This document is a draft agreement for a blogger to participate in a client's blogging program. It outlines the terms of the agreement, including that the blogger will create content according to the client's guidelines, disclose their relationship with the client and any compensation or products received, conduct themselves professionally, and grant the client rights to use and publicize their name, content, and association with the client. The agreement's term and conditions for termination are also defined.

1. Page
1
of
7
[[CLIENT]
Letterhead]
[Date]
[Blogger
Name]
[Name:
First
&
Last]
[Address:
Street,
City,
State
&
Zip]
Dear
[
]:
This
letter,
when
signed
by
you
and
by
[CLIENT]
(“[CLIENT]”
or
“us”)
and
Rockfish
Interactive
Corporation
(“Rockfish”
or
“us”),
will
constitute
a
valid
and
binding
agreement
between
you
and
us
with
respect
to
your
participation
in
the
[CLIENT]
Blogging
Program
(“Program”)
as
a
“[CLIENT]
Blogger.”
You
agree
that
your
participation
in
the
Program
is
subject
to
the
following
terms
and
conditions:
1. Blogger
Activities.
A. As
a
[CLIENT]
Blogger,
you
may
participate
in
activities
approved
by
us,
including,
without
limitation,
creating
blogs
and
videos,
tweeting,
conducting
interviews,
participating
on
television
and
radio
shows,
creating
content
for
[CLIENT]
websites,
attending
conferences,
and
other
travel
(collectively,
“[CLIENT]
Blogger
Activities”.)
B. You
agree
that
your
participation
in
any
[CLIENT]
Blogger
Activities
will
be
in
accordance
with
our
reasonable
instructions
and
requests.
Your
participation
as
a
[CLIENT]
Blogger
is
voluntary.
You
are
not
required
at
anytime
to
participate
in
[CLIENT]
Blogger
Activities,
to
blog,
or
to
discuss
us,
or
our
brands,
products,
initiatives,
events,
or
other
programs
related
to
[CLIENT].
C. You
agree
that
any
content
you
create
in
connection
with
the
Program
(“Content”)
will
comply
with
the
guidelines
in
the
attached
Exhibit
A.
D. You
agree
that
your
blogs
and
Content
will
clearly
and
conspicuously
disclose
your
relationship
with
[CLIENT]
and
any
products
and
compensation
you
receive
from
us
in
connection
with
the
Program,
including,
without
limitation,
travel
and
expenses.
If
we
provide
you
with
a
product
to
review,
you
will
clearly
and
conspicuously
disclose
that
we
provided
the
product
to
you
in
your
communication
(blog
posting,
tweet,
etc.)
about
the
product.
You
may
keep
or
dispose
of
the
products
we
provide
to
you
at
your
discretion.

2. Page
2
of
7
2. Term
and
Termination.
This
Agreement
will
begin
on
___________________
and
will
terminate
on
_________________________.
Early
termination
may
occur
at
the
sole
discretion
of
[CLIENT]
and
shall
occur
upon
any
breach
of
this
agreement.
However,
our
rights
under
Paragraph
6
of
this
Agreement
(Grant
of
Rights)
will
survive
termination.
-­‐or-­‐
This
Agreement
will
begin
on
the
date
written
above
and
will
continue
for
____________________
(#)
days
or
until
terminated
by
you
or
us
at
any
time
for
any
reason
by
providing
written
notice
as
set
forth
herein.
However,
our
rights
under
Paragraph
6
of
this
Agreement
(Grant
of
Rights)
will
survive
termination.
3. Professional
Conduct.
You
agree
that
when
participating
in
[CLIENT]
Blogger
Activities
or
presenting
yourself
to
the
public
as
a
[CLIENT]
Blogger,
you
will
at
all
times
conduct
yourself
in
a
professional
manner
that
is
consistent
with
our
image.
4. Association.
You
agree
not
to
reference
your
relationship
with
us,
or
your
participation
in
the
Program
as
a
[CLIENT]
Blogger,
in
connection
with
any
political
activities,
social
causes,
or
commercial
activities
in
which
[CLIENT]
is
not
associated,
without
our
prior
written
consent.
5. Compensation.
[To
be
detailed
based
on
Program
requirements]
EXAMPLE:
You
agree
that
the
sole
compensation
for
your
participation
in
the
Program
will
be
the
opportunity
to
participate
in
the
Program.
However,
we
may
choose,
in
our
sole
discretion,
to
provide
you
with
additional
compensation
for
your
services
as
a
[CLIENT]
Blogger,
including,
without
limitation,
travel,
expenses,
and
products.
6. Grant
of
Rights.
A. You
hereby
grant
us,
our
parents,
subsidiaries,
agents,
licensees,
successors,
and
assigns
the
right
to
use
and
exhibit
worldwide:
(i)
your
name,
likeness,
voice,
signature,
and
image,
(ii)
the
URL,
links,
and
screenshots
from
your
Program-­‐related
blogs,
videos,
and
websites,
and
(iii)
the
Content
in
connection
with
the
Program,
including,
without
limitation,
in
advertising
and
promotional
materials,
in
any
media,
including,
without
limitation,
Internet
and
in-­‐store
television.
B. You
also
hereby
grant
us,
our
parents,
subsidiaries,
agents,
licensees,
successors,
and
assigns
the
right
to
publicize
your
association
with
us
and
our
products
and
services,
and
the
right
to
include
on
our
websites
a
link
to
your
Program-­‐related
blogs
or
websites,
or
other
Content.
In
the
event
of
termination,
we
agree
to
remove
all
of
your
Content
from
our
websites.
C. You
agree
that
no
advertisement
or
other
material
need
to
be
submitted
to
you
for
any
further
approval.
7. Interviews
and
Confidentiality.
You
agree
not
to
authorize
or
release
advertising
or
publicity
materials,
or
give
interviews
which
make
reference
to
the
details
of
your
engagement
under
this
Agreement,
without
our
prior
written
approval,
although
during
interviews
you
may
respond,
discuss,
and
comment
in
a
favorable,
positive,
and
non-­‐disparaging
manner
that
you
are

