INFLUENCER EXCLUSIVITY AGREEMENT

(Category Exclusivity & Non-Compete Provisions)

[// GUIDANCE: This agreement establishes exclusivity restrictions for influencer partnerships. It can be used as a standalone agreement or incorporated into a broader influencer/brand partnership agreement. Exclusivity provisions must be reasonable in scope, duration, and geography to be enforceable. Compensation should be proportionate to the restrictions imposed.]

TABLE OF CONTENTS

1. Parties
2. Recitals & Purpose
3. Definitions
4. Exclusivity Grant
5. Scope of Exclusivity
6. Exclusivity Exceptions
7. Competitor Identification
8. Exclusivity Term
9. Compensation for Exclusivity
10. Pre-Existing Relationships
11. Obligations & Restrictions
12. Right of First Refusal
13. Notification Requirements
14. Enforcement & Remedies
15. Termination of Exclusivity
16. Representations & Warranties
17. Miscellaneous
18. Signatures
19. Exhibits

1. PARTIES

This Influencer Exclusivity Agreement ("Agreement") is entered into as of [EFFECTIVE DATE] ("Effective Date") between:

BRAND:
Legal Name: [BRAND LEGAL NAME]
Entity Type: [ENTITY TYPE]
Address: [ADDRESS]
Contact: [NAME, EMAIL, PHONE]

INFLUENCER:
Legal Name: [INFLUENCER LEGAL NAME]
Professional Name: [KNOWN AS]
Address: [ADDRESS]
Contact: [EMAIL, PHONE]

(Each a "Party" and collectively, the "Parties")

2. RECITALS & PURPOSE

2.1 Background

WHEREAS, Brand and Influencer have entered into or are entering into a partnership agreement dated [DATE] (the "Partnership Agreement") for Influencer to create sponsored content promoting Brand's products/services; and

WHEREAS, Brand desires to obtain exclusivity from Influencer within the Exclusive Category to protect Brand's investment and prevent consumer confusion; and

WHEREAS, Influencer is willing to grant such exclusivity in exchange for the consideration set forth herein;

NOW, THEREFORE, the Parties agree as follows:

2.2 Relationship to Partnership Agreement

☐ Standalone Agreement: This is a standalone exclusivity agreement.

☐ Addendum: This Agreement is an addendum to and incorporated into the Partnership Agreement dated [DATE]. In the event of conflict, this Agreement controls with respect to exclusivity matters.

3. DEFINITIONS

For purposes of this Agreement:

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

"Competitor" means any company, brand, or entity that offers products or services in the Exclusive Category that compete with Brand's products or services, including those listed in Exhibit A.

"Exclusive Category" means the product or service category defined in Section 4.2.

"Exclusivity Period" means the term during which exclusivity obligations apply, as defined in Section 8.

"Material Connection" has the meaning ascribed under 16 CFR Part 255 (FTC Endorsement Guides).

"Promote" means to endorse, recommend, feature, create content about, advertise, or otherwise support through any form of marketing communication.

"Sponsored Content" means any content for which Influencer receives compensation, free products, or other material consideration.

"Territory" means the geographic scope of exclusivity, as defined in Section 5.2.

4. EXCLUSIVITY GRANT

4.1 Grant of Exclusivity

Influencer hereby grants Brand exclusive rights within the Exclusive Category, meaning Influencer shall not Promote any Competitor's products or services during the Exclusivity Period, subject to the terms and exceptions set forth herein.

4.2 Exclusive Category Definition

Primary Exclusive Category:

[PRODUCT/SERVICE CATEGORY]

Examples: [SPECIFIC PRODUCT TYPES INCLUDED]

☐ Secondary Categories (if applicable):
- [SECONDARY CATEGORY 1]
- [SECONDARY CATEGORY 2]

4.3 Exclusivity Level

☐ Full Exclusivity: Influencer is the sole influencer Brand will engage in the Exclusive Category within the Territory.

☐ Partial Exclusivity: Influencer grants exclusivity to Brand, but Brand may engage other influencers.

☐ Featured Exclusivity: Influencer grants exclusivity and receives "featured" or "ambassador" status.

