Beckley Retreats Collaboration Agreement Terms & Conditions

Last modified: May 21, 2025

Acceptance of the Terms of Use

This agreement (this “Agreement”) sets forth the terms and conditions whereby you agree to provide certain services to Beckley Retreats, Inc., a Delaware corporation, (the “Company”) in return for your participation in one of our Beckley Retreats. The exact scope can be found in the Statement of Work which is to be signed by both Parties.

1. SERVICES

The Company hereby engages you, and you hereby accept such engagement, as an independent contractor to provide certain services as a VIP to the Company on the terms and conditions set forth in this Agreement (the “Services”).
The Services shall include any Deliverables as identified in the Schedules to this Agreement.
You shall provide to the Company the Services set forth in Schedule 1 and subsequent Schedules agreed to by both parties (collectively the “Schedules”).
The Company shall not control the manner or means by which you or your employees or contractors perform the Services, including but not limited to the time and place you perform the Services.
As set forth in Schedules 1 and 2, the Company shall provide you with access to its materials, information and systems to the extent necessary for the performance of the Services. Unless otherwise specified in Schedules 1 and 2, you shall furnish, at your own expense, the materials, equipment, and other resources necessary to perform the Services.
You shall comply with all rules and procedures communicated to you in writing by the Company, including those related to safety, security, and confidentiality.

2. TERM

The term of this Agreement shall commence as of the date set forth in Schedule 1 and shall continue until the Services are completed, unless earlier terminated in accordance with Section 9 (the “Term”). Any extension of the Term will be subject to mutual written agreement between you and the Company (referred to collectively as the “Parties”).

3. FEES AND EXPENSES

As full compensation for the Services and the rights granted to the Company in this Agreement, the Company shall pay you through a trade as set forth in Schedules 1 and 2 (the “Fees”). You acknowledge that you will receive an IRS Form 1099-MISC from the Company, and that you shall be solely responsible for all federal, state, and local taxes, as set out in Section 4.2.

4. RELATIONSHIP OF THE PARTIES

You are an independent contractor of the Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employment, or agency relationship between you and the Company for any purpose. You have no authority (and shall not hold yourself out as having authority) to bind the Company and you shall not make any agreements or representations on the Company’s behalf without the Company’s prior written consent.
Without limiting Section 4.1, you will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing, or retirement benefits, or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining workers’ compensation insurance on your behalf. You shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by you in connection with the performance of the Services shall be your employees or contractors and you shall be fully responsible for them and indemnify the Company against any claims made by or on behalf of any such employee or contractor.
Notwithstanding the foregoing, if you are reclassified as an employee of the Company, or any affiliate of the Company, by the U.S. Internal Revenue Service, the U.S. Department of Labor, or any other federal or state or foreign agency, you agree that you will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by the Company.

5. INTELLECTUAL PROPERTY RIGHTS

The Company is and will be, the sole and exclusive owner of all right, title and interest throughout the world in and to all the results and proceeds of the Services performed under this Agreement, including but not limited to the deliverables set out in Schedules 1 and 2 (collectively, the “Deliverables”) and all other writings, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, and materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, modified, conceived, or reduced to practice in the course of performing the Services (collectively, and including the Deliverables, “Work Product”) including all patents, copyrights, trademarks (together with the goodwill symbolized thereby), trade secrets, know-how, and other confidential or proprietary information and other intellectual property rights (collectively “Intellectual Property Rights”) therein. You agree that the Work Product is hereby deemed “work made for hire” as defined in 17 U.S.C. § 101 for the Company and all copyrights therein automatically and immediately vest in the Company. If, for any reason, any Work Product does not constitute “work made for hire” you hereby irrevocably assign to the Company, for no additional consideration, your entire right, title, and interest throughout the world in and to such Work Product, including all Intellectual Property Rights therein, including the right to sue for past, present, and future infringement, misappropriation, or dilution thereof.
To the extent any copyrights are assigned under this Section, you hereby irrevocably waive in favor of the Company, to the extent permitted by applicable law, any and all claims you may now or hereafter have in any jurisdiction to all rights of paternity or attribution, integrity, disclosure, and withdrawal and any other rights that may be known as “moral rights” in relation to all Work Product to which the assigned copyrights apply.
Upon the request of the Company, during and after the Term, you shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, and provide such further cooperation, as may be necessary to assist the Company to apply for, prosecute, register, maintain, perfect, record or enforce its rights in any Work Product and all Intellectual Property Rights therein. In the event the Company is unable, after reasonable effort, to obtain your signature on any such documents, you hereby irrevocably designate and appoint the Company as your agent and attorney-in-fact, to act for and on your behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights or other intellectual property protection related to the Work Product with the same legal force and effect as if you had executed them. You agree that this power of attorney is coupled with an interest.
As between you and the Company, the Company is, and will remain, the sole and exclusive owner of all right, title, and interest in and to any documents, specifications, data, know-how, methodologies, software, and other materials provided to you by the Company (“Company Materials”), including all Intellectual Property Rights therein. You have no right or license to reproduce, or use any Company Materials except solely during the Term to the extent necessary to perform your obligations under this Agreement. All other rights in and to the Company Materials are expressly reserved by the Company. You have no right or license to use the Company’s trademarks, service marks, trade names, logos, symbols, or brand names.
If you hire employees or contractors, you shall require each employee and contractor to execute written agreements containing obligations of confidentiality and non-use and assignment of inventions and other work product consistent with the provisions of this Section prior to such employee or contractor providing any Services under this Agreement.

