THIS AGREEMENT, entered into by and between SMC Full Circle Doula Birth Companion Training LLC, hereinafter referred to as “SMC”, you individually, and your company/organization that you represent, hereinafter referred to as the “Presenter”.
WHEREAS, SMC is organizing the Second Annual SMC Doula Conference (“Conference”) to be held from September 8 to September 10, 2023 at the DoubleTree by Hilton Hotel in Portland, Oregon;
WHEREAS, the Presenter desires to deliver a presentation at the Conference;
NOW, THEREFORE, in consideration of the promises and the mutual covenants herein, the parties agree as follows:
- Presentation Slot: SMC agrees to provide the Presenter with a time slot at the Conference. The Presenter must be ready to start their presentation at the designated time and finish within the allotted time (“Presentation Slot”).
- Registration: The Presenter agrees that all presenters must register for the Conference – either by paying to attend the entire conference or the Day Rate on the date of Presenter’s Presentation Slot.
- Indemnification: The Presenter agrees to indemnify, defend and hold harmless SMC, its officers, employees, and agents from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorney’s fees that SMC may incur or suffer, which arise from, result from, or are related to any breach or failure of Presenter to perform any of the representations, warranties, and agreements in this Agreement.
- Limitation of Liability: Under no circumstances shall SMC, its officers, employees, or agents be liable to the Presenter for indirect, incidental, consequential, special, or exemplary damages (even if advised of the possibility of such damages), arising from breach of this Agreement, such as, but not limited to, loss of revenue or anticipated profits or loss of business.
- Approval of Presenter & Presentation: SMC reserves the right to accept or reject any prospective Presenter and/or presentation subject matter at its sole discretion.
- Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Oregon.
- Presentation Costs: The Presenter will be solely responsible for all costs associated with the preparation, delivery, and any post-presentation activities related to their presentation.
- Non-Endorsement: The inclusion of the Presenter in the Conference does not constitute an endorsement by SMC of the Presenter’s products, services, or information. The Presenter shall not state or imply that their participation in the Conference constitutes such an endorsement.
- Third Party Beneficiary: The parties expressly acknowledge that this Agreement is not intended to benefit any person or entity not a party to this Agreement, and that the consideration provided by each party hereunder is solely for the benefit of the parties hereto.
- Entire Agreement: This Agreement contains the entire understanding and agreement of the parties, and there have been no promises, representations, agreements, warranties or undertakings by any of the parties, either oral or written, of any character or nature hereafter binding except as set forth herein. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the parties to this Agreement and by no other means.
- Cancellation and Rescheduling: SMC reserves the right to cancel or reschedule the Conference, or Presenter’s participation therein, at any time for any reason at its sole discretion. In such an event, SMC will not be liable for any costs, damages, fees, or expenses incurred by Presenter as a result of such cancellation or rescheduling.
- Respectful and Inclusive Conduct: Presenter agrees to conduct themselves in a respectful and inclusive manner at all times during the Conference. Presenter’s presentation must align with the aims and mission of the Conference. Any violation of this clause may result in immediate termination of this Agreement and expulsion from the Conference at SMC’s sole discretion, with no liability to SMC.
- Force Majeure: Neither party shall be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay or failure is caused by fire, flood, explosion, war, strike, embargo, government requirement, civil or military authority, act of God, or other similar causes beyond its control and without the fault or negligence of the delayed or non-performing party.
- Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. If necessary, the parties will agree to renegotiate in good faith any such invalid, illegal, or unenforceable provision to make it valid, legal and enforceable while preserving its original intent or to the greatest extent possible.
- Reservation of Rights: SMC reserves the right, at its sole discretion, to alter, amend, modify or rescind any term of this Agreement at any time, with or without notice to Presenter. Continued participation in the Conference by Presenter following any such change constitutes Presenter’s acceptance of the change.
- Recording and Publication Rights: The Presenter acknowledges and agrees that SMC and its representatives may video or audio-record the Presenter’s presentation at the Conference. The Presenter hereby grants to SMC the irrevocable, perpetual, worldwide right to use, reproduce, edit, distribute, perform, and display the presentation (including any slides, materials, or ancillary materials) in any media now existing or subsequently developed, for any purpose. This includes, but is not limited to, the right to use the presentation in whole or in part in future advertising and marketing materials and the right to distribute the presentation to attendees of the Conference and other interested parties. The Presenter further acknowledges that they will receive no additional compensation, beyond the terms agreed upon in this Agreement, for the use, reproduction, editing, distribution, performance, display, and rights granted herein related to the presentation.