5. SCOPE OF EXCLUSIVITY

5.1 Activities Covered

Exclusivity applies to the following activities:

Paid/Sponsored Activities:
☐ Paid sponsorships and partnerships with Competitors
☐ Ambassador or spokesperson roles for Competitors
☐ Sponsored posts, videos, and content for Competitors
☐ Affiliate relationships with Competitors
☐ Paid appearances or events for Competitors
☐ Advertising campaigns for Competitors

Non-Paid Activities (select all that apply):
☐ Accepting gifted/free products from Competitors and posting about them
☐ Organic (unpaid) positive mentions of Competitors
☐ Personal use of Competitor products in public/posted content
☐ Attending Competitor events (even without promotion)
☐ Wearing/using Competitor products visibly in any content

NOT Included (Carve-outs):
☐ Private, personal use of Competitor products (not posted publicly)
☐ Editorial/journalistic content (if Influencer is a journalist)
☐ Incidental background appearances of Competitor products
☐ Third-party content where Influencer has no control

5.2 Geographic Territory

Exclusivity applies to:

☐ Worldwide - All territories globally

☐ United States only

☐ Specific Countries: [LIST COUNTRIES]

☐ Specific Regions: [LIST REGIONS]

☐ Platform-Based (not geographic): Applies to Influencer's presence on [PLATFORMS] regardless of audience location

5.3 Platform Scope

Exclusivity applies to the following platforms:

☐ All platforms - All current and future social media and content platforms

☐ Specific platforms only:
☐ Instagram
☐ TikTok
☐ YouTube
☐ Twitter/X
☐ Facebook
☐ LinkedIn
☐ Pinterest
☐ Blog/Website
☐ Podcast
☐ Other: [SPECIFY]

6. EXCLUSIVITY EXCEPTIONS

6.1 Permitted Activities

The following are NOT considered violations of exclusivity:

☐ Private Personal Use: Using Competitor products privately without posting publicly

☐ Pre-Existing Content: Content featuring Competitors posted before the Effective Date (need not be removed)

☐ Incidental Appearances: Unintentional, incidental, background appearances of Competitor products

☐ Third-Party Content: Content created by third parties featuring Influencer that Influencer did not control or approve

☐ Editorial Content: Genuine editorial or journalistic content where Influencer is acting as a journalist/reviewer (if applicable)

☐ Gifts Declined: Receiving but declining to post about Competitor products

☐ Family/Household Use: Competitor products used by family members, not featured by Influencer

☐ Events Without Promotion: Attending industry events where Competitors are present, without actively promoting Competitors

☐ Product Categories Not Covered: Products from companies that also compete with Brand, but in categories outside the Exclusive Category

6.2 Grandfathered Relationships

The following pre-existing relationships are grandfathered and permitted (see Exhibit B):
- [BRAND] - [RELATIONSHIP TYPE] - Ending [DATE]

6.3 Approved Exceptions

Brand has approved the following specific exceptions:
- [DESCRIBE APPROVED EXCEPTION]

7. COMPETITOR IDENTIFICATION

7.1 Named Competitors

The following are expressly identified as Competitors (non-exhaustive):

See Exhibit A for complete list.

7.2 Competitor Determination

For brands/products not listed in Exhibit A:

☐ Influencer shall seek Brand approval before engaging with any brand in or adjacent to the Exclusive Category

☐ Reasonable person standard: A brand is a Competitor if a reasonable person would view it as competing with Brand in the Exclusive Category

☐ Brand determination: Brand has sole discretion to determine Competitor status (with reasonable notice to Influencer)

7.3 Dispute Resolution

If Influencer disputes Brand's Competitor determination:
1. Influencer shall notify Brand in writing
2. Parties shall discuss in good faith
3. If unresolved, [ARBITRATION/MEDIATION] shall determine

7.4 Updates to Competitor List

☐ Brand may update Exhibit A with [NUMBER] days' notice
☐ Updates apply prospectively only
☐ Influencer may object within [NUMBER] days

