Institute of Healing Arts Online Content Provider Agreement

This Agreement is made effective this _______ day of ____________, 20__, between The Institute of Healing Arts Online Campus (IHA Online) and____________________________, an eCourse content provider (Provider). WHEREAS, the Provider has the desire to provide eCourse(s) for IHA Online; and WHEREAS, IHA Online has the desire to market and publish eCourse(s) from the Provider, NOW THEREFORE, in consideration of the mutual promises and representations contained herein, the parties execute this agreement in the spirit of love, mutual respect and integrity, and agree as follows: PERFORMANCE OF PARTIES I. Institute of Healing Arts Online Commitments 1. IHA Online agrees to maintain the website www.IHAOnlineCampus.com (website) where Providers can publish their complete, approved eCourse(s) (course). 2. IHA Online reserves the right to review, edit, approve or refuse any content submitted for publication on the website, and shall be entitled to develop, alter, edit, proof content, add graphics, convert files, adjust formatting, capitalization, punctuation, and spelling of the course to conform to the company's style, format, and intended audience. a. IHA Online does not have the right to change the intended message contained in the course. b. To that end, it shall offer the Provider opportunity to review and approve or reject such edits to the course prior to electronic publication and distribution of the course. 3. IHA Online commits to publish complete, approved course(s) on the website and to use its best efforts to market and promote the Providers course. a. The marketing and promotional efforts of IHA Online shall include, but are not limited to: marketing campaigns, magazine, newspaper, radio and postcard advertisements, social media, blogs, newsletters, web pages, SEO marketing, testimonials, user reviews, affiliate links, cross-marketing campaigns, email, ad exchanges, link exchanges, bonus gift offers, give-a-ways, and/or other online or traditional marketing efforts. b. IHA Online will also support the Provider in their cross-marketing efforts by providing copy, banner ads, buttons, and/or any other marketing tools developed for this purpose. IHA Online believes that engaging in cross-marketing is a matter of integrity and is necessary for the success of the IHA Online family of educators. We trust that in love and

light we can all work together in a cooperative effort to support and honor the investment of both Providers and IHA Online. 4. IHA Online retains the right, at its sole discretion, to distribute excerpts of the Providers course to print, broadcast, and electronic publications or to the general public for marketing purposes. 5. IHA Online agrees to respect and utilize its best efforts to protect Providers proprietary course content. 6. In consideration and compensation for the Providers course, IHA Online promises to pay royalties to the Provider of forty percent (40%) of all net receipts for complete, approved and published courses. a. Net receipts being defined as: final course sales, after refunds or credit card rejections are calculated. b. IHA Online shall pay royalties via check or a PayPal account within 60 (sixty) days following the end of the calendar month in which the course sale occurred. 7. IHA Online will provide access to the Provider to view the Enrollment Report for their course(s) at www.IHAOnlineCampus.com. 8. In accordance with United States federal tax law, IHA Online requires and keeps on file a W-9 Tax Form for Providers who are Unites States citizens, and will only list and promote the course(s) after this form has been received (see Addendum A). 9.IHA Online is responsible for processing customer's payment and making the course available to customers on www.IHAOnlineCampus.com. 10.IHA Online retains the rights to customer data, lists and marketing information collected in the course of promoting or delivering Providers course to the public. 11.IHA Online will, at its sole discretion, set the price for course(s). See Addendum B to this agreement for current course pricing. 12.IHA Online retains the right to terminate this agreement at any time, without compensation to the Provider beyond what eCourse(s) have already been sold and deemed as final, by providing written notice to the Provider of intended date of termination.

II.

Provider Commitments

1. Provider agrees to provide course content to IHA Online to market, promote, sell and distribute on Providers behalf. a. Provider hereby certifies that the language and contents or course are not plagiarized from any other source, are not misrepresentations of facts, and do not breach privacy, libel or slander any other party. Provider assumes full responsibility for any damages resulting from claims to the contrary.

b. The Provider certifies that for Work(s) previously published in whole or in part, that Provider currently holds all copyrights and licenses to the Work and is legally permitted to enter into this Agreement. 2. While IHA Online offers services in editing and basic product development, Provider agrees to submit course content in reasonable condition and in a timely manner. a. Content submitted must be proofread, grammatically sound, well formatted, and spellchecked prior to submission. b. Provider further agrees to review and approve IHA Online edits to submitted content within seven (7) days of receiving notification of revisions. c. Provider agrees to submit complete eCourse content within sixty (60) days following the execution of this agreement. 3. Provider hereby grants to IHA Online the non-exclusive right to electronically market and sell their course in a digital format, and understands that IHA Online asserts no copyright or exclusivity claims to the course content. 4. Provider grants permission to IHA Online to market and promote their content as outlined above in section I.3. (a.)(b.), and agrees to remit sixty percent (60%) of royalty net receipts to IHA Online in exchange for said marketing efforts outlined in section I.6.(a) of this agreement. 5. Provider hereby gives IHA Online consent to use their name, pen name, photograph, personal story, biographical material or likeness for the purpose of advertising and promoting the course, and hereby waives all claims for compensation for such use. 6. Provider agrees to cross-market their course(s) published though IHA Online. a. Cross-marketing shall include promoting their IHA Online course(s) through: advertising course(s) on Providers web site, blog, newsletter, to social media contacts; and/or by sending email notifications to customer lists; and/or by promoting the course through radio, webinar or any other reasonable marketing channels the Provider is currently utilizing or has access to. b. Provider agrees that it is of mutual benefit to advertise and cross-market their course(s) available through IHA Online at least four (4) times per calendar year while their course(s) are published Provider agrees to engage in cross-marketing and to notify IHA Online when said advertising has occurred either by email at admin@ihaonlinecampus.com, or by adding the IHA Online email address to their distribution list. Provider understands that engaging in cross-marketing is a matter of integrity and is necessary for the success of the IHA Online family of educators. We trust that in love and light we can all work together in a cooperative effort to support and honor the investment of both Providers and IHA Online. We expect everyone to do their part in marketing the courses. By signing this contract, you agree to fully participate in the cross-marketing plan. 7. Provider will not sell their own eCourse though any other channel for less than the set eCourse price offered by IHA Online.