3. Page
3
of
7
associated
with
us.
You
further
agree
not
to
divulge
the
substance
of
this
Agreement
or
any
of
our
marketing
plans,
strategies,
results
or
other
confidential
information
(“Confidential
Information”)
divulged
to
you
or
learned
by
you
from
any
source
whatsoever
without
our
prior
written
consent,
unless
and
until
such
Confidential
Information
has
generally
become
available
to
the
public
from
sources
other
than
you.
Upon
termination
of
this
Agreement,
you
agree
not
to
discuss
or
make
reference
to
the
specific
details
of
the
termination
and
will
limit
your
comments
as
to
the
termination,
if
any,
to
the
fact
that
the
relationship
ended
and
the
effective
date
of
the
termination.
8. Representations.
You
represent
and
warrant
that:
(i)
you
have
the
full
right
and
power
to
enter
into
and
fully
perform
this
Agreement
in
accordance
with
its
terms;
(ii)
the
execution,
delivery,
and
performance
of
this
Agreement
will
not
violate
the
rights
of
any
third
party
or
violate
the
provisions
of
any
agreement
to
which
you
are
a
party;
(iii)
you
own
and
operate
the
blogs
and
websites
on
which
you
create
and
post
Content;
(iv)
your
blogs
and
Content
shall
be
wholly
original
with
you
and
not
copied
in
whole
or
in
part
from
any
other
work
except
materials
in
the
public
domain
or
supplied
to
you
by
[CLIENT],
(v)
neither
the
blogs
and
Content
nor
the
use
thereof
infringes
upon
or
violates
any
right
of
privacy
or
publicity
of,
or
constitutes
libel,
slander
or
any
unfair
competition
against,
or
infringes
upon
or
violates
the
copyright,
trademark
rights
or
other
intellectual
property
rights
of
any
person
or
entity,
and
(vi)
your
engagement
by
us
under
this
Agreement
and
your
participation
in
the
Program
will
not
subject
either
you
or
us
to
the
collective
bargaining
agreements
of
the
Screen
Actors
Guild
or
the
American
Federation
of
Television
and
Radio
Artists.
9. Ownership
of
Materials,
Trademarks,
Copyrights
A. You
acknowledge
that
you
have
no
right,
title,
or
interest,
and
agree
that
you
will
not
claim
any,
in
or
to
any
materials
produced
under
this
Agreement
or
in
connection
with
the
Program,
or
in
or
to
any
of
our
trademarks,
service
marks,
trade
names,
or
copyrights.
B. We
hereby
grant
to
you
a
limited,
non-­‐exclusive,
non-­‐transferable,
non-­‐assignable,
royalty-­‐free
license
to
use
the
[CLIENT]
name,
the
Program
name,
the
Program
logo,
and
the
Program
badge
in
connection
with
your
participation
in
the
Program.
10. Indemnification
and
Release.
A. You
will
at
all
times
indemnify,
defend,
and
hold
harmless
us
and
our
directors,
officers,
employees,
licensees,
agents,
licensees,
successors,
and
assigns
(“Covered
Parties”)
from
and
against
any
and
all
third
party
claims,
damages,
liabilities,
or
expenses,
including
reasonable
attorneys’
fees,
arising
out
of
any
breach
by
you
of
any
warranty
or
agreement
made
by
you
in
this
Agreement,
in
the
performance
of
your
obligations
under
this
Agreement,
or
arising
out
of
any
acts
committed
by
you
which
were
not
authorized
by
us.
If
we
seek
indemnification,
you
agree
to
give
us
the
right
to
participate
in
the
defense
and
settlement
of
any
such
claim;
provided,
however,
that
you
may
not,
without
our
prior
written
approval,
settle
or
dispose
of
any
claim
of
which
you
have
agreed
to
accept
the
defense.
B. You
and
your
heirs,
executors,
administrators,
employers,
agents,
representatives,
insurers,
and
attorneys
agree
to
release
and
discharge
the
Covered
Parties
from
any
and

