INFLUENCER ENDORSEMENT AGREEMENT

   This “Influencer Endorsement Agreement” (the “Agreement”) is made between MASTER TAILGATERS, LLC, a California corporation with its principal place of business at ADDRESS (the “Company”), and the person accepting this agreement (the “Endorser”) (each a “Party” and together the “Parties”).

INTENT OF PARTIES

Endorser is recognized and widely known throughout the U.S. as an influencer on social media.. Company is in the business of the manufacture, distribution, and sale of various products (the “Products”) and wishes to promote their sale with the support of Endorser on the terms and conditions of this Agreement.

1.   DEFINITIONS. Except as otherwise defined in this Agreement, all capitalized terms in this Agreement shall have the meanings set forth in this Section 1.

   “Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person.

“Competitive Products” means products that serve the same purpose as the Products or are otherwise deemed by potential buyers as being reasonable substitutes or replacements for the Products.

“Confidential Information” has the meaning set forth in Section 10.

“Content” has the meaning in Section 3.1.

“Control” (and the terms “Controlled by” and “under common Control with”) means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of another Person, whether through the ownership of voting securities, by contract, or otherwise.

“Effective Date” means the later date of execution as indicated in the signature lines below.

“Endorsement” means Endorser’s review, approval, and recommendation of the Products on social media, including but not limited to Facebook, Instagram, TikTok, X, Youtube etc.

“Endorser Identification” means Endorser’s social media account name(s) or “handle”, name(s), nickname(s), voice, video or film portrayals, photograph, likeness, image and any other means by which Endorser may be recognized.

“Indemnified Party” has the meaning set forth in Section 11.

“Person” means any individual, partnership, corporation, trust, limited liability company, unincorporated organization, association, Governmental Authority or any other entity.

“Products” means the all products that Master Tailgaters, LLC offers for sale.

“Territory” means the United States and any other countries/territories which may be further described in this Agreement.

“Term” has the meaning set forth in Section 8.1.

“Trademarks” means all rights in and to trademarks, trade dress, brand names, logos, trade dress, corporate names and domain names, business names, and other similar designations of source, sponsorship, association or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights and all similar or equivalent rights or forms of protection in any part of the world.

“Year” means each 12-month period beginning on the first day of the Effective Date, and each anniversary thereof.

2.   EVALUATION OF PRODUCTS. Endorser will conduct such evaluations and use of the Products as Endorser reasonably believes necessary to be satisfied that the Products are worthy of an Endorsement. Company will provide Endorser, at no charge, a reasonable quantity of Products for Endorser’s own use, so that Endorser has the opportunity to evaluate and provide an Endorsement under this Agreement.

For the avoidance of doubt, following any evaluation and use of the Products, Endorser will not be obligated to provide an Endorsement of the Products, provided however that any Endorsement that Endorser agrees to provide to Company shall be subject to the terms and conditions of this Agreement.

3.   GRANT OF ENDORSEMENT RIGHTS; PERFORMANCE. 

   3.1.   Grant of Rights. Subject to the terms and conditions of this Agreement, Endorser hereby grants to Company and its Affiliates the non-exclusive right and license to use Endorser Identification and Endorser’s Trademarks (if any), in connection with Company’s own use of Endorsements in the advertisement, marketing, promotion, distribution, sale, and offer for sale of the Products.

   For the avoidance of doubt, Endorser hereby authorizes Company and its Affiliates to use Endorser’s likeness in any image, photograph, voice recording, video or film portrayals, or similar work or materials containing, comprising, or otherwise relating to any Endorsement provided by Endorser (“Content”).

   For the further avoidance of doubt, Endorser hereby grants to Company and its Affiliates a non-exclusive, worldwide, perpetual, irrevocable, and royalty-free right and license to use, copy, distribute, display, perform (whether publicly or otherwise), publish, adapt, modify, and create derivative works of Content, including any images, photographs, and/or videos (or any parts thereof) that contain Endorser’s likeness, in connection Company’s own business related to the Products.

