Business Speech Template

BUSINESS SPEECH ENGAGEMENT AGREEMENT AND SPEECH TEMPLATE

This Business Speech Engagement Agreement (the Agreement) is entered into by and between:

Client Name:    Speaker Name:

Effective Date:

RECITALS

WHEREAS, Client desires to engage Speaker to prepare and deliver a business presentation described herein and to provide a written speech template and related materials; and

WHEREAS, Speaker has represented that Speaker possesses the professional experience, skill and ability to perform such services and to produce original materials for Client's business purposes; and

WHEREAS, the parties wish to set forth herein the scope, deliverables, compensation, confidentiality and other terms governing the engagement.

SCOPE OF WORK

Event Date:    Location:

PAYMENT TERMS

Late Payment: A late fee of will be assessed on any unpaid balance thirty (30) days after the balance due date. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Expenses: Reimbursable expenses (travel, lodging, materials) must be pre-approved in writing. Estimated reimbursable expenses:

TERM AND TERMINATION

Term Commencement:    Term Expiration:

Either party may terminate for convenience upon days' prior written notice. Termination for cause may be effected immediately upon material breach by the other party that is not cured within days after written notice specifying the breach.

On termination, Client shall pay Speaker for all services performed and reasonable, documented expenses incurred through the effective date of termination. If Client cancels within seven (7) days of the event date, Client remains responsible for the full fee unless otherwise agreed in writing.

CONFIDENTIALITY

Each party acknowledges that, in connection with this Agreement, it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information disclosed in written, oral or electronic form. Each party agrees to: (a) hold Confidential Information in strict confidence; (b) not disclose it to any third party except to employees, consultants or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information only to perform its obligations under this Agreement.

Confidentiality Period: from the Effective Date; provided that trade secrets and information that qualifies for protection under applicable law shall remain confidential for as long as so protected.

INTELLECTUAL PROPERTY

Speaker retains all copyright and other intellectual property rights in original speech materials and templates created by Speaker. Speaker grants Client a non-exclusive, non-transferable license to use the final delivered speech and templates solely for Client's internal business purposes and the specific event referenced in this Agreement, unless the parties execute a separate written assignment.

Client may request an exclusive assignment of rights for additional compensation; such assignment must be evidenced in a written amendment signed by both parties.

REVISIONS, APPROVALS AND DELIVERY

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Speaker represents that the speech materials will be original, will not infringe third-party rights, and will comply with applicable laws.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, gross negligence or willful misconduct.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The cumulative liability of either party for any claim arising under this Agreement shall not exceed the total fees paid by Client to Speaker under this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: The laws of the state of shall govern this Agreement without regard to its conflicts of law rules.

Disputes shall be resolved first by good faith negotiation between executives of the parties. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration in the county or jurisdiction mutually agreed by the parties, unless the parties agree in writing to pursue judicial remedies limited to injunctive relief.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals, representations and agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Notices: All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or delivered by a nationally recognized overnight courier service to the addresses provided by the parties.

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