8. EXCLUSIVITY TERM

8.1 Exclusivity Period

Start Date: [DATE] (or Effective Date)

End Date: [DATE]

Duration: [MONTHS/YEARS]

8.2 Relationship to Partnership Term

☐ Coterminous: Exclusivity runs for the same period as the Partnership Agreement

☐ Extended Beyond Partnership: Exclusivity continues for [NUMBER] months after Partnership Agreement terminates

☐ Shorter Than Partnership: Exclusivity ends on [DATE], even if Partnership continues

8.3 Post-Termination Exclusivity

Following termination or expiration of the Partnership Agreement or this Agreement:

☐ No post-termination exclusivity - Influencer may immediately engage with Competitors

☐ Cooling-off period: Influencer shall not Promote Competitors for [NUMBER] months after termination

☐ Active campaign wind-down: Influencer shall not Promote Competitors until [NUMBER] days after Brand's last use of Influencer's content

8.4 Early Termination of Exclusivity

Exclusivity terminates early if:

☐ Brand materially breaches and fails to cure
☐ Brand fails to pay exclusivity compensation
☐ Partnership Agreement is terminated by Brand without cause
☐ Mutual written agreement

9. COMPENSATION FOR EXCLUSIVITY

9.1 Exclusivity Premium

In consideration of exclusivity, Brand shall pay Influencer:

☐ Included in Partnership Fee: Exclusivity compensation is included in the base partnership compensation

☐ Separate Exclusivity Fee:

9.2 Opportunity Cost Compensation

If Influencer receives a bona fide offer from a Competitor that Influencer must decline due to exclusivity:

☐ No additional compensation - Influencer accepted this risk

☐ Right of first refusal compensation: Brand shall match or Influencer may accept (see Section 12)

☐ Opportunity cost payment: Brand shall pay [X]% of declined offer value

9.3 Payment Terms

• Payment method: [ACH/WIRE/CHECK/PLATFORM]
• Payment due within: [NUMBER] days of [INVOICE/DUE DATE]
• Late fee: [X]% per month

9.4 Adjustment for Extended Exclusivity

If exclusivity extends beyond the initial term:
- Exclusivity compensation shall be [RENEGOTIATED / INCREASED BY X% / CONTINUE AT SAME RATE]

10. PRE-EXISTING RELATIONSHIPS

10.1 Disclosure

Influencer has disclosed all pre-existing relationships with Competitors in Exhibit B.

10.2 Treatment of Pre-Existing Relationships

☐ Termination Required: Influencer shall terminate pre-existing Competitor relationships by [DATE]

☐ Grandfathered: Pre-existing relationships may continue through their natural term (not extended)

☐ Partial Grandfathering: The following may continue: [SPECIFY]; all others must terminate

10.3 No New Competitor Relationships

Influencer shall not enter into any new relationships with Competitors after the Effective Date.

10.4 Undisclosed Relationships

If undisclosed pre-existing Competitor relationships are discovered:
- Influencer shall immediately disclose to Brand
- Parties shall negotiate resolution in good faith
- Undisclosed material relationships may constitute breach

11. OBLIGATIONS & RESTRICTIONS

11.1 Influencer Obligations

During the Exclusivity Period, Influencer shall:

☐ Decline all Competitor partnership inquiries
☐ Promptly notify Brand of Competitor inquiries (if required by Section 13)
☐ Not negotiate with Competitors regarding future partnerships
☐ Not attend Competitor events as a sponsored guest
☐ Remove or hide Influencer's contact from Competitor-focused talent databases/platforms (if requested)
☐ Actively promote Brand as agreed in Partnership Agreement
☐ Maintain Influencer's public image consistent with Brand's values

11.2 Competitor Content Restrictions

Influencer shall NOT:

☐ Create sponsored content for Competitors
☐ Accept free products from Competitors for potential posting
☐ Wear/use/display Competitor products in posted content
☐ Tag, mention, or link to Competitors
☐ Participate in Competitor campaigns, even unpaid
☐ Allow Competitors to use Influencer's name, image, or likeness
☐ Provide testimonials or endorsements to Competitors
☐ Attend Competitor press/media events

