AGREEMENT BETWEEN TEDxSTANLEYPARK & CONFIRMED SPEAKER

Transcription

1 AGREEMENT BETWEEN TEDxSTANLEYPARK & CONFIRMED SPEAKER THIS AGREEMENT (the Agreement ) is made as of the day of, 2017 BETWEEN: TEDxStanleyPark, a division of Waterford Executive Services Ltd., having an address for notice at Beach Avenue, Vancouver, British Columbia, V6G 1Z3 ( TEDxStanleyPark ) AND of (the Speaker or Confirmed Speaker ). BACKGROUND A. TEDxStanleyPark is in the business of hosting an annual conference that spotlights and offers solutions to a diverse range of humanity s tough challenges so that attendees are inspired to take brave actions that change lives and improve the world (the Conference or Event ); B. TEDxStanleyPark operates under license from TED Conferences LLC. ( TED ) through its nominee Roger Killen and is obligated to comply with the terms of the license including the limitations imposed by it; C. The Conference features 12 live talks on a diverse range of topics, 4 energizing performances and 3 TED Talk videos. These are intended to explore ideas, foster learning, invoke wonder and visionary insights, and provoke conversations that matter; D. The next (fifth) TEDxStanleyPark Conference will take place on Saturday, March 3, 2018 at the Queen Elizabeth Theatre in downtown Vancouver. This theatre accommodates 2,683 live attendees. The Conference will be simultaneously live-streamed on the internet and viewers will subsequently be able to watch the 12 talks on YouTube; 1

2 E. The Speaker has applied to be a speaker at the Conference and subject to the terms and conditions below, TEDxStanleyPark has agreed to appoint the Speaker as a Confirmed Speaker. TERMS OF AGREEMENT In consideration of the premises and covenants and agreements contained in this Agreement and for good and valuable consideration (the receipt and adequacy of which is acknowledged), the parties agree as follows: ARTICLE 1 TEDxSTANLEYPARK WILL PROVIDE TO THE SPEAKER As per TED s rules, the Speaker will not be remunerated in monetary terms or cash. However, in consideration of the Speaker providing the services described in Article 2 and strictly complying with the terms of this Agreement, TEDxStanleyPark will provide the Speaker with tangible value by way of the following: 1. Platform: TEDxStanleyPark will provide the Speaker with a platform at the Conference from which the Speaker can share his/her important message with the world. 2. Presentation Training: Through written guides and the efforts of the Producer and volunteers, TEDxStanleyPark will endeavour to assist the Speaker to design, develop and deliver a high-quality talk. 3. Explainer Video: TEDxStanleyPark will write a script and produce a short explainer video that is 30 to 45 seconds long. In this video, the Speaker describes his/her talk. This video will be posted onto the TEDxStanleyPark website. 4. Promotional Video: TEDxStanleyPark will write a script and produce a short promotional video that is 60 to 90 seconds long. In this video, the Speaker describes his/her talk. This video is provided to the Speaker as a tool to populate his/her reserved VIP seats see Article 2 12 below. 5. Local Publicity: TEDxStanleyPark will use 6 channels to promote the Speaker: a. TEDxStanleyPark will run a media relations campaign in advance of its Event and the Speaker may be interviewed by producers, journalists, bloggers and podcasters at their discretion; 2

