This Speaker Engagement Agreement ("Agreement") is made effective as of the date of the last signature, by and between ________________________ ("Organizer") and ________________________ ("Speaker") (collectively "the Parties").
WHEREAS, Speaker has knowledge, experience, and skills of interest to Organizer, and has been invited by the Organizer to present a talk at ____________________ ("Event"), held on ____________ ("Event Dates"); and
WHEREAS, the Organizer desires to have Speaker present a talk to an audience invited by Organizer, and the Speaker, to present this talk to said audience;
WHEREAS, Speaker and Organizer wish to set forth the terms and conditions of Speaker's engagement at the Event;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
1. DEFINITIONS.
Event - the conference, workshop, seminar, program, speaking engagement, or similar occasion that is the subject of this Agreement, including any and all materials prepared or distributed by Speaker to Organizer or to Organizer’s audience.
Presentation – the portion of the Event wherein Speaker will speak or otherwise address Organizer’s audience.
Presentation location – the venue at which the Presentation is scheduled to be delivered by Speaker.
Presentation materials – all materials provided to Organizer or Organizer’s audience by Speaker in preparation for or during its performance under this agreement, including, but not limited to: slides, print outs, e-books, workbooks, digital files, audio files, video files, etc.
Organizer’s audience – registrants and attendees of the Presentation.
2. DESCRIPTION OF SERVICES. Speaker will present a Presentation at the Event to be held on the Event Dates (the "Services").
Speaker will present the Presentation currently titled ____________________________________ at the Event, which shall be approximately ____________ minutes in length, and the type of this Presentation shall be a ________________________. While Speaker shall have sole discretion over the content of the Presentation and the materials used therein, Speaker agrees to ensure that the topic of the Presentation is consistent with the theme of the Event and falls within the range of topics generally considered relevant to such an Event. Speaker acknowledges the importance of maintaining a cohesive and focused Event, and therefore agrees to align the Presentation's content with the Organizer's expectations and the Event's objectives.
3. COMPENSATION AND EXPENSES. Organizer shall compensate Speaker the amount of ____________ USD for the Services ("Speaker Fee"), which shall be paid before the first day of the Event.
In the event that Speaker Fee is greater than zero dollars ($0.00), Speaker shall have no obligation to perform under this Agreement if payment is not made pursuant to the terms of this Agreement. Any breach of the payment terms as outlined by this Agreement shall constitute a material breach and shall entitle Speaker to full payment of Speaker’s Compensation.
Organizer shall reimburse Speaker for all reasonable and necessary expenses incurred by Speaker in connection with the Engagement, including but not limited to transportation, lodging, meals, and reasonable incidental expenses. The maximum amount of reimbursement shall not exceed ____________ USD ("Reimbursement Cap") without the prior written consent of the Organizer. In the eevent that Reimbursement Cap is greater than zero dollars ($0.00), Speaker shall submit reimbursement requests with original receipts and itemized, categorized expenditures within thirty (30) days of the conclusion of the Event. Organizer shall then remit payment for reimbursement of all such expenses within thirty (30) days of Speaker’s reimbursement request submission.
4. WARRANTY. Speaker warrants that the content of the Presentation and the Presentation do not infringe upon any pre-existing intellectual property rights of any third party and comply with any applicable code of conduct publicly adopted by the Event on Effective Date. In the event that the content of the Presentation or the Presentation is found to infringe upon any pre-existing intellectual property rights of any third party, Speaker shall indemnify and hold Organizer harmless from and against any damages, costs, or expenses, including reasonable attorney's fees, incurred by Organizer as a result of such infringement. Speaker's total liability to Organizer under this Agreement shall not exceed the total fees and reimbursements paid to Speaker by Organizer for the Engagement.
5. LICENSE GRANT. Organizer grants Speaker a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute all video recordings of the Presentation and any derivative works, for any and all purposes, including commercial purposes. Organizer represents and warrants that it has the necessary rights and permissions to grant such license to Speaker. Speaker agrees to credit Organizer as the original source of the Presentation in all reproductions, distributions, and displays of the video recordings and derivative works. This license grant shall survive any termination or expiration of this Agreement.
6. RECORDING AND DISTRIBUTION. Organizer shall record and distribute all video recordings of the Presentation, and shall make them available to the public without a paywall or registration wall, within three (3) months of the Event. Organizer shall provide Speaker with a copy of the recordings at no cost to Speaker. Organizer shall have the right to edit and prepare derivative works of the recordings, provided that such editing and preparation does not materially alter Speaker's original content.
