COLLABORATION AGREEMENT

This Collaboration Agreement (the “Agreement”) is made effective on ___________________ by and between:

The Music Mastery LLC (hereinafter referred to as the “The Music Mastery” or “we” or “us”)

AND

Mr./Ms. ________________________ copy of ID attached hereto as Schedule 2, residing for purposes of this Agreement at _______________________________ Email: _________________________ (hereinafter referred to as “EXPERT” or “You”).

(Each of The Music Mastery and EXPERT are hereinafter referred to severally as a “Party” and jointly as the “Parties”.)

PREAMBLE

Whereas, The Music Mastery owns and manages a Business and Platform (Hereinafter referred to the “Business”) that provides Music Lessons to those who are interested to learn, using methods developed entirely by The Music Mastery, and is currently looking to collaborate with EXPERTs who can provide such teaching methods (hereinafter referred to as “Services”), as per the Terms and Conditions of this Agreement.

Whereas, EXPERT has the ability and capability to provide the Services required by The Music Mastery on a project basis, under this Agreement, and wishes to collaborate and cooperate with The Music Mastery in this regard according to the Terms and Conditions set forth in this Agreement, while undertaking to strictly abide by the Confidentiality and Non-Compete clauses which are the main basis for The Music Mastery’s approval to collaborate with EXPERT.

Now therefore, both Parties mutually agree to collaborate and enter into this Agreement as per the following Terms and Provisions

1. ENTIRE AGREEMENT:

The Preamble above and any attached Schedules form an integral and indivisible part of this Agreement and shall have the same force and effect as set out in the body of this Agreement.

2. SCOPE OF THE SERVICES

EXPERT shall provide to The Music Mastery the Services as described below (As the attached TOR in Schedule 1.) on the basis of Work for Hire and within the Timeframe designated hereunder.

EXPERT undertakes to perform, efficiently and diligently, the Service under this Agreement and ensure that the goodwill of The Music Mastery is maintained.

During the term of this Agreement, EXPERT may not transfer or delegate any of the Services of any nature whatsoever to any other individual, firm or company without The Music Mastery’s prior written consent.

EXPERT is responsible to Provide The Music Mastery with an End of day report, attend scheduled meetings with The Music Mastery, respond to phone calls and reply to any related questions…

EXPERT shall refrain from receiving any direct payment, in whatever form, from a current Client, potential Client, or a Client that was referred from a current Client of The Music Mastery, or else this will be considered as a serious breach of this Agreement.

EXPERT represents and guarantees that they have full and unrestricted power and authority to enter into this Agreement and to grant their time and their rights in and to all the Services, if any, under this Agreement to The Music Mastery.

EXPERT should follow during this project the availability that was agreed on by email.

3. FEE

In consideration of the Service rendered by EXPERT under this Agreement, The Music Mastery will pay to the EXPERT the maximum total FEE of US$950 which should cover the maximum total of 380 Sessions per month.

In case EXPERT does not provide one or more of the Scheduled Sessions or in case Clients or we cancel/reschedule, one or more of their Sessions, then EXPERT shall be remunerated strictly for the Sessions rendered during one month on the basis of US$2.5 per session.

This fee excludes any additional fee that might be paid to EXPERT in case the project results were good, satisfied, and all KPIs & TOR were met. This additional fee is at our own discretion.

The Music Mastery might not use EXPERT maximum total of sessions, therefore, only taught sessions will be paid to EXPERT on the basis of the amount per session (mentioned in 3.2.)

The allocation of sessions to the Expert is determined by various factors, including but not limited to availability, profile level, experience, and student preferences. Please be aware that there may be instances where the Expert is not allocated any sessions, receives fewer sessions, or receives more sessions than usual. This allocation may vary over time or might never occur. Compensation is strictly session-based, meaning payment is only provided for sessions that are actually conducted.

The Music Mastery might request to increase EXPERT availability if needed. EXPERT reserves all rights to decline such requests.

This collaboration is also based on deliverables that are measured on a daily basis. So, failing to deliver as per the TOR will result in a Fee Deduction pro rata to the work EXPERT failed to deliver for any reason (Including emergencies, illness, country situations, etc…). That means EXPERT gives the Music Mastery all rights to deduct certain fees for any missed, unfinished project (such as being late to the sessions, not attending requested meetings, not planning curriculum, negative sessions reviews, or any problem that happens, etc…)

The Music Mastery reserves the rights to allocate to EXPERT the number of sessions to be provided which may not match the maximum availability shared by EXPERT where number of sessions given to EXPERT, may vary from a week to another. Therefore, the fee paid will be affected accordingly .

