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An
Agreement ("Agreement") made between
Keynote-Orlando ("Bureau") located at 124 Harrogate Place.,
Longwood, Florida 32779 USA and
____________________________ ("Contractor"),
located at ______________________________ .
The
parties agree as follows:
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| 1. |
Term
of Contract - This Agreement shall become effective on the
date it is signed by both parties. It will, thereafter, be automatically
renewed every year on it's effective date, unless either party gives written
notice of cancellation to the other party at least thirty (30) days prior
to the effective date's anniversary. Such notice of cancellation may be
given for any reason, with or without cause. This Agreement becomes null
and void if not signed by both parties within ten business days from the
date and time it was downloaded from the Keynote-Orlando.com website.
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| 2. |
Status
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Bureau and Contractor are separate
and independent entities. Neither party is an employee of the other party,
and therefore neither party is entitled to any employee benefits or protections.
Contractor has no authority to enter into any agreement for or on behalf
of Bureau, or otherwise incur any obligation on Bureau's behalf. Contractor's
relationship with all clients and/or potential clients that come to Contractor
through the good offices of Bureau (as a result of discussions with Bureau
personnel, Bureau promotional materials, Bureau website or other efforts)
shall be governed by this Agreement.
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| 3. |
Representation
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Bureau shall, at its own expense, represent Contractor for the purpose of
attaining paid appearances for Contractor to serve third parties as a speaker,
seminar leader and/or meeting facilitator. Such representation may include
(but may not be limited to): |
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A.
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development, production, editing and maintenance of a bureau website which
will include information about Contractor, and other promotion on Contractors
behalf; |
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B.
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operation
of a web-based bookstore and merchandise center; |
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C.
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response to client inquiries, negotiation with clients and potential clients,
issuing of contracts, and collection of monies due. |
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D.
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Bureau
shall have the exclusive right to represent Contractor for any and all
appearances that take place within 100 miles of the Orlando, Florida city
hall; Contractor is free to use the services of any other bureau or agency
for appearances outside that 100 mile radius.
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E.
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Bureau, does not
currently, and has no plans to, use a hard-copy printed catalog. It's
promotional efforts center on attracting potential clients to its website.
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4.
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Consideration
- In consideration for these activities: |
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| A. |
Contractor
shall pay Bureau a $700 (seven hundred dollar) set up fee,
enclosed with the executed copy of this agreement. This
fee will cover, among other things: |
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administrative
costs
editing and copy writing
creative services
technical costs for programming &
uploading
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| B. |
In
addition, Bureau shall retain a commission of 30% of speakers
fees that are under $5,000 and 25% of fees that are $5,000
and over.
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| C. |
Bureau
shall receive a commission of 30% of all "back-of-the-room"
book and merchandise sales (those made on the day and at the place
of Contractor's appearance).
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| D. |
Bureau
shall receive all commissions earned during this Agreement even
if the Agreement expires or is terminated prior to collection of
monies from the client.
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5.
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Merchandising
- Bureau shall have the right and copyright owner's permission
to promote and/or sell all books, monographs, articles, tapes, workbooks,
and other merchandise produced by, or on behalf of, Contractor. |
| A. |
In consideration for these activities, Bureau shall receive a commission
of 15% of gross revenue, on all sales made by, or through, or in
association with its efforts and good offices.
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| B. |
Contractor shall bear all production and other direct costs of the merchandise
sold on his/her behalf.. |
| C. |
Any commissions, fees and other costs associated with "pass-through"
and/or other forms of "web-marketing" in association with third
party publishers, booksellers, retailers, wholesalers or manufacturers,shall
be paid from Contractor's share of the proceeds. |
| D. |
Contractor
may retain the copyright on his/her books and merchandise
sold through Bureau's good offices.
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| 6. |
Contractor
shall, at his/her own expense: |
| A. |
provide Bureau with acceptable promotional material, including: video tape,
photographs, biography; client list; testimonial letters and quotes; and
develop and provide acceptable audio/visual presentational and handout materials
for each appearance;
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| B. |
deliver his/her service according to specifications and expectations. Contractor
will determine the means of performing the previously described services.
