Influencer and Affiliate Agreement with FTC Disclosures

INFLUENCER AND AFFILIATE AGREEMENT WITH FTC DISCLOSURES

THIS INFLUENCER AND AFFILIATE AGREEMENT (this "Agreement") is entered into as of [__/__/____] (the "Effective Date"),

BY AND BETWEEN:

BRAND / ADVERTISER:
Name: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]
Principal Address: [________________________________]
City: [________________________________] State: [____] ZIP: [________]
Phone: [________________________________]
Email: [________________________________]
Brand Contact Person: [________________________________]
("Brand")

AND

INFLUENCER / AFFILIATE:
Legal Name: [________________________________]
Professional / Handle Name: [________________________________]
Address: [________________________________]
City: [________________________________] State: [____] ZIP: [________]
Phone: [________________________________]
Email: [________________________________]
Primary Platform(s): [________________________________]
("Influencer")

Brand and Influencer are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Brand markets, sells, and distributes certain products and/or services and desires to engage Influencer to create and publish promotional content on social media and other digital platforms;

WHEREAS, Influencer is a content creator with an established presence on one or more digital platforms and maintains an audience that aligns with Brand's target demographic;

WHEREAS, the Parties desire to establish the terms under which Influencer will create and publish promotional content for Brand in compliance with all applicable laws and regulations, including the Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255);

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 — DEFINITIONS

1.1 "Affiliate Link" means a unique URL, tracking link, or promotional code assigned to Influencer that enables Brand to track traffic, sales, or conversions attributable to Influencer's promotional activities.

1.2 "Brand Guidelines" means Brand's style guide, messaging framework, visual standards, approved claims, prohibited language, and other specifications provided to Influencer.

1.3 "Campaign" means the promotional initiative described in the Content Calendar attached as Exhibit A, including all Content and Deliverables to be created and published thereunder.

1.4 "Content" means all written, visual, audio, and multimedia materials created by Influencer in connection with this Agreement, including but not limited to photographs, videos, stories, reels, livestreams, blog posts, podcast episodes, captions, and comments.

1.5 "Deliverables" means the specific pieces of Content that Influencer is obligated to create and publish, as set forth in the Content Calendar (Exhibit A).

1.6 "Engagement Rate" means the ratio of total audience interactions (likes, comments, shares, saves, clicks) to total followers or impressions, calculated according to the methodology specified in Exhibit A.

1.7 "FTC Guidelines" means the Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising, codified at 16 CFR Part 255, as amended, supplemented, or superseded, together with all related FTC guidance, staff reports, enforcement actions, and FAQs.

1.8 "Material Connection" means any relationship between Brand and Influencer that might materially affect the weight or credibility of Influencer's endorsement, including payment, free products, gift cards, discounts, employment relationships, family relationships, or any other benefit, as defined under 16 CFR § 255.5.

1.9 "Platform" means any social media platform, website, application, or digital service on which Influencer creates and publishes Content, including those specified in Section 3.1.

1.10 "Products" means Brand's products and/or services that are the subject of the Campaign, as described in Exhibit A.

1.11 "Term" has the meaning set forth in Article 13.

ARTICLE 2 — ENGAGEMENT AND RELATIONSHIP

2.1 Engagement. Brand hereby engages Influencer, and Influencer hereby accepts such engagement, to create and publish promotional Content for the Products on the Platforms specified herein and in Exhibit A.

2.2 Independent Contractor. Influencer is an independent contractor and is not an employee, agent, or representative of Brand. Influencer shall be solely responsible for all applicable taxes, including self-employment taxes.

2.3 Non-Exclusive Engagement (unless otherwise specified).

☐ This engagement is non-exclusive. Influencer may create content for other brands and advertisers.
☐ This engagement is exclusive as specified in Article 6.

