Melissa Francis contract

MELLISA FRANCIS SPEAKING AGREEMENT

Addendum attached hereto and incorporated herein for all purposes.

THIS AGREEMENT (the "Agreement") along with the attached Standard Addendum to Agreement are entered into and effective January 24, 2017 between UNT Kuehne Lecture Series ("Contracting Party") and Melissa Francis ("Speaker"). Speaker warrants and covenants that she will exercise her best reasonable efforts for and on behalf of Contracting Party in connection with all services to be performed pursuant to this Agreement.

NOW, THEREFORE, the parties agree as follows: TERMS AND CONDITIONS 1. SCOPE OF WORK. Speaker will perform the following services for Contracting Party: •

•

Engagement on February 22, 2017 (the "Engagement"). Speaker hereby confirms that she is available on such date. Engagement will include: o 2:00 p.m. Hair and Makeup - Kuehne Residence 1721 Wisteria Way Westlake, TX 76262 o 5:00 p.m. Sound check -Event walk-through with UNT event planners and interviewer. UNT University Union, 1155 Union Circle, Denton, Texas 76203 o 6:00 p.m. Reception - Meet & Greet with guests, including photo opportunity for 60 min utes o 7 p.m .- Dinner o 7:45 p.m. - & Interview style conversation on stage for 45 minutes. o 8:30 p.m. - Book signing for guests in attendance The event w ill be recorded for marketing & social media purposes. Promotions for post event social media and digital media will be created using the Speaker as part of the marketing.

Speaker represents that she is qualified to perform such services and that she will use reasonable professional skill and her best efforts to perform the work. Speaker will at all times be and represent herself to be an independent contractor, not an agent or employee of Contracting Party.

2. USE OF INFORMATION / CONFIDENTIALITY. Speaker agrees that Contracting Party is permitted to make audio and video recordings of the event and to use such recordings solely in connection with the promotion of the Engagement. In addition, Contracting Party will provide Speaker a copy of any recordings, which shall be considered Information (as defined below) for purposes of this agreement.

Speaker further agrees that Contracting Party will be permitted to use the name and likeness of the Speaker to promote the Engagement, provided that Contracting Party will only use Speaker's name, likeness, reputation and image in a manner that is consist ent with the professional standards and reputation of Speaker and in a manner that is not, in any way, an endorsement of any company, product or service. Contracting Party agrees that they will use any information, data files, reports, pictures, likenesses, videos, graphics or other materials or property obtained, assembled, created or received in connection with this engagement regarding Speaker (" Information") solely for the purpose of the contracted engagement and so lely in a manner as

directed and approved by Speaker. Speaker shall have the right to approve all commercial copy, layouts and depiction of her likeness and any use of her name or image prior to any use by Contracting Party, which approval shall not be unreasonably delayed.

Furthermore, Contracting Party agrees that other than in connection w ith the promotion of the Engagement they will keep all Information confidential, unless otherwise agreed in advance by Speaker in writing. Contracting Party acknowledges that any Information is the property of Speaker and that any modifications, adaptations, alterations or other variations of any Information, whether produced by Contracting Party or otherwise, will remain the sole and exclusive property of Speaker.

3. PAYMENT. Contracting Party agrees to pay $30,000.00 (Thirty Thousand Dollars) to the Speaker for the Engagement. In addition, Contracting Party agrees to pay for first class round trip airfare to and from the Engagement from New York City on flights and times chosen by Speaker and will pay for five star hotel accommodations chosen by Speaker as well as all transportation to and from the airport in New York City and all transportation in the city of the Engagement. In addition, Contracting Party will reimburse Speaker for all meals and miscellaneous expenditures while on travel in connection with the Engagement. All travel, hotel and miscellaneous expenditures not to exceed $3,000.00. Contracting Party also agrees to purchase a minimum of seventy copies of Diary of a Stage Mother's Daughter ($9.88/book = $691.14), and pre-order at least seventy copies of Lessons from the Prairie ($14.82/book = $1,037.40) from the publisher as directed at http://bulkbooks.com. Notwithstanding anything to the contrary in the Standard Addendum to the Agreement, Speaker will receive a 50% non-refundable contract deposit at the time of signing the agreement in order to reserve the date and book travel arrangements and no later than 1week prior to the engagement, Speaker will receive the balance of the contract payment, which will also be non-refundable. The failure to pay all amounts due prior to the engagement will relieve Speaker of any and all obligations to Contracting Party. All expenses of Speaker incurred in connection with the Engagement will be reimbursed by Contracting Party to Speaker within fifteen (15) business days of the submission by Speaker to Contracting Party. If Contracting Party cancels the Engagement for any reason other than Speaker being in breach of this agreement, Speake r shall be entitled to retain all amounts paid to Speaker as damages.

