Influencer Agreement

Lindt shall mean "Ghirardelli Chocolate Company 1111 139th Ave, San Leandro CA 94578 USA"
Influencer shall mean "Confirmed participants in the National Dessert Day in the SF Bay Area campaign, facilitated via the Later Influencer Platform."
Project shall mean "National Dessert Day in the SF Bay Area"    
Project Term shall mean "the period from October 1, 2025 – December 10, 2025"
Content shall mean the following content and/or services that shall be created or provided by Influencer and provided to Lindt during the Project Term: One (1) Instagram Reel; One (1) Instagram Story (min. Two (2) Slides) to be posted to the social media platform commissioned by Influencer for the Ghirardelli Dessert Day x OpenTable Partnership. The content will be owned by Influencer but licensed to Lindt/Ghirardelli for use during the Project Term. (e.g., social amplification, reposting, campaign integration). The aim is to ensure that Ghirardelli is positively highlighted in and throughout the video. 

Commissioned Materials shall mean the ftollowing materials and/or works that shall be created by Influencer and supplied to Lindt (including the assignment by Influencer to Lindt of all intellectual property rights therein): One (1) Instagram Reel; One (1) Instagram Story (min. Two (2) Slides) to be posted to the respective social media platform commissioned by Influencer for the Ghirardelli Dessert Day x OpenTable Partnership 
Remuneration shall mean the good and valuable compensation the Influencer has received, receipt and sufficiency of which is expressly acknowledged by the Influencer. The lump sum payment the Influencer has received in the amount of 500USD via connected Stripe account on the Later platform, as well as a 250USD gift card to the agreed upon participating restaurant 
Involvement of Third Parties For creation and provision of Content Commissioned Materials, influencer may involve and/or subcontract the following third party/parties, which parties may be amended only upon prior written approval of Lindt, which approval may be granted or withheld in Lindt’s sole discretion: none 
Prior Written Approval Influencer may post Content and/or make Content publicly available (as agreed herein) without Lindt’s prior written approval: No (prior written approval required for each instance) 
Other Provisions This campaign requires exclusivity from Guittard and Valrhona for 90 days after the campaign term 
Applicable Terms & Conditions This Influencer Agreement is based on Lindt’s Terms and Conditions for Influencer Agreements which are incorporated herein by reference. Any terms not otherwise defined in this Influencer Agreement will assume the meanings set forth in the Terms and Conditions for Influencer Agreements. Influencer confirms with their signature to have read and understood the Terms and Conditions for Influencer. 
 

Terms and Conditions for Influencer Agreement 

1. Scope and Conclusion of the Influencer Agreement  

• 1.1 Lindt (as specified in the Influencer Agreement) seeks partnerships with social media influencers to represent Lindt and/or its products, services, or brands owned by, or licensed to, Lindt (the “Products”) towards its customers. The Influencer (as specified in the Influencer Agreement) is a blogger or social media influencer willing to use his/her social media accounts to provide promotional campaigns or services based on specific instructions by Lindt as set out in the Influencer Agreement (as defined below).
• 1.2  These Terms and Conditions are applicable to, and form an integral part of, any agreement entered into between Lindt and Influencer in connection with the provision of influencer services (the “Influencer Agreement”) and define the terms and conditions pursuant to which 
  • (a)    Influencer shall create, produce and publish content as set out in the Influencer Agreement ("Content") and/or, if requested by Lindt, create and supply to Lindt materials and works, including but not limited to photographs, videos, images, or similar creative works, as set out in the Influencer Agreement ("Commissioned Materials"; the provision of Content and Commissioned Materials together the "Services"); and
  • (b) Lindt and/or Influencer own and may use the Content and/or Commissioned Materials created under the Influencer Agreement. 

• 1.3  The Influencer Agreement becomes effective when the terms of the Influencer Agreement have been fully defined, and Lindt and Influencer have confirmed and agreed in writing to enter into the Influencer Agreement (e-mail suffices). 

