Charles Gasparino contract

Speakers.com, Inc. 1125 West Street,Suite 200 Annapolis, MD 21401 p 410-897-1970 f 410-897-1971 www.speakers.com

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Contract 6461 3/31/2016

Event Number Contract Date

Th< C....Wt Speakm On &rth

CONTRAC T SPECIFICATIONS

.f h_§rl~ Gasparino

S~e!_ke,!:

Sponsor Sponsor's Address

The University of North Texas (U ~T) 1155 Union Circle Drive #311250 J Denton, Texas 76203-501 7

Contact Name Contact Phone Date of Event Ev ent Description

Mary Howard i also on-site contact) (940) 565-3480 5/9/2017 Kuehne Speaker Series

Schedule for Required Activities

Schedule for Optional Activities Media and Recording Event Location!Address

Attire Audience ·Size

Contact Email

mary.howard2@unt.edu

Tuesday, May 9, 2017 9:00 am - 10:30 am: VIP Breakfast 11:00 am - 12:00 pm: Reception and Photo Op 12:15 pm - 12:45 pm: Key note Presentation 12:45 pm - 1:15 pm: Q & A 1:30 pm: Event Concludes Monday~ayB , 201 7 ?pm - 9i:im: Dinner j This appearance may not be recorded by any means or for any purpose; however, still images are approved for use O'!_ all affiliat~ u~v~rs_!!y webs_!!~~.!_media pages.

Hil!2n Anatole (also hotel) Event Phone (214) 748-1 ~ 2201 N Stemmons Fwy Dallas, TX 75207 Business

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400: Senior business executives and CEO's from DFW area, UNT Students & Staff.

Please do not schedule or change any events other than th ose detailed on the contract without prior approval from Speakers.com, Inc. All communications relating to future negotiating, planning, and execution of events involving this speaker and this sponsor will be conducted through Spea kers.com, Inc.

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Please make a reservation for the Speaker for the evening preceding the presentation and advise Speakers.com of the confirmation number. AN requirements will be forthcoming.

Honorar ium:

Deposit: Balance:

Financial Terms $29,500 US Dollars (Includes "flat travel" fee to cover all airfare, and ground transportation in city of origin) $15,750 US Dollars (Includes "flat travel") $13,750 US Dollars

Due Before:

4/07/2016 4/1812017

_ A.!!_ £.h ecks Payabl~ to Speak! f2.C0!!1, Inc. The Sponsor's additional financial obligations will include professional ground transportation in speech city on-site lodging for one night, meals & any other expenses necessitated by the Spea ker's journey to, presence in, or from the' city in which the program is presented.

UNIVERSITY OF NORTH TEXAS This Contract is subject to the terms Accepted By Sponsor Printed Name!Title Accepted By Speakers.com, Inc.

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. flaj~Chancellor for tch are part of this contract.

By: Donna Asher, Associate Vice Business 'Services

Date SSN or FEIN

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Date ~rinted Name/Title

Speakers.com, Inc. FEIN

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Barbara L. Bartos, Partner 52-2279468 Signature at the end of the following Terms & Conditions is also required!!

3/31/2016

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TERMS AND CONDITIONS FOR SPEAKERS.COM 1. The parties acknowledge (a) that the Artist is not a party to this agreement, (b) that SPEAKERS.COM is acting only as a speakers bureau representing Artist who will actually furnish the services provided herein, and (c) that the Artist is an independent contractor and not an employee, partner or joint-venturer or agent of SPEAKERS.COM. 2. Sponsor must return an executed copy of this agreement to SPEAKERS.COM within seven (7) days of the date first set forth on the face of this agreement form. If the executed agreement is not received within seven days, SPEAKERS.COM'S offer of Art.ist's services shall be deemed revoked. This agreement is not binding on SPEAKERS.COM or Artist unless and until the deposit required is received in fully collected US federal funds and a copy of this agreement is signed by an authorized SPEAKERS.COM representative.

3. [a] [i] In the event of sickness or of accident of Artist, or of unforeseen professional responsibility or of unforeseen emergency of Artist. or [ii] if a Program is prevented, rendered impossible or unfeasible by any act or regulation of any public authority, or by reason of riot, strike, act of God, epidemic, war, or declaration of disaster by federal or state government and the Program is cancelled, it is understood and agreed that there shall be no claim for damages by Sponsor and Artist's obligations as to the Program shall be deemed waived. 3. [b] In the event of a cancellation as set forth in 3 [a] [ij above, the parties will immediately negotiate in good faith for a rescheduled date on the terms and conditions set forth herein. In the event of a cancellation by Artist as set forth in 3 [a) above, SPEAKERS.COM, at its option, may, as an alternative to rescheduling, provide a comparable artist reasonably acceptable to Sponsor for the Program date.

