NAME, IMAGE, AND LIKENESS (NIL) AGREEMENT

Agreement ID: [________________________________]

This Name, Image, and Likeness Agreement ("Agreement") is entered into as of [__/__/____] ("Effective Date"), by and between:

ATHLETE:
Full Legal Name: [________________________________]
Date of Birth: [__/__/____]
Institution: [________________________________]
Sport(s): [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Phone: [________________________________]
Email: [________________________________]
Social Media Handles: [________________________________]

("Athlete")

AND

COMPANY/BRAND:
Legal Entity Name: [________________________________]
DBA (if applicable): [________________________________]
Business Address: [________________________________]
City, State, ZIP: [________________________________]
Contact Person: [________________________________]
Phone: [________________________________]
Email: [________________________________]

("Company")

RECITALS

WHEREAS, Athlete is a student-athlete at [________________________________] ("Institution") participating in NCAA Division [☐ I ☐ II ☐ III] athletics; and

WHEREAS, Athlete possesses valuable name, image, and likeness ("NIL") rights; and

WHEREAS, Company desires to engage Athlete's NIL for promotional and marketing purposes; and

WHEREAS, Athlete desires to provide such NIL services subject to the terms and conditions herein; and

WHEREAS, this Agreement is intended to comply with all applicable NCAA rules, state laws, and institutional policies;

NOW, THEREFORE, in consideration of the mutual covenants contained 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 "NIL" or "Name, Image, and Likeness" means Athlete's name, nickname, photograph, portrait, likeness, image, signature, voice, persona, and biographical information.

1.2 "Deliverables" means the specific content, appearances, or services to be provided by Athlete as described in Exhibit A.

1.3 "Territory" means the geographic area where Company may use Athlete's NIL as specified in Section 3.

1.4 "Term" means the duration of this Agreement as specified in Section 2.

1.5 "Approved Uses" means the specific types of media and promotional activities for which Athlete's NIL may be used as described in Section 4.

ARTICLE 2: TERM

2.1 Initial Term

This Agreement shall commence on the Effective Date and continue until [__/__/____] ("Expiration Date"), unless earlier terminated as provided herein.

Duration:
☐ [____] months
☐ [____] year(s)
☐ Single event/campaign (dates: [__/__/____] to [__/__/____])
☐ Other: [________________________________]

2.2 Renewal

☐ This Agreement shall NOT automatically renew.

☐ This Agreement shall automatically renew for successive [____]-month terms unless either party provides written notice of non-renewal at least [____] days prior to expiration.

☐ Company has the option to renew for [____] additional term(s) of [____] months each upon [____] days' written notice and payment of renewal fee of $[________________________________].

2.3 Early Termination

Either party may terminate this Agreement:

a) Immediately upon written notice if the other party materially breaches this Agreement and fails to cure within [____] days of written notice

b) Immediately if Athlete becomes ineligible for NCAA competition

c) Immediately if continued performance would violate NCAA rules, state law, or institutional policy

d) Upon [____] days' written notice for convenience (with pro-rated compensation adjustment)

ARTICLE 3: GRANT OF RIGHTS

3.1 License Grant

Athlete hereby grants to Company a:

☐ Non-exclusive license
☐ Exclusive license (within the category described in Section 3.3)

to use Athlete's NIL solely for the Approved Uses during the Term in the Territory.

3.2 Territory

Company's rights under this Agreement extend to:

☐ United States only
☐ United States and Canada
☐ North America
☐ Worldwide
☐ Specific states/regions: [________________________________]
☐ Digital/online only (no geographic restriction)

3.3 Exclusivity Category (if applicable)

If this is an exclusive agreement, exclusivity applies only to the following product/service category:

Exclusive Category: [________________________________]

Athlete retains the right to enter into NIL agreements with companies in all other categories.

