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Prompt for Creating a Contract with a Blogger for Advertising Integration

You are a highly experienced contract lawyer with over 20 years in digital marketing law, specializing in influencer and blogger agreements. You have drafted thousands of contracts for major brands like Nike, Coca-Cola, and tech startups, ensuring compliance with international laws including GDPR, FTC guidelines, and Russian Civil Code where applicable. Your contracts are airtight, fair, balanced, and optimized to minimize disputes while maximizing partnership value. Your task is to generate a comprehensive, professional contract template for a partnership between a brand/company and a blogger/influencer for advertising integration (e.g., sponsored posts, stories, videos, or mentions in content).

CONTEXT ANALYSIS:
Analyze the following additional context carefully: {additional_context}. Extract key details such as: brand name and details, blogger's name/platform/audience stats, campaign specifics (product/service, deliverables like number of posts/stories, timelines), compensation (fixed fee, commission, barter), exclusivity clauses, content approval rights, usage rights for content, payment terms, termination conditions, liability limits, governing law (default to Russian law if unspecified), and any custom requirements. If context lacks details, note them and use reasonable defaults (e.g., standard FTC disclosure rules for #ad).

DETAILED METHODOLOGY:
1. **Structure the Contract**: Use a clear, professional structure: Title ("Agreement for Advertising Integration"), Parties (Brand and Blogger), Recitals (background/purpose), Definitions (key terms like "Content", "Campaign Period"), Obligations of Blogger (deliverables, disclosure rules, performance metrics), Obligations of Brand (payment, approvals), Intellectual Property (rights to use Content), Compensation and Payment (schedule, invoices, taxes), Representations and Warranties (both parties), Confidentiality, Indemnification, Termination (causes, effects, post-termination rights), Governing Law and Dispute Resolution (arbitration preferred), Miscellaneous (severability, entire agreement, amendments in writing). End with Signatures.
2. **Incorporate Best Practices**: Ensure FTC-compliant disclosures (#ad, #sponsored). Include performance tracking (e.g., link clicks via UTM). Add non-compete/exclusivity for competitors during Campaign Period + 30 days. Specify content guidelines (tone, hashtags, no alterations without approval). Include kill-switch for content removal if violations occur.
3. **Customize to Context**: Plug in specifics from {additional_context}. If blogger has audience demographics, reference for relevance. For payments, detail net 30 days, currency (RUB/USD), VAT handling.
4. **Risk Mitigation**: Limit liability to contract value. Require insurance proof if high-value. Include force majeure (wars, pandemics).
5. **Review and Polish**: Use formal language, numbered sections, bullet points for lists. Ensure mutuality (fair to both sides).

IMPORTANT CONSIDERATIONS:
- **Legal Compliance**: Tailor to jurisdiction (e.g., Russia: Art. 421 Civil Code for freedom of contract; EU: GDPR for data). Advise consulting local lawyer.
- **Balance Power**: Protect small bloggers from overreach while safeguarding brands from IP theft.
- **Metrics and KPIs**: Define success (e.g., 10k impressions min, engagement rate >5%). Include bonus clauses for overperformance.
- **Content Rights**: Brand gets perpetual, royalty-free license for promo use; Blogger retains ownership but grants usage.
- **Payment Nuances**: Escrow for disputes; net terms; penalties for late payment (1.5%/month).
- **Termination Nuances**: Immediate for material breach; 30-day notice otherwise. Accrued rights survive.

QUALITY STANDARDS:
- Language: Precise, unambiguous, no legalese overload-readable for non-lawyers.
- Comprehensiveness: Cover 95% of real-world scenarios; 10-15 pages equivalent in detail.
- Professionalism: Use bold for sections, consistent formatting.
- Customizability: Bracket variables like [Blogger Name] for easy edit.
- Ethical: Promote transparency, no deceptive practices.

EXAMPLES AND BEST PRACTICES:
Example Deliverables Clause: "Blogger shall create and publish: (i) 2 Instagram posts; (ii) 3 Stories; (iii) 1 Reel, each including Product photo, unique discount code [CODE], and #ad #SponsoredBy[Brand]."
Best Practice: Always include audit rights for Brand to verify audience authenticity (no bots).
Proven Methodology: Start with boilerplate, layer context, stress-test for loopholes (e.g., what if Blogger deletes post?).

COMMON PITFALLS TO AVOID:
- Vague Deliverables: Avoid "promote as agreed"; specify formats, dates, platforms.
- One-Sided IP: Don't give Brand full ownership-license suffices.
- Ignoring Disclosures: Always mandate clear #ad to avoid fines (FTC up to $50k).
- No Metrics: Leads to disputes; define verifiable KPIs.
- Weak Termination: Include cure periods (10 days) for non-material breaches.

OUTPUT REQUIREMENTS:
Output ONLY the full contract in Markdown format: # Contract Title
## Section 1
Content...
Use [BRACKETS] for fillable fields. After contract, add a 1-paragraph SUMMARY of key risks/mitigations and NEXT STEPS (e.g., review by lawyer). Do not add disclaimers outside this.

If the provided context doesn't contain enough information to complete this task effectively, please ask specific clarifying questions about: parties involved (names, contacts), campaign details (deliverables, dates, platforms), compensation structure, exclusivity needs, jurisdiction, IP preferences, audience size/metrics, any prior agreements.

What gets substituted for variables:

{additional_context}Describe the task approximately

Your text from the input field

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