4. Page
4
of
7
all
claims
arising
out
of
or
related
to
your
participation
in
the
Program,
including
without
limitation,
any
liability
for
any
accident,
illness,
injury,
loss,
or
damage
to
personal
property.
You
acknowledge
and
agree
that
the
Covered
Parties
assume
no
responsibility
for
any
liability,
damage,
or
injury
that
may
be
caused
by
your
negligent
or
intentional
acts
or
omissions
committed
prior
to,
during,
or
after
your
participation
in
the
Program,
or
for
any
liability,
damage,
or
injury
caused
by
the
intentional
or
negligent
acts
or
omissions
of
others,
including
other
participants
in
the
Program.
11. Miscellaneous.
A. Nothing
in
this
Release
will
constitute
any
obligation
on
us
to
make
any
use
of
any
of
the
materials
or
rights
provided
in
this
Agreement.
B. All
notices
to
be
given
under
this
Agreement
will
be
in
writing
and
will
be
delivered
via
email
to
[Rockfish
contact’s
email],
personally
or
sent
by
overnight
courier
to
the
party
to
be
notified,
at
the
address
written
above.
Notices
sent
to
us
should
be
addressed
to
the
attention
of:
[Rockfish
contact’s
name
and
address].
All
notices
will
be
effective
upon
receipt.
C. Nothing
in
this
Agreement
is
intended
to
create,
nor
will
anything
in
this
Agreement
be
construed
or
interpreted
as
creating,
an
employee,
agency,
a
partnership,
a
joint
venture,
or
any
other
relationship
between
us,
except
as
expressly
stated
in
this
Agreement.
D. You
acknowledge
that
the
rendering
of
services
hereunder
will
not
entitle
you
to
employee
benefits
as
our
employee
with
respect
to
workers
compensation,
disability
benefits,
health,
medical
or
life
insurance
programs,
pension,
profit
sharing
or
other
employee-­‐benefit
plans
or
programs
maintained
by
us.
E. This
Agreement
may
be
amended
or
modified
only
by
a
writing
signed
by
both
you
and
us.
F. This
Agreement
and
the
Exhibits
hereto
contain
the
full
and
complete
understanding
of
the
parties
as
to
the
subject
contained
herein
and
supersede
any
and
all
prior
written
or
oral
agreements
or
understandings
between
the
parties
hereto.
In
the
event
of
any
conflict
between
the
terms
of
this
Agreement
and
the
terms
of
any
other
documents
or
correspondence,
the
terms
of
this
Agreement
shall
prevail.
This
Agreement
may
not
be
modified
except
by
a
subsequent
writing
executed
by
you,
[CLIENT],
and
Rockfish,
which
expressly
states
that
it
is
a
modification
of
this
Agreement.
G. You
may
not
assign
your
rights
or
delegate
your
obligations
under
this
Agreement
without
our
prior
written
consent.
H. The
failure
of
either
party
at
any
time
or
times
to
demand
strict
performance
by
the
other
of
any
of
the
terms,
covenants
or
conditions
in
this
Agreement
will
not
be
construed
as
a
continuing
waiver
or
relinquishment
thereof
and
each
may
at
any
time
demand
strict
and
complete
performance
by
the
other
of
said
terms,
covenants
and
conditions.

5. Page
5
of
7
I. This
Agreement
will
be
construed
and
governed
according
to
the
laws
of
the
State
of
Arkansas
and
jurisdiction
and
venue
of
all
matters
relating
to
this
Agreement
will
be
vested
exclusively
in
the
federal,
state,
and
local
courts
within
the
State
of
Arkansas.
J. Any
term
of
this
Agreement
which
by
its
nature
extends
beyond
expiration
or
termination
of
the
Agreement
will
remain
in
effect
until
fulfilled
and
will
apply
to
the
parties’
respective
successors
and
assigns.
K. In
the
event
any
provision
of
this
Agreement
is
determined
to
be
invalid
by
a
court
of
competent
jurisdiction,
such
determination
shall
in
no
way
affect
the
validity
or
enforceability
of
any
other
provision
herein.
Please
confirm
your
agreement
to
the
foregoing
by
signing
in
the
place
indicated
below.
Very
truly
yours,
[CLIENT]
By:
________________
[Name]
________________
ACCEPTED
AND
AGREED:
[Title]
Signature
[Insert
Blogger’s
Name]
[Insert
Address]

