How to draft effective endorsement contracts for athletes

This article is the final part of a three-part series exploring the commercial and legal dynamics of athlete endorsements. After examining Name, Image, and Likeness (NIL) rights and dissecting the legal framework of endorsement contracts, we now move to the practical task of drafting one. Whether you are a lawyer, agent, or brand representative, this guide equips you to draft an airtight endorsement contract aligned with Indian law and global best practices.

Introduction

If you are reading this, then you are in Part 3 of the 3-part series on sports commercial rights. So, I hope you have read the first two parts. If not, check out Part 1 here and Part 2 here. I highly recommend that you do so if you have not already. 

Now, if you have read the two, then let me give you a quick recap. 

In Part 1 of this series, we explored the evolution of NIL (Name, Image, and Likeness) rights and how Indian athletes are beginning to assert their identity in commercial deals. Part 2 took a closer look at endorsement contracts, demystifying their structure, common clauses, and legal considerations. We examined why brands like Rolex bet on icons like Roger Federer and how Indian laws around publicity and tax are evolving.

Now, it is time for Part 3: putting pen to paper. This is where it gets real. A player’s image, identity, and future earnings are all shaped by the clauses you and I draft. And if you are advising an athlete or a brand, this final part is where you must be most precise, practical, and forward-looking.

Drafting an Endorsement Contract

Before we get to drafting, let me set the stage. 

Background

Meet Rani Ghosh: India’s rising track and field star. At just twenty-three, Rani Ghosh has already run her way into the hearts of Indian sports fans. A national record holder in the 400-metre sprint and a silver medallist at the Asian Games. Rani is known not just for her speed but also for her charisma and grounded persona. Her Instagram reels, often showing her early-morning hill sprints, have gone viral more than once. She is not just an athlete anymore; she is a brand in the making. She is gaining more followers by the minute.

Naturally, the sponsors have come calling.

Rani is now in advanced discussions with La Reina Luxe. The brand is a high-end European sports-luxury footwear company planning to launch a women’s performance sneaker line in India. The deal promises more than just money. It would give her visibility across global campaigns, her own signature line of shoes, and access to global sports tech partnerships. But it also comes with legal complexity, rights over her image, exclusivity clauses, social media deliverables, tax obligations, and more.

This article walks you through how to draft the actual endorsement contract for someone like Rani. We will use her story to illustrate each clause, highlight drafting tips, and bring in comparative insights from international sports law. Think of it as your live playbook.

Recitals: background and intent

Recitals are basically the background. It is necessary because every good contract starts with context. The recitals or preamble explain why the parties are entering into this agreement. While they may not always be enforceable, they help courts and arbitrators interpret the contract’s purpose, especially when a dispute arises.

In Rani Ghosh’s case, she is not just signing a deal for free shoes. She is licensing her identity. The identity being her face, her name, and her reputation to a luxury brand. This relationship must be presented carefully and respectfully.

While drafting, use clear, non-technical language in this section. Recitals are not the place for legalese. They should be factually accurate and specific. You will need to mention the athlete’s domain (e.g., sprinting), the brand’s focus (e.g., sports-luxury), and the nature of the collaboration. This sets the tone for the rest of the contract and helps courts, if ever needed, understand the commercial purpose behind the arrangement.

1. Recitals 

This Endorsement Agreement is entered into on this 15th day of June, 2025, by and between:

La Reina Luxe Limited, a company incorporated under the laws of the United Kingdom, having its registered office at 14 Queen’s Crescent, London, W1G 7AG (hereinafter referred to as the “Brand”); and

Ms. Rani Ghosh, an Indian professional athlete residing at 22 Parkside Gardens, Salt Lake City, Kolkata – 700106, India (hereinafter referred to as the “Athlete”).