ARTICLE 3 — SCOPE OF SERVICES AND CONTENT TYPES

3.1 Platforms and Content Types. Influencer shall create and publish Content on the following Platforms as selected below:

☐ Instagram — Feed posts, stories, reels, IGTV, live streams
☐ TikTok — Videos, live streams, duets, stitches
☐ YouTube — Videos, shorts, live streams, community posts
☐ Blog / Website — Blog posts, articles, product reviews
☐ Podcast — Sponsored episodes, ad reads, interviews
☐ Twitter / X — Posts, threads, spaces
☐ Facebook — Posts, stories, live videos, group posts
☐ Pinterest — Pins, idea pins, boards
☐ LinkedIn — Posts, articles, newsletters
☐ Twitch — Live streams, sponsored segments
☐ Other: [________________________________]

3.2 Content Requirements and Specifications.

3.3 Content Standards. All Content must:
(a) Comply with Brand Guidelines;
(b) Comply with all applicable Platform terms of service and community guidelines;
(c) Comply with all FTC Guidelines and disclosure requirements set forth in Article 7;
(d) Be original and not infringe any third-party intellectual property rights;
(e) Not contain defamatory, obscene, harassing, or unlawful material;
(f) Not make false, misleading, or unsubstantiated claims about the Products;
(g) Reflect Influencer's honest opinions and genuine experience with the Products; and
(h) Not disparage Brand's competitors by name unless expressly authorized.

ARTICLE 4 — CONTENT APPROVAL PROCESS

4.1 Pre-Approval Required. Unless otherwise agreed, all Content must be submitted to Brand for review and approval prior to publication.

4.2 Submission Timeline. Influencer shall submit draft Content to Brand at least [____] business days prior to the scheduled posting date.

4.3 Brand Review. Brand shall review and approve, request revisions, or reject submitted Content within [____] business days of receipt. If Brand does not respond within such period, the Content shall be deemed approved.

4.4 Revisions. If Brand requests revisions, Influencer shall make reasonable revisions and resubmit within [____] business days. Influencer shall be entitled to [____] rounds of revisions per Deliverable at no additional cost. Additional revision rounds may be subject to additional fees.

4.5 Post-Publication Changes. Brand may request reasonable post-publication edits to Content (e.g., correcting factual errors, updating links). Influencer shall make such edits within [____] hours of request. Brand shall not request changes that misrepresent Influencer's views.

4.6 Content Retention. Influencer shall keep published Content live on the designated Platform(s) for a minimum of [________________________________] from the date of posting, unless removal is required by law, Platform policy, or mutual agreement.

ARTICLE 5 — COMPENSATION

5.1 Fee Structure. Brand shall compensate Influencer as follows (select all applicable):

☐ Flat Fee Per Deliverable:

☐ Total Campaign Fee: $[________________________________] for all Deliverables described in Exhibit A

☐ Commission / Affiliate Revenue:
Commission Rate: [____]% of [________________________________]
Tracking Method: ☐ Affiliate Link ☐ Promo Code ☐ Platform Native Tracking ☐ Other: [________________________________]
Cookie Duration: [____] days
Attribution Model: ☐ Last Click ☐ First Click ☐ Multi-Touch ☐ Other: [________________________________]
Minimum Payout Threshold: $[________________________________]
Payment Frequency: ☐ Monthly ☐ Bi-weekly ☐ Quarterly

☐ Performance Bonuses:

☐ Product / Gifting:
Products provided: [________________________________]
Estimated retail value: $[________________________________]
Products must be returned at end of Campaign: ☐ Yes ☐ No

5.2 Payment Terms. Brand shall pay all fees within [____] days of invoice (or within [____] days of content publication, if no invoice required). Payments shall be made by [________________________________].

5.3 Late Payments. Overdue amounts shall accrue interest at [____]% per month.

5.4 Taxes. Influencer is solely responsible for all taxes arising from compensation. Brand shall issue IRS Form 1099-NEC for compensation meeting the applicable reporting threshold.

ARTICLE 6 — EXCLUSIVITY

6.1 Exclusivity Period. During the Campaign and for [____] days thereafter:

☐ Category Exclusivity. Influencer shall not promote, endorse, or create content for any competing products or services in the following category(ies): [________________________________]

☐ Platform Exclusivity. Influencer shall not promote competing products on the following Platforms: [________________________________]

☐ No Exclusivity. This Agreement does not impose any exclusivity restrictions.