6. CONFIDENTIALITY

You acknowledge that you will have access to information that is treated as confidential and proprietary by the Company, including, without limitation, the existence and terms of this Agreement and information pertaining to business operations and strategies, sourcing, and personnel, whether spoken, written, printed, electronic, or in any other form or medium (collectively, the “Confidential Information”). Any Confidential Information that you access or develop in connection with the Services, including but not limited to any Work Product, shall be subject to the terms and conditions of this clause. You agree to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the Company in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the Services. You shall notify the Company immediately in the event you become aware of any loss or disclosure of any Confidential Information.
Confidential Information shall not include information that:
1. is or becomes generally available to the public other than through your breach of this Agreement; or
2. is communicated to you by a third party that had no confidentiality obligations with respect to such information.
Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. You agree to provide written notice of any such order to an authorized officer of the Company within three business days of receiving such order, but in any event sufficiently in advance of making any disclosure to permit the Company to contest the order or seek confidentiality protections, as determined in the Company’s sole discretion.
Notice of Immunity Under the Defend Trade Secrets Act of 2016. Notwithstanding any other provision of this Agreement:
1. You will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that:
  1. is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or
  2. is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
2. If you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the Company’s trade secrets to your attorney and use the trade secret information in the court proceeding if you:
  1. file any document containing the trade secret under seal; and
  2. do not disclose the trade secret, except pursuant to court order.
You agree, except as otherwise expressly authorized by the Company, not to make any copies or duplicates of any Confidential Information. Any materials or documents that have been furnished by the Company to you in connection with the Services shall be promptly returned by you to the Company, accompanied by all copies of such documentation, within 3 days after the earlier of (a) the date on which the Services have been concluded or (b) the date of written request of the Company.
Nothing in this Agreement shall be construed as granting any rights under any patent, copyright or other intellectual property right of the Company, nor shall this Agreement grant you any rights in or to the Confidential Information, except the limited right to use the Confidential Information in connection with the Services.

7. REPRESENTATIONS AND WARRANTIES

You represent and warrant to the Company that:
1. you have the right to enter into this Agreement, to grant the rights granted herein, and to perform fully all of your obligations in this Agreement;
2. your entering into this Agreement with the Company and your performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which you are subject;
3. you have the required skill, experience, and qualifications to perform the Services, you shall perform the Services in a professional and workmanlike manner in accordance with industry standards for similar services and you shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner;
4. you shall perform the Services in compliance with all applicable federal, state, local and foreign laws and regulations, including by maintaining all licenses, permits, and registrations required to perform the Services;
5. the Company will receive good and valid title to all Work Product, free and clear of all encumbrances and liens of any kind; and
6. all Work Product is and shall be your original work (except for material in the public domain or provided by the Company) and, to the best of your knowledge, do not and will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation, or other entity.
The Company hereby represents and warrants to you that:
1. it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; and
2. the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary.

