VAULT Contract Template Inventory

Owner: CSO in partnership with Moore & Van Allen for drafting. Once templates are executed, GM and department leads use them under standing counsel review. Standard: all templates drafted by Moore & Van Allen, executed via DocuSign, stored in a governance archive (Ironclad or SpotDraft, decision in Y1 month 4). Review cadence: annual full review, mid-year spot review on any template that has been executed 25+ times.

1. Member-Facing Templates

1.1 Membership Agreement

The single most executed template in the business. Every consumer member signs one.

Key terms: - Tier and monthly fee (Access 299, Studio 499, Black Card 999) - Minimum initial term (3 months for Access, 6 months for Studio, 12 months for Black Card) - Auto-renewal on monthly basis after initial term, 30 days notice to cancel - Freeze policy (up to 60 days per year for medical or travel, no partial refunds) - Rules of the club (dress code, conduct, photography restrictions in studios, sauna and cold plunge etiquette) - Guest policy (Access 1 per month, Studio 2 per month, Black Card 4 per month plus 1 house guest) - Payment authorization - Waiver and release (see 1.2) - Arbitration clause with class action waiver, Charlotte NC venue, JAMS rules - Membership is personal, non-transferable, non-refundable at exit

Drafted by MVA. Charlotte-specific consumer protection law compliance verified. Signed digitally at onboarding.

Estimated volume: 800 Y1, 1,200 Y2.

1.2 Liability Waiver and Release

Signed by every member, every guest, and every non-member class attendee. Separate from the Membership Agreement so it can be updated without renegotiating memberships.

Key terms: - Assumption of risk for physical activity (particularly pole and floorwork given elevation and inversion risk) - Assumption of risk for sauna and cold plunge (heart condition disclosures) - Assumption of risk for group class environment - Release of VAULT OpCo LLC, its Members, Managers, employees, and agents - Indemnification for member’s own actions - Medical emergency authorization - Photo and video release (opt-in for use in marketing, opt-out available, default opt-in for common area photography)

Kept intentionally readable. A waiver a member cannot understand is a waiver a court will not enforce.

1.3 Guest Pass Terms

Signed by every guest of a member before entering the studios.

Key terms: - Same waiver and release as member - One-visit authorization only - Photography and conduct rules - Not entitled to the boutique member discount

2. Employment and Contractor Templates

2.1 GM Employment Agreement

The single most important employment document in the club.

Key terms: - At-will with 90-day notice period both ways preferred (mutual notice fits the seniority) - Base salary 165,000 to 195,000 range Charlotte market - Performance bonus tied to member growth, member retention, corporate wellness delivery quality (not sales revenue directly, that is B2B Lead’s job) - Equity: 2 to 3 percent common in VAULT OpCo, 4-year vest, 1-year cliff - Full benefits package (health, dental, vision, 401k with match, 4 weeks PTO, unlimited sick) - Non-compete: 12 months, Charlotte metro plus Raleigh, direct competitive category only. Enforceable in NC when properly scoped. - Non-solicit of members and staff: 24 months - IP assignment (any process, playbook, or system built during employment is VAULT’s) - Confidentiality - Change of control acceleration (double trigger)

Drafted by MVA. Reviewed by employment specialist within MVA before execution.

2.2 Executive Employment Template (B2B Lead, Merchandising Lead, Head of Instructors)

Similar to GM but at appropriate compensation band. Equity 0.5 to 1.5 percent depending on role.

Non-competes narrowed to direct competitive activity in Charlotte only, 6 to 12 months.

2.3 Front Desk, Boutique Associate, Café Staff Agreement

Standard hourly W2 employment terms. At-will, no non-compete. Non-solicit 12 months limited to VAULT members. Confidentiality (member privacy). Charlotte minimum wage plus market premium.

2.4 Instructor 1099 Contractor Agreement

Every group class instructor is a 1099, not a W2. This is intentional and industry-standard, but must be structured properly to survive an IRS reclassification review.