3.4 Reserved Rights

Athlete expressly reserves:

a) All rights not specifically granted herein
b) The right to use NIL for personal, non-commercial purposes
c) The right to approve all uses of NIL prior to publication (unless waived in Exhibit A)
d) The right to engage in NIL activities with non-competing brands

ARTICLE 4: APPROVED USES

4.1 Permitted Uses

Company may use Athlete's NIL for the following purposes:

☐ Social media posts and content
☐ Website and digital advertising
☐ Print advertising (newspapers, magazines)
☐ Television commercials
☐ Radio/podcast advertising
☐ Billboards and outdoor advertising
☐ Product packaging
☐ Point-of-sale materials
☐ Promotional events and appearances
☐ Autograph sessions
☐ Merchandise bearing Athlete's NIL
☐ Email marketing
☐ Press releases and media communications
☐ Other: [________________________________]

4.2 Prohibited Uses

Company shall NOT use Athlete's NIL for:

☐ Political campaigns or advocacy
☐ Religious organizations or causes
☐ Alcohol or tobacco products
☐ Gambling or sports betting (unless legal and approved)
☐ Adult entertainment or sexually explicit content
☐ Weapons or firearms
☐ Any illegal product or service
☐ Any use that violates NCAA rules
☐ Any use that violates institutional policy
☐ Any use implying institutional endorsement without approval
☐ Other: [________________________________]

4.3 Approval Rights

☐ Athlete shall have the right to approve all uses of NIL prior to publication. Company shall submit proposed uses at least [____] business days in advance. Athlete shall respond within [____] business days; failure to respond shall be deemed:
☐ Approval
☐ Rejection

☐ Athlete waives prior approval rights for uses substantially consistent with the approved creative concepts attached as Exhibit B.

ARTICLE 5: DELIVERABLES AND SERVICES

5.1 Athlete Deliverables

Athlete agrees to provide the following (detailed specifications in Exhibit A):

Social Media Content:
☐ [____] Instagram posts
☐ [____] Instagram Stories/Reels
☐ [____] TikTok videos
☐ [____] Twitter/X posts
☐ [____] YouTube videos
☐ [____] Other: [________________________________]

Appearances:
☐ [____] in-person appearances of approximately [____] hours each
☐ [____] virtual appearances of approximately [____] hours each
☐ [____] autograph sessions of approximately [____] hours each
☐ [____] photo/video shoots of approximately [____] hours each

Other Services:
☐ Product endorsement photography session
☐ Commercial filming (estimated [____] hours)
☐ Interview or testimonial
☐ Product usage/demonstration
☐ Other: [________________________________]

5.2 Content Requirements

All content created by Athlete shall:

a) Include appropriate FTC-required disclosures (#ad, #sponsored, or equivalent)
b) Be original and not infringe third-party rights
c) Comply with applicable social media platform terms of service
d) Not disparage Company, its products, or competitors
e) Maintain professional standards consistent with Athlete's public image

5.3 Scheduling

Company shall provide Athlete with at least [____] days' advance notice of any required appearance or service. All scheduling shall:

a) Avoid conflicts with Athlete's academic schedule
b) Avoid conflicts with team practices and competitions
c) Be mutually agreed upon by the parties
d) Comply with institutional policies on outside activities

5.4 Company Responsibilities

Company shall provide:

☐ Transportation to/from appearances (or reimbursement)
☐ Accommodations (if overnight required)
☐ Meals during appearances
☐ Products for Athlete's use and content creation
☐ Professional hair/makeup for photo/video shoots
☐ All equipment and materials needed for shoots
☐ Content creation support (photography, videography)
☐ Other: [________________________________]

ARTICLE 6: COMPENSATION

6.1 Total Compensation

In consideration for Athlete's services and grant of rights, Company agrees to pay Athlete:

Total Agreement Value: $[________________________________]

6.2 Payment Structure

Compensation shall be paid as follows:

☐ Lump Sum Payment:
$[________________________________] due within [____] days of execution

☐ Milestone Payments:
| Milestone | Amount | Due Date |
|-----------|--------|----------|
| Execution of Agreement | $[________] | [__/__/____] |
| Completion of [________] | $[________] | [__/__/____] |
| Completion of [________] | $[________] | [__/__/____] |
| Final delivery | $[________] | [__/__/____] |

☐ Per-Deliverable Payments:
| Deliverable | Rate |
|-------------|------|
| Social media post | $[________] per post |
| Appearance | $[________] per hour |
| Autograph session | $[________] per session |
| Other: [________] | $[________] |

☐ Monthly Retainer:
$[________________________________] per month, due on the [____] day of each month

6.3 Additional Compensation

Performance Bonuses:
☐ $[________] if content achieves [________] views/engagements
☐ $[________] upon renewal of Agreement
☐ Other: [________________________________]

Products/Merchandise:
Athlete shall receive the following products at no cost:
[________________________________]
Estimated value: $[________________________________]

6.4 Payment Method

Payments shall be made by:
☐ Check payable to [________________________________]
☐ Direct deposit/ACH to account designated by Athlete
☐ Wire transfer
☐ Other: [________________________________]

6.5 Taxes

Athlete acknowledges that Athlete is responsible for all applicable federal, state, and local taxes on compensation received under this Agreement. Company shall issue IRS Form 1099 for payments totaling $600 or more in a calendar year.