3 b. Live audience TEDxStanleyPark will use its best efforts to fill as many of the 2,683 seats at the Queen Elizabeth Theatre as reasonably possible; c. Livestream The Conference will be livestreamed/webcast to enable the Speaker s talk to be viewed online, in high-definition, in real time from anywhere in the world with an Internet connection; viewers will not be charged a fee by TEDxStanleyPark to view the Speaker s talk; d. Website The Speaker and her/his talk will be featured on the TEDxStanleyPark website e. Program Guide The Speaker and his/her photo will be featured in the TEDxStanleyPark 2018 program guide; and f. Video Following editing and uploading, the Speaker s talk will appear on: i. the TEDx channel on YouTube ii. the TEDxStanleyPark website and iii. TED.com, if TED selects the Speaker s talk to be a TED Talk Video 6. Video: TEDxStanleyPark will produce, edit and upload a video of the Speaker s talk to the TEDx YouTube channel This video will be free to download, republish or share under the Creative Commons License. The Speaker will be allowed to embed this video on his/her website and other media. The Speaker understands that he/she has no right to review or approve, or insist that edits be made to this video. If the Speaker requests that changes be made to his/her video and TEDxStanleyPark agrees to make these changes in its sole discretion, the cost of the changes will be paid by the Speaker. 7. Complimentary Tickets: The Speaker will receive 2 complimentary VIP tickets to the Conference. One of these tickets is for the Speaker s own use and the other is for the Speaker s guest. Neither ticket can be sold or gifted. 8. Guest seating The Speaker may host his/her guests in some of the best seats in the Queen Elizabeth Theatre on the following basis: a. Each VIP row is a reserved row containing either 14 or 16 seats in the right centre, centre or left centre of the Orchestra Section at the Queen Elizabeth Theatre; b. The price per VIP seat is $127 + GST; 3

4 c. Each VIP ticket includes bonuses whose aggregate value exceeds the ticket price; d. The Speaker must use his/her 2 free VIP tickets to sit with his/her guests; and e. These seats are subject to availability. ARTICLE 2 THE SPEAKER WILL PROVIDE TO TEDxSTANLEYPARK In consideration of TEDxStanleyPark providing the items described in Article 1 and approving him/her as a Confirmed Speaker at the Conference, the Speaker will strictly comply with the following understandings, undertakings, representations and warranties: 1. Materials: The Speaker undertakes to provide TEDxStanleyPark with the following, by no later than September 18, 2017 or such other date stipulated by TEDxStanleyPark: a. Talk description 30 words maximum; b. Bio 30 words maximum; c. Co-ordinates address, phone, public , social media addresses and website URL; d. List of sources of additional topic information; e. List of calls(s) to action; f. Tweetable quotes; and g. Signed TEDxStanleyPark Permission Release that gives TED and TEDxStanleyPark the right to edit and distribute the video of the Speaker s presentation and Publicity Waiver & Release favouring TEDxStanleyPark. TEDxStanleyPark has the right to edit and format the content provided by the Speaker to best serve its attendees and the TEDxStanleyPark and TED brand standards. 2. Dedicate sufficient time, energy and focus: The Speaker understands that it takes considerable time, energy and focus to develop, practice, rehearse and deliver a talk that meets TEDxStanleyPark s high standards and leads to a standing ovation and attendees taking brave action. The Speaker undertakes to make his/her Conference talk a top priority and dedicate the necessary time, energy and focus required to develop, practice, rehearse and deliver a high-quality talk. Failure to do so, can result in a drop in the quality of the entire Conference. 4

5 3. Be accessible and responsive: The Speaker is aware that from time to time and often at short notice, the TEDxStanleyPark team may need to speak or connect with him/her. The Speaker undertakes to be accessible and to respond to requests for information in 24 hours or less. 4. Be coachable: TEDxStanleyPark has considerable experience in producing conferences of a high standard and understands the nuances of successful TEDx Talks. The Speaker undertakes to accept and act on the guidance and suggestions made by the Producer and any volunteer coaches appointed by TEDxStanleyPark. 5. Be a person of good repute: TEDxStanleyPark s reputation is perhaps its most valuable asset. The Speaker warrants that there is nothing in his/her history and background indicating that he or she is controversial, of ill repute, has been criminally convicted or of questionable moral turpitude such that it may cause possible loss or damage to the reputational capital of TEDxStanleyPark. 6. Adequately Prepare for and Attend Rehearsals and the Conference: The Speaker undertakes that in addition to several rounds of practise and rehearsals, the Speaker is required to attend: a. A promotional and explainer video shoot and photo session on Saturday, Sunday or Monday, September 16, 17 or 18, 2017; b. A training session on Saturday, October 7, 2017; c. 3 rehearsals on: I. Saturday or Sunday, December 9 or 10, 2017 II. Saturday or Sunday, January 13 or 14, 2018 III. Saturday or Sunday, February 3 or 4, 2018; d. A stage familiarization evening at the Queen Elizabeth Theatre on March 2, 2018; e. March 3, 2018 Conference; and f. A training session on promoting views of his/her video on Saturday, March 17, Unless otherwise approved by TEDxStanleyPark in its sole discretion, in-person attendance is required at each of these sessions at the Speaker s expense. Exceptions 5

