Speaking Engagement Agreement v1.0-2023
This Speaking Engagement Agreement is hereby agreed by and between Causeit, Inc., an Oregon company having its registered office at 1631 N.E. Broadway, No. 249, Portland, Oregon, 97232 (“Causeit”) and the Client, as identified on the invoice sent to you as of the Effective Date (“Agreement”), which parties further agree, as follows:
By these duly-authorized signatures or equivalent, including as may be made by electronic means (such as, but not limited to, an email with the URL of this page and the words “we accept these terms,” or a paid Causeit invoice with a link to this page), the parties agree and enter into this Agreement, as of the Effective Date.
TERMS & CONDITIONS:
Client:
The following are to be indicated via email:
Client’s Complete Name:
Client’s Principal Place of Business:
Company Contact Information (including mailing address, email and phone):
Day-of contact including email and mobile phone number:
Client’s Place of Corporate Domicile Registration:
Invoicing Contact Representative’s Complete Name:
Invoicing Contact Representative’s Email:
Causeit’s Services and, if any, Deliverables:
The following are to be indicated via email:
Speaking engagement and associated Deliverables, if any, as indicated below.
Title of Speaking Engagement (“Engagement”):
Date(s) & Location of Engagement (this cannot change after invoice payment without prior written authorization from both parties, which may be completed via email):
Details (Include whether there are any pre-calls and the number of same; any dinners and/or networking events, requirements for accommodations in same hotel as Client or presentation location, executive briefing, any follow-up calls, if any, etc.):
Client Recording of Services Permitted (indicate YES or NO and state any IP limitations, broadcast or on-demand limitations, and duration of recording retention):
Other deliverables or services (be specific and includes dates of delivery or performance) [YES or NO]:
[Workshop findings, YES or NO]
[Other Deliverables, YES or NO]
If Yes, document which deliverables, including format and, if desired by Causeit or required by Client, any promised delivery method and date.]
Fees & Expenses:
The following are to be indicated via invoice:
Fees & Payment
$[complete] for Engagement; and
$[complete, or delete line, if inapplicable] for Deliverable(s), if any (collectively, “Fees”).
Causeit’s Fees and Expenses shall be non-refundable and non-proratable. Client shall timely and fully pay Causeit in U.S. Dollars and otherwise per the terms of Causeit’s invoices, as follows:
Invoice 1, upon execution of agreement: all fees and pre-authorized expenses.
Invoice 2 (if applicable) within 7 days of engagement’s end or invoice date: any additional incurred expenses as indicated in “Expenses,” below.
Expenses:
Acceptance of the agreement for an in-person engagement includes pre-authorization for direct-booked business class travel (e.g., airfare, ground transportation, meals, lodging, internet access, and, if requested by Client, other related expenses) unless negotiated and agreed elsewhere in writing. For clarity, this does not Any other expenses, including, e.g., those reasonably associated with Deliverables will be pre-authorized in writing by Causeit (collectively, “Expenses”).
For clarity, Expenses shall not include Causeit general overhead expenses and its own income and other tax obligations, if any, arising hereunder.
ADDITIONAL TERMS & CONDITIONS:
Additional Conditions as to Causeit’s Services:
All Engagement presentations which are in person shall occur from Causeit's equipment to which Causeit shall have direct access (e.g., Causeit laptop on podium or in front of the presenter) during the set-up and presentation of Services.
Client shall be solely responsible for providing reliable and all necessary or useful Internet access, network access, audiovisual (AV) equipment, venue, and capabilities, and IT-related logistical support to enable Causeit’s performance hereunder and reasonable advance access by Causeit to same.
For high quality Services, Causeit recommends:
16:9 1080p 60hz or higher projector(s) and/or flatscreen display(s) compatible with 2016 or newer model MacBook Pro laptops using Apple-brand display adaptors; optimum resolution is 3840x2160 (4k) 60hz with HDR-enabled high-throughput cables and displays;
Direct connection to Causeit laptop to projector(s) or display(s) via DVI-enabled HDMI cable or equivalent (not VGA);
Direct connection to venue audio board for playback of multimedia files (via minijack-to-XLR cable); standards-compliant HDMI audio or USB audio are also acceptable, if necessary;
If conference- or venue-system controllers are used, properly-configured Crestron systems generally function better than others;
Malfunctions or incompatibility of Client- or venue-provided HDMI splitters, wireless audio or video equipment, IP-based video systems or other specialty equipment or other AV failures or performance degradation shall not constitute a breach by Causeit; and
Causeit’s access to the configured venue one or more days before the presentation for AV check if any indirect connections between Causeit computers and AV systems are to be used.
No audio or video recordings of Services shall be permitted without Causeit’s prior written approval thereof. Causeit has sole and final discretion as to whether such recording by Client or its agent(s) is permitted hereunder and, if any such license is so granted, as to the limitations imposed upon any use of same. Any Causeit license grant shall exclude any right to transfer or sublicense such grant and shall require placement and retention of attribution to Causeit and Causeit’s logo thereupon each permitted video file, if any.
