CONTRACT FOR SPEAKING ENGAGEMENT

[Full guidance notes will be provided as part of negotiations.]

This agreement is dated [………………] and made between:

[COMPANY] Limited, a company incorporated in England and Wales under company registration number [……………..] and whose registered office is at [………………..] (“Organiser”); and

Rebecca Olds whose address is [………..], (“Speaker”).

Background

The purpose of this agreement is to set out the legal contract between the Speaker and the Organiser whereby the Speaker will attend at the Event and [speak / present] as described in the Schedule 1.

Accordingly, it is now agreed as follows:

1. Definitions

"[Speech / Presentation]"

means the [speech / presentation] to be given by the Speaker at the Event, which is fully described as to terms and scope in the Schedule 1.

“Confidential Information”

means all information about the parties, including:

any information which may give a commercially competitive advantage to any other party. It includes among other things: information created for or arising from this agreement; information, comment or implication published on any Internet social medium.

“Fee”

means the money payable by the Organiser to the Speaker, for making the [Speech / Presentation].

“Event”

means the [e.g. Conference / Webinar / Study Day / Annual Meeting of …..] to take place on [date] at [venue] at [time].

“Sub-contractor”

means any person with whom the Speaker makes an arrangement to attend at the Event either to assist him or as a substitute for him.

2. Interpretation

In this agreement unless the context otherwise requires:

2.1 a reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.

2.2 any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing;

2.3 all money sums mentioned in this agreement are calculated [net / inclusive] of VAT, which will be charged when payment is due.

2.4 this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.

3. Entire agreement

3.1 This agreement contains the entire agreement between the parties and supersedes all previous agreements and understandings between the parties.

3.2 Except as otherwise mentioned in this agreement, each party acknowledges that, in entering into this agreement, it does not rely on any representation, warranty, information or document or other term not forming part of this agreement.

3.3 Conditions, warranties or other terms implied by statute or common law in any country, are excluded from this agreement to the fullest extent permitted by law.

4. Speaker’s warranties and credentials

4.1 The Speaker warrants that:

4.1.1 he is not aware of anything within his reasonable control which might or will adversely affect his ability to fulfil his obligations under this agreement;

4.1.2 the curriculum vitae he has provided to the Organiser is accurate and complete;

4.1.3 his [Speech / Presentation] does not violate the proprietary or personal right of any person;

4.1.4 so far as his [Speech / Presentation] contains references to, or quotations from, any material or work, the copyright of which is owned by a third party, he has appropriate permission of that party.

4.2 The Speaker [is/is not] registered for VAT, [number ……].

4.3 The Speaker certifies that he is registered with [name of relevant organisation or society, if required].

5. Speaker's status

5.1 The Speaker is not a partner, agent or employee of the Organiser and does not have authority to enter into any commitment on behalf of the Organiser;

5.2 The Speaker agrees that he will be responsible for his own income and other tax liability and national insurance in respect of his Fee and he agrees to indemnify the Organiser in respect of any claim that may be made by any tax authority against the Organiser in respect of income or other tax or national insurance relating to the Speaker’s services under this agreement.

6. Contract summary and payment

6.1 For the Fee, the Speaker agrees to:

6.1.1 make the [Speech / Presentation] at the Event in accordance with the specification.

6.1.2 arrive at the venue by [time] and to leave no earlier than [time];

6.1.3 take questions from the audience for no longer than [number] minutes after the [Speech / Presentation];

6.2 The Speaker shall submit an account after exchange of this agreement. [50%] of the Fee shall be paid within [14] days. The balance shall be paid within [14] days after the Event.

6.3 The Speaker’s travel, accommodation and subsistence shall be arranged by the Organiser at its expense as set out in Schedule 2 to this agreement.

OR

6.4 The Speaker’s travel, accommodation and subsistence shall be arranged by him in a total cost not exceeding £[amount]. The Organiser shall repay to the Speaker the precise sum spent, on submission of receipted invoices.

6.5 The invoice shall include whatever reasonable expenses the Speaker has incurred in working on any [Speech / Presentation] [provided such expenses have been approved in advance by the Organiser] [and are evidenced by receipts or vouchers].

OR

6.6 The Speaker will personally bear the cost of all expenses incurred by him in work on a [Speech / Presentation].

6.7 The Speaker may charge for any reasonable costs incurred as a result of any delay caused by the Organiser or any circumstance controlled by the Organiser.