6 will be considered if a speaker resides more than 4 hours driving distance from downtown Vancouver, British Columbia. If the Speaker fails to attend the video or photo shoot on the dates assigned, the Speaker agrees to pay all additional costs of arranging a special shooting date for the Speaker. 7. No self-promotion or commercial agenda: The Speaker understands and agrees that his/her talk or props at the Conference shall not include any form of self-promotion, selling, pitching or plug for his/her goods or services or any business or organisation with which the Speaker is associated. In addition, the Speaker must adhere to TED s Content Guidelines as they may be amended from time to time. These include but are not limited to (a) using only good science and (b) no selling, political agendas or religious proselytizing. 8. Reach Consensus on the Script: The Speaker understands and agrees that the script of his/her presentation must be approved in advance by TEDxStanleyPark. Throughout, the Speaker shall cooperate and be reasonable in accepting the feedback and suggestions for improvement of his/her script made by TEDxStanleyPark. 9. Make no last-minute changes: The final sign-off date for the script is January 20, Once signed off by TEDxStanleyPark, the Speaker undertakes not to change any aspect of the talk that he/she delivers at the final rehearsal, without the express agreement of the Producer of TEDxStanleyPark. 10. Be A Team Player: The Speaker acknowledges that the success of the Conference, and the accomplishment of TEDxStanleyPark s mission to Inspire Brave Actions and providing a red-carpet experience at every touch-point, depend on every member of the team, especially the Speakers, working as a team and adhering to the core values of TEDxStanleyPark. A Speaker that is high maintenance, disruptive, intransigent, seeks special treatment, does not adhere to deadlines or directions is not considered a Team Player. The Speaker undertakes to comply with the letter and spirit of this provision and be a team player. 11. Wear Appropriate Clothes & Attire: The Speaker agrees to follow all guidelines that are given by TEDxStanleyPark with respect to the clothes and attire that the Speaker 6

7 wears at the Conference and media interviews. These guidelines are intended to enhance the quality of the video(s) and abide by the standards of decency and decorum set by TEDxStanleyPark. 12. Support TEDxStanleyPark s Marketing Efforts The Speaker understands that marketing the Conference and filling all 2,683 seats is a shared responsibility and undertakes to: a. Work with TEDxStanleyPark to make a promotional video and explainer video; b. Vigorously canvass the sale of VIP seats to his/her network using the promotional video, customised messages supplied by TEDxStanleyPark and other marketing collateral; c. Grant interviews to those producers, journalists, bloggers and podcasters that are introduced to him/her by TEDxStanleyPark; and d. or use the hashtag #TEDxStanleyPark when sharing any content related to TEDxStanleyPark on social media. 13. Support TEDxStanleyPark s efforts to give attendees a red carpet experience and undertakes to: a. Be accessible to attendees in the Queen Elizabeth Theatre lobby during the midmorning and mid-afternoon breaks and for parts of the lunch break on March 3, 2018; b. Attend a private luncheon (if required) on March 3, 2018 to make additional comments and answer attendees questions; c. Respond courteously at least once to all attendees who reach out by ; d. Attend the after party (if any) and network with attendees; and e. Attend a lunch or dinner with a door prize winner if that door prize winner selects him/her as part of the door prize. 14. Promote video views: The Speaker undertakes to promote his/her video of the talk and respond with courtesy to every comment that is made on his/her video page on YouTube and elsewhere on social media or print. Furthermore, the Speaker undertakes to support other speakers by viewing, commenting on and sharing their videos once they are released on YouTube. 7

