This Guest Speaker Agreement (this “Agreement”), dated as of DATE (the “Effective Date”), is by and between Reyne Girl LLC DBA Fempreneur Online (the “Company”) and [GUEST Speaker NAME] (the “Guest Speaker”).
WHEREAS, the Company creates and produces content for an online membership, including a membership called The Collab Club (the “Membership”) and desires to include training provided by Guest Speaker in the Membership; and
WHEREAS, Guest Speaker is qualified to provide and desires to provide training to be included by the Company in the Membership;
NOW, THEREFORE, in consideration of mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Guest Speaker agree as follows:
TRAINING CREATED SPECIFICALLY FOR THE Membership. Guest Speaker agrees to create a training (the “Custom Training”) specifically for inclusion in the Membership. Guest Speaker specifically agrees to assign and hereby does assign all rights, title, and interest in the Custom Training to the Company. As a result of this assignment, Company shall be the exclusive owner of all rights, including copyright, in the Custom Training. As a condition of receiving this assignment, the Company agrees not to sell the Custom Training individually or include the Custom Training in any program other than the Membership, whether paid or free. Further, the Company agrees not to make any derivative works based on the Custom Training.
INCLUSION OF PRE-EXISTING WORK. Guest Speaker hereby agrees to allow the Company to include pre-existing material (the “Pre-Existing Material”) in the Membership. Guest Speaker grants the Company, its affiliates, successors, and assigns (“Authorized Persons”) a non-exclusive, perpetual, irrevocable, unrestricted, royalty-free license to include the Pre-Existing Material in the Membership. As a condition of receiving this license, the Company agrees not to sell the Pre-Existing Material individually or include the Pre-Existing Material in any program other than the Membership, whether paid or free. Further, the Company agrees not to make any derivative works based on the Pre-Existing Material. The Guest Speaker retains all right, title, and interest in and to the Pre-Existing Material without limitation. This agreement does not convey to the Company any right, title, or interest in the Pre-Existing Material, nor a portion thereof, but only constitutes a license to use the Pre-Existing material as specified herein.
PUBLICITY RIGHTS RELEASE. Guest Speaker irrevocably permits Company to use Guest Speaker’s name, image, likeness, appearance, voice, professional and personal biographical information, and all materials created by or on behalf of Company that incorporate any of the foregoing in perpetuity for any legal purpose, including but not limited to advertising, public relations, publicity, packaging, and promotion of Company and its businesses, products, and services, without further consent from or royalty, payment, or other compensation to Guest Speaker.
COMPENSATION.
Guest Speaker shall not receive any monetary compensation but shall instead receive the intangible value of exposure by appearing as a guest in the Membership, which Guest Speaker specifically recognizes as valuable consideration.
RELATIONSHIP OF THE PARTIES. You are an independent contractor, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between you and the Company for any purpose. You have no authority (and shall not hold yourself out as having authority) to bind the Company and you shall not make any agreements or representations on the Company’s behalf without the Company’s prior written consent.
REPRESENTATIONS AND WARRANTIES REGARDING DELIVERABLES. Guest Speaker represents and warrants to the Company that the Company will receive good and valid title to the Custom Training, free and clear of all encumbrances and liens of any kind and that the Custom Training are and shall be your original work (except for material in the public domain or provided by the Company) and do not and will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation, or other entity. Guest Speaker represents and warrants to the Company that the Company will receive good and valid right to use the Pre-Existing Material, free and clear of all encumbrances and liens of any kind and that the Pre-Existing Material are and shall be your original work (except for material in the public domain or provided by the Company) and do not and will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation, or other entity.
INDEMNIFICATION. You shall defend, indemnify, and hold harmless the Company and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from any breach of any representations and warranties regarding Deliverables.
ASSIGNMENT. Neither party shall not assign any rights, or delegate or subcontract any obligations, under this Agreement without the other party’s written consent. Any assignment in violation of the foregoing shall be deemed null and void.
ENTIRE AGREEMENT. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
AMENDMENTS. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.
SEVERABILITY. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
WAIVER. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
CHOICE OF LAW AND FORUM. Each Party irrevocably and unconditionally agrees that any dispute arising under or related to this Agreement shall be resolved exclusively through arbitration to be held in Chester, VA under the rules of the American Arbitration Association. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such arbitration and agrees to bring any such dispute only in such forum. Each Party agrees that a final judgment by such arbitration is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The parties agree that this Agreement shall be construed under the laws of Virginia regardless of any choice of law rules.