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ROBIN DIANGELO LLC CONTRACT

TW 3 F
FEB 2021
and Purdue Addendum
This contract is between

Robin DiAngelo LLC, Consultant and

Purdue University, Contractor.

Consultant will deliver the following Services:

● 1-Hour Fireside Chat / Q&A + 30-Minute Meet-and-Greet (all virtual)


TW 3 FEB 2021
EVENT SCHEDULE:
On Date: 6:30 PM (ET) - tech check (can be with an assistant)
7:00 PM (ET) - 60 min discussion with moderator, includes Q&A
● March 4, 2021 8:00 PM (ET) (immediately following main event) - 20-30 min meet and greet (up to 20 attendees)

-Advance planning discussion/consultation with Purdue moderator at a mutually agreed upon date/time (can be with an assistant).
For agreed-upon Fee: -Questions during Q&A to be submitted in advance/pre-screened and presented by moderator.
-Virtual event would be closed to registered guests.
● $7,000.00 USD -Speaker/artist agrees to the creation of a recording of this engagement. The speaker's likeness and images will be used in
conjunction with promotion/PR for this event, the series and associated news coverage.

Any additional Service(s) outside of the above Services must be mutually agreed upon in
writing prior to the event date.

Cancellation see Purdue Addendum

FEB 2021
TW 3 F ●

Payment see Purdue Addendum


● After the event, we will submit an invoice for the speaking fee.
FEB 2021
TW 3 FE

Other
● Phone Calls: Because she is traveling, speaking and writing throughout the year, Dr.
DiAngelo’s schedule generally cannot accommodate phone conversations. Most
correspondence can be handled via email with her assistant, Jason Toews. If phone
calls are deemed necessary, Jason can represent her. Phone calls directly with Dr.
DiAngelo will be charged at a rate of $300 per hour.

● Business License: Dr. DiAngelo is a licensed business owner in the State of


Washington and the City of Seattle. Due to the expense and complication, she does
not accept contracts which require her to apply for additional business licenses for
locales in which she does not reside.
● Insurance: Dr. DiAngelo carries standard liability insurance. If Contractor requires that
insurance documents be modified to add “Additional Insured” language, a charge of
$100 will be added to her fee.

Please Initial Both Items Below


see Purdue Addendum
TW 3 FEB 2021
______ I have received and read the DiAngelo Event Requirements document.

TW 3 FEB 2021
see Purdue Addendum
______ I have received and read the DiAngelo Bio and Services document.

Please Sign Below and Return

Consultant: _______________________________________ Date: February , 2021

Contractor: _______________________________________
____________________
____
_ ___ 3 FEB 2021
Date: ____________________
Todd E. Wetzel, AVPSL
Executive Director, Purdue Convocations &
Elliott Hall of Music/Hall of Music Productions
PURDUE UNIVERSITY PRESENTER ADDENDUM

Presenter: Robin DiAngelo Date: Thursday, March 4, 2021

Agency: Robin DiAngelo, LLC Presentation: Pursuing Racial Justice Together: Learning Series

