Endorsement Agreement (Pakistan)

An Endorsement Agreement in Pakistan governs the arrangement between the parties and the conditions on which it operates.

Pakistan's endorsement and celebrity marketing industry has grown substantially with the rise of the Pakistan Super League (PSL), the expanding fashion and beauty sector, the growth of YouTube, Instagram, and TikTok as commercial platforms, and the success of Pakistani films and television dramas in regional and diaspora markets. Cricketers — including players contracted with the Pakistan Cricket Board (PCB) under the PCB's Player Regulations — are among the most sought-after endorsers, appearing in advertising for telecommunications companies (Jazz, Telenor, Ufone, Zong), FMCG brands (Unilever Pakistan, Nestlé Pakistan, Reckitt Benckiser Pakistan), and financial services companies regulated by the State Bank of Pakistan (SBP). Pakistani television actors, models, and social media influencers with large followings on Instagram, YouTube, and TikTok also command significant endorsement fees in the local and diaspora markets.

The Trade Marks Ordinance 2001, administered by the Intellectual Property Organization of Pakistan (IPO-Pakistan), protects registered trade marks from unauthorised use. An endorsement agreement should confirm whether the brand's trade marks — logos, slogans, product names registered with IPO-Pakistan — may be used by the endorser in social media posts, personal appearances, and public statements, and the manner in which such marks must be displayed consistent with brand guidelines. The endorser's own name or persona may constitute an unregistered trade mark or protectable personality right under Pakistani law — the agreement should address ownership of the endorser's commercial persona.

The Copyright Ordinance 1962 governs original creative works including photographs, videos, and artistic content created as part of the endorsement campaign. The agreement must specify who owns the copyright in photographs and videos produced during the endorsement — whether ownership vests in the brand (as the commissioner of the work), the endorser, or the production company — and the scope of the licence granted to each party to use the content. Under Section 17 of the Copyright Ordinance 1962, works made in the course of employment belong to the employer, but works commissioned from freelancers or independent contractors typically belong to the creator unless the contract specifies otherwise.

Pakistan's media and advertising regulatory framework — overseen by the Pakistan Electronic Media Regulatory Authority (PEMRA) under the PEMRA Ordinance 2002 for broadcast content, and the Pakistan Telecommunication Authority (PTA) under the Pakistan Telecommunication (Re-organisation) Act 1996 for digital content — imposes content standards on advertisements. The Pakistan Advertising Standards Council (PASC) Code of Advertising Standards requires that endorsements be genuine, that endorsers have actual experience of the product, and that comparative advertising claims be substantiated. Endorsers who make false or misleading claims in advertising may face consumer protection challenges under the Consumer Protection Acts of the relevant provinces — the Punjab Consumer Protection Act 2005, the Sindh Consumer Protection Act 2014, and the Khyber Pakhtunkhwa Consumer Protection Act 2017.

From a taxation perspective, the Federal Board of Revenue (FBR) treats endorsement fees paid to celebrities and influencers as income from services, subject to withholding tax under Section 153 of the Income Tax Ordinance 2001. The payer company is required to deduct withholding tax at the applicable rate and deposit it with the FBR before releasing the fee to the endorser. FBR has in recent years issued notices to high-profile cricketers, television personalities, and social media influencers in Pakistan demanding reconciliation of endorsement income declared in annual tax returns with the withholding tax deducted by brands — making accurate FBR compliance documentation in endorsement agreements commercially necessary.

The Securities and Exchange Commission of Pakistan (SECP) has jurisdiction over endorsement agreements where listed companies on the Pakistan Stock Exchange (PSX) engage endorsers — related party transactions involving directors or major shareholders who endorse the company's products must be disclosed under the Listed Companies (Code of Corporate Governance) Regulations 2019. Similarly, endorsement agreements in the financial services sector — for banking products, insurance policies, or investment funds — must comply with SECP's advertising and investor protection guidelines to confirm product claims in endorsed content are substantiated and not misleading to retail investors.

An Endorsement Agreement in Pakistan is required whenever a brand engages a public figure, celebrity, athlete, or influencer to promote its products or services, and both parties need a legally binding framework governing the terms of the commercial relationship.

An Endorsement Agreement is needed when a consumer brand — in categories such as telecommunications, FMCG, fashion, food and beverages, or financial services — engages a Pakistani cricketer, actor, model, or social media influencer to appear in television commercials, print advertisements, digital campaigns, or personal appearances at brand events. The agreement protects both the brand (by defining the scope of permitted use of the endorser's likeness) and the endorser (by securing agreed compensation and protecting their reputation).

An Endorsement Agreement is required when an influencer or content creator with a significant social media following on YouTube, Instagram, TikTok, or Facebook is engaged to create sponsored content, product reviews, or brand collaborations. Pakistan's Advertising Standards Code requires that paid endorsements and sponsored content be clearly disclosed to audiences — the agreement should specify disclosure obligations consistent with PASC guidelines and PTA digital content regulations.

An Endorsement Agreement is needed when a sports brand, equipment manufacturer, or tournament organiser engages a professional athlete — cricketer, hockey player, or squash player — to use, wear, or display the brand's products during competition or public appearances. Pakistan Cricket Board (PCB) Player Regulations impose restrictions on player endorsement activities that conflict with PCB's own commercial agreements — the endorsement agreement must confirm that the endorser has obtained any required PCB clearance.

An Endorsement Agreement is required when a pharmaceutical company regulated by the Drug Regulatory Authority of Pakistan (DRAP) engages a healthcare professional or public figure to promote a health product or supplement — DRAP regulations on advertising of medicines require that endorsement claims be substantiated by scientific evidence.