11.3 Brand Obligations (If Full Exclusivity)

If Brand has granted Influencer full exclusivity (sole influencer status):

☐ Brand shall not engage other influencers in the Exclusive Category in the Territory
☐ Brand shall feature Influencer prominently in category marketing
☐ Brand shall provide Influencer with first opportunity for new campaigns

12. RIGHT OF FIRST REFUSAL

12.1 Grant of Right

☐ Not Applicable - No right of first refusal

☐ Brand's Right of First Refusal:

If Influencer receives a bona fide offer from a Competitor:

1. Influencer shall notify Brand within [NUMBER] days of receiving the offer
2. Notification shall include material terms (compensation, scope, duration)
3. Brand shall have [NUMBER] business days to exercise right of first refusal
4. If Brand matches or exceeds the offer, Influencer shall accept Brand's offer
5. If Brand declines, [Influencer may accept Competitor offer / Influencer still may not accept due to exclusivity]

12.2 Matching Terms

To exercise right of first refusal, Brand must offer:

☐ Identical compensation
☐ Comparable scope and terms
☐ Compensation within [X]% of Competitor offer

12.3 Post-Term Right of First Refusal

After exclusivity ends, Brand shall have right of first refusal for [NUMBER] months for any Competitor partnerships Influencer considers.

13. NOTIFICATION REQUIREMENTS

13.1 Competitor Inquiry Notification

☐ Not Required - Influencer need not notify Brand of Competitor inquiries

☐ Required: Influencer shall notify Brand within [NUMBER] days of receiving any partnership inquiry from a Competitor, including:
- Competitor name
- Nature of proposed partnership
- Proposed compensation (if disclosed)
- Influencer's intended response

13.2 Potential Conflict Notification

If Influencer is unsure whether a brand is a Competitor:
- Influencer shall notify Brand before engaging
- Brand shall respond within [NUMBER] business days
- Silence = not a Competitor (or = is a Competitor, specify)

13.3 Breach Notification

If Influencer inadvertently violates exclusivity:
- Influencer shall immediately notify Brand
- Influencer shall take corrective action as directed
- Prompt notification and cure may mitigate consequences

14. ENFORCEMENT & REMEDIES

14.1 Acknowledgment of Value

Influencer acknowledges that exclusivity is a material term of significant value to Brand, and violation would cause substantial harm.

14.2 Remedies for Breach

If Influencer breaches exclusivity:

Monetary Remedies:
☐ Influencer shall forfeit unpaid exclusivity compensation
☐ Influencer shall refund [X]% of exclusivity compensation received
☐ Influencer shall pay liquidated damages of $[AMOUNT]
☐ Brand may recover actual damages

Injunctive Relief:
☐ Brand may seek injunctive relief to prevent ongoing violations
☐ Influencer consents to injunctive relief without bond

Contract Remedies:
☐ Brand may terminate the Partnership Agreement immediately
☐ Brand may terminate this Agreement and future payments
☐ Brand may suspend payments pending resolution

14.3 Liquidated Damages

The Parties agree that actual damages from exclusivity breach would be difficult to calculate. Therefore:

Liquidated Damages Amount: $[AMOUNT] per violation

This amount represents a reasonable estimate of damages, not a penalty.

14.4 Cure Period

☐ No cure period for exclusivity breaches (material breach)

☐ Limited cure: Influencer has [NUMBER] days to remove violating content and mitigate harm

14.5 Survival

Remedies for breach survive termination of this Agreement.