The mentioned FEE shall be the only consideration to be paid by The Music Mastery to EXPERT in return for their Services rendered under this Agreement.

No other FEE nor any compensation or indemnification whatsoever shall be due to EXPERT under this Agreement.

EXPERT shall be liable for declaring and paying any taxes that may be due as a result of entering into this Agreement.

The Music Mastery reserves all the rights to hold any payment for EXPERT in case of failure to deliver the session or for any explained situation which will be informed to the EXPERT.

4. PROPRIETARY RIGHTS

EXPERT hereby agrees that all the Work and Services and any final Product whatsoever delivered to The Music Mastery under this Agreement or arising from the performance of their Services during the period and the Term of this Agreement (hereinafter referred to as the “Work”), shall be considered as “work for hire”.

As such, The Music Mastery shall be considered the exclusive owner of all proprietary rights and patents, in and to all the Work, whether in draft, mock-up, concept, project or final development, and shall remain its exclusive owner after the expiration or termination of this Agreement for any reason whatsoever. The Music Mastery shall therefore hold the proprietary rights, titles and interest in and to the Work including without limitation: all copyrights and other intellectual or industrial property rights in the Work or any component or characteristic thereof.

EXPERT shall not own nor hold any proprietary rights, titles and interest in and to the Work resulting from the Services rendered under this Agreement, and shall not have the right to use or grant any rights in or to the Work for any purpose whatsoever

If for any reason the Work would not be considered a work made for hire under applicable laws, EXPERT hereby unconditionally and irrevocably sells, assigns and transfers to The Music Mastery, at no additional cost, the entire right, title and interest in and to the Intellectual Property Rights (IPR) in the Work and in and to all work based upon, derived from, or incorporating the Work and in and to all income, royalties, damages, and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present, or future infringement based on the IPR and in and to all rights corresponding to the foregoing throughout the world. EXPERT agrees to execute all papers and documents, and to perform such other proper acts as The Music Mastery may deem necessary, to secure for The Music Mastery the rights herein assigned.

The Music Mastery is hereby granted the exclusive right to edit, revise, restrict, adapt and modify, at its entire discretion, the Work or any part thereof.

5. CONFIDENTIALITY COVENANTS

EXPERT acknowledges that they may come into contact or gain access to information, materials, projects and equipment that The Music Mastery deems to be confidential, proprietary or of strategic importance, where accordingly, EXPERT agrees that they shall maintain the strictest confidentiality of all the above-mentioned information, materials, projects and equipment received or may receive under this Agreement. EXPERT shall not disclose such confidential information to any other party and shall not use such confidential information for their own purposes or benefit (Job Offers, Self Promotion, etc…)

The Music Mastery might give you a gmail account to use, and also a WhatsApp phone number to use for work! We do reserve the right to access information from the provided number and provided gmail account such as recording of meetings, received mails, and any information that is published and can be viewed from the mail provided & the phone number.

Contacting Clients outside Sessions or Exchanging personal information with the Clients is strictly not allowed! (Address, private number, locations…) under ANY CIRCUMSTANCE.

For purposes of this Agreement, confidential information shall include any and all information that is of a proprietary, confidential or trade secret nature, of strategic importance, or is otherwise considered to be confidential or proprietary by The Music Mastery. Confidential information will include items such as ideas, concepts, Clients’ personal information, business plans, marketing plans and strategies, formulas, processes, data, financial information, and all other information deemed confidential by The Music Mastery.

All names and lists of current and potential Clients of The Music Mastery shall be considered Confidential and shall remain the sole property of The Music Mastery, as well as all lists of The Music Mastery Clients developed during the course of this Agreement, are and shall be the sole and exclusive property of The Music Mastery, where EXPERT neither has nor shall have any right, title or interest therein, and such lists of Clients are and shall remain to be confidential. Any referral from current Clients made directly to EXPERT shall be directly reported to The Music Mastery.

Sharing/having a conversation with a client or a team member of The Music Mastery about your confidential information such as (Your fees, availability, curriculums, anything that could be harmful for us, clients names, recordings, etc…) is STRICTLY forbidden and not allowed.

Using 3rd party devices/software to take photos or videos of students without written authorization from us is Strictly Forbidden, under ANY CIRCUMSTANCES.

Confidential information shall not include items that are generally available to the public, exist in the public domain, are learned from an outside source independent from the relationship established by this Agreement.

Any Client's results/success story with The Music Mastery can NEVER be used for EXPERT's own benefit during the Terms of this Agreement, and if this Agreement is Terminated later, for any reason whatsoever and whether such termination be voluntary or involuntary.