An Endorsement Agreement is needed when a brand wants to extend an existing endorsement relationship — adding new product categories, new media channels, or new geographic territories (including Pakistani diaspora markets in the UK, UAE, USA, and Canada) — to confirm the extended scope is documented and the endorser is compensated accordingly.

An Endorsement Agreement is required when a financial institution regulated by the State Bank of Pakistan (SBP) — a scheduled bank, microfinance institution, or digital payment service provider — engages a public figure to promote banking products such as credit cards, digital wallets, home finance, or savings accounts. SBP's Prudential Regulations and consumer protection circulars require that advertising of financial products be truthful and not misleading — the endorsement agreement must include warranties from the endorser that all claims about the product are accurate and consistent with the institution's approved product disclosures.

An Endorsement Agreement is needed when an international brand entering the Pakistani market seeks a local celebrity ambassador to build brand recognition among Pakistani consumers. Foreign companies registered in Pakistan under the Companies Act 2017 or operating through a branch under the Foreign Companies Ordinance must confirm their endorsement agreements comply with Pakistani tax law — withholding tax under Section 153 of the Income Tax Ordinance 2001 applies regardless of whether the brand is a domestic or foreign entity making payments to a Pakistan-resident endorser.

A valid Endorsement Agreement in Pakistan under the Contract Act 1872 must contain the following essential elements to be commercially effective and legally enforceable.

Party Identification: Full legal names of the brand (company name, SECP registration number, registered address) and the endorser (full name, CNIC number, permanent address, and the specific persona or professional identity being endorsed — e.g. "Muhammad Aslam Khan, known professionally as Ali Khan, Pakistani cricketer and Instagram influencer"). Where the endorser is represented by a management agency or talent manager, the agreement should identify the agency and confirm the agent's authority to bind the endorser.

Scope of Endorsement: A precise description of the products or services being endorsed, the media and platforms on which the endorsement will appear (television, radio, print, digital, social media, outdoor advertising, in-store point-of-sale), the geographic territory (Pakistan, UAE diaspora markets, global digital reach), and any mandatory inclusion or exclusion requirements — logos, tag lines, packaging, or competitor brands that must be avoided.

Exclusivity: Whether the endorsement is exclusive — preventing the endorser from endorsing competing brands in the same product category during the agreement term — or non-exclusive. Exclusivity commands a premium in Pakistan's endorsement market. The agreement should define the competitive category precisely — "carbonated soft drinks" rather than "beverages" — to avoid disputes about whether a competing endorsement falls within the exclusive category.

Compensation Structure: The endorsement fee — whether a fixed lump sum payable on signing, a per-use fee, a royalty based on sales, or a combination — in Pakistani Rupees (PKR). The payment schedule, withholding tax obligations under Section 153 of the Income Tax Ordinance 2001 (applicable to payments for services), and the endorser's responsibility for their own income tax under the FBR's self-assessment regime should all be addressed. FBR has increasingly scrutinised influencer income in Pakistan — the endorsement agreement should provide clarity on tax allocation.

Image Rights and Intellectual Property: The scope of the licence granted by the endorser to the brand — the right to use the endorser's name, photograph, likeness, voice, and signature in the specified media for the term of the agreement. The agreement should address ownership of new creative content, rights to footage and photographs, social media content created by the endorser, and whether the brand can sublicense the endorser's image to distributors or retail partners.

Conduct Standards and Morality Clause: A clause specifying the standards of conduct expected of the endorser during the agreement term — no criminal convictions, no behaviour bringing the brand into disrepute, compliance with PEMRA and PASC advertising standards, and no public statements contradicting the brand's claims. A morality clause allowing the brand to terminate the agreement without penalty if the endorser is involved in a public controversy is standard in Pakistani endorsement contracts — the clause should be drafted to cover social media posts, interviews, and public appearances as well as formal advertising.

Termination Rights: Conditions under which either party may terminate the agreement — breach of obligations, failure to make payment, termination of the endorser's career (retirement, injury, PCB ban), or change of control of the brand. The consequences of termination — whether the brand may continue to use existing advertising materials featuring the endorser for a run-off period, the endorser's obligation to remove social media posts, and any kill fee payable to the endorser on early termination by the brand — must be specified.

Dispute Resolution: The forum for resolving disputes — civil courts in Lahore, Karachi, or Islamabad under the Contract Act 1872, or commercial arbitration under the Arbitration Act 1940. High-value endorsement agreements in Pakistan increasingly include arbitration clauses administered by the Karachi Centre for International Arbitration (KCIA) or the London Court of International Arbitration (LCIA) for international brands.

Forms-legal.com provides this Endorsement Agreement (Pakistan) template as a starting point for celebrity and influencer brand deals. The template reflects the requirements of the Contract Act 1872, Trade Marks Ordinance 2001, Copyright Ordinance 1962, and PASC advertising standards. Both parties should obtain independent legal advice from qualified Advocates enrolled at a provincial Bar Council — Lahore Bar, Sindh Bar, Islamabad Bar — before signing.

Under the Companies Act 2017, the Securities and Exchange Commission of Pakistan (SECP) maintains the register of Pakistani companies. Section 16 of the Companies Act 2017 governs company incorporation. The Contract Act 1872 governs general contractual obligations. The Federal Board of Revenue (FBR) administers corporate tax under the Income Tax Ordinance 2001. The High Courts (Lahore, Sindh, Peshawar, Balochistan, Islamabad) have original and appellate jurisdiction.