Legal IP Strategy Series Webinar

LEGAL IP STRATEGY SERIES WEBINAR SPEAKER AGREEMENT

This Speaker Engagement and Intellectual Property Agreement (the Agreement) is made as of Date: by and between Organizer Name: , an entity organized as Corporation LLC Individual, with principal place of business at , and Presenter Name: , an entity type Individual Entity, with principal address at .

RECITALS

WHEREAS, Organizer produces a webinar series titled "Legal IP Strategy Series Webinar" for education and promotion of intellectual property strategies; and

WHEREAS, Presenter possesses expertise and original materials relevant to one or more sessions of the series and agrees to deliver a webinar presentation under the terms set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the Presentation (as defined below), its recording, distribution, and any resulting intellectual property.

NOW, THEREFORE

In consideration of the mutual covenants below, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. ENGAGEMENT; SERVICES

1.1 Engagement. Organizer engages Presenter to prepare and deliver a live webinar presentation (the Presentation) and Presenter accepts such engagement on the terms of this Agreement.

1.2 Session Details. Session Title: ; Scheduled Date: ; Scheduled Time: .

2. RECORDING; RIGHTS GRANT

2.1 Recording. Organizer may record, stream, reproduce, distribute, archive and otherwise exploit audio and video of the Presentation (the Recording). Presenter consents to such Recording and acknowledges Organizer's technical control over the Recording process.

2.2 License Grant. To the extent Presenter holds copyright in the Presentation or underlying materials, Presenter hereby grants Organizer a perpetual, worldwide, non-exclusive, transferable, sublicensable, royalty-free license to use, reproduce, distribute, publicly perform and display, create derivative works of, and otherwise exploit the Presentation and the Recording in any media now known or hereafter developed for Organizer's commercial, marketing, educational, and archival purposes.

3. OWNERSHIP; PRE-EXISTING MATERIALS; DERIVATIVES

3.1 Pre-Existing IP. Except for the license granted in Section 2.2, Presenter retains all right, title and interest in and to any Pre-Existing Materials (materials created by Presenter prior to or outside the scope of this Agreement). Organizer acknowledges Presenter’s ownership of Pre-Existing Materials and agrees not to assert ownership thereof.

3.2 Compilations and Derivatives. Organizer shall own any compilation or derivative works that are created by Organizer that incorporate the Recording or the Presentation together with other content provided by Organizer, provided that such ownership does not extinguish Presenter’s rights in Pre-Existing Materials.

4. CONFIDENTIALITY

4.1 Definition. “Confidential Information” means non-public information that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

4.2 Obligation. Each party shall protect the other party’s Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care, and shall not disclose Confidential Information except to those employees, contractors or agents who need to know and who are bound by confidentiality obligations no less protective than this Agreement. Confidentiality obligations continue for a period of years following disclosure.

5. COMPENSATION; EXPENSES

5.1 Fee. Organizer shall pay Presenter a fee of USD, payable in accordance with the schedule: .

5.2 Expenses. Organizer will reimburse Presenter for reasonable, pre-approved expenses incurred in connection with the Presentation upon receipt of appropriate documentation.

6. REPRESENTATIONS AND WARRANTIES

6.1 Presenter represents and warrants that: (a) Presenter has full power and authority to enter into this Agreement and to grant the rights granted herein; (b) the Presentation and any materials provided by Presenter do not infringe the rights of any third party and do not contain unlicensed third-party content except as disclosed in writing to Organizer; and (c) Presenter will obtain any third-party releases necessary for inclusion of third-party copyrighted material, trademarks or likenesses.

6.2 Organizer represents and warrants that it will not exploit the Presentation in a manner that knowingly misrepresents Presenter’s views or credentials.

7. INDEMNITY; LIMITATION OF LIABILITY

7.1 Indemnity. Each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party (the Indemnified Party) from and against any third-party claims, liabilities, losses, damages and reasonable costs (including attorneys’ fees) arising out of breach of the Indemnifying Party’s representations, warranties or obligations under this Agreement, or from the Indemnifying Party’s gross negligence or willful misconduct.

7.2 Limitation. Except for liability arising from a party’s gross negligence, willful misconduct, or indemnification obligations under Section 7.1, neither party’s aggregate liability under this Agreement shall exceed the total fees actually paid to Presenter under this Agreement.

8. CANCELLATION; RESCHEDULING

Either party may cancel or reschedule the Presentation by providing written notice to the other party at least days prior to the scheduled date. If Organizer cancels without the required notice, Organizer will pay Presenter a cancellation fee equal to USD, unless otherwise agreed in writing.

9. PUBLICITY; BIO

9.1 Publicity. Organizer may use Presenter’s name, title, biographical information and photograph solely for promotion of the Presentation and the webinar series in any media.

10. DATA PROTECTION

Each party shall process any personal data received from the other party in connection with this Agreement in accordance with applicable data protection laws and shall implement reasonable technical and organizational measures to protect such data.

11. NOTICES

All notices 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 in writing. Notices are effective upon receipt.

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may only be amended or modified by a written instrument signed by both parties. No failure or delay by either party in exercising any right will operate as a waiver. This Agreement may be executed in counterparts and by electronic signature, each of which will be deemed an original but all of which constitute one and the same instrument.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

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