4. FUTURE BOOKINGS/ PRODUCT SALES. Speaker shall have no obligation to Contracting Party with respect to any future bookings and or any product sales in any form whatsoever. Any such potential arrangement with respect to future bookings or product sales shall be solely pursuant to mutual w ritten agreement agreed separately by the parties.

5. INDEMNITY / RELEASE OF CLAIMS. To the extent allowed by the Laws and the Constitution of the State of Texas, Contracting Party agrees to defend, indemnify and hold Speaker free and harmless from any and all liabilities, losses, damages, expenses, costs, claims, demands or causes of action ("Claims"), including without limitation all attorney's fees, arising in connection with this engagement or this Agreement, including any and all Claims which may arise from or by Contracting Party. The covenants and conditions contained in this paragraph shall survive and continue in full force and effect following any termination of this Agreement and the completion of the Engagement.

6. TERMINATION BY CO NTRACTING PARTY / DAMAGES. If i) Speaker has received both of the above payments on or before the date that they are due, and the agreement has not otherwise

been breached by Contracting Party and Speaker fails to appear for the Event for any reason other than a force majure or ii) Speaker is indicted for, convicted of, or pleads no/a contendere to any criminal conduct amounting to a felony, then Contracting Party will have the right to terminate this agreement and Speaker will return amounts in excess of any out-of-pocket expenses incurred (i.e. amounts received by Speaker as speaking fees and amounts received by Speaker for book purchases, provided that if such amounts for book purchases are returned to Contracting Party, Contracting Party will not be entitled to receive any books) in relation to the program as Liquidated Damages for such breach. These Liquidated Damages shall be Contracting Party's exclusive remedy for any breach by Speaker of the Agreement.

7.

INDEPENDENT CONTRACTOR. In performing services under this Agreement, Speaker shall

operate as, and have the status of, an independent contractor and shall not act as or be an agent or employee of Contracting Party. Speaker is not entitled to worker's compensation benefits and Speaker is obligated to pay all taxes on all amounts earned pursuant to this Agreement.

8. CONTROLLING LAW AND JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflicts of law provisions. Each party submits to the exclusive jurisdiction and venue in the courts of New York County, New York.

9.

ENTIRE AGREEMENT. This Agreement shall be binding upon the heirs, legal representatives,

successors, and assigns of the parties. This Agreement constitutes the comp lete understanding of the parties. The parties have made no warranties or representations that are not contained in this Agreement. No modification, waiver or extension of any provision herein shall be valid unless in writing and signed by all parties and no waiver shall be deemed a continu ing one.

Agreed by:

Agreed by:

SPEAKER

UNIVERSITY OF NORTH TEXAS

Signature: Date:

~..A.Âľ~~"Ir/

Signature: Date:

~~

1/;1 /t?

iikeAIJâ‚Ź ~y, Executive Director for Procurement Services

STANDARD ADDENDUM TO AGREEMENT Contracts with the University of North Texas System and the University of North Texas (collectively, "UNT" ) are subject to the following terms and conditions, which are incorporated for all purposes into the Agreement to which they are auached. !n the event of a conOict between the Agreement and this Addendum to Agreement, this Addendum shall govern. Any term or condition of the Agreement 1ha1 is not superseded by a term or condition of this Addendum shaJl remain in fu II force and effect.