6.2 Competitors. For purposes of this Agreement, competitors include: [________________________________]

6.3 Exclusivity Compensation. If exclusivity is elected, the compensation in Article 5 includes consideration for the exclusivity restrictions. Additional exclusivity beyond the initial period shall require separate written agreement and additional compensation.

ARTICLE 7 — FTC COMPLIANCE AND DISCLOSURE REQUIREMENTS

THIS ARTICLE IS A MATERIAL TERM OF THIS AGREEMENT. FAILURE TO COMPLY WITH FTC DISCLOSURE REQUIREMENTS MAY RESULT IN IMMEDIATE TERMINATION AND MAY EXPOSE BOTH PARTIES TO FTC ENFORCEMENT ACTION, INCLUDING CIVIL PENALTIES.

7.1 General Disclosure Obligation

Influencer shall clearly and conspicuously disclose the Material Connection between Influencer and Brand in all Content created under this Agreement, in compliance with 16 CFR Part 255 and all related FTC guidance. The disclosure must be made regardless of whether the Content expresses a positive, negative, or neutral opinion about the Products.

7.2 Required Disclosure Language

Influencer shall use one of the following approved disclosure phrases in all Content:

☐ "#ad"
☐ "#sponsored"
☐ "#[BrandName]Partner"
☐ "#[BrandName]Ambassador"
☐ "#paid"
☐ "[Brand] paid me to post this"
☐ "Thank you [Brand] for sponsoring this [post/video/episode]"
☐ Other approved language: [________________________________]

Prohibited Disclosure Terms. The following are NOT adequate disclosures under FTC Guidelines:

• "#sp" or "#spon" (too ambiguous)
• "#collab" (does not indicate paid relationship)
• "#ambassador" without brand name
• Buried in a list of dozens of hashtags
• Only using Platform's "paid partnership" tool without additional text disclosure
• Disclosures only in the "About" section or bio
• "#thanks[Brand]" without indicating it is an ad

7.3 Disclosure Placement Requirements

(a) Written/Caption Content (Instagram, Facebook, Twitter/X, Blog):

• The disclosure must appear at the BEGINNING of the caption or post, within the first line visible without clicking "more" or expanding the text
• The disclosure must be in the same language as the Content
• The disclosure must not be obscured by hashtags, emojis, or excessive text
• On blog posts, the disclosure must appear before any affiliate links or product mentions

(b) Video Content (YouTube, TikTok, Instagram Reels, Twitch):

• Verbal disclosure must be made within the FIRST 30 SECONDS of the video
• On-screen text disclosure must appear simultaneously with the verbal disclosure
• The text disclosure must be large enough to read, in a contrasting color, and displayed for at least 5 seconds
• For longer videos (10+ minutes), repeat the disclosure periodically
• The video description must also contain a written disclosure

(c) Stories and Ephemeral Content (Instagram Stories, Snapchat, Facebook Stories):

• Each individual story slide/frame that mentions or shows the Products must contain a disclosure
• The disclosure must be superimposed on the story in a legible font size and contrasting color
• Do not place the disclosure where it may be obscured by the Platform's interface elements

(d) Live Streams (Instagram Live, TikTok Live, Twitch, YouTube Live):

• Make a verbal disclosure at the beginning of the live stream
• Repeat the verbal disclosure at least every 15 minutes and when new viewers may join
• Pin a written disclosure in the chat or display an on-screen banner

(e) Podcast / Audio Content:

• Make a clear verbal disclosure at the beginning of the episode or segment
• Repeat the disclosure before and after ad reads
• Include a written disclosure in the episode show notes and description

(f) Affiliate Links and Promo Codes:

• Any post containing an affiliate link or promo code must disclose the financial relationship
• The disclosure must appear BEFORE the affiliate link or promo code in the text
• Example: "I earn a commission if you purchase through my link. #ad [link]"

