The Speaker and Event Producer are sometimes collectively referred to herein as the “Parties” and individually as a “Party”.
The speaker wishes to be provided with the services (collectively the “Services” as defined below) by Event Producer and the Event Producer agrees to provide the Services to the Speaker in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:
(a) The Speaker hereby retains the Event Producer to provide the following Services:
1. Event Producer will provide an alternative Conference Date if the agreed conference is required to be cancelled or postponed due to public health, permit, registered attendance, force majeure or other circumstances that would make the conference unfeasible or restricted in any way.
2. Event Producer will make the Breakout Speaker recording file available to the Speaker within 30-days after the conclusion of the conference. Speaker may use the recordings for their own business marketing and promotion purposes.
3. Event Producer will determine the method, details, and means of performing the Services.
4 Event Producer shall provide Speaker with event schedules and confirmed time-slot. If the Speaker’s availability is limited for the day of the event, the Event Producer must be notified at least 30-days prior to the event in order to accommodate scheduling or provide an alternate Speaker date if possible. If the Speaker does not provide the required notice of unavailability, Event Producer will not be obligated to make further accommodations and the Speaker fees will not be refunded. Likewise, if the Speaker fails to arrive for their scheduled presentation, no refund will be issued.
(b) The Parties will meet virtually or by phone at least once prior to the date of the conference to review deliverables needed by Speaker or Event Producer, any changes to the event that may affect performance of Services or Speaker participation. If
Speaker fails to produce necessary materials required by the Event Producer then the Event Producer may determine that the Speaker is not prepared to present and may choose to reschedule the Speaker to a later event.
(c) The Parties acknowledge and agree that the Agreement may be modified and/or expanded from time to time upon a written agreement executed by authorized representatives of the Parties expressly referencing this Agreement.
(d) Speaker acknowledges and agrees that Event Producer may, at its sole discretion, use subcontractors and consultants to perform some of the Services to be provided under this Agreement. In the event that Event Producer utilizes subcontractors or consultants to perform any of the Services, Event Producer shall remain responsible to Speaker for performance under this Agreement. If the Speaker was referred, scheduled or otherwise informed of the event by a licensee, subcontractor, affiliate, or consultant, upon signing of this Agreement the third-party shall not be responsible to the Speaker for the Services agreed to in this Agreement and the Event Producer agrees to be responsible for the performance of the Services.
(e) Event Producer may represent, perform services for, and contract with other additional speakers, clients, persons, or companies as Event Producer, in its sole discretion, sees fit.
Fees and Expenses.
(a) Fees. As full consideration for the provision of the Services, Speaker shall pay Event Producer the fees designated in Section 1(a) of this Agreement. The Event Producer shall have no obligation to perform under this Agreement until such fees have been collected.
(b) Expenses. Speaker shall be responsible for expenses of their own travel, video conference equipment, or any other costs associated with attending the event.
(c) Billing and Payment. Speaker authorizes the Event Producer or subcontractor to charge the agreed amount on the payment method provided as consideration for Services agreed upon in this Agreement.
Warranty. The Services to be performed hereunder shall be with through best efforts of the Event Producer. Event Producer does not warrant in any form the results or achievements of the Services provided or the resulting work product and deliverables. Event Producer warrants that the Services will be performed by qualified personnel in a professional and workmanlike manner in accordance with the generally accepted industry standards and practices. Event Producer shall comply with all statutes, ordinances, regulations and laws of all international, federal, state, county, municipal or local governments applicable to performing the Services hereunder.