Bureau retains no right to control Contractor, or his/her agents, employees
or assistants in their performance of these services. |
| C. |
Contractor is solely responsible, and liable, for: the content and delivery
of his/her speech, seminar or facilitation services; his/her conduct before,
during and after such appearances; and the conduct of any of his/her personal
and professional assistants and similar parties. |
| D. |
Contractor shall have sole responsibility for: |
| -(i) |
scheduling his/her appearances; |
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| -(ii) |
making all housing and travel arrangements; |
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(iii) |
notifying client of audio/visual, and other, equipment needs; and |
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(iv) |
production
and distribution of all presentational and handout materials.
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7.
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Contractor's
Fees |
| A. |
Contractor's normal fee (the amount usually charged to clients) and book
and merchandise prices shall be established with the advice and consent
of Bureau. |
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| B. |
Contractor shall do no more than ______ pro bono appearances per year. |
| C. |
Contractor shall do no more than ______ 1/2-priced appearances per year. |
| D. |
All
other appearances shall be at full price (the normal fee). |
| E. |
Contractor will provide each client with up to 4 hours of consultation and
prep work as part of his/her normal fee. Contractor must bill each additional
hour of consultation and prep work to the client at a rate of $150 per hour
plus expenses. Contractor shall be responsible for getting Client's written
consent for such work, keeping records and notifying Bureau of such charges. |
| F. |
Contractor shall receive a travel stipend and expense reimbursement as mutually
agreed with client. |
| G. |
Clients shall pay the same fee regardless of whether they contact Contractor
directly or deal with him/her through Bureau's good offices, except for
discounts offered through Bureau marketing efforts. |
| H. |
Clients shall pay all monies directly to Bureau. |
| I. |
Contractor
shall maintain personal income tax records, as Bureau will not make any
withholding or other payments to any government agency on Contractor's behalf.
Contractor agrees to take full responsibility for all applicable tax obligations,
and agrees to indemnify Bureau for any tax liability it may incur by virtue
of any payments made by Bureau to Contractor pursuant to this agreement. |
| J. |
Bureau
shall deduct any sales tax from Contractor's share of proceeds.
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| 8. |
Performance -
The long term viability of the Bureau demands that it develop and maintain
a reputation for quality. Bureau may, at its own discretion, refund some
or all of Contractor's earned fee to Contractor's third party client,
to mollify and make good any real or apparent failure by Contractor to
provide his/her service to said client in a timely and professional manner.
This refund shall be deducted from the amount Bureau would otherwise pass
to Contractor as his/her fee.
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| 9. |
Contractor shall
have sole responsibility for - all of his/her: applicable
tax obligations; routine business expenses (office, phone, fax, email,
auto, insurance etc); medical, dental, vision and mental health expenses
and insurance; and all worker's compensation insurance and expenses of
Contractor and his/her agents, employees and/or assistants. Contractor
agrees to hold harmless and indemnify Bureau for any and all claims arising
out of any injury, disability, death, tax liability, medical condition
or other problem. Contractor Agrees to obtain, and keep current, any and
all licenses that may be required by any federal, state or municipal government
or regulatory body in connection with conducting services by, for and/or
through Bureau.
Contractor agrees to hold harmless and indemnify Bureau for any and all
claims (including
copyright infringement, plagarism or obscenity) arising
from
material Contractor has submitted to Bureau.
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| 10. |
Repeat Business
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Bureau shall receive a minimum 10% commission on any revenue received
by Contractor from a client originally contacted and/or served through
Bureau's good offices, regardless of Bureau's inactivity or non-involvement
with the client at such time.
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11.
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Branding -
Contractor agrees that a centralized branding effort by Bureau is a crucial
aspect of the Bureau's and Contractor' success, and Contractor shall be
fully cooperative in that effort, including: |
| A. |
All materials provided to clients and prospects by Contractor shall be "Bureau
Friendly" - ie - they shall not exhibit Contractor's address, phone
number,. fax number, email address, or website address - but shall exhibit
Bureau's own.