1. Precedence. This Addendum is attached to and modifies the contract or agreement (together with this Addendum the
“Agreement”) between Purdue University (“Purdue”) and Presenter’s Agency (“Agency”), and is hereby incorporated
into and made a part of such contract or agreement. In the event of any inconsistency, conflict, or ambiguity as to the
rights and obligations of the Parties, the terms of this Addendum shall control and supersede any such inconsistency,
conflict, or ambiguity. All terms in this Addendum have the same definition as provided in the contract or agreement
to which it is attached, except for the following common differences:
Addendum Term Equivalent Term(s)
Presenter Speaker
Presentation Lecture, Performance, Speech, Engagement
Purdue Client, Customer
2. Payment. As a state institution, Purdue cannot legally make payment until services have been rendered and/or materials
received; therefore, no deposit can be paid. All payments will be paid by Automated Clearing House (ACH), initiated
by Purdue. If Purdue receives a fully-executed Agreement at least 30 days prior to the Presentation, ACH transactions
or wire transfers will generally be made within five banking business days of the Presentation. Due to the geopolitical
environment there may be risks associated with receiving international wires from Purdue. Purdue cannot guarantee a
specific date for foreign wires, but will make every attempt to see that funds are received at their destination or returned
to Purdue. Purdue cannot be held responsible for unapplied funds. All payments shall be in U.S. dollars, payable to
the Agency listed above unless otherwise directed.
3. Taxes. Purdue is exempt from federal and state taxation under section 501(c)(3) of the Internal Revenue Code,
including all Indiana sales and use taxes and federal excise taxes. Agency shall be solely responsible for payment of
any and all taxes or fees, whether foreign or domestic, relating to Agency’s or Presenter’s activities under this
Agreement. An independent contractor incurs a tax liability in Indiana by performing here, and all monies paid to
Presenter under this Agreement will be reported on federal Form 1099. International payees with a US taxpayer ID
number (generally an ITIN) who are also from a visa waiver country (VSP) or who have provided a Central Withholding
Agreement (CWA) or other certificate of withholding exemption (e.g. W-8 BEN) are not subject to the Federal
withholding of up to 30%, upon presentation of proper documentation at least 30 days before Presentation Date.
Presenter must complete and return the attached federal Form W-9.
For more details, see: artistsfromabroad.org; https://www.in.gov/dor/files/reference/ib88A.pdf;
Tax Treaties - http://www.irs.gov/pub/irs-pdf/p901.pdf;
W-8BEN - https://www.irs.gov/forms-pubs/about-form-w-8-ben;
ITIN/EIN - https://www.irs.gov/individuals/international-taxpayers/taxpayer-identification-numbers-tin;
CWA - https://www.irs.gov/individuals/international-taxpayers/central-withholding-agreements.
4. Intellectual Property Release.
4.1. All rights, permissions, licenses, and releases to Purdue extend and apply to Purdue University, its assigns,
affiliates, contractors, licensees, distributors, successors, and agents.
4.2. Presenter and Agency grant Purdue permission to record or reproduce Presenter’s image, likeness, voice,
performance, conversations, and material spoken and/or otherwise provided by Presenter to Purdue in
connection with the Presentation (“Material”) on film, videotape, audio tape, or digitally (“Recording”).
Presenter hereby grants to Purdue the nonexclusive, royalty-free, transferable (by assignment, license or
otherwise), and irrevocable right and license, for the entire terms of the copyrights in the Material and
Recording, to create derivative works from the Recording (including by editing the Recording) and to use,
display, reproduce, publish, transmit, distribute, and perform the Recording (and derivative works thereof), in
whole or in part, and all pictures, descriptions, audio clips, likenesses and accounts thereof, in person or via
distance learning and otherwise in any and all formats and media (whether now in existence or known or
hereafter created, used, or known), throughout the world and in all languages. Nothing in this Agreement shall
constitute any promise by or obligation of Purdue to publish the Recording, or any portions thereof, at any time
or for any period of time.
4.3. Presenter hereby grants to Purdue a never-ending, royalty-free license to reproduce Material provided by
Presenter in written form (“Written Material”) for the purpose of distributing the Written Material to
Presentation attendees, both in-person and virtual/online; and including such Written Material on any web site
hosted by or on behalf of Purdue. Purdue will conspicuously recognize any copyrights of the Written Material
by the Presenter. Presenter shall not have any rights of approval, claim to additional compensation, or other
