MEETING executives hire speakers to educate or to entertain; the best speakers do both. It has become common practice for organizations that retain speakers, be they professional or, to enter into agreements with them outlining the terms under which their presentations will be made.
While terms can vary, such an agreement should incorporate certain basic provisions, which can be modified as necessary. A model speaker's agreement should address the following: compensation of the speaker; the organization's rights to the presentation; the speaker's representations concerning the content of the presentation; and protection for the organization in the event the speaker fails to appear or otherwise is unable to perform.
Get What You Pay For The first issue for the parties to resolve is the type and level of compensation the speaker is to receive. Speakers may agree that the exposure they get from being part of the meeting program is sufficient compensation; or they may agree to speak provided they are reimbursed for their expenses and/or paid an honorarium. In other cases--especially when professionals are involved--speakers are likely to expect a substantial fee.
In addition, all speaker's agreements should include provisions authorizing the organization to use the presentation as it desires. For example, if the group intends to record the speaker or wants to make a transcript of the presentation or distribute handouts used by the speaker, the agreement should grant it the right to do so. In the absence of an agreement to the contrary, a speaker owns all rights to his or her presentation.
Such authority may be obtained in one of two ways: by transfer of copyright or by license. The agreement may include a provision transferring the copyright of the presentation to the organization, which then owns the presentation and may use it freely. Or, a more likely arrangement is the agreement may grant the organization a license to use the presentation for one or more specified purposes. In that case, the speaker still owns the presentation, but the organization may use it to the extent provided by the license.
Next, any speaker's agreement should include representations by the speaker concerning content. First, the speaker should state that the presentation does not raise liability concerns for the organization, e.g., that it has not been plagiarized and does not defame any person or product. Second, many organizations also will want speakers to declare that their presentations will not promote a particular product or service. Both representations should be supported by the speaker's agreement to indemnify the organization from damages resulting from any breach of those promises.
What About No-Shows? Finally, where the presence of a specific individual is critical to the success of the meeting, the agreement should include provisions to minimize the likelihood that the speaker will cancel at the last minute. Because a speaker's agreement generally is considered afor "personal services," the agreement cannot "force" the speaker to perform. However, the organization can protect itself by including language in the agreement that provides for a set, predetermined monetary payment to the organization should the speaker be unable to appear. Such payments are called liquidated damages. Liquidated damages may be based on actual damages to the organization (for example refunds to attendees) or may be a set amount agreed on in advance. The decision to include a liquidated damages clause in the agreement may depend, in part, on whether the speaker is paid or is volunteering.
It also may be beneficial to include a provision requiring the speaker (or speaker's agent) to provide a substitute in the event the contracted speaker is unavailable. The advantage of such a provision is that it assures the organization of having some speaker; the disadvantage is that it often leads to disputes over the adequacy of the replacement. For certain unique personalities, there are no suitable substitutes.
You may also want to address specific issues in the agreement. For example, if you prefer a speaker to arrive the evening before an early-morning presentation, state that in your agreement. Or perhaps you want an advance transcript of the speaker's presentation. As with any agreement, determine what terms are necessary to protect your interests and ensure that the language accurately reflects those terms.
Jed R. Mandel is a partner in the Chicago-based law firm of Neal, Gerber & Eisenberg, where he heads the trade and professional association practice. He is a frequent lecturer and writer on meeting-related topics.