Keynote Event Agreement

KEYNOTE EVENT AGREEMENT

This Keynote Event Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Speaker Name: .

RECITALS

WHEREAS, Client is organizing an event at which Client desires that Speaker provide a keynote presentation describing Speaker's expertise and insights; and

WHEREAS, Speaker is willing to prepare and deliver the keynote presentation 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 engagement, payment, confidentiality, and use of materials and recordings.

EVENT DETAILS

Event Date:    Start Time:    End Time:

SCOPE OF WORK

Speaker shall prepare and deliver a keynote presentation as described below. Speaker's obligations include preparation of original materials, rehearsal as reasonably required, timely arrival at the venue, and presentation of the keynote with professional conduct and appearance.

TECHNICAL REQUIREMENTS / RIDER

COMPENSATION & PAYMENT TERMS

Client shall pay Speaker the total fee specified below (the "Fee") in consideration for Speaker's performance and professional services. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Deposit Due Date:

Balance Due Date:

Late payments shall incur interest at the rate of % per month on any unpaid balance, or the maximum rate permitted by law, whichever is less.

Client shall reimburse Speaker for reasonable pre-approved travel, lodging, and related expenses. Estimated travel expenses:

Client will reimburse travel and lodging as described above

RECORDING, BROADCAST & USE OF MATERIALS

Speaker retains all rights in original presentation materials and delivery, except as expressly licensed to Client below. Client may not record, reproduce, distribute, or broadcast the keynote without Speaker's prior written consent, except for the limited uses set forth herein.

Client is permitted to record the keynote subject to the following terms:

CONFIDENTIALITY

Each party acknowledges that during the performance of this Agreement it may receive confidential or proprietary information of the other party. Except as necessary to fulfill performance obligations herein or as required by law, each party shall keep such information confidential and shall not disclose it to third parties without prior written consent. This obligation shall survive termination of this Agreement for a period of three (3) years.

INTELLECTUAL PROPERTY

Speaker retains all copyright and other intellectual property rights in the presentation materials and any original content created by Speaker. Client is granted a limited, non-exclusive, non-transferable license to use any materials provided by Speaker solely for internal promotion and post-event materials, subject to Speaker's prior approval of any derivative or external uses.

INDEMNIFICATION & LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement or its negligent or willful acts or omissions. In no event shall either party be liable to the other for consequential, incidental, special or punitive damages, and liability for direct damages shall be limited to the total Fees actually paid under this Agreement.

TERM, TERMINATION & FORCE MAJEURE

This Agreement commences on the Effective Date and continues until the completion of the obligations described herein or until terminated as provided. Either party may terminate this Agreement for material breach if the breach remains uncured for a period of days following written notice. In the event of termination by Client other than for Speaker's breach, any unpaid non‑refundable deposit shall be retained by Speaker and additional cancellation fees may apply as set forth in the payment schedule.

Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including but not limited to natural disaster, act of government, pandemic, labor disputes, or other force majeure events. If an event is postponed for reasons beyond the parties' control, the parties shall make reasonable efforts to reschedule; if they cannot agree on a rescheduled date within sixty (60) days, either party may terminate this Agreement without further liability except as provided herein.

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.

ENTIRE AGREEMENT

This Agreement, together with any attachments, exhibits or riders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that they have read and understood this Agreement, and that they have the authority to enter into this Agreement.

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