Welcome!

Skillwell is a platform that offers online video instruction in a variety of specialized physical and movement disciplines. We are seeking charismatic, trustworthy, evidence-supported experts in their fields to create high-level instructional videos to captivate our current and prospective audience.

We are excited to have you join Skillwell as an Independent Contractor!

Why you’re Reading This Document

Being an independent contractor means that you are not an employee of Skillwell. As such, you are entirely responsible for paying your own taxes, using your own equipment and carrying your own insurance. It also means you can write off your own business-related expenses, decide your own schedule and work in as many other capacities as you’d like at any given time.

The purpose of this independent contractor agreement (the “Agreement”) is to communicate our mutual expectations in working together.

In exchange for agreeing to work together with Skillwell you agree to be bound by the following conditions:

1. Parties. This Agreement is made between Skillwell, LLC, a company incorporated in Delaware (“Skillwell”, “we” or “us”) and you, (“you” and “your”).
2. Services. This section is only relevant if you make non-free Video Content. You are being contracted to create, shoot and star in online instructional video lessons (the “Video Content”) specified in Schedule “A” Services (the “Services”). In providing the Services, we expect you to follow the rules outlined in Schedule “B” Expectations. You will produce the Video Content independently (“Self-Made Content”) or in collaboration with Skillwell (“Joint Content”) as specified in Schedule “A” Services.
3. Compensation. Skillwell will compensate you for non-free Video Content according to the terms specified for the various types of consumption, subject to deductions for promotions and refunds.
   1. 3.1 Select Streaming/Download. You will earn 80% of the price paid by customers to stream or download your non-free Video Content.
   2. 3.2 Subscription. You will earn an amount based on the viewing of your non-free Video Content by monthly subscribers as a proportion of the viewership of all our online video content, calculated using the following calculation:
   1. 3.2.1 Total view time from subscribed users across all videos for a given instructor, divided by total view time from subscribed users across all videos for all instructors within a pay period.
   3. 3.3 Refunds. Any refunds granted to Skillwell customers will be deducted from your compensation accordingly.
4. Ownership of Work Product. This provision governing IP ownership and licensing shall survive the Agreement.
   1. 4.1 Self-Made Content. You grant Skillwell a revocable, non-exclusive license to the Self-Made Content and the associated intellectual property for commercial use in order to publish the Self-Made Content on Skillwell’s platforms for sale, rent or free viewing and promotion to third-party customers as part of Skillwell’s online instructional video business.
   1. 4.1.1 License Termination. You may terminate your license to any or all of the Self-Made Content at any time by providing Skillwell 30 days advance written notice ahead of termination (“Notice Period”). Skillwell customers who have already paid for your Self-Made Content will be allowed to download it during the Notice Period. At the end of the Notice Period, the Self-Made Content will be removed from Skillwell’s platforms and the license terminated.
   2. 4.1.2 Videos from YouTube. Videos added from YouTube link directly to the existing video so all views on Skillwell will still count on the YouTube video.
   3. 4.1.3 Videos from Instagram. Skillwell keeps a copy of videos from Instagram (for technical reasons) with the benefit that they will persist even if something happens to your Instagram account and that all of Skillwell's custom video features can be used for your videos.
   2. 4.2 Joint Content. All intellectual property rights arising from the work products that you create in the Joint Content will be the exclusive property of Skillwell. After one year of offering the Joint Content on Skillwell’s platform, Skillwell will grant you a limited license to publish the Joint Content strictly on your own personal website. After two years, you will have the right to sell or publish the Joint Content on competitor’s websites.
5. Joint Content Creation
   1. 5.1 Here is what we will provide in creating the Jointly-Made Video Content:
      1. 5.1.1 We will either source a studio or work with you to source a studio (i.e., you may find or provide the studio space).
      2. 5.1.2 We will bring a camera, tripod, lighting fixtures and any props requested that we can reasonably provide.
      3. 5.1.3 We will provide as much support as we can in the editing process, including completing audio and visual editing where feasible.
   2. 5.2 Here is what you will be required to provide in creating the Jointly-Made Video Content:
      1. 5.2.1 Clear outline of each video and the motions or positions demonstrated in each scene, conceptual focus of each scene, and as detailed a script as possible for each scene.
      2. 5.2.2 Voiceovers for videos, if narration isn’t included in the video recording.
      3. 5.2.3 While we will help with props when we can, ultimately it is up to you to provide props necessary for the shoot.
      4. 5.2.4 The final video uploaded to the platform after all editing and narration is complete.
   3. 5.3 Scheduling. You will be required to perform the services according to the due dates provided in Schedule “A” Services.
      1. 5.3.1 The filming schedule will be mutually agreed upon by you, the film crew, support staff according to studio availability.
      2. 5.3.2 You are expected to perform your work punctually and meet deadlines in accordance with Schedule “B” Expectations.
   4. 5.4 Non-Exclusivity. You are free to work for as many other service providers in as many capacities as you like. After all, you are a contractor and are free to do what you like, so long as you always provide the services to us professionally and on time.
6. Term and Termination. This Agreement will commence on the date you accept this agreement and end once services as outlined in Schedule “A” Services have been provided in full (the “Term”).
   1. 6.1 Either party can terminate this Agreement by providing advance written notice (an email or text is fine) to the other party 30 days before termination.
   2. 6.2 However, if you break any of the rules outlined in Schedule “B” Expectations, we will be able to terminate this Agreement effective immediately.