2, Provision of the Services

• 2.1  The Influencer shall provide the Services personally in a professional, legal, and timely manner and in accordance with the Influencer Agreement, the instructions given by Lindt, and in full compliance with all applicable laws and regulations, including but not limited to the terms, conditions, guidelines, and policies of any social media network that the Influencer uses ("Regulations") when providing the Services.
• 2.2  The Influencer hereby agrees to clearly disclose the marketing or commercial nature of any content created, shared, or promoted in accordance with this Agreement in line with applicable Regulations. The Influencer undertakes that such disclosure shall: 
  •  Be easily noticeable and understandable to the average consumer,
  • Be in close proximity to the content that is being endorsed or advertised, and
  • Not be buried in a mix of hashtags, links, or other text that could obscure its meaning and/or visibility. 

 In addition, hashtags such as #Ad, #Sponsored, #GhirardelliPartner, #LindtPartner or #Promotion should be used as appropriate to signify the commercial nature of the content. For video content, the disclosure must be included both in the description box and verbally or through text in the video itself. In the case of live streams, the disclosure must be made periodically throughout the broadcast to ensure that viewers who join later are aware of the marketing/commercial nature of the content. 

Failure to adhere to these disclosure requirements will be considered a material breach of this Influencer Agreement, and Lindt reserves the right to terminate the Influencer Agreement and seek any applicable remedies available under the law. 

• 2.3  Influencer shall not, without Lindt's prior written approval, assign, mortgage, charge or dispose of any of their rights or obligations, or subcontract or otherwise delegate performance of Influencer’s obligations under the Influencer Agreement. In case of subcontracting, Influencer shall be fully responsible for any services provided by a subcontractor or third party. 
• 2.4  The Influencer shall act in the best interest of Lindt, and shall not provide during the term of the project as defined in the Influencer Agreement (the “Project Term”) and one (1) month thereafter 
  • (a)    any services that may negatively affect Lindt’s interests (e.g. criticizing Lindt, stating or suggesting that chocolate is an unhealthy product, sharing of content that promotes bigotry, racism or discrimination, etc.); and 
  • (b)    any services for chocolate products and/or companies manufacturing, distributing, or marketing chocolate or cacao products, in the territories where Lindt and/or one of its affiliates markets and/or sells products or services, unless previously approved in writing by Lindt. 
• 2.5  The Influencer shall comply with Lindt’s responsible marketing policy available here https://www.lindt-spruengli.com/sustainability/governance-documents and respect all guidelines and instructions given by Lindt to this effect. 
• 2.6  Unless expressly stated in the Influencer Agreement, Influencer may not publish or make in any way publicly accessible Content or any other material, data or information containing the Products, Lindt’s or one of its affiliates’ names, their trademarks, logos or other references to Lindt, without Lindt’s prior written approval. Unless expressly stated differently in the Influencer Agreement, Influencer shall send the final version of the created Content or Commissioned Materials to Lindt for review and prior written approval no later than ten (10) working days before publication and Influencer agrees to amend the Content or Commissioned Materials in accordance with Lindt's reasonable instructions. 
• 2.7 In the event of breach of Influencer’s obligations under the Influencer Agreement, the Influencer shall pay to Lindt a contractual penalty (the “Penalty Amount”) for each instance of breach that amounts to twice the amount of the Remuneration (as specified in the Influencer Agreement). Payment of the penalty shall not exempt the Influencer from further compliance with the Influencer Agreement. In any case, even if the penalty has been paid, Lindt may demand the removal of the contract-breaching condition as well as damages over and above the Penalty Amount. 
• 2.8  Lindt shall provide to Influencer all materials, data and other information that are relevant and necessary for the provision of the Services ("Lindt Materials") and shall reasonably cooperate with and assist the Influencer in their provision of the Services. The Influencer may not disclose or provide the Lindt Materials to any third party, nor use them for any purpose other than the provision of the Services. 
• 2.9  Lindt has the right to additionally consult with or commission third parties for the same or similar kind of services and obligations provided by Influencer pursuant to this Influencer Agreement in parallel at any time. 

