The Role of a Speaking Engagement Contract
A formal speaking engagement contract—a document that outlines engagement expectations for the speaker and the event organizer—can minimize the risk of liability for both parties. In short, a speaking engagement contract can help to protect both the speaker and the organizer from numerous risks and liabilities, including the following: Content and frequency of engagement: vague content guarantees that there will be interpretations of engagement content that do not match the speaker’s intent. Whether or not content is at odds with beliefs of the audience or the event organizer, this unexpected disconnect can hurt your reputation and stand in the way of future speaking opportunities. Vested interests: If sponsorship or promotion agreements are not stated explicitly in the contract, the speaker and the event organizer may have different expectations of how the event will be marketed and publicized. Agency: Event organizers often promote speakers using their own branding. While well-meaning, this practice can detract from a speaker’s brand reputation. In addition, speakers may be confused if they are not given clear notice regarding who is promoting them and the event . Responsibility of notifying audience: speakers can be penalized if they arrive late to an engagement or fail to show up if they are not clearly notified about an engagement’s timings or location. Last-minute changes: A speaker may have other, better engagements if they are not told early on that an engagement has been cancelled and they may have to change their schedule if they are not told early enough when the engagement does change. However, if the contractual obligations are clearly stated, speakers can understand that missed engagements may impact additional bookings and that a lack of notice or responsibility from the event organizer may not be the speaker’s fault. Engagement arrangements: clarifying what transportation and accommodations the speaker should expect is an essential contract provision. Speakers risk uncomfortable, or even unsafe, accommodations if they do not review their accommodations beforehand. In addition, on-site travel mishaps may prevent the speaker from arriving at the engagement on time, which can impact future bookings. Just as speakers can suffer a great deal of harm if the terms of a speaking engagement are not clearly communicated, event organizers risk significant financial and reputational damage if they opt to forgo clear contractual obligations.
Key Elements of a Speaking Engagement Contract
It is not uncommon for speakers to miss some of the fundamental pieces of information required to protect their rights, so it is important to read through your contract fully and take notes of the places you need clarification. In case you need a checklist of items to look out for, below are some of the essential components every speaking contract should contain:
The date of the event – this is often in the form of a hard date (i.e. July 14, 2020) or ranges of dates (i.e. July 11-14, 2020). It is best to include both so that if the organizer wants to change your time, they at least have a range of dates to choose from.
The venue’s legal name – this will often differ from the name they go by publicly, such as The Chicago Convention Center being known as Parks Hotel Group LLC. Be sure to get the legal name of the entity you will be working with, as this is the entity you will be bringing legal action against should a breach occur.
Payment terms – you should include when and how you will be paid, as well as the full fee you will be charging the company for your participation in the event.
Travel plans – if you will be traveling to the event, this should include travel arrangements made on your behalf (i.e. roundtrip airfare), any money you will be making above and beyond your set fee for travel expenses, and what documents you need to turn in following your travel in order to be reimbursed (i.e. an itemized receipt for your plane ticket, the boarding pass to prove its participation in the event).
Talent release – If you are open to everything going on tape, such as an audio recording, video recording, or photographs, this can be its own section. Otherwise, it should be included in the various parts of your agreement as needed.
Cancellation policy – when do you have the right to cancel the agreement without penalty? When does the company? What obligations need to be fulfilled prior to terminating the agreement? You should also ask yourself at what point do you no longer want the company to be able to cancel if they have not fulfilled their obligations yet. For example, you may want to have the ability to terminate the contract 5 days in advance but also want the ability to force the company to fulfill its contractual obligations (such as a payment delay) once you are within 2 days of the event.
Intellectual property rights – All work you have created in prep for the event (such as presentations, hand-outs, and speeches) is considered intellectual property. You should take care to protect your right to this content should the company move forward with the event in your absence.
Termination clause – This is when you can terminate the agreement, such as upon failure to pay, and if the company doesn’t fulfill its end of the deal, what is the immediate recourse for you? In many contracts, this may include a switch in who is responsible for the contract breach.
