TERMS AND CONDITIONS OF THE CONTRACT – WSB & Client
1. ORDER OF PRECEDENCE: This Agreement consists of the “Cover Sheet” and these “Terms and Conditions – WSB & Client” (together, hereinafter “the Agreement”). In the event of a conflict between the Cover Sheet and the Terms and Conditions, the Cover Sheet shall control to the extent of the conflict.
2. PARTIES: Washington Speaker Bureau (hereinafter “WSB”) and Client, are each a “Party” and collectively the “Parties”, are signatories to this Agreement. The Speaker is not a party to this Agreement. WSB is acting only as the booking agent for the Speaker who will furnish the services outlined in this Engagement. This Agreement shall not in any way be construed to create a partnership or any kind of joint venture undertaking between the parties, nor shall it be construed in any way that would make WSB liable for any obligation that might be incurred by the Client.
3. SPEAKER IS AN INDEPENDENT CONTRACTOR: The Parties acknowledge that the Speaker is an independent contractor and is not the employee, partner, joint venturer or agent of either Party. As an independent contractor, the Speaker shall have exclusive control over the means, method, and details of the speaking services outlined in this Agreement. It is understood that the Speaker, as an independent contractor, shall assume responsibility for the payment of their Federal income tax, Social Security, Medicare tax, and State income tax, as well as their public liability, and worker’s compensation insurance.
4. RELATIONSHIP OF WSB AND SPEAKER: The parties agree that WSB and the Speaker shall have a contractual relationship and the terms of that agreement obligate the speaker to perform the engagement as described herein. Notwithstanding either agreement, the parties agree that neither WSB nor the Speaker is responsible for any act or omission on the part of the other.
5. NON-ASSIGNABILITY: It is agreed that this Agreement is not assignable in whole or in part by either Party without the prior written approval of the other Party.
6. TAX WITHHOLDING REQUIREMENT: It is understood that the Client may be required by law to withhold state and local income taxes in certain U.S. jurisdictions and/or to withhold foreign income taxes in certain foreign countries. These taxes will be withheld from the fees due the Speaker only as required by law. Such withheld fees shall be remitted to the appropriate jurisdiction by the Client on the Speaker’s behalf. An itemized statement shall be provided in a timely manner to WSB that shall include the exact amount of all taxes withheld, the date of payment, and the entity to which the payment was made.
7. PAYMENT OF EVENT RELATED TAXES: In the event that there are any sales taxes, admission taxes, user fees or other charges, taxes, or fees of any kind levied by the jurisdiction where the Engagement is to take place, the Client shall be wholly responsible for any and all such taxes, fees, and expenses.
8. PAYMENT TERMS: The Client shall strictly comply with the payment terms set out in this Agreement. The timing of payments is of the essence. All payments shall be made to WSB in the manner set forth in this Agreement. In the event that any payment is not received by the due date, such non-payment constitutes a material breach of this Agreement. The acceptance by WSB of any payment after the due date shall not be construed to be a waiver of any other right WSB may have per this agreement.
9. EXPENSES AND TRANSPORTATION: The Client shall be responsible for all reasonable expenses for the Engagement made necessary by the Speaker’s presence in, and travel to and from, the Engagement. Such expenses shall include, but are not limited to, lodging, meals, transportation, service fees, and expenses incurred from third parties.
10. REMEDIES: In the event the Client fails to perform any of their obligations as required in this Agreement, the Speaker shall have the right to refuse to perform. If such failure to perform occurs prior to sixty (60) days before the scheduled date of the Engagement, 50% of the total fee (plus service fees) shall be due and payable immediately to WSB. In the event that the failure to perform occurs sixty (60) days or less before the scheduled date of the Engagement, the entire fee shall be due and payable immediately to WSB.
11. CLIENT CANCELLATION OF AGREEMENT: In the event that the Client cancels this Agreement prior to sixty (60) days before the scheduled date of the Engagement, 50% of the total fee (plus service fees) shall be due and payable immediately to WSB. In the event that any cancellation of this Agreement by the Client occurs sixty (60) days or less before the scheduled date of the Engagement, the entire fee shall be due and payable immediately to WSB.
12. SPEAKER CANCELLATION OF AGREEMENT: In the event of a cancellation of this Agreement by the Speaker due to unforeseen emergencies or professional exigencies, WSB will have no liability for expenses or losses incurred by the Client. If Speaker cancels, WSB will make reasonable efforts to provide a comparable speaker that is acceptable to the Client. In the event that WSB cannot provide a substitute speaker that is acceptable to the Client, then WSB shall promptly refund to the Client any payments received.
13. APPROPRIATE VENUE: The Client is responsible for providing all equipment and venue facilities conducive to the Engagement and is responsible for ensuring that the engagement venue is in compliance with all health and safety ordinances as well as all relevant state and CDC guidance as appropriate.
14. SCOPE OF ENGAGEMENT: No additional Speaker-related appearances or activities shall be planned by the Client or sponsor, nor expected of the Speaker, unless expressly detailed in the terms of this Agreement. The fee listed is understood to be for the Engagement described in this Agreement and any additional activities must be negotiated independently with WSB and set forth in writing. In addition, any material changes in the nature of the Engagement, including, but not limited to, the venue, the size of the audience, the purpose, the sponsor, or other speakers on the agenda shall be immediately communicated to WSB who will notify the Speaker. If these changes are unacceptable to the Speaker, the Speaker has the right to cancel the Engagement and WSB has the right to retain any deposits paid by the Client.