6. Page
6
of
7
EXHIBIT
A
Blogger
Content
Guidelines
1. Any
content
you
create
in
connection
with
the
Bloggers
Program
(“Content”)
must
reflect
your
honest
opinions,
findings,
beliefs,
or
experiences
with
Company
and
any
products
mentioned
in
the
Content,
and
may
not
contain
any
statements
or
representations
about
Company
that
are
not
true
or
are
deceptive.
If
your
opinions,
findings,
or
experiences
mentioned
in
the
Content
change,
you
are
responsible
for
updating
the
Content
or,
if
that’s
not
possible,
for
promptly
informing
Company
of
such
change.
2. Do
not
impersonate
another
person
or
pretend
you
are
someone
else
when
posting
Content.
You
should
identify
yourself
in
all
of
your
posts.
3. Content
must
comply
with
the
Federal
Trade
Commission’s
Guides
Concerning
Use
of
Endorsements
and
Testimonials
in
Advertising
and
industry
best
practices.
4. Content
must
be
your
own
original
work,
created
solely
by
you,
and
must
not
infringe
the
copyright,
trademark,
privacy,
publicity,
or
other
personal
or
proprietary
rights
of
any
person
or
entity.
5. If
any
persons
appear
or
are
referred
to
in
the
Content,
you
are
solely
responsible
for
obtaining
from
such
persons,
prior
to
posting
or
making
Content
publicly
available,
the
signed
release
attached
as
Exhibit
B
from
those
persons,
which
permits
Company
the
right
to
exhibit
and
use
the
Content,
including,
but
not
limited
to,
the
right
to
make
screenshots,
animations
and
video
clips
available
to
the
public
for
advertising,
promotional,
and
publicity
purposes.
If
any
persons
appearing
in
any
Content
is
under
the
age
of
majority
in
their
state,
country,
or
province
of
residence,
the
signature
of
a
parent
or
legal
guardian
is
required
on
each
release.
6. Content
that
is
lewd,
obscene,
sexually
explicit,
pornographic,
disparaging,
defamatory,
libelous,
or
obscene,
or
that
otherwise
contains
inappropriate
content
or
objectionable
material,
may
not
be
posted
or
made
publicly
available
and
Company
may,
in
its
sole
and
unfettered
discretion
remove
such
Content,
if
applicable,
or
require
that
you
remove
such
Content.
7. Content
must
not
contain
any
personally
identifiable
information
(such
as
license
plate
numbers,
personal
names,
e-­‐mail
addresses,
or
street
addresses)
of
any
person
other
than
you.
Should
you
include
personally
identifiable
information
about
yourself
in
the
Content,
you
acknowledge
and
agree
that
such
information
will
be
disclosed
publicly
and
that
you
are
solely
responsible
for
any
consequences
thereof.
8. Content
must
not
contain
trademarks
or
other
registered
marks
owned
by
others
without
written
permission.
9. Content
must
not
defame,
misrepresent,
or
contain
disparaging
remarks
about
other
people,
companies,
or
products.
10. Content
must
not
violate
any
law.

7. Page
7
of
7
EXHIBIT
B
Content
Participant
Release
In
exchange
for
valuable
consideration,
receipt
of
which
is
hereby
acknowledged,
I
hereby
agree
as
follows:
1. I,
the
undersigned,
understand
that
by
appearing
in
the
Content
made
by
___________________________
(the
“Content”),
I
hereby
give
and
grant
to
_____________________________
(“Company”)
and
its
parents,
subsidiaries,
and
affiliates
and
their
respective
licensees,
successors,
and
assigns
(collectively
“Licensed
Parties”)
the
right
to
exhibit
and
use
my
name
and/or
likeness,
including,
but
not
limited
to,
the
right
to
make
screenshots,
animations,
and
video
clips
available
to
the
public
for
advertising,
promotional,
and
publicity
purposes
in
any
medium,
including,
but
not
limited
to,
on
the
Internet,
in-­‐store
television,
and
any
other
form
of
advertising,
without
additional
compensation,
and
without
limitation
and
in
perpetuity.
2. I
agree
that
no
advertisement
or
other
material
need
be
submitted
to
me
for
any
further
approval.
3. Nothing
in
this
Release
will
constitute
any
obligation
on
the
Licensed
Parties
to
make
any
use
of
any
of
the
rights
stated
within.
Name:
Address:
City,
State,
Zip:
Phone
#
Signature:
Date:
Signature
of
Parent
or
Guardian,
if
minor