Customizing a Contract for a Speaking Engagement
A blanket contract is helpful for establishing a foundation for your standard appearance, however, it does not account for every speaking engagement. You may be invited to lecture at a university, or participate in an executive roundtable dinner, or speak at a fundraising gala – each of these events is unique.
It is valuable to have a generic speaking contract, yet you also need the ability to customize your contract to address the specific needs of your speaking event.
If you are delivering a three hour seminar, the standard clauses will work, but you probably should add a clause that clarifies the engagement is for three hours, and that you will not be available for any additional questions after the program at which time you will be available exclusively for the conference attendees. Conferences typically do not add private consulting on the side without additional compensation, and your contract should clarify your boundaries. If a corporation has hired you for an eight hour day, they want you to lecture for eight hours. It is acceptable for them not to want to pay for additional time. However, it is up to you to establish what you will or will not do, and whether you will be paid to be available for questions after the event, or whether you will support the people attending the conference or those who are paying you to attend and speak.
It is also reasonable to clarify that all of your travel arrangements are done by you. Your contract should clearly say how flights are paid for, airport transfers and hotel reservations.
In some cases, you may want to avoid paying for business networking or one-on-one meetings. Be clear with yourself who you will meet with and whom you will not, so it is specified in advance and attendance at those meetings is up to the discretion of you and your team.
Legal Considerations and Compliance Issues
When drafting a speaking engagement contract, the lawyer will want to include or be mindful of the following legal elements: (i) the most common translation of the verbage into their respective kinds of clauses in the contract; (ii) a non-compete provision, as well as a non-disclosure provision that can sufficiently cover both forms of the proprietary relationship between the speaker and the audience members; (iii) indemnification provisions in case of inaccurate statements present in any materials prepared by the speaker; (iv) confidentiality provisions that restrict the disclosure of both party’s confidential information; (v) restrictions on third party disclosures if information might inadvertently become public; (vi) any audit rights the company or speaker needs to have; and (vii) dispute resolution procedures and restrictions on forum (for clarity this means where the disputes will be resolved).
After the speaker has signed, it is always wise to have someone else review the contract before it is executed, or fully executed.
Sample Speaking Engagement Contract: A Practical Guide
Below is a sample of a speaker engagement contract:
SPEAKER ENGAGEMENT CONTRACT
The below Speaker Engagement Contract ("Contract") is made this [insert date] between [insert speaker company name] ("Speaker") with a principal address at [insert speaker company mailing address], and [insert company name] ("Company") with a principal address at [insert company mailing address](Company and Speaker collectively, "Party," "Parties").
Purpose: Speaker is engaged to deliver a speech on the topic of [insert speech topic]. Company and Speaker wish to set forth the terms of their relationship as Speaker and engaged company.
Scope of work
In consideration of the payments to be made by the Company to the Speaker, the Speaker agrees to perform the services described in the Agreement to the Company, as follows:
Date and time: [insert speech date]
Location: [insert speech location]
Fee: Speaker agrees to perform the services under this Contract in consideration of payment of the sum of [insert fee dollar amount].
Payment: The company agrees to pay [insert payment terms] and accepts the terms of this agreement. All payments must be received [insert payment due date] or shipment will be delayed.
Rights granted: The Speaker grants the Company the right to record, distribute and/or broadcast the presentation, the right to re-record the presentation, the right to make copies of the presentation available to registrants, affiliates or related companies, the right to republish and/or repackage the products made, the right to make derivative works and products that are created during or throughout the presentation, the right to edit and add copyrights, trademarks and other intellectual property to the presentation, and the right to record and distribute via podcast or audio file format. Additionally, any time the Company or anyone acting on the Company’s behalf mentions the presentation, the Company must state that the presentation is made by the Speaker. The Speaker will not charge any additional royalties or fees for such rights.
Contractor responsibilities: The Speaker company will be solely responsible for all costs, expenses, and risks incurred or involved in performing this Contract .