claim (including, without limitation, claim based upon invasion of privacy, defamation, or right of publicity)
arising out of any use or distribution of the Material/Written Material and hereby releases Purdue from any such
claims.
5. Representations and Warranties. Presenter represents and warrants that: (i) Presenter has the authority to grant the
permissions and rights granted under this Agreement, and has not entered into or agreed to enter into, and the Recording
is not subject to, any agreement, arrangement, or restriction in conflict or inconsistent with this Agreement; (ii) except
as to items identified on the Third-Party Content Inventory Form attached to this Agreement (“Disclosed Third-Party
Material”), Presenter is the owner of all proprietary rights, including any copyrights in the Material/Written Material
and the Material has not been and will not be copied in whole or in part from any other work; (iii) Presenter obtained
all required permission or copyright clearances necessary for Purdue’s use of any Disclosed Third-Party Material, and
(iv) neither the Material/Written Material nor its use as contemplated under this Agreement shall infringe or
misappropriate any copyright, trade secret, right to privacy, proprietary, personal, or any other rights of any third party.
6. Use of Purdue Name or Logos. Presenter may not, at any time prior to, during, or after the end of the Agreement, use
Purdue University’s name, logo, or trademark for any purpose except in connection with resume information without
the prior written consent of Purdue.
7. Limitation on Damages. Presenter expressly waives all rights, interest, and claims against Purdue for indirect,
incidental, special, punitive, or consequential damages, including lost profits, arising out of or relating to this
Agreement. Under no circumstances will damages payable to Presenter arising out this Agreement exceed Purdue’s
total obligation specified in Section 2.
8. Governing Law. This Agreement is governed by and interpreted in accordance with the laws of the state of Indiana,
without regard to conflicts of law. All disputes arising out of this Agreement hereunder shall be resolved in the
applicable state courts in Tippecanoe County, Indiana or federal court in Indianapolis, Indiana. The Parties consent to
the jurisdiction of such courts and waive any jurisdictional or venue defenses otherwise available. Under no
circumstances will any disputes arising out of the interpretation or performance of this agreement be subject to
arbitration.
9. Insurance. Purdue is self-insured and does not name others as additional insured(s) under its policies. Presenter is
expected to carry and maintain general liability coverage for such performance(s), performer(s), and/or
company/enterprise members. Presenter will provide to Purdue, at least ten (10) days prior to the Presentation, a
Certificate of Insurance (COI) (including the Presentation Name and Date and listing “The Trustees of Purdue
University, 1281 Win Hentschel Blvd,, Suite 1100, West Lafayette, IN 47906” as certificate holder.) from a company
with a Best’s rating of not less than “A” which provides evidence of the following minimum coverages applicable to
acts arising out of this Presentation, including rehearsal periods and post-production periods:
x General Liability of at least $1,000,000 aggregate for bodily injury, property damage, personal injury, and sexual molestation
x Auto Liability of at least $1,000,000 aggregate (if providing own transportation for Presentation)
x Workers Compensation per Indiana law if applicable
10. Indemnification. Presenter agrees to indemnify and hold harmless Purdue, its affiliates, officers, employees, and
representatives from and against any losses, costs, damages, and expenses resulting from claims for bodily injury,
property damage, or personal injury arising out of this Agreement (including set-up, rehearsals, performance, and tear-
down) at Purdue, unless such bodily injury, property damage, or personal injury is determined to be the result of the
sole negligence of Purdue, its affiliates, officers, employees, or representatives. Where applicable by law, Purdue agrees
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to indemnify and hold harmless Presenter, its affiliates, officers, employees, and representatives from and against any
losses, costs, damages, and expenses resulting from claims for bodily injury, property damage, or personal injury arising
out of this Agreement (including set-up, rehearsals, performance, and tear-down) at Purdue, unless such bodily injury,
property damage, or personal injury is determined to be the result of the negligence of Presenter, its affiliates, officers,
employees, or representatives. Purdue’s obligation to hold Presenter, its affiliates, officers, employees, or
representatives harmless shall be limited in substance by statutes and constitutional provisions designed to protect the
