SBC TERMS AND CONDITIONS OF VIRTUAL APPEARANCE AGREEMENT – SBC, HOST & SPEAKER
  1. ORDER OF PRECEDENCE: This Agreement consists of the “Statement of Work” and these “Terms and Conditions – SBC, Host Organization & Speaker” (together, hereinafter “the Agreement”). In the event of a conflict between the Statement of Work and the Terms and Conditions, the Statement of Work shall control the extent of the conflict.
  2. PARTIES: Speakers Bureau of Canada (hereinafter “SBC”), Speaker (hereinafter “Speaker”), and Host Organization (hereinafter “Host” or “Host Organization”) are each a “Party” and collectively the “Parties”, are signatories to this Agreement. The Parties will be identified in full in the Statement of Work. This Agreement shall not in any way be construed to create a partnership or any form of joint venture undertaking between the Parties, nor shall it be construed in any way that would make SBC liable for any obligation that might be incurred by the Host Organization. This document is the Agreement between all Parties that the following scheduled Engagement will take place with the agreed terms and conditions.
  3. SPEAKER IS AN INDEPENDENT CONTRACTOR: The Parties acknowledge that the Speaker is an independent contractor and is not the employee, member, manager, owner, officer, partner, joint venturer, or agent of either Party. As an independent contractor, the Speaker shall have exclusive control over the means, method, and details of the speaking services outlined in this Agreement. It is understood that the Speaker, as an independent contractor, shall assume responsibility and liability for the payment of their federal income tax, provincial income tax, non-resident tax, GST/HST, and provincial sales tax if applicable, including but not limited to social security, public liability, and worker’s compensation insurance. The Speaker shall indemnify and save harmless the Host Organization and SBC from and against all charges, penalties, or damages arising from the Speaker failing to collect and remit any of the foregoing taxes in connection with this Agreement as required by law.
  4. RELATIONSHIP OF SBC AND SPEAKER: The Parties agree that SBC and the Speaker shall have a committed relationship in trust and the terms of that Agreement obligate the Speaker to perform the Engagement as described herein. Notwithstanding either Agreement, the Parties agree that neither SBC nor the Speaker is responsible for any act or omission on the part of the other.
  5. NON-ASSIGNABILITY: It is agreed that this Agreement is not assignable in whole or in part by any Party without the prior written approval of the other Parties.
  6. TAX WITHHOLDING REQUIREMENT: If applicable, it is understood that the Host Organization may be required by law to withhold federal, provincial, and local income taxes in certain Canadian jurisdictions and/or to withhold foreign income taxes in certain foreign countries. These taxes will be withheld from the fees due to the Speaker only as required by law. Such withheld fees shall be remitted to the appropriate jurisdiction by the Host Organization on the Speaker’s behalf. The Speaker’s fee payment invoice will indicate any deductions made. A tax receipt will be issued for any non-resident withholding taxes once filed and received back from authorities the following year.
  7. PAYMENT OF EVENT RELATED TAXES: In the event that there are any sales taxes, admission taxes, user fees or other charges, taxes, or fees of any kind levied by the jurisdiction where the Engagement is to take place, the Host Organization shall be wholly responsible for any and all such taxes, fees, and expenses.
  8. PAYMENT TERMS: The Host Organization shall strictly comply with the payment terms set out in this Agreement. The timing of payments is of the essence. All payments shall be made to SBC in the manner set forth in this Agreement. In the event that any payment is not received by the due date, such non-payment constitutes a material breach of this Agreement. The acceptance by SBC of any payment after the due date shall not be construed to be a waiver of any other right SBC may have per this agreement. SBC is responsible for all payments to the Speaker unless otherwise described in this Agreement. All parties are required by law to pay Provincial and Federal Taxes regarding the Engagement.
  9. REMEDIES: In the event, the Host Organization fails to perform any of its obligations as required in this Agreement, the Speaker shall have the right to refuse to perform. If such failure to perform occurs prior to sixty (60) days before the scheduled date of the Engagement, 50% of the total Fee shall be due and payable immediately to SBC, provided Speaker or SBC has provided notice to the Host Organization of the breach and Host Organization has been given an opportunity to rectify or resolve any such breach.
  10. APPROPRIATE VENUE: If the Host Organization requests the Speaker to attend a production studio supplied by the Host, the Host Organization must inform and educate the Speaker on the logistics involved at the production studio provided by the Host for the Speaker. The Host Organization is responsible for providing all equipment and venue facilities conducive to the Engagement. If applicable, if more than one (1) representative of the Host Organization will be attending the Engagement in the same location and/or there is any venue involved in the Engagement including production studios supplied by the Host, the Host is responsible for ensuring that all Engagement venues are in compliance with health and safety ordinances, as well as all relevant municipal, provincial, and the Public Health Agency of Canada. The Speaker is responsible for the venues they choose to supply either in-home studio or production studio for the Engagement.