Causeit retains all rights to original and edited video files; and Client, if recording is permitted hereunder, shall promptly deliver to Causeit without charge all original and edited video files of each such recording and hereby transfers all right, title, and interest to same to Causeit. Causeit may record audio, video and/or transcripts
Agreement Term, Expiration & Termination:
Effective Date:
defined as the first date of acceptance based on signatures above, or via the first accepted payment by Causeit, whichever is earlier.
Expiration Date:
Upon sixty (60) days from the last to occur of the subject Engagement; Causeit’s delivery to Client of Deliverable(s), if any; or Client’s payment in full of all Causeit’s fees and expenses hereunder.
Termination Rights:
Either party may terminate for breach, subject to a 10-day cure period following notice to the other party identifying the alleged breach.
Neither party shall have termination for convenience rights, provided, however, that if unavoidable travel delay, illness, or force majeure event requires either party to reschedule the Services, such rescheduling party shall timely notify the other and Client, preconditioned upon its timely and full performed of its payment and other obligations hereunder, may rebook equivalent services from Causeit, subject to Causeit’s availability at its sole discretion, within fifteen (15) months from the date of notice.
Intellectual Property & Related Topics:
General Terms
Nothing in this Agreement or any performance hereunder (collectively, “hereunder”) shall transfer any right, title, or interest of any Causeit intellectual property rights, irrespective of whether formalized, to Client. No Causeit services or deliverable hereunder shall constitute a work for hire. Nothing hereunder shall grant to Client or any third party any license to any Causeit intellectual property, except if and as specified herein, except that each party hereby grants a Feedback License, as specified below, to the other party. Client shall refrain in perpetuity from engaging or assisting any third party to engage in any activity that may infringe, misappropriate, or violate Causeit’s intellectual property or other rights or property.
Trademark License & Publicity
Each party hereby grants to the other a royalty-free worldwide trademark license to use grantor's company name and logo to reflect, in general terms and in a professional manner, the existence and nature of the parties’ relationship hereunder. Each party may issue press releases or online posts that reflect, in general terms and in a professional manner, the existence and nature of the parties’ relationship hereunder. All trademark usage and publicity shall be subject to the other party’s prior review and approval, not to be unreasonably withheld, delayed, or denied.
Feedback License
“Feedback” means one party’s opinions, reactions, and other information, as it may opt to provide to the other party, about the other party’s markets, business activities, services, offerings, competitive environment, or business strategy or model. Feedback shall not constitute confidential information, and either party may memorialize Feedback.
Each party hereby grants to the other a perpetual, worldwide, royalty-free, irrevocable, and fully transferable, assignable, and sublicensable license, without any duty of reporting or accounting, to any Feedback that it may provide to the other. All Feedback licenses granted hereunder shall survive the expiration or earlier termination of this Agreement.
Feedback does not create any Causeit duty as to any service or deliverable. Any permitted memorialization of Feedback shall constitute the memorializing party’s sole property and any provision of such memorialization, at the memorializing party’s sole discretion, to the other party shall not constitute any transfer of any right, title, or interest in the memorializing party’s intellectual property rights therein.
Notices:
All notices permitted or required hereunder shall be in writing. To Causeit: By electronic copy sent by email to mj@causeit.org WITH A COPY TO legal@causeit.org AND by hard copy sent to 1631 NE Broadway, No. 249, Portland, Oregon, 97232. To Client: By hard copy sent to the above-stated Client address OR by electronic copy sent by email to Client, indicated above.
Representations & Warranties:
Apart from the binding authority of their respective signatures above, neither party makes any representations or warranties to the other party. All Causeit information, data, Services, and Deliverables shall be provided and accepted as such by Client “as is” and with all faults.
General Provisions:
The laws of the State of Oregon, including ORS 646.461 to -.475, and of the United States, including the Defend Trade Secrets Act, 18 U.S.C. § 1832, et seq., and the Computer Fraud and Abuse Act, 18 U.S.C. § 1030, and irrespective of any choice of law provisions or principles in either body of law, shall govern all matters hereunder. Force majeure applies. English, United States usage, governs this Agreement. This Agreement has been freely negotiated and its terms are reasonable and just. Trade secrets hereunder are related to one or more products or services or both used or intended to be used in interstate or foreign commerce or both. A party may not assign this Agreement, in whole or part, without the other party’s prior written consent, and any attempt to assign same without such consent shall be null and void. This Agreement is for the sole benefit and shall inure to the benefit of the parties hereto, their respective successors, and, if any, their permitted assigns, and there shall be no third-party beneficiaries. Any failure or delay to enforce any provision hereunder shall not constitute a waiver of same, absent a written statement of waiver signed by the waiving party. Headings are for convenience only and shall not be used to construe this Agreement. “Include” and variants of same mean “include, without limitation,” and variants of same. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be stricken herefrom, except where to so do would produce a failure of consideration, and this Agreement otherwise shall remain in full force and effect. This Agreement may be executed (electronically or otherwise) in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof, except that, for the avoidance of doubt, nothing in this Agreement shall supersede or amend any mutual non-disclosure agreement in effect between the parties. This Agreement shall be modified only by a written amendment specifying the term(s) thereby amended and signed by both parties.
END OF SPEAKING ENGAGEMENT AGREEMENT v1.0-2023