   3.2.   Warranty by Endorser. By signing this Agreement Endorser represents and warrants that:

   (a)   Endorser has not, either directly or indirectly, granted to any other Person, any of the rights granted to Company or its Affiliates hereunder, and Endorser will not grant any such rights to any other Person with respect to Competitive Products from and after the date of this Agreement through the date of expiration or earlier termination of the Term;

   (b)   Endorser has all rights, title, and interest in and to any Endorser’s Trademarks (if any) used in any Endorsement provided to Company, and that Endorser’s use or reference to any Trademarks in any Content provided to Company will be lawful and not infringe and/or violate any third-party’s trademark, service mark, or rights to any similar identifier, in any manner that creates confusion with and/or any false or misleading association between Company and any third-party; 

   (c)   Endorser will comply with any and all laws in the Territory in connection with Endorser’s performance under this Agreement, including but not limited to, any consumer protection laws and/or regulations against false or misleading advertising, representations, or warranties regarding the Products to be endorsed; and

   (d)   Endorser has fully read and understands the terms and conditions of this Agreement, and that Endorser is fully able to perform and fulfill Endorser’s obligations hereunder, without any contractual or other legal restrictions imposed by third-parties which would otherwise affect Company’s benefits under this Agreement.

4.   ENDORSEMENT. To provide an Endorsement, Endorser shall:

(a)   create, film, or otherwise author Content where Endorser is VISIBLY SEEN AND AUDIBLY HEARD using the Products, with such Content to be published on social media associated with the Endorser Identification, including but not limited to, Endorser’s PLATFORM accounts; and

   (b)   provide Endorser’s truthful review, approval, and recommendation of the Product in such Content to promote the purchase and use of the Products by consumers in the Territory.

5.   ENDORSER’S RETAINED RIGHTS. Subject to the provisions of Section 3 above, Endorser shall retain all rights in and to the Endorser Identification.

During the Term or any renewal thereof, Endorser shall have the right to use or permit or license others to use the Endorser Identification, Endorser’s Trademarks, and give her Endorsement to any product or service, other than Competitive Products or to any related products.

6.   REVIEW OF ENDORSEMENT. 

   Endorser will provide Company a copy of any Endorsement material at least ten (10) days prior to its publication for Company’s reasonable, prior approval. Any Endorsement material may not be published without Endorser’s reasonable, prior approval.

7.   ENDORSER COMPENSATION.

   7.1.   Consideration. For the rights and benefits to be received by Company under this Agreement, Company shall pay to Endorser commissions as set forth in the attached Schedule 1.

   7.2.   Expenses. Except as expressly set forth in this Agreement, Endorser shall be solely responsible for Endorser’s own expenses incurred in performance under this Agreement.

8.   TERM; TERMINATION; SURVIVAL OF TERMS.

   8.1.   Term. The term of this Agreement will commence on the Effective Date and continue until the indefinitely thereof, unless sooner terminated in accordance with this Section 8.

   8.2.   Termination by Company. Company may terminate this Agreement at any time, effective immediately, on written notice to Endorser or, where applicable, Endorser’s legal representative, on the occurrence of any of the following:

   (a)   Endorser’s death;

   (b)   commission by Endorser of a felony or any other act that (i) is, or shall be, an offense involving moral turpitude; (ii) brings Endorser or Company into public disrepute, contempt, scandal or ridicule; (iii) shock, insult, or offends public morals and decency in any way that impairs the value of any Endorsement provided;

   (c)   actions or statements by Endorser that are derogatory towards Company or the Products, or which may tend to injure the success of Company or any of Company’s products or services; and/or

   (d)   material breach by Endorser of this Agreement, including any representation and warranty made hereunder, that (to the extent capable) is not cured by Endorser within ten (10) days of written notice of breach by Company.

   8.3.   Termination by Endorser. Endorser shall have the right to terminate this Agreement at any time, effective immediately, on written notice to Endorser, on the occurrence of any of the following:

   (a)   Company’s failure to pay any undisputed amount when due to Endorser, where such failure continues for thirty (30) days after Company receives written notice from Endorser of nonpayment; and/or

   (b)   material breach by Company of any of the terms and conditions of this Agreement, that (to the extent capable) is not cured by Company within ten (10) days of written notice of breach by Endorser.

   8.4.   Effect of Termination. Upon the termination of this Agreement, all rights and obligations of the Parties shall automatically terminate, except for any causes of action accruing on or prior to the effective date of termination, and any terms and conditions that are expressly intended to survive termination of this Agreement, including for the avoidance of doubt, those in Sections 3.1 (re: Company’s right to Endorsements and Content), 3.2(b) (re: Endorser’s warranty regarding Trademarks), 5 (re: Endorser’s retained rights), 8.4 (Effect of Termination), 9 (Endorser’s independent contractor status), 10 (Confidentiality), 11 (Indemnification), and 12 (General Terms and Conditions). 

