NATALIE PUGLISI
GUEST SPEAKER AGREEMENT

This Agreement is made and entered into on the date the payment is made (“Start Date”) for the guest speakers Services ("Services") by and between Natalie Puglisi and Natalie Puglisi, PC (hereinafter “Speaker” “we” “us” “our”), and You (hereinafter “Company”).

Attorney and Client voluntarily and willingly agree to the terms and conditions as follows:

IN CONSIDERATION OF the matters described below and of the mutual benefits and obligations as set forth in this Agreement, for good and valuable consideration of guest speaking appearance and/or question and answer session for $250.00. Attorney agrees to provide services as outlines in this Agreement and all Addendums and Client agrees to provide payment as set forth in this Agreement and all Addendums.

COMPENESATION, OTHER FINANCIAL CONSIDERATIONS AND GUARANTEES

  1. Company agrees to pay a total sum of $250.00 to Speaker for the Presentation and/or Question and Answer session (the “Fee”). Company agrees to the following terms regarding compensation to Speaker.
  2. Company will not pay or withhold federal, state, or local income or other payroll taxes on behalf of Speaker. Speaker agrees to report and pay all applicable taxes.

RELATIONSHIP BETWEEN PARTIES

  1. The Speaker shall be an independent contractor during the period of the Performance under this Agreement and is not an employee or agent of Company.

INDEMNITY AND HOLD HARMLESS CLAUSE

  1. The Company agrees to indemnify and hold harmless the Speaker, its officers, agents and employees against any injury, loss, damage or other liability arising from the Services or from any breach of this Agreement.

INTELLECTUAL PROPERTY

  1. The Speaker hereby grants permission to Company to record and use the Presentation and/or question and answer session for future use. Speaker shall reserve the right to demand the Presentation and/or question and answer session be removed from Company’s website and/or any materials should there be a breach of this Agreement or for any other reasonable cause.
  2. The materials are believed to be within the “fair use” exemption of copyright law, which includes use for purposes or criticism, news reporting, commentary, teaching and research.
  3. Company understands that permission(s) granted to Company under this Agreement do not prohibit the Speaker from using the Presentation (including handouts and other materials) in the future.

CONSENT

  1. The Speaker authorizes the Company to use his/her name, likeness, photograph, and biographical data in connection with the use and promotion of any aspect of the Services and/or Presentation.
  2. The Speaker may use the Company’s name or trademark(s) in connection with any advertising, marketing, or other promotional efforts or materials within the context of the Presentation. The Speaker does not give permission for the Company to use the Speaker’s name or trademark(s) outside of the context of the Presentation with regard to this Agreement, unless expressed in writing.

CANCELLATION/TERMINATION AND FORCE MAJEURE

  1. In the event that any cause beyond the reasonable control of either Party, including without limitation acts of God, war, curtailment or interruption of transportation facilities, threats or acts of terrorism, State Department travel advisory, labor strike or civil disturbance, make it inadvisable, illegal, or impossible, either because of unreasonable increased costs or risk of injury, for either Party to perform its obligations under this Agreement, the affected Party’s performance shall be extended without liability for the period of delay or inability to perform due to such occurrence.
  2. Notice Requirement for a Force Majeure Event: Notice must be given by the impacted party to the non-impacted party to the contract within five (5) business days of the Force Majeure event. The impacted party must state that they cannot perform their portion of the contract because a Force Majeure event made it impossible to perform. A resolution in an effort to cure performance that was impacted by a Force Majeure event must occur within thirty (30) days of the date of receipt of notice. Notice by the impacted party of the inability to perform due to the Force Majeure event does not constitute a breach of this contract.
  3. Cancellation of or termination of this contract shall only be provided for under the Force Majeure Clause and under no such other circumstances.
  4. Should the Services need to be rescheduled, both parties shall make reasonable efforts to reschedule the Performance when possible.
  5. Should the contract be cancelled under the Force Majeure Clause, Speaker shall be eligible to retain 50% of the initial payment made to compensate Speaker for the time and effort to prepare such Presentation as well as the reservation in Speaker’s calendar for the Presentation, question and answer session and/or Services.

ENTIRE AGREEMENT, MODIFICATION & WAIVER

  1. This Agreement constitutes the entire agreement between the Speaker and the Company with respect to its relationship and supersedes all prior oral or written agreements, understandings and representations to the extent that they relate in any way to terms of this Agreement. Neither course of performance, nor course of dealing, nor usage of trade, shall be used to qualify, explain, supplement or otherwise modify any of the provisions of this Agreement. No amendment of, or any consent with respect to, any provision of this Agreement shall bind either party unless set forth in a writing, specifying such waiver, consent, or amendment, signed by both parties. The headings of Sections in this Agreement are provided for convenience only and shall not affect its construction or interpretation.

RESOLVING DISPUTES, GOVERNING LAW & VENUE

  1. If a dispute should arise under this Agreement, the parties agree to attempt to resolve the dispute, claim or controversy through arbitration and/or a suitable Alternative Dispute Resolution located in Santa Barbara, California, regardless of the location of the Speaker, and agree to be bound by the decision(s) of the selected Mediator as set forth in the Mediation Agreement.
  2. The Parties agrees to participate in good faith in the mediation process and failure to do so may result in the Company’s right to pursue any other available legal remedies, including but not limited to alternate forms of dispute resolution or litigation.
  3. This Agreement shall be governed and constructed in accordance with the laws of the State of California, regardless of where the conflict may have arisen and the laws and principles thereof.
  4. Any costs and fees associated with the mediation shall be paid in accordance with the terms of the mediation agreement.
  5. Should an arbitrator determine any portion of this Agreement is invalid or otherwise unenforceable, both parties agree all remaining portions of this Agreement shall remain valid, unaffected and enforceable.
  6. Both Parties agree, that should a dispute arise, both Parties are prohibited from publicly or privately discussing the matters leading up to the dispute, resulting in the dispute, or the final terms and conditions of the Mediation Agreement.

INDEMNIFICATION

  1. Company agrees to indemnify and hold harmless the Speaker, its employees, officers, directors, agents, personnel, other independent contractors and affiliates, from any and all claims, losses, demands, causes of action, damages, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, the Performance or actions under this Agreement.  

SEVERABILITY

  1. Both Parties agree that should any provision of this agreement be or become invalid, unenforceable or illegal under applicable law, all remaining provisions of this Agreement shall remain valid and unaffected and shall remain in full force and effect.

ASSIGNMENT

    1. This Agreement may not be assigned by either Party without the expressed written consent of the other party.

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have executed this Agreement as of the date of purchase of these Services.