exposure and liability of Purdue as an instrumentality of the State of Indiana (e.g., actions and conditions as to which
the University is immunized by the Indiana Tort Claims Act, dollar limits stated in such Act, exemption from punitive
damages, the continued ability to defeat a claim by reason of contributory negligence or fault of claimant), so that its
liability to indemnify, defend, and hold harmless shall not exceed what might have been its liability to a claimant if sued
directly by the claimant in Indiana and all appropriate defenses had been raised by Purdue.
11. Confidentiality. Purdue’s ability to maintain confidentiality is limited by the Indiana Public Records laws. Indiana
Code Section 5-14-3 requires full disclosure of public records to eligible persons who request them. Each Party may
disclose the other Party’s Confidential Information when required by law.
12. Conflict of Interest. Indiana Code Section 35-44-1-3 prohibits public servants from knowingly or intentionally having
a pecuniary interest in, or deriving a profit from, any agreement or purchase connected with an action by the
governmental entity which such person serves, with certain stated exceptions. Accordingly, if any person having any
interest in Presenter is an officer or employee of Purdue, disclosure of this fact must be made so that the possible
application of this statute may be investigated.
13. Force Majeure. In the event that the performance of the covenants of this Agreement on the part of Presenter or Purdue
should be prevented by act of God; physical disability or illness of Presenter, death or life-threatening illness of an
immediate family member of a key member of Presenter; the acts or regulations of public authorities or labor unions,
labor difficulties, lockout, boycott, strike; earthquake, flood, fire, accident, explosion, epidemic/pandemic; war,
local/national acts or threats of terrorism, local/national state of emergency; interruption or delay of transportation
service; weather conditions that render the performance impossible, or any other mutually-agreed-upon cause beyond
the reasonable control of such Party, such Party will be relieved of its obligations hereunder with respect to the
Presentation so prevented on account of such cause. If the Presentation should be prevented for any of the foregoing
causes, neither Purdue nor Presenter will be under any obligation to present the Presentation at a different time. If
Presenter should cancel this Presentation for any reason not mentioned herein, Presenter will reimburse Purdue for all
documented out-of-pocket expenses associated with the Presentation. Without limiting the foregoing, Presenter
understands and agrees that, for the purposes of this Force Majeure clause and Agreement, Purdue, as an instrumentality
of the State of Indiana to which the legal and law-enforcement jurisdiction, emergency management, and life/health
safety responsibilities have been delegated, shall have the sole right to determine whether or not there exists an
epidemic/pandemic situation that should either limit public assembly at Purdue or the travel of individuals to or from
Purdue.
14. Tickets. Purdue may offer student ticket prices as identified in the ticket scaling which impact the overall gross box
office potential. Presenter acknowledges the impact this may have upon Presenter’s walk-out potential for the
Presentation, depending on the deal structure.
15. Sponsorships. Purdue regulations do not allow sponsor signage on the stage of our performance venues, only in the
lobby of the venue. Purdue regulations prohibit all signage that includes brand name image or reference to the
following: alcohol, tobacco, personal products [including contraceptives and anything of a sexual nature], and political
activity. Purdue has an exclusive contract with Coca-Cola for pouring rights and the right to promote cold beverages
on the West Lafayette campus; any exceptions must be approved by Coca-Cola.
16. Sex Offender Registry Check Required. Purdue is taking significant measures to protect students and children by
taking the unprecedented position of expecting all providers of services and goods to fully cooperate in assuring a safe
environment at Purdue. Presenter and its subcontractor(s), if any, shall determine if any of Presenter’s and its
subcontractor(s)’s officers, agents, staff, employees, and volunteers assigned to have access to Purdue facilities
(Location) are registered sex offenders pursuant to Zachary’s Law, Ind. Code § 11-8-8 et. seq. or the equivalent law of
the individual’s state of residence. Presenter shall not assign any individuals identified as registered sex offenders to
perform work or services at the Location. Purdue reserves the right to immediately remove any individuals identified
as registered sex offenders from the Location. Presenter shall be solely responsible for any costs associated with