9.   INDEPENDENT CONTRACTOR.

   9.1.   Acknowledgment. It is understood and acknowledged that Endorser is providing Endorsements and granting additional rights to Company under this Agreement in Endorser’s capacity as an independent contractor, and not as an employee or agent of Company.

   9.2.   No Authority. Endorser has no authority to commit, act for or on behalf of Company, or to bind Company to any obligations or liability.

   9.3.   No Company Obligation. Endorser shall not be eligible for and shall not receive any employee benefits from Company and shall be solely responsible for the payment of all taxes, FICA, federal and state unemployment insurance contributions, state disability premiums, and all similar taxes and fees relating to the fees earned by Endorser hereunder.

10.   CONFIDENTIALITY. All non-public, confidential or proprietary information of Company (“Confidential Information”), including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, strategies and future business operations, unpublished product specifications or information, or unpublished business strategies, including any and all of the above belonging to Company’s existing or prospective customers, vendors, or suppliers, which disclosed by Company to Endorser, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement is confidential, solely for Endorser’s use in performing this Agreement and may not be disclosed or copied unless authorized by Company in writing. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Endorser’s breach of this Agreement; (b) is obtained by Endorser on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; or (c) Endorser establishes by documentary evidence, was in Endorser’s possession prior to Company’s disclosure hereunder.

Upon Company’s request or termination of this Agreement (whichever comes first), Endorser shall promptly return all Confidential Information received from Company.

Endorser acknowledges and agrees that any misuse or unauthorized disclosure of Company’s Confidential Information may cause Company irreparable damage, harm, or other loss for which money damages are or will be an inadequate remedy. Accordingly, notwithstanding Section 12.10 of this Agreement, Company shall have the right to seek injunctive relief for any violation or threatened violation of this Section 10, without posting any bond or showing of inadequacy of monetary damages therefor, in any court of competent jurisdiction worldwide, to protect Company’s Confidential Information.

This Section 10 and the Parties’ rights and obligations hereunder shall survive any termination of the Agreement.

11.   INDEMNIFICATION.

   Endorser shall defend, indemnify and hold Company and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (each, an “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees awarded against an Indemnified Party, resulting from any third-party claim arising out of or occurring in connection with Endorser’s gross negligence, willful misconduct, and/or breach of this Agreement.

12.   GENERAL TERMS AND CONDITIONS.

   12.1.   Governing Law. This Agreement, including all exhibits, schedules, attachments and addendums attached to this Agreement and thereto, and all matters arising out of or relating to this Agreement, shall be governed by, and construed in accordance with, the laws of the State of California, without regards to its conflicts of laws principles.

   12.2.   Dispute Resolution. Subject to Section 10 (regarding protection of Confidential Information), each of the Parties hereby agrees that any dispute arising from or otherwise related to this Agreement (each, a “Dispute”) shall be subject to written notice of the Dispute, and good faith discussion and negotiation to resolve the Dispute by and between the Parties’ respective representatives.

   Any Dispute that cannot be resolved in writing to the Parties’ mutual satisfaction within thirty (30) days shall be submitted to binding arbitration conducted by JAMS in the County of Los Angeles, California, U.S.A., before one (1) mutually agreed upon arbiter, under its General Arbitration Rules and Procedures. Each Party shall be responsible for its own fees in arbitration. Each Party agrees that any decision of the arbiter shall be binding upon the Parties, and may be entered into any court of competent jurisdiction to which the Parties are bound.  

   This Section is an integral part of this Agreement, and Company would not have engaged Endorser without Endorser’s agreement to this Section. The terms of this Section 12.10 will survive termination of the Agreement.

   12.3.   Independent Review. Each of the Parties further acknowledges and agrees that each has had the opportunity to consult with, or have consulted with, attorneys of their own choice regarding each term and condition of this Agreement, that they each understand the meaning and effect of each provision contained in this Agreement, and that they have voluntarily and knowingly entered into this Agreement. Company and Endorser each expressly represents and warrants that in executing this Agreement, they have not relied on any representation or statement not set forth herein in regard to the subject matter, basis, or effect of this Agreement or otherwise.