Endorsement Agreement (Philippines)

An Endorsement Agreement in the Philippines records the bargain between the parties, fixing their respective rights, duties and remedies.

Under the Intellectual Property Code (RA 8293), a performer's performance — including an endorser's recorded appearances in advertisements, TV commercials, and digital content — is protected under Section 203 of RA 8293 as amended by RA 10372, which grants performers the exclusive right to authorize or prohibit: the broadcasting and communication to the public of unfixed performances; the fixation of their performances; and the reproduction of fixations of their performances. An endorsement campaign that records the endorser's performance creates a fixed recording protected under Section 172.2 of RA 8293, and the Endorsement Agreement must clearly address the scope of rights granted to the company to use those recordings.

The Advertising Standards Council (ASC) regulates advertising content in the Philippines and requires all advertising — including celebrity endorsement campaigns — to comply with the Philippine Advertising Code of Ethics, the Broadcast Code of the Philippines, and relevant consumer protection requirements under the Consumer Act (RA 7394, 1992). Celebrity endorsers in the Philippines bear responsibility for the accuracy of product claims they make in advertising, and the DTI's consumer protection enforcement team has pursued endorsers alongside brands for misleading advertising under Article 50 of RA 7394.

For social media influencer endorsements — a rapidly growing segment of the Philippine advertising market, particularly on Facebook, Instagram, TikTok, and YouTube — the ASC has issued guidelines requiring disclosure of paid partnerships and sponsored content, consistent with the FTC Endorsement Guides framework adopted in the Philippines. The National Telecommunications Commission (NTC) and the Movie and Television Review and Classification Board (MTRCB) regulate broadcast content featuring endorsers.

The legal framework governing the Endorsement Agreement (Philippines) in Philippines draws on several key statutes and regulatory bodies. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Parties executing a Endorsement Agreement (Philippines) in Philippines should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Revised Corporation Code (RA 11232, 2019) sets the foundational requirements.

An Endorsement Agreement is needed whenever a Philippine celebrity, athlete, influencer, or public personality is engaged to promote or endorse a brand's products or services.

A Philippine consumer goods company — in categories such as food and beverage, personal care, telecommunications, or financial services — that engages a Filipino actor, singer, athlete, or media personality to appear in television commercials, print advertisements, billboard campaigns, and digital marketing materials needs a thorough Endorsement Agreement covering the campaign scope, exclusivity restrictions, compensation, and approval rights.

A financial services company — including a bank supervised by the Bangko Sentral ng Pilipinas (BSP) or an insurance company regulated by the Insurance Commission (IC) — that uses celebrity endorsers for product campaigns must confirm the Endorsement Agreement addresses the regulatory requirements of BSP and IC advertising guidelines, which require that financial product endorsements be accurate and not misleading.

A pharmaceutical company licensed by the Food and Drug Administration (FDA) that uses celebrity endorsers for health product campaigns must comply with FDA Circular No. 2016-010 on the regulation of drug and health supplement advertising, including the requirement that celebrity claims about health benefits be substantiated and pre-approved by the FDA.

A digital brand or e-commerce platform that engages social media influencers with large Filipino followings on Instagram, TikTok, Facebook, or YouTube for paid partnership campaigns needs an Endorsement Agreement that specifies content deliverables, posting schedules, disclosure requirements, approval rights, and exclusivity parameters during the campaign period.

A sports association, professional team, or event sponsor that engages Philippine national athletes or sports personalities to represent sponsor brands during competitions, appearances, and media activities needs an Endorsement Agreement that accommodates the athlete's national team obligations and complies with the Philippine Sports Commission (PSC) and Philippine Olympic Committee (POC) guidelines on athlete sponsorships.

A thorough Philippine Endorsement Agreement must include the following essential elements.

Identification of Parties: Full legal names and addresses of the brand/company and the endorser. For endorsers represented by a talent agency or management company, the agreement should address whether the endorser or the agency is the contracting party.

Endorsed Products or Services: Precise description of the products or services that the endorser is agreeing to promote, including brand names, product categories, and any limitations on the endorsement scope.

Deliverables and Campaign Scope: Specific deliverables — number of TVC (television commercial) appearances, print advertisement appearances, digital content posts, personal appearances, event attendance, and social media posts — with descriptions of each deliverable and applicable deadlines.

Exclusivity: Whether the endorser agrees not to endorse competing products or categories during the contract term (exclusive category endorsement) or more broadly. Exclusivity provisions are common in Philippine endorsement deals and are enforceable under the Civil Code provided they are reasonable in scope and duration.

Approval Rights: The endorser's right to approve or reject creative materials featuring their image and likeness before publication, and the process and timeline for approval. This is particularly important given the endorser's moral rights under Section 193 of RA 8293 and their right to protect their reputation.

Compensation: Fixed fees, per-appearance fees, royalty arrangements, product gifts, or other forms of compensation. Payment schedule, currency (PHP), and tax implications — endorsement fees are subject to withholding tax under BIR regulations.

Social Media Obligations: Specific requirements for social media posts — platforms, frequency, hashtags, disclosure of paid partnership (required by ASC guidelines), and content standards. The endorser's social media accounts used for the campaign should be specified.

Morality Clause: Clause permitting the company to terminate the agreement if the endorser's conduct — including off-camera behavior — materially damages the brand's reputation, which is standard in Philippine endorsement contracts.

Intellectual Property: Grant to the company of the right to use recordings and photographs of the endorser for the specified campaign purposes, with duration and territory limits consistent with RA 8293 performers' rights.

Termination: Grounds for termination, notice requirements, and post-termination obligations — particularly the endorser's obligation to discontinue use of the brand's products or references and the company's obligation to cease using the endorser's image.

Additional compliance elements for a Endorsement Agreement (Philippines) used in Philippines include: Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Forms-legal.com provides this template as a starting point for Philippines-compliant documentation.