Influencer Equity Agreement

Date: [Date]

Parties:

Promoter: [Your Full Legal Name], residing at [Your Address]

Influencer: [Influencer's Full Legal Name], residing at [Influencer's Address]

1. Purpose

The Promoter is developing a mobile application named [App Name] ("App") aimed at [brief description of the app's purpose]. The Influencer agrees to promote the App on their social media platforms in exchange for the opportunity to earn equity in the future incorporated entity that will own and operate the App.

2. Term

This Agreement shall commence on [Start Date] and continue for a period of [e.g., 6 months], unless terminated earlier in accordance with this Agreement.

3. Influencer Obligations

• Promote the App on their social media platforms, including but not limited to [list platforms, e.g., TikTok, Instagram].
• Use a unique referral code provided by the Promoter for user sign-ups.
• Ensure that all promotional content is in compliance with applicable laws and regulations, including FTC guidelines.
• Refrain from promoting any competing applications or services during the term of this Agreement.

4. Performance Metrics and Equity Allocation

Equity in the future incorporated entity shall be allocated based on the following performance metrics:

• User Sign-Ups: Number of users who sign up using the Influencer's unique referral code.
• User Engagement: Activity level of referred users, including frequency of posts, interactions, and overall engagement within the App.

Equity distribution:

• The top-performing Influencer will be entitled to 6% equity.
• The next top 9 performers will each be entitled to 1% equity.
• The remaining Influencers will receive equity allocations at the Promoter's discretion based on performance.

Equity will vest upon the incorporation of the business entity and execution of formal equity agreements.

5. Minimum Performance Thresholds

To qualify for equity allocation, the Influencer must meet the following minimum performance thresholds within the initial three (3) months of the Agreement:

• User Sign-Ups: A minimum of 1,000 users must sign up using the Influencer's unique referral code.
• Active User Engagement: At least 100 of the referred users must be classified as "active users," defined as users who post content or engage with the App at least once per week.
• Content Creation: The Influencer must create and publish a minimum of four (4) promotional content pieces per month across their social media platforms, totaling at least twelve (12) pieces over the three-month period.

Failure to meet these thresholds may result in a reduction or forfeiture of the equity allocation, at the sole discretion of the Promoter.

6. 12-Month Performance Goals

To qualify for equity allocation, the Influencer must meet the following performance benchmarks within twelve (12) months from the commencement of this Agreement:

• User Sign-Ups: Achieve a minimum of 5,000 new user registrations through the Influencer's unique referral code.
• Active User Engagement: Ensure that at least 500 of the referred users are classified as "active users," defined as users who post content or engage with the App at least once per week.
• Content Creation: Produce and publish a minimum of four (4) promotional content pieces per month across the Influencer's social media platforms, totaling forty-eight (48) pieces over the twelve-month period.
• Audience Growth: Demonstrate a minimum of 10% growth in the Influencer's social media following over the twelve-month period, indicating increased reach and influence.
• Engagement Rate: Maintain an average engagement rate of at least 3% on promotional content related to the App, measured by the total number of likes, comments, shares, and other interactions divided by the total number of followers.

Failure to meet these benchmarks may result in a reduction or forfeiture of the equity allocation, at the sole discretion of the Promoter.

7. Vesting Schedule with Clawback Provisions

To align influencer incentives with long-term company goals and protect against underperformance, the following vesting schedule and clawback provisions shall apply:

• Time-Based Vesting: Equity shall vest over a period of twelve (12) months, with 25% vesting at the end of the third month and the remaining 75% vesting in equal monthly installments thereafter, provided the Influencer continues to meet their obligations under this Agreement.
• Milestone-Based Vesting: Additional equity may vest upon the achievement of specific performance milestones, such as reaching 5,000 active users referred by the Influencer. Such milestones and corresponding equity vesting shall be detailed in a separate addendum to this Agreement.
• Clawback Clause: In the event the Influencer fails to meet the agreed-upon obligations, breaches any terms of this Agreement, or engages in conduct detrimental to the Promoter or the App, the Promoter reserves the right to reclaim any unvested equity. Furthermore, if any vested equity was granted based on fraudulent, misleading, or inaccurate information provided by the Influencer, the Promoter may seek to recover such equity or its equivalent value.

These provisions are designed to ensure that equity incentives are earned through sustained performance and adherence to the terms of this Agreement.

8. Exclusivity

During the term of this Agreement, the Influencer shall not promote any competing applications or services that offer similar functionalities as the App.

9. Content Ownership and Usage Rights

All content created by the Influencer for the promotion of the App shall remain the property of the Influencer. However, the Influencer grants the Promoter a non-exclusive, royalty-free, worldwide license to use, reproduce, and distribute such content for marketing and promotional purposes.

10. Confidentiality

The Influencer agrees to keep confidential any non-public information disclosed by the Promoter, including but not limited to business plans, strategies, and user data.

11. Independent Contractor

The Influencer acknowledges that they are acting as an independent contractor and not as an employee or agent of the Promoter.

12. Termination and Morality Clauses

To protect the company's reputation and provide clear exit strategies, the following termination provisions apply:

• Termination for Cause: The Promoter may terminate this Agreement immediately upon written notice if the Influencer breaches any material term of this Agreement, including but not limited to failure to meet performance thresholds, violation of confidentiality obligations, or engagement in conduct detrimental to the company's image.
• Morality Clause: If the Influencer engages in behavior that, in the Promoter's reasonable opinion, brings disrepute to the company or is inconsistent with the company's values, the Promoter reserves the right to terminate this Agreement immediately. Such behavior includes, but is not limited to, public scandals, offensive or inappropriate conduct, or any actions that negatively impact the company's reputation.
• Termination Without Cause: Either party may terminate this Agreement without cause by providing thirty (30) days' prior written notice to the other party.

Upon termination, the Influencer shall cease all promotional activities related to the App and return any confidential information or materials belonging to the Promoter.

13. Dispute Resolution Mechanism

To provide a clear process for resolving conflicts, minimizing legal costs and time, the following dispute resolution mechanism shall apply:

• Arbitration Clause: Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, breach, or termination, shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
• Jurisdiction: The arbitration shall take place in [City, State], and the governing law of this Agreement shall be the substantive law of the State of [Your State], without regard to its conflict of law principles.

14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State], without regard to its conflict of law principles.

IN WITNESS WHEREOF

The Parties have executed this Agreement as of the date first written above.

Promoter:
Signature: ___________________________
Name: [Your Full Legal Name]
Date: _______________________________

Influencer:
Signature: ___________________________
Name: [Influencer's Full Legal Name]
Date: _______________________________