CPD for Me Exclusive Speaker Terms and Conditions

BACKGROUND

CPD for Me & CPD-LIVE wishes to engage the Presenter to provide Services and the Presenter wishes to provide those Services upon the terms and conditions set out in this Agreement.

OPERATIVE PARTS SCHEDULE

Clause Details
Services The services to be provided by the Presenter are the content for and presentation of:

  • continuing professional development and continuing professional education lectures in the fields of practice management, professional skills, substantive law, ethics and professional responsibility via live webinars (Webinars); and/or
  • video studio presentations recorded in the form of a webinar or other recording made available in an online library (On-Demand Lesson),

as set out below and/or in a Statement of Work issued by the Company from time to time, which will be hosted, recorded, published, on-sold, distributed and otherwise commercialised by the Company during the term of this Agreement and for a period of 12 months after the date that this Agreement is last signed (collectively the Lectures).

Fees As per clause 5 of this Agreement.
Payment Period As per clause 5 of this Agreement.
Presenter As per Speak For Us Online Submission Form
Topic/s As per Speak For Us Online Submission Form

 

1. THE ENGAGEMENT
 1.1  The Presenter agrees to perform or, (if the Presenter is a corporation or partnership), to procure the performance of the Services by the person or persons named in the Schedule for the Company, on the Topic, at the Service Site, for the Fees, on the Service Dates and Times or as set out from time to time in a Statement of Work issued to the Presenter by the Company. The Presenter must accept or reject a Statement of Work within seven (7) days of receipt and understands that if it does not accept it within that timeframe that the Company is free to offer it to another Presenter.
 1.2  The Presenter warrants that it or the person or persons named therein as the case may be holds each of the Qualifications set out in the Schedule.
2.  LECTURES
 2.1 The Lectures to be presented by the Presenter are to be mutually agreed upon by the Parties, from time to time.
 2.2  Twenty one (21) days before each Lecture, the Presenter must supply the Company with:
  (a)  a list of learning objectives for the Lecture, comprising of three (3) to five (5) bullet points;
  (b)  two (2) to (3) paragraphs on relevant industries, who should attend the Lecture (position and titles) and why;
  (c)  confirmation of whether the Lecture satisfies the core and/or pre-requisite continuing legal education or continuing professional development requirements for the industry in question; and
  (d)  the name, contact details, professional biography and image of each presenter.
 2.3  Seventy two (72) hours before each Lecture, the Presenter must supply the Company with any presentation materials to be used in the Lecture including but not limited to, PowerPoint slides and mp.4 files.
 2.4  The Presenter may make offers to subscribers for products and services during the Lecture, provided they have obtained the prior consent of the Company to do so.
3.  NATURE OF ENGAGEMENT
 3.1  The Presenter may elect to provide the Services under this Agreement under an Exclusive Engagement or a Non-Exclusive Engagement.
 3.2  The Nature of Engagement is as per the Schedule.
4. PROMOTION
 4.1  The Presenter agrees and acknowledges that the Company may modify or otherwise amend the form and content of the Lectures and may produce, distribute or publish the Lectures using any medium whatsoever for the purpose of promoting the Lectures through such channels and avenues as elected by the Company.
5.  FEES AND INVOICING
 5.1  Under an Exclusive Engagement the Company will:
  (a)  pay the Presenter $5 (inclusive of GST) for every On-Demand Lesson sold;
  (b)  grant the Presenter a single user licence to access and make use of the Company’s library of on-demand content;
  (c)  make available to the Presenter the details of subscribers who have purchased the Presenter’s Lectures through cpdforme.com.au;
  (d)  make available to the Presenter any queries posed by the Company’s subscribers relating to the Presenter’s Lectures;
  (e)  provide the Company with analytics of attendees and third party distribution sales; and
  (f)  upon request, review and make recommendations on the Presenter’s current website and social media accounts (if any).
 5.2  Under a Non-Exclusive Engagement, the Company will:
  (a)  grant the Presenter a single user licence to access and make use of the Company’s library of on-demand content;
  (b)  make available to the Presenter the details of subscribers who have purchased the Presenter’s Lectures through cpdforme.com.au;
  (c)  make available to the Presenter any queries posed by the Company’s subscribers relating to the Presenter’s Lectures;
  (d)  provide the Company with analytics of attendees and third party distribution sales; and
  (e)  upon request, review and make recommendations on the Presenter’s current website and social media accounts (if any).
 5.3  For the avoidance of doubt, the consideration stated in clauses 5.1 or 5.2 (as the case may be) constitutes the total consideration payable to the Presenter under this Agreement (Consideration).
 5.4  Subject to clauses 5.5 and 5.6, the Company will pay the Presenter the monies payable under clause 5.1(a) and 5.2(b) (Monetary Consideration) within 30 days of the end of the quarter during which the Presenter’s Lectures have been sold (Payment Period).
 5.5  In order to receive the Monetary Consideration payable to the Presenter under this Agreement, the Presenter must provide the Company with a tax invoice that complies with any invoicing guidelines released by the Australian Taxation Office from time to time that includes the Presenter’s ABN, a description of the Services and any receipts for pre-agreed out of pocket expenses.
 5.6  In order to receive the Monetary Consideration payable to the Presenter under this Agreement, in circumstances where the Presenter’s Lectures are being hosted and charged for through a third party platform, the Company must first have received in cleared funds the monies payable to the Presenter in respect of the Lectures.
6.  INSURANCE
 6.1  The Presenter (and its employees and agents) is not entitled to the benefit of any accident, third party liability, public liability or indemnity policies of insurance or workers compensation policies that the Company may hold.
 6.2  The Presenter agrees to make its own arrangements to ensure adequate insurance coverage is effected and maintained throughout the duration of this Agreement
 6.3  The Presenter agrees to provide the Company with evidence of such arrangements, if requested.
7.  SUPERANNUATION
 7.1  The Presenter is not entitled to any superannuation contributions from the Company.
8.  LOCATION AND FACILITIES
 8.1  The Presenter will be granted access to the Company’s premises and/or the Service Site as necessary for the performance of the Services.
 8.2  The Company must ensure the Company’s premises and/or Service Site are safe working environments in which to perform the Services.
 8.3  The Presenter is responsible for providing all content necessary for the presentation of the Lectures and the Company will be responsible for providing all equipment and paying all production costs, unless otherwise agreed by the Parties.
