Educational Masterclass Template

Educational Masterclass Template

This Educational Masterclass Agreement (the Agreement) is entered into as of by and between Organizer Name: with address: and Instructor Name: with address: .

WHEREAS

WHEREAS, Organizer wishes to host and operate an educational masterclass series described herein to provide instruction, materials, and related services to registrants; and

WHEREAS, Instructor possesses the specialized knowledge, experience, and rights to deliver and, where applicable, license instructional content and agrees to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the masterclass engagement.

SCOPE OF WORK

Instructor obligations include preparation of presentation materials, live instruction for the scheduled session(s), reasonable participation in promotional activities as agreed, and timely delivery of any pre-recorded assets or handouts listed above. Organizer obligations include venue or virtual platform provision, marketing to registrants, and timely payment in accordance with Section PAYMENT TERMS.

PAYMENT TERMS

All payments are due in the currency specified and payable within the time periods set forth in the Payment Schedule. Late payments shall accrue the Late Payment Fee on outstanding amounts until paid in full. Organizer shall be responsible for any taxes, fees, or charges required by law unless otherwise stated in writing.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach which remains uncured after written notice and the expiration of the Notice Period. Organizer may terminate for convenience upon written notice subject to payment for services performed and non-cancellable expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that during performance it may receive Confidential Information of the other. Confidential Information shall mean non-public business, technical, financial, student or attendee information disclosed orally, in writing or by inspection that is designated as confidential or by its nature reasonably should be understood to be confidential. Confidential Information does not include information that is or becomes public through no breach of this Agreement, is independently developed by the recipient, or is rightfully received without restriction from a third party.

The recipient shall use Confidential Information solely for performance under this Agreement and shall not disclose it to third parties except to employees, contractors, or professional advisors who need access and who are bound by confidentiality obligations at least as protective as those herein.

INTELLECTUAL PROPERTY AND RECORDING

Instructor retains all rights, title and interest in pre-existing intellectual property and original instructional materials created by the Instructor, except as expressly licensed herein. For materials created specifically for the masterclass and paid for by Organizer, Instructor grants Organizer a non-exclusive, worldwide, transferable license to use the deliverables for Organizer’s promotional and educational purposes as set forth in the Scope of Work.

Organizer is permitted to record the live masterclass session(s) and distribute recordings to registrants and authorized third parties in accordance with the license above.

CANCELLATION, REFUND AND RESCHEDULING

If Organizer cancels the masterclass more than days prior to the scheduled session, Organizer shall not be liable for further fees except reimbursement of documented, non-refundable expenses. If cancellation occurs within that period, Organizer shall pay Instructor the Cancellation Fee equal to of the unpaid balance plus reasonable expenses.

INSURANCE, INDEMNITY AND LIMITATION OF LIABILITY

Each party shall maintain insurance customary for its activities. Instructor shall indemnify and hold Organizer harmless from any claims arising from Instructor’s gross negligence or willful misconduct. Organizer shall indemnify Instructor from claims arising from Organizer’s gross negligence or willful misconduct. Neither party shall be liable for indirect, consequential or punitive damages except for claims arising from breach of confidentiality or intellectual property infringement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. Exclusive venue for disputes shall be the competent state or federal courts located in that jurisdiction.

ENTIRE AGREEMENT

This Agreement, including invoices, statements of work and any attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Organizer may assign to an affiliate or successor entity in connection with a merger or sale of substantially all assets.

NOTICES

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