The Agreement is made by and between MIND AND FIST, LLC for the services of Ed Latimore (hereinafter “College”) and the Purchaser, as stated on the corresponding invoice.
The College agrees to provide services to lecture (perform) subject to the terms hereof, (specified) on the corresponding invoice.
AIRFARE & ORIGIN GROUND BUYOUT, ACCOMMODATIONS, LOCAL GROUND TRANSPORTATION and MEALS. All Travel Expenses to be paid for by Purchaser in advance of the Date of Engagement.
Purchaser shall provide Speaker with one (1) Business Class, round trip, unrestricted fully refundable airfare ticket. If available flights do not offer Business Class, Purchaser will be required to purchase a First Class ticket or a cash buyout toward air travel that is acceptable to artist. Speaker reserves the right to choose the airline.
Purchaser shall provide one (1) non-smoking hotel Suite. Purchaser to make and confirm reservations in consultation with Speaker. Speaker reserves the right to approve hotel.
Purchaser shall provide Speaker with a stipend towards meals and incidentals of $150 USD per day of travel.
Purchaser shall provide Speaker with a town car and professional driver for round-trip transportation from airport to hotel, hotel to engagement, or any combination thereof in event.
Purchaser shall be willing to provide for one (1) extra day of travel for every three (3) time zones between speaking engagement location and United States Eastern Standard Time Zone, up to a maximum of four (4) extra days of travel.
VENUE REQUIREMENTS. Purchaser agrees to provide a well heated, or cooled as the case may be, lighted and proper place for the program, in good condition together with all necessary stage accessories and properties including microphones and amplification system in proper working condition. Purchaser agrees to limit the audience to no more than the legal number permitted at the place of engagement.
CONSEQUENCES FOR FAILURE TO CONFORM TO REQUIREMENTS OF AGREEMENT. In the event Purchaser fails or refuses to provide any of the items as herein stated, or fails or refuses to make any of the payments as provided herein or to proceed with the engagement, Speaker shall have no obligation to perform this agreement and shall retain any amounts theretofore paid to Speaker or in his/her behalf by Purchaser, and Purchaser shall remain liable to Speaker for the contract price herein set forth.
RESPONSIBILITY for EVENT-RELATED TAXES. Purchaser agrees to pay any and all local, State and/or Federal rental, amusement, sales or other such taxes as required by law.
REPRODUCTION and DISTRIBUTION of PERFORMANCE. No lecture or program or any part thereof is to be reproduced, including, but not limited to, reproduction by broadcasting, videotaping or tape recording, without the prior written permission of Speaker.
USE of SPEAKERS NAME or LIKENESS for COMMERCIAL PURPOSES. Speaker name or pre-approved likeness may not be used as an endorsement of any product or service, or in connection with any commercial tie-up without Speakers prior written consent.
CANCELLATION OR TERMINATION OF CONTRACT. If for any reason not within the control of or due to the fault of the Purchaser, the Speaker is prevented from or fails to appear, then this contract shall be deemed terminated and the Purchaser shall have no claim for damages against Speaker; Speaker will have no liability for expenses or losses incurred by Purchaser. In the event Purchaser cancels the Engagement sixty (60) days or less from the date of the event, Speaker will be entitled to the entire honorarium. In the event Speaker fails to appear at no fault of Purchaser, the amount paid by the Purchaser shall be refunded by MIND AND FIST LLC and the Purchaser shall have no other remedy.
PURCHASER OBLIGATION DUE TO FORCE MAJEURE EVENT. In the event any cause(s) which render(s) Speaker wholly or partly unable to perform obligations under this Agreement, and which are neither reasonably within the control of Speaker nor the result of the fault or negligence of Speaker, and which occur despite all reasonable attempts to avoid, mitigate or remedy, Purchaser shall pay Speaker entire honorarium. Force Majeure events shall include acts of God, war, riots, civil insurrections, flight cancellation or delay, serious illness, storms, accidents or interruptions to transportation, trade restrictions, acts of any Governmental Authority after the date of this Agreement, strikes and other labor difficulties, and other events or circumstances beyond the reasonable control of Speaker.
SPEAKER CONTROL OVER MANNER of PERFORMANCE. Speaker shall have the exclusive control over the means and methods employed in fulfilling Speaker obligations here under, in all respects and in all details. This agreement shall not, in any way, be construed so as to create a partnership or any other kind of joint undertaking or venture between the parties hereto.
TRANSFER, ASSIGNMENT and AMENDMENT. This Agreement may not be assigned, transferred, amended, supplemented, varied or discharged, except by a signed instrument in writing.
INDEMNIFICATION. Purchaser hereby indemnifies, defends and holds Speaker, as well as their respective agents, representatives, principals, employees, officers and directors, harmless from and against any loss, damage or expense, including reasonable attorney’s fees, incurred or suffered by or threatened against Speaker or any of the foregoing in connection with or as a result of (a) Purchaser’s act(s) or omission(s) or breach of this contract or (b) any claim for personal injury or property damage or otherwise brought by or on behalf of any third party person, firm or corporation as a result of or in connection with the engagement, which claim does not result from the active and willful negligence of the or Speaker.
CHOICE OF LAW. The validity, construction and effect of the agreement shall be governed by the Laws of the State of California, regardless of the place of the presentation of the Speaker performance, and the parties expressly submit to the exclusive jurisdiction of the courts of the state of Pittsburgh, Pennsylvania.