7.4 Platform-Specific Disclosure Tools

In addition to (not in place of) the disclosures required above, Influencer shall use the following Platform disclosure tools where available:

☐ Instagram "Paid Partnership" tag (via branded content tool)
☐ YouTube "Includes Paid Promotion" checkbox
☐ TikTok "Branded Content" toggle
☐ Facebook "Branded Content" tag
☐ Twitch "Sponsored" indicator
☐ Other: [________________________________]

Important: Platform-built disclosure tools alone are NOT sufficient to satisfy FTC requirements. Influencer must ALWAYS include an additional text and/or verbal disclosure as specified in Sections 7.2 and 7.3 above.

7.5 Prohibited Claims

Influencer shall NOT make the following types of claims about the Products without express prior written authorization from Brand and documented substantiation:

(a) Health and Medical Claims: Claims that the Products can diagnose, treat, cure, prevent, or mitigate any disease, health condition, or physical symptom, unless such claims are supported by competent and reliable scientific evidence and approved in writing by Brand.

(b) Safety Claims: Claims that the Products are "safe," "risk-free," or suitable for children, elderly, or other vulnerable populations, unless substantiated and approved.

(c) Financial/Income Claims: Claims regarding earnings, savings, investment returns, or financial outcomes associated with the Products.

(d) Comparative Claims: Claims that the Products are superior to or better than competitors' products, unless substantiated and approved.

(e) Guarantee/Warranty Claims: Unauthorized guarantees, warranties, or return/refund promises.

(f) Regulatory Approval Claims: Claims that the Products are FDA-approved, EPA-certified, or endorsed by any government agency, unless true and documented.

7.6 Testimonials and Results Claims

Pursuant to 16 CFR § 255.2, if Influencer's Content includes testimonials or claims about results achieved:
(a) The results described must be Influencer's genuine, honest experience;
(b) If the results are not typical, the Content must clearly disclose what consumers can generally expect; and
(c) Brand shall provide Influencer with information about typical results so that appropriate disclaimers can be included.

7.7 Follower Authenticity and Engagement Integrity

Influencer represents and warrants that:
(a) Influencer has not purchased followers, likes, comments, views, or other forms of artificial engagement;
(b) Influencer does not use bots, click farms, engagement pods, or other deceptive means to inflate metrics;
(c) Influencer's audience demographics provided to Brand are accurate to the best of Influencer's knowledge; and
(d) Influencer will not engage in any activity that artificially inflates the performance metrics of Campaign Content.

7.8 Brand Monitoring Obligations

Pursuant to 16 CFR § 255.1, Brand shall:
(a) Provide Influencer with clear written guidance regarding FTC disclosure requirements (see Exhibit B);
(b) Monitor Influencer's Content for compliance with disclosure requirements;
(c) Promptly notify Influencer of any non-compliant Content and require immediate correction; and
(d) Terminate the relationship if Influencer repeatedly fails to make required disclosures.

7.9 Record Keeping

Both Parties shall maintain records of all Content, disclosures, communications, approvals, and performance data for a minimum of [____] years following the expiration or termination of this Agreement, or such longer period as may be required by applicable law.

ARTICLE 8 — INTELLECTUAL PROPERTY AND CONTENT LICENSING

8.1 Content Ownership. Influencer retains ownership of all Content created under this Agreement, subject to the license grants below.

8.2 License to Brand. Influencer hereby grants Brand a:

☐ Non-exclusive
☐ Exclusive

license to use, reproduce, distribute, display, perform, modify, create derivative works from, and sublicense the Content for the following purposes:

☐ Brand's own social media channels
☐ Brand's website and email marketing
☐ Paid media / advertising amplification (boosted posts, paid social, display ads)
☐ Print materials and packaging
☐ Retail / point-of-sale displays
☐ All media, now known or hereafter developed

8.3 License Duration:

☐ Duration of the Campaign Term only
☐ [________________________________] months from the date of Content publication
☐ [________________________________] year(s) from the date of Content publication
☐ Perpetual (no expiration)