WHEREAS:

The Athlete is a professional track and field sportsperson, a national record holder in the 400-metre sprint, and is widely recognised for her athletic achievements and public image across India and Asia;

The Brand is engaged in the design, manufacture, and marketing of premium performance footwear and lifestyle products, and wishes to engage the Athlete to endorse its women’s sports footwear range in India and select global territories;

The Athlete is willing to provide her endorsement services and grant the Brand the right to use her name, image, likeness, and other publicity rights in accordance with the terms of this Agreement;

NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, the Parties agree as follows:

Definitions

Definitions form the backbone of any well-drafted contract. They eliminate ambiguity and ensure both parties interpret key terms consistently. For an endorsement agreement, terms like Endorsement Services, Athlete IP, and Territory carry significant weight.

In the contract, do not over-define. You do not need to define everything. You need to only define terms that appear repeatedly or are likely to be misinterpreted. Avoid making the definition section bloated. Every definition should have a clear reason to exist. Also, maintain internal consistency. If you use “Athlete IP” in one clause, do not suddenly switch to “Image Rights” in another. This can create confusion.

You can also use cross-referencing smartly. For example, “Endorsement Services” can refer to a detailed annexure or schedule listing all social media obligations and event appearances. This helps keep the contract readable and prevents the body from getting too lengthy.

2. Definitions

In this Agreement, unless the context otherwise requires, the following terms shall have the meanings ascribed to them below:

2.1. “Athlete IP” means the Athlete’s name, nickname, image, signature, voice, likeness, biography, initials, social media handles, and any other indicia of identity or personal attributes, whether registered or unregistered, used in connection with the promotion of products or services.

2.2. “Brand Assets” means the trademarks, logos, marketing copy, product visuals, and any other intellectual property owned or licensed by the Brand, which the Athlete may use in performing the Endorsement Services.

2.3. “Endorsement Services” means the services to be rendered by the Athlete under this Agreement, including but not limited to:

2.3.1. use of the Athlete IP in advertisements, social media content, digital or print media;

2.3.2. personal appearances at promotional events organised by the Brand;

2.3.3. promotional posts on the Athlete’s verified social media channels;

2.3.4. participation in photoshoots, interviews, or press conferences, as reasonably requested by the Brand.

2.4. “Territory” means the Republic of India and such other territories as may be mutually agreed in writing between the Parties.

2.5. “Term” means the duration of this Agreement as specified in Clause 4, including any extensions agreed in writing.

2.6. “Deliverables” means the specific activities, content, or materials to be created or performed by the Athlete during the Term, as detailed in Schedule A of this Agreement.

Scope of endorsement

This section sets out what exactly the athlete is expected to do. This will be things like how they will endorse the brand, and the limits of that engagement. It essentially forms the operational core of the contract. Both parties must be crystal clear about obligations and expectations.

In Rani Ghosh’s case, the Brand is keen on digital campaigns, product launches, and select live appearances. Rani, however, is also preparing for the Olympics, so her availability is limited. The clause must reflect that balance.

You need to always tailor the exclusivity clause to the product category and market. For example, while this contract restricts Rani from endorsing other shoe brands, it gives her freedom in other areas like sports nutrition. This is especially important if the athlete already has existing deals. You will need to analyse the situation of your client and bring that out in the contract. 

The “right of approval” is a common source of tension. Brands often want full control over content. Athletes, on the other hand, need authenticity. A balanced clause prevents future disputes.

Also, consider attaching a Schedule or Annexure that contains a content calendar and key campaign dates. There can be an annexure also about guidelines on logo usage and social media tone-of-voice expectations.

3. Endorsement services

3.1. The Athlete agrees to provide the Endorsement Services as defined in Clause 2.3, in accordance with the timelines and content plan set forth in Schedule A. The Athlete shall:

3.1.1. Post a minimum of six (6) promotional posts across her Instagram and Twitter handles per quarter, tagging and promoting the Brand’s official channels;

3.1.2. Participate in one (1) product launch event or press conference every six (6) months, subject to mutual scheduling;

3.1.3. Feature in one (1) digital advertisement and one (1) print advertisement annually, as part of the Brand’s campaign strategy;

3.1.4. Collaborate with the Brand’s marketing team for at least two (2) creative ideation sessions per year.

3.2. Exclusivity 

The Athlete shall not, during the Term, endorse, promote, or be associated with any other brand or product in the category of performance footwear or athletic lifestyle shoes, whether directly or indirectly, without prior written consent from the Brand.