Notwithstanding anything to the contrary herein, SPEAKERS.COM shall refund to Sponsor the deposit only in the event of cancellation pursuant to paragraph 3 [a] and a rescheduled date or comparable artist is not agreed to as provided herein. 3. [c) In the event of cancellation of this contract by Sponsor for reasons other than those set forth in 3 [a) above, SPEAKERS.COM shall be entitled to 50% of the agreed compensation, unless such cancellation occurs within sixty (60) days prior to the program date, in which case the entire fee shall be due and owing to SPEAKERS.COM. 4. Additional Activities, if any, are not deemed part of the Program. Except as specifically set forth in this agreement no Additional Activities shall be planned

by Sponsor nor expected of Artist. The compensation set forth is understood to be for the Program only, and Additional Activities set forth, if any, are understood to be undertaken on a best efforts basis, gratis, by Artist.

5. Unless specifically provided to the contrary herein, Sponsor shall be responsible for and provide all transportation necessary to transport the Artist from Artist home or office at the city of origin to the place of performance, and to return Artist from the place of performance to the point of origin, including all necessary air and ground transportation, and to the extent required, hotel and meals costs in connection with the travel arrangements.

6. In the event Sponsor refuses orneglects to perform any of the items herein stated, and/or to perform any obligations herein stated, and/or fails to make any payment provided herein, Artist shall have the right to refuse to perform this contract, and SPEAKERS.COM shall retain any amounts paid to SPEAKERS.COM by the Sponsor, and Sponsor shall remain liable to SPEAKERS.COM for the agreed compensation. In addition, if, on or before the date of any scheduled Program, Sponsor has failed, neglected or refused to perform any contract for any engagement through SPEAKERS.COM, or the financial standing or credit of Sponsor has been impaired or is, in SPEAKERS.COM's sole opinion, unsatisfactory, SPEAKERS.COM shall have the right to demand the compensation forthwith. If Sponsor fails or refuses to make such payment forthwith, SPEAKERS.COM shall have the right to cancel this engagement by notice to Sponsor to that effect, and to retain any amounts theretofore paid to SPEAKERS.COM by Sponsor, and Sponsor shall remain liable to SPEAKERS.COM for the agreed compensation herein set forth.

7. The Program to be furnished by SPEAKERS.COM shall receive billing in such order, form, size and prominence as approved by SPEAKERS.COM in all advertising and publicity issued by or under the control of Sponsor. Artist's name, voice and/or likeness may not be used as endorsement or indication of use of any product or service nor in connection with any corporate sponsorship or tie-up, commercial tie-up or merchandising.

8. Sponsor shall not itself, nor shall it permit others, to record, broadcast, televise, photograph or otherwise reproduce the visual and/or audio portions of the Program, or any part thereof, without the expressed written permission of SPEAKERS.COM. Sponsor consents to the use of the images of its facilities and venue in any recording and/or rebroadcasting by SPEAKERS.COM or other authorized party of the Program or any part thereof.

9. This agreement shall not in any way be construed so as to create a partnership, or any kind of joint venture undertaking between the parties hereto, nor make SPEAKERS.COM liable, in whole or in part, for any obligation that may be incurred by Sponsor.

10. Sponsor hereby indemnifies and holds SPEAKERS.COM and the Artist, as well as their respective agents, representatives, principals, employees, officers, and directors, harmless from and against any loss, damage or expense, including reasonable attorney's fees, incurred or suffered by or threatened against SPEAKERS.COM or Artist or any of the foregoing in connection with or as a result of any claim for personal injury, property damage or other loss brought by or on behalf of any third party person, firm or corporation as a result of or in connection with the Program, which claim does not result from the active negligence of the Artist and/or SPEAKERS.COM. 11. SPEAKERS.COM acts herein only as speakers bureau representative for Artist and is not responsible for any act of commission or of omission on the part of either Sponsor or Artist, or in any way for any statement or opinion expressed by Artist. In furtherance thereof, and for the benefit of SPEAKERS.COM, it is agreed that Sponsor will not name or join SPEAKERS.COM as a party in any civil action or suit arising out of, in connection with, or related to, any act(s) of commission or omission of Sponsor or Artist.

12. Any amusement, entertainment, admission or similar tax or taxes, whether imposed by federal, state or local authority, shall be the responsibility of Sponsor.