8.4 License Territory:

☐ United States only
☐ North America
☐ Worldwide
☐ Specific territories: [________________________________]

8.5 Paid Amplification. Brand's right to use Content in paid advertising (boosted posts, sponsored ads, display campaigns):

☐ Permitted without additional compensation
☐ Permitted with additional compensation of $[________________________________] per [________________________________]
☐ Not permitted without separate written agreement

8.6 Attribution. When using Content pursuant to this license, Brand shall:

☐ Credit Influencer by name/handle
☐ No attribution required
☐ Attribution at Brand's discretion

8.7 Brand IP License. Brand grants Influencer a non-exclusive, non-transferable, revocable license to use Brand's trademarks, logos, product images, and other brand assets solely for the purpose of creating Content under this Agreement and in accordance with Brand Guidelines. All use of Brand IP shall terminate upon expiration or termination of this Agreement.

ARTICLE 9 — USAGE RIGHTS SUMMARY

ARTICLE 10 — MORALS CLAUSE

10.1 Standard of Conduct. Influencer shall conduct themselves in a manner consistent with Brand's values and public image. Influencer shall not engage in conduct that brings Influencer or Brand into public disrepute, contempt, scandal, or ridicule, or that tends to shock, insult, or offend a significant portion of the public or Brand's customer base.

10.2 Triggering Events. Brand may exercise its rights under this Article if Influencer:
(a) Is charged with or convicted of a felony or crime involving moral turpitude;
(b) Engages in illegal drug use (excluding lawful use under applicable state law);
(c) Makes public statements that are discriminatory, hateful, or offensive;
(d) Engages in conduct that generates material negative media coverage;
(e) Is involved in fraud, dishonesty, or material misrepresentation; or
(f) Acts in a manner that materially damages Brand's reputation or goodwill.

10.3 Remedies. Upon the occurrence of a triggering event, Brand may:
(a) Immediately terminate this Agreement;
(b) Require removal of all Content;
(c) Cease all payments (except for compensation already earned for Content published prior to the triggering event); and
(d) Pursue all other available remedies.

10.4 Reciprocal Morals Clause. Influencer may terminate this Agreement if Brand becomes the subject of a significant public scandal, legal action, or controversy that would materially harm Influencer's personal brand or reputation.

ARTICLE 11 — REPRESENTATIONS AND WARRANTIES

11.1 Influencer Representations. Influencer represents and warrants that:
(a) Influencer has full power and authority to enter into this Agreement;
(b) The Content will be original and will not infringe any third-party intellectual property rights;
(c) Influencer will comply with all FTC Guidelines, platform terms of service, and applicable laws;
(d) Influencer's statements about the Products will be truthful and reflect Influencer's genuine opinions and experience;
(e) Influencer's follower counts, demographics, and engagement metrics are authentic and have not been artificially inflated;
(f) Influencer has no conflicts of interest that would impair the integrity of the Campaign;
(g) Influencer is at least 18 years of age (or the age of majority in Influencer's state of residence); and
(h) Influencer has all necessary rights to grant the licenses set forth herein.

11.2 Brand Representations. Brand represents and warrants that:
(a) Brand has full power and authority to enter into this Agreement;
(b) The Products comply with all applicable laws and regulations;
(c) All product claims provided by Brand to Influencer are truthful, substantiated, and not misleading;
(d) Brand has all necessary rights to the trademarks, logos, and brand assets provided to Influencer; and
(e) Brand shall not direct Influencer to make false, misleading, or unsubstantiated claims.

ARTICLE 12 — CONFIDENTIALITY

12.1 Confidential Information. Each Party shall maintain the confidentiality of the other Party's non-public information, including campaign strategies, compensation terms, unreleased products, performance data, and business plans.

12.2 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available; (b) was known prior to disclosure; (c) is independently developed; or (d) is required to be disclosed by law or regulation.

12.3 Term. Confidentiality obligations shall survive termination for a period of [____] years.

ARTICLE 13 — TERM AND TERMINATION

13.1 Term. This Agreement commences on the Effective Date and continues through [__/__/____] (the "End Date"), unless terminated earlier.

