SPEAKING ENGAGEMENT CONTRACT TERMS

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By applying to speak (the “Form”), at www.sacredeyedentity.com/apply (the “Site”) the following Terms and Conditions shall automatically be incorporated by the person, company, or other entity (the “Speaker”) by this reference into any Agreement, or Exhibit, or Addendum thereto, which is approved and accepted by Sacred Eyedentity (an “Agreement”).  Unless otherwise defined herein, capitalized terms shall have the definitions set forth in the Agreement.  All references to the “Agreement” and the “Event” shall mean in each case an individual Agreement between Speaker and Sacred Eyedentity and the Event which is the subject of that Agreement.  Unless Speaker enters into a separate agreement with Sacred Eyedentity  (SE) that supersedes some or all of the provisions of the following terms (a “Separate Agreement”) the Speaker hereby agrees to be subject to and bound by the following terms and conditions. 

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TERM DEFINITIONS

"Brief" means the written brief or explanatory briefing given to Speaker by SE, setting out the requirements for the Presentation;

 

"Content" means the text, hand-outs, power-point or other materials Used or developed by Speaker for delivery of the Presentation at the Event or for the Webinar, as the case may be;

 

"Delegates" means individuals who attend the event;

 

'Event'' means the conference, symposium, round-table, workshop or other event, specified in the Brief, where a presentation is to be given in person by Speaker;

 

"Intellectual Property Rights" means copyright and related rights, database right, patents, domain names, registered designs, design rights, trademarks, trade names, logos, trade secrets and know how, rights in performances, rights in goodwill or to sue for passing off, moral rights, the right to make applications for registration of any of the above (or rights of a similar nature) anywhere in the world (a) existing now or at any time in the future; and (b) whether registered or registrable or not;

 

"Fee" means the payment due to Speaker from SE, if any, as agreed in the Brief;

 

"Presentation'' means the lecture, address or presentation to be delivered by Speaker at the Event or Webinar

 

"Webinar" means the presentation, specified in the Brief, to be spoken and/or presented, with text materials and visuals, and then delivered online.

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SE OBLIGATIONS

SE shall cooperate with Speaker and provide Speaker with such information as Speaker may reasonably require in order to facilitate Speaker to duly and punctually comply with your obligations under this Agreement. 

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In our dealings with Speaker, SE shall endeavor to respond to any queries in a professional and timely manner. 

 

SPEAKER OBLIGATIONS

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If selected as a Speaker:

1. You agree to present at the specified event. The exact date and time of your presentation will be shared in your
agreement letter.

2. If selected, you agree to meet the following deadlines:

• Confirmation of Acceptance to participate no later than January 15, 2024

• Submit high res photos and your giveaway 3-7 minute meditation video no later than February 1, 2024

• Promote the event on social media 3 times and at least once in email newsletters before event week.

• Write 3 businesses to exchange event info for each other.

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Speaker undertakes to prepare and deliver Presentation at the Event or for the Symposium in accordance with the Brief and this Agreement. 

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As a Speaker, you agree:  (i) to be present at the specified event, which the exact date and time of your presentation will be shared with you through electronic communication; (ii) to let SE record your session and make it available to Event participants, or the general public either at no additional cost or for a fee; (iii) that SE can add your name, topic, and short biography to the Site or any marketing materials; and (iv) to share a minimum of three (3) dedicated solicitations to your database on the dates outlined and selected in the Form.

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Speaker undertakes to submit the Content to SE for approval within the timeframe set out within the Brief. Speaker accepts that time is of the essence in relation to the delivery of the Content. 

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Speaker warrants that the content: (a) materially conforms to the Brief; (b) is written, developed, and prepared with the skill, care, and ability of someone of Speaker’s caliber in Speaker’s field of expertise;  (c) is of a high standard and reasonably suitable for the SE members or audience to whom it is addressed; and (d) does not contain anything which is illegal, blasphemous, defamatory, indecent, or which infringes the statutory or common law rights of any third parties including any Intellectual Property Rights. 

