Marketing Keynote Speaker Agreement

MARKETING KEYNOTE SPEAKER AGREEMENT

Parties and Recitals

This Agreement is entered into by and between Brand/Client: , with principal address at , and Speaker: , with contact address at (each a "Party" and collectively the "Parties").

Engagement and Event Details

Event / Campaign Name: . Event Date: . Venue / Location: .

Expected Audience Size: . Target Audience / Demographics: . Primary Channels for Promotion: .

Speaker Obligations and Deliverables

Speaker shall prepare and deliver the following deliverables in a professional manner consistent with industry standards:

Compensation and Expenses

Total Fee (exclusive of travel and pre-approved expenses): $ .

Speaker will be reimbursed for pre-approved travel and out-of-pocket expenses upon submission of itemized receipts. Reimbursement limit: $. Reimbursement payment terms: .

Payment Instructions

Cancellation, Termination and Kill Fee

Either Party may terminate this Agreement for material breach if the breach is not cured within days after written notice. If Client cancels without cause within days of the scheduled Event, Client shall pay a kill fee equal to of the Total Fee, plus any non‑refundable expenses incurred by Speaker.

Exclusivity

Speaker shall not provide keynote services for direct competitors of Client within in the territory described as , unless Client provides prior written consent. Any exclusivity fee, if applicable, is: .

Intellectual Property and License

Speaker retains copyright in original delivered materials, slides, and presentation content except as expressly assigned below. Speaker grants Client a non-exclusive, worldwide, royalty-free license to use, reproduce, and distribute recordings and materials of the Keynote for internal promotion and marketing for following the Event, unless otherwise agreed in writing.

Recordings, Live Streaming, and Publicity

Client may record or broadcast the Keynote provided Client obtains Speaker's prior written approval of the scope and distribution of the recording. Client shall provide Speaker with copies of any recording upon request. Speaker consents to reasonable use of Speaker name, likeness and biographical information in connection with promotion of the Event.

FTC Disclosure Compliance

If any sponsored, paid, or material connection exists between the Parties with respect to promotion or endorsement, the Party arranging promotion shall ensure that all promotional materials, posts, and communications comply with consumer protection disclosure rules applicable to endorsements and sponsored content. Client and Speaker each certify that they will include clear and conspicuous disclosures where required.

Acknowledgement of FTC-style disclosure compliance: I acknowledge and will comply with required disclosure rules.

Confidentiality

Each Party shall keep confidential any non-public information disclosed in connection with this Agreement and shall not disclose such information except as required by law. Confidential information does not include information that is publicly known or independently developed without use of confidential information.

Representations, Warranties and Indemnification

Each Party represents that it has the full power and authority to enter into this Agreement. Speaker represents that the content delivered will be original and will not infringe third-party intellectual property rights. Speaker agrees to indemnify and hold harmless Client from third-party claims arising from Speaker's breach of the foregoing, and Client agrees to indemnify Speaker for claims arising from Client's promotion or misuse of materials.

Insurance

Speaker shall maintain general liability insurance and, if applicable, professional liability insurance in commercially reasonable amounts and shall provide certificates of insurance upon Client request.

Independent Contractor

The Parties agree Speaker is an independent contractor and not an employee, agent, or legal representative of Client for any purpose. Speaker is responsible for all taxes and withholdings relating to fees paid under this Agreement.

Force Majeure

Neither Party will be liable for delays or failures due to causes beyond its reasonable control, including acts of God, government action, strikes, or pandemics. The non-performing Party shall provide prompt notice and use commercially reasonable efforts to perform.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the jurisdiction selected by Client: . The Parties agree to first attempt good faith negotiation to resolve disputes; if unresolved, disputes shall be resolved by binding arbitration in the selected jurisdiction unless the Parties agree otherwise in writing.

Notices

Miscellaneous

This Agreement, together with any attachments or addenda signed by the Parties, constitutes the entire agreement and supersedes prior negotiations and understandings. Amendments must be in writing and signed by both Parties. If any provision is held unenforceable, the remainder will remain in effect.

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