3.3. Restrictions and carve-outs

The Athlete may continue to wear or mention non-competing apparel or sports accessories not related to footwear (such as nutrition products, watches, or fitness tracking devices), provided they do not conflict with the Brand’s business interests as reasonably interpreted.

3.4. Right of approval

The Brand shall have a right of reasonable prior review and approval over any promotional content involving its Brand Assets. The Athlete shall not be required to create any content that is defamatory, misleading, politically sensitive, or inconsistent with her personal values or public image.

Term and termination

This section answers two critical questions:

How long does the endorsement deal last?

Under what circumstances can it be ended early?

You must be able to strike a balance between stability (for long-term planning) and flexibility (in case of controversy, injury, or non-performance). In Rani Ghosh’s case, the brand wants a two-year commitment with an option to renew. Rani wants clear exit options if the brand’s values change or if her professional obligations require her to scale back public appearances.

When drafting, always include both termination for cause and termination for convenience. Athletes and brands must be able to exit without litigation.

Also, make sure to keep payment and withdrawal timelines realistic. Most campaigns have a run-on period. You also need to include a “reverse morality clause”. This will let athletes terminate if the brand’s behaviour conflicts with their ethics. For example, poor labour practices or a PR scandal.

Always be clear about who owns what after termination. This protects against misuse of Rani’s image once the relationship ends.

4. Term and termination

4.1. Term

4.1.1. This Agreement shall commence on 1 July 2025 and shall remain in force for a period of two (2) years, unless terminated earlier in accordance with this Clause 4. The Parties may mutually agree to extend the Term for an additional one (1) year by executing a written addendum not less than sixty (60) days prior to the expiry of the initial Term.

4.2. Termination for cause

Either Party may terminate this Agreement with immediate effect by written notice if:

4.2.1. the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice;

4.2.2. the other Party becomes insolvent, is declared bankrupt, or enters into liquidation proceedings;

4.2.3. the Athlete is convicted of a criminal offence involving moral turpitude or engages in conduct that, in the Brand’s reasonable opinion, brings disrepute to the Brand;

4.2.3. the Brand engages in conduct or business practices that the Athlete reasonably believes are unethical, discriminatory, or in violation of her core values and public persona.

4.3. Termination for convenience

Either Party may terminate this Agreement without cause by giving ninety (90) days’ prior written notice. In such a case, the Brand shall compensate the Athlete for any services already performed and for any campaign costs incurred by the Athlete in good faith, subject to documentation.

4.4. Consequences of termination

Upon termination:

4.4.1. the Brand shall immediately cease using the Athlete IP in all forms of promotion and shall withdraw any ongoing advertising campaigns featuring the Athlete within thirty (30) days;

4.4.2 the Athlete shall return or destroy any confidential materials provided by the Brand, and vice versa;

4.4.3. both Parties shall settle all outstanding payments within thirty (30) days of termination.

4.5. Survival

Clauses relating to confidentiality, indemnity, and intellectual property ownership shall survive termination or expiry of this Agreement.

Commercial terms and payment

This section sets out exactly how the Athlete will be compensated, the payment schedule, and any performance incentives or reimbursements. Transparency here avoids future disputes and builds trust.

For Rani Ghosh, La Reina Luxe offers a base fee, bonuses linked to social media performance, and reimburses travel expenses for promotional events.

You will need to specify clear payment milestones and tie payments to performance where appropriate. Make sure to use schedules or annexures to define detailed KPIs (Key Performance Indicators) like social media engagement or campaign delivery.

Also, you need to address expense reimbursements carefully. Always require prior approval and proof of expenditure. And clearly state tax responsibilities and the mode of payment to avoid confusion or delay.

Consider currency and jurisdiction if the brand is foreign (here, INR was chosen as the deal is India-centric, but often payment clauses include foreign currency options).