SE takes no responsibility for the Content, relying on Speaker to write and construct this as appropriate. SE may, however, on reviewing the Content (if SE chooses to do so), request that Speaker make changes to the Content, including editing, adapting, and / or altering the Content in other ways so that the Content may be suitable for delivery at the Event or as a Webinar as the case may be.  SE shall endeavor to provide Speaker with sufficient notice and reasons for the requested changes; and shall take Speaker’s views into account wherever possible. 

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Speaker shall not (except with SE’s express prior written permission): (a) save following review and input by SE as to content, format and branding and final written sign-off by SE, issue any questionnaire or give out any assessments, feedback forms, or handouts; (b) give details or information, either to Delegates or to their sponsoring or employing companies, about any fees changed by Speaker to SE. 

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FEES & EXPENSES

At this time there are no fees or expenses due to or from Speaker. 

 

LIMITATIONS OF LIABILITY

Speaker assumes all such risk and expressly rele­­ases, and agrees to indemnify, defend and hold harmless, SE and its shareholders, officers, directors, employees, agents, independent contractors and representatives from any and all claims for such loss, injury, or damages. 

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Furthermore, Speaker releases and discharges SE officers, directors, employees, agents, independent contractors, and representatives from any and all liabilities arising out of, or in any way related to, the Selection, rejection, or removal of Affiliate to or from the Event and enforcement of the Agreement.  

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Speaker also hereby agrees to indemnify, defend and hold harmless SE and its officers, directors, employees, agents, independent contractors, and representatives, from and against any and all losses, damages, suits, claims, causes of action, liabilities, expenses, costs, and attorneys’ fees incurred, arising out of, resulting from Affiliate’s infringement of the intellectual property rights of any third party, or any of its agents, employees, affiliated personnel, officers, directors, shareholders, contractors or representatives, in distributing, selling, or offering to distribute or sell any product or service, in allowing any person to test any product or service, or in offering sample use of any product or service, whether occurring prior to, during or after the Event.

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PROMOTION

Whilst SE endeavors to promote Events and Symposiums and to maximize attendance, the nature of our Events means that we cannot give any warranties that the intended participants or delegates can and will attend the Event or in the case of a Webinar, that they will view or download it, nor that the promotion and / or any publicity expected by Speaker will be generated. 

The following provisions will apply: (i) Speaker may promote the event in whatever manner it determines, subject to these Terms and Conditions, provided that such promotional initiatives and their cost will be the sole responsibility of the Speaker; and (ii) Speaker will neither have any authority to bind or commit SE in any manner nor will Speaker represent to any person that it is an agent of SE or is otherwise authorized to bind SE to any transaction. 

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INTELLECTUAL PROPERTY

Speaker owns all Intellectual Property in the Content and Presentation and nothing in this Agreement transfers any Intellectual Property to SE. In order for SE to obtain the full benefit of Speaker’s Presentation, Speaker grants SE the license set out in the Events and Webinars Clauses, as applicable. 

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Speaker warrants that the Content is an original work and does not infringe on the rights of any third party, including without limitation Intellectual Property Rights. 

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To the extent that the Content contains any third party Intellectual Property Rights (other than SE materials), Speaker warrants that they have obtained from such third party the unrestricted, perpetual, worldwide permission for SE and its licensees to use such Intellectual Property Rights in the Content for the purpose of the Event and in accordance with the licenses granted in the Events Clause. All such third-party Intellectual Property Rights shall be identified and acknowledged by Speaker in the Content. 

Speaker will indemnify and keep SE indemnified at all times against any and all actions, claims, proceedings, costs, and damages, and all legal costs and other expenses reasonably incurred by SE, or for which SE may become liable, with respect to any Intellectual Property Rights infringement claim relating to or arising out of the Content of Speaker’s Presentation. 

 

REFUSAL OF CONTENT

If in the opinion of SE the Content: (a) is not of a standard suitable for a Webinar or the intended Event; (b) does not fulfill the terms of the Brief or this Agreement; or (c) is not provided to SE on or before the specified date of delivery in the Brief, SE will discuss this with Speaker and attempt to resolve any issues in good faith. 

If on conclusion of the discussion outlined above, SE remains of the view that the Content is not suitable, SE may refuse the Content.  If SE refuses the Content, the Brief shall be canceled and Speaker will not be entitled to the payment of any Fee. 

