GIIN Event Speakers

Jump to: Compliance Obligations

1. INDEPENDENT CONTRACTOR.

You acknowledge that all Services are performed on a contract basis and expressly agree that you are not an employee of GIIN and that you shall not represent yourself to any third party as being an employee of GIIN. You further acknowledge and agree that nothing in the Agreement is intended to or does create any joint venture, partnership, or agency relationship.

2. INDEMNIFICATION.

You are solely and exclusively responsible for the content of Your Speech. You hereby agree to indemnify, defend, and hold the GIIN, its officers, directors, employees, volunteers, interns, contractors, and successors in interest, harmless from any and all claims, demands, costs, liabilities, losses, expenses and damages arising out of or in connection with Your performance of the Services.

3. RECORDING/PHOTO RELEASE.

You hereby consent to the recording, reproduction and use of Your image, voice, artistic or dramatic performance, actual or fictitious name, and any quotes or testimonials given by You in connection with the Services through photograph(s), video recording(s), and/or audio recording(s) (the "Recordings") by GIIN, or its agents and employees, including any third party designee approved by the GIIN to produce or use the Recordings. All rights to the Recordings shall belong exclusively to GIIN including, without limitation or obligation, the unrestricted right to reproduce, print, publish, display publicly, distribute prints or copies of the Recordings or derivative works thereof in any medium throughout the world, with no further payment to, or permission or approval from You.

4. CONFIDENTIALITY.

You shall not use, copy, adapt, alter, disclose, mention, release, disseminate or otherwise transfer any confidential information, work product, or data relating to GIIN. Confidential information is all information that should reasonably be understood to be Confidential and includes, but is not limited to, information concerning affairs, research, proposals, projects, finances, properties, methods of operation, personnel, Directors, or business operations, except that which was already in your possession before theAgreement, or which comes into the public domain other than by your own default.

5. FORCE MAJEURE.

GIIN is hereby relieved of any liability if it is unable to meet the responsibilities of the Agreement because of any Act of God, epidemic, strike, any act or order of public authority or any other legitimate cause beyond the control of GIIN. If such acts or conditions occur, GIIN is not liable for any damages which you, your agents or representatives might suffer. 6. LIABILTY. Nothing in the Agreement purports to exclude or limit either Party’s liability for death or personal injury as a result of its negligence, fraud or fraudulent misrepresentation or for any liability that cannot be excluded by law.

6. LIABILTY.

Nothing in the Agreement purports to exclude or limit either Party’s liability for death or personal injury as a result of its negligence, fraud or fraudulent misrepresentation or for any liability that cannot be excluded by law.

7. MODIFICATIONS.

GIIN reserves all rights to determine, and if it deems necessary, alter, at its sole discretion and without liability, the Event, including: (i) the Date of the Event, (ii) the layout of the Event, (iii) the content of the Event, (iv) any and all other technical or administrative details of, or referring or relating to, the Event.

GIIN will use reasonable efforts to notify you as soon as practicable of any changes or alterations to the Event as a whole which materially impact the you rights under the Agreement.

8. GOVERNING LAW.

Choice of Law. The Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York, without regard to choice of law principles.

Choice of Forum. The Parties consent to venue in the United States of America, New York, New York City, New York County, Borough of Manhattan (and hereby waive any and all claims of forum non conveniens with respect to such venue) and to the exclusive jurisdiction of competent New York state courts in New York County or federal courts in the Southern District of New York for any and all claims, whether at law or in equity, that may be brought with respect to the terms of, and the relationships contemplated by, the Agreement.

9. AMENDMENTS.

The Agreement may be modified only in a writing signed by both Parties and specifically denominated as a modification hereto.

10. ASSIGNMENT AND DELEGATION.

Except as otherwise expressly set forth herein, neither Party may assign any of its rights under the Agreement, except with the prior written consent of the other Party. All voluntary assignments of rights are limited by this subsection.

11. COUNTERPARTS and ELECTRONIC SIGNATURES.

The Parties may execute the Agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument. The Agreement, Agreements ancillary to the Agreement, and related documents entered into in connection with the Agreement are signed when a Party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

12. SEVERABILITY.

If any one or more of the provisions contained in the Agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of the Agreement, but the Agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by the Agreement to be unreasonable.

13. NOTICES.

Writing; Permitted Delivery Methods. Each Party giving or making any notice, request, demand, or other communication required or permitted by the Agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of the Agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.

Addresses. A Party shall address notices under this section to the other Party to the physical or email address and contact person set forth in the Agreement.

Effectiveness. A notice is effective only if the Party giving notice complies with this section and if delivery is confirmed by the carrier, or the recipient receives the notice.

14. WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of the Agreement will be effective unless it is in writing and signed by the Party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

15. ENTIRE AGREEMENT.

The Agreement constitutes the entire agreement of the Parties hereto and supersedes all prior representations, understandings, undertakings, or agreements (whether oral or written and whether express or implied) of the Parties with respect to the subject matter hereof. The Parties acknowledge and represent, by their signatures to the Agreement, that they have not relied on any representation, understanding, information, discussions, assertion, guarantee, warranty, marketing materials, or other assurances made by or on behalf of any other Party. The Parties waive all rights and remedies, at law or in equity, arising or which may arise as the result of a Party’s reliance on such representation, understanding, information, discussions, assertion, guarantee, warranty, marketing materials, or other assurances.

16. HEADINGS.

The descriptive headings of the sections and subsections of the Agreement are for convenience only, and do not affect the Agreement's construction or interpretation