EXPERT acknowledge that The Music Mastery is not responsible for any problem that may happen, during or post the Term of this Agreement, such as (Personal, psychological, health, vision, auditory problems or any health/personal problems, etc...). EXPERT should also avoid any type of subject that could cause problems with Client (Such as Political, Religious, Personal, etc…) . Whereby The Music Mastery shall not be responsible nor held liable for the occurrence of any of the mentioned or potential problems.

6. NON-COMPETE

EXPERT hereby acknowledges and recognizes the highly competitive nature of The Music Mastery’s Business and accordingly AGREES that, in consideration of the premises contained herein, EXPERT will not, during the Term of this Agreement and in the event that this Agreement is Terminated for any reason whatsoever and whether such termination be voluntary or involuntary, for a period of two years (2) years following such termination:

Directly or indirectly engage in any competitive business (defined as a business that provides the same Services as defined under this Agreement, or services that compete with any product or service of the The Music Mastery as they presently exist or as may be in existence or development on the date of termination of this Agreement, whether such engagement shall be as an employer, officer, director, owner, employee, contractor, partner or other participant.

Promote/create their own brands from The Music Mastery’s clients results or experience, or assist any friend, family member or any person with ideas or experience gained from us, under ANY CIRMSTANCE.

Assist others in engaging in any competitive business in the manner described in the foregoing clause

Prompt employees or EXPERTs collaborating with The Music Mastery, to terminate their service or employment with The Music Mastery and/or engage in any competitive business. EXPERT acknowledges that this Section (6) is not meant to prevent them from earning a living or fostering their career. It does intend, however, to prevent any competitive business from gaining any unfair advantage from their knowledge of Proprietary and Confidential Information.

In the event of an unexpected meeting with a client outside of the session (On street, supermarket, event, while being outside), talking to them is STRICTLY not allowed unless they approached, and in these cases, discussion that concerns The Music Mastery are Strictly not allowed! This also applies to having interaction on social media platforms (Facebook, Instagram, Snapchat, X, Linkedin, messenger…)

During the Term of this Agreement and for a period of two (2) years following the termination of such Agreement with The Music Mastery, for any reason whatsoever and whether such termination be voluntary or involuntary, EXPERT undertakes to refrain from directly or indirectly, as owner, officer, director, stockholder, partner, associate, consultant, contractor, manager, advisor, representative, employee, agent, creditor or otherwise, attempt to solicit or lure any person that has been a CLIENT of The Music Mastery at any time or times within two (2) years prior to the termination date of this Agreement.

7. LIABILITY FOR BREACH

In case EXPERT breaches any of their obligations namely under Sections (4), (5) and (6) of this Agreement, The Music Mastery shall have the right to take any and all judicial and/or non-judicial measures to prohibit EXPERT from using any and all Confidential and Proprietary Information.

EXPERT fully acknowledges that The Music Mastery will suffer irreparable damage if their Confidential Information is unlawfully used by EXPERT or made public, released to a third party, or otherwise disclosed in breach of this Agreement, and that The Music Mastery shall be entitled to obtain:

Injunctive relief against a threatened breach or continuation of any such breach

and, in the event of such a breach, an award of actual and exemplary damages from any court of competent jurisdiction.

In addition to the rights of The Music Mastery mentioned in this Clause (7), EXPERT fully, finally and irrevocably agrees and undertakes, that upon their breach of any of their obligations and undertakings under the mentioned Sections (4), (5) and (6), EXPERT shall be liable to pay to The Music Mastery, a PENALTY of 100,000 USD (One Hundred Thousand US Dollars) which is finally and irrevocably agreed upon by both Parties, without the need for The Music Mastery to submit any proof of incurred damages, since such damages are agreed to have been incurred by the mere fact of EXPERT’s breach.

EXPERT agrees to indemnify The Music Mastery forthwith on demand and hold The Music Mastery harmless against any and all expenses, damages and losses of any kind (including reasonable legal fees and costs) born by The Music Mastery in connection with any , actual or threatened risk or damage of any kind arising from or in connection to (i) any breach by EXPERT of this Agreement and/or any breach of EXPERT’s undertakings, and (ii) the Services including without limitation any trademark or copyright infringement, defamation, breach of confidentiality and/or non-compete, plagiarism amongst others.

8. TERM AND TERMINATION

This Agreement shall be effective as of ___________ and shall remain in force for the period of __________ ending on ____________, according to the terms and conditions set forth in this Agreement.

