Speaking Engagement Agreement - Template, Sample Form Pro · US-law

SPEAKING ENGAGEMENT AGREEMENT

This Speaking Engagement Agreement (hereinafter the "Agreement") is made and entered into effective as of ________ (the "Effective Date"), by and between the following parties:

________, an individual having a primary address at the following:

________
Email: ________
Phone: ________

and ________, a corporation organized and existing under the laws of the State of ________, having its principal place of business at the following address:

________
Email: ________
Phone: ________

Hereinafter, "Event Host" shall refer to and be used to describe the following party: ________. "Speaker" shall refer to and be used to describe the following party: ________. Event Host and Speaker may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Event Host wishes to engage Speaker to speak at the event (the "Event"), as described more fully below;

WHEREAS, Speaker possesses the skills, qualifications, and expertise required to provide the speaking services at the Event (the "Speaking Services");

WHEREAS, Speaker's specific subject-matter expertise, being the area in which Speaker will be speaking, is as follows:

________

WHEREAS, Speaker wishes to render the Speaking Services to the Event Host at the Event;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 — SCOPE

1.1. This Agreement sets forth the terms and conditions whereby Speaker agrees to provide the Speaking Services at the Event. Speaker is engaged for the limited purpose of providing the Speaking Services.

1.2. Neither Party is, by virtue of this Agreement, authorized as an agent, employee, or legal representative of the other. Neither Party shall have the power to control the activities and operations of the other. The Parties' status at all times shall continue to be that of an independent contractor relationship. Speaker shall be solely responsible for all federal, state, and local income, self-employment, and other taxes arising from the compensation paid hereunder, and the Event Host shall report such payments on IRS Form 1099 to the extent required by law.

ARTICLE 2 — DESCRIPTION OF SERVICES

2.1. The Event Host hereby engages the Speaker, and the Speaker accepts such engagement, to provide the Speaking Services. The details of the Speaking Services are as follows:

Name of Event (the "Event"): ________

Description of Event:

________

Venue & Address of Event:

________

Date of Event: ________

Time of Event: ________

Time of Speaker: ________

Approximate Number of Attendees Expected: ________

ARTICLE 3 — EVENT SPECIFICATIONS

3.1. Speaker shall conform to the following dress code for the Event:

________

3.2. Speaker is permitted to use the technology that Speaker requires, such as computers and projectors. The technology required shall be submitted to the Event Host in writing in advance of the Event, and the Event Host shall make every reasonable effort to meet Speaker's requirements.

ARTICLE 4 — SUPPORT SERVICES

4.1. The Event Host shall provide the following support services prior to and during the Event:

________

ARTICLE 5 — SPEAKER WARRANTIES

5.1. Speaker represents and warrants that Speaker has the knowledge, skills, and experience necessary to perform the Speaking Services, and that the Speaking Services shall be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

5.2. Speaker further represents and warrants that the materials and content used in connection with the Speaking Services shall be Speaker's own original work or properly licensed, and shall not infringe upon or misappropriate the intellectual property or other rights of any third party.

5.3. Speaker agrees that, during the term of this Agreement, Speaker will perform the Speaking Services at the request of the Event Host. The Event Host agrees not to alter the agreed-upon Speaking Services unless such alterations are made in writing, signed by both Parties, and incorporated into this Agreement.

ARTICLE 6 — NONEXCLUSIVITY

6.1. Speaker may be engaged or employed in any other business, trade, profession, or activity which does not place Speaker in a conflict of interest with the Event Host, even if Speaker is engaged in business activities that do or may compete directly with the business of the Event Host.

ARTICLE 7 — FEES AND EXPENSES

7.1. The Event Host agrees to pay the Speaker the following amount as a total fee (the "Fee") for the Speaking Services at the Event: $________ (________).

7.2. The Fee shall be paid as follows: fifty percent (50%) of the Fee shall be paid upon the execution of this Agreement, and the remaining fifty percent (50%) shall be remitted to Speaker at the Event.

7.3. The Event Host shall cover reasonable expenses related to the Speaking Services, including travel and lodging. The Parties shall agree upon such expenses prior to the expenses being incurred, to the extent practicable, including airfare and lodging, if applicable.

7.4. The Event Host shall reimburse Speaker for those reasonable expenses that are incapable of being quantified prior to expenditure, upon presentation of appropriate documentation. Any amount not paid when due shall accrue interest at the lesser of ________ percent per month or the maximum rate permitted by applicable law.

ARTICLE 8 — CANCELLATION

8.1. In the event that either Party wishes to cancel this Agreement, the Parties agree to give at least the following amount of notice: ________.

8.2. In the event this Agreement is canceled by the Event Host without proper notice, the Speaker shall retain any funds advanced. In the event this Agreement is canceled by the Speaker without proper notice, the Speaker shall return any funds remitted to the Event Host.