  11. COVID PROTOCOL: In response to the ongoing COVID-19 pandemic, if at any time more than one (1) representative of the Host Organization is in the same room including production studios supplied by the Host, the Host Organization is responsible for providing all equipment and venue facilities conducive to the Engagement and is responsible for ensuring that all Engagement venues are in compliance with health and safety ordinances, as well as all relevant municipal, provincial, and Public Health Agency of Canada guidance as appropriate. In the event that such protocols are not observed, the Speaker shall have the right to terminate the Engagement without further obligation to the Host Organization and retain the full amount of the Speaker Fee.
  12. SCOPE OF ENGAGEMENT: No additional Speaker-related appearances or activities shall be planned by the Host Organization, nor expected of the Speaker, unless expressly detailed in the terms of this Agreement. The Fee listed is understood to be for the Engagement described in this Agreement, and any additional activities must be negotiated independently with SBC and set forth in writing. In addition, any material changes in the nature of the Engagement, including but not limited to the venue, the purpose, or the sponsor, shall be immediately communicated to SBC who will notify the Speaker. If these changes are unacceptable to the Speaker, the Host Organization will have the opportunity to provide a solution and, if unable to resolve within 30 days, the Speaker has the right to cancel the Engagement and SBC has the right to retain any monetary funds paid by the Host Organization.
  13. CANCELLATIONS: Notwithstanding the foregoing paragraph, if at any time prior to Engagement, it has been discovered the Speaker is involved in any situation or occurrence which subjects Speaker to public scandal, disrepute, widespread contempt, public ridicule, criminal charges or which is widely deemed by members of the general public, to embarrass, offend, insult or denigrate individuals or groups, SBC (on Host’s behalf) shall have the right, in its sole discretion, to terminate this Agreement without liability. Speaker will immediately refund to SBC any monies already paid to Speaker. The remaining Terms of Cancellation for all Parties will be determined within the Statement of Work.
  14. RECORDING PROHIBITED: Unless otherwise agreed upon within the Statement of Work, the Host Organization shall not, nor shall it permit others, to record, broadcast, stream on the internet, photograph, or reproduce, all or portions of the Engagement without the express written permission of SBC. The Host Organization must seek the consent of SBC and the Speaker if attendees use video recording equipment, cameras, or cell phones to broadcast or record the Engagement. The Host Organization will clearly advise their audience prior to the Engagement that it is a non-recorded session and recording equipment and cameras, including cell phone cameras, is strictly prohibited. SBC will propose all recording and broadcast requests on behalf of the Host Organization to the Speaker. SBC will confirm and provide the set terms for any recordings or broadcasts on behalf of the Speaker to the Host Organization in the Statement of Work. The Host Organization shall provide SBC and/or the Speaker a downloadable copy of the digital video file (i.e., Mp4 or .Mov file) of the recording master, immediately after the Engagement. The Host Organization consents to the use of the images of its facilities and venue in any recording or rebroadcasting of the Engagement or parts thereof the Engagement.
  15. REPRODUCTION: If the Host Organization has obtained permission to record, broadcast or livestream the Engagement, SBC and the Speaker hold all permissions for reproductions with the expiry date to be set in this Agreement as set out expressly in the Statement of Work underneath the “Recording Instructions”, the Host Organization will not upload video footage to any public website or social media platform, including but not limited to the company’s public website, Facebook, Instagram, Twitter, LinkedIn, YouTube, Vimeo, or any other software capable of hosting videos, under any circumstances. Recorded presentations and video recordings are copyrighted and fall under the regulations of the Copyright Act of Canada. The Host Organization hereby acknowledges and agrees that the Speaker shall be, and is the owner of all rights, title, and interest in and to the presentation, presentation material, and the recording master, including the Copyright. Any usage of the video recording outside of the internal company intranet during the term stated in this Agreement is strictly prohibited. Video recordings permitted by SBC and the Speaker are Copyright presentations and fall under regulations and laws of the Copyright Act of Canada.