EXPERT has irrevocably agreed and approved that The Music Mastery may however, at its entire discretion, for any reason without the need to any justification and at any time during the term of this Agreement, to terminate this Agreement by simply sending an email, informing EXPERT of the immediate or scheduled termination of the Agreement. In such a case, The Music Mastery shall only be liable to pay for EXPERT the Consideration which shall be due until the date of such Termination.

In case EXPERT is in breach of this Agreement or any Contract or use thereof, in regards to the Services to be rendered, The Music Mastery shall have the right to deduct any payment due to EXPERT in case the Services are not delivered in conformity with terms and provisions of this Agreement, in addition to The Music Mastery’s rights mentioned in Clause (7) above.

In case EXPERT needs to terminate this Agreement on the end date, to prevent any damages for The Music Mastery, EXPERT should notify us a minimum of 3 months prior to the ending of this contract. Otherwise, this contract will be considered to be renewed.

EXPERT acknowledges and agrees that they do not have the right to terminate this Agreement prior to the term mentioned in Clause 8.1 or else they will be held liable for any damages caused to The Music Mastery by this early termination, and EXPERT hereby acknowledges, agrees and undertakes, to indemnify The Music Mastery for the minimum damages of early termination agreed by both Parties at a sum of 20,000 USD (Twenty Thousands US Dollars) which may not be revoked or amended by the Parties or any judicial authority, noting that The Music Mastery may claim any additional damages that may surpass the 20,000 USD (Twenty Thousands US Dollars)

9. NOTICES

Any communication or notice to be exchanged between Parties shall be considered duly notified to the other Party if sent to the following emails or by whatsapp to the EXPERT’s following numbers:

• If to The Music Mastery (by Email): hello@themusicmastey.com

• If to The Music Mastery (WhatsApp): +961 76 082 053

• If to EXPERT (by Email): ___________________

• If to EXPERT (WhatsApp): _________________

Such Notices may also be sent by registered mail to the address of the Parties as mentioned in the first section of this Agreement.

10. MISCELLANEOUS

The Services to be performed by EXPERT under this Agreement are personal in nature, and The Music Mastery has engaged EXPERT as a result of their EXPERTise relating to such Services. Neither this Agreement nor any right, interest, duty or obligation hereunder may be assigned, transferred or delegated by EXPERT without the express written consent of The Music Mastery.

The Parties agree that EXPERT shall be an independent collaborator and not an agent, employee or representative of The Music Mastery.

This Agreement contains the entire Agreement and understanding of the Parties with respect to the subject matter hereof and supersedes and replaces all prior discussions, Agreements, proposals, understandings, whether orally or in writing, between the Parties related to the subject matter of this Agreement.

This Agreement may be changed, modified or amended only through a written Agreement that is duly executed by authorized representatives of the Parties.

Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect, and only the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity.

The failure of either Party to partially or fully exercise any right or the waiver by either Party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of this Agreement.

11. GOVERNING LAW AND DISPUTES SETTLEMENT

Both Parties agree that this Agreement will be governed by and interpreted in accordance with the applicable laws in the United States of America.

In the event of any dispute arising between Parties in connection to this Agreement or any part thereof, such disputes shall be settled by the competent courts in The United States of America.

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. Unless both parties agreed to sign this Agreement on one original copy.

12. Independent Contractor

The Parties hereby acknowledge and agree that the relationship between them is solely that of independent contractors. Nothing in this Agreement shall be construed to create any association, partnership, joint venture, employment, or agency relationship of any kind between the Parties.

The EXPERT is not an employee of The Music Mastery, and neither Party shall have any authority to bind the other in any way.

The EXPERT shall have no claim under this Agreement or otherwise against The Music Mastery for any employee benefits of any kind.

The Music Mastery EXPERT

Signature: ________________ Signature: _______________

Schedule 1: TOR

Provide sessions to Clients as per the schedule determined on calendar & availability given.

Commit to the session timing and length.

Adapt to some changes in Session timings which may occur at the last hours, and suggest extra availability to fit the next session time to get extra reviews.

Learn any required skill that The Music Mastery might ask (Including new chapters, technique, materials usage that helps clients, etc…)

Attend all sessions on time while having a good internet connection with your own laptop

Planning and preparing sessions for the sake of having the client happy, satisfied with the results, and excited for the next session.

Communicate effectively with students, parents, and colleagues regarding music education activities, progress.

Respect The Music Mastery terms and policies such as lesson cancellation, lesson preparation, effective communication with the team, lesson plan and preparations.

Schedule 2: EXPERT ID

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