3. Remuneration

• 3.1  As sole consideration for the provision of the Services and the grant of rights in and to the Content and/or the Commissioned Materials, Influencer shall receive the remuneration as set out in the Influencer Agreement ("Remuneration"). Services provided in excess of those defined for a project as defined in the Influencer Agreement ("Project") do not create any obligation for Lindt to provide additional compensation or other consideration to the Influencer, except upon prior written approval by Lindt, which may be granted or withheld by Lindt in its sole discretion. 
• 3.2  Any and all expenses incurred by the Influencer in connection with the provision of the Services or Influencer's obligations under the Influencer Agreement, including but not limited to expenses for clothing, jewellery, travel and accommodation ("Expenses"), shall be borne by the Influencer, unless expressly agreed upon in the Influencer Agreement. 
• 3.3  Any and all taxes, fees or other charge due in connection with the Remuneration or Expenses that are not required by applicable law or regulation to be paid by Lindt shall be borne by the Influencer. 

4. Intellectual Property Rights and Personality Rights  

• 4.1  General Provisions  
• 4.1.1. Lindt and Influencer shall remain the sole and exclusive owner of all intellectual property rights owned by each of them on the date of entering into the Influencer Agreement. Influencer acknowledges that Lindt is a licensee of the intellectual property rights owned by Chocoladefabriken Lindt & Sprüngli AG (the “Licensor”) and Influencer undertakes to use such intellectual property rights for the purpose of the provision of the Services only and Influencer does not and will not gain any right, title or interest therein. 
• 4.1.2  Lindt grants, or undertakes to procure the rights necessary to permit Licensor to grant, to Influencer during the Project Term the revocable, non-exclusive, royalty-free, non-sublicensable and non-transferable right to use the Lindt Materials, Lindt’s name, trademarks, logos, or references to Lindt or Licensor (collectively, the “Project Materials”), to the extent necessary to provide the Services as set out in the Influencer Agreement. The Influencer is in no case permitted to sub-license, modify or amend any of the Project Materials or any of Lindt’s or Licensor's other intellectual property or personality rights (collectively, Lindt’s “IP Rights”), or to use such IP Rights in connection with any third-party trademark, logo, brand or distinctive sign. 
• 4.1.3  The Influencer agrees to perform any acts, to accept any instructions or to submit any declarations that are deemed reasonably necessary by Lindt to execute the assignment or license as set out in this section 4. 
• 4.2 Rights in and to the Commissioned Materials 
• 4.2.1 Influencer undertakes to transfer and assign, and irrevocably transfers and assigns to Licensor, any and all rights, titles and interest in and to the Commissioned Materials created in connection with the Services provided under this Influencer Agreement, including but not limited to copyrights, designs or other intellectual property rights therein, with effect from its creation (including if such creation took place prior to execution of the Influencer Agreement). To the extent that applicable laws do not permit the assignment of any and all rights in and to the Commissioned Materials, the Influencer hereby grants to Licensor, Lindt, and their affiliates, the exclusive, royalty free, worldwide, perpetual, irrevocable, unlimited, sub-licensable and transferable right to copy, store, distribute, publish, adapt, edit, present, exploit and otherwise use in every conceivable form in every medium the Commissioned Materials for any purpose whatsoever. 
• 4.2.1 To the extent that any intellectual property rights cannot be assigned or licensed in accordance with section 4.2.1, Influencer hereby waives such intellectual property rights in and to the Commissioned Materials, including any moral rights, their right to assert such intellectual property rights in and to the Commissioned Materials against Lindt, Licensor, or their affiliates or successors, their attribution rights or any rights to be named the author of the Commissioned Materials. 
• 4.3 Right in and to the Content  
• 4.3.1 Influencer grants to Licensor, Lindt, and their affiliates, during the Project Term the unlimited, worldwide, royalty free, non-exclusive, irrevocable, sub-licensable and transferable right to use, reproduce, copy, store, modify, distribute, process, present, exploit, duplicate, disseminate, rework and otherwise use in every conceivable form and in every medium, any and all Content created or Services provided, by Influencer under the Influencer Agreement.  
• 4.3.2 Lindt, Licensor, and their affiliates may use Influencer’s name, account name(s), likeness, voice, images, and any other of Influencer's identifiable features, to promote, advertise, offer for sale, sell or otherwise increase awareness in, the Products in every medium during the Project Term. 
• 4.3.3 Influencer waives their right to assert their intellectual property rights or personality rights in and to the Content against Lindt, Licensor, their affiliates, Lindt’s sublicensees or successors during the Project Term and five (5) years thereafter. 
• 4.3.3 Influencer grants to Lindt, Licensor, and their affiliates the irrevocable, unlimited, perpetual, worldwide, royalty free, non-exclusive, sub-licensable and transferable right to archive and use Content created, or other Services provided by Influencer under the Influencer Agreement, for internal business purposes (e.g. annual general assembly, board meetings, etc.), including but not limited to the purpose of internal communication, or submission in litigation, arbitration or other formal disputes. 