6.8 If this agreement is cancelled by the Organiser less than [14] days before the date fixed for the Event, the full Fee shall be due. This applies regardless of the reason for the cancellation.

6.9 If the Speaker is prevented from making the [Speech / Presentation] for a reason not directly attributable to him, the full Fee shall nevertheless be due.

6.10 If the Speaker fails to attend the Event without notice, or cancels this contract less than seven days before the date fixed for the Event, he will [return all funds received within 14 days of the date fixed for the Event]

6.11 The Speaker agrees that whilst engaged in any [Speech / Presentation] on the premises of the Organiser, he will comply with:

6.11.1 all laws and regulations relating to employment of staff and health and safety at work;

6.11.2 the specific regulations of the Organiser as applicable to his employees.

7. Responsibilities of Organiser

7.1 The Organiser shall be responsible for the timetable, readiness of the audience and all other features necessary for the Event to be presented.

7.2 The Organiser agrees to do its utmost to comply with the requirements of the Speaker as required from time to time. In particular, the Organiser will provide the technical equipment listed in Schedule 3.

7.3 The Organiser shall provide a stage [minimum dimensions 5 metres x 5 metres].

7.4 The Organiser shall provide [list all other requirements such as power sockets, wet weather provision if outdoors, vehicle access and parking and exit, pre-show setup access]

7.5 The Organiser will provide for the exclusive use of the Speaker for a period of [number] hours, the following facilities in its premises at [address]

7.5.1 [private space for dressing/changing before and after the Speech/Presentation]

7.5.2 [area/space/room for secure storage of Speaker’s personal possessions and any props or equipment ancillary to the Speech / Presentation, for exclusive use on the date of the Event]

7.5.3 IT equipment, as necessary, including but not limited to laptop with USB port and/or overhead projection equipment as set out in Schedule 3.

7.6 The Organiser accepts responsibility for every aspect of the behaviour of the audience.

7.7 The Speaker may terminate the [Speech / Presentation] at any time, without notice, if he is of the opinion that the behaviour of any person present is such as to be dangerous or inappropriate or prejudicial to his safety or [Speech / Presentation]. If he does this, the full Fee shall remain due to him.

7.8 The Organiser undertake at all times to maintain appropriate insurances and in particular, occupier’s liability insurance, against risks of events which could reasonably be expected to cause injury, loss or damage to the Speaker.

8. Use of Sub-contractors

If the Speaker wishes to delegate or sub-contract all or part of the [Speech / Presentation] or any other obligation under this contract, the following provisions apply:

8.1 the Speaker must first obtain the written consent of the Organiser to the name and identity of any Sub-contractor. The Organiser is under no obligation to give consent nor to give any reason for refusal.

OR

8.2 the Speaker must first obtain the written consent of the Organiser to the name of the Sub-contractor and to the terms of the contract agreement;

8.3 the Speaker remains liable for the performance of this contract;

8.4 the Speaker agrees to indemnify the Organiser against any loss or damage suffered by the Organiser arising from any act or omission of Sub-contractor.

OR

8.5 The [Speech / Presentation] shall be undertaken entirely by the Speaker personally.

OR

8.6 so far as work under this contract is sub-contracted to others, it shall be supervised personally by [name].

OR

8.7 the Speaker shall not sub-contract any part of his obligations under this contract to a third party.

9. Confidentiality

9.1 No matter how this contract ends, this paragraph shall be effective for five years from today.

9.2 The parties are aware that in the course of this contract they may each have access to and be entrusted with Confidential Information of the other. Accordingly, each undertakes to the other that it will not:

9.2.1 divulge to any person whatever or otherwise make use of any Confidential Information relating to the other, which it learns as a result of entering into this contract or any circumstance flowing from the contract;

9.2.2 post any text, nor image, nor audio-visual material, on any social network or other public place which could be hurtful, embarrassing or damaging to the other of them;

9.2.3 make any assumption about the other in any conversation with some other person;

9.2.4 denigrate the other either as to their person, profession, staff or business;

9.2.5 use the Confidential Information of the other in any way for itself or any other person, except in a way that is authorised by this agreement or by the proper authority of the other of them.