8. Provider understands that e-mail is the primary mode of communication between the IHA Online and the Provider. a. All notices and other communications under this agreement shall be in writing and shall be sent via email to either party. b. The Provider must maintain a valid e-mail address in order to work with IHA Online, and is responsible for notifying IHA Online of any and all email address changes. c. IHA online may terminate Providers contract without notice if they do not respond to the communications sent to the e-mail address provided. 9. Provider understands they are responsible for handling customer inquiries regarding their eCourse and agree to maintain current and correct contact information for eCourse customers on their bio page. a. Provider agrees to assist IHA Online (at IHA Onlines direction) in issuing certifications of completion to customers who have purchased their eCourse(s) b. Provider grants IHA Online permission to communicate with and resolve issues for customers of Providers eCourse where IHA Online deems appropriate. 10. Provider understands and agrees that they are an independent contractor and not an employee, agent, partner, or legal representative of IHA Online, and have no right or authority to act on behalf of or bind IHA Online or the Director of IHA Online in any way, without express written permission from IHA. Provider agrees that they are solely responsible for all expenses incurred in connection with their eCourse(s). Provider understands that they shall be treated as an independent contractor relating to the Internal Revenue Code, Social Security Act, Federal Unemployment Act, Federal Insurance Contribution Act, Workers Compensation Act, and any state unemployment act or federal, state, or local ordinance, rule, or regulation. Provider will be solely responsible for filing all tax returns and payments with respect to performance of services and receipt of all payments under this agreement. a. In accordance with United States federal tax law, IHA Online requires and keeps on file a W-9 Tax Form for Providers who are Unites States citizens, and will only list and promote the course(s) after this form has been received (see Addendum A). 11. Provider acknowledges and agrees that all copyrights, patents, trademarks, trade secrets, and other intellectual property rights including, but not limited to, IHA Online formats and marketing strategies, any and all information and expertise in the possession of the IHA Online such as data, database access, passwords, prospective customers and current customer lists, formulas, templates, marketing research, demographic research, any trade secrets that IHA Online uses in the operation of its business, or any other proprietary information related to IHA Online and its products and services, will remain the sole property of IHA Online. a. Provider understands that if they choose to submit ideas, images, suggestions, or applications to IHA Online, beyond their original course content, they are not entitled to receive any compensation or recognition for these submissions. All submissions become the sole property of IHA Online, and the Provider hereby waives all rights, including moral rights, and claims to the submission.

12. Provider agrees to indemnify and hold IHA Online harmless from and against any claim, action, proceeding, loss, expense, or damage, including reasonable attorneys fees, arising out of or related to any actions taken by or against the Provider in connection with their eCourse(s). a. Provider shall not act in any manner or make any representation that would lead a third party to assume that IHA Online is responsible for the Providers acts. Provider agrees to be solely responsible and liable for any representations or warranties made by the Provider to others. b. Provider agrees to conduct themselves in a professional and appropriate manner with all customers and IHA Online staff and affiliates. c. The Provider agrees that IHA Online shall not have any liability (in tort or otherwise) for any lost profits or other consequential damages sustained by the Provider as a result of any action taken or omitted by IHA Online or any of its officers, agents, or employees in connection with the administration or enforcement of this Agreement, unless such action was taken or omitted as a result of gross negligence or willful misconduct of the company. Customers receive eCourse(s) in electronic format and/or as digital files. While the Company has taken steps, where possible, to protect the Providers content from unauthorized duplication, the Provider acknowledges that because of the digital nature of email and digital files, it may be possible for a customer to replicate and distribute content illegally upon purchase, and this is outside of the control of IHA Online. 13. Provider understands they have the right to terminate this agreement at any time, without compensation beyond what eCourse(s) have already been sold and deemed as final by IHA Online, by providing written notice to IHA Online of intended date of termination. 14. This Agreement will be governed by and construed in accordance with the laws of the United States of America and the state of Utah. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above. Content Provider: ____________________________ (Signature) ______________________________ (Print Name) ____________________________ (E-mail Address) ______________________________ (Phone) ______________________________ (Address) Institute of Healing Arts Online: _____________________________ Pam Robinson and/or Penny Hansen Co-Owners/Directors The Institute of Healing Arts Online Campus, LLC 139 South State Street, Suite 6 Lindon, UT, 84042 (801) 785-5259 (801) 888-2143 admin@ihaonlinecampus.com

Institute of Healing Arts Online Content Provider Agreement

Addendum A
[W-9 Tax Form] http://www.irs.gov/pub/irs-pdf/fw9.pdf

Institute of Healing Arts Online Content Provider Agreement

Addendum B Pricing
I. II. III. IV. A $75 submittal fee is required for each approved eCourse Each eCourse sells for $39.95 The eCourse Provider will receive 40% of each of their purchased eCourses IHA online campus will receive 60% of each eCourse purchased