This Speaker Agreement (the “Agreement”) is made and entered by and between the undersigned individual(s) and/or entity (collectively, “Speaker”) and Clarion Events, Inc. and its subsidiaries and affiliates (“Clarion”).  This Agreement outlines the terms and conditions governing Speaker’s presentation for POWERGEN (the “Event”) and the content of Speaker’s presentation, including all conference presentation documents, files and Speaker’s other materials related thereto (the “Works”).

WHEREAS, Clarion has given Speaker the opportunity to speak and present the Works at the Event; and

WHEREAS, Speaker recognizes the value in such opportunity; and

WHEREAS, in consideration of such opportunity, Speaker agrees to allow Clarion to utilize the Works for the Event and as otherwise set forth herein;

NOW, THEREFORE, in consideration of the mutual premises and promises set forth above and below, Clarion and Speaker agree as follows:

  1. Speaker represents and warrants that Speaker is the sole and exclusive owner of the Works and has the full right and authority to grant the rights and licenses to Clarion set forth herein. Speaker further represents and warrants that the Works do not now and will not infringe any patents, copyrights, trademarks, trade secrets, privacy, publicity, or other rights of any person or entity and do not contain any defamatory, disparaging, unlawful, or objectionable material and are in compliance with all laws, statutes, orders, rules, and regulations applicable to such Works. Speaker will defend, indemnify, and hold Clarion, its employees, shareholders, directors, officers, representatives, and agents, harmless against any suit, action, damages, and other liability arising out of any claim based on breach of the above representations.
  2. Speaker hereby grants to Clarion a paid-up, unlimited, worldwide, irrevocable, royalty-free, and perpetual license for the Works to (i) reproduce, record in audio and/or video, reformat, digitize and distribute the Works in all languages and in all media of expression now known or later developed, including but not limited to printed and electronic digital formats, online access to a website or database that includes the Works, mobile applications and any other form, format or medium in which the Works may exist; (ii) use the Works to prepare compilations of the Event and/or derivative works from the Works; and (iii) publicly perform, display, exhibit, broadcast, sell, use, license and otherwise use the Works.  Upon Clarion's written request, Speaker will provide copies of the Works to Clarion in an electronically modifiable file format and consents to Clarion’s use of Speaker’s name, biographical information and photographs or other likeness in connection with the Event and any subsequent use of the Works by Clarion. For the avoidance of doubt, Speaker shall not have any ownership or other rights to Clarion’s uses of the Works.
  3. Speaker acknowledges that, unless otherwise agreed in writing in a document signed by Clarion, Speaker will not receive an honorarium or professional fee for the Event or Works, nor reimburse Speaker for any expenses related to this Agreement or Event.  Speaker is obligated to attend the Event, create the subject presentation subject to Clarion’s approval, and agrees not to promote or sell Speaker’s products or services during the presentation, except with Clarion's prior written consent.  Speaker may not assign or delegate Speaker’s presentation to others or add co-presenters without Clarion’s prior written consent.  Speaker agrees to receive email communications from Clarion regarding the Event and the Works.
  4. Speaker understands and agrees that Clarion owns its own Background IP, which is defined as intellectual property owned by, licensed to or otherwise controlled by Clarion, including the names and logos associated with Clarion, or which is created independently of this Agreement without contribution from Speaker.  Nothing in this Agreement conveys any ownership rights to any Background Intellectual Property. Speaker acknowledges and agrees that Clarion’s Background IP and business possess a special, unique, and extraordinary character which makes it difficult to assess the monetary damage which would be sustained by the unauthorized use of its Background IP or business. Any invention, work, document, information, or other material created by Speaker for Clarion during the course of this Agreement is deemed a work made for hire and owned exclusively by Clarion.  If it is necessary for Speaker to provide a license to such work to Clarion, Speaker hereby provides such a paid-up, unlimited, irrevocable, royalty-free, worldwide, perpetual license. Any invention, work, document, information, or other material created by Clarion during the course of this Agreement, whether in whole or part, is owned exclusively by Clarion.
  5. This Agreement does not create, and Clarion and Speaker stipulate and agree that this Agreement shall not be construed to create, any agency relationship, employer/employee relationship, joint venture, or partnership by or between Clarion and Speaker.    Clarion in the course and scope of its activities in the furnishing of services under this Agreement, is contemplated and stipulated to be an independent contractor for any and all purposes.
  6. Speaker acknowledges and agrees that all information concerning Clarion and its projects is confidential and proprietary unless Clarion has made the information public, it has been part of the public domain or otherwise generally available to the public through means other than improper disclosure, or it has become available to Speaker from sources other than Clarion having the legal right to disclose and authorize the use of such information.  All such information is the property of Clarion.  Speaker further understands that all disclosures to Speaker of Confidential Information are made in strict confidence.  Without limiting the generality of the foregoing, Confidential Information shall mean, without limitation, (i) any oral, written, graphic, or machine-readable information that relates to technical or business information of Clarion, research, developments, products, trade secrets, and inventions; (ii) Clarion’s business and financial methods and practices, pricing and selling techniques, price lists, software listings or printouts, computer programs, lists of Clarion’s clients, advertisers, exhibitors, subscribers, and customers; (iii) client, advertiser, exhibitor, subscriber, and customers record cards; (iv) client, advertiser, exhibitor, subscriber, and customer files; (v) credit and financial data of Clarion’s suppliers and present and prospective clients, advertisers, exhibitors, subscribers, and customers; (vi) particular business requirements of Clarion’s present and prospective clients, advertisers, exhibitors, subscribers, and customers; and (vii) any other business information that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.  