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CLEMENT & ASSOCIATES, LLC — LEADER AGREEMENT

Scope of Agreement


This Agreement applies exclusively to certified Laughter Yoga sessions ("Sessions") offered through the Dance & Laugh Wellness online platform. It does not extend to any other modality unless separately agreed in writing by both parties.

The Leader's role is limited to facilitating their assigned Sessions. The Leader is not a representative, spokesperson, or agent of the Company in any other capacity.


Session Requirements


A Session will only proceed if a minimum of four (4) participants are registered and confirmed at the scheduled start time. If fewer than four participants are registered, the Company reserves the right to cancel the Session. In such a case, the Leader will receive no payment for that Session.


Revenue Share & Compensation


60% FACILITATOR

40% DANCE & LAUGH WELLNESS


Revenue is calculated on gross session revenue after deduction of payment processing fees. The Company's 40% covers platform operations, marketing, booking infrastructure, social media, email, podcast promotion, and community building.


Sessions are priced at $20 per drop-in class or $65 for a bundle of 4 classes. All pricing is set exclusively by Dance & Laugh Wellness.


Payment dates: Payments are issued on the 15th and the 30th of each calendar month, covering all Sessions completed in the preceding period.


Timesheets are due on the 10th and the 25th of each month.


Payment Method


US LEADERS

US Leaders are free to decide to receive payment on their US bank account or on a WISE account.

Payments will be made via US bank transfer (ACH). The Leader must provide valid US bank account details using the Company's Payment Details Form.


INTERNATIONAL LEADERS

Payments will be made exclusively via Wise (formerly TransferWise). The Leader must hold a valid Wise account and provide their Wise registered email. All payments are issued in USD. Exchange rate fluctuations and conversion fees are the Leader's sole responsibility. Venmo and ACH bank transfer are not available for international leaders.


Tax Compliance


US LEADERS

The Leader must complete and submit IRS Form W-9 prior to receiving any payment. The Company will issue a 1099-NEC where required by law.


INTERNATIONAL LEADERS

The Leader must complete and submit IRS Form W-8BEN (individuals) or W-8BEN-E (entities) prior to receiving any payment. This form certifies non-US status and reduces or eliminates US withholding tax. Failure to provide this form will result in 30% withholding. The form must be renewed every three (3) years. The Leader is solely responsible for their own tax obligations in their country of residence.


Cancellation & Substitutes


Cancellations must be communicated at least 48 hours before the scheduled Session. Emergency cancellations (serious illness, family emergency, or force majeure) are exempt from penalty at the Company's discretion.

If a substitute leader ("Sub") is arranged with prior Company approval, the original Leader receives no payment for that Session. The Sub receives the Leader's 60% share. The Leader may not assign a Sub without written Company approval.


Client Relations


All booking, payment, and scheduling arrangements with clients are managed exclusively by Dance & Laugh Wellness. The Leader must not accept direct payment from clients, make independent scheduling arrangements, or use client contact information for any personal purpose. Clients who book through Dance & Laugh Wellness are clients of the Company, not of the individual Leader.


Brand Conduct & Restrictions


During Sessions on the Dance & Laugh Wellness platform, the Leader may not promote their personal brand, social media, external platforms, or any other services. The Leader may promote Dance & Laugh Wellness during Sessions. The Leader is present solely to facilitate their assigned Laughter Yoga Session.


Independent Contractor Status


The Leader is engaged as an independent contractor, not an employee, partner, or agent of Clement & Associates, LLC. The Leader is solely responsible for their own taxes, insurance, and compliance with applicable local laws.


Confidentiality


Both parties agree to keep the terms of this Agreement, including the revenue split and all proprietary platform information, strictly confidential. This clause survives termination of the Agreement.


Termination


Either party may terminate this Agreement with 14 days' written notice. The Company may terminate immediately in the event of serious misconduct, loss of ILAYO certification, direct client solicitation, or actions that bring the brand into disrepute.


Governing Law & Disputes


US LEADERS

This Agreement is governed by the laws of the State of Texas, USA. Disputes shall be resolved through good-faith mediation before any formal legal proceeding.


INTERNATIONAL LEADERS

Texas law applies to the fullest extent permitted under the Leader's local jurisdiction. Disputes that cannot be resolved through good-faith negotiation shall be submitted to binding arbitration under ICC rules, conducted in English, seated in Texas, USA.

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