5. Fees

5.1. The Brand agrees to pay the Athlete a total fixed fee of INR 2,50,00,000 (Indian Rupees Two Crore Fifty Lakhs) exclusive of applicable taxes, payable as follows:

1. INR 50,00,000 upon execution of this Agreement;
2. INR 1,00,00,000 payable in two equal instalments on 1 January 2026 and 1 July 2026;
3. INR 1,00,00,000 payable on completion of the Term, subject to the Athlete’s satisfactory performance of the Endorsement Services.

5.2. Performance bonus

In addition to the fixed fee, the Athlete shall be eligible for a performance bonus of up to INR 25,00,000 per annum, payable quarterly, based on achieving mutually agreed social media engagement targets and successful completion of campaign milestones, as detailed in Schedule B.

5.3. Reimbursement of expenses

The Brand shall reimburse the Athlete for all reasonable travel, accommodation, and related expenses incurred in connection with the Endorsement Services, provided that the Athlete obtains prior written approval from the Brand and submits supporting invoices within thirty (30) days.

5.4. Taxes

All payments shall be subject to applicable tax deductions at source as per Indian law. The Athlete shall be responsible for declaring and paying any other applicable taxes arising from the payments received under this Agreement.

5.5. Mode of payment

All payments shall be made by electronic bank transfer to the bank account designated by the Athlete in writing.

Intellectual property rights and usage

This section clarifies who owns what, how the athlete’s image and brand assets can be used, and sets boundaries to avoid future disputes.

For Rani Ghosh’s deal with La Reina Luxe, both parties want clear rules on the use of her image and the brand’s trademarks. This will include duration, geography, and permitted media.

When you are drafting, always clarify that ownership remains with the athlete to avoid unintended transfer of rights. The licence scope should be precise on purpose, geography, media, and duration.

Athletes highly value approval rights to protect their personal brand. You need to explicitly recognise moral rights to prevent offensive or distasteful use. Limit sublicensing to avoid the brand giving rights to unknown third parties.

6. Intellectual property rights and usage

6.1. Ownership of intellectual property

The Athlete retains all rights, title, and interest in and to her Athlete IP, including her name, image, and likeness. The Brand retains all rights in its Brand Assets. No transfer of ownership shall be implied by this Agreement.

6.2. Licence grant

The Athlete hereby grants the Brand a limited, non-exclusive, royalty-free licence to use the Athlete IP solely for the purpose of promoting and marketing the Brand’s products in the Territory during the Term, and in accordance with the terms of this Agreement.

6.3. Use restrictions

The Brand shall not use the Athlete IP in any manner that is defamatory, misleading, or inconsistent with the Athlete’s public image. Any use outside the agreed Territory or Term requires prior written consent.

6.4. Approval rights

The Athlete shall have the right to review and approve any materials in which her Athlete IP is used before public release, with such approval not to be unreasonably withheld or delayed.

6.5. Moral rights

The Brand acknowledges the Athlete’s moral rights in relation to her Athlete IP and shall not distort, mutilate, or otherwise modify any material featuring the Athlete’s image or name in a manner prejudicial to her honour or reputation.

6.6. Third-party use

The Brand shall not sublicense or assign the licence granted under Clause 6.2 to any third party without the prior written consent of the Athlete.

Confidentiality and data protection

This section protects the sensitive business information and personal data shared between the parties during the endorsement relationship. It safeguards both the Athlete and the Brand from misuse or leaks.

For Rani Ghosh and La Reina Luxe, this clause ensures campaign plans, financial details, and personal data stay secure. You will need to define confidential information clearly, but allow for necessary legal disclosures. Make sure to include a data protection clause referring to applicable Indian laws. Also, ensure confidentiality survives termination for a reasonable period. Do not forget to specify what happens to confidential materials post-termination.

7. Confidentiality and data protection

7.1. Confidential information

Each Party agrees to keep confidential and not disclose to any third party any information relating to the other Party’s business, products, marketing strategies, financial details, or personal data disclosed in connection with this Agreement (“Confidential Information”), except as required by law or with prior written consent.

