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HomeMy WebLinkAboutSpeaker Resource Center, Inc Sponsor Agreement 2016-1719 2 f = NO. 766 P 2 ;�rPAKER CENTER, INC, SPONSOR AGREEMENT 1000 Skokie Blvd. suite 3o0 wilmettc, IL 60091 i. -Ht' O- 603 -01 ©6 Fax 312 - 878 -7371 ! A. Spon B. Contact: 97 N. Ammon Road tho Falls, idaho $3401 Charles I. Shar'''on No, 93 D. SItC Con,Ea—a.'Jkob Carsello, Phone: 312 -641 1=. Fetforrnance Pee:, 10,500.00 Plus travel exPOns F. Date of WpearasR G. Event `Citrtetable: _ H, Speech Title: I Theme of Meetincf: T; NUMBED. OF ATTENDEES, _ _ K-. Reauirecf Attire; 2016 :OOFM Second Keynote PresentatiOtm, 60 Minutes :OOP -M, Con=unity Preseutation, 60 Minutes ,ny additions or revisions to the timetable m mast bo requested wid approvcd in writing by pecker Resource Center, Inc. and the talent _ x'SIGHT Eh O AUTISM; A FATHER'S FERSFFC�IV -- s L; Event Location / Photo?: The FertOrrnrng $00 Owen St. , N.. Accommodations/ phone, o be determuue N. Deposit Amount: 510,5Qfl,a1 Deno sit Due Dante: 1181'201,6 R, Expense Description. Q, A/V Requirem to Center at Hillcrest High School ran, Idaho 33406 to client. tratasportstion, rentai car and lavalier mic owerPoint w/ retnote and ability to play an cnibedded video tis event may not lac recorded (including by television camera), broadcast or transmitted by y means, for airy purpose, without an expivss written agreemeat between the client and cakcr on; Speaker Resource Center, Inc. contract form, Notwithstanding any other provision of titi5 Agreerent, in the event that the ,performance of any obligation under this Agreement by a party is prevented due to acts of God, exchange controls, expert or import controls, or any other government restriction, wars, ho5tilities, blockades, civil disturbances, revolutions, strikes, terrorist attach;, lockouts, or any other cause beyond ttie reasonable control of a party, such party shall not be resperislblc to the other parties for iallure or delay in performance of its obligations under this Agreement. Each party shall promptly notify the other parties oaf such force majeure condition. The terms of this Clause shall not exempt, but merely suspend, any party from its duty to perform the ob4gatlons tinder this Agreement until as soon as practicable after a force majeure Condition ceases to exist, To confirm: this contract, please sign and return both copies of this agreement with your deposit by the DEPUSIT DUE DATE, A fuliy executed copy will be returned to you, Thank you, Accepted by Speaker resource Center, Inc: Rot Gorsellci Name sident - ;P- 10 ure D c SPEAKER RESOURCE CENTER, INC. SPONSOR AGREEMENT 1000 Skokie Blvd. Suite 300 Wilmette, IL 60091 1 -800 -603 -0106 Fax 312- 878 -7371 A. Sponsor: Bonneville School District No. 93 3497 N. Ammon Road Idaho Falls, Idaho 83401 Contact: pr. Charles J. Shackett C. Talent: ack Gallagher D. SRC Contact: ob Carsello Phone: 312 - 641 -6362, rob @speakerresource.com E. Performance Fee: $10,500.00 Plus travel expenses. F. Date of Appearance: [August 24, 2016 -- - - -- -- -- G: Event Timetable: 9:30AM Keynote Presentation, 60 Minutes d2:00PM Second Keynote Presentation, 60 Minutes 6:OOPM Community Presentation, 60 Minutes Any additions or revisions to the timetable must be requested and approved in writing by Speaker Resource Center, Inc. and the talent. H: Speech Title: SIGHT INTO AUTISM: A FATHER'S PERSPECTIVE I: Theme of Meeting: 016 Employees' Opening Meeting J: NUMBER OF ATTENDEES: K: Required Attire: usiness L. Event Location /Phone:(The Performing Arts Center at Hillcrest High School 800 Owen St. Ammon, Idaho 83406 M. Accommodations /Phone]To be determined. N. Deposit Amount: $10,500.00 ®. Deposit Due Date:15 /18/2016 _ R. Expense Description: otel to be billed directly to client. Coach Airfare, ground transportation, rental car and meals Q. A/V Requirements: A Podium A lavalier mic PowerPoint w/ remote and ability to play an embedded video This event may not be recorded (including by television camera), broadcast or transmitted by any means, for any purpose, without an express written agreement between the client and speaker on a Speaker Resource Center, Inc. contract form. Notwithstanding any other provision of this Agreement, in the event that the performance of any obligation under this Agreement by a 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 beyond the reasonable control of a party, such party shall not be responsible to the other parties for failure or delay in performance of its obligations under this Agreement. Each party shall promptly notify the other parties of such force majeure condition. The terms of this Clause shall not exempt, but merely suspend, any party from its duty to perform the obligations under this Agreement until as soon as practicable after a force majeure condition ceases to exist. To confirm this contract, please sign and return both copies of this agreement with your deposit by the DEPOSIT DUE DATE. A fully executed copy will be returned to you. Thank you. Accepted by Speaker Resource Center, Inc: Rob Carsello Name President Title Signature Date ADDITIONAL TERMS AND CONDITIONS OF THE CONTRACT - SRC & Client 1. PARTIES. Speaker Resource Center ( "SRC ") and Client, each a "Party" and collectively the "Parties" are the signatories to this Agreement. SRC is the booking agent for the Speaker for the scheduled speech or other performance (the "Engagement "). Accordingly, SRC has confirmed Speaker's availability to perform the Engagement for Client and shall handle all payments from Client related to same. The Parties are independent contractors with respect to this Agreement. Nothing herein shall constitute a partnership, joint venture or employer /employee relationship between them, and neither Party is the agent of the other. Neither Party shall hold itself out contrary to the terms of this paragraph and neither Party shall become liable for any representation, act or omission of the other contrary to the provisions hereof. 