YOGA WAKE UP YOGA TEACHER AGREEMENT DATE: YOGA TEACHER: (the Teacher ) NOTICES AND PAYMENTS TO: Phone: Email: The following sets forth the agreement (the Agreement ) between Kamala Collective, Inc., a California corporation, ( Company ) and Teacher with respect to Teacher s services in connection with audio-visual material presently intended for distribution by means of the smartphone app currently titled Yoga Wake Up (the App ). 1. SERVICES. Company hereby engages Teacher to provide instructional and voice-over services in connection with one or more audio-visual presentations presently intended for distribution via the App. Each such presentation to feature the results and proceeds of Teacher s services hereunder is referred to herein as a Wake Up. All such services will be rendered pursuant to a schedule determined by Teacher in Teacher s sole discretion, subject to the availability of Company s recording personnel. Company will supply all necessary recording equipment and personnel at Company s sole expense. Each Wake Up produced by Company at any time, regardless of the proximity to the date of this Agreement, is governed by the provisions of this Agreement. 2. COMPENSATION. In full and complete consideration of the rights granted hereunder, provided that Teacher is not in uncured material breach of this Agreement, Company will pay
Teacher an amount (the Compensation ) equal to 30% of 100% of the Net Proceeds (defined below) of each individual Wake Up. (a) Net Proceeds Definition. Net Proceeds means the gross receipts actually received by Company from the distribution and/or exploitation of each individual Wake Up, less any and all actual costs and fees incurred by Company in connection therewith, including, without limitation, any and all distribution fees (e.g., fees charged by the Apple App Store or similar digital distribution platform), sales fees, marketing or promotional costs, hosting fees, and bandwidth costs. (b) Free Downloads. Notwithstanding the foregoing, Teacher acknowledges and agrees that Company may, in its sole discretion, allow users of the App to stream and/or download one or more Wake Ups for free, without requiring any payment for same (the Free Downloads ). As such, Teacher acknowledges and agrees that no Compensation may accrue in connection with such Free Downloads, and the Compensation that accrues for paid downloads of the Wake Ups includes sufficient consideration for Teacher s services rendered in connection with Wake Ups included as Free Downloads. (c) Accounting. The Compensation due Teacher will be calculated and paid on a monthly basis. Company will provide Teacher with a report setting forth in reasonable detail the calculation of the Compensation due Teacher on the date that Company issues payment. 3. CREDIT. Company will accord Teacher credit in connection with each Wake Up in the portion of each Wake Up allocated for such credits. All other aspects of such credit will be determined by Company in its sole discretion. Any inadvertent failure by Company or any failure by any third party to comply with the credit obligation in this section does not constitute a breach of this Agreement. 4. RIGHTS. (a) Results and Proceeds. Company owns exclusively all of the results and proceeds of Teacher s services hereunder (the Results and Proceeds ), which constitute work specially ordered or commissioned for use as a part of an audio or audio-visual work and are considered workmade-for-hire as such term is used in the United States Copyright Act. Accordingly, Company is considered the author and, at all stages of completion, is the sole and exclusive owner of all Wake Ups produced hereunder and all elements thereof. Company s rights in and to such Wake Ups include, without limitation, all copyrights, ownership and exploitation rights in the Wake Ups and 2
the right to exploit the Wake Ups throughout the universe in perpetuity in all media and in any manner now known or hereafter devised. If under any applicable law the fact that the Results and Proceeds are work-made-for-hire is not effective to place authorship and ownership of the Wake Ups in Company, then to the fullest extent allowable, Teacher hereby assigns to Company all rights in and to the Results and Proceeds. Teacher hereby grants Company the right to change, add to, take from, translate, reformat or reprocess the Wake Ups in any manner that Company may determine in its sole discretion. To the fullest extent allowable under any applicable law, Teacher hereby irrevocably waives or assigns to Company its so-called moral rights or droits moral. Teacher hereby irrevocably assigns to Company (or if any applicable law prohibits or limits such assignment, Teacher hereby irrevocably licenses to Company), in perpetuity throughout the universe, all of Teacher s rights to authorize, prohibit and/or control the renting, lending, fixation, reproduction and/or other exploitation of the Wake Ups by any media and/or means as may be conferred upon Teacher under any so-called Rental and Lending Rights pursuant to any European Union directives and/or enabling laws enacted by the member nations thereof. (b) Underlying Material. Notwithstanding anything to the contrary contained herein, Teacher retains, exclusively, all rights in and to all underlying material recorded and included in the Wake Ups, including, without limitation, all written material, instructions, scripts, dialogue, methods, practices, and personae (the Underlying Material ). Teacher hereby grants to Company the nonexclusive right to use the Underlying Material solely in connection with the exercise of Company s rights in and to the Wake Ups. (c) Derivative Productions. Teacher owns, exclusively, all rights to develop, produce, publish and/or distribute any and all derivative productions based on the Underlying Material (except for the Wake Ups), throughout the universe, in perpetuity, in all media, markets and languages and in any manner now known or hereafter devised. (d) Modification. Company has the right to change, add to, take from, translate, reformat or reprocess the Results and Proceeds in any manner Company may determine in its sole discretion. (e) Name, Voice and Likeness. Company has the right, in perpetuity and throughout the universe, to use, and to authorize others to use, Teacher s name, voice, likeness and biography in connection with the App and the exercise of Company s rights in and to the Results and Proceeds 3