  16. PROMOTIONAL VIDEOS: The Host Organization must notify SBC of any requests for the Speaker to create a Promotional Video inviting attendees before the Engagement. If approved, the Host Organization must provide written notice of the delivery date for the Promotional Video to be submitted to the Host Organization. The Host Organization may seek permission to include photo images and 5-10 second video clips without audio for use in Promotional Videos for future events. Such promotional materials will be shared on the Host’s public website and social media sites, including but not limited to Facebook, Instagram, Twitter, LinkedIn, YouTube, and Vimeo. The Host is required to seek advance written approval by the Speaker or SBC of any and all use of the Speaker’s name, image, videos, or likeness in such promotional materials for Promotional Videos. Promotional Videos commitments are determined by the Speaker and are exempt from any liability if approved or denied by SBC or the Speaker. Promotional Videos approval will be determined and referenced in the Statement of Work, under Recording Instructions.
  17. INTELLECTUAL PROPERTY: The Intellectual Property is owned and controlled by the Speaker and SBC.The Host Organization will not upload video footage to any public website or social media platform, including but not limited to the company’s public website, Facebook, Instagram, Twitter, LinkedIn, YouTube, Vimeo, or any other software capable of hosting videos, under any circumstances. The Speaker and SBC hold ownership and control of the Intellectual Property. No video recording, video summary or written summary shall be released internally or externally without written permission from SBC. SBC and the Speaker reserve the right to deny or approve all advertisements, summaries, and publicity (including social media and media companies) before, during, and after the Engagement. All submissions and processes shall be submitted in English whether for print, broadcast, record, post online or otherwise, and shall be subject to the immediate review and written approval by SBC. This includes video recordings, written transcripts, written articles including blogs, written summaries, audio or video interviews, slides, and images, even on a password-protected site. No recording or summary shall be released internally or externally without written permission from SBC. All digital materials and slides provided by the Speaker are copyrighted and fall under the regulations of the Copyright Act of Canada. The Speaker is restricted by the Copyright Act of Canada, and the materials provided by the Speaker for this Engagement must abide by the regulations of the Copyright Act of Canada. The Host Organization hereby acknowledges and agrees that the Speaker shall be, and is the owner of all rights, title, and interest in and to the presentation, presentation material, and the recording master, including the Copyright. Any usage of the video recording outside of the internal company intranet during the term stated in this Agreement is strictly prohibited. The distribution of Intellectual Property permitted by SBC is a part of a Copyright presentation and falls under regulations and laws of the Copyright Act of Canada.
  18. HANDOUTS AND TRANSLATION: The Host Organization is responsible for the printing, transcription, and translation of any and all materials, or to meet the requirements for the Engagement. If SBC or the Speaker has confirmed the approach for the bilingual requirements and deliverables to the Host Organization, the Speaker will submit and work with the Host Organization and any event contributors, to meet the requirements prior to and during the Engagement.
  19. VIRTUAL SOFTWARE AND TECHNOLOGY: The Host Organization, including their working partners or production contributors, is responsible for providing and informing the Speaker of the technology requirements, virtual software platforms, room setup, accessibility requirements, technology services, and the physical technology requirements being utilized for the Engagement. The Host Organization is responsible for informing, educating and assisting the Speaker with the technology set up prior to the Engagement. The Speaker will familiarize themselves with the virtual software platform and technology and perform a test run or technology check with the Host Organization prior to the Engagement. The Speaker and the Host Organization will submit any special requests related to the setup and delivery of the virtual Engagement no later than 7 days before the Engagement. The Host Organization is responsible for informing and providing SBC and the Speaker with the contact information for internal or external representatives involved with assisting the Speaker with the production or delivery of the Engagement, namely the technology. The Host Organization is responsible for informing and guiding all stakeholders involved in the production of the Engagement on the terms, conditions, and processes outlined in this Agreement prior to, during, and after the Engagement.
  20. INVITATIONS AND ADMISSIONS: If the Host Organization will be inviting members of the public or inviting attendees outside of the organization, including but not limited to the Host Organization’s working partners, customers, hosts, sponsors, community organizations, members of the public, and any person that would be deemed to be external to the Host Organization, the Host Organization must inform and seek permission from SBC and the Speaker. The Host Organization and all internal or external stakeholders involved in the production of the Engagement are responsible for controlling and monitoring the invitations and the accessibility of the Engagement. The Host Organization agrees that invitations are password protected or controlled via admissions through internal links to the virtual software. The Host Organization is responsible for invitations being accessible to the attendees and participants discussed and identified in the Agreement. If the invitations and access points are not monitored or controlled, the Host Organization must inform SBC before signing the Agreement. The Host Organization agrees to be responsible for any disruptions or incidental hacking due to not password-protecting the invitations for the attendees identified in this Agreement.
