Our intention is to create an agreement that is fair, equitable, loving and transparent and to that end we are declaring the terms in plain English in this statement: “Our intention is to create a streaming tv network that allows our content partners - aka independent contractors - to showcase their expertise to make the world a better place by promoting metaphysics, natural health and uplifting content via self-produced videos. We are a bootstrap start-up business without investment capital and this is not a paying gig. This is also not a pay-for-play business - meaning we’re not asking you to pay us to be on our network. Ethereal will pay all the costs of video hosting and viewer bandwidth. We will coach you so you become the best tv personality you can be and we will consult with you on every aspect of your production from the show concept, the show brand and the gear you need to use. We intend to offer you more benefits as we become more successful, such as: access to a learning management system to create self-paced courses, access to an appointment booker so viewers can book you immediately, the opportunity to public speak at events called Ethereal Talks, . We have come up with various ways to compensate you for working with us, some of which won’t be available immediately, such as paid product placement in top shows. What we can offer soon is revenue sharing on merchandise sold via e-commerce, see Exhibit A for details. Shows that rise to the top 10% of viewership on our network will be upgraded to an industry standard tv show with a producer and production crew - which will all be detailed in a more complex agreement.” 

This Agreement (“Agreement”) is made this day (“Effective Date”) by and between Ethereal Networks, Inc. (“Ethereal”), a Montana corporation, and the person completing this form (“Contractor”). Independent Contractor self-produces video content (“Services”) as described on Exhibit A. NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows: 

1. Term. The term of this Agreement shall commence on the Effective Date and until termination of this agreement, in writing, by either party (“Term”). 

2. Contractor’s Obligations. Contractor agrees to self-produce video content as detailed in Exhibit A, which contains a description of the work and work related details. Ethereal agrees to provide Contractor access to our proprietary video content management system to broadcast the content created for Ethereal. Contractor affirms they are able, willing and equipped to create self-produced videos for Ethereal in a timely fashion. Ethereal agrees to coach Contractor to be the best tv personality they can become. Ethereal agrees to consult with Contractor on every aspect of their show production, including your show concept, show branding, and help you select which gear/equipment you need to self-produce your show. Contractor agrees to perform all Services in strict compliance with all applicable federal, state and local laws, rules, ordinances and regulations (collectively, “Applicable Laws”). 

3. Review of Contractor’s Work. Ethereal shall periodically review Contractor’s performance. Any conditions identified by Ethereal requiring correction by Contractor shall be discussed with Contractor. Contractor agrees to immediately address and take corrective action to rectify any unsatisfactory condition to Ethereal’s satisfaction. 

4. Ownership of Works and Contents. Any content you create for Ethereal is co-owned by you, the Contractor, and Ethereal Networks, Inc. You have the right to cancel your agreement with Ethereal and remove your content from our platforms, but you do not have the right to take the content created exclusively for Ethereal and broadcast it on a competing network. If Contractor leaves Ethereal, any content produced specifically for Ethereal can be left on the Ethereal platforms so you continue to receive viewership or you may delete it. And if merchandise sold by Ethereal to promote your show continues to be sold after you leave Ethereal, you shall continue to receive affiliate payments in accordance with Exhibit A. Musical works and music videos are a separate contract between artists and Ethereal. Production of new audio or print books are negotiated in a separate contract as well. Contractor will indemnify and hold Ethereal harmless from all costs related to the breach of any warranty, obligation or representation set forth in this Section. Contractor represents and warrants that any content developed or provided by Contractor is original and does not violate the proprietary, copyright or other rights of any third party.

5. Trademarks. Contractor acknowledges that this Agreement does not confer upon Contractor any interest in or right to use any trademark, service mark, name, logo or other intellectual property right of Ethereal or any of its affiliates (“Ethereal Marks”) in connection with the Services performed hereunder, unless Contractor receives the prior written consent of Ethereal. Contractor agrees that upon the termination of this Agreement, Contractor and any employees, agents and subcontractors of Contractor shall immediately cease and discontinue all use of Ethereal Marks. In no event may Contractor utilize Ethereal Marks in connection with any other product or service. If you wish to create a tv show based upon a brand you currently have, you will retain the copyright to your own brand. You will grant Ethereal the right to use your brand in advertising, marketing and PR to promote your show. If you leave Ethereal, you take your brand with you. We will neither own nor co-own your business brand. 