Indemnification: The Speaker agrees to indemnify, defend, and hold harmless the Company and its agents from and against any loss, damage, or expense, including reasonable attorney’s fees, which the Company incurs in enforcing any of the terms of this Contract.
Independent contractor: The Speaker company and the Company each intend that no employer-employee relationship is created under this Contract and that the Company is not responsible for withholding taxes and/or any employee benefits, including without limitation employer’s liability insurance, social security (FICA), federal and state unemployment taxes, worker’s compensation insurance and any required benefit plans.
Miscellaneous provisions: This Contract constitutes the entire agreement between the Company and the Speaker concerning its subject matter. Neither the Company nor the Speaker shall be liable for failure to perform the obligations set out in this Contract to the extent that such failure is caused by events beyond their reasonable control, including but not limited to acts of God, emergencies, labor disputes, civil commotion, acts of terrorism, limitations on available electricity, and acts of government.
Governing law: This Contract is construed under the laws of the Commonwealth of Pennsylvania.
Severability: If any of the provisions of this Contract are held to be invalid or unenforceable, such invalid or unenforceable provisions shall be deemed to be amended to the minimum extent necessary to achieve the intent of the Parties to the maximum extent permitted and the remaining provisions shall remain in full force and effect.
Waiver: No waiver of any of the provisions of this Contract shall be made or be binding upon either Party unless in writing signed by the Party against whom enforcement of such waiver is sought, and no such waiver shall be deemed to extend to any succeeding or other provision of this Contract.
Counterparts: This Contract may be executed in counterparts which together shall constitute a single original.
Amendments. This Contract is the final expression of the Parties’ Agreement regarding the subject matter hereof, pursuant to the statute of frauds, and not only supersedes any prior negotiations and Agreements, whether written or oral, but may not be modified or cancelled except by an express agreement in writing signed by the Parties.
Negotiating the Terms of a Speaking Engagement Contract
Remember that the negotiating process is not a win-lose proposition. This is about building a collaborative long-term relationship as part of your overall marketing strategy. The more you’ve worked with the organizer, the better the relationship and connection for follow-up opportunities; whether that’s for more gigs or for feedback about your presentation and value to the audience. The attitude each side should take into account when drafting the agreement is flexibility. Most are going to have some give and take and back and forth as you finalize your speaking engagement, which can be a normal part of the process. The goal is to reach a point where both sides feel that they are getting something of value and can be comfortable in confirming the details.
Consideration is when something of value is exchanged in agreement. Even if an organizer is making that single request or offering no financial payment, if you view it through that lens, you can get comfortable with other points in the contract. As an author and former journalist, what I recommend is viewing it from the lens of your target audience. For example, when I used to agree to speak at a conference, whether it was on a panel or a featured speaker, I’d look at the attendee list and ask myself, "How can I help them?" If I could improve their businesses in a measurable way, I could be OK with the fact that I may not be receiving a lot of money for that effort. The same can be said about speakers. How can you add value? And of course, I ask if there are genuine take-a-ways that attendees would be interested in sharing with others, is that worth it? If you can help each other in a way that has future value, then the effort is well worth it.
I’ve been on both sides of the deal. I’ve volunteered my time and money to build my brand. And seeing it in both ways, I’d suggest for speakers to offer value-added elements, such as giving away their book, donating a portion of their proceeds to a non-profit, if there is one, and suggesting additional exposure. For example, adding a link to the e-version of their PowerPoint on the organization’s website. Maybe even a case study to be distributed afterward.
For a group that wants to hire a speaker, be open to some of these creative options, especially if money is tight or budgets are across the board. No one wants to pay a top-tier dollar for what would be regarded as a break-out session. This might mean you’ll have to do some work on your end to woo a few high-profile speakers to agree to a limited engagement, and leverage that opportunity as a build-up promotional campaign or to help with a membership drive.
The average person who has never organized a conference will not think through the ways that an event can be monetized in addition to charging a participation and registration fee, and may have more innovative ideas that someone who has organized many such events. You may need to suggest some ideas. But give the reference points so the speaker can understand them, generate enthusiasm and express a willingness to include them in the process. The bottom line is, this is your opportunity to show why you are the right choice for the engagement, and offer some ideas to make it work for everyone.
