Draft an Celebrity Endorsement Contract for your respective client, Miley Cyrus and Pure Plus Hand Sanitizers, Inc.

FACT PATTERN

You represent the former TV Child Star/Pop Singer,Miley Cyrus or you represent

Pure Plus Hand Sanitizers, Inc. The parties are in the process of negotiating a Celebrity Endorsement Contract ("the Contract") for Ms. Cyrus to endorse Pure Plus Hand Sanitizers, Inc., in particular their latest line of Hand Sanitizers, "Wrecking Ball to Germs." The Contract should be drafted with your client's interests in mind, but also that your client wants to have a completed negotiated contract. Look to the sample contracts in your textbook or on the Internet regarding the typical clauses that are ordinarily put in contracts.Those typical clauses should be included in the Contract.

CLAUSES THAT NEED TO BE ADDRESSED

1. Parties -The parties need to be identified. The Celebrity is Ms. Cyrus and the Company is Pure Plus Hand Sanitizers, Inc.
2. Definitions -You can have a Definition Section at the beginning of the Contract or define the terms at the beginning of the specific provision that the term is contained.
3. The Endorsed Product -The product needs to be properly identified, the Wrecking Ball to Germs line of Pure Plus Hand Sanitizers, Inc. Is this an ongoing project or a one time promotion?Will there be other projects in the future? What if the project is modified in the future? These questions need to be addressed.
4. Term or Duration -The contract should last at least 1 year.Consider whether to have an option to extend provision. Address whether the endorsement continues after the actual marketing has ended, i.e. the continued airing of TV commercials or the exhaustion of the inventory.
5. Services Required -You must describe in detail what Ms. Cyrus will actually do to promote the Wrecking Ball to Germs Line for Pure Plus Hand Sanitizers, Inc.
   1. Promotional Appearances
      1. How many?
      2. When?
      3. Where?
      4. How much notice will Pure Plus Hand Sanitizers, Inc. give?
      5. What scheduling procedures will govern?
      6. How long will Ms. Cyrus be expected to appear?
      7. Will Ms. Cyrus support only a particular part or all parts of the project?
   2. Catch All and Best Efforts Provision - In case Pure Plus Hand Sanitizers, Inc. forgets to list an act that Ms. Cyrus needs to perform.
6. Compensation and Timing of Compensation -
   1. What should Ms. Cyrus receive as compensation for her endorsement?
   2. Fixed fee or Contingent fee based upon the performance of endorsement obligations and the sales of the Product?
   3. Ms. Cyrus's right to an audit?
7. Expenses
   1. Whether Pure Plus Hand Sanitizers, Inc. is willing to pay for Ms. Cyrus' expenses to endorse the Product? Travel? Hotel? Meals?
   2. What are reasonable expenses?
8. Use of Name/Photograph -Ms. Cyrus will be used on the promotional materials for the Project, including on the Website. The Contract must address this aspect. Ms. Cyrus may want approval rights. Pre-approval provision?
9. Exclusivity -Pure Plus Hand Sanitizers, Inc. will want to limit Ms. Cyrus from endorsing competing products or services (Competing Hand Sanitizer Companies). The Contract must address this aspect. Also, Pure Plus Hand Sanitizers, Inc. will want to prevent inappropriate or potentially offensive marketing techniques.
   1. Limit public activities that might be identified with competitors.
10. Infringement -What if Ms. Cyrus violates the Exclusivity Provision? That possibility must be addressed, such as wearing another company's nail polish. What are the consequences of such activity? Equitable Relief? Injunctions?Filing Suit? Attorneys fees and costs?
11. Death/Insurance -Life Insurance on Ms. Cyrus to cover this risk?Ms. Cyrus'consent would be required.
12. Right toTermination Clauses -What are Ms. Cyrus's grounds to terminate the Contract (end the contract)? What are Pure Plus Hand Sanitizers, Inc.'s grounds to terminate the Contract (end the contract)? What are the parties'rights to legal or equitable relief if one party terminates the Contract? Required Notice prior to termination?
    1. Probationary Period?
    2. Inappropriate Behavior by Celebrity - Scandal? - Objective Test
       1. Acted in a socially reprehensible manner and significantly beyond generally accepted norms? (This needs to be defined.)
       2. Misrepresentation or concealment of the Celebrity's background?
       3. Indicted or convicted of a crime?
       4. Ms. Cyrus fails to remain the public eye?(Like that would happen!)
       5. Ms. Cyrus fails to maintain a certain performance level?
       6. Miz In-no-cent violates the agreement or fails to market the product to a certain defined degree?
    3. Liquidated damages clause?
13. Suspension -If Pure Plus Hand Sanitizers, Inc.delays or suspends the Contract, should Ms. Cyrus still be tied to the product?
14. Marketing/Creative Control -How much control should Ms. Cyrus have in the marketing process, including Creative Control? Does Ms. Cyrus get to choose scents and colors and be involved in the naming of the colors?
15. Binding on Successors Clause.
16. Assignability Clause.
17. Waiver Clause.
18. Severability Clause.
19. Integration Clause.
20. Remedies Clause- If either side breaches the contract, describe are the parties' remedies. Look to your textbook, handouts, and class notes.
21. Arbitration Clause in the event of a breach of contract.
22. Choice of Law Clause.