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| B. |
All stationery, contracts and other printed matter seen by clients, prospects
and other third parties, shall be approved by Bureau. |
| C. |
Contractor shall display Bureau's most current logo (in a configuration
approved by Bureau) as an active hyperlink on the home
page and two other pages of Contractor's own website. |
| D. |
Contractor
shall display Bureau's most current logo (in a configuration approved
by Bureau) on: the title and final frame of all power point or overhead
projector material; and on the cover and last sheet of all handout material
used for speeches, seminars and other appearances arranged through/by
Bureau.
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| 12. |
Non-compete, Non Solicitation -
Contractor shall not form or assist the formation of another Speaker's Bureau
or similar agency during the term of this Agreement and for the twenty-four
(24) month period immediately following termination or cancellation of this
Agreement. |
| A. |
Contractor shall not use Bureau's client or prospect lists as a means of
making direct contact with clients or prospects for commercial or business
reasons whatsoever during the term of this agreement and for the twenty-four
(24) month period immediately following termination of this Agreement.
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| B. |
Contractor
is free to use the services of any existing speaker's bureau or similar
agency during the term of this Agreement, except for appearances which
take place within 100 miles of the Orlando City Hall.
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| 13. |
Proprietary Information
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Contractor shall not disclose to any third party, directly or indirectly,
any of Bureau's client lists, prospect lists, speaker lists, vendor lists,
files, records, documents, memoranda, email records, strategic or tactical
plans, procedures, techniques, compilations of information, forecasts,
supporting literature or materials which are regularly used in the marketing
and/or operation of its business, either during the term of this Agreement
or at any time thereafter, except as required to conduct Bureau business.
Bureau shall be entitled to temporary and/or permanent injunctive relief
for any breach or threatened breach by Contractor of this clause, both
during the term of this Agreement and at any time thereafter, without
proof of actual damage to Bureau as a result of such breach.
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| 14. |
Copyrights -
Bureau does, and shall, own the copyright and all attendant rights to
any program, plan or promotional material which it generates during the
term of this Agreement. Bureau shall be free to use these materials at
its discretion. Contractor does, and shall, own the copyright and all
attendant rights to any program or promotional material which he/she independently
generates during the term of this Agreement. Contractor shall be free
to use these materials at his/her discretion.
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15.
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General Provisions -
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| A. |
Changes.
Any modification of this Agreement must be made in writing and signed by
both parties.
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| B. |
Partial
Invalidity. If any provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions shall nevertheless continue in full force. |
| C. |
Law
governing Agreement. This agreement shall be governed by and construed
in accordance with the laws of the State of Florida. |
| D. |
Assignment.
Neither this Agreement nor any duties or obligations under this Agreement
may be assigned by either Contractor or Bureau without written consent by
the other party. |
| E. |
Risk
- Contractor is entering into this agreement for the possibility
of of obtaining bookings and other revenues. Contractor's inclusion in the
Bureau's website, and Bureau's promotional activity on behalf of the website
constitutes provision of that possibility. Because of the complexity of
such endeavors, though, Bureau makes no guarantee or warranty that Contractor
will actually realize any engagements or financial benefit from this agreement. |
| F. |
Termination.
This Agreement shall terminate automatically on the occurrence of any of
the following: |
| (i) |
death of Contractor; or his/her inability to perform up to expectation
(as determined by Bureau); |
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| (ii) |
bankruptcy or insolvency of Bureau; |
| (iii) |
assignment of this Agreement by either party without the express written
consent of the other party; |
| (iv) |
Contractor's failure to adequately carry out the duties required by this
Agreement (as determined by Bureau). |
| (v) |
written notice of said termination, by either party, to the other party |
| G. |
Entire
Agreement. This Agreement constitutes the entire Agreement between
the parties and supersedes any and all other agreements, either oral or
written, between the parties hereto.
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Agreed
by
Bureau |
________________________
Joe
Anderson: CEO, Keynote-Orlando
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Date: |
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Contractor's
Name
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________________________
(print name)
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Agreed
by
Contractor |
________________________
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Date: |