8. INDEMNIFICATION

You shall defend, indemnify, and hold harmless the Company and its affiliates and each of their respective officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from:
1. bodily injury, death of any person or damage to real or tangible, personal property resulting from your acts or omissions; or
2. your breach of any representation, warranty, or obligation under this Agreement.
3. The Company may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to you.
The Company shall defend, indemnify, and hold harmless you and your affiliates, officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from:
1. bodily injury, death of any person, or damage to real or tangible personal property resulting from the Company’s acts or omissions; or
2. the Company’s breach of any representation, warranty, or obligation under this Agreement.

9. TERMINATION

The Company may terminate this Agreement for poor performance including but not limited to unwillingness to accomplish goals or tasks, inability to complete work, making repeated errors or poor decisions, engaging in illegal activity, failing to maintain positive working relationships. In the case of poor performance, the Company will first share written notice to provide you with feedback. If the performance issues are not corrected by you within 10 business days, the Company may terminate this Agreement.
You or the Company may terminate this Agreement, effective immediately upon written notice to the other party to this Agreement, if the other party materially breaches this Agreement, and such breach is incapable of cure, or with respect to a breach capable of cure, the other party does not cure such breach within 10 calendar days after receipt of written notice of such breach.
Upon expiration or termination of this Agreement for any reason, or at any other time upon the Company’s written request, you shall within 5 business days after such expiration or termination:
1. deliver to the Company all Deliverables (whether complete or incomplete) and all materials, equipment, and other property provided for your use by the Company;
2. deliver to the Company all tangible documents and other media, including any copies, containing, reflecting, incorporating or based on the Confidential Information;
3. permanently erase all of the Confidential Information from your computer systems; and
4. certify in writing to the Company that you have complied with the requirements of this clause.
The terms and conditions of this clause and Section 4, Section 5, Section 6, Section 7, Section 8, Section 11, Section 12, Section 13, Section 14, Section 15, Section 16 and Section 17 shall survive the expiration or termination of this Agreement.

10. OTHER BUSINESS ACTIVITIES

You may be engaged or employed in any other business, trade, profession, or other activity which does not place you in a conflict of interest with the Company or otherwise render you unable to perform the Services.

11. NON-SOLICITATION

As additional protection for Confidential Information, you hereby agree that during the Term and for one year thereafter, you will not encourage or solicit any employee or consultant of Company to leave Company for any reason.

12. ASSIGNMENT

You shall not assign any rights, or delegate or subcontract any obligations, under this Agreement without the Company’s prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. The Company may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against each of the Parties hereto and their respective successors and assigns.

13. REMEDIES

In the event you breach or threaten to breach Section 6 of this Agreement, you hereby acknowledge and agree that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief restraining such breach or threatened breach from any court of competent jurisdiction, and that money damages would not afford an adequate remedy, without the necessity of showing any actual damages, and without the necessity of posting any bond or other security. This equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.

14. ARBITRATION

Any dispute, controversy, or claim arising out of or related to this Agreement or any breach or termination of this Agreement, including but not limited to the Services you provide to the Company, and any alleged violation of any federal, state, local or foreign statute, regulation, common law, or public policy, whether sounding in contract, tort, or statute, shall be submitted to and decided by binding arbitration. Arbitration shall be administered by the American Arbitration Association and held in New York, New York before a single arbitrator, in accordance with the American Arbitration Association’s rules, regulations, and requirements. Any arbitral award determination shall be final and binding upon the Parties. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.
Arbitration shall proceed only on an individual basis. The Parties waive all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or collective claims against each other in court, arbitration, or any other proceeding. Each party shall only submit their own individual claims against the other and will not seek to represent the interests of any other person. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of any dispute between the Parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction.

15. GOVERNING LAW

This Agreement and all related documents, whether sounding in contract, tort, or statute, for all purposes shall be governed by and construed in accordance with, the laws of the State of Delaware without giving effect to any conflict of laws principles that would cause the laws of any other jurisdiction other than those of the State of Delaware to apply.

16. MISCELLANEOUS

This Agreement, together with any other documents incorporated herein by reference, and related exhibits and schedules, constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
This Agreement may be executed in multiple counterparts and by electronic medium, each of which shall be deemed an original and all of which together shall constitute one instrument.