  21. PUBLICITY AND PROMOTION: The Speaker’s name, voice, and/or likeness may not be used as an endorsement or an indication of the Speaker’s use of any product or service or in conjunction with any sponsorship or promotion. Promotional materials provided by SBC are pre-approved and are the intellectual property of the Speaker. The Host Organization is permitted to use any materials provided by SBC or the Speaker to promote the Engagement. Speaker grants limited use of their name, pre-approved biography, topic descriptions and pre-approved image in connection with promoting this Event from the time this Contract is fully executed until the performance date. The Host Organization is permitted to use any materials provided by SBC or the Speaker to promote the Engagement. The Speaker is not endorsing any product or service as a result of the engagement nor is the Host Organization to indicate in any manner an endorsement by the Speaker, implied or otherwise.
  22. CONFIDENTIALITY: The Parties agree that the terms of this Agreement, including its compensation terms, are confidential and shall be held in strict confidence by each Party and not disclosed in any way or by any means to audience members, event planners, working partners, Speakers, Speaker agents, or any production companies involved in this Engagement. The Host Organization agrees to keep all conversations regarding the Speaker Fee to departments and representatives involved in the logistics of funding, planning, and delivering the event. This includes but is not limited to sponsors, representatives and departments related to funding, approving, and processing payment. The Host Organization is permitted to disclose the Speaker Fee to legal representatives, accounting services, and auditing services such as municipal/provincial/federal government departments or agencies that are responsible for approving grant applications, or that have the responsibility to review or approve the purchasing of the Host Organization.
  23. PRIVACY ACT OF CANADA: The parties acknowledge and agree that if the Host Organization is subject to the Privacy Act of Canada and any Municipal Freedom of Information and Protection of Privacy Act in each Province, the Host Organization may be required to disclose information relating to the Agreement pursuant to that legislation.
  24. SUBSEQUENT ENGAGEMENTS BETWEEN HOST AND SPEAKER: Should the Speaker be engaged for any subsequent engagements; the Host Organization agrees to book the Speaker through the services of the Speakers Bureau of Canada for a period of two years following the date of the engagement.
  25. LIMITATION OF LIABILITY: Nothing contained in the Agreement shall be construed to constitute either Party as a partner, employee, member, manager, owner, officer, joint venturer, or agent of the other, nor shall either Party have any authority to bind the other in any respect, it being intended that each shall remain responsible for its own action. Neither Party shall be liable to the other for indirect, incidental, consequential, special, or exemplary damages, including but not limited to loss of revenue or anticipated loss of profits or lost business, whether in an action in tort or in contract, even if the other Party has been advised of the possibility of such damages. SBC does not guarantee the outcomes of the presentation.
  26. SEPARABILITY: Should any provision of this Agreement be held to be void, invalid, or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect. The invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity.
  27. DUE AUTHORIZATION AND INTERPRETATION: Each Party represents and warrants that the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action on its behalf and this Agreement constitutes its valid and binding obligation. This Agreement has been entered into after review and negotiation of its terms by the Parties hereto, who have both had the opportunity to be represented by counsel. The Agreement shall be fairly interpreted in accordance with its terms and without any strict construction in favour or against either Party. No ambiguity or omission shall be construed or resolved against either Party on grounds that this Agreement or any provision thereof was drafted or proposed by such Party.
  28. DISPUTE RESOLUTION: In the event of a dispute arising from or relating to this Agreement, each Party shall appoint a senior management representative to negotiate a resolution. If such efforts are not successful within ninety (90) days of the first report of dispute, the Parties shall submit any dispute arising from this Agreement to Nonbinding Mediation, in a neutral location mutually agreeable to the Parties. If such mediation is not successful, then the Parties shall submit the dispute to Arbitration by a single Arbitrator, in accordance with the Rules for Commercial Arbitration of the Canadian Arbitration Association in a neutral location mutually agreeable to the Parties. The Party prevailing in such dispute shall be entitled to collect from the other Parties as per directed by the Arbitrator.
  29. REMEDIES: In the event, the Host Organization fails to perform any of its obligations as required in this Agreement, the Speaker shall have the right to refuse to perform. If such failure to perform occurs prior to sixty (60) days before the scheduled date of the Engagement, 50% of the total Fee shall be due and payable immediately to SBC, provided Speaker or SBC has provided notice to the Host Organization of the breach and Host Organization has been given an opportunity to rectify or resolve any such breach.
  30. APPLICABLE LAW: This Agreement shall be governed and construed in accordance with the laws of Canada and its Provinces applicable to contracts entered into, and to be performed entirely therein without regard to any choice of law or conflict of law provisions.
  31. ENTIRE AGREEMENT: This Agreement may have been executed in one or more counterparts, each of which will be deemed an original, but all of which when taken together will constitute one and the same instrument. This Agreement sets forth the entire understanding between the Parties.