Common Pitfalls in Speaking Engagement Contracts
Even the most experienced speakers have walked into speaking arrangements only to discover that the agreement for the speaking engagement hasn’t adequately protected their rights, nor has it accurately reflected their expectations. Common mistakes include formatting errors to more serious omissions of key terms that could come back to negatively affect you or your business.
You’ve considered all the major clauses when it comes to contracts, but did you check for formatting errors? As with any contract, speaking engagement agreements should be clearly written with correct grammar. But they also should be well-organized and formatted so your rights and obligations aren’t obscured because you can’t find them easily.
An agreement should be clearly laid out into sections and subsections so that each responsibility is easy to find and is accurately recorded. The text should be easy to read, preferably in a basic font of at least 11- or 12-point size.
In addition to clear clause organization and text, contracts should be well-organized in terms of the functionality of the agreement. Is this agreement written logically? Does it make sense that the scope section comes before the definition section? Ensure that the agreement makes sense from a functionality standpoint and that all sections are properly broken out into subsections, so you don’t accidentally miss important clauses.
You’ll want an attorney to review your speaking engagement contract, but to avoid a maelstrom of issues arising from basic mistakes, you should ensure that you understand and approve each of the following requirements:
When you have these points covered in the contract, you should still sign and engage with it with caution. It’s vital to be careful in signing a speaking engagement contract because the obligations outlined within it extend far beyond the date and time of your expected talk. You should always read a speaking engagement contract all the way to the end, beginning to end, even if you are familiar with all the sections and terms, and have previously reviewed the contract with a lawyer.
Avoiding these common mistakes will assist in keeping your speaking engagements free of unnecessary headaches. Always ensure you have an attorney review your speaking engagement contract, and be sure that you review the contract carefully before signing.
Wrapping Up the Contract: Ensuring Mutual Clarity
Once the basic elements of a speaking engagement contract have been drafted and discussed, the next step is to finalize this document by ensuring that both parties are in agreement on each of its terms. Assuming the contract is reasonably fair to both sides, this stage may be accomplished by simply reading through the entire contract with the speaker and employer one final time, and obtaining their agreement by having them sign it. If doing so would be inadequate under certain circumstances or if any of the terms have not previously been discussed, however, the next step may involve one final conversation between the parties in which all of the terms are explained and their meaning made clear. Once this has been done, the discussion should then conclude and the speaker and employer should again be asked for their agreement. In some cases, it could be desirable to have a separate meeting in which the speaker, employer, and any other relevant parties (such as a manager) are gathered together again in one place so that the contract can be verbally explained to them en masse.
Whether using one final conversation or a separate meeting to discuss the terms of the contract, it is critical to take the time to talk directly with the speaker, employer, and any other necessary party in order to ensure that all are in agreement on the meaning of each of these terms and how they will be applied pending any unforeseen developments . Doing so reduces the likelihood of any future miscommunication over the meaning of contract provisions, and helps to protect against the possibility of a more serious dispute arising from any such miscommunication. Both parties should also be reminded to carefully consider how the contract should be interpreted when faced with an unforeseen event, as opposed to relying on unwritten practices or spoken agreements, as this may reduce the possibility of a conflict due to poor or incomplete communication between the parties.
Once this has been completed, a speaking engagement contract will generally be ready to be signed. At this point, it should be re-read for spelling errors or other mistakes, with corrections being made as needed before the final version of the contract is signed by the speaker and employer. Before these signatures are obtained, however, it is also important to briefly remind both parties to the contract to read the final version of this contract in its entirety before signing it while also thanking them for their business (or for agreeing to become employed) before and after collecting their signatures. Some employers and speakers will see great value in this, and in knowing that they are being provided with a final opportunity to review the entire contract before it is signed. In many cases, therefore, employers can help protect both their business interests and their reputation by taking the time to provide this small courtesy.