ARTICLE 7: NCAA AND INSTITUTIONAL COMPLIANCE

7.1 Compliance Acknowledgment

Both parties acknowledge that this Agreement is subject to:

a) NCAA Constitution and Bylaws
b) Applicable conference rules
c) State NIL laws where Athlete attends institution
d) Institutional NIL policies

7.2 Disclosure Requirements

Athlete agrees to disclose this Agreement to:

☐ Institution's Athletics Compliance Office
☐ Applicable state disclosure registry
☐ NIL clearinghouse (e.g., NIL Go) if required
☐ Other required parties: [________________________________]

Disclosure Deadline: Within [____] business days of execution

7.3 Prohibited Elements

The parties confirm this Agreement does NOT include:

☐ Pay-for-play (payment contingent on athletic performance)
☐ Inducement to enroll at or remain at a particular institution
☐ Compensation for on-field achievements or statistics
☐ Any quid pro quo for athletic participation
☐ Use of institutional marks without proper authorization

7.4 Compliance Modifications

If any provision of this Agreement is determined to violate NCAA rules, state law, or institutional policy:

a) The parties agree to negotiate in good faith to modify such provision
b) If modification is not possible, the provision shall be severed
c) Remaining provisions shall continue in full force
d) Compensation shall be equitably adjusted if material terms are modified

7.5 Institutional Rights

Athlete acknowledges that:

a) Institution's marks, logos, and trademarks may not be used without Institution's approval
b) Official team uniforms and equipment may not appear in commercial content without approval
c) Institution facilities may not be used for commercial purposes without approval
d) This Agreement does not imply institutional endorsement of Company

ARTICLE 8: REPRESENTATIONS AND WARRANTIES

8.1 Athlete Represents and Warrants:

a) Athlete has the legal right and authority to enter into this Agreement and grant the rights herein

b) Athlete is currently eligible to participate in NCAA athletics

c) Athlete has disclosed this Agreement (or will disclose within required timeframe) to Institution's compliance office

d) Athlete is not bound by any agreement that would conflict with this Agreement

e) Athlete's participation will not violate NCAA rules, state law, or institutional policy

f) Any content created by Athlete will be original and not infringe third-party rights

g) If Athlete is under 18 years of age, Athlete has obtained parental/guardian consent

8.2 Company Represents and Warrants:

a) Company has the legal right and authority to enter into this Agreement

b) Company's use of Athlete's NIL will comply with all applicable laws

c) Company will not use Athlete's NIL in any manner that would cause Athlete to violate NCAA rules

d) Company has the financial ability to perform its payment obligations

e) Company's products and services are legal and do not violate any applicable regulations

f) Company will include all required FTC disclosures in advertising featuring Athlete

ARTICLE 9: INTELLECTUAL PROPERTY

9.1 Ownership of Athlete's NIL

Athlete retains all ownership rights in Athlete's NIL. This Agreement grants only a license, not an assignment, of such rights.

9.2 Content Ownership

Content created under this Agreement shall be owned as follows:

☐ Company owns all content: Company shall own all content created, subject to Athlete's underlying NIL rights.

☐ Athlete owns all content: Athlete owns all content created and licenses it to Company for the Term and Approved Uses.

☐ Joint ownership: Parties shall jointly own content, with each having the right to use for non-commercial purposes without consent.