13. This agreement (I) cannot be assigned or transferred without the written consent of SPEAKERS.COM, (ii) contains the sole and complete understanding of the parties hereto and (iii) may not to be amended, supplemented, varied or discharged, except by an instrument in writing signed by both parties. The validity, construction and effect of this agreement shall be governed by la'NS of the State of New York as if this agreement were signed and completely performed in New York, regardless of the place of performance. Any claims by the parties arising from this agreement must be filed in the state or federal courts in the State and County of New York, and both parties consent to the personal jurisdiction of such courts over them. The terms "Sponsor" and "Artist" as used herein shall include and apply to the singular, plural, and to all genders.

14. Jn the event of a breach of this agreement by Sponsor, SPEAKERS.COM shall be entitled to its reasonable attorney's fees and disbursements incurred in connection with the breach by Sponsor and/or the collection of any outstanding sums due SPEAKERS.COM hereunder together with a finance charge of 1.5% per month from the date any payment became due.

15. The payment terms set forth in this agreement shall be complied with strictly by the Sponsor. The Sponsor further acknowledges that the timing of such payments is of the essence of this agreement. In the event that any payment is not received by the due dale, such non-payment shall constitute a material breach of this agreement. The acceptance by SPEAKERS.COM of any full or partial payment after the due date shall not be construed as a waiver of its rights and remedies with ~cl to such mzz~each.

Accepted IU'\A ~{

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STANDARD ADDENDUM TO AGREEMENT Contracts with tbe University of North Texas System, the University ofNorth Texas and the University of North Texas at Dallas (collectively, "University") are subject to the following terms and conditions, which are incorporated for all purposes into the Agreement to which they are attached. In the event of a conflict between the Agreement and this Addendum to Agreement, this Addendum shall govern. Any term or condition of the Agreement that is not superseded by a term or condition of this Addendum shall remain in full force and effect.

Payment. Shall be made in accordance with the attached contract.

Eligibilitv to Receive Payment. By entering into and performing under this Agreement, Vendor certifies that under Section 231.006 of the Texas Family Code and under Section 2155.004 of the Texas Government Code, it is not ineligible to receive the specified payment and acknowledges that this Agreement may be terminated and payment may be withheld if this certification is inaccurate.

Tax Exempt. University is exempt from the payment of taxes and will provide necessary documentation confirming its tax exempt status.

Breach of Contract Claims Against University. Chapter 2260 of the Texas Government Code establishes a dispute resolution process for contracts involving goods, services, and certain types of projects. To the extent that Chapter 2260, Texas Government Code, is applicable to this Agreement and is not preempted by other applicable law, the dispute resolution process provided for in Chapter 2260 and the related rules adopted by the Texas Attorney General pursuant to Chapter 2260, shall be used by the parties to attempt to resolve any claim for breach of contract against UNTS that cannot be resolved in the ordinary course of business.

Governing Law and Venue. This Agreement shall be construed and enforced under and in accordance with the laws of the State of Texas. Venue for any suit filed against University shall be subject to the mandatory venue statute set forth in § I 05 .15 lofthe Texas Education Code.

No Excess Obligations. In the event this Agreement spans multiple fiscal years, University's continuing performance under this Agreement is contingent upon the appropriation of funds to fulfill the requirements of the contract by the Texas State Legislature. lfthe Legislature fails to appropriate or allot the necessary funds, or if such appropriation is reduced by the veto of the Governor or by any means provided in the appropriations act, University shall issue written notice to Vendor that University may termfaate the Agreement without further duty or obligation, Public Information. University shall release information to the extent required by the Texas Public Information Act and other applicable law. If requested, Vendor shall make public information available to University in an electronic format.

Insurance. University, as an agency of the State of Texas, is insured for general liability insurance under a self-insurance program covering its limits of liability. The parties agree that such self-insurance by University shall, without further requirement, satisfy all insurance obligations ofUniversity under the Agreement.

Limitations. University is subject to constitutional and statutory limitations on its ability to enter into certain terms and conditions of the Agreement, which may include those terms and conditions relating to: liens on University property; disclaimers and limitations of warranties; disclaimers and limitations of liability for damages; waivers, disclaimers, and limitations on legal rights, remedies, requirements, and processes; limitations of time in which to bring legal action; granting control of litigation or settlement to another party; liability fo1¡ acts or omissions of third parties; payment of attorney's fees; dispute resolution; and indemnities. Terms and conditions relating to these limitations will not be binding on University, except to the extent not orohibited bv the Constitution and the laws of the State of Texas.

VENDOR:

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Speakers.com

By: Name: Title:

Barbara Bartos Managing Partner

Date:

04/11/2016

Rev. 11.15.13

UNIVERSITY OF NORTH TEXAS

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By: Donna Asher, Associate Vice Chancellor for Business Services Date:

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