13.2 Termination for Convenience. Either Party may terminate upon [____] days' written notice.

13.3 Termination for Cause. Either Party may terminate immediately if: (a) the other Party materially breaches this Agreement and fails to cure within [____] days of written notice; (b) the other Party becomes insolvent or files for bankruptcy; or (c) the morals clause (Article 10) is triggered.

13.4 Termination for FTC Non-Compliance. Brand may terminate this Agreement immediately if Influencer fails to comply with the FTC disclosure requirements in Article 7 after receiving written notice and a reasonable opportunity to cure (not to exceed 48 hours for disclosure corrections).

13.5 Effect of Termination. Upon termination: (a) Influencer shall cease creating and publishing Campaign Content; (b) Brand shall pay Influencer for Deliverables completed and approved prior to termination; (c) content licenses previously granted shall survive termination for the duration specified in Article 8; (d) Influencer shall cease using Brand's trademarks and brand assets; and (e) confidentiality and indemnification obligations shall survive.

ARTICLE 14 — INDEMNIFICATION

14.1 Influencer Indemnification. Influencer shall indemnify, defend, and hold harmless Brand from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) Influencer's breach of this Agreement; (b) Influencer's failure to comply with FTC disclosure requirements; (c) any Content that infringes third-party rights; (d) false or misleading claims made by Influencer that were not authorized by Brand; or (e) Influencer's use of fake followers or artificial engagement.

14.2 Brand Indemnification. Brand shall indemnify, defend, and hold harmless Influencer from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) Brand's breach of this Agreement; (b) product liability claims arising from the Products; (c) false or misleading product claims provided by Brand to Influencer; or (d) Brand's infringement of third-party intellectual property rights in materials provided to Influencer.

14.3 Indemnification Procedures. The indemnified Party shall: (a) provide prompt written notice of any claim; (b) grant the indemnifying Party sole control of the defense; and (c) provide reasonable cooperation at the indemnifying Party's expense.

ARTICLE 15 — LIMITATION OF LIABILITY

15.1 EXCEPT FOR INDEMNIFICATION OBLIGATIONS, BREACHES OF ARTICLE 7 (FTC COMPLIANCE), OR WILLFUL MISCONDUCT, NEITHER PARTY'S TOTAL AGGREGATE LIABILITY SHALL EXCEED THE TOTAL COMPENSATION PAID OR PAYABLE UNDER THIS AGREEMENT.

15.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

ARTICLE 16 — GOVERNING LAW AND DISPUTE RESOLUTION

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [________________________________], without regard to conflict of laws principles. The FTC Guidelines (16 CFR Part 255) shall apply as a matter of federal law regardless of governing state law.

16.2 Forum Selection. Any litigation shall be brought exclusively in the state or federal courts located in [________________________________] County, [________________________________].

16.3 Dispute Resolution.

☐ Mediation then Arbitration: The Parties shall first attempt mediation. If unresolved, disputes shall be submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association in [________________________________].
☐ Litigation: Disputes shall be resolved by litigation in the courts specified in Section 16.2.

16.4 Attorneys' Fees. The prevailing Party shall be entitled to recover reasonable attorneys' fees and costs.

ARTICLE 17 — GENERAL PROVISIONS

17.1 Entire Agreement. This Agreement, together with all Exhibits, constitutes the entire agreement between the Parties.

17.2 Amendments. Amendments must be in writing and signed by both Parties.

17.3 Waiver. No waiver shall be effective unless in writing.

17.4 Severability. If any provision is invalid, the remaining provisions continue in force.

17.5 Assignment. Neither Party may assign without the other's written consent.

17.6 Notices. All notices shall be in writing and delivered to the addresses above.

17.7 Force Majeure. Neither Party shall be liable for delays caused by circumstances beyond reasonable control.

17.8 Counterparts. This Agreement may be executed in counterparts.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Influencer and Affiliate Agreement as of the Effective Date.

