Agreement for Provision of Services Parties: Andromeda Yelton (hereinafter, “Yelton”) Address: 100 Rogers Ave, Somerville, MA Phone: (617) 304-8288 Email: [email protected] and [Name of Organization] (hereinafter, “Client”) Address: Phone: Email: Authorized representative: Representative job title: Representative phone: Representative email:

Agreement: Client wishes to contract for Yelton to provide services as a speaker or trainer. The parties have agreed to the following:

Section 1 – Definitions CC BY-NC-SA 4.0 license: a Creative Commons Attribution-Noncommercial 4.0 International license, as described at https://creativecommons.org/licenses/by-nc-sa/4.0/ and with legal code at https://creativecommons.org/licenses/by-nc-sa/4.0/legalcode Engagement Date(s): dates agreed on by parties for provision of Services. May include multiple days. May include travel days prior or subsequent to actual provision of Services. Speaker Materials: materials provided in connection with Yelton’s provision of Services, including, but not limited to, slides, presentation materials, and handouts. Third Party: any natural or legal person who is not a party to this Agreement.

Third Party Works: content created and/or owned by a Third Party, including, but not limited to, photographs, illustrations, code samples, and video or audio clips. For the purposes of this agreement, “in writing” includes email messages and files attached via email or files otherwise exchanged electronically.

Section 2 – Honorarium, Expenses, and Basic Logistics 1. Parties have agreed to an honorarium of $500.00 for Yelton’s services. Specific services to be rendered are keynote speech for the 2015 Code4Lib conference (hereinafter, “Services”). 2. Client will cover the costs of all necessary travel, accommodations, and related expenses. a. Yelton will pay for all expenses, including travel and accommodations, with subsequent reimbursement. b. For expenses incurred directly, Yelton will provide documentation as necessary under Client’s policies for reimbursement. c. Coach/economy airfare is acceptable. 3. Yelton will provide a speaker biography and photograph for use by Client in connection with her provision of Services. a. These materials can be used by Client for any purposes in connection with Yelton’s Services, including but not limited to event promotion and registration. These materials can be used subsequent to Engagement Date(s). b. Client will not use other speaker biographical materials or photographs in connection with Yelton’s provision of Services. c. Client will provide photo credit to Molly Tomlinson/Photoclave.com. Credit can take any form appropriate for the context of the photo’s use.

Section 3 – Recording and Speaker Materials 1. Client may record Yelton during provision of Services. a. Such recordings may be used by Client for any noncommercial purposes. Recordings may not be sold, or otherwise used commercially. b. A copy of such recordings will be provided to Yelton by the Client within 60 days after provision of Services. c. Parties agree that, ownership of the recording notwithstanding, Yelton shall have the nonexclusive right to use such recordings for any purposes. 2. Yelton promises to provide electronic copies of all Speaker Materials to the Client within 30 days after her provision of Services, if desired. 3. Yelton retains all copyright ownership in Speaker Materials. a. Yelton grants a CC BY-NC-SA 4.0 license in the Speaker Materials, upon which Client can rely for subsequent uses appropriate under such license. 4. Yelton warrants, except as regards included Third Party Works, that all Speaker Materials are suitable for their intended purposes, including reuse by Client in circumstances

similar to the original presentation (i.e., for training, etc.) or capture in a recording as outlined elsewhere in this Agreement: a. Where Third Party Works are included in Speaker Materials, they will be suitable for the purposes of Yelton’s use during the Engagement Dates, either with permission of the copyright holder, via an open license suitable for the context of the use, or where Yelton believes such use to be legally permitted as a fair use under copyright law. To the best of Yelton’s knowledge, Third Party Works, as used by Yelton during the Engagement Dates, do not infringe on the patent or trademark interests of any Third Parties No warranties are made about the suitability of Third Party Works for uses beyond Yelton’s provision of services during her Engagement Dates.

Section 4 – Termination, Cancellation, and Rescheduling 1. Either party may terminate this Agreement at any time, by notifying the other party in writing. If such termination takes place prior to Yelton’s provision of Services, this shall constitute a cancellation. 2. Cancellation by Yelton a. There will be no expectation of payment of the honorarium if Yelton has to cancel, at any time. b. If Yelton has to cancel, any non-refundable travel or accommodation expenses shall be split evenly between the parties. (Each party shall pay half.) 3. Cancellation by Client a. If Client cancels more than 21 days in advance of the Engagement Date(s), there will be no expectation of payment of the honorarium. b. Because Yelton engages in significant work in preparation for provision of Services, Client will pay partial or full honorarium for cancellations with notice of 21 days or less: i. 21-15 days’ notice: 25% of the agreed-upon honorarium. ii. 14-8 days’ notice: 50% of the agreed-upon honorarium. iii. Notice of 7 days or less: full agreed-upon honorarium. c. If Client cancels, any non-refundable travel or accommodations expenses shall be paid by Client. 4. Rescheduling a. Regardless of whether originating with Yelton or with the Client, if the Engagement Date(s) can be rescheduled to new dates suitable to both parties, the honorarium shall be paid as if there was no change to the Agreement. b. If rescheduling originates with Yelton, any change in travel or accommodations costs will be paid by Yelton. c. If rescheduling originates with Client, any change in travel or accommodations costs will be paid by Client.

Section 5 – Miscellaneous 1. This Agreement represents the entire agreement between the two parties with respect to its subject matter, and supersedes all prior agreements and understandings of the parties, written or oral. 2. This Agreement may be supplemented, amended or modified only by the mutual agreement of the parties, in writing. 3. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. 4. This Agreement shall be construed in accordance with and governed by the laws of the State of Massachusetts. 5. All disputes arising out of or in connection with this agreement, which cannot be solved amicably, shall be referred for mediation. The outcome of the mediation process will be binding on the parties.