You, herein referred to as “Instructor” have been asked to provide content (“course content”) in video, audio, written or other form as Brave Healer Productions, LLC, herein referred to as “BHP”, may request, to be included on the Brave Healer Transformation School online platform (“School“).

If Instructor is accepted to provide content for the School, by clicking below you accept all the terms and conditions contained herein.

Instructor will provide the course content as directed by BHP and under the terms and conditions of this agreement. BHP will manage the School, including webpage creation, design, sales, marketing, promotion, and content guidelines and parameters.

Instructor grants BHP full right and title to the following in perpetuity:

1. The right to publish, sell, and profit from the course content today and at any point in the future. BHP will receive 30% of all course sales. 
2. To modify, adjust, or delete content if it is deemed unsafe, inappropriate, or not in alignment with the mission and goals of BHP. 
3. To use Instructor’s logo, headshot, and contact information on any webpage or social media site associated with the School, course, and content. 

These rights are granted by Instructor on behalf of him/herself and their successors, heirs, executors and any other party who may attempt to lay claim to these rights at any point now or in the future.

This is a grant of distribution and publication rights only. It does not transfer any ownership, copyrights or trademarks to BHP and any rights not granted to BHP above remain with Instructor. Instructor maintains the right to use the course content for its own purposes and in publications, as long as such use does not compete or other otherwise interfere with BHP’s ability to use and profit from the course content.

The rights granted to BHP by Instructor shall not be constrained by geographic territories and are considered global in nature.

As to Instructor. Instructor shall produce the content for the platform in a timely manner as directed by BHP and agrees to meet all deadlines for the project. BHP shall have sole discretion on these timelines and obligations, but agrees to act reasonably in its requests of Instructor. Deadlines for content will be agreed upon by BHP and Instructor. Instructor agrees to market, promote and share their course on their platforms (social, email and otherwise), in addition to BHPs efforts, at least monthly.
As to BHP. BHP will design, upload, publish, sell, and promote the course content in its sole and absolute discretion. BHP shall handle all email communications, Facebook group communications, coaching of authors, course content, launch, and on-going marketing, and Instructor support. In addition, BHP shall take all reasonable efforts to protect the course content and all materials shall include a copyright notice in BHP’s name in accordance with United States copyright regulations.

No royalties are due and payable to Co-Author.  Rather, Co-Author has the right to purchase copies of the Publication from BHP at cost and resell them, for its own profit, at retail price.

Instructor will receive 70% of all course sales, payable on a quarterly basis, if at least $50 is due to Instructor.

Term. This Agreement shall be effective as of the date of completion of this online form, and shall continue in full force and effect until terminated by BHP according to the provisions contained herein.

Termination. BHP may terminate this Agreement at any time for the following reasons: (1) Instructor has committed fraud, misappropriation, or embezzlement in connection with the course content; (2) Instructor has breached the provisions of this Agreement in any respect. (3) Instructor has been convicted of a felony; or (4) The actions of Instructor have had a detrimental financial impact on BHP.

Dispute Resolution. In the event of any dispute or disagreement between the Parties arising out of, relating to, or in connection with this Agreement (a “Dispute"), the Parties hereto shall use their best efforts to resolve a Dispute by good-faith negotiation and mutual agreement. The Parties shall meet at a mutually convenient time and place to attempt to resolve any such dispute.

However, in the event that the parties are unable to resolve any Dispute, they shall first attempt to settle the Dispute through a non-binding mediation proceeding. In the event any party to such mediation proceeding is not satisfied with the results thereof, then any unresolved disputes shall be finally by filing suit in an appropriate court of competent jurisdiction. In no event shall the results of any mediation proceeding be admissible in any arbitration or judicial proceeding.

Instructor is responsible to pay BHP any costs BHP incurs to enforce any provision(s) of this agreement including collection fees, court costs or attorneys fees.

Instructor covenants and agrees not to consult or provide any services in any manner or capacity that exactly match the course content provided to BHP to a direct competitor of BHP during the duration of this Agreement unless express written authorization to do so is given by BHP. A direct competitor of BHP for purposes of this Agreement is defined as any individual, partnership, corporation, and/or other business entity that creates and provides courses and/or other content substantially similar to that of the School that is the subject of this Agreement.

Ownership of Published Work. Instructor represents and warrants that the course content is their sole intellectual property and that no other similar agreements  governing this work exists. Instructor further warrants that the course content does not infringe on copyrights, trademarks, or other intellectual property rights of third parties and Instructor hereby indemnifies BHP against any claims by third parties to these rights. Instructor warrants that any statements in the course content presented as fact are true and accurate. If Instructor is found to have violated the provisions of this clause, BHP has the right to remove the content from the School immediately

Entire Agreement. This Agreement sets forth all of the promises, covenants, agreements, conditions and understandings between the parties hereto, with respect to the subject matter hereof, and supersedes all prior and contemporaneous writings, agreements and understandings, inducements or conditions pertaining thereto, expressed or implied, oral or written, except as contained herein.

Headings. The section headings in this Agreement are for reference purposes only and shall not define, limit or affect the meaning or interpretation of this Agreement.

Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, this Agreement may not be assigned in whole or in part without the prior written consent of the other party; provided, however, this Agreement may be assigned by BHP to a purchaser of all or substantially all of its assets or the survivor of a merger of BHP and another entity or any other such successor of BHP’s business.

Governing Law. This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of the Maryland, notwithstanding any conflicts of laws, doctrines of such states or other jurisdictions to the contrary.

Amendments. No amendment, alteration or modification of this Agreement shall be valid unless each such instance, amendment, alteration or modification is expressed in a written instrument duly executed by both parties hereto.

No Waiver. The failure of any party to insist, in any one or more instances, on performance of any of the terms and conditions of this Agreement, shall not be construed as a waiver or relinquishment of any rights granted hereunder or of the future performance of such term, covenant or condition, but the obligations of the parties, with respect thereto, shall continue in full force and effect.

Construction of Terms. It is the agreement of the parties that in case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. In case any one or more of the provisions hereof shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject matter, such provision shall be construed by limiting and reducing it as determined by a court of competent jurisdiction, so as to be enforceable only to the extent compatible with applicable law. BHP is the drafter of this agreement and any ambiguities shall not be construed against it as such.