8.3. This Agreement may also be immediately terminated in the event of a material breach of the terms of this Agreement by either Party that remains uncured following written notice. This Agreement shall also immediately terminate upon the death of the Speaker or dissolution of the Event Host, the inability of the Speaker to perform the Speaking Services because of a sudden and medically documented physical or mental disability, or the filing of any petition by or against the Event Host or Speaker under federal or state bankruptcy or insolvency laws.

8.4. Neither Party shall be liable for any failure or delay in performance occasioned by causes beyond its reasonable control, including acts of God, governmental orders, public health emergencies, fire, flood, severe weather, or other events of force majeure.

ARTICLE 9 — TERM

9.1. This Agreement shall commence on the Effective Date and shall automatically terminate upon the completion of the Speaking Services at the Event, unless earlier terminated in accordance with the terms of this Agreement.

ARTICLE 10 — INTELLECTUAL PROPERTY

10.1. In accordance with the terms and conditions of this Agreement, each Party may create certain intellectual property ("Created IP"), including, but not limited to, notes, documents, plans, drawings, specifications, reports, advice, analyses, designs, methodologies, code, artwork, or any other intellectual property required to render the Speaking Services. Unless the Parties otherwise agree in writing, any Created IP generated by the Speaker shall belong to the Speaker, and any Created IP generated by the Event Host shall belong to the Event Host.

10.2. The Parties' already-owned intellectual property, such as trademarks, service marks, copyrights, patents, or any other intellectual property, shall remain with the Party to whom it originally belonged.

10.3. The Event Host may record, photograph, or otherwise capture the Speaking Services only to the extent set forth here: ________. Any rights not expressly granted herein are reserved to the Speaker.

ARTICLE 11 — CONFIDENTIALITY

11.1. Each Party agrees to maintain in confidence all non-public information disclosed by the other Party in connection with this Agreement, and to use such information solely for the purpose of performing its obligations hereunder. This obligation shall not apply to information that is or becomes publicly available through no fault of the receiving Party, is independently developed, or is required to be disclosed by law or court order. This Article shall survive the termination of this Agreement.

ARTICLE 12 — INDEMNIFICATION

12.1. Speaker and Event Host shall each defend, indemnify, and hold the other harmless (including all affiliates, officers, directors, employees, agents, successors, and assigns) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from bodily injury or death of any person, damage to real or tangible personal property, or the breach of any representation, warranty, or obligation under this Agreement, to the extent caused by the indemnifying Party's acts or omissions.

ARTICLE 13 — LIMITATION OF LIABILITY

13.1. Except for obligations arising under the Indemnification and Confidentiality Articles, in no event shall either Party be liable to the other for any indirect, incidental, consequential, special, or punitive damages arising out of or related to this Agreement, even if advised of the possibility of such damages. Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, each Party's aggregate liability under this Agreement shall not exceed the total Fee paid or payable hereunder.

ARTICLE 14 — SURVIVAL

14.1. Any provision of this Agreement which by its terms imposes continuing obligations on either of the Parties shall survive the termination of this Agreement.

ARTICLE 15 — DISPUTE RESOLUTION

15.1. In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association and governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. The arbitration shall be conducted in the county and state noted in the GOVERNING LAW Article of this Agreement. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing federal law as well as the law of the State of ________. Each Party shall bear its own costs and fees. Claims necessitating arbitration under this Article include, but are not limited to: contract claims, tort claims, claims based on federal and state law, and claims based on local laws, ordinances, statutes, or regulations. Intellectual property claims by Speaker shall not be subject to arbitration and may, as an exception to this Article, be litigated. The Parties hereby waive any rights they may have to a jury trial in regard to arbitral claims.

ARTICLE 16 — GOVERNING LAW

16.1. This Agreement shall be governed by and construed in accordance with the internal laws of the State of ________, without giving effect to any choice or conflict of law provision or rule. Each Party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the following county in any legal suit, action, or proceeding arising out of or based upon this Agreement or the services provided hereunder: ________.

ARTICLE 17 — ASSIGNMENT

17.1. Speaker shall not assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the Event Host, the Speaking Services being personal in nature. Any purported assignment in violation of this Article shall be null and void.

ARTICLE 18 — BENEFIT

18.1. This Agreement shall be binding upon and shall inure to the benefit of each of the Parties hereto, and to their respective heirs, representatives, successors, and permitted assigns.

ARTICLE 19 — COUNTERPARTS

19.1. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute a single agreement. Signatures transmitted electronically or by facsimile shall be deemed valid and binding to the same extent as original signatures. This Agreement shall be effective as of the Effective Date set forth above.

ARTICLE 20 — NOTICES

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ARTICLE 21 — SEVERABILITY

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ARTICLE 22 — WAIVER

22.1. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

ARTICLE 23 — ENTIRE AGREEMENT; MODIFICATION

23.1. This Agreement embodies the entire agreement between the Speaker and the Event Host relating to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral. This Agreement may be changed, modified, or discharged only if agreed to in writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties execute this Agreement as of the Effective Date:

Event Host: ________

Representative Name: ________

Representative Signature: ______________________________

Representative Title: ________

Date: ________

Speaker: ________

Signature: ______________________________

Date: ________