SERVICE AGREEMENT

SERVICE AGREEMENT

BETWEEN

___________________________(THE “CLIENT”)

AND

DARREN LE BARON (THE “CONTRACTOR”)

_____________________________________________________________________________________

THIS AGREEMENT is made on the …………..day of……….20……., (hereinafter “Effective Date”) by the Client and the Contractor (collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

In consideration of covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:

1. Term: This agreement shall be valid from _________________until _______________.

2. Services: The Contractor shall provide the following Services to the Client or at the Client’s event (select as appropriate)

☐Presenter/Speaker                           ☐Workshop teaching                              ☐Research                           ☐Retreat

The Services shall be offered at ____________________________________(input the location).

The Contractor shall perform their services professionally, faithfully, diligently, per this agreement, to the reasonable satisfaction of the Client and per acceptable industry standards. 

3. Payment: For the Services rendered, the Client shall compensate the Contractor as follows:

• Ticket sales- 80/20 split. The payment will be due on the event date and there will be an update of ticket sales two weeks before the event and 3 days before the event.
• $200 – $500 deposit non-refundable deposit sliding scale.
• The Materials needed for Shroomshop will be included in the ticket cost. 
• Flat rate fees scaling will be based on the Client. 
• Deposit will be 30% of the flat rate.

NB. Please see the schedule (Schedule A) attached below for the fee table.

4. Disclaimers

• If there is postponement, all Services will cease at the time of notification of such postponement if no new date is provided. The payment schedule will be determined and readjusted after the new date notification. If a Client requires Services to resume, after a new date has being established, a second payment will be required when the Service restart.
• Deposits are non-refundable but rescheduling may be allowed having considered any pertinent issues.
• Where cancellation is due to a Force Majeure event, the Contractor reserves the right to keep a non-refundable deposit, but will act in good faith to assist the Client in rescheduling and will apply the deposit to a new date.

5. Autonomy: Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision-making in relation to the provision of the Services per the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.

6. Expenses: Unless otherwise stated, the Client shall be responsible for the Contractor’s following expenses;

• Flight– £______________
• Meals- £_______________
• Accommodation- £___________
• Transport- £______________
• Other- £_______________

In addition, the Client shall provide the following materials for the presentation: projector, HDMI CORD, table, chair, water & snacks.

7. Intellectual property: The Client understands and agrees that intellectual property and associated rights owned by the Contractor are the Contractor’s exclusive property. The Client may enjoy use of the intellectual property at the Contractor’s discretion.

8. Relationship of the Parties: The relationship of the parties hereto is that of an independent contractor. The Parties hereto are not deemed agents, partners, or joint venturers of the others for any purpose due to this Agreement or the transactions contemplated thereby. The Contractor and the Client understand that it is the Contractor’s sole responsibility for withholding, accruing, and paying all income taxes, withholding taxes, continued service under this Agreement taxes, social security, and other taxes and amounts required by law for the payment made to the independent contractor herein and all payments to their personnel if any. 

9. Non-assignment: Neither Party shall transfer or assign this Agreement without the other Party’s consent which consent shall not be unreasonably withheld or delayed.

10. Indemnification: The Client agrees to indemnify, hold harmless and defend the Contractor and its directors, officers, employees, and agents from and against any action, claim, demand, or liability, including reasonable attorney’s fees and costs, arising herein. The Client agrees that the Contractor shall have the right to participate in and control the defense of any such claim through counsel of its choosing at the Client’s expense.

In the event that the Contractor is held liable under this Agreement, their total liability shall not exceed any amounts paid by the Client to the Contractor herein.

11. Confidentiality: All non-public, confidential or proprietary information of the Contractor, disclosed by the Contractor to the Client, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by the Contractor in writing. Upon the Contractor’s request, the Client shall promptly return all documents and other confidential materials received from the Contractor. The Contractor shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to the Client at the time of disclosure, or (c) rightfully obtained by the Client on a non-confidential basis from a third party. In addition, this Agreement is confidential and cannot be divulged to third parties, unless as provided by law, without the written consent of the Contractor. 

