Keynote, Speaker, and Trainer Agreement
PRESENTER AGREEMENT & RELEASE
I accept the offer of the OWASP Foundation, Inc., a Delaware nonprofit corporation (the “Company”), to participate as a keynote, speaker, trainer, or virtual trainer (a “Presenter”) as part of the event described on Exhibit A hereto (“Event”) subject to the terms and conditions set forth herein.
I agree to indemnify and hold harmless the Company against any claims, demands, losses, costs, and expenses (including the costs of any investigation and reasonable attorneys’ fees) or damages, obligations, deficiencies, and liabilities which arise or result from or are related to any breach of any representation, warranty, or covenant by Presenter contained herein, or claims relating to the content or materials prepared or used by me, including, without limitation, any claims that such content or materials, or the reproduction, distribution, performance, display, and transmission of such content or materials violates the rights of any person or any governmental law, rule or regulation. Specifically, I agree that the use of any content or materials prepared or used by me will not expose the Company to liability for breach of confidentiality, or for infringement of copyright or any other intellectual property rights of a third party, or similar liability.
In the unavoidable situation that I am unable to fulfill my commitment to present, I will promptly notify the primary point of contact of the event via telephone/email so that the Company may find an alternate Presenter for my session. If I violate the terms of this agreement or fail to meet any established deadlines, the Company reserves the right to replace me as a Presenter with another presenter from my company or organization or from another company or organization at the sole discretion of the Company.
The Event program, including dates and sessions times, is designed at the sole discretion of the Company. Reasonable accommodations can be made for schedule requests but cannot always be guaranteed.
For Virtual Trainers: To successfully deliver my session, I may request contact information about my attendees including email addresses. I agree to only use this information for the purposes of preparing and delivering materials needed for my session associated with the Event, and for no other purpose. I further agree that my use of attendee contact information for any other purpose, and in particular for soliciting future business, is strictly prohibited. Furthermore, I acknowledge and agree that any attendee information provided may be subject to applicable data protection laws, including among others the EU General Data Protection Regulation (“GDPR”), and my use of any such attendee information will at all times be in accordance with any such applicable laws, and that I will not disclose any attendee data to any third party for any reason unless required by and in accordance with applicable law.
REMUNERATION AND PAYMENT
As a Presenter, I will receive a single non-transferable admission pass to the Event, where applicable, and other remuneration as listed below or as may additionally be listed in Exhibit A. Any remuneration or expense reimbursement request must be submitted to the Company Service Desk (CSD) with appropriate documentation no sooner than ten (10), and no later than ninety (90) days following the event in which I present. Remuneration and reimbursements are subject to the policies and procedures of the Company.
FOR SPEAKERS. I will not receive any compensation for presenting at this Event. Additionally, I will not be reimbursed for any travel expenses such as airfare, housing, or any other daily expenses incurred while attending the Company’s Event for which I am a Presenter.
FOR EVENT KEYNOTES. I will not receive any compensation for presenting at this Event. However, the Company will reimburse fair and reasonable travel expenses in connection with the event for which I am a Presenter. This reimbursement may include Economy Airfare, or Premium Economy for flights greater than seven hours, lodging, and daily expenses for up to three days incurred while attending the Company’s Event for which I am a Presenter. If housing arrangements are provided by the Company to the Presenter, separate lodging expenses will not be reimbursed.
FOR IN-PERSON TRAINERS. For Global AppSec events I am eligible for up to $5,000 and one-night lodging in Company arranged lodging per full day of scheduled sessions for which I present. For other events, I am eligible according to terms in the Call for Trainers. I must provide appropriate taxing authority documentation as needed for final payment such as a W-9 in the United States. I will not be reimbursed for any travel expenses such as airfare, or any other daily expenses incurred while attending the Company’s Event for which I am a Presenter.
FOR VIRTUAL TRAINERS. As a trainer of a Virtual AppSec Days event, I am eligible for 50% of my session’s revenue up to a $2,500 remuneration, and then 20% of any additional session revenue. I must provide appropriate taxing authority documentation as needed for final payment such as a W-9 in the United States. I will not be reimbursed for any expenses incurred to deliver sessions for the Company’s Conference.
Force Majeure Terms. In the event of war, fire, strike, government regulation, public catastrophe, an act of God, or if due to a pandemic, including but not limited to the COVID-19 pandemic or a subsequent mutation thereof, the Company is prevented from holding an Event or any part thereof, or cancels an Event (expressly excluding delays, rescheduling, re-arrangements, and postponements), the Company shall have no obligation to the Presenter with regard to any Event that is canceled, including any remuneration or expense reimbursement.