9.  SUBCONTRACTING
 9.1  The Presenter must not subcontract the performance of any part of the Services.
10.  CONTRACTOR’S FURTHER WARRANTIES AND REPRESENTATIONS
 10.1  The Presenter warrants and represents that throughout duration of this Agreement:
  (a)  it has legal capacity, power and authority to enter into this Agreement;
  (b)  there are no legal restrictions preventing it from performing the Services;
  (c)  it is duly qualified to perform the Services;
  (d)  in performing the Services it will act with due care and skill;
  (e)  it will re-perform any defective or nonconforming Services;
  (f)  it will comply with any reasonable directions given to it by the Company from time to time;
  (g)  it will act lawfully and will comply with any applicable licenses, laws, regulations, industry codes of conduct, health and safety requirements and Australian standards in performing the Services;
  (h)  it is not aware of any actual or potential conflict of interest in it providing the Services (unless otherwise agreed in writing with the Company);
  (i)  it will not infringe any third party rights or violate any other agreement by performing the
Services;
  (j)  it has complied with all applicable legislation, awards and industrial instruments in engaging or employing all persons who will perform the Services in accordance with this Agreement;
  (k)  it has a valid ABN which has been advised to the Company; and
  (l)  it is registered for GST purposes.
11.  COMPANY’S WARRANTIES AND REPRESENTATIONS
 11.1  The Company warrants and represents that throughout the duration of this Agreement:
  (a)  it will promote the Presenter and their Services via the Company’s social media platforms; and
  (b)  it will promote the Presenter’s On-Demand Lessons each month.
12.  CONFIDENTIALITY
 12.1  The Presenter (and its employees and agents) will maintain the secrecy of the Company’s   Confidential Information. The Presenter (and its employees and agents) agree that they will not
(and they will use their best endeavours to ensure third parties do not) disclose, copy, transmit, retain or remove any of the Company’s Confidential Information.
 12.2  The Company (and its employees and agents) will maintain the secrecy of the Presenter’s
Confidential Information. The Company (and its employees and agents) agree that they will not
(and they will use their best endeavours to ensure third parties do not) disclose, copy, transmit, retain or remove any of the Presenter’s Confidential Information.
 12.3  The obligations under this clause will survive termination of this Agreement.
13.  PRIVACY
 In performing the Services , the Parties agree to comply with the Australian Privacy Principles as
set out in the Privacy Act 1988 (Cth) and any other applicable legislation or Privacy Guidelines.
14.  INTELLECTUAL PROPERTY
 14.1  The Presenter licenses to the Company the Intellectual Property that it (or its employees or agents)
creates in connection with the Lectures in whatever media whatsoever (Licensed Materials).
 14.2  The Presenter grants to the Company a nonperpetual, exclusive, revocable, worldwide, non-transferrable licence to use, capture, reproduce, distribute and on-sell the Licensed Materials for the purpose of commercialising the Lectures, including syndicating the Lectures through third party platforms.
 14.3  The Company warrants and acknowledges that:
  (a)  it will attribute authorship in the Licensed Materials to the Presenter but will brand, market and otherwise promote the Licensed Materials under the Company’s branding; and
  (b)  the Presenter owns all the Intellectual Property rights in the Licensed Materials including but not limited to copyright which subsist in all creative and literary works incorporated into the Licensed Materials.
 14.4  The licence and obligations under this clause will survive termination of this Agreement for a
period of twelve (12) months.
15.  TERMINATION AND CANCELLATION
 15.1  Term and termination for convenience: The term of this Agreement will commence on the date the last Party executes it and will continue until terminated in accordance with its terms, including this clause. Either Party may terminate this Agreement without cause by giving the other Party thirty (30) days’ notice in writing, provided that as at the effective date of termination all Services will have been completed and delivered in full.
 15.2  Cancellation/Postponement: In the event of illness or emergency affecting the Presenter and the Presenter is not able to provide the Services, the Presenter will notify the Company forthwith
and the Company will make all reasonable efforts to reschedule the Services . The Company will notify the Presenter at least one (1) month prior to the Company’s cancellation/postponement of a Lecture(s). If it is not possible to reschedule the Services despite the best efforts of both Parties, either Party may by notice in writing to the other Party terminate this Agreement, without penalty.
 15.3  Termination for insolvency: Either Party may terminate this Agreement forthwith by notice, in
writing, if an order is made or a resolution passed for the relevant Party to be deregistered or wound up; a receiver, receiver and manager or an administrator is appointed to all or substantially all of the property of the relevant Party.
 15.4  Termination for material breach: Subject to the dispute resolution procedures in this Agreement, either Party may at any time terminate this Agreement if in the reasonable opinion of one Party, the other Party (or one of its employees or agents) commits a material breach of this Agreement including but not limited to a breach of the warranties or the requirement to pay Fees and expenses.
 15.5  Obligations on termination: Upon termination of this Agreement, the Presenter will:
  (a)  Obligations on termination: Upon termination of this Agreement, the Presenter will:
  (b)  pay to the Company any amount owed in respect of any indemnities provided under this Agreement.
Upon termination of this Agreement, the Company will:
  (c)  remove any applicable recordings from the online register of the company library within 30 days;
  (d)  cease promotion and sale of webinar events for the Presenter;
  (e)  pay the Presenter any amounts owing under this Agreement; and
  (f)  pay to the Presenter any amount owed in respect of any indemnities provided under this Agreement.
 15.6  The accrued rights, obligations and remedies of the Parties are not affected by the termination of this Agreement.
16.  NON-COMPETE
 16.1  The Presenter may engage in other work throughout the duration of this Agreement
 16.2  If the Presenter becomes aware of any conflict of interest between this Agreement and any other work it has been offered or is undertaking, it must inform the Company immediately in writing and take all steps as reasonably agreed with the Company to resolve the conflict.
