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YOGA INSTRUCTOR SPECIAL EVENT AGREEMENT This Yoga Instructor Special Event Agreement (the Agreement) is entered into

and effective as of _______, 2011 (the Effective Date) by and between Michael Landman, an individual doing business as LA Yoga Events (the Company), and ______________ (Instructor), with reference to the following: WHEREAS, the Company is producing and promoting a yoga festival (the Festival) on ______________, 2011 (the Festival Date) located at ___________ (the Festival Venue); WHEREAS, the Company desires to engage Instructor, and Instructor desires to be engaged, to teach a yoga class at the Festival, all on the terms and conditions set forth below; NOW, THEREFORE, the parties agree as follows: 1. Engagement. The Company hereby engages Instructor, and Instructor hereby accepts the engagement, to teach a yoga class (the Contracted Class) [at ____ _.m (the Class Time)] on the Festival Date at the Festival Venue [; provided however that the Class Time may be changed by the Company by written notice to Instructor no less than five (5) business days prior to the Festival Date, but in no event shall the Class Time be earlier than _____ a.m. or later than ____ p.m.]. Instructor agrees to arrive at the Festival Venue no less than ____ minutes prior to the Class Time on the Festival Date 2. Contracted Class. The Contracted Class shall be approximately ___ minutes in length [and shall have no more than _______ participants]. The actual content of the Contracted Class shall be determined in the sole discretion of Instructor. 3. Promotional Services. In addition to teaching the Contracted Class, Instructor hereby agrees to use Instructors best efforts to promote and market the Festival, including, (without limitation): (i) sending out at least two email blasts to Instructors client list to the Festival Date, promoting the Festival and Instructors participation in the Festival, including a link to the Festivals website (the Company will work with Instructor on the actual content of the email including any artwork and logos for the Festival as well as the timing of each blast ); [Web posting]

(ii)

(iii)

Posting/prominently displaying flyers promoting the Festival at Instructors yoga studio (Instructors Studio) commencing at least __ days prior to the Festival Date (the actual flyers shall be providing by the Company at Companys cost); When reasonable and practicable, mentioning the Festival and Instructors participation in the Festival to Instructors clients.

(iv)

4. Compensation. As full and complete compensation for teaching the Contracted Class and providing the Promotional Services, the Company hereby agrees to pay Instructor, and Instructor hereby agrees to accept the sum of $___________ (the Instructor Fee). The Instructor Fee shall be payable as follows: 5. License. Instructor hereby grants to the Company a non-exclusive license to use Instructors name, image and likeness in connection with the marketing and promotion of the Festival, including (without limitation) on the Festivals website and in any marketing an advertising material, subject to Instructors prior approval, which shall not be unreasonable withheld. In connection herewith, Instructor hereby grants to the Company the right to include Instructors bio on the Festival website with a link to the website for Instructors Studio. 6. Termination. Either party may terminate this Agreement upon 60 days prior written notice with or without cause. Upon such termination, this Agreement will become null and void and neither party shall have any further obligation to other party hereunder. 7. Representations and Warranties. Instructor hereby represents and warrants to the Company as follows: a. Instructor has the full power and legal right to enter into this Agreement and to perform it in accordance with its terms without violating the rights of others or any applicable law and Instructor has not and shall not become a party to any other agreement of any kind which conflicts with this Agreement. b. Instructor shall teach the Contracted Class in a professional manner and in a manner consistent with the way Instructor teaches yoga classes at Instructors Studio. 8. Relationship of Parties. Nothing contained herein shall be construed to create an employer-employee partnership or joint venture relationship between the Company and Instructor. Instructor is an independent contractor and not an employee of the Company or any of its affiliates. The Instructor Fee set forth in Section 4 shall be the sole consideration due Instructor for the services rendered hereunder. It is understood that the Company will not withhold any amounts for payment of taxes from the Instructor Fee paid to Instructor hereunder. Any and all sums subject to deductions, if any, required to be withheld and/or paid under any applicable state, federal or municipal laws shall be Instructor's sole responsibility and Instructor shall indemnify and hold the Company and

its officers, directors, owners, representatives and agents harmless from any and all damages, claims and expenses arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with said payments. Neither party is, nor shall claim to be, a legal agent, representative, partner or employee of the other, and neither shall have the right or authority to contract in the name of the other nor shall it assume or create any obligations, debts, accounts or liabilities for the other. 9. Non-Disclosure; PR Release. Instructor shall not disclose the terms and provisions of this Agreement to any third party without the prior written consent of the Company. The parties agree to coordinate and jointly approve in writing any press releases or other statements released to the public in general concerning Instructors participation in the Festival. 10. Miscellaneous.

a. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersede any prior understanding or representation of any kind preceding the date of this Agreement with respect to said subject matter hereof. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement shall not be modified, waived or rescinded unless in writing signed by both parties. b. Governing Law. This Agreement shall be construed and interpreted under the laws of the State of California governing agreements which are wholly made and performed therein, as this Agreement is deemed to be. c. Dispute Resolution, If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Los Angeles, CA. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to a mutually agreed-upon arbitrator in Los Angeles, CA. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator. d. Severability. If any term or condition of this Agreement is held to be unenforceable, the court making that determination shall modify that term or condition to the extent necessary to make it enforceable. The invalidity or unenforceability of any term or condition of this Agreement shall not affect the remaining terms and conditions of this Agreement, all of which shall continue in full force and effect. e. Notice. Any notice required or otherwise given pursuant to this Agreement shall be in writing and served personally or delivered by overnight delivery service, addressed as follows:

If to the Company: LA Yoga Events c/o Michael Landman __________________________________ __________________________________ Fax:______________________________ Email: ____________________________ If to Instructor: __________________________________ __________________________________ Fax:_______________________________ Email: _____________________________ f. Assignment. This Agreement may be assigned by the Company to a successor-in-interest to the business of the Company or which acquires the Company or substantially all of its assets and liabilities. Instructor may not assign its obligations hereunder. This Agreement shall inure to the benefit of the parties successors and permitted assigns. g. Non-Waiver. No term or provision of this Agreement will be deemed waived, and no variation of terms or provisions hereof shall be deemed consented to, unless such waiver or consent shall be in writing and signed by the party against whom such waiver or consent is sought to be enforced. Any delay, waiver or omission by any party to exercise any right or power under any of the terms, provisions or covenants of this Agreement shall not be construed to be a waiver by such party of any breach or default of the same or other terms, provisions or covenants on the part of either party. All rights and remedies arising out of any one or more breaches of this Agreement are cumulative and may be exercised separately or concurrently without the waiver of any other rights or remedies. h. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

IN WITNESS WHEREOF, The parties have caused this Agreement to be executed as of the date first above written by signing below. Company Michael Landman, an individual d/b/a LA Yoga Events By: __________________________________________ Michael Landman Instructor ____________________ _________________________ Print Name ______________________________________________ Signature

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