LIMITATION OF WARRANTY. THE WARRANTY SET FORTH IN THIS SECTION 3 IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. EVENT
PRODUCER DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PURPOSE, OR AGAINST INFRINGEMENT. EVENT PRODUCER SHALL NOT BE LIABLE FOR ANY SERVICES OR WORK PRODUCT OR DELIVERABLES PROVIDED BY THIRD PARTY VENDORS IDENTIFIED OR REFERRED TO THE SPEAKER BY THE EVENT PRODUCER DURING THE TERM OF THIS AGREEMENT. SPEAKER’S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS REPERFORMANCE OF THE SERVICES, OR IF EVENT PRODUCER DETERMINES REPERFORMANCE IS NOT POSSIBLE OR CONFORMING, REFUND OF AMOUNTS PAID UNDER THIS AGREEMENT FOR SUCH NON-CONFORMING SERVICES.
Ownership of Work Product. This is not a work-for-hire agreement. The copyright in all deliverables created hereunder for Speaker shall belong to the Event Producer. All intellectual property rights in all pre-existing works and derivative works of such pre-existing works and other deliverables and developments made, conceived, created, discovered, invented or reduced to practice in the performance of the Services hereunder are and shall remain the sole and absolute property of Event Producer, subject to a worldwide, non exclusive license to Speaker for its marketing or promotional use as intended under this Agreement, and the Event Producer retains all moral rights therein. This Agreement does not grant Speaker any license to any of the Event Producer’s products, which products must be separately licensed.
Image Release. The Speaker, or if the Speaker is a business entity then the person designated to speak at the event on behalf of the Speaker, consents to allow their image to be captured at the scheduled event of this Agreement. The release form is provided here in Exhibit A of the Agreement and shall be executed in tandem with this Agreement. If the release is not executed then Event Producer may refuse to allow Speaker to present at the event due to the problems it would create for capturing usable images for promotional or other purposes.
Confidential Information. The Parties acknowledge that for the performance of this Agreement and the provision of the Services hereunder, one Party may disclose to the other confidential and/or sensitive information ("Confidential Information"). The Party disclosing information is referred to as the "Disclosing Party" and the Party receiving information as the "Receiving Party." For the purpose of this Agreement, "Confidential Information" shall mean all information disclosed by the Disclosing Party to the Receiving Party during the Term of this Agreement which is non-public and either proprietary or confidential in nature and related to the Disclosing Party’s business or activities, including, but not limited to financial, legal, technical, marketing, sales and business information, which is (a) marked as confidential at the time of disclosure; or (b) is unmarked (e.g., disclosed orally or visually) but is identified as confidential at the time of disclosure; or (c) due to the nature of the information or the circumstances of disclosure, would be understood by a reasonable person to be confidential. The Receiving Party shall maintain the Confidential Information in strict confidence and limit disclosure to only its employees, subcontractors, consultants and representatives who have a need to know such information to fulfill the transactions between the Parties contemplated by this Agreement. The term of confidentiality shall be five (5) years years from the initial date of disclosure of the Confidential Information. These
confidentiality obligations shall not apply to any information or development which: (i) is or subsequently becomes available to the general public other than through a breach by the receiving party; (ii) is already known to the receiving party before disclosure by the other party; (iii) is developed through the independent efforts of the receiving party; or (iv) the receiving party rightfully receives from a third party without restriction as to confidentiality or use. In no event shall Event Producer’s use or disclosure of information regarding or relating to the development, improvement or use of any of Event Producer’s products be subject to any limitation or restriction. All Confidential Information shall remain the property of the Disclosing Party.
Indemnification. Each party (the “Indemnifying Party”) agrees to indemnify, defend and hold the other party and its affiliates and their respective officers, directors, employees and agents harmless from and against all third-party claims, losses, liabilities, damages, expenses and costs, including attorney’s fees and court costs, arising out of the Indemnifying Party’s (i) gross negligence or willful misconduct or (ii) its material breach of any of the terms of this Agreement. The Indemnifying Party’s liability under this Section shall be reduced proportionally to the extent that any act or omission of the other Party, or its employees or agents, contributed to such liability. The party seeking indemnification shall provide the Indemnifying Party with prompt written notice of any claim and give complete control of the defense and settlement of the Indemnifying Party, and shall cooperate with the Indemnifying Party, its insurance company and its legal counsel in its defense of such claim(s). This indemnity shall not cover any claim in which there is a failure to give the Indemnifying Party prompt notice to the extent such lack of notice prejudices the defense of the claim.
SECTION 7 STATES THE ENTIRE OBLIGATION AND THE EXCLUSIVE REMEDIES WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS PURSUANT TO THIS AGREEMENT.
Limitation of Liability; Actions. EXCEPT FOR THE PARTIES CONFIDENTIALITY OBLIGATIONS UNDER SECTION 5 OF THIS AGREEMENT AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 7 OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. SUBJECT TO THE SPEAKER’S OBLIGATION TO PAY THE FEES TO THE EVENT PRODUCER, EACH PARTY’S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY THE SPEAKER TO THE EVENT PRODUCER UNDER THIS AGREEMENT IN THE [LIABILITYPAYPERIODTE] MONTH PERIOD IMMEDIATELY
PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. THIS SECTION SHALL SURVIVE THE TERMINATION OF THE AGREEMENT.
NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.
Cooperation of Speaker. Speaker agrees to comply with all reasonable requests of Event Producer and shall provide Event Producer’s personnel with access to all documents, facilities and access to digital files or screens as may be reasonably necessary for the performance of the Services under this Agreement.
Term. This Agreement shall terminate 30-days after the scheduled speaking event stated in this Agreement (the “Term”), unless earlier terminated in accordance with the provisions in Section 11, or unless the Speaker is rescheduled to a new event date which shall then become the new speaking event under this Agreement.
(a) Termination for Breach. Either Party may terminate this Agreement at any time in the event of a breach by the other Party of a material covenant, commitment or obligation under this Agreement that remains uncured: (i) in the event of a monetary breach, calendar days following written notice thereof; and (ii) in the event of a non monetary breach after days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either Party. Termination shall be in addition to any other remedies that may be available to the non-breaching Party.
(b) Termination for Bankruptcy, Insolvency or Financial Insecurity. Either Party may terminate this Agreement immediately at its option upon written notice if the other Party: (i) becomes or is declared insolvent or bankrupt; (ii) is the subject of a voluntary or involuntary bankruptcy or other proceeding related to its liquidation or solvency, which proceeding is not dismissed within calendar days after its filing; (iii) ceases to do business in the normal course; or (iv) makes an assignment for the benefit of creditors. This Agreement shall terminate immediately and automatically upon any determination by a court of competent jurisdiction that either Party is excused or prohibited from performing in full all obligations hereunder, including, without limitation, rejection of this Agreement pursuant to 11 U.S.C. §365).
(c) Termination for Convenience. Either Party may terminate this Agreement at any time with or without cause by giving three (3) days prior written notice.
(d) Obligations upon Termination. Termination of this Agreement for any reason shall not discharge either Party's liability for obligations incurred hereunder and amounts unpaid at the time of such termination. Speaker shall pay Event Producer for all Services agreed to prior to the effective date of termination. Upon termination, each Party shall return the other Party’s Confidential Information that is in its possession at the time of termination. Upon the termination of the Agreement, the Speaker shall
promptly return to Event Producer any equipment, materials or other property of the Event Producer relating to the terminated Services which are in Speaker’s possession or control.
Non-Solicitation. During the term of this Agreement and for one year following the expiration or termination date of the Agreement, each Party agrees not to directly solicit or induce any person who performs Services hereunder to leave the employ of the other Party. The Parties are not prohibited from responding to or hiring the other’s employees who inquire about employment on their own accord or in response to a public advertisement or employment solicitation in general.
Relationship of the Parties. The relationship of the Parties hereto is that of independent contractors. Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party’s employees or agents. Each of the Parties is an independent contractor and neither Party has the authority to bind or contract any obligation in the name of or on account of the other Party or to incur any liability or make any statements, representations, warranties or commitments on behalf of the other Party, or otherwise act on behalf of the other. Each Party shall be solely responsible for payment of the salaries of its employees and personnel (including withholding of income taxes and social security), workers’ compensation, and all other employment benefits.
Force Majeure. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, pandemics, epidemics, local disease outbreaks, public health emergencies, acts of God, or other similar or different occurrences beyond the reasonable control of the Party so defaulting or delaying in the performance of this Agreement, for so long as such force majeure event is in effect. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within business days of its occurrence.
Arbitration. Any dispute, controversy or claim arising out of or related in any manner to this Agreement which cannot be amicably resolved by the Parties shall be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place before a panel of one arbitrators sitting in California, Los Angeles, CA, USA. The language of the arbitration shall be English. The arbitrators will be bound to adjudicate all disputes in accordance with the laws of the State of California. The decision of the arbitrators shall be in writing with written findings of fact and shall be final and binding on the Parties. The arbitrator shall be empowered to award money damages, but shall not be empowered to
award consequential damages, indirect damages, incidental damages, special damages, exemplary, punitive damages or specific performance. Each Party shall bear its own costs relating to the arbitration proceedings irrespective of its outcome. This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to this Agreement, except that a Party may seek a preliminary injunction or other injunctive relief in any court of competent jurisdiction if in its reasonable judgment such action is necessary to avoid irreparable harm.
Attorney’s Fees. In the event there is any dispute concerning or arising out of this Agreement and, as a result, a Party incurs attorneys’ fees for the purpose of enforcing any provision of this Agreement or in defending any claims asserted by the other Party with respect to this Agreement, each Party shall be solely responsible for its own costs and attorney’s fees incurred in connection with the dispute, regardless of whether or not a lawsuit is actually filed and irrespective of which Party prevails in such legal proceedings.
Collection Expenses. If Event Producer incurs any costs, expenses, or fees, including reasonable attorney’s fees and professional collection services fees, in connection with the collection or payment of any amounts due it under this Agreement, Speaker agrees to reimburse Event Producer for all such costs, expenses and fees.
Assignment. The Event Producer may subcontract its obligations and rights to a third-party.
Severability. If any provision or portion of this Agreement shall be rendered by applicable law or held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.
Headings; Construction. The headings/captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain. This Agreement is the result of negotiations between the Parties and their counsel. Accordingly, this Agreement shall not be construed more strongly against either Party regardless of which Party is more responsible for its preparation, and any ambiguity that might exist herein shall not be construed against the drafting Party.
Survival. Each term and provision of this Agreement that should by its sense and context survive any termination or expiration of this Agreement, shall so survive regardless of the cause and even if resulting from the material breach of either Party to this Agreement.
Rights Cumulative. The rights and remedies of the Parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.
Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others. An executed signature page
delivered via facsimile transmission, email or electronic signature shall be deemed as effective as an original executed signature page.
Authorized Signatories. It is agreed and warranted by the Parties that the individuals singing this Agreement on behalf of the respective Parties are authorized to execute such an agreement. No further proof of authorization shall be required.
Notices. All notices or other communications required under this Agreement shall be in writing and shall be deemed effective when received and made in writing by either (i) hand delivery, (ii) registered mail, (iii) certified mail, return receipt requested, or (iv) overnight mail, addressed to the Party to be notified at the address provided on the signature page or to such other address as such Party shall specify by like notice hereunder:
Waiver. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.
Entire Agreement; Modification. This Agreement and any exhibits attached hereto, is the entire Agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties, whether written, oral, electronic or otherwise. No change, modification, amendment, or addition of or to this Agreement or any part thereof shall be valid unless in writing and signed by authorized representatives of the Parties. Each Party hereto has received independent legal advice regarding this Agreement and their respective rights and obligations set forth herein. The Parties acknowledge and agree that they are not relying upon any representations or statements made by the other Party or the other Party’s employees, agents, representatives or attorneys regarding this Agreement, except to the extent such representations are expressly set forth in this Agreement.