 16.3  The Presenter agrees that in consideration of the contract and remuneration provided under this Agreement, throughout the duration of this Agreement and when the Agreement ends, it will not as a sole trader, partner, manager, employee, director, consultant, advisor, shareholder, unit holder, trustee or with any other entity in which the Presenter may at any time have any direct or indirect interest directly approach, canvass, solicit or deal with any client, customer, partner or affiliate of the Company who was a client, customer, partner or affiliate at the date of termination of this Agreement or within the 12 months prior.
 16.4  Duration and Geographical Reach of Restrictive Covenant
This clause applies for:
  (a)  twelve (12) months, or (if that duration is held by a court to be unreasonable);
  (b)  six (6) months, or (if that duration is held by a court to be unreasonable);
  (c)  three (3) months,
  in:
  (d)  the Commonwealth of Australia, or (if that geographical area is held by a court to be unreasonable);
  (e)  the State or Territory in which the Presenter works for the Company at the date of termination of this Agreement, or (if that geographical area is held by a court to be unreasonable);
  (f)  the metropolitan area of the capital city in which the Presenter works for the Company at the date of termination of this Agreement.
 16.5  Enforceability: Each restraint contained in this Agreement, resulting from any combination of the wording and definitions in the clause, constitutes a separate and independent provision, severable from the other restraints. If a court of competent jurisdiction finally decides any such restraint to be unenforceable or whole or in part, the enforceability of the remainder of that restraint and any other restraint will not be affected.
 16.6  Reasonable Covenant: The Presenter acknowledges that this clause is reasonable in terms of its  extent and duration and goes no further than is reasonably necessary to protect the interests and confidential information of the Company. The Presenter also agrees that this clause does not unreasonably restrict the Presenter’s right to carry on his or her profession or trade.
17.  LIABILITY AND INDEMNITY
 17.1  The Company is liable for and agrees to indemnify the Presenter in respect of any claim, action, damage, loss, cost, charge, expense, penalty, fine or payment which the Presenter suffers, incurs or is liable for as a result of any breach by the Company (or its employees, agents or subcontractors) of this Agreement or its obligations or warranties under this Agreement.
 17.2  The Presenter is liable for and agrees to indemnify the Company in respect of any claim, action, damage, loss, cost, charge, expense, penalty, fine or payment which the Company suffers, incurs or is liable for as a result of:
  (a)  the content and presentation of the Lectures;
  (b)  any breach by the Presenter of its obligations or warranties under this Agreement; and
  (c)  any court, tribunal or authority whatsoever determining that the Presenter is deemed an
employee of the Company under any law.
 17.3  The obligations under this clause will survive termination of this Agreement.
18.  DISPUTE RESOLUTION
 18.1  If there is a dispute between the Parties in relation to this Agreement, the Parties agree to the following dispute resolution procedure:
  (a)  The complainant who has the dispute must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The Parties will agree to meet in good faith to seek to resolve the dispute by agreement between them.
  (b)  If the Parties will not meet, or cannot agree on how to resolve the dispute within 2 weeks of the written notice from the complainant, then any of the Parties may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, the complainant will ask the Law Society of the Company’s State to appoint a mediator. The mediator will decide the time and place for mediation. The Parties must attend the mediation recommended by the mediator, in good faith, to seek to resolve the dispute through mediation or other alternative dispute resolution processes.
 18.2  Any attempts made by the Parties to resolve a dispute pursuant to this clause shall be without prejudice to any other rights or entitlements of the Parties under this Agreement, by law or in equity.
 18.3  If GST is payable on any supply made under this Agreement, the recipient of the supply must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time that the consideration is to be provided under this Agreement and must be paid in addition to the consideration expressed elsewhere in this Agreement unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.
 18.4  The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”,
“supply”, “taxable supply” and “tax invoice” each has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
19.  NOTICES
 19.1  Form of notice: A notice or other communication must be in writing in English and may be:
  (a)  delivered personally;
  (b)  given by an agent of the sender;
  (c)  left at a Party’s current delivery address for notices as set out in this Agreement;
  (d)  sent by prepaid mail to a Party’s current postal address for notices as set out in this Agreement;
and/or
  (e)  sent by email to a Party’s current email address for notices as set out in this Agreement.
  (f)  Receipt of notice
 19.2  A notice or communication is taken as having been given:
  (a)  when left at a Party’s current delivery address for notices; or
  (b)  if mailed within Australia to an Australian address, on the third Business Day after posting; or
  (c)  if mailed outside of Australia to an Australian postal address or within Australia to an address outside of Australia, on the tenth Business Day after posting; or
  (d)  if by email, when transmitted to the addressee provided that if the delivery or receipt of the email is on a day which is not a Business Day or is after 4.00 pm (addressee’s time) it is regarded as received at 9.00 am on the following business day.
 19.3  Addresses for service are set out in the start of this Agreement. A Party may change its address for service of notices by written notice to the other Party.
20.  GENERAL
 20.1  Relationship: The Presenter may describe themselves as a contractor to the Company, but must not describe itself in any way as an employee or agent of the Company.
 20.2  Assignment: This Agreement is personal to the Parties. A Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld). Any purported dealing in breach of this clause is of no effect.
 20.3  Consents and approvals: Where this Agreement provides that a Party may conditionally or unconditionally give or withhold any consent or approval in relation to any matter in this Agreement, that Party may in its absolute discretion, and without being obliged to give reasons for doing so, withhold any consent or approval or give consent or approval conditionally or unconditionally.
 20.4 Entire agreement and understanding: In respect of the subject matter of this Agreement: this Agreement contains the entire understanding between the Parties; all previous oral and written communications, representations, warranties or commitments are superseded by this Agreement and do not affect the interpretation or meaning of this Agreement; and each of the Parties has relied entirely on its own enquiries before entering into this Agreement.
 20.5  Governing law and jurisdiction: This Agreement is governed by the laws of New South Wales and the Commonwealth of Australia. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales.
21.  DEFINITIONS AND INTERPRETATION
 21.1  Definitions

