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 203-2095 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;
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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;
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b.
c.
d.
e.
f.
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;
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;
Website – The Speaker and her/his talk will be featured on the TEDxStanleyPark
website http://www.tedxstanleypark.com/;
Program Guide – The Speaker and his/her photo will be featured in the
TEDxStanleyPark 2018 program guide; and
Video – Following editing and uploading, the Speaker’s talk will appear on:
i.
the TEDx channel on YouTube https://www.youtube.com/user/TEDxTalks
ii.
the TEDxStanleyPark website http://www.tedxstanleypark.com/ and
iii.
TED.com, if TED selects the Speaker’s talk to be a TED Talk Video
http://www.ted.com/talks
6.
Video: TEDxStanleyPark will produce, edit and upload a video of the Speaker’s talk to
the TEDx YouTube channel https://www.youtube.com/user/TEDxTalks. 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.
b.
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;
The price per VIP seat is $127 + GST;
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c.
d.
e.
Each VIP ticket includes bonuses whose aggregate value exceeds the ticket
price;
The Speaker must use his/her 2 free VIP tickets to sit with his/her guests; and
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.
b.
c.
d.
e.
f.
g.
Talk description – 30 words maximum;
Bio – 30 words maximum;
Co-ordinates – address, phone, public email, social media addresses and
website URL;
List of sources of additional topic information;
List of calls(s) to action;
Tweetable quotes; and
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.
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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.
b.
c.
d.
e.
f.
A promotional and “explainer” video shoot and photo session on Saturday,
Sunday or Monday, September 16, 17 or 18, 2017;
A training session on Saturday, October 7, 2017;
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;
A stage familiarization evening at the Queen Elizabeth Theatre on March 2,
2018;
March 3, 2018 Conference; and
A training session on promoting views of his/her video on Saturday, March 17,
2018.
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
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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 http://storage.ted.com/tedx/manuals/tedxcontentguidelines.pdf
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, 2018.
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
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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.
b.
c.
d.
13.
Support TEDxStanleyPark’s efforts to give attendees a “red carpet experience” and
undertakes to:
a.
b.
c.
d.
e.
14.
Work with TEDxStanleyPark to make a promotional video and “explainer” video;
Vigorously canvass the sale of VIP seats to his/her network using the promotional
video, customised messages supplied by TEDxStanleyPark and other marketing
collateral;
Grant interviews to those producers, journalists, bloggers and podcasters that are
introduced to him/her by TEDxStanleyPark; and
Mention @TEDxStanleyPark or use the hashtag #TEDxStanleyPark when sharing
any content related to TEDxStanleyPark on social media.
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;
Attend a private luncheon (if required) on March 3, 2018 to make additional
comments and answer attendees’ questions;
Respond courteously at least once to all attendees who reach out by email;
Attend the after party (if any) and network with attendees; and
Attend a lunch or dinner with a door prize winner if that door prize winner selects
him/her as part of the door prize.
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.
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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.
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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 email 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
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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
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