15. APPLICABLE LAW: This Agreement shall be governed and construed in accordance with the laws of the United States and with the laws of the Commonwealth of Virginia applicable to contracts entered into and to be performed entirely therein without regard to any choice of law or conflict of law provisions.
16. DISPUTE RESOLUTION: In the event of a dispute arising from or relating to this Agreement, each Party shall appoint a senior management representative to negotiate a resolution. If such efforts are not successful within ninety (90) days, the Parties shall submit any dispute arising from this Agreement to nonbinding mediation in a neutral location mutually agreeable to the Parties. If such mediation is not successful, then the Parties shall submit the dispute to arbitration by a single arbitrator in accordance with the Rules for Commercial Arbitration of the American Arbitration Association in a neutral location mutually agreeable to the Parties. The party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in the dispute, including reasonable attorneys’ fees.
17. RECORDING PROHIBITED: Unless otherwise agreed upon in the Cover Sheet, Client shall not, nor shall it permit others, to record, broadcast, stream on the internet, photograph or otherwise televise or reproduce, all or portions of the Engagement without the express written permission of WSB. If WSB shall, for any reason, agree to allow a recording of the event, Client shall provide WSB a copy of the recording immediately after the Engagement and Client consents to the use of the images of its facilities and venue in any recording or rebroadcasting of theEngagement (or parts of the Engagement) by entities that have been authorized by WSB.
18. PUBLICITY AND PROMOTION: The Speaker’s name, voice and/or likeness may not be used as an endorsement or an indication of Speaker’s use of any product or service or in conjunction with any sponsorship or promotion. Promotional materials provided by WSB are preapproved. Any additional promotional materials must be approved by WSB.
19. CONFIDENTIALITY: The parties agree that the terms of this Agreement, including its compensation terms, are confidential and shall be held in confidence by each Party and not disclosed in any way or by any means.
20. FORCE MAJEURE: Notwithstanding any other provision of this Agreement, in the event that the performance of any obligation under this Agreement by either Party is prevented due to acts of God, exchange controls, export or import controls, or any other government restriction, wars, hostilities, blockades, civil disturbances, revolutions, strikes, terrorist attacks, lockouts, or any other cause, including pandemics, beyond the reasonable control of the Party, such party shall not be responsible to the other Parties for failure of delay in performance of its obligations under this Agreement. Each Party shall promptly notify, in writing, the other Party of such force majeure conditions. The terms of this Clause shall merely suspend, not exempt, any Party from its duty to perform the obligations under this Agreement and the Engagement shall be rescheduled at a mutually acceptable time as soon as practicable after a force majeure condition ceases to exist.
21. LIMITATION OF LIABILITY: Except for the payment obligations of Client under this Agreement, the indemnification obligations of the parties, and any damages arising from one Party’s misappropriation of the other’s intellectual property or confidential information, neither Party shall be liable to the other for indirect, incidental, consequential, special, or exemplary damages, including, but not limited to, loss of revenue or anticipated loss of profits or lost business, whether in an action in tort or in contract, even if the other Party has been advised of the possibility of such damages.
22. INDEMNITY: Client shall indemnify, release, defend, and hold harmless WSB and its directors, officers, and employees from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses, including, but not limited to, reasonable attorneys’ fees and costs, arising out of third party claim, action, or proceeding, based directly or indirectly on any breach of the Client’s warranties contained herein or arising from or relating to its performance under this Agreement.
WSB shall promptly notify the Client when WSB has knowledge of circumstances or the occurrence of any events which are likely to result in an indemnification obligation under this section, or when any action, suit, arbitration, or judicial or administration proceeding covered by this section is pending or threatened.
In the event of a claim from a third party, WSB may, at its own expense, assist in the defense if WSB so chooses, provided that: (i) the Client shall control such defense and all negotiations relative to the settlement of any such claim; and (ii) any settlement intended to bind WSB shall not be final without WSB’s written consent.
WSB shall provide reasonable cooperation to the Client in the defense of any claim hereinunder.
23. SEPARABILITY: Should any provision of this Agreement be held to be void, invalid, or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect. The invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity.
24. DUE AUTHORIZATION: Each Party represents and warrants that the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action on its behalf and this Agreement constitutes its valid and binding obligation.
25. INTERPRETATION: This Agreement has been entered into after review and negotiation of its terms by the Parties hereto, who have both had the opportunity to be represented by counsel. The Agreement shall be fairly interpreted in accordance with its terms and without any strict construction in favor or against either Party. No ambiguity or omission shall be construed or resolved against either Party on grounds that this Agreement or any provision thereof was drafted or proposed by such Party.
26. HEADINGS: This section headings provided herein are for convenience only and shall have no force or effect upon the construction or interpretation of any provision.
27. SURVIVAL: The following sections of this Agreement (including their respective subparts) shall continue in full force and effect notwithstanding any termination hereof: Sections 4, 15, 16, 17, 18, 19, 21, 22, 23, and 27.
28. ENTIRE AGREEMENT: This Agreement may have been executed in one or more counterparts, each of which will be deemed an original, but all of which when taken together will constitute one and the same instrument. This Agreement sets forth the entire understanding between the Parties.