VAN LIFE™ Product Placement Advertising Agreement
Effective Date: 8/10/24
This Product Placement Advertising Agreement (the “Agreement”) is entered into as of [Insert Date] (the “Effective Date”), by and between [Your Company Name], a [State] corporation, with its principal place of business at [Company Address] (“Brand”), and VAN LIFE LLC, a [State] limited liability company, with its principal place of business at [VAN LIFE LLC Address] (“VAN LIFE”).
1. Purpose of Agreement
The purpose of this Agreement is to establish the terms and conditions under which the Brand will engage in the strategic placement of its products, services, or brand within entertainment content produced by VAN LIFE™, including but not limited to movies, television shows, music videos, song lyrics, and NFTs.
2. Definitions
•Content: Refers to any form of entertainment media, including but not limited to movies, television shows, music videos, song lyrics, and NFTs, produced by VAN LIFE™.
•Product Placement: The inclusion of the Brand’s products, services, or brand within the Content in a manner agreed upon by both parties.
•Compensation: The payment or other consideration provided by the Brand to VAN LIFE™ in exchange for the Product Placement, as detailed in this Agreement.
•NFT Holder: An individual or entity that holds a VAN LIFE™ NFT, providing them the right to propose and engage in product placement opportunities with VAN LIFE™.
3. Scope of Work
•3.1 Content Integration: VAN LIFE™ agrees to incorporate the Brand’s products, services, or brand into the Content as specified in Exhibit A (the “Placement Plan”), attached hereto and incorporated herein by reference.
•3.2 Creative Control: While the Brand may propose specific placements, VAN LIFE™ retains full creative control over how the product, service, or brand is integrated into the Content, ensuring it aligns with the overall narrative and aesthetic of the project.
•3.3 Approval: VAN LIFE™ shall present the final placement concept to the Brand for approval prior to filming or production. The Brand shall provide feedback or approval within [Number] business days. If no feedback or approval is provided within this period, the placement shall be deemed approved.
4. Compensation
The Brand agrees to compensate VAN LIFE™ for the Product Placement in accordance with the Compensation Model selected by the Brand and detailed in Exhibit B (the “Compensation Plan”), attached hereto and incorporated herein by reference. Possible Compensation Models include, but are not limited to:
4.1 One-Time Fee: A single, upfront payment of [Insert Amount] to VAN LIFE™ upon execution of this Agreement.
4.2 Royalties and Residuals: A percentage of the revenue generated from the Content, as specified in the Compensation Plan.
4.3 Licensing Agreement: Licensing fees based on the usage of the Brand’s product, service, or brand within the Content, detailed in Exhibit B.
4.4 Equity Stake: A percentage of ownership in the Brand, as agreed upon by both parties.
4.5 Product Ownership and Co-Creation: A joint ownership or co-creation agreement of a new product or service, as detailed in the Compensation Plan.
4.6 Brand Ambassador Role: A negotiated fee or other consideration for VAN LIFE™ to serve as a brand ambassador, promoting the Brand across various platforms.
4.7 Cross-Promotion and Barter: An exchange of goods, services, or promotional opportunities, as detailed in the Compensation Plan.
5. Term and Termination
5.1 Term: This Agreement shall commence on the Effective Date and continue until [Insert Date] or until the completion of the obligations by both parties under this Agreement, whichever occurs first.
5.2 Termination for Convenience: Either party may terminate this Agreement for any reason upon [Number] days’ written notice to the other party.
5.3 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within [Number] days after receiving written notice of the breach.
5.4 Effect of Termination: Upon termination, VAN LIFE™ shall cease all use of the Brand’s products, services, or brand in any future Content, and any unpaid compensation due to VAN LIFE™ up to the date of termination shall be payable in full.
6. Intellectual Property
6.1 Ownership: VAN LIFE™ retains all rights, title, and interest in and to the Content, including any intellectual property created in connection with the Content. The Brand retains all rights, title, and interest in and to its products, services, or brand, subject to the licenses granted under this Agreement.
6.2 License: The Brand hereby grants to VAN LIFE™ a non-exclusive, royalty-free license to use the Brand’s trademarks, logos, and other intellectual property as necessary to fulfill VAN LIFE’s obligations under this Agreement.
7. Confidentiality
7.1 Confidential Information: Each party agrees to keep confidential any proprietary or non-public information disclosed by the other party in connection with this Agreement (“Confidential Information”).
7.2 Use of Confidential Information: Confidential Information shall be used solely for the purposes of performing the obligations under this Agreement and shall not be disclosed to any third party without the prior written consent of the disclosing party.
8. Representations and Warranties
8.1 By VAN LIFE: VAN LIFE™ represents and warrants that it has the right to enter into this Agreement and perform its obligations hereunder.
8.2 By the Brand: The Brand represents and warrants that it has the right to enter into this Agreement and grant the licenses described herein, and that the use of its products, services, or brand as contemplated by this Agreement will not infringe any third party’s rights.
9. Indemnification
9.1 By VAN LIFE: VAN LIFE™ agrees to indemnify, defend, and hold harmless the Brand from and against any claims, damages, liabilities, costs, and expenses arising out of or related to VAN LIFE’s breach of this Agreement.
9.2 By the Brand: The Brand agrees to indemnify, defend, and hold harmless VAN LIFE™ from and against any claims, damages, liabilities, costs, and expenses arising out of or related to the Brand’s breach of this Agreement or the use of the Brand’s products, services, or brand in the Content.
10. Limitation of Liability
In no event shall either party be liable to the other for any indirect, incidental, special, or consequential damages, including but not limited to lost profits, arising out of or related to this Agreement, even if advised of the possibility of such damages.
11. Miscellaneous
11.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.
11.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral.
11.3 Amendments: This Agreement may be amended only by a written instrument executed by both parties.
11.4 Assignment: Neither party may assign this Agreement without the prior written consent of the other party.
11.5 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.
11.6 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
12. Signatures
IN WITNESS WHEREOF, the parties hereto have executed this VAN LIFE™ Product Placement Advertising Agreement as of the Effective Date.
**[BRAND NAME]**
By: ________________________________________
Name: ______________________________________
Title: _______________________________________
Date: _______________________________________
**VAN LIFE LLC**
By: ________________________________________
Name: ______________________________________
Title: _______________________________________
Date: _______________________________________