BRAND COLLABORATION AGREEMENT
1. PARTIES
This Brand Collaboration Agreement (the Agreement) is dated [effective date] and is entered into by and between:
(1) [brand full legal name], a [brand state of organization] [brand entity type, e.g. corporation, limited liability company] with its principal place of business at [brand principal place of business] (the Brand); and
(2) [collaborator full legal name], a [collaborator state of organization] [collaborator entity type, e.g. corporation, limited liability company, sole proprietor] with its principal place of business at [collaborator principal place of business] (the Collaborator),
each a Party and together the Parties.
Note: If the Collaborator is an individual creator (sole proprietor, freelancer, or influencer trading under their own name), use their full legal name and home or business address. Some clauses in this Agreement, including the Defend Trade Secrets Act notice in Section 9 and the right of publicity license in Section 11, are written to apply whether the Collaborator is an entity or an individual.
2. RECITALS
WHEREAS, the Brand is engaged in the business of [description of the brand's business] and owns certain trademarks, trade names, logos, and other intellectual property associated with that business;
WHEREAS, the Collaborator is engaged in the business of [description of the collaborator's business] and possesses the expertise, audience, platform, or creative capabilities to collaborate with the Brand;
WHEREAS, the Parties wish to collaborate on a co-branded campaign, product line, content series, or other promotional venture as further described in Exhibit A; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.
3. DEFINITIONS
In this Agreement, unless the context otherwise requires, the following terms have the meanings given to them below:
Approval Period means [number of business days, e.g. 5] Business Days from the date on which a Party receives Collaboration Materials for review.
Background IP means all Intellectual Property Rights owned by a Party before the Effective Date, or developed by a Party independently of the Collaboration.
Brand Guidelines means any written brand standards, style guides, quality requirements, or usage directions provided by a Party to the other from time to time in connection with the use of that Party's Licensed Marks.
Business Day means any day other than a Saturday, Sunday, or federal public holiday in the United States, or a public holiday in the State in which the Brand is incorporated or principally located.
Channels means the social media platforms, websites, retail outlets, broadcast media, or other distribution channels identified in Exhibit A through which Collaboration Materials will be published or distributed.
Collaboration means the co-branded campaign, product, initiative, content series, or other project described in Exhibit A.
Collaboration IP means all Intellectual Property Rights created jointly by or on behalf of both Parties in the course of the Collaboration.
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About this template
What is this template?
This is a specialized commercial contract that balances intellectual property rights and regulatory disclosure requirements for modern marketing partnerships. It contains a specific Defend Trade Secrets Act notice for individual performers and a comprehensive multi-state US privacy addendum. It is not a standard employment agreement, as the collaborator is expressly defined as an independent contractor.
When should you use it?
Use this document when two brands or a brand and a creator intend to launch a joint venture or promotional initiative within the United States. If the relationship is purely for the purchase of standard creative services without co-branding elements, use a Service Agreement instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 6 | Approvals and Content Standards | Collaboration Materials must be reviewed and approved within a specified number of Business Days before any publication or distribution occurs. |
| 7 | Financial Arrangements | The paying Party must settle valid invoices within a stated payment period, with late payments accruing monthly interest at a specified rate. |
| 8 | Intellectual Property | The document offers three structural options for Collaboration IP: joint ownership, assignment to one party, or collaborator ownership with brand licensing. |
| 9 | Defend Trade Secrets Act Notice | Provides the mandatory immunity notice under 18 U.S.C. Section 1833(b) required for recovering exemplary damages from individuals for trade secret breaches. |
| 10 | Regulatory Compliance and Disclosures | Obliges the Collaborator to provide clear and conspicuous disclosures in compliance with 16 C.F.R. Part 255 and Part 465 regarding endorsements. |
| 11 | Name, Image, Likeness and Right of Publicity | Grants the Brand a royalty-free license to use the Collaborator's NIL solely for marketing activities related to the specific collaboration. |
| 16 | Data Protection and Privacy | Includes specific compliance frameworks for the California Consumer Privacy Act and twelve other named US state comprehensive privacy laws. |
| 18 | Limitation of Liability | Sets a total aggregate liability cap and excludes incidental or consequential damages, except for indemnification and confidentiality breaches. |
| 24.8 | Exclusivity | Allows parties to choose between a full category-based exclusivity restriction or a non-exclusive brand integrity disclosure model. |
Who it's for
- a brand owner partnering with an influencer for a sponsored social media campaign
- two companies developing a co-branded product line for retail distribution
- a content creator licensing their likeness and creative assets to a commercial brand
- businesses needing a US-compliant framework for marketing collaborations across multiple state jurisdictions
How long it runs and how it's signed
Law it's drafted under
United States note
This version is drafted for US law generally. Contract, employment and consumer rules vary by state — for example on non-competes and at-will employment. Tell GitLaw which state applies and it adjusts the draft.
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