8 15. No Reimbursement of Costs or Expenses: The Speaker understands and agrees that any costs and out-of-pocket expenses that she/he may incur at any stage or for any reason in relation to the Conference are solely for her/his account and TEDxStanleyPark shall not reimburse any of them. ARTICLE 3 Approval is Provisional and Conditional 1. The Speaker understands and agrees that notwithstanding anything stated herein, her/his selection as a Confirmed Speaker is provisional and conditional upon the Speaker continuing to meet the terms of this Agreement and her/his obligations throughout. 2. If the Speaker fails to perform or violates any of the undertakings or terms and conditions described in Article 2 above or any part of this Agreement, TEDxStanleyPark has the unfettered right in its sole discretion to unilaterally terminate the Speaker and his/her further participation in the Conference. Further, TEDxStanleyPark will not be required to provide the Speaker with notice or any form of compensation for such termination. In the event of such termination, the Speaker shall have no entitlement to any costs or damages howsoever arising including but not limited to a refund of any tickets purchased by the Speaker or his/her guests. 3. In addition to the above, if the Speaker engages in any egregious conduct or to a meaningful extent, fails to perform or violates any of the undertakings, terms or representations made herein, TEDxStanleyPark reserves the unfettered right to refuse to upload the Speaker s talk on the channels enumerated in Article 1 5f above. ARTICLE 4 Speaker to Indemnify and save TEDxStanleyPark Harmless The Speaker agrees to indemnify and save harmless TEDxStanleyPark from all liabilities, claims, actions, damages, costs, loss or expense of whatever kind and demands suffered or incurred by TEDxStanleyPark or its contractors in connection with: 1. Any breach by the Speaker of any undertaking, representation or warranty contained in this Agreement; and 2. Any breach or non-performance by the Speaker of any undertaking given or to be performed by Speaker that is contained in this Agreement. 8

9 ARTICLE 5 - MISCELLANEOUS 1. Time of Essence - Time is of the essence of this Agreement. 2. Further Assurances - Each of the parties will execute and deliver such further documents and instruments and do such acts and things as may, before or after execution, be reasonably required by another party to carry out the full intent and meaning of this Agreement. 3. Proper Law - This Agreement will be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of British Columbia. 4. Entire Agreement - This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement. 5. Severability: If any term of this Agreement is determined to be invalid or unenforceable, in whole or in part, the invalidity or unenforceability will attach only to that term or part term, and the remaining part of the term and all other terms of this Agreement will continue in full force and effect. The parties will negotiate in good faith to agree to a substitute term that will be as close as possible to the intention of any invalid or unenforceable term while being valid and enforceable. The invalidity or unenforceability of any term in any particular jurisdiction will not affect its validity or enforceability in any other jurisdiction where it is valid or enforceable. 6. Counterparts - This Agreement may be executed in one or more counterparts and all such counterparts shall constitute one and the same document. Signed counterparts may be exchanged by transmission with the same effect as if the parties had concurrently signed and exchanged the same original copy of this Agreement. 7. Benefit of the Agreement: This Agreement shall enure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and permitted assigns of the parties hereto. 8. Amendment and Waiver No modification of or amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by the parties hereto and 9

10 no waiver of any breach of any term or provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided, shall be limited to the specific breach waived. The failure of a party to take action or exercise its available remedies in respect of any breach of any term or provision of this Agreement shall not be or construed to be a waiver of such breach or a continuing waiver, any such waiver of any kind or manner being required to be made in writing and signed by the party purporting to give the same. AS EVIDENCE OF THEIR AGREEMENT the parties have executed this Agreement as of the date and year first above written. per: (Speaker) Speaker s Name: TEDxStanleyPark (a division of Waterford Executive Services Ltd.) per: Roger Killen Producer 10