In this Agreement:
Agreement means this agreement between the Parties.
Business Day means a day which is not a Saturday, Sunday or bank or public holiday in New South Wales.
Confidential Information means any information about a Party, its operations, products and customers acquired by the other Party (or any of its employees or agents) whilst, or as a result of, performing the Services which is not in the public domain, other than as a result of breach of confidence.
Exclusive Engagement means the Presenter enters this Agreement with the understanding that the Presenter; (a) grants the Company an exclusive right to host, use, record, publish, distribute, sell and otherwise commercialise the Lectures throughout the term of this Agreement; (b) will not host, use, record, publish, distribute, sell, commercialise or make available for use, sale or commercialisation the Lectures; and (c) will not undertake work for other commercial continuing
professional development providers who provide continuing professional development services in the areas of law, accounting, mortgage brokerage and management, financial planning or real estate, during the term of this Agreement and for a period of twelve (12) months thereafter.
Fees are set out in the Schedule.
Intellectual Property includes but is not limited to:

  1. all present and future rights to intellectual property including inventions and improvements, trade marks (whether registered or common law trade marks), patents, designs, copyright, any corresponding property rights under the laws of any jurisdiction;
  2. all rights in respect of Confidential Information, an invention, discovery, trade secret, secret process, know-how, concept, idea, information, process, data, formula or work product; and
  3. all work product developed in whole or in part by the Presenter while providing the Services under this Agreement.