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background checks and/or remedies. Purdue reserves the right to require that additional background checks be made
on any of Presenter’s and its subcontractor(s)’s officers, agents, employees, or volunteers assigned to have access to the
Location. The national registry can be found at http://www.nsopw.gov/. Purdue reserves the right to perform a security
clearance background check on any individual signatory to this Agreement to identify whether any such individual is a
registered sex offender pursuant to Zachary’s Law, Ind. Code § 11-8-8 et. seq. or the equivalent law of the individual’s
state of residence.
17. Breach and Termination. Except as otherwise expressly set forth herein, neither Party to this Agreement shall be
deemed to be in breach of any of its obligations hereunder unless the Party not in breach has served specific written
notice of such alleged breach upon the Party in breach and the party in breach has failed to cure such breach, if any,
within five (5) business days following receipt of such written notice (but in no event later than 5:00 p.m. EST on the
date that is one (1) day prior to the Presentation Date hereunder). For any alleged breach occurring on the Presentation
Date, neither Party to this Agreement shall be deemed to be in breach of any of its obligations hereunder unless the
Party not in breach has served specific verbal notice of such alleged breach upon the Party in breach and the Party in
breach has failed to cure such breach, if any, within two (2) hours of receipt of such verbal notice. Other than
Presentation Date verbal notices of breach, all notices to be given to either Party hereto shall be in writing and shall be
delivered to the addressee at the respective addresses hereinafter set forth, or such other address or addresses as may be
designated by either Party, by (i) mail (registered, or certified, return receipt requested, postage pre-paid); (ii) overnight
courier with proof of receipt; (iii) telefax (with a copy by express courier service); or (iv) e-mail (provided recipient has
been given seventy-two (72) hours after the date of mailing or twenty-four (24) after the date of transmission by telefax
or e-mail. The addresses of the Parties, until further notice to the contrary, are as first written below.
18. General. It is agreed that Presenter signs this Agreement as an independent contractor and not as an employee. This
Agreement shall not in any way be construed so as to create a partnership, or any kind of joint undertaking or venture
between the Parties hereto. The Parties agree to comply with all federal, state, and local laws and regulations applicable
to activities conducted pursuant to this Agreement. While at any Purdue location, Presenter and Presenter’s agents shall
comply with all reasonable requests, standard rules, and regulations of Purdue communicated to Presenter regarding
personal and professional conduct. In the event any Party hereto pursues litigation to enforce this Agreement, then the
prevailing Party is entitled to recover reasonable attorneys’ fees and court costs. If any provision of this Agreement is
declared to be invalid by a court of competent jurisdiction, such provision shall be severed from this Agreement and the
other provisions hereof shall remain in full force and effect. This Agreement contains the entire understanding of the
Parties with respect to the matter contained herein. There are no promises, covenants, or undertakings other than those
expressly set forth herein. Amendments, modifications, or changes of or to this Agreement must be made in writing
and signed by a duly authorized representative of both Parties. Presenter may not assign any rights under this
Agreement. Subject to the foregoing sentence, this Agreement shall be binding upon Purdue and Presenter, their
successors and assigns. Purdue is an alcohol-free and tobacco/smoke-free campus. The recommended airport is
Indianapolis International Airport, approximately 1.5 hours from the West Lafayette campus. Purdue regulations
prohibit use of 15-passenger vans due to high risk of accident (rollovers).
IN WITNESS WHEREOF, the Parties have caused the signature of their duly authorized representatives to
be affixed hereto, as of the dates specified below.

PURDUE UNIVERSITY PRESENTER

By: By:

Name: Todd E. Wetzel, AVPSL Name: Robin DiAngelo

Title: Executive Director, Purdue Convocations & Title: Owner, Robin DiAngelo LLC

Elliott Hall of Music/Hall of Music Productions

Date: 3 FEB 2021 Date: February 4, 2021

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