5. Representations, Warranties, and Indemnification  

• 5.1 Influencer represents and warrants that the Content and the Commissioned Materials are original works of Influencer, Influencer owns all rights, title or interest in and to the Content and/or Commissioned Materials, Influencer may dispose of all rights granted under the Influencer Agreement, Influencer's provision of Services does not infringe any Regulations or contracts they may have with third parties, and that the Content and/or Commissioned Materials do not wrongfully incorporate or infringe intellectual property or personality rights of third parties. 
• 5.2 Influencer represents and warrants that any third parties involved in the provision of the Services and the creation of Content and Commissioned Materials and all intellectual property rights therein have either assigned to the Influencer or waived all of their rights (including intellectual property and personality rights) in respect of the Content or the Commissioned Materials. 
• 5.3 Influencer herby agrees to save, defend, indemnify, and hold harmless Lindt, Licensor, their affiliates, officers, directors, employees, consultants, and agents ("Indemnitees") from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expense and attorneys' fees, ("Losses") incurred by the Indemnitees as a direct or indirect result of or in connection with a breach of Influencer's representation or warranties under the Influencer Agreement. 
• 5.4 Influencer and Lindt agree to notify the other immediately if it should become aware of any claims by third parties with respect to infringements, such as intellectual property rights or privacy rights infringements, in connection with the Content and/or Commissioned Materials. The Influencer and Lindt undertake to reasonably assist each other when taking appropriate defensive measures. 
• 5.5 If Influencer is represented by an Agency (as specified in the Influencer Agreement), Agency represents and warrants that it is entering into the Influencer Agreement with the Influencer’s knowledge and authorization and that it has full power to dispose of the Influencer’s Services, rights and warranties under the Influencer Agreement. 

6. Confidentiality  

• 6.1  All information exchanged under the Influencer Agreement, including the existence and terms of the Influencer Agreement or information regarding Lindt’s business shall constitute "Confidential Information" unless it is either marked "not confidential", "for public use" or by similar expression. 
• 6.2  The party receiving Confidential Information (the "Receiving Party") shall keep it confidential, not disclose it to any third party, and take all the highest precautions in the industry, but at least the same precautions the Receiving Party takes to protect its own confidential information, to prevent disclosure and ensure the security of Confidential Information. The Receiving Party shall comply with reasonable instructions of the party disclosing such information (the "Disclosing Party") with regard to security and shall ensure that Confidential Information is disclosed only to those of its employees and third parties who need to know it for the purpose of performing the parties' obligations under the Influencer Agreement and who are bound by appropriate and legally binding confidentiality obligations at least as strict as the obligations set out in this section. 
• 6.3  Where personal data is transferred from Lindt to the Influencer or is collected and evaluated by the Influencer itself to provide the Services, the Influencer shall comply with the instructions of Lindt with respect to data processing and to process personal data only in accordance with applicable data protection regulations. 