2. SPEAKER. The Speaker is not a party to this Agreement. The Parties acknowledge that the Speaker is an independent contractor and is not the employee, partner, joint venturer or agent of either the Client or SRC. As an independent contractor, the Speaker shall have the exclusive control over the means, method and details of fulfilling the services outlined in this contract. Although SRC and the Speaker have a contractual relationship, neither SRC nor the Speaker is responsible for any act of commission or omission on the part of the other. 3. NON - ASSIGNABILITY. It is agreed that this Agreement is a personal service contract and that the terms of this Agreement are not assignable in whole or in part by either Party without the prior written approval of the other Party. 4. TAXES AND FEES. It is understood that the Speaker, as an independent contractor, shall assume all responsibility for payment of his/her federal income tat, social security and Medicare tax, state income tax, public liability and workers' compensation insurance. It is understood that the Client may be required by law to withhold state and local income taxes in certain U.S, jurisdictions and to withhold foreign income taxes in certain foreign countries. These taxes will be withheld only as required from the fees due the Speaker and remitted directly to the jurisdiction by the Client on the Speaker's behalf. An itemized statement shall be provided in a timely manner to SRC that shall include the exact amount of any and all taxes withheld, the date of payment and the entity to which payment was made. 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 and expenses in addition to any other payment due under the terms of this Agreement. 5. PAYMENT TERMS. The payment terms as set out in this Agreement shall be complied with strictly by the Client. The timing of payments is of the essence. In the event that any payment is not received by the due date, such non- payment constitutes a material breach of this Agreement by the Client. The acceptance by SRC of any payment after the due date shall not be construed to be a waiver. 6. EXPENSES. The Client shall be responsible for all reasonable expenses in addition to payment(s) for the Engagement. Expenses for the Speaker will include first class airfare (unless otherwise agreed) and other normal transportation charges and expenditures, local lodging and meals, taxicabs or limousine fares and any other expenses made necessary by the Speaker's trip to, presence in, or trip from the city in which the program is presented. 7. BREACHES: BREACHES. a. In the event that the Client fails to provide any of the items promised herein, fails to make timely payments as provided herein, fails to proceed with the Engagement, and /or breaches an of the other conditions set for in this Agreement, then SRC shall notify the Speaker that he /she shall have no obligation to perform the Engagement described herein and SRC may immediately enforce any and all remedies available to it under the law. b. In the event that any breach or cancellation of this contract occurs at any time prior to sixty (60) days before the scheduled event, 50% of the total fee shall be due and payable immediately to SRC. c. In the event that any breach or cancellation of this Agreement occurs within a period of sixty (60) days or less before the Engagement, the entire fee shall be due and payable immediately to the SRC. 8. CANCELLATION BY THE SPEAKER. In the event of cancellation of this Agreement at any time by the Speaker due to illness or an unforeseen emergency or overriding obligation or professional responsibility, SRC will have no liability for expenses or losses incurred by the Client. SRC will make a reasonable effort to provide a comparable Speaker that is acceptable to the Client. In the event that the Speaker cancels the Engagement and if SRC cannot provide a substitute speaker that is acceptable to the Client, then SRC shall promptly refund to the Client any payments received. 9. THE ENGAGEMENT. The Client shall provide a well- heated (or cooled as the case may be) well - lighted, safe and appropriate place (the "Venue ") for the Engagement. All equipment and facilities shall be in good working condition together with the necessary stage, accessories and properties including without limitation, microphones and amplification system. The Client shall ensure that the audience shall be no more in number than the legal number permitted at the Venue. No additional appearances or activities shall be planned by the Client or sponsor nor expected of the Speaker unless expressly contained as part of the terms of this Agreement. The fee listed is understood to be for the Engagement (i.e., the speech or other performance) only; any additional activities must be negotiated independently with SRC and set forth in writing. Any material change in the nature of the Engagement including without limitation, the Venue, the size of the audience, the purpose, the sponsor, or the other speakers on the agenda, shall constitute a breach of this Agreement without the prior written approval of SRC. In the event that the Speaker has any specific requirements, including without limitation, the need for any special equipment, any such requirements shall be provided in writing and shall be attached to this Agreement as an Addendum. 10. FURTHER ASSURANCES. In the event that SRC, after entering this Agreement, receives or discovers information which raises concern about the Client's ability to perform all of the terms and conditions of this Agreement, including timely payment, or concern that the program as planned by the Client may not be acceptable or in keeping with the Speaker's public image or personal beliefs, then SRC may request certain assurances from the Client. The assurances may include without limitation, advance payment, personal guarantees, other security arrangements or adjustment(s) of the agenda. 