Key terms: - Independent contractor status expressly, with the factors that support it (own equipment, own scheduling flexibility, teach at other studios permitted, not subject to detailed supervision) - Class rate per hour or per class (Charlotte market: 50 to 90 per class, luxury tier 90 to 140 per class for signature instructors) - Instructor sets rate proposal, VAULT approves - Choreography and class content IP: instructor retains, but VAULT gets a perpetual non-exclusive license to use any content taught in a VAULT class in VAULT-branded recordings and marketing - Waiver and release for the instructor’s own bodily risk during teaching - Insurance: instructor must carry professional liability at minimum 1M per occurrence, 3M aggregate. VAULT can assist with a group policy at cost (see 03_INSURANCE) - Non-disparagement (mutual) - Termination: either party 14 days notice, no cause required

Reviewed by MVA employment group specifically for worker classification compliance. Any misstep here creates IRS exposure the club cannot afford.

2.5 Personal Trainer Contractor Agreement

Similar to Instructor 1099 but specific to 1:1 personal training. Higher liability posture because 1:1 modality involves closer physical contact and more individual programming.

Additional terms: - Client medical history intake required before session 1, VAULT-provided form - Client waiver required specific to PT services - PT sets rate for individual clients (Charlotte luxury market: 125 to 250 per session), VAULT takes 30 to 40 percent of gross for facility, equipment, member sourcing - PT’s clients are the PT’s clients contractually, but VAULT has non-solicit protection if PT departs (2-year, Charlotte metro) - PT retains ownership of programming IP

2.6 Advisor Agreement (Board of Advisors)

For the 3 seats to fill in Y1.

Key terms: - Term 24 months - Equity: 0.25 to 0.5 percent common, 24-month vest, quarterly - Time commitment: 4 quarterly meetings plus reasonable ad hoc availability - Confidentiality - No compensation beyond equity in Y1

3. Corporate Wellness Templates

3.1 Corporate Wellness Master Services Agreement (MSA)

The container agreement for every corporate wellness client. Signed once per client, then Statement of Work (SOW) issued per tier and per renewal.

Key MSA terms: - Definition of Services with reference to the applicable SOW - Payment terms (net 30 default, prepay options for Enterprise and Signature) - Term and termination (see pricing packages doc for specifics per tier) - Client warranties (client will provide accurate seat lists, employee eligibility, HR coordination) - VAULT warranties (service availability, staff qualification, insurance carriage) - Liability caps (VAULT’s total liability capped at 12 months of fees paid, standard, exclusions for gross negligence and willful misconduct) - Indemnification (mutual, standard MSA structure) - Confidentiality (client’s employee data, VAULT’s pricing and operational information) - Data processing addendum if the client has enterprise data requirements (GDPR-equivalent language for banking and healthcare clients) - Insurance schedule (client to receive certificate of insurance annually) - Force majeure (with pandemic and named-peril considerations, coordinated with business interruption insurance) - Non-solicit (client may not hire VAULT instructors as employees for the term plus 12 months) - Publicity (mutual approval for any use of client name in marketing, opt-in reference right) - Governing law: North Carolina. Venue: Mecklenburg County. Arbitration: JAMS for disputes over 500,000, courts otherwise. - Assignability: not assignable without consent, standard change of control carve-out

Drafted by MVA. Custom addendums for banking and healthcare procurement requirements.

3.2 Corporate Wellness SOW Template

Issued per client per tier. References the MSA. Contains: - Named tier (Team, Department, Enterprise, Signature) - Employee eligibility scope - Included services (per pricing doc) - Delivery locations (club, HQ, hybrid) - Reporting cadence - Fees and payment schedule - Term and renewal specific to this SOW

3.3 Corporate Wellness Enterprise and Signature Rider

Additional terms specific to the top tiers: - Signature Lounge access rules - Custom event terms - Competition hospitality specifics - C-suite concierge scope - Executive wellness pathway specifics - Client-specific data reporting requirements

Never mixed into the MSA. Always a rider so the base MSA remains reusable.