Except as required by law or judicial order, Speaker, its employees, agents, representatives, contractors or subcontractors (if any), shall not disclose any Confidential Information to anyone who is not an authorized employee, officer or director of Clarion, or representative designated in writing by Clarion, nor use such Confidential Information other than for Clarion’s business, either during the period for which Speaker is retained or at any time thereafter without Clarion’s prior express written permission.  Speaker shall inform its employees, agents, representatives, contractors and subcontractors, if any, of the covenants contained in this Agreement.  Speaker acknowledges and agrees that Confidential Information provides Clarion with a competitive advantage and that improper use or disclosure of Confidential Information will cause immediate and irreparable damage to Clarion.   
  7. Speaker shall, at its own expense, provide and keep in full force and effect during the term of the Agreement a policy of general liability and professional liability insurance to cover any acts committed by Speaker during the performance of any duties under this Agreement which may cause damage, and its indemnification obligations described below, and add Clarion as an additional insured to its policy. 
  8. Speaker agrees to defend, indemnify, and hold Clarion, its employees, officers, directors, shareholders, attorneys and agents (collectively referred to as “Covered Persons”), harmless from and against any and all damages, expenses (including, without limitation, attorneys’ fees, expert witness fees, investigative expenses, accountant expenses, and other costs of defense and/or litigation), liabilities, losses, charges, claims, and causes of action arising from sickness, injuries or damage to, or death, of any person or damage to, or loss of any property caused by any act or omission of Speaker, its employee(s), agents, contractors, or subcontractors, or arising from Speaker’s failure to perform its obligations under this Agreement or other actions or omissions related to the Agreement.  Speaker further agrees to defend, indemnify, and hold Clarion and Covered Persons harmless from and against any and all damages, expenses (including attorneys’ fees), liabilities, claims, assessments, or taxes by any governmental or other agency arising out of or relating to Speaker’s or its employee(s)’, agents’, contractors’, or subcontractors’ delivery of goods or services to Clarion under this Agreement.
  9. Clarion’s liability to Speaker related to this Agreement shall not exceed the amount actually paid by Speaker to Clarion within in the previous six (6) months.  Under no circumstances shall Clarion be liable to Speaker for any special, consequential, or indirect damages, or loss of profits or other similar losses, costs, or expenses.
  10. For a period of eighteen (18) months immediately following the Event, Speaker shall not either directly or indirectly compete with Clarion (as determined by Clarion) or solicit, induce, recruit or encourage any employees of Clarion, or its affiliates, to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of Clarion, or its affiliates, and/or any suppliers, customers, vendors, exhibitors, sponsors, or consultants of the Clarion, or its affiliates, either for Speaker or for any other person or entity, nor shall Speaker disparage Clarion or otherwise do or say anything that could reasonably expected to harm the business or interests of reputation of Clarion.  In the event of Speaker’s breach of this clause, Clarion may seek to enforce any and all available rights and remedies against Speaker, including injunctive relief and liquidated damages in the amount of $200,000.  For the avoidance of doubt, nothing in this Agreement prohibits Clarion from entering into agreements or business relationships with parties with whom Speaker competes.
  11. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be severable from the remainder of this Agreement, and the remainder of the Agreement shall remain valid and enforceable.  In lieu thereof, there shall be added a provision as similar in terms to the removed provision as may be possible and be legal, valid, and enforceable. 
  12. This Agreement shall be governed by and construed in accordance with the federal laws of the United States and the laws of the State of Delaware. The Parties hereby irrevocably consent to the exclusive jurisdiction of the state and federal courts in New Castle County, Delaware for any claim arising from or otherwise related to this Agreement.
  13. This Agreement and the rights, interests, obligations and duties hereunder may not be assigned by Speaker without the express, written permission of an authorized officer of Clarion.  This Agreement is intended to benefit and may be enforced by the successors or assigns of Clarion.
  14. This Agreement, along with any Schedule(s), constitutes the entire agreement between Clarion and Speaker specifically regarding this speaking opportunity and supersedes all other oral or written communications, representations, understandings, undertakings, or agreements between Speaker and Clarion specifically regarding this speaking opportunity. 
  15. This Agreement, unless specifically provided for herein, may be amended only by way of a writing executed by an authorized officer of Clarion and Speaker.
  16. Speaker represents and warrants that it has the power to enter into this Agreement and to perform the obligations hereunder, and that it has obtained any necessary third-party authorizations to enter into and act under this Agreement, and that the terms of this Agreement do not conflict with or violate any third-party agreements with Speaker or with any other obligations of Speaker.   
  17. The individuals signing this Agreement acknowledge and represent they have read and understand this Agreement and have the express authority to sign this Agreement. 
  18. This Agreement may be executed in multiple original counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument. 
  19. Each party has cooperated in the drafting and preparation of this Agreement. Hence, in any construction or interpretation of this Agreement, the same shall not be construed against any party on the basis that the party was the drafter.