 

CONTENT RELEASE

SE believes in sharing its content as widely as possible.  To that end, sessions held during the Event may be made publicly available through sites such as Vimeo, YouTube, Instagram, and the SE website.  In consideration for the platform provided to you, the Speaker grants SE the right to make recordings of and take photographs of Speaker’s presentation at the Event (the “Records”) and to (i) distribute, broadcast, display, edit, translate, or otherwise disseminate the Records, in whole or in part, without any further approval from the Speaker, throughout the world, in perpetuity, in any and all media now known or hereafter developed, (ii) use the Records for educational purposes, commercial purposes, publicity and promotion of SE and Events in general.  This grant to SE includes, but is not limited to, the right to use the Records either alone or together with supporting information, such as Speaker’s name, voice photograph, likeness, and biographical data. 

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Speaker agrees to release SE, and its officers, licensees, and assignees, from any and all claims Speaker may have arising out of Speaker’s participation in the Event and the uses of the Records.  Additionally, waives any rights to royalties or other compensation arising or related to the use of Affiliate’s image or recording. Speaker will be consulted about the use of photographs or video recording for any purpose other than those listed above. 

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There is no time limit on the validity of this release nor is there any geographic limitation on where these materials may be distributed.

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This release applies to photographic, audio, or video recordings collected as part of the sessions listed on this document only.

 

TERM AND TERMINATION

This agreement will remain in force unless terminated by either Speaker or SE in accordance with this Clause.  During the term of this agreement, SE is not obligated to provide Speaker with any Briefs, and Speaker is not obligated to give any Presentations unless we have agreed to a Brief. 

Where there are no outstanding Briefs, either party may terminate this Agreement with written notice.  Where there is an outstanding Brief, termination under this Clause shall not take effect until the Presentation related to that Brief has been completed. 

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Either party may immediately terminate this Agreement by giving written notice to the other party if the other party: (i) materially breaches the Agreement and fails to remedy such breach within 30 days of notice given by the party, not in breach to the other; (ii) materially breaches the Agreement where such breach is not capable of remedy; (iii) does anything which, in the reasonable opinion of the injured party, could damage or otherwise bring into disrepute and reputation of the injured party; or (iv) goes into liquidation, receivership, administrative receivership, administration, becomes insolvent or ceases trading or a petition is presented for its winding-up or bankruptcy. 

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In the event of termination of this Agreement: (i) any Brief not fulfilled a the date termination takes effect shall be canceled, (ii) SE will be under no obligation to pay the Fee and Speaker will have no entitlement to the Fee; and (iii) SE may, at our reasonable discretion and subject to the Limitations and Liability Clause, refund to Speaker any reasonable expenses already incurred but not paid prior to termination. 

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Speaker will be entitled to immediately cancel any Brief by giving SE notice in writing if: (a) SE announces that the Event, or the relevant part thereof, is canceled and will not be rescheduled; (b) SE substantially changes the nature or requirements of the Brief or the Event; or (c)  the Event is postponed. 

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SE may cancel any Brief on giving Speaker 14 days’ notice in writing if: (i) (in SE’s view) insufficient numbers of Delegates sign up to attend the Event or in the case of a Webinar, sign up for viewing or download; or (ii) the Event or Webinar in SE’s opinion is no longer practicable or financially viable for whatever reason. 

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Where Speaker cancels a Brief otherwise in accordance with the Term and Termination Clause or without other reasonable explanation (as determined in SE’s absolute discretion), Speaker will use their best endeavors to work with SE to minimize the costs of replacing Speaker, which may include assisting WIN to find a replacement Speaker for the Event or Webinar and / or providing the Presentation or parts thereof to the replacement Speaker. 

 

CONFIDENTIALITY

Each party agrees with the other that they will maintain the other party’s confidentiality and will not make any unauthorized Use of any private or confidential information about the other party and their business, members, customers, or its private and financial affairs, as the case may be. 

This restriction does not apply to: (a) any Use or disclosure authorized by SE or required by law; or (b) any information which is already in, or comes into, the public domain otherwise than through Speaker’s unauthorized disclosure. 