6. Payments and Invoices. Contractor shall deliver the Services to Ethereal in accordance with Exhibit A. Ethereal shall make affiliate payments to Contractor in accordance with Exhibit A. All disputed amounts shall be due and payable within fifteen (15) business days after the parties have resolved the dispute. Ethereal shall not reimburse Contractor for any expenses incurred by Contractor in the creation of self-produced videos. 

7. Confidentiality. At all times during the Term and for a period of five (5) years thereafter, Contractor will protect and secure any and all Confidential Information supplied by Ethereal and will use such information solely as necessary to perform the Services. Contractor shall not disclose any Confidential Information to any person, firm or corporation except authorized employees of Contractor who have a need to know and/or legal counsel. 

8. Non-Compete Request. We ask that during the period of Service with Ethereal, you not create another show focused on metaphysical, natural health or uplifting content for a competing network. We ask that during the period of Service with Ethereal, you not procure or create merchandise for sale through your business or a competitor to Ethereal that is the same or very similar to that which Ethereal is selling to promote your show. 

9. Non-Solicitation Covenant. After the end of this Agreement, the Contractor will not use Ethereal’s existing customer’s data and confidential information to solicit and provide quotes and/or transfer business to any competing entity. 

10. Independent Contractor. Contractor is an independent contractor and is not nor shall be deemed to be an employee, agent or representative of Ethereal. It is specifically intended and agreed between the parties that by virtue of this Agreement, neither party is, nor becomes, an employee or agent of the other; and this Agreement does not establish a partnership or joint venture between Contractor and Ethereal.

11. Termination. Both Ethereal and Contractor may terminate this Agreement upon fifteen (15) days prior notice. 

12. Indemnity and Hold Harmless. Each Party shall indemnify, defend and hold the other Party harmless from all liabilities, costs and expenses (including, without limitation, attorneys fees) that such Party may suffer, sustain or become subject to as a result of any misrepresentation or breach of warranty, covenant or agreement of the indemnifying Party contained herein or the indemnifying Party’s gross negligence or willful misconduct in performance of its obligations under this Agreement.

13. No Assignment, Transfer or Delegation of Duties. It is understood that Ethereal has engaged and retained Contractor in reliance upon their unique personal qualifications, talents and personality. The Contractor shall not assign or transfer this Agreement in whole or any part to another person. Ethereal is willing to work with Contractor to assign a temporary guest host in the event of an emergency or unavoidable circumstance that requires the absence of the Contractor from their show.

14. Amendments. Minor changes to this Agreement may be made from time to time by Ethereal provided they endeavor to notify Contractor of such changes and that no change would have a negative effect for the Contractor. Contractor will have the option to remove themselves from the agreement should these changes not be amenable. Major changes to this Agreement, including services to be performed, will be documented in a new electronic document for a new electronic signature by Contractors. 

15. General. This Agreement and the Exhibits shall be construed in accordance with the laws of the State of Montana, without regard to its conflict of laws provisions. The prevailing party in any litigation between the parties related to this Agreement shall be entitled to recover all costs, including reasonable attorneys’ fees, related to such litigation, in addition to any other relief which may be granted. All remedies, rights, undertakings, obligations, and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either party. Failure of Ethereal to exercise any of its remedies as set forth in this Agreement or at law or in equity in the event of any default by Contractor shall not constitute a waiver of the right of Ethereal to exercise the same in the event of a subsequent default. Neither party shall be responsible for delays or failures in performance resulting from acts beyond their control. Such acts shall include, but not be limited to, fires, floods, earthquakes, tornados, strikes, lockouts, other labor disputes, communication line failures, power failures, equipment failures, acts of terrorism, war or civil disobedience, or natural disasters (“force majeure”). If a force majeure occurs, the party delayed or unable to perform shall give immediate notice to the other party. The terms contained in this Agreement and the Exhibits sets forth the entire agreement and supersedes any prior understanding, written or oral, between the parties.

EXHIBIT A 

Services, Specifications and Payments: 
Services: Contractor agrees to work with Ethereal to create an original tv show concept focused on metaphysics, natural health or uplifting content to be self-produced by the Contractor, aka Content Partner, to be broadcast on Ethereal (Etherealtv.net, Ethereal channel on Roku, Ethereal channel on Amazon Fire TV, Ethereal mobile phone apps, and any other Ethereal channels established in the future.) Contractor agrees to keep all their show content uplifting and wholesome, even when discussing challenging subject matter. Ethereal does not broadcast anything fear based, negative or conspiracy theory related. Ethereal agrees to give Contractor proprietary access to Ethereal’s video content management system to upload their videos at no cost to the Contractor. The general public does not have access to upload videos onto Ethereal and be broadcast on our platforms. There will be no additional cost to the Contractor to be broadcast on any Ethereal platform. 