7. Insurance. We recommend you have your own professional liability insurance for a minimum amount of USD $2,000,000. This insurance should cover you for coaching-related activities, client services, content creation, technical editing work, or anything else you may do with us in providing the Services.
8. Confidentiality. Our tribe is our tribe! You agree not to use any confidential information, including but not limited to client information, computer system access passwords and owner information, proprietary teacher training materials, business processes or other information not available to the public at large (the “Confidential Information”) for any purpose outside the scope of the Services for Skillwell. If you are ever unsure if it’s okay to share information or talk about something that you are doing for us with others, refrain from doing so until you’ve asked us if it’s okay. Thanks, we really appreciate it.
9. Non-Disclosure of Confidential Information. You agree that you will not disclose any of the Confidential Information to any third party without the written permission of Skillwell. The only exceptions to this are when you need to disclose such information in order to carry out the Services or when you are obligated to do so at law.
10. Return of Confidential Information. You understand that once this Agreement is terminated, you will return all Confidential Information to Skillwell. You will delete all passwords to access Confidential Information and take all steps necessary to put yourself in the position as if you never had access to the Confidential Information in the first place. This includes deleting all Confidential Information off your phone and computer.
11. Non-Compete. Jointly-Made Video Content will be exclusive to Skillwell for 1 year, and cannot be used on any competitor websites for 2 years from the first date available for sale on Skillwell.
    1. 11.1 If you are found to have breached any part of this section 11, you will be responsible to pay all relevant damages to Skillwell, including the cost it incurs to hire an attorney to protect its rights.
12. Non-Solicitation. You understand that we have worked very hard to build up our business and as such, you shall not solicit any business from Skillwell clients for your own or a third party’s video instruction in the same areas Skillwell operates in. This means that you will not use any of the Confidential Information for your own personal purposes or any purpose outside the growth of the Skillwell business or the carrying out of the Services. We’re giving you access to our whole client base and are doing so on the understanding that you will act professionally while representing Skillwell.
13. No Partnership. Nothing in this document shall be understood to create a joint venture or partnership between Skillwell and you. The relationship is strictly that of Skillwell as company and you as Independent Contractor. You have no authority to act as an agent for Skillwell or bind us into any agreement. You shall be solely responsible for any debts you incur on behalf of your work with Skillwell.
14. Indemnity and Release. You will be fully responsible to reimburse us for any and all liability or costs which we may incur or which may arise as result of our working relationship together. Understanding this you agree to the following:
    1. 14.1 You will be responsible to repay Skillwell and any of our directors, officers, employees, contractors, volunteers, agents, and assigns (the “Indemnified Parties”) for any and all damages, costs and liabilities relating to claims, demands, suits, actions and causes of action whatsoever which may be brought or made against us by any person, government department or agency, in connection with unpaid income tax.
    2. 14.2 As well, you hereby fully indemnify and save harmless the Indemnified Parties from any losses, claims, damages, actions, causes of action, costs and expenses that an Indemnified Party may sustain, incur or suffer at any time, either during or after the Term, which are based upon, arise out of or occur, directly or indirectly, by reason of any act or omission by you or by any of your subcontractors in providing the Services, provided that where Skillwell has contributed to such liability by its own negligent conduct, your indemnity obligation will be limited proportionately.
    3. 14.3 You hereby release the Indemnified Parties from any liability and damages arising from personal injuries or death, however caused including as a result of Skillwell’s negligence, during your performance of the services. As a professional instructor, you affirm that you are an expert in your field and are comfortable and confident in your capacity to perform the Services, which carry the risks of performing the challenging, physically demanding activity inherent in your area of expertise provided in the Services. You are releasing the released parties at your own risk and you agree to forfeit any and all forms of legal recourse which may be available to you, including but not limited to any form of damages, as a result of your participation in the Video Content. You agree that these provisions above apply to you, your family, heirs, executors or anyone else who may be able to bring a legal action on your behalf in the future.
15. Entire Agreement. This Agreement constitutes the entire Agreement between the parties and replaces any prior agreements. This means that no matter what we have discussed verbally, or you have signed in the past, this document now defines the scope of our relationship.
16. Standard Legal Things. Jurisdiction. This Agreement and any claims or litigation related to it will be governed exclusively by the laws and courts of the State of New York. Severability. If any provisions of this Agreement are invalid or unenforceable, the other provisions in the Agreement will remain in full force and effect. Entire Agreement. This Agreement constitutes the entire Agreement between the parties and replaces any prior agreements. Waiver of Breach. The waiver by me of any breach by you of any provision of this Agreement will not be taken to be a waiver of any further breaches by you. Notice. For the purpose of this Agreement, e-mail or text will suffice for written notice when required as set out above. Headings. The headings used in this Agreement are for stylistic purposes only and none of the content in the headings are intended to be legally binding. Counterparts. This agreement may be signed in any number of counterparts, each of which is an original, and all of which taken together constitute one single document. Online Agreement. We agree that this Agreement may be signed electronically or agreed to by having you click “I Agree”, the effect of which will be the same as if we signed the Agreement by hand and the intention of which is that both parties desire to be bound by all the terms of the Agreement.