Virtual Q&A Session

VIRTUAL Q&A SESSION AGREEMENT

Effective Date:

WHEREAS

WHEREAS Client wishes to engage Provider to deliver a virtual question and answer session concerning the topic identified below and Provider represents that it has the requisite experience and expertise to conduct the session in a professional manner;

WHEREAS the parties desire to set forth the terms and conditions under which Provider will provide the virtual Q&A session and any related deliverables, recordings, or follow-up materials;

WHEREAS the parties intend that this Agreement constitute the entire understanding between them with respect to the subject matter herein.

SESSION DETAILS

Session Topic:

Anticipated Audience Size:

Session Date:    Start Time:    Duration:

Platform:    Access / Link / Dial-in Details:

SCOPE OF WORK

Provider shall prepare for and conduct the virtual Q&A session described above. Provider shall provide reasonable materials, moderate live questions during the session as agreed, and deliver any agreed follow-up materials specified below. Provider's obligations do not include production of promotional materials unless otherwise agreed in writing.

PAYMENT TERMS

Fee: Client shall pay Provider a fee of $ for the session and agreed deliverables.

Deposit: A non-refundable deposit of $ is due by . Remaining balance due by .

Late Payment: Late payments shall incur a late fee of % per month on the outstanding balance or the maximum permitted by law, whichever is less. Client is responsible for reasonable collection costs for overdue amounts.

TERM AND TERMINATION

Term Commencement: This Agreement commences on and terminates on , unless earlier terminated as provided below.

Termination: Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for days after written notice. Either party may also terminate for convenience upon written notice at least days prior to the scheduled session; cancellation fees may apply as set forth below.

Cancellation Fee: If Client cancels within days of the session, Client shall pay a cancellation fee of $ or the full remaining balance, whichever is less.

CONFIDENTIALITY

Each party agrees to keep confidential and not disclose to any third party any proprietary or confidential information disclosed by the other party in connection with this Agreement, except information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the recipient prior to disclosure; or (c) is rightfully received from a third party without restriction. Reasonable disclosures to legal counsel or accountants shall not be a breach.

RECORDING AND USE OF MATERIALS

Provider may request permission to record the session. Client hereby indicates consent to recording and use of the recording and any follow-up materials for internal use, training, or promotional purposes only if Client selects consent below and any restrictions are recorded in the details field.

I consent to recording of the session and limited use as described above.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains ownership of Provider's pre-existing materials and any materials specifically authored by Provider for the session. Client is granted a non-exclusive, non-transferable license to use deliverables for internal purposes only. Any assignment of intellectual property rights shall be set forth in a separate written instrument signed by both parties.

Client requests assignment of intellectual property rights to Provider materials (subject to additional terms and fees to be negotiated).

INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising from its breach of this Agreement, willful misconduct, or negligent acts in connection with the performance of its obligations under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Any disputes arising under this Agreement shall be resolved in the state or federal courts located in that state.

ENTIRE AGREEMENT

This Agreement, including any written exhibits or addenda signed by both parties, 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 oral or written. Any modification to this Agreement must be in writing and signed by duly authorized representatives of 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 its rights or obligations under this Agreement without the prior written consent of the other party, except to an affiliate or successor in connection with a merger or sale of substantially all assets.

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