Speaker Shock: Contract Know-How
By Marion Hanson
The event was a success. The attendees were impressed with the entire production, most notably your speaker. The next week, you get the speaker’s invoice, and it includes two first-class airline tickets, limousine charges, and several high-priced dinners.
In another scenario, the event didn’t go as expected. Instead of talking about the latest industry issues, the speaker turned your event into a live advertisement for his latest book.
How can you prevent such misunderstandings from occurring? Many AEs rely on their own experience or recommendations from others when they decide which speakers to hire. Those methods are invaluable, but they’re not the only protection you need against speaker shock.
Instead of learning from mistakes, you should aim to protect your association from speakers who disappoint by drafting a smart contract. Here’s some important factors to address.
Discuss Details Up Front
“Negotiate up front and let speakers know your expectations,” advises Tim Lockwood, vice president of professional development at the Ohio Association of Realtors® in Columbus. You can let speakers know what you expect by negotiating your specific needs and expectations before you sign a contract.
Some speakers have their own contract or are hired through speaker bureaus that use their own contract; other speakers don’t have any contract and look to you to frame the transaction. In either situation, it’s important that you know and understand the types of provisions to address so you get what you expect.
Here are some essentials of a speaker contract:
Parties—Include contact information for all parties involved. Identify the parties throughout the agreement by a title or defined term, such as “Association” and “Speaker.”
Topic—Specify in detail the topic to be discussed by the speaker, especially if your speaker is presenting materials for continuing education credit.
Schedule—Clearly state when the event will begin and end, when you expect the speaker to arrive, and where the event will take place. If your event is based on a specific continuing education requirement, make sure you note in the contract that the speaker mustn’t jeopardize this by cutting the presentation short.
Materials—Some speakers provide materials, such as handouts and outlines, to complement their presentations. If you’d like to include these in a notebook and must meet a print deadline to do so, make sure you specify in the contract when you need to receive the materials and in what format. If the speaker will bring the materials to the event, be sure to address who’s responsible for and who’ll pay for copying the materials. If there are deadlines for submitting materials to the state licensing commission for continuing education credit, be sure to address those in the contract, too. Finally, if you want to approve the speaker’s materials to be sure they conform to your standards, state that in
Technical Requirements—Ask the speaker to specify any AV needs and detail what technology is and is not available.
Budget—To prevent unexpected expenses, state specifically in the agreement what you will and won’t reimburse. For example, will the association pay for first-class or coach airfare? Will it pay for one or two nights of hotel stay? Also make it clear who’ll make the travel arrangements and the type of documentation the speaker needs to provide to be reimbursed for expenses.
Fee and Payment Terms—State specifically what the speaker’s fee will be and when it will be paid. To prevent problems that arise from cancellation of the event, make sure you state that the fee will be paid after the event has been completed. If the speaker requires a deposit when the agreement is executed, add language requiring the speaker to refund the deposit and any other pre-paid fees within a certain time period if there’s a cancellation or termination.
Personal Marketing—You’re not paying speakers to put on a commercial for themselves or giving them a booth to sell their products. So address what personal marketing will and won’t be acceptable.
Additional Duties—Make sure to include any additional duties you require of the speaker, such as being present for a sound check, a planned dinner, or a book signing.
Rights to Presentation and Materials—If your association plans to record the presentation or make reprints of the presentation materials for future use or sale, it’s imperative that you get the proper permission and rights in writing from the speaker.
Now, for a Few Boilerplate Clauses
You’ll also need to make sure the contract includes some standard contract clauses. Here are just a few:
Cancellation, Substitution, Force Majeure —What happens if the speaker cancels? Will you accept a substitute? What if, for reasons beyond your control, such as bad weather, you have to cancel the event? Do you still have to pay the speaker? Decide how to handle cancellations and substitutions before they happen.
Warranties and Indemnification—Add specific warranty language that states that the speaker owns the intellectual property rights to the presentation and the materials or has secured from the owner the right to use them. In addition, include an indemnification that makes the speaker legally responsible for any claims related to the speaker’s services and conduct, such as slanderous, libelous, or defamatory remarks made during the presentation.
Independent Contractor—Specify in the contract that the speaker is an independent contractor. This will help protect you from third-party claims based on the speaker’s actions or promises. It will also prohibit speakers from claiming they’re entitled to employee benefits and alert them that they’re responsible for reporting income from the engagement.
Assignment—If you want to preclude the speaker from assigning his rights under the contract to another speaker, require the association’s written consent before assignment.
Integration—An integration clause prohibits the parties from claiming there was an additional, oral understanding or stipulation not in the agreement. However, it also makes it more important for you to make sure the agreement encompasses all the terms that were negotiated regarding the speaker’s performance.
Good relationships are invaluable assets to your association. Creating and maintaining them are much easier when you define your expectations and allocate duties appropriately. That’s why when you hire a speaker, it’s important to create an agreement that protects your association, accomplishes your overall educational objectives, and is fair to your speaker.
To accomplish that, meet with your attorney to determine what provisions and language work best in accomplishing those goals. Most important, never assume the speaker has the same understanding regarding an issue or expectation that you do. If it’s important, take the extra step and specifically address it in the contract. That step will save you time, money, and grief.