Specifications: Contractor agrees to self-produce video content scheduled for air weekly in 30 or 60 minute increments. Show length is determined by the Contractor and if you decide to change the length from 30 to 60 minutes, or 60 to 30 minutes, you need to give us 15 days notice so we can reschedule your show into a different time slot where there will be neither a gap nor an overlap between shows. Show air times are scheduled worldwide in Universal Coordinated Time (UTC) at the sole discretion of Ethereal. Contractor agrees to upload four (4) videos prior to the current show airing - stacked four (4) episodes ahead - and maintain the four (4) video backlog for the duration of this Service. The exception to this rule is when Contractors create live stream tv shows. Ethereal will pay all the costs of video hosting and viewer bandwidth. We will coach you so you become the best tv personality you can be and we will consult with you on every aspect of your production from the show concept, the show brand and the gear you need to use. We intend to offer you more benefits as we become more successful, such as: access to a learning management system to create self-paced courses, access to an appointment booker so viewers can book you immediately, the opportunity to public speak at events called Ethereal Talks, and access to a guest booking system and a virtual assistant who will help you book VIP guests. We have come up with various ways to compensate you for working with us, some of which won’t be available immediately, such as paid product placement in top shows. What we can offer soon is revenue sharing merchandise sold via e-commerce, see Exhibit A for details. Shows that rise to the top 10% of viewership on our network will be upgraded to an industry standard tv show with a producer and production crew - which will all be detailed in a more complex agreement.

Options: Ethereal has strong IT abilities. We have the ability to register domain names and code websites and mobile apps. If your show needs a website or app independent from Ethereal, we can work with you to create it. We have a relationship with an animation company, videographers, video editors, and many other resources we are willing to refer you to in the event that you need any of these things. Ethereal has software to schedule social media posts that you may use, if you wish to do so. Contractor may have Ethereal take over their show’s existing social media posting, if they wish - keeping in mind that Contractor themselves would have to make Instagram or TikTok reels. If you plan to create products, courses, audio books, music or other things, we would appreciate the first right of refusal to co-create with you, but it’s up to you.

E-commerce Affiliate Payments: Contractor shall receive affiliate payments when the sale of merchandise created by Ethereal to promote the Contractor show meets the following terms: Contractor receives 15% of the total net income on the sale of products in your show’s e-commerce store when 15 items are sold in any given month. Contractor receives 20% of the total net income on the sale of products in your show’s e-commerce store when 20 items are sold in any given month. Contractor receives 25% of the total net income on the sale of products in your show’s e-commerce store when 25 items are sold in any given month. Contractor receives 30% of the total net income on the sale of products in your show’s e-commerce store when 30 items are sold in any given month. Contractor receives 35% of the total net income on the sale of products in your show’s e-commerce store when 35 items are sold in any given month. Contractor receives 40% of the total net income on the sale of products in your show’s e-commerce store when 40 items are sold in any given month. Contractor receives 60% of the total net income on the sale of products in your show’s e-commerce store when 60 items are sold in any given month. 

Override Payments: Contractor is eligible to receive 5% on the total net income from the sale of products of another Contractor they bring to Ethereal, for as long as both Contractors remain with Ethereal.

EXHIBIT B 

Code of Excellence: Both Contractor and Ethereal Network must maintain the highest professional standards and ethical conduct. Company Rules: Neither the Contractor, the Contractor’s Representative nor personnel, nor any Ethereal personnel shall commit any act or do anything that might reasonably be considered: (i) to be immoral, deceptive, scandalous or obscene; or (ii) to injure, tarnish, damage or otherwise negatively affect the community and/or reputation and goodwill associated with the Ethereal Networks, Inc. This includes, but is not limited to, promoting: hate, violence, self-harm, suicide, substance abuse, conspiracy theories, political agendas, illegal activities, sex work or trafficking. Defamation of character against other people or practices is strictly prohibited. Ethereal pledges to not discriminate against employees or Contractors based on race, color, religion, sex, national origin, age, disability or genetic information. 

Grounds For Contract Termination: Poor job performance, low productivity, insubordination, refusal to follow instructions, threats of violence, criminal activity, dishonesty, immorality, endangering health and safety, revealing company trade secrets, harassing co-workers, disrupting the work environment, preventing co-workers from doing their jobs, and violating company rules.