and the Wake Ups. Notwithstanding the foregoing, Company may not use Teacher s name, voice or likeness in connection with any App-related merchandising without Teacher s prior written consent. (f) No Obligations. Nothing in this Agreement requires Company to distribute or seek to cause any distribution of the Wake Ups or sell or make the App available for download, and Company will have discharged fully its obligations hereunder by paying to Teacher the sums herein provided in accordance with the terms hereof. 5. REPRESENTATIONS AND WARRANTIES. Teacher represents and warrants as follows: (a) the consent of no other person or entity is required for Teacher to render the services set forth herein; (b) Teacher has not done nor will do any act (including making any assignment, grant or agreement) that conflicts or interferes with the complete enjoyment of all of Company s rights hereunder; (c) the Results and Proceeds are wholly original with Teacher, not copied in whole or in part from any other work, other than such works as are in the public domain, if any; and (d) Company s use of the Results and Proceeds will not, to the best of Teacher s knowledge, violate the rights of or defame any person or entity. Teacher s foregoing representations and warranties do not apply to any material added to the Wake Ups by Company or at Company s request. 6. INDEMNITY. Teacher will indemnify and hold harmless Company and its parent, subsidiary and affiliated companies, distributors, assigns and licensees and the respective shareholders, directors, officers, employees and agents of the foregoing ( Company Indemnified Parties ) from and against any claims, losses, penalties, expenses or damages (including, without limitation, reasonable outside legal fees and expenses) of whatsoever kind and nature imposed on, incurred by or asserted against any of the Company Indemnified Parties arising out of any breach by Teacher of any representation, warranty or covenant made by Teacher pursuant to this Agreement. Company will indemnify and hold harmless Teacher from and against any claims, actions, losses, penalties, expenses or damages (including, without limitation, reasonable outside legal fees and expenses) of whatsoever kind and nature imposed on, incurred by or asserted against Teacher arising out of (i) any breach by Company of any representation, warranty or covenant made, or obligation assumed, by Company pursuant to this Agreement, (ii) the development, production, distribution or exploitation of the App or the Wake Ups or any derivatives or elements thereof, or (iii) Company s intentionally tortious or grossly negligent conduct, except to the extent Teacher s indemnification obligations apply. The provisions of this Section apply, without limitation, to claims brought by Teacher against Company and by Company against Teacher. 4
7. LIMITATION OF REMEDIES. The rights and remedies of Teacher in the event of any breach by Company of this Agreement or any of Company s obligations hereunder are limited to Teacher s right to recover damages, if any, in action at law, and Teacher waives any right or remedy in equity, including without limitation any right to terminate or rescind this Agreement (except as specifically provided herein) or Company s ownership of the Results and Proceeds or any other right granted to Company hereunder and/or to seek injunctive or other equitable relief with respect to any breach of Company s obligations hereunder and/or to enjoin or restrain or otherwise impair in any manner the production, distribution, exhibition or other exploitation of the Wake Ups or the App or any website or other technology owned and/or operated by Company or any elements of the foregoing, or the use, publication or dissemination of any advertising in connection therewith. 8. CONFIDENTIALITY. Neither Teacher nor Company may disclose to any third party (other than its respective employees, in their capacity as such), any information with respect to the financial terms and provisions of this Agreement except: (a) to the extent necessary to comply with any law or the valid order of a court of competent jurisdiction or a union requirement for payment of residuals, and in any such event the party making such disclosure shall seek confidential treatment of such information; (b) to its parent company, its auditors and its attorneys and other authorized business representatives as part of its normal reporting or review procedure, and, in any such event, such parent company, auditors, attorneys and other authorized business representatives agree to be bound by the provisions of this paragraph; and (c) in order to enforce its rights pursuant to this Agreement. 9. INSURANCE. Company may apply for and take out any form and amount of insurance covering Teacher, the Wake Ups and/or the App that Company deems necessary to protect Company s interest. 10. ASSIGNMENT. Company may assign, license or otherwise transfer this Agreement and its rights hereunder, and delegate its duties, obligations, and liabilities hereunder at any time, in whole or in part, to any person or entity. Teacher may not assign this Agreement or Teacher s rights hereunder, or delegate Teacher s duties under this Agreement in whole or in part. 11. GOVERNING LAW. This Agreement will be construed, interpreted, and enforced in accord with the laws of the State of California applicable to agreements executed and to be wholly performed therein. Teacher consents to the jurisdiction of the State courts of California and the 5
Federal courts located in Los Angeles County with respect to any matter arising out of or related to this Agreement. 12. INDEPENDENT CONTRACTORS. Teacher and Company are independent contractors with respect to each other. Nothing herein creates any association, partnership, joint venture or agency relationship between them. No fiduciary obligations exist between or among the parties hereto nor are any fiduciary obligations created by or under this Agreement. 13. NOTICES AND PAYMENTS. All notices and payments to Teacher will be delivered to the postal address or email address set forth on the first page of this Agreement. All notices to Company will be addressed to Company at 12119 Braddock Drive, Culver City, CA 90230. 14. FURTHER INSTRUMENTS. Teacher will execute any and all further documents or instruments consistent herewith which Company reasonably deems necessary and proper to carry out the purposes of this Agreement. 15. NON-WAIVER, SEVERABILITY. No waiver by Teacher or Company of any failure by any other to keep or perform any covenant or condition of this Agreement constitutes a waiver of any preceding or succeeding breach of the same or any other covenant or condition. If one or more provisions of this Agreement are held to be illegal or unenforceable under applicable law, such illegal or unenforceable portion(s) are be limited or excluded from this Agreement to the minimum extent required and the remaining portions of this Agreement will be interpreted as if such portion(s) were so limited or excluded and are enforceable in accordance with its terms. 16. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding of the parties hereto and replaces any and all former agreements, understandings and representations relating in any way to the subject matter hereof. No modification, alteration or amendment of this Agreement is valid or binding unless it is in writing and signed by the party to be charged with such modification, alteration or amendment. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. 6
KAMALA COLLECTIVE By: Its: Partner AGREED TO AND ACCEPTED BY: [ TEACHER NAME ] 7