Legal Honorarium Agreement

LEGAL HONORARIUM AGREEMENT

This Legal Honorarium Agreement (the "Agreement") is made and entered into as of Effective Date: , by and between Host Organization Name: with principal address: (hereinafter "Host"), and Presenter Name: with principal address: (hereinafter "Presenter").

RECITALS

WHEREAS, Host organizes legal education, speaking engagements, seminars, and other professional events and desires to engage Presenter to perform certain services in connection with Host's event or program; and

WHEREAS, Presenter possesses the qualifications, expertise, and experience to provide the services described below and is willing to provide such services for the honorarium and on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the full and complete understanding between them regarding the engagement and payment of an honorarium to Presenter.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Host engages Presenter, and Presenter accepts such engagement, to perform the services described below (the "Services") at the date(s) and location(s) specified by Host. Presenter shall perform the Services in a professional manner consistent with industry standards and applicable law.

1.2 Date and Location. Scheduled date(s) and location(s) for the Services are as follows: Date(s): Location:

2. HONORARIUM

2.1 Amount. In consideration for full performance of the Services, Host shall pay Presenter a one-time honorarium in the gross amount of (the "Honorarium"), payable as provided in Section 2.2.

2.2 Payment Terms. Host will pay the Honorarium by the following method: , within calendar days after Host's receipt of Presenter’s invoice (if invoice required).

2.3 Invoice Requirement. Presenter shall submit an invoice to Host to trigger payment if the parties require invoicing. Presenter will submit invoice

3. EXPENSES

3.1 Preapproved Expenses. Host shall reimburse Presenter for reasonable, pre-approved travel and out-of-pocket expenses incurred in connection with the Services upon submission of itemized receipts. The parties agree that preapproval is required in writing for expenses in excess of .

4. TERM; TERMINATION

4.1 Term. This Agreement commences on the Effective Date and shall continue until completion of the Services, unless earlier terminated as set forth in this Section 4.

4.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. If Host terminates within seven days of the scheduled Services without cause, Host will pay a cancellation fee equal to fifty percent (50%) of the Honorarium, unless otherwise agreed in writing.

5. INDEPENDENT CONTRACTOR

Presenter is an independent contractor and not an employee, agent, joint venturer, or partner of Host. Presenter has no authority to bind Host and will be solely responsible for all taxes, withholdings, and other statutory obligations related to the Honorarium and any other compensation. Presenter shall maintain any required licenses or professional liability coverage at Presenter’s sole cost.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential.

6.2 Obligation. Each party shall keep confidential and shall not disclose Confidential Information to third parties except as required by law or with the prior written consent of the disclosing party. This obligation shall survive termination of this Agreement for a period of three (3) years.

7. INTELLECTUAL PROPERTY; LICENSE

7.1 Ownership. Presenter retains all right, title and interest in and to Presenter’s materials, presentations, and underlying intellectual property created independently of and prior to this Agreement ("Presenter IP"). Host retains all right, title and interest in Host materials.

7.2 Limited License. Presenter grants Host a non-exclusive, royalty-free license to record, reproduce, distribute, and publicly display the presentation materials and any recordings of the Services solely for Host's internal educational, promotional, and archival purposes, unless the parties check the box indicating a different arrangement: Host is granted exclusive rights (if checked, describe additional terms below)

8. RECORDING AND PUBLICITY

8.1 Recording Consent. Presenter hereby: consents to audio and video recording of the Services by Host.

8.2 Publicity. Host may list Presenter’s name, title, biography, and photograph in event promotional materials. Presenter consents to such use unless Presenter checks the box below: Presenter does not consent to publicity use

9. REPRESENTATIONS; WARRANTIES

Each party represents and warrants that it has the full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder. Presenter represents and warrants that the Services, materials, and Deliverables will not infringe the rights of any third party and will not violate applicable law.

10. INDEMNIFICATION

10.1 Presenter Indemnity. Presenter shall indemnify, defend and hold harmless Host and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to (i) Presenter’s breach of any representation or warranty under this Agreement, (ii) Presenter’s negligence or willful misconduct, or (iii) Presenter’s violation of applicable law.

10.2 Host Indemnity. Host shall indemnify, defend and hold harmless Presenter from and against any third-party claims, liabilities, losses, damages, costs and expenses arising out of Host's breach of this Agreement or Host's gross negligence or willful misconduct.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF THE HONORARIUM PAID OR PAYABLE UNDER THIS AGREEMENT.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section). Notice shall be effective upon personal delivery, three (3) business days after deposit in the U.S. mail, postage prepaid, or upon confirmed electronic delivery.

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a writing signed by both parties. No waiver of any breach shall be effective unless in writing signed by the party granting the waiver. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

14.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, relating thereto.

14.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and shall be construed so as to best effectuate the intent of the parties.

15. MISCELLANEOUS

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