Notwithstanding these terms, the provisions of this Clause will survive expiry or termination (howsoever effected) of this Agreement. 

 

SPEAKER STATUS

The parties agree that the relationship of Speaker to SE will be that of an independent contractor and that Speaker is not our employee, worker, partner, or agent. Speaker shall be solely responsible for the payment of their income tax and insurance and Speaker shall not be entitled to the provision of any employee benefits from SE nor shall SE be required to pay any sick pay, holiday pay, or insurance on behalf of Speaker. Speaker shall also be responsible for the payment of any and all taxes of any kind resulting from the services Speaker performs. 

Speaker warrants and represents that they will not be in breach of any contractual obligation binding Speaker by reason of entering into this Agreement or of performing the services. 

Speaker shall indemnify and keep SE fully indemnified against all costs (including legal costs), claims, demands, deductions, contributions, assessment, expenses, penalties, fines, interest, and liabilities arising out of or in connection with (i) any claim, finding, or determination that Speaker is an employee, worker, or agent of SE (including our costs of terminating any employment or alleged employment), (ii) any claim, finding, or determination by the relevant tax or regulatory authorities that SE is obliged to make tax or insurance (or equivalent) contributions or social security contributions on the basis that Speaker are, or deemed to be, and employee, worker, or agent of SE, and / or (iii) any breach by Speaker of the warranty in the above Clause. 

 

EVENTS

Where Speaker is to give a Presentation at an Event, the following terms shall also apply: (i) Speaker grants SE a non-exclusive, royalty-free, worldwide limited license, to distribute copies of the Content and Presentation to Delegates, SE members, and other interested persons either electronically or online; (ii) The venue, event name, and event date are indicative only and SE reserves the right to alter them.  Information given in any advance notification, program, agenda, or mailing is indicative only and SE gives no warranty or undertaking that the Event will comply with the same. Subject to the Term and Termination Clause, the Brief will remain in place notwithstanding such changes or alterations. 

 

WEBINAR

Where Speaker is to give a Presentation through an Event or Webinar, the following conditions shall also apply: (a) SE shall be responsible for recording and production of the Webinar; (b) SE shall be under no obligation to deliver the Webinar within any specified period of time but shall endeavour to have it available within the timeframe indicated in the Brief, if any; (c) SE will be the owner of the copyright in the sound recording and film of the Webinar; (d) Speaker consents to their voiceover and / or performance being recorded and included in the Webinar; (e) Speaker hereby grants to SE a on-exclusive perpetual, irrevocable, royalty free, worldwide license in all languages and all media to Use, reproduce, and publish the Content and Presention and / or any extracts thereof in the media and territory set out in the Brief; and (f) the Fee is inclusive of any rights to further license fees, residuals, fees for rental right, or any equitable remuneration in respect of the Use of Speaker’s Presentation. 

 

MISCELLANEOUS

This Agreement and the Brief constitutes the entire agreement between Speaker and SE. Each party agrees that they do not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement or the Brief. 

Speaker shall not assign any of their rights or obligations under this Agreement without SE’s prior written consent. 

Speaker may, with the prior written approval of SE and subject to the following proviso, appoint a suitably qualified and skilled Substitute to deliver the Presentation instead of Speaker, provided that the Substitute shall be required to enter into direct undertakings with WIN, including with regard to confidentiality. 

The rights and liabilities of the parties hereto are binding on, and shall inure to benefit of, the parties and their respective successors and permitted assigns. 

Any variation to the provisions of this Agreement shall have no effect unless expressly agreed in writing and signed by a duly authorized representative of SE. 

 

GOVERNING LAW

This Agreement is governed by the laws of the State of Massachusetts without reference to any conflict of laws provisions that would require the application of the laws of any other jurisdiction.  Affiliate irrevocably consents to the personal jurisdiction of the state and federal courts located in Massachusetts.  Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement. 

Company: Sacred Eyedentity
Founder and Designer Mary Ladybird
Email: sacredeyedentity@gmail.com                                                                 
Business Address: 11 Coventry Rd., Grafton, MA 01519
Date created and/or last modified: December 16, 2023