AGREEMENT
You and your organization (“Speaker”) and Digital Delane, LLC d/b/a Digital Branding Institute (“Company”) enter into this Speaker Agreement (this “Agreement”) for the launch of a virtual summit the following terms and conditions:
SCOPE OF WORK
Both parties agree to mutually agree to create and launch a virtual summit. Both parties are responsible for ensuring the successful execution of the event to the best of their abilities.
Specifically, Speaker is responsible for:
- Creating valuable, factual and well-articulated
content that will serve the attendees to the best of the Speaker’s ability and
knowledge
- Content must be in the form of a high resolution video without any watermarks
- Content must be related to the overall topic of the summit
- Content must not include any advertising, promotion, marketing, etc. of any kind that has not been approved in writing by Company
- Uploading content mentioned above to Company within the allotted 30 days after registering as a speaker
- [Encouraged] Updating “Speaker Dashboard” completely,
filling out all possible information to the best of Speaker’s ability
- Access to the “Speaker Dashboard” will be provided by Company with ample time for Speaker to fill out the information
- Advertising, promotion, marketing, etc. of the Speaker IS allowed here in the appropriate sections that are labeled within the “Speaker Dashboard”
- [Encouraged] Promoting the summit to the best of Speaker’s ability to make the summit as successful as possible
Specifically, Company is responsible for:
- Communicating with Speaker in a reasonable amount of time to allow for all responsibilities to be met for the summit
- Providing access to all tools, resources, technology, etc. that the Speaker will need to successfully meet responsibilities for the summit
- Distributing all commission earned by the
Speaker in the course of promotional activities within 30 days of summit
completion
- Payments will be made through PayPal to the email address provided by the Speaker within the Speaker Dashboard
TERM
The term of this Agreement is for the launch of the summit from the date of its planning in perpetuity.
PAYMENT
Speaker can earn compensation from Company through Company’s referral program.
Speaker will be automatically added to the Company’s referral program.
- Speaker will find their unique referral URL in the “Speaker Dashboard.”
- All commission is earned through summit ticket sales where the customer was referred to the summit by the Speaker’s unique referral URL.
- Commission rates are 50% of the summit ticket sales generated from Speaker’s unique referral URL.
INTELLECTUAL PROPERTY
Company will retain ownership of any and all data, information or intellectual property created or used in connection with this Agreement and the summit. Company will own any intellectual property that results from the Scope of Work, including without limitation; software (in both machine-readable form and in source code form), data, and other information, not excluding any intellectual property generated by either party in performing the Scope of Work that relates solely to the summit.
Speaker will retain ownership of the information previously created by Speaker that is used in connection with the summit, including: Speaker’s logos, brand assets, original ideas, and original concepts.
All obligations of Speaker under this Section shall survive the termination of this Agreement in perpetuity.
CONFIDENTIALITY
For purposes of this Agreement, the term “Information” shall mean any information that Speaker may receive from Company pursuant to this Agreement no matter what form Speaker receives it in, including but not limited to written or spoken form or marked “Confidential.”
Speaker shall maintain the Information in confidence with the same degree of care it holds its own confidential information. Speaker shall not use the Information except to perform the Scope of Work. Speaker will disclose the Information only to its officers and employees directly concerned with the Scope of Work, but will neither disclose the Information to any third party nor use the Information for any other purpose.
All obligations of Speaker under this Section shall survive the termination of this Agreement in perpetuity.
INDEMNIFICATION
Each Party (the “Indemnifying Party”) agrees to defend the other Party, its affiliates and each of their respective officers, directors, employees, contractors and agents (each an “Indemnified Party”) from and against any action, claim, suit, investigation or other proceeding brought by a third party (a “Claim”) to the extent such Claim results from the Indemnifying Party’s breach of this Agreement or an IPA or the negligence, willful misconduct or fraud or violation of law on the part of the Indemnifying Party, its officers, directors, employees, agents or other representatives in connection with this Agreement. The Indemnifying Party will indemnify and hold harmless the Indemnified Party from any liabilities, losses, damages, judgments, awards, fines, penalties, costs and expenses (including reasonable attorneys’ fees and costs of defense) incurred by or levied against such Indemnified Party as a result of such Claim. If the Indemnified Party seeks indemnification with respect to a Claim, the Indemnifying Party’s obligations are conditioned upon the Indemnified Party: (a) providing written notice to the Indemnifying Party of any Claim within thirty (30) days after the Indemnified Party has knowledge of such Claim (except that failure to timely provide such notice will relieve the Indemnifying Party of its obligations only to the extent the Indemnifying Party is materially prejudiced as a direct result of such delay); (b) giving the Indemnifying Party sole control over the defense thereof and any related settlement negotiations; and (c) cooperating and, at the Indemnifying Party’s request and expense, assisting in such defense. Notwithstanding the foregoing, the Indemnified Party may participate at its own expense in the defense and any settlement discussions, and will have the right to approve any settlement agreement that involves an admission of fault by the Indemnified Party or imposes non-monetary obligations on the Indemnified Party; provided, however, that such approval will not be unreasonably withheld.
LIMITATION OF LIABILITY
In no event will either party be liable for any SPECIAL, INDIRECT, CONSEQUENTIAL, OR
INCIDENTAL DAMAGES.
ENTIRE AGREEMENT
This Agreement sets forth the entire agreement between Speaker and Company as to its subject matter. None of the terms of this Business Agreement shall be amended except in writing signed by both parties.
TERMINATION FOR CONVENIENCE
Company may terminate this Agreement or any Statement of Work without cause by giving 30 days notice to Speaker in writing. If Company terminates this Agreement, Company’s only obligation shall be to pay Speaker for the Services performed up to the date of termination, at the rate provided in PAYMENT above.
Upon termination or expiration of this Agreement, Speaker will assemble and turn over in an orderly fashion to authorized representatives of Company all documents, write-ups, notes, computer programs, and other material related to the Services and/or Scope of Work. Company may terminate this Agreement immediately for cause and shall incur no liability for Services not satisfactorily performed.
TERMINATION FOR BREACH
If either party breaches this Agreement, the other may terminate this Agreement if the breaching party does not cure the breach within thirty (30) days of written notice of same. Termination shall be without prejudice to any rights which may have been accrued to either party before termination.
FORCE MAJEURE
Neither Speaker nor Company shall be liable for failure of or delay in performing obligations set forth in this Agreement, and neither shall be deemed in breach of its obligations, if such failure or delay is due to natural disasters or any causes reasonably beyond the control of Speaker or Company.
AUTHORITY AND COMPLIANCE
Speaker has the right and authority to enter into and perform its obligations under this Agreement. Speaker will perform all of its obligations under this Agreement in accordance with all applicable governmental laws, rules and regulations.
CHOICE OF LAW
This Agreement shall be construed in accordance with the laws of the State of California.