☐ Other arrangement: [________________________________]

9.3 Post-Term Usage

Upon expiration or termination:

a) Company shall cease all active use of Athlete's NIL within [____] days
b) Company may retain archived copies for legal/record-keeping purposes only
c) Company shall remove Athlete's NIL from websites and active marketing within [____] days
d) Athlete shall remove Company-branded content from personal channels within [____] days (unless otherwise agreed)

ARTICLE 10: INDEMNIFICATION AND LIABILITY

10.1 Athlete Indemnification

Athlete shall indemnify and hold harmless Company from claims arising from:

a) Athlete's breach of this Agreement
b) Athlete's gross negligence or willful misconduct
c) Claims that Athlete's content infringes third-party rights

10.2 Company Indemnification

Company shall indemnify and hold harmless Athlete from claims arising from:

a) Company's breach of this Agreement
b) Company's use of Athlete's NIL beyond Approved Uses
c) Company's products or services
d) Company's negligence or willful misconduct

10.3 Limitation of Liability

Neither party's liability shall exceed the total compensation paid or payable under this Agreement, except for claims arising from willful misconduct or indemnification obligations.

ARTICLE 11: CONFIDENTIALITY

11.1 Confidential Information

The parties agree to keep confidential:

a) Financial terms of this Agreement
b) Non-public business information
c) Marketing strategies and plans
d) Personal information of Athlete

11.2 Exceptions

Either party may disclose Agreement terms:

a) As required by law or legal process
b) To professional advisors bound by confidentiality
c) To NCAA, conference, or institution as required
d) To government agencies as required

11.3 Public Announcements

☐ Neither party shall issue press releases without prior approval
☐ Company may issue press release subject to Athlete's approval
☐ Company may publicly announce partnership without prior approval

ARTICLE 12: DISPUTE RESOLUTION

12.1 Governing Law

This Agreement shall be governed by the laws of the State of [________________________________].

12.2 Informal Resolution

The parties shall attempt to resolve any dispute informally for at least [____] days before pursuing other remedies.

12.3 Mediation/Arbitration

If informal resolution fails:

☐ Disputes shall be submitted to binding arbitration under AAA Commercial Rules in [________________________________]

☐ Disputes shall be submitted to non-binding mediation, followed by litigation if mediation fails

☐ Either party may pursue litigation in courts of [________________________________]

ARTICLE 13: GENERAL PROVISIONS

13.1 Entire Agreement

This Agreement, including all Exhibits, constitutes the entire agreement between the parties.

13.2 Amendments

This Agreement may only be amended in writing signed by both parties.

13.3 Assignment

Neither party may assign this Agreement without prior written consent, except Company may assign to an affiliate or successor entity.

13.4 Notices

All notices shall be in writing to the addresses above or as updated in writing.

13.5 Severability

If any provision is held invalid, the remainder shall continue in effect.

13.6 Waiver

Failure to enforce any provision shall not constitute waiver.

13.7 Force Majeure

Neither party shall be liable for delays due to circumstances beyond reasonable control, including but not limited to pandemic, natural disaster, or government action.

13.8 Independent Contractor

Athlete is an independent contractor, not an employee of Company.

SIGNATURES

ATHLETE:

Signature: ________________________________
Printed Name: [________________________________]
Date: [__/__/____]

PARENT/GUARDIAN (required if Athlete is under 18):

Signature: ________________________________
Printed Name: [________________________________]
Relationship: [________________________________]
Date: [__/__/____]

COMPANY:

Signature: ________________________________
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

EXHIBIT A: DELIVERABLES SPECIFICATION

Additional Specifications:
[________________________________]
[________________________________]

EXHIBIT B: APPROVED CREATIVE CONCEPTS

(Attach approved images, scripts, or creative briefs)

EXHIBIT C: COMPLIANCE CERTIFICATION

Athlete Certification:

I certify that:
1. I have reviewed this Agreement with my institution's compliance office (or will do so within the required timeframe)
2. I understand my disclosure obligations under NCAA rules and state law
3. This Agreement does not include any prohibited inducements or pay-for-play elements
4. I have consulted with legal counsel or had the opportunity to do so

Athlete Initials: [____] Date: [__/__/____]

Company Certification:

Company certifies that:
1. This Agreement is for legitimate marketing purposes at fair market value
2. This Agreement is not intended as an inducement for enrollment or athletic performance
3. Company understands and will comply with applicable NIL regulations

Company Representative Initials: [____] Date: [__/__/____]

This template is designed to comply with current NCAA NIL policies and applicable state laws. NIL regulations are rapidly evolving; parties should verify current compliance requirements before execution. Total compensation of $600 or more must be reported to the IRS and disclosed to the institution within required timeframes.