11. DEFAULT AND REMEDIES. If the Client breaches any of its obligations hereunder including without limitation, the payment terms, the full amount of the fee shall become due and payable immediately by the Client. If the Client fails to pay any sums due within five (5) days from the date such sums are due and owing, the balance will accrue interest at the rate of 1 % per month. In the event that if becomes necessary to involve the services of an attorney or collection agent, the Client agrees to pay all costs of collection including reasonable attorneys' fees and all the costs incurred in any litigation instituted to recover amounts due under this Agreement. 12. APPLICABLE LAW. This Agreement shall be governed and construed in accordance with the laws of the United States and with the laws of the State of Illinois applicable to contracts entered into and to be performed entirely therein without regard to any choice or law or conflict of law provisions. 13. 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 or as otherwise agreed by the Parties, then the Parties shall submit any dispute arising from or related to this Agreement to non - binding mediation in a neutral location mutually agreeable to the Parties. If the Parties cannot agree on a neutral location within thirty (30) days, then the mediation shall be in Chicago, IL . 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. If the Parties cannot agree on a neutral location within thirty (30) days, then the arbitration shall be in Chicago, IL. The arbitrator shall have the power to award damages, costs and attorneys' fees in his /her discretion and subject to the principles of equity. 14. RECORDING PROHIBITED. It is agreed that the Engagement, including without limitation the Speaker's address, may not be recorded by any means, including without limitation, on audio tape, video tape or film, nor may it be broadcast or streamed on the Internet, in whole or in part, without the prior written permission of SRC. 15. CONFIDENTIALITY. It is acknowledged that the terms and conditions of this Agreement, including without limitation, the amount of compensation paid to the Speaker and to SRC, are confidential. It is further acknowledged that certain proprietary information provided by the Client to SRC during the negotiation of this Agreement may also be confidential. The Parties shall not publicly disclose any confidential information and acknowledge that any breach, negligent or intentional, of this confidentiality shall be deemed a material breach of this Agreement for which the breaching Party may be held liable. 16. 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 beyond the reasonable control of a Party, such Party shall not be responsible to the other Parties for failure or delay in performance of its obligations under this Agreement. Each Party shall promptly notify the other Parties of such force majeure condition. The terms of this Clause shall not exempt, but merely suspend, any Party from its duty to perform the obligations under this Agreement until as soon as practicable after a force majeure condition ceases to exist. 17. INDEMNITY. a. Each Parry shall each indemnify, release, defend and hold harmless the other Party, its directors, officers and employees from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses, including without limitation, reasonable attorneys' fees and costs, arising out of a third Party claim, action, or proceeding, based directly or indirectly on any breach of its warranties contained herein or arising from or relating to its performance under this Agreement. b. The Parry claiming indemnification under this Section shall promptly notify the other Party when it 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 administrative proceeding is pending or threatened that is covered by this section. c. Except for willful misconduct or gross negligence, neither Party shall be liable to the other for punitive, exemplary, special, indirect, or consequential damages including, without limitation, lost profits, each Parties' aggregate liability being limited to the other Parties' direct damages. d. In the event of a claim from a third party, either Party may, at their own expense, assist in the defense if each so chooses, provided that:(i) the ultimate Party against whom the claim is asserted shall control such defense and all negotiations relative to the settlement of any such claim; and (ii) any settlement intended to bind the claimant Party shall not be final without the claimant Party's written consent. e. The claimant Party shall be required to provide reasonable cooperation to the indemnifying Party in the defense of any claim hereunder 18. 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 and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity. 19. DUE AUTHORIZATION. Each of the Parties represents and warrants that the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on its behalf, this Agreement has been duly executed by it, and this Agreement constitutes its valid and binding obligation. 20. 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 of 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. 21. HEADINGS. The Section headings provided herein are for convenience only and shall have no force or effect upon the construction or interpretation of any provision hereof 22. SURVIVAL. The following sections of this Agreement (including their respective subparts) shall continue in full force and effect notwithstanding any termination or expiration hereof: Sections 3, 4, 11, 12, 13, 15, 17, 18, 19, 20, 21 and 23. 23. ENTIRE AGREEMENT. This Agreement may be 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; it shall become effective when a fully executed original is received by SRC. This Agreement may not be altered, changed, modified or waived in whole or part except by another agreement in writing signed by both Parties. An executed facsimile copy or photocopy of this contract shall be deemed an original.