Term and termination. This agreement will remain in force unless terminated by either party in accordance with the terms herein. Company may terminate this Agreement for any reason or no reason upon 14 days’ written notice to Presenter, including if, in Company’s view, insufficient numbers of attendees sign up to attend the Event, or in the case of a virtual Event sign up for viewing or download; or the Event in Company’s opinion is no longer practicable or financially viable for whatever reason. Presenter may terminate this agreement with Company’s approval, which shall not be unreasonably withheld, upon providing written notice to Company not less than thirty (30 ) days prior to the Event. Furthermore, either party may immediately terminate this Agreement by giving written notice to the other party, if the other party: (i) materially breaches the Agreement and fails to remedy such breach within 30 days of notice given by the party not in breach to the other; or (ii) materially breaches the Agreement where such breach is not capable of remedy. In the event Company terminates this Agreement on account of Presenter’s material breach, Company will be under no obligation to pay Presenter any remuneration, and Presenter will have no entitlement to expense reimbursement. Notwithstanding the foregoing, Company may, at Company’s sole discretion, refund to Presenter any reasonable expenses already incurred but not paid prior to termination. In the event Presenter cancels other than for Company’s material breach of this Agreement, or without other reasonable explanation (as determined in Company’s sole discretion), Presenter will use best efforts to work with Company to minimize the costs of replacing Presenter, which may include assisting Company to find a replacement Presenter for the Event or providing your presentation or parts thereof to the replacement Presenter.
I understand that the views and opinions expressed at the Event will be mine and not those of the Company. I further understand and agree to abide by the following guidelines about presenting at Events:
Presenters are encouraged to include their contact information when introducing themselves and their company logo if they want to on the corresponding slide, but are discouraged from including their logo on any other slide or handout materials. Presenters are to avoid any appearance of commercialism in their session and presentations are to be of a technical or solutions emphasis. Further, I understand that the program tracks of the Event are provided for educational purposes, and does not constitute a sales or marketing platform. I agree that my presentation(s) will be an objective review of the topic on which I am presenting, and will not contain any content that is a sales or promotional pitch for any specific product(s) or company(ies). My content and materials will also be reflective of the current status of the topic(s) I am addressing.
I agree that the information contained in my presentation(s) or related presentation materials (a) will be factual and not misleading, (b) will not violate any obligation of confidentiality that I (or my company or 2 organization) has with any third party, (c) will not violate the intellectual property of any third party and (d) will not defame any third party.
In addition, I agree that Company events are not an appropriate forum for disclosing vulnerabilities. I understand that presentations can discuss known vulnerabilities, types of vulnerabilities, new malicious uses of known vulnerabilities, and new vulnerabilities that span multiple products and standards. However, I will not discuss vulnerabilities in specific products. I agree to dedicate a substantial portion of my presentation to solutions for any issues raised.
I may use the handout materials, presentation, visual aids, and any other material prepared by me for the above-mentioned presentation in any manner I desire, including publication. Papers and illustrations will not be returned.
Except for Trainers and Virtual Trainers, if my session includes a presentation, I will use the Event Template or OWASP Presentation Template. I will submit to the Company’s Event Leader my presentation(s) in one of the previous formats no later than 15 days prior to the Event. Should the presentation change after it has been submitted, I agree to notify the Company’s Event Leader that the presentation has changed and I will submit the changed presentation as soon as feasible and at least 24 hours prior to my scheduled session(s).
GRANT OF RIGHTS
Except for sessions presented by Trainers or Virtual Trainers, I understand that the Company may record (audio and/or video) the Event keynotes and/or sessions, and, that my presentation could be included in any reproduction of those Event materials. I hereby authorize the Company to capture my keynote or session presentation on audio/visual format or a combination thereof for presentation by OWASP. Accordingly, and subject to Company’s proper attribution of authorship in the content or materials, Presenter hereby grants to Company a limited, non-exclusive, non-transferable license to reproduce, distribute, perform, display and transmit the content and material (including excerpts, enhancements and derivatives of the copyrightable portion of the Content) on Company’s website, at other Company-hosted events and in Company materials, including, without limitation, any trade names, trademarks and service marks of Presenter contained in the content or materials. Presenter further waives any and all moral rights Presenter may have in any portion of the content or materials and in any enhancements to or derivatives of the content or materials. For the avoidance of doubt, content and materials includes any and all materials created by Presenter and delivered to Company for presentation at Company hosted events during the Term.
PRESENTER REPRESENTATIONS, WARRANTIES, AND RELEASE
As Presenter I represent and warrant that (a) Presenter has the requisite power and authority to execute, deliver, and perform this Agreement, this Agreement has been duly executed and delivered by Presenter and constitutes the legal, valid and binding obligation of the Presenter, enforceable in accordance with its terms; (b) either Presenter (i) owns the content and materials, and all intellectual property rights associated therewith, or (ii) possesses adequate licenses or other rights to the content and materials, and the intellectual property associated therewith necessary to license the content and materials to Company for reproduction, distribution, performance, display and transmission as required under this Agreement; and (c) to the best of Presenter’s knowledge and belief, the content and materials do not violate any copyright, trademark, patent, trade secret, or any other intellectual property right or proprietary right of any person.
