Koia Krew Terms & Agreements

This Agreement, executed on _________, 20__, is entered into by and between Rawnature5, Corp. with an address of 1920 n Hillhurst ave Los Angeles, CA 90027 (hereinafter referred to as the “Rawnature5, Corp. ”) and __________________Brand Ambassador with an address of ________________________ (hereinafter, the “Brand ambassador”). Company and Brand ambassador may be referred to collectively as the “Parties.” For good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows:

  1. ENGAGEMENT. Company hereby engages Super Fan Brand Ambassador from the date of execution of this Agreement through and including the date(s) of performance (“the Term”) for the limited purpose of promoting certain brands and brand content, through brand ambassador social media outlets. The nature of the brand content to be promoted and the specific details and requirements of the promotion is outlined in the attached Schedule A. During the Term, Super Fan Brand Ambassador agrees to be engaged for the purpose of promoting the brand content and to be bound by the guidelines as attached as Schedule B (“Guidelines”). Company hereby appoints Super Fan Brand Ambassador as its representative on a non-exclusive, non-employee basis to endorse and promote its services to the target audience. 
  2. DELIVERABLES. Super Fan Brand Ambassador will deliver the agreed number of posts on the agreed platforms on behalf of Rawnature5, Corp. as outlined in Schedule A. The Services shall conform to the specifications and instructions of Company as outlined in Schedule B, abide by the rules of the relevant social media platforms, and are subject to Company’s acceptance and approval. 
  3. OWNERSHIP. Super Fan Brand Ambassador acknowledges and agrees that Rawnature5, Corp. for the purpose of performing the Services under this Agreement shall own, exclusively and in perpetuity, all rights of whatever kind and character, throughout the universe and in any and all languages, in and to the videos, photographs, text and/or all works of similar nature produced, developed, or created by Super Fan Brand Ambassador for this Agreement, and any and all intellectual property rights thereto, including trademarks, trade secrets, trade dress, design, mask work, copyrights, and patent rights (collectively, the “Content”), including the right to sublicense the Content to Company’s brand partners (the “Brand Affiliates”) . Notwithstanding the foregoing, Super Fan Brand Ambassador may delete posts from his/her owned and/or controlled social media channels containing any Content after a period of thirty (30) days from post date. 
  4. USAGE. Rawnature5, Corp. shall cause Super Fan Brand Ambassador to grant to Rawnature5, Corp. and to Brand Affiliates a limited, non-exclusive, royalty free, right and license to feature Content generated by Brand ambassador as part of the Campaign (including brand ambassador’s name and likeness) on Rawnature5, Corp.’s and Brand Affiliates owned and controlled social media platforms and within third party digital and broadcast platforms and print platforms including but are not limited to: ad networks, email marketing, paid search listings, television, radio, newspapers, magazines and brochures, Facebook, Instagram, Twitter, Tumblr, YouTube, Pinterest, Vine, Google+ and website blogs during the term of this Agreement and for a period of twelve (12) months thereafter. (b) Intellectual Property Rights. No license or other right of any kind is granted by Rawnature5, Corp. or Client to Super Fan Brand Ambassador, except as expressly provided in these Terms. Super Fan Brand Ambassador shall not use Rawnature5, Corp. or Client’s copyrights, trademarks, trade names, or other intellectual property in any way except to the limited extent as may be expressly agreed in the Term Sheet.
  5. LICENSE. Company grants to Super Fan Brand Ambassador a temporary license to use the Brand Affiliates name and promotional materials as may be necessary to achieve the promotional purpose but only in compliance with the Guidelines and only to achieve the promotional purpose as described in the Schedule A. Super Fan Brand Ambassador grants to Company a perpetual license to use Super Fan Brand Ambassador name and likeness in all media including Company website and the brand website and on social media sites and in all formats of print and digital media advertising. 
  6. CANCELLATION. Either party may terminate this agreement immediately without a written notice if the other party breaches this agreement.  In addition, in the event that Super Fan Brand Ambassador has breached this agreement, Company may (i) immediately terminate Super Fan Brand Ambassador partnership and  (ii) instruct Super Fan Brand Ambassador to cease all promotional activities or make clarifying statements, and Super Fan Brand Ambassador shall immediately comply. Either party may terminate this agreement at any time without cause. 
  7. CONFIDENTIALITY AND EXCLUSIVITY. During the course of Super Fan Brand Ambassador performance of services for Company, Super Fan Brand Ambassador will receive, have access to and create documents, records and information of a confidential and proprietary nature to Company and customers of Company. Super Fan Brand Ambassador acknowledges and agrees that such information is an asset of Company or its clients, is not generally known to the trade, is of a confidential nature and, to preserve the goodwill of Company and its clients must be kept strictly confidential and used only in the performance of Super Fan Brand Ambassador duties under this Agreement. Super Fan Brand Ambassador agrees that he/she will not use, disclose, communicate, copy or permit the use or disclosure of any such information to any third party in any manner whatsoever except to the existing employees of Company or as otherwise directed by Company in the course of Super Fan Brand Ambassador performance of services under this Agreement, and thereafter only with the written permission of Company. Upon termination of this Agreement or upon the request of Company, Super Fan Brand Ambassador will return to Company all of the confidential information, and all copies or reproductions thereof, which are in Brand ambassador’s possession or control. 



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