7.2. Use of confidential information

Confidential Information shall only be used for the purposes of performing obligations under this Agreement and shall not be used for any other purpose.

7.3. Data protection

The Parties agree to comply with all applicable data protection laws, including the Information Technology Act, 2000 and relevant rules in India, in relation to any personal data shared or processed in connection with this Agreement.

7.4. Duration

The obligations of confidentiality set forth in this Agreement shall survive the termination or expiration of this Agreement for a period of five (5) years. Notwithstanding the foregoing, any trade secrets (as defined under applicable law) disclosed under this Agreement shall remain subject to the confidentiality obligations herein for so long as such information qualifies as a trade secret. 

7.5. Return or destruction

Upon termination, each Party shall promptly return or destroy all Confidential Information of the other Party in its possession, except as required to be retained by law.

Warranties, indemnities and liability

This section sets out the promises each party makes, their responsibilities if things go wrong, and limits on liability.

For Rani Ghosh and La Reina Luxe, it is vital that the Brand guarantees lawful use of her image, while Rani warrants that she has no conflicting endorsement obligations.

Your duty here is to include mutual warranties to clarify each party’s legal standing. Indemnity clauses protect against third-party claims resulting from breach. Make sure to limit liability carefully to avoid open-ended exposure.

The force majeure clause is essential given uncertainties like COVID-19 disruptions.

8. Warranties, indemnities and liability

8.1. Warranties by the Athlete

The Athlete warrants that:

8.1.1. she has the full right and authority to enter into this Agreement and grant the licences herein;

8.1.2. her performance of the Endorsement Services does not violate any other contract or law;

8.1.3. she will perform the services with reasonable skill and care.

8.2.  Warranties by the Brand

The Brand warrants that:

8.2.1. it holds all rights in its Brand Assets and may lawfully use the Athlete IP as permitted;

8.2.2. it will not use the Athlete IP for unlawful or unethical purposes.

8.3. Indemnity

Each Party agrees to indemnify and hold harmless the other Party from and against any losses, damages, claims, or expenses arising out of any breach of its warranties or obligations under this Agreement.

8.4. Limitation of liability

Except for liability arising from gross negligence, wilful misconduct, or breaches of confidentiality or intellectual property rights, neither Party shall be liable for any indirect, incidental, consequential, or punitive damages arising out of or in connection with this Agreement.

8.5. Force majeure

Neither Party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, strikes, pandemics, or government restrictions.

Dispute resolution and governing law

This section sets out how any disagreements between the Athlete and the Brand will be resolved, and which jurisdiction’s laws will govern the contract.

For Rani Ghosh and La Reina Luxe, the contract provides for amicable negotiations, followed by arbitration under Indian law to ensure a speedy, confidential resolution.

You need to include a clear, step-wise dispute resolution process starting with negotiation. Make sure to choose arbitration to ensure confidentiality and quicker resolutions, especially in commercial disputes. You need to specify the arbitration institution, seat, language, and number of arbitrators.

Preserve the right to seek interim relief from courts, especially for IP and confidentiality breaches. Also, specify the governing law to avoid jurisdictional conflicts.

9. Dispute resolution and governing law

9.1. Amicable settlement

The Parties agree to use their best efforts to resolve any dispute arising out of or relating to this Agreement amicably through good faith negotiations within thirty (30) days of written notice of the dispute.

9.2. Arbitration

If the dispute is not resolved amicably, it shall be finally settled by arbitration administered by the Mumbai Centre for International Arbitration (MCIA) under its Arbitration Rules. The seat of arbitration shall be Mumbai, India and will be governed by Indian law. The arbitration shall be conducted in English by a sole arbitrator appointed in accordance with the Rules. The award shall be final and binding on both Parties.

9.3. Injunctive relief

Notwithstanding arbitration, either Party may seek injunctive or equitable relief from any competent court to protect its intellectual property rights or confidential information.

9.4. Governing law

This Agreement shall be governed by and construed in accordance with the laws of India.