4. Competition and IP Licensing Templates

4.1 THE VAULT INVITATIONAL Athlete Agreement

Every athlete competing in the competition signs one.

Key terms: - Waiver and release for performance risk (pole and dance competition involves inversions, elevated apparatus, floor impact) - Photo, video, and broadcast release for the competition itself and all downstream media - Prize money terms (payment schedule, tax treatment 1099 or foreign withholding as applicable) - Anti-doping policy compliance - Code of conduct - Non-exclusive appearance license (athlete can compete elsewhere) - Rights granted to VAULT IP LLC: perpetual license to use athlete’s performance in the competition for all VAULT competition-related content

Drafted by MVA sports and entertainment specialist.

4.2 Sponsor Agreement (Competition)

For sponsors of THE VAULT INVITATIONAL.

Key terms: - Category exclusivity or non-exclusivity by tier (Title sponsor, Presenting sponsor, Category sponsor) - Rights bundle (logo placement, on-broadcast integration, hospitality suite, sampling, digital integrations) - Term (event plus one renewal option year) - Payment schedule - Approval rights (mutual on integrations) - Termination for cause - Trademark license (limited, scoped to competition marketing) - Insurance requirements (sponsor to carry event participation coverage)

Rate cards for competition sponsorship are separate (competition IP doc).

4.3 Broadcast and Streaming License Agreement

For any platform licensing THE VAULT INVITATIONAL broadcast rights.

Key terms: - Territory (US, international, worldwide) - Term (event plus rebroadcast window) - Exclusive vs non-exclusive - Content delivery specs and timing - Revenue share vs flat license fee structure - Advertising and sponsor integration rules - Data reporting to VAULT - Reversion of rights on term expiration

4.4 Photographer and Videographer Agreement

For every visual content contractor engaged by VAULT.

Key terms: - Scope of engagement (specific shoot or retainer) - Deliverables and delivery timeline - Compensation and payment schedule - Work-for-hire: all output owned by VAULT IP LLC on delivery - No portfolio use without written approval - Insurance requirements - Confidentiality - Non-solicit of VAULT staff and members

Applies to drop photography, competition broadcast, brand campaigns, member content.

5. Retail Templates

5.1 Retail Wholesale Agreement

For the single wholesale test in Y1 and expanded wholesale in Y2+.

Key terms: - Order minimums and terms - Wholesale pricing and MSRP maintenance (must maintain MSRP, no wholesale discounting to consumer) - Payment terms (net 30 standard, first order prepay) - Territory (Charlotte and Asheville initial test) - Category exclusivity for the test window (12 weeks initial) - No ecommerce license (wholesale is physical door only) - Returns and defects policy - Marketing approval rights (VAULT approves any use of brand in retailer marketing) - Termination and inventory return

5.2 Ecommerce Terms of Service

Standard consumer ecommerce ToS for the DTC storefront. Charlotte NC governing law. Arbitration with class action waiver. Standard consumer protections. Drafted once, updated annually.

5.3 Ecommerce Privacy Policy

Coordinated with the club-side privacy policy for member data. CCPA, CPRA, and GDPR-equivalent posture even without operations in California or EU, as a hygiene posture.

6. Vendor and Facility Templates

6.1 Master Vendor Agreement

Container for every vendor VAULT engages (equipment maintenance, cleaning, HVAC, café supply, laundry, security, IT).

Standard vendor terms with VAULT-favorable indemnification, insurance, and confidentiality requirements.

6.2 Facility Lease (if leased) or Purchase Agreement (if bought)

Negotiated by MVA real estate group. Charlotte Class A boutique fitness comparable rate. Standard commercial terms with build-out allowances, options to renew, and clean exit clauses.

If purchased, PropCo takes title. Inter-company lease from PropCo to OpCo executed.

6.3 Café Supply and Vendor Agreements

Coffee roaster (recommend a Charlotte roaster: Not Just Coffee or Central Coffee Co, or a NYC roaster shipped in: Sey or Sightglass). Standard supply terms.

Food purveyor for café menu. