Sample NIL Contract

AGREEMENT

This agreement (the “Agreement”) dated as of _XX/XX/XX_, is between the undersigned student-

athlete (referred to herein as “you”) and Corporation Name (“XXX”), and shall confirm that you agree to

provide your services as in connection with advertising by DESCRIPTION OF REQUESTED SERVICES

for XXX in accordance with the terms set forth herein.

1. No Conflict/Disclosure. You represent and warrant that: (i) your grant of rights to your Persona (as

defined below) herein and your services herein do not conflict with any sponsorship contract of your educational

institution or team, any contract between you and your educational institution or team, or any policy of the

athletic department of your educational institution; and (ii) you have disclosed or will disclose the existence of

this agreement to the educational institution at which you are enrolled, in a manner designated by the educational

institution. You will not be required to engage in any activity that compromises your eligibility in violation

of University at Buffalo, MAC and/or NCAA rules.

2. Services. You agree to perform your services (in accordance with XXX’s instructions) as set forth in

Exhibit A attached hereto. You agree that you are available to perform services on any dates, times and

locations specified herein or in Exhibit A that do not conflict with team, academic or NCAA obligations.

3. Code of Conduct. You agree that each Post (as defined in Exhibit A) will be in compliance with the

following code of conduct (“Code of Conduct”): each Post will not (a) reference or depict any celebrity or

other individual (unless explicitly approved by XXX); (b) disparage XXX or their competitors; (c) depict nudity

or lewd content of any sort; (d) incite, advocate, or express pornography, obscenity, vulgarity, profanity, hatred,

bigotry, racism, or gratuitous violence, or include any other offensive content; (e) promote excessive

consumption of alcohol beverages or promote any illegal drug use; (f) misrepresent the source of anything in

the Post, including impersonation of another individual or entity; (g) provide or create links to external sites

that violate this Code of Conduct; (h) include content that is protected by intellectual property laws, rights of

privacy or publicity, specifically School Marks, or any other applicable law unless you own or control the rights

thereto or have received all necessary consents; or (i) contain advertising for you or third parties (including,

without limitation, money making schemes, discount cards, credit counseling, online surveys, or online

contests).

4. Materials. You agree that XXX and others working for them or on their behalf, and their respective

agents, licensees, successors, and assignees (collectively, the “Permitted Parties”) shall have the right, but not

the obligation, to produce or use the materials listed in Exhibit A (the “Materials”), barring the individual

Student Athlete’s approval. You agree that you shall have the right of approval of the Materials or their use.

During the Term (as defined below), the Materials may be used anywhere in the world, in the media listed in

Exhibit A (the “Media”).

5. Term. The “Term” shall be as set forth in Exhibit A. In addition, at any time during and after the

Term, the Materials (and Posts) may be used anywhere in the world by the Permitted Parties for intra-company,

research, award, press, publicity, file and/or reference purposes. Further, for clarity, (a) XXX shall have the

right to authorize third party websites and/or social media platforms to use the Materials and Posts in accordance

with their terms of use, and so long as it is in accordance with UB Policies.

6. Compensation. In full consideration to you for entering into this Agreement and for all of your services

hereunder and all rights granted by you herein, and provided that you fully and completely perform all of your

services, XXX agrees to pay you (and you agree to accept) the “Fee” as defined in (and payable in accordance

with) Exhibit A. XXX shall not be liable for any broker’s and/or agent’s fees or

FKKS: 750019.v1 20428.203

commissions, taxes, production company fees or other payments to third parties payable by you in connection

with this Agreement or your services hereunder.

7. Exclusivity. During the Term and anywhere in the world, you will not authorize or permit (nor have

you authorized prior to the Term, which authority is still in effect) the use of your Persona (as defined below),

nor will you render any services, give any testimonials or endorsements in any advertising in any medium, nor

engage in any promotional activities in connection with (a) any “Competitive Products” as defined in Exhibit

A, (b) any other manufacturer, distributor, retailer or producer of Competitive Products, or (c) any product or

service that in its advertising or publicity denigrates XXX or its products. However, for purposes of clarity,

this exclusivity/Competitive Products restriction does not apply to the use of your Persona or services in

connection with official team activities.

8. University Marks. The University at Buffalo retains the right to the UB marks and has full autonomy

over if and when the Student Athlete is permitted to use those marks in accordance with their advertising

agreements. The term “School Marks” includes, but is not limited to,

9. Grant of Rights. Subject to the Permitted Parties’ usage rights hereunder, (a) XXX shall have all right,

title and interest in and to the Materials; and (b) you agree that the product of your services hereunder shall be

a work-made-for-hire for XXX for copyright purposes, or if for any reason held not to be work-made-for-hire,

you hereby assign to XXX right, title, and interest in and to such product. In addition, you grant to the Permitted

Parties, subject to the terms and conditions contained herein, the right to use your name, picture, image, likeness,

social-media handle(s), signature, voice and biographical information (collectively, “Persona”) in and in

connection with the Materials and Posts. Without limiting the generality of the foregoing, you also agree that

the Permitted Parties shall have the right to: (a) “tag” you/your social media handle in any social media posts

that are issued by or on XXX’s behalf; and (b) link to and “pull” Posts from your owned/controlled social media

channels onto our website.

10. Representations and Warranties. You represent and warrant that (a) you are 18 years of age or older

and have no criminal record (other than with respect to routine traffic violations not involving alcohol or a

controlled substance); (b) there is nothing in your personal background that would reflect negatively on your

association with XXX; (c) you have the right to enter into this Agreement and have no conflicting commitments

or obligations that would interfere with your ability to perform the services required of you and the rights herein

granted; (d) in the event you make any public statements in connection with this Agreement (including, without

limitation, in the Posts), you shall clearly and conspicuously disclose your affiliation with XXX in accordance

with the Federal Trade Commission Guides Concerning the Use of Endorsements and

Testimonial in Advertising available at http://www.ecfr.gov/cgi-bin/text-

idx?SID=14e8f4d3c876671a54fce164a72f2e3e&node=pt16.1.255&rgn=div5 (as may be updated) (the “FTC

Guides”), in a form to be approved by XXX, and shall incorporate appropriate disclosures in connection

therewith (e.g., #ad or #sponsored); (e) you have all necessary rights to any content provided by you

hereunder (including, without limitation, the Posts, headshot/bio, etc.) and the Permitted Parties’ use thereof

in accordance with this Agreement shall not violate the rights of any party. These rights include the individual

student athletes “UB Obligations,” which include, but are not limited to, the athletes Scholarship Agreement.

Permitted Parties’ must; (f) you shall comply with all reasonable policies provided by XXX; and (f) you will

not engage in any conduct that (i) would disparage, denigrate, portray in an unfavorable light or bring you,

XXX, or XXX’s products into public disrepute, contempt or scandal, or (ii) would injure the success of XXX

or any of XXX’s products (including, without limitation, a public revelation of your disapproval or dislike for

XXX or any of XXX’s products, or your approval or favor towards one or more of XXX’s competitors, as

determined by XXX, in its sole and absolute discretion), but this this does not include athletic performance-

based conduct that results in a reduction in the Student Athlete's playing time, while the Student-Athlete must

make their best efforts to avoid such a situation, the Student Athlete nor the University is responsible for a

loss of revenue to XXX as a result of action taken by the school.

11. Termination. If you suffer a disability which prevents you from fully rendering your services

hereunder, or if you neglect, fail or refuse or are unable to perform your services or observe your obligations as

you have agreed or warranted hereunder (including, without limitation, those set forth in the previous section

hereof), or if an Event of Force Majeure (as defined below) occurs, in addition to any other rights and remedies

that XXX may have hereunder or at law or in equity, (a) XXX shall have the right to terminate this Agreement,

(b) in such event, you shall only be entitled to payments accrued as of the date of such termination (i.e., the pro

rata portion of any compensation paid or payable to you up to and including the date of such termination), and

performance-based conduct that results in a reduction in the Student Athlete's playing time, while the Student-

Athlete must make their best efforts to avoid such a situation, the Student Athlete nor the University is

responsible for a loss of revenue to XXX as a result of action taken by the school. “Event of Force Majeure”

is defined as a natural catastrophe, labor dispute or strike, pandemic or epidemic, act of God or public enemy,

war, municipal ordinance, state or federal law, governmental order or regulation or any other similar cause

beyond your control that adversely affects your services or the Permitted Parties’ rights to use/create the

Materials.

12. Confidentiality. You will not disclose (including, without limitation and by way of example, via text

messaging, blogging or communicating in any way via Twitter, Facebook, Instagram or any other social

networking website, tool or device, etc.) any trade secrets or confidential information of XXX to any third

parties, including but not limited to any content of any advertising (including, without limitation, any scripts,

copy, storyboards, etc.) that XXX has not yet released to the general public, your relationship with XXX (until

publicly disclosed by XXX), and any of the terms of this Agreement (including, without limitation, the amount

of compensation paid hereunder). In addition, you understand and agree that all press inquiries regarding your

services hereunder and any information and materials related thereto (including, without limitation, any

confidential information) shall be directed to XXX and that you will not communicate to the press directly

without XXX’s prior written approval.

13. Non-Union. You understand and agree that unless otherwise agreed by XXX in writing, neither your

services nor the creation and use of the Posts shall fall within the jurisdiction of any union or guild (e.g., SAG,

AFTRA, etc.).

14. Miscellaneous. Any payments made hereunder shall be subject to any deductions required by state

and/or federal law. The value of any goods or services that you receive for your performance under this contract

is subject to the self-employment rules under the Internal Revenue Code. You understand and agree that you

will comply with these regulations, and that it is your obligation to ensure that these tax liabilities are properly

paid, in a timely manner. The relationship between the parties is solely that of independent contractors, and you

shall not be considered an agent or employee of XXX. This Agreement contains the entire understanding

between XXX and you with respect to the subject matter hereof, may not be altered or waived except by a

writing signed by both parties, and shall be governed by the laws of the state of New York, applicable to

contracts executed and performed entirely therein. Delivery of an executed counterpart of a signature page to

this Agreement by pdf shall be as effective as delivery of a manually executed signature page hereof. Any

action to enforce this Agreement shall be brought exclusively in the state or federal courts located or having

jurisdiction in New York, and you hereto irrevocably submit to the jurisdiction of such courts and agree to

waive any objection that such courts are an inconvenient forum for the resolution of such action.

15. Severability. Should any section or part of a section within this agreement be rendered void or

unenforceable by any court of competent jurisdiction, the remaining provisions of this agreement shall

nevertheless be binding upon the parties with the same effect as though the void or unenforceable part had been

severed and deleted.

AGREED:

CORPORATION NAME.

__AUTHORIZED OFFICER NAME AND TITLE_________________________________________

(Authorized Officer)

STUDENT ATHLETE:

I AGREE to the foregoing terms and conditions of this Agreement and I further acknowledge that I must disclose

the existence of this Agreement and the required services herein to my educational institution

Signature: ______________________________

Name (print): ___________________________

Address: __________________________

Phone no.:_______________________________

Email Address:____________________________

Date of Birth:_____________________________

EXHIBIT A

SERVICES/MATERIALS DETAILS

1. Services Details

• Program Background o DESCRIPTION OF COMPANY PROGRAM

• Materials and Posts Geographic Boundaries:

- The Western New York Region including, Erie County, Niagara County,

Chautauqua County, Cattaraugus County, Allegany County, Wyoming

County, Genesee County, Orleans County and any reasonable location in

which a school-sponsored or NCAA athletic event takes place.

- Any agreement must be provided to UB’s Compliance Office in

advance in order to be approved before performance. Failure to do so

may result in disciplinary action against the athlete.

• Partner agrees to o Content Creation

▪ Create Social content for XXX to be used on Instagram, Instagram

Stories/Reels and Twitter.

▪ (1) Self-shot video formatted properly in aspect ratios for Instagram,

Instagram Stories/Reels – To be used along with other content in a montage

video for the “Company Team for SA’s” highlighting partnered Student-

Athletes.

▪ Follow the provided script and instructions for the video

• On-camera recorded player intro

• Props (See below)

• Wardrobe o Items provided (See below)

o Do not wear anything which has any brand marks or logos. Failure to follow

this will negate the agreement because content will be unusable.

▪ Include the following props in the video

• CORPORATION backdrop (Will be sent for self-assembly or digital)

• Wear the CORPORATION hat provided

• Wear the CORPORATION apparel (Could be jersey, shirt or hoodie) provided

• COMPANY SPECIFIC MARK (If provided)

• COMPANY SPECIFIC ITEM (If provided)

o Self-Posting

▪ Post on the proper date and timeframe provided.

▪ Follow provided posting and tagging instructions.

▪ Include #sponsor. Failure to follow this will negate the agreement as content won’t be FTC

compliant.

o Allow Content to be amplified (If necessary) & shared by but not limited to

▪ CORPORATION Social channels

▪ Other athletes (NIL & Professional)

▪ Influencers

▪ Media/PR

▪ 3

Party Social Channels

2. Media definition:

Type of Materials

Media/Usage

Digital Videos

Internet/New Media Industrial

Uses

PR Materials

Any and all public relations and publicity uses

CORP. Social

Media

Posts

Internet/New Media

3. The “Term” is defined as commencing on _XX/X/XX_, and concluding upon the end of the Student-Athlete’s

enrollment at the University at Buffalo.

4. The “Fee” is defined as 3% of compensation as earned by the athlete, payable 30 days after content is live in-

market.

5. The “Competitive Products” are defined as:

Exclusivity & Competitors

Within the term, partner shall not endorse, post or re-post any of the following competitors:

The Competitive Categories include, but is not limited to the following establishments:

(LIST COMPETING ESTABLISHMENTS - specific competing businesses)

(LIST COMPETITIVE CATEGORIES - general industries, products, etc. in competition with XXX)