Pavment. In accordance with Chapter 2251 of the Texas Govern.men! Code: (a) payment shall be made no la1er lhan thirty days following the laler of (i) delivery of the goods or comple tion of the services and (ii) delivery of an invoice to UNT; and (b) interest, if any, on pasl due payments shall accrue and be paid al the maximum rate allowed by law. Vendor must be in good standing, not indebted lo the State of Texas, and current on al l taxes owed to the State of Texas for payment 10 occur. Invoices and any required supporting documents must be presented to: University of North Texas - Business Service Center, l l 12 Dallas Dr. Ste. 4000, Denton, TX 76205.

Eli!!ibi ljrv to Receive Payment. By en tering into and performing under 1his Agreement, Vendor certifies that under Seclion 231.006 of !he Texas Family Code and under Section 2155.004 of the Texas Government Code, it is not ineligible 10 receive the specified payment and acknow ledges that lhis Agreement may be tenninated and paymenl may be withheld if this certification is inaccurate.

Tax Exempt. UNT is exempt from the payment of taxes and will provide necessary docurnen1a1ion confirming its tax exempt status.

Breach of Con tract Claims Aga inst UNI. Chapter 2260 of 1he Texas Government Code establishes a dispute resolution process for contracis involving goods, services, and certain types of projects. To lhe extent that Chapter 2260, Texas Government Code, is applicable to this Agreemenl and is not preempted by other applicable Jaw, the dispute resolutio n process provided for in Chapter 2260 and 1he related ru les adopted by the Texas Atlomey General pursuant to Chapter 2260, shall be used by the parties to anempt to reso lve any claim for breach of contract against UNT tha t 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 Jaws of the State of Texas. T he Agreement is made and entered into, and is performab le in whole or in parl in Denton Councy, Texas, and venue for any suit fi led against UNT shall be subject to the mandatory venue statute set forth inยง 105.151 of the Texas Ed uca tion Code.

No Excess Ob ligations. In the event chis Agreement spans mu ltiple fiscal years, UNT's continuing performance under Lhis Agreement is conringent upon the appropriation of funds to fu lfi ll the requirements of the contract by the Texas State Legis lature. If the Legislature fails to appropriate or allot the necessary funds, o r if such appropriation is reduced by the veto of the Governor or by any means provided in the appropriations act, UNT shall issue wrillen notice to Vendor that UNT may terminate the Agreement without further duty or obligation.

Travel Expenses. Reasonable travel, meals, and lodging expenses shall be charged in accordance wi1h and sha ll not exceed State o f Texas travel, meal, and lodging reimbursement gu idel ines applicable to employees of the Seate of Texas.

Insurance. UNT, 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 UNTshall, wi thout further requirement, satisfy all insurance obligations of UNT under rhe Agreement.

Public Information. UNT shall release information to the extent required by the Texas Public Information Act and other app licable law. If requested, Vendor shall make public information available lo UNT in an e lectronic format.

Required Posting of Contracts on Website.

Vendor acknowledges and agrees that UNT is required by Section 226 l.253 of the Texas Government Code to post each contract it enters into for the purchase of goods or services from a private vendor on its Internet website, including any terms and conditions otherwise marked confiden1ial and/or proprietary.

Limitations. UNT is subject to constitutional and s tatutory 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 ONT property; disclaimers and limitations of warranties; disclaimers and limitations of liability for damages; waivers, disclaimers, and limitations on lega l rights, remedies, requirements, and processes; limitations of time in which to bring lega l a ction; g ranting contrnl of litigation or settlement to another party; liability for acts or omissions of third parties; payment of attorney's fees; dispute resolution; aod indemnities. Terms and conditions relating to these limitations will not be binding oo UNT, except to the extent not prohibited by th Con stitution and the laws o the State of Texas .

VENDOR: By: Name: Title: Date:

....-:::::-".

UNIVERSITY OF NORTH TEXAS By:

Date:

~t:;,

1/g,(17

Mike AbernetY,EXecutive Director for Procurement Services