7. Term and Termination 

• 7.1  The Influencer Agreement shall enter into force upon Influencer’s provision of the Services or beginning of the Project Term (as specified in the Influencer Agreement), whichever is earlier, and remain in full force and effect until end of the Project Term or completion of Influencer’s provision of the Services, whichever is later. 
• 7.2  Either Party may terminate the Influencer Agreement for any material breach by the other Party. Such termination shall be communicated by giving written notice to the other Party (the “Breach Notice”), including reference to the specific term or terms that have been materially breached and whether such breach or breaches are capable of remedy. If the specified material breach or breaches are not capable of remedy, termination of the Influencer Agreement shall occur immediately upon receipt by the Party in breach of the Breach Notice. If the specified material breach or breaches are capable of remedy, the breaching party shall have five (5) days after receiving a qualified Breach Notice to cure the identified breach or breaches, after which any uncured material breach shall result in immediate termination of the Influencer Agreement. 
• 7.3  Lindt may terminate the Influencer Agreement or individual Services without cause before the Services for the specific Project are performed and may request deletion of any Content at any time before, during, or after the Project Term. If Lindt terminates Services or Project without cause before the Services are performed, it shall pay to Influencer a share of the Remuneration corresponding pro rata to the demonstrated completion of the Services. No further costs or loss shall be reimbursed by Lindt. 
• 7.4  Upon termination of the Influencer Agreement for any reason, or upon Lindt’s request, Influencer shall  
  • (a)    immediately cease to use the Products, Lindt’s or Licensor's name or their intellectual property, except for Content that shall stay publicly available in accordance with Influencer's obligations under the Influencer Agreement, unless deletion of such Content is requested by Lindt; and 
  • (b)    at Lindt’s choice, communicated to the Influencer in writing, promptly return the Lindt Materials to Lindt or destroy the Lindt Materials and confirm their destruction to Lindt in writing. 
• 7.5  In case of termination of the Influencer Agreement by either party and unless otherwise stipulated in the Influencer Agreement, the remainder of this Influencer Agreement, in particular but not limited to sections 4.2 (Rights in and to the Commissioned Materials), 4.3 (Rights in and to the Content), 5 (Representations, Warranties, and Indemnifications), 6 (Confidentiality), 7 (Term and Termination), and 8 (Governing Law and Dispute Resolution) shall remain in full force and effect and shall survive the termination or expiration of the Influencer Agreement. 

8. Governing Law and Dispute Resolution  

• 8.1  This Influencer Agreement shall be governed by and construed in accordance with the provisions of substantive law applicable at the domicile of Lindt to the exclusion of its conflict of law rules. 
• 8.2  The courts at the domicile of Lindt shall have exclusive jurisdiction concerning all disputes arising out of or in connection with the Influencer Agreement. Lindt may alternatively take legal actions at the place of residence of the Influencer. 

9. Miscellaneous  

• 9.1  The relationship between Lindt and Influencer is that of independent contractors, and the parties agree that they have not and shall not hold themselves out as, nor shall they be deemed to be, an agent, joint venture, or employee of the other. 
• 9.2  The Influencer Agreement supersedes and replaces any and all other agreements, covenants or understandings in writing or orally of the parties on the subject matter of the Influencer Agreement. 
• 9.3  Any modification of the Influencer Agreement shall be valid only if accepted by a duly written acceptance notice (email suffices) by the entitled representative of each party. 
• 9.4  No waiver by any party of any breach or default by the other party under the Influencer Agreement shall be construed as a waiver of the same or any subsequent breach or default, nor shall any delay or omission to seek a remedy or exercise a right be construed as a waiver by the other party of its right or remedies with respect to such breach or default. 
• 9.5  In case any provision in the Influencer Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability. The parties agree that the invalid, illegal or unenforceable provision shall be replaced by a provision that is close to the commercial purpose of the invalid, illegal or unenforceable provision intended by the parties. 

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