In connection with the attendance at that Conferences, Presenter hereby grants to Company and its present and future affiliates, licensees, successors, assigns, and those acting with their authority, the unrestricted, absolute, perpetual, irrevocable, and worldwide right to publish, reproduce, copy, exhibit, display, perform, transmit, broadcast, distribute, modify, create derivatives of, and otherwise use photographs of Presenter, videos of Presenter, and other digital media of Presenter (collectively, “Images”), and use Presenter’s name (whether in original or modified form, including a fictitious name), business contact information, voice, statements, image, and/or likeness (collectively, “Name and Likeness”), for any purpose whatsoever, including without limitation the marketing and promotion of Company or its specifications or services. This grant includes, without limitation, the right to use the Images or Name and Likeness or any part thereof in combination with or as a composite of other matter, including without limitation, text, data, images, photographs, illustrations, animation and graphics, or video or audio segments of any nature; the right to edit the Images in Company’s sole discretion, including without limitation, to include sound effects, special effects, and music; and the right to use the Images (including modified versions thereof) or Name and Likeness in any media or embodiment, now known or hereafter developed, throughout the world, including without limitation, print, film, videotape, DVD, broadcast, digital transmission, print and digital/web-based publications, and electronic/online media, including social media Company’s website, and other websites.
Presenter agrees to and hereby does release and discharge Company and its present and future affiliates, licensees, successors, assigns, and each of their present and future officers, employees, agents, and those acting with their authority from any and all claims, demands, liabilities, or causes of action that Presenter may now have or may have in the future for libel, defamation, invasion of privacy, violation of right of publicity, infringement of copyright, or violation of any other right arising out of or relating to any use of the Images or Name and Likeness, including without limitation, claims, demands, liabilities or causes of action arising out of or relating to inadvertent errors, such as blurring, distortion, or alteration, or based upon any decision not to make use of the Images or Name and Likeness.
Presenter understands that Company and its present and future affiliates, licensees, successors, and assigns are relying on their consent to use the Images and Name and Likeness for the promotion of various programs, initiatives or services. Presenter acknowledges and agree that Presenter will not receive any compensation arising out of the use of the Images or Name and Likeness.
All Images in any and all formats, including electronic or non-electronic negatives and prints that are taken or created by Company or by a third party on its behalf are owned by Company; and Company owns all rights, titles, and interests therein, including without limitation all worldwide copyrights, trademark rights, and other intellectual property and proprietary rights. In the event that Presenter provides Images to Company for its use, Presenter hereby grants to Company and its present and future affiliates, licensees, successors, assigns, and those acting with their authority, the unrestricted, absolute, perpetual, irrevocable, and worldwide right and license to use such Images under the terms of this Image Release (“Release”).
Any and all of the rights granted in this Release are freely assignable and licensable by Company. Presenter acknowledges that Presenter does not and will not, under any circumstances, have the right to enjoin the distribution or exploitation of the Images or Name and Likeness. Presenter hereby waives any right that they may have to inspect or approve the completed materials wherein the Images or Name and Likeness appear, or to receive advanced notice of any use of the Images or Name and Likeness. I UNDERSTAND THE FOLLOWING:
The governing language of this Agreement is English. This Agreement shall be governed and interpreted in accordance with the laws of the State of Delaware, without giving effect to the conflict of law principles thereof.Any claim, controversy or dispute arising out of or relating to this Agreement will be settled by final and binding arbitration to be conducted by an arbitration tribunal in Columbia, Maryland, U.S.A., in English, in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”) and pursuant to this section. The arbitration shall be conducted by three (3) arbitrators, one to be appointed by the Company, one to be appointed by you, and a third being nominated by the two arbitrators so selected or, if they cannot agree on a third arbitrator within the time specified in the AAA commercial arbitration rules, by the AAA; provided, however, that all arbitrators appointed pursuant to this provision shall be both: (i) a licensed attorney or former judge; and (ii) knowledgeable about, and experienced in, the software or Internet industry. The decision of the arbitrators shall be binding upon the parties hereto, and the expense of the arbitration (including without limitation the award of attorneys’ fees to the prevailing party) shall be paid as the arbitrators determine. The decision of the arbitrators shall be executory, and judgment thereon may be entered by any court of competent jurisdiction notwithstanding anything contained in this provision to the contrary.
I AM CONSENTING TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF I DO NOT AGREE TO THESE TERMS, THEN I WILL NOT BE PERMITTED TO SPEAK AT THE COMPANY’S EVENT, IN WHICH INSTANCE I WILL NOTIFY THE COMPANY AND I UNDERSTAND I WILL NOT BE ABLE TO PRESENT AT THE EVENT AND WILL BE REPLACED AS A PRESENTER.