12. Further Assurances: The Client hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.

13. Force Majeure: For this Agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies. 

Except as otherwise provided, a Party’s failure to fulfill its obligations due to Force Majeure shall not be considered a breach of this Agreement.

14. Termination

• Either Party may terminate this Agreement prior to completion of the Services, at any time upon giving the other Party no less than ________notice in writing. If a Party wishes to terminate the contract with less than this stated period, the other Party reserves the right to charge costs that they have already paid in advance or incurred. 
• The termination of this Agreement shall not discharge the liabilities accumulated by either Party.
• Any Clauses intended by the Parties or this Agreement to survive the termination of this Agreement shall survive the termination of this Agreement by whatever cause.

15. Dispute resolution: Parties agree to settle disputes under this Agreement through (select one) 

☐Negotiation                                 ☐Mediation                                   ☐Arbitration                              ☐Litigation.

16. Client’s acknowledgments: The Client acknowledges that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, the Client acknowledges that they have entered into this agreement with the capacity and authority to contract freely and voluntarily.

17. General provisions

• This Agreement may be amended only by the written consent of the Parties hereto.
• If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
• This Agreement constitutes the entire agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this Agreement. The parties will exercise utmost good faith in this Agreement.
• Except where otherwise provided, failure by the Contractor to enforce any of these terms or conditions shall not be a waiver of their right to enforce them. No waiver by the Contractor of any breach of, or of compliance with, any condition or provision of this Agreement by the Client shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.
• This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which constitute the same instrument.
• The Article and Section headings in this Agreement are for convenience, and they form in no part of this Agreement and shall not affect its interpretation.
• Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular.
•  Any references herein to the masculine gender or the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
• This Agreement shall be governed in all respects by the laws of London, UK and its Courts without regard to its conflict of law provisions.
• Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been given at the time when actually received as a consequence of any effective method of delivery at the following addresses (including email) or such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.

Client: ____________________________________________________________________________

Contractor: ___________________________________________________________________________

IN WITNESS WHEREOF, each of the Parties has executed this Agreement, as set forth below.

Signed by the CLIENT/ duly authorized representative of the CLIENT Signature: Name: Designation: Date:

Signed by the CONTRACTOR Signature: Name: Date:

SCHEDULE A

FEE TABLE FOR DARREN LE BARON FACILITATION AND SPEAKING

Darren Le Baron works on a sliding scale to accommodate the budget of the hosting and to reach as many people as possible.

Our grassroots organization relies on donations from wealthy donors (e.g universities and large organizations) to provide free and low-cost services to the less privileged or vulnerable groups.

All of your fee goes to our company’s programs and infrastructure and it does not benefit a single individual. On demand, Darren Le Baron conducts workshops and lectures.

Although events are now virtual due to COVID-19, we still ask organizers to contribute honorariums within the sliding scale range listed below. If you cannot afford the fees, please contact us – we may be able to work something out!

Please budget additional funds for travel, meals, and lodging. The table below shows only the honorarium.

	Lecture or Panel – up to 2 hrs	Workshop – 2.5 to 8 hours	Virtual Pre-recorded Keynote
Colleges and Universities, Nonprofit Organizations with Annual Budget over $1,250,000	$3,000-$6,500	$5,000-$10,000	$450-$1,000
Colleges and Universities, Nonprofit Organizations with Annual Budget under $1,250,000	$2,000-$4,500	$3,500-$7,500	$300-$625
Nonprofits and Community Organizations with Annual Budget under $500,000	$1,000-$2,500	$2,000-$3,500	$150-$375
Organizations led by Black, Indigenous, and/or Latinx people w/ annual budget under $250,000	$350-$900	$600-$1,500	$50-$135
Organizations led by Black, Indigenous, and/or Latinx people w/ annual budget under $100,000	$100-$350	$350-$600	$15-$50

Note: For a full day workshop/training with over 30 people, a second facilitator may need to be hired – please budget an additional $1,000-$1,500 per day. 

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