15. TERMINATION OF EXCLUSIVITY

15.1 Automatic Termination

Exclusivity terminates automatically upon:

☐ Expiration of the Exclusivity Period
☐ Termination of the Partnership Agreement (if coterminous)
☐ Mutual written agreement

15.2 Termination by Influencer

Influencer may terminate exclusivity if:

☐ Brand fails to pay exclusivity compensation within [NUMBER] days of due date (after notice and cure period)
☐ Brand materially breaches the Partnership Agreement
☐ Brand enters bankruptcy or insolvency

15.3 Termination by Brand

Brand may terminate exclusivity (but not necessarily the broader partnership) if:

☐ Brand determines exclusivity is no longer commercially necessary
☐ Brand wishes to engage other influencers in the category

15.4 Effect of Termination

Upon termination of exclusivity:
- Influencer may engage with Competitors (subject to post-termination restrictions, if any)
- Compensation for exclusivity ceases
- Other Partnership Agreement terms continue unless separately terminated

15.5 Refund Upon Early Termination

If exclusivity terminates early:

☐ No refund - compensation is fully earned
☐ Pro-rata refund of prepaid exclusivity fees
☐ Refund calculation: [FORMULA]

16. REPRESENTATIONS & WARRANTIES

16.1 Influencer Represents and Warrants:

☐ Authority to enter this Agreement
☐ Has disclosed all existing Competitor relationships (Exhibit B)
☐ Is not currently under exclusivity with any Competitor
☐ Will not enter Competitor relationships during the Exclusivity Period
☐ Exclusivity restrictions are reasonable and enforceable
☐ Has received fair compensation for exclusivity

16.2 Brand Represents and Warrants:

☐ Authority to enter this Agreement
☐ Will pay exclusivity compensation as agreed
☐ Will not unreasonably expand the Competitor list

17. MISCELLANEOUS

17.1 Governing Law

This Agreement is governed by the laws of [STATE].

17.2 Dispute Resolution

☐ Litigation: Exclusive jurisdiction in [COUNTY, STATE]
☐ Arbitration: Binding arbitration in [CITY, STATE] under [AAA/JAMS] rules

17.3 Injunctive Relief

Either Party may seek injunctive relief in any court to prevent irreparable harm.

17.4 Entire Agreement

This Agreement, together with the Partnership Agreement and Exhibits, constitutes the entire agreement regarding exclusivity.

17.5 Amendments

Amendments require written agreement signed by both Parties.

17.6 Severability

If any provision is unenforceable, it shall be modified to the minimum extent necessary to be enforceable, and the remainder shall continue.

17.7 Waiver

Failure to enforce is not a waiver of future enforcement.

17.8 Assignment

Influencer may not assign. Brand may assign to affiliates or successors.

17.9 Notices

To addresses in Section 1.

17.10 Counterparts

May be executed electronically.

18. SIGNATURES

By signing below, the Parties agree to all terms of this Influencer Exclusivity Agreement.

BRAND:

Signature: ____________________________

Name: [PRINTED NAME]

Title: [TITLE]

Date: ____________________________

INFLUENCER:

Signature: ____________________________

Name: [PRINTED NAME]

Date: ____________________________

EXHIBIT A - COMPETITOR LIST

Primary Competitors (Direct Competition)

Secondary Competitors (Adjacent Competition)

Parent Companies & Affiliates

If a Competitor is owned by or affiliated with a larger company, the following related brands are also Competitors:

EXHIBIT B - PRE-EXISTING RELATIONSHIPS DISCLOSURE

Influencer discloses the following existing relationships with Competitors or potentially competing brands:

☐ Influencer has no pre-existing Competitor relationships to disclose.

EXHIBIT C - EXCLUSIVITY QUICK REFERENCE

What Influencer CAN Do:

☐ Private, personal use of Competitor products (not posted)
☐ Work with brands in non-competing categories
☐ Honor grandfathered relationships (Exhibit B)
☐ Activities specifically excepted in Section 6

What Influencer CANNOT Do:

☐ Sponsored content for Competitors
☐ Ambassador/spokesperson for Competitors
☐ Accept and post about Competitor gifts
☐ Affiliate relationships with Competitors
☐ Feature Competitor products in content
☐ New relationships with Competitors

If In Doubt:

1. Check Exhibit A (Competitor List)
2. If not listed, contact Brand at [EMAIL]
3. Wait for Brand response before engaging
4. When in doubt, decline the opportunity

[// GUIDANCE: Exclusivity provisions must be reasonable to be enforceable. Overly broad restrictions may be struck down by courts. Compensation should be proportionate to restrictions. Review with legal counsel for your jurisdiction.]