BRAND / ADVERTISER:

Signature: _______________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

INFLUENCER / AFFILIATE:

Signature: _______________________________________________

Printed Name: [________________________________]

Date: [__/__/____]

EXHIBIT A — CONTENT CALENDAR AND CAMPAIGN BRIEF

A.1 Campaign Overview

Campaign Name: [________________________________]
Campaign Objective: [________________________________]
Campaign Duration: [__/__/____] through [__/__/____]
Products / Services Promoted: [________________________________]
Target Audience: [________________________________]
Key Messages: [________________________________]

A.2 Content Calendar

A.3 Approved Product Claims

Brand authorizes Influencer to make the following claims about the Products:

A.4 Prohibited Content / Do Not Say

[________________________________]

A.5 Performance Metrics and Reporting

EXHIBIT B — FTC DISCLOSURE GUIDE

B.1 Overview

This Disclosure Guide is provided pursuant to the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255). Both Brand and Influencer may be held liable for failure to make adequate disclosures. This Guide outlines the minimum requirements for FTC-compliant disclosures.

B.2 When Disclosure Is Required

Disclosure is required whenever there is a "material connection" between Influencer and Brand. Under 16 CFR § 255.5, material connections include:

☐ Any monetary payment (flat fee, commission, affiliate revenue)
☐ Free products or services (including products provided for review)
☐ Discounts, gift cards, or other financial benefits
☐ Employment or independent contractor relationships
☐ Family or personal relationships
☐ Contest prizes or sweepstakes entries
☐ Early access to products or services
☐ Any other benefit that could affect the credibility of the endorsement

B.3 Platform-Specific Disclosure Examples

Instagram (Feed Post):
"#ad | I partnered with @[Brand] to share my experience with [Product]. [Honest review follows.]"

Instagram (Story):
Superimpose "#AD" or "Paid Partnership with [Brand]" in large, readable text on each story frame.

TikTok:
Begin video with verbal statement: "This video is sponsored by [Brand]." Include "#ad" in caption.

YouTube:

• Check "This video contains paid promotion" in YouTube Studio
• State verbally within the first 30 seconds: "This video is sponsored by [Brand]."
• Include in video description: "This video is sponsored by [Brand]. #ad"

Blog Post:
Begin the post with: "Disclosure: This post is sponsored by [Brand]. I received [compensation/products] in exchange for this review. All opinions are my own. #ad"

Podcast:
"This episode is brought to you by [Brand]. I have a paid partnership with [Brand]."

Twitter/X:
Include "#ad" or "#sponsored" in the tweet text (not buried in hashtags).

B.4 Key FTC Compliance Rules

1. Clear and Conspicuous. Disclosures must be difficult to miss and easily understandable by a reasonable consumer (16 CFR § 255.5).

2. Same Medium. If Content is a video, the disclosure must be both verbal AND visual. A text-only disclosure in a video description is insufficient.

3. No Burying. Disclosures must not be buried below the fold, hidden among hashtags, or placed where consumers are unlikely to see them.

4. Each Post. Every individual piece of Content requires its own disclosure. A single disclosure in a bio or on a separate page is insufficient.

5. Honest Opinions. Endorsements must reflect the honest opinions, findings, beliefs, or experience of the endorser (16 CFR § 255.1).

6. No Deceptive Demonstrations. Demonstrations must not be presented in a deceptive manner (16 CFR § 255.1).

7. Advertiser Liability. Under 16 CFR § 255.1, Brand is liable for ensuring endorsers comply with disclosure requirements and for monitoring endorser content.

B.5 Consequences of Non-Compliance

• FTC enforcement actions may result in civil penalties of up to $50,120 per violation (as adjusted)
• Both Brand and Influencer may be named as respondents in FTC actions
• State attorneys general may bring additional enforcement actions
• Platform account suspensions or terminations
• Reputational damage

This template is provided for informational purposes only and does not constitute legal advice. FTC regulations and platform policies change frequently. Users must consult a qualified attorney and verify current requirements before executing this document.