10. Copyright work

10.1 This agreement shall have no effect on the ownership of copyright work existing at the date of this agreement.

10.2 The Speaker may use whatever copyright work of the Organiser that the Organiser sees fit to provide.

10.3 The Speaker shall use and contribute to the [Speech / Presentation] such copyright work as is appropriate and reasonable.

10.4 During and after completion of the [Speech / Presentation] and unless otherwise specified in this agreement, the [Organiser / Speaker] shall own the copyright of the [Speech / Presentation].

10.5 [If the Speaker owns the copyright] In the event that the Speaker creates, acquires or develops any new copyright work (including moral rights) relating to the [Speech / Presentation], he now grants to the Organiser a worldwide, royalty-free, exclusive licence to that copyright work. A licence granted under this provision shall include the right to grant sub-licenses worldwide, under any payment term or royalty-free.

OR

10.6 so far as any copyright of the Speaker is incorporated into any goods, service or system of the Organiser, or recommended for use by the Organiser, the Speaker now grants an [exclusive] license to the Organiser, for use in connection [only with its present business / with any business the Organiser might own or operate] for a period of 99 years. The Organiser may not assign this licence except by way of sale or transfer of the whole of the business for the use of which this licence is granted.

10.7 On termination of this agreement each party shall,

within seven days destroy any copyright work created for the purposes of this agreement which embody any of the copyright work of the other party to this agreement.

10.8 The Speaker's obligations set out in this paragraph shall continue after this agreement has been terminated.

11. Mutual indemnity

Each party agrees to indemnify the other against all costs, claims and expense arising directly or indirectly from:

11.1 its failure to comply with the law of any country;

11.2 its breach of this agreement;

11.3 any act, neglect or default by any agent, employee, or customer of that party;

11.4 a breach of the copyright work rights of any person by that party.

12. Uncontrollable events

12.1 Neither party shall be liable for any failure or delay in the performance of this agreement which is caused by circumstances beyond its reasonable control, [including any labour dispute between a party and his employees].

12.2 Costs arising from the delay or stoppage will be borne by the party incurring those costs;

12.3 The party claiming the uncontrollable event will take all necessary steps to enable the Event to take place successfully.

13. Publicity / Announcements

13.1 No public or press announcement nor academic report shall be made about the subject matter of this agreement unless the text has been first approved by the other party.

OR

13.2 Neither party shall:

13.2.1 make any public announcement; or

13.2.2 disclose any information; or

13.2.3 allow expressly or by default, any other person to disclose information;

about this agreement without having first obtained the approval in writing of the other party.

13.3 By way of exception to the last previous sub paragraph, a party may disclose whatever information is necessary to comply with any law or the regulations of a recognised stock exchange.

OR

13.4 The parties agree to the issue of a press release substantially in the form contained in Schedule [4], immediately after signing this agreement.

14. Miscellaneous matters

14.1 No amendment or variation to this agreement is valid unless in writing, signed by each of the parties or its authorised representative.

14.2 The parties acknowledge and agree that this agreement has been jointly drawn by them and accordingly it should not be construed strictly against either party.

14.3 If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

14.4 Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.

14.5 No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.

14.6 The parties agree that electronic communications satisfy any legal requirement that such communications be in writing.

14.7 In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.

14.8 This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 / Contracts (Rights of Third Parties) (Scotland) Act 2017 or otherwise.

14.9 Any communication to be served on either of the parties by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail.

It shall be deemed to have been delivered:

if delivered by hand: on the day of delivery;

if sent by post to the correct address: within 72 hours of posting;

If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender. [Take care before agreeing to accept service by e-mail. it may be convenient, but you could miss or accidentally delete the message]

14.10 The validity, construction and performance of this agreement shall be governed by the laws of [England and Wales] and you agree that any dispute arising from it shall be litigated only in that country.

Signed by [Speaker’s personal name]

Signed by [personal name] on behalf of [Organiser name] his representative who personally accepts liability for the proper authorisation by [Organiser name] to enter into this agreement.

Schedule 1: The [Speech / Presentation]

[Details of the [Speech / Presentation]

Schedule 2: Speakers travel, accommodation and subsistence

The following arrangements apply:

[Details of all]

Schedule 3:                Technical equipment to be provided by the Organiser

[Details of all. Take great care. The Speaker must be sure that this list is complete, down to access to sockets, broadband requirement and more]