Service Dates are set out in the Schedule
Service Site is set out in the Schedule.
Moral Rights means the right of attribution of authorship, the right not to have authorship falsely
attributed and the right of integrity of authorship, as defined in the Copyright Act 1968 (Cth).
Non-Exclusive Engagement means the Presenter enters into this Agreement with the  understanding that the Presenter will grant the Company a non-exclusive right to host, use, record, publish, distribute, sell and otherwise commercialise the Lectures throughout the term of this Agreement and for a period of twelve (12) months thereafter.
Parties means the parties entering into this Agreement.
Payment Period is set out in the Schedule.
Qualifications are set out in the Schedule.
Services are set out in the Schedule.
Statement of Work means any document provided by the Company to the Presenter that specifies Services to be provided and deliverables and timelines in respect of the same.
Times are set out in the Schedule.
Topic is set out in the Schedule.

 21.2  Interpretation
  (a)  words in the singular include the plural and vice versa;
  (b)  headings are for convenience and do not affect the interpretation of this Agreement;
  (c)  any gender includes the other gender;
  (d)  a reference to a clause, paragraph, schedule or annexure is a reference to a clause, paragraph, schedule or annexure, as the case may be, of this Agreement;
  (e)  if any act which must be done under this Agreement is to be done on a day that is not a Business Day then the act must be done on or by the next Business Day;
  (f)  a reference to any legislation includes subordinate legislation and all amendments, consolidations or replacements from time to time;
  (g)  if a word or phrase is defined in this Agreement then any other grammatical form of the word or phrase shall have a corresponding meaning;
  (h)  a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity;
  (i)  “includes” and similar words mean includes without limitation;
  (j)  no clause of this Agreement shall be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;
  (k)  a reference to a Party includes the Party’s legal personal representatives, successors, assigns and persons substituted by novation;
  (l)  a reference to this or any other agreement includes this Agreement, all schedules and annexures as novated, amended or replaced and despite any change in the identity of the parties;
  (m)  a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
  (n)  a reference to time is to local time in New South Wales; and
  (o)  a reference to “$” or “dollars” refers to the currency of Australia from time to time.
 EXECUTION
 Executed as an agreement in accordance with section 127 of the Corporations Act by:
 CPD For Me Pty Ltd ABN 86 101 622 708 and Speak For Us Submission Form