Final clauses and signatures

This section covers the boilerplate clauses that ensure the contract is complete, enforceable, and clearly agreed upon by both parties.

Always include an entire agreement clause to avoid reliance on prior informal promises. Have written amendments to prevent misunderstandings. You can also add a severability to preserve the rest of the contract if a clause is invalidated.

Specify clear procedures for notices, and you can also allow counterparts to facilitate execution, especially when parties are in different locations.

10. Final clauses and signatures

10.1. Entire agreement

This Agreement constitutes the entire understanding between the Parties regarding the endorsement and supersedes all prior discussions, agreements, or understandings, whether written or oral.

10.2. Amendments

Any amendments or modifications to this Agreement must be made in writing and signed by authorised representatives of both Parties.

10.3. Severability

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

10.4. Notices

All notices under this Agreement shall be in writing and delivered personally, by registered post, or by email to the addresses specified by the Parties.

10.5. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10.6. Signatures

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Rani Ghosh

Athlete

______

(Name)

Authorised Signatory, La Reina Luxe

_______

Conclusion

Drafting an endorsement contract requires careful attention to detail and clear allocation of rights and responsibilities. You also need to have a strong understanding of both the legal and commercial aspects involved. As you have seen through the example of Rani Ghosh and her luxury brand partnership, a well-crafted contract protects the interests of both the athlete and the brand. It also fosters a relationship built on trust and professionalism.

In the context of Indian law, it is crucial to incorporate provisions that address intellectual property rights, confidentiality, dispute resolution, and compliance with local regulations such as data protection laws. 

Whether you represent a rising star or a global brand, remember that the endorsement contract is more than a formality. It is the foundation for a mutually beneficial partnership that can elevate the athlete’s career while strengthening the brand’s market presence. Approaching the drafting process with thoroughness, clarity, and a proactive mindset will serve you well in navigating this complex yet rewarding area of sports law.

Frequently Asked Questions (FAQs)

1. Is an endorsement contract different from a sponsorship agreement?

Yes, an endorsement contract specifically involves an athlete promoting a brand using their image, voice, and persona. A sponsorship agreement may be broader and include financial support or event branding without requiring active promotion by the athlete.

2. What laws apply to endorsement contracts in India?

Endorsement contracts are governed by Indian contract law (Indian Contract Act, 1872), intellectual property laws (particularly relating to personality rights and trademarks), and increasingly by consumer protection regulations, such as the Consumer Protection Act, 2019.

3. Can minors sign endorsement contracts?

No, minors cannot enter into binding contracts under Indian law. A guardian or legal representative must sign on their behalf, and the contract should clearly state this.

4. What are personality rights, and how do they affect endorsements?

Personality rights refer to an individual’s right to control the commercial use of their name, image, likeness, or voice. In India, these are recognised through a mix of constitutional rights and tort law (e.g., passing off).

5. What if the athlete breaches the contract by endorsing a competitor brand?

The contract should contain a clear exclusivity clause and penalties for breach, such as termination or damages. The brand may also seek injunctive relief to prevent continued breach.

6. Why is arbitration preferred in endorsement disputes?

Arbitration is typically faster, confidential, and less adversarial than litigation. This is especially useful in endorsement contracts where reputational risk is high.

7. Are endorsement earnings taxed in India?

Yes. Endorsement income is taxable under the Income Tax Act, 1961. Athletes are typically taxed under the head “Income from Business or Profession”.

8. Can an endorsement contract include morals clauses?

Yes. Morality or conduct clauses are common to allow brands to exit the deal if the athlete is involved in scandals or criminal activity that damages the brand’s reputation.

9. Should endorsement contracts be registered or notarised?

Registration is not mandatory under Indian law, but it is advisable to execute the contract on stamp paper and have it signed by both parties. Notarisation is optional but adds evidentiary value.

10. What is the typical duration of an endorsement deal?

Endorsement deals vary in length, from a few months for campaign-based engagements to multi-year deals for long-term brand ambassadorships. Duration should be aligned with marketing goals and the athlete’s career trajectory.