7. CANCELLATION. If Organizer cancels the Presentation due to the cancellation of the Event, this Agreement shall terminate, and Speaker shall have no further obligations to Organizer hereunder. Organizer's obligations to Speaker, including compensation, reimbursement, and nondisparagement, shall remain in full force and effect. In the event that Organizer cancels the Presentation ("Discretionary Cancellation") for any reason other than the cancellation of the Event or a force majeure event as described herein, Speaker shall be entitled to a cancellation fee of ____________ USD, which shall be due and payable within 30 days of such cancellation.
If Organizer fails to pay for the Services when due, Speaker may treat such failure to pay as a material breach of this Agreement, and may cancel this Agreement and/or seek legal remedies. In the event that Speaker cancels the Presentation due to a force majeure event as described herein, Speaker shall have no obligation or liability to Organizer, and neither party shall have any further rights or obligations hereunder.
Should Organizer voluntarily enact alterations that materially negatively impact Speaker's prominence at the Event or the projected audience size for the Presentation, then at Speaker's sole discretion, such changes shall be deemed and have the full force and effect of a Discretionary Cancellation.
8. NONDISPARAGEMENT. Each party agrees that they shall not, either directly or indirectly, make or cause to be made any statements, whether oral or written, or engage in any conduct which could disparage, criticize or otherwise damage the other party's business reputation, character, practices or conduct. This obligation shall remain in effect for a period of two (2) years following the conclusion of the Event, unless waived in writing by both parties. However, this clause shall not prevent either party from providing constructive criticism, in good faith, aimed at improving the Event or Presentation, provided that such criticism is made in good faith and without malicious intent, and is made after the conclusion of the Event.
9. COMPLIANCE WITH EVENT RULES. Speaker shall comply with all rules, regulations, and requirements of Organizer that apply to all speakers at the Event, whether communicated verbally, in writing, or otherwise. This obligation shall include compliance with all applicable laws and regulations. Organizer shall provide Speaker with notice of any such rules, regulations, and requirements in a timely manner. Any violation of the rules, regulations, and requirements by Speaker may result in the termination of this Agreement by Organizer and the forfeiture of any compensation due to Speaker under this Agreement.
10. TIME OF PERFORMANCE. Time of performance is essential to this Agreement. The Presentation shall begin at the scheduled time, subject to minor modifications due to unforeseeable events. Organizer agrees to make the Presentation location available promptly and no later than 5 minutes beyond the scheduled start time. If Organizer fails to make the Presentation location available or otherwise permit Speaker to begin the Presentation within 5 minutes of the scheduled Presentation time, Speaker shall have the right to adjust the Presentation to accommodate the resulting time constraints. Such adjustment shall not relieve Organizer's obligation to pay the full Compensation for the Engagement.
11. INDEPENDENT CONTRACTOR OR VOLUNTEER. If the Speaker Fee is non-zero, Speaker is considered an independent contractor during the performance of this Agreement and is not an agent or employee of Organizer. As an independent contractor, Speaker is solely responsible for complying with all applicable laws, regulations, and tax obligations in the jurisdiction(s) where Speaker performs services. Speaker shall provide Organizer with any required documentation to evidence Speaker's compliance with such laws, regulations, and tax obligations.
However, if the Speaker Fee is zero (0), Speaker shall be considered a volunteer and not an independent contractor or employee of Organizer. As a volunteer, Speaker is providing their services for the Event without any expectation of compensation or financial gain. Speaker's participation in the Event is intended for educational, charitable, or recreational purposes.
12. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the "Work Product") developed in whole or in part by Speaker in connection with the Services will be the exclusive property of Speaker. Organizer acknowledges that it has no right to use or claim ownership over any Work Product created by Speaker, except as outlined in this Agreement. Speaker may use such Work Product for any purpose, including commercial purposes, without the need for further permission from Organizer.
13. USE OF NAMES AND INTELLECTUAL PROPERTY. Organizer may use Speaker's name, likeness, photograph, and biography for purposes of advertising, marketing, and promoting the Event, the Presentation, and any other Organizer event or activity, in any and all media, including without limitation, print, broadcast, and online media, in perpetuity. Speaker may use the name and trademarks of the Event, solely for the purpose of promoting Speaker's participation in the Event and the Presentation, in accordance with the guidelines and specifications provided by Organizer. All other intellectual property created by either Party in connection with this Agreement shall remain the exclusive property of the Party that created it.
14. RIGHT TO RECORD AND DISTRIBUTE. Speaker grants Organizer the right to photograph, videotape, or otherwise record the Presentation for any lawful purpose, including distribution and creation of derivative works. Organizer may freely distribute and make derivative works of the recording of the Presentation without further permission or compensation to Speaker, provided that such use is not inconsistent with any other terms of this Agreement.
15. CONFIDENTIALITY. The parties acknowledge that this Agreement may involve the exchange of confidential and proprietary information. Each party agrees to maintain the confidentiality of the other party's confidential information, and not to disclose or use such information for any purpose other than as expressly contemplated by this Agreement, unless required by law. This obligation of confidentiality shall survive the termination of this Agreement. Any waiver of this provision must be in writing and signed by both parties.
16. INDEMNIFICATION. Organizer shall indemnify, defend, and hold Speaker and its officers, directors, employees, and agents harmless from and against any and all claims, demands, damages, liabilities, costs, and expenses, including reasonable attorney’s fees, arising out of or related to Organizer’s breach of this Agreement or any negligent, reckless, or intentionally wrongful act or omission of Organizer, its employees, or agents. This indemnification obligation shall not apply to the extent that any such claims, demands, damages, liabilities, costs, and expenses arise out of or relate to the sole willful misconduct or gross negligence of Speaker.
17. MATERIAL DEFAULTS. The occurrence of any of the following shall constitute a material default under this Agreement:
a. The failure to make a required payment when due.
b. The failure to make available or deliver the Services in the time and manner provided for in this Agreement.
c. The failure to make the Presentation location timely ready and available for Speaker’s scheduled Presentation.
18. COSTS OF DISPUTE RESOLUTION. In the event of any dispute arising out of or relating to this Agreement, the prevailing party shall be entitled to recover all costs and expenses incurred in the course of the arbitration, including the arbitrator's fees, administrative fees, and reasonable attorney fees and expenses. The non-prevailing party shall be responsible for paying such costs in full.
19. DEFAULT AND TERMINATION. If a party fails to substantially perform any provision, term, or condition of this Agreement, including but not limited to the failure to make a monetary payment when due, the non-defaulting party may terminate the Agreement by providing written notice to the defaulting party. The notice shall specify in reasonable detail the nature of the default. The defaulting party shall have fourteen (14) days from the effective date of the notice to cure the default(s). If the default(s) are not cured within the specified time period, this Agreement shall automatically terminate without further notice.
20. FORCE MAJEURE. If either party is prevented from performing its obligations under this Agreement due to a Force Majeure event, and the party unable to perform its obligations provides prompt written notice of such event to the other party, then the affected party's obligations shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The affected party shall use reasonable efforts to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party or its employees, officers, agents, or affiliates.
21. DISPUTE RESOLUTION. Any dispute arising out of or relating to this Agreement shall be resolved through arbitration administered by the International Centre for Dispute Resolution (ICDR) in accordance with its International Arbitration Rules. The arbitration shall be conducted by one arbitrator appointed in accordance with the ICDR's rules. The place of arbitration shall be London. The language of the arbitration shall be English. The award rendered by the arbitrator shall be final and binding upon the parties, and judgment upon the award may be entered in any court having jurisdiction thereof.
22. ENTIRE AGREEMENT; PRIOR AGREEMENTS. This Agreement constitutes the entire agreement between the Parties with respect to the provision of the Services by Speaker to Organizer, and supersedes all prior agreements and understandings, whether written or oral, between the Parties relating to the subject matter hereof. This Agreement may not be amended or modified except in writing executed by both Parties.
23. SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable, the validity and enforceability of the remaining provisions shall not be affected. In the event that a court determines that any provision of this Agreement is invalid or unenforceable, the Parties agree to replace such provision with a valid and enforceable provision that achieves, to the extent possible, the same economic, business, and other purposes of the invalid or unenforceable provision.
24. AMENDMENT. This Agreement may not be modified or amended except by a written instrument executed by both Parties. Any attempt to modify this Agreement without complying with this provision shall be null and void.
25. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without giving effect to any choice or conflict of law provision or rule. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts of England and Wales.
26. NOTICES. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered personally or sent by email, fax, or registered or certified mail, return receipt requested, to the addresses set forth below. The Parties may change their respective address for notice by giving written notice in the manner provided in this clause.
Organizer
Speaker
27. NO WAIVER. The failure of either party to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if it is in writing and signed by the party granting the waiver.
28. ASSIGNMENT. Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party. Any attempted assignment without such consent shall be null and void. The parties agree that consent shall not be unreasonably withheld, delayed, or conditioned, provided that the assignee assumes all rights and obligations under this Agreement.
29. NON-DISCRIMINATION. The parties agree to comply with all applicable anti-discrimination laws and regulations, and shall not engage in any discriminatory practices or actions based on race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, or any other protected characteristic under applicable law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date of the last signature.
Organizer:
By: ___________________________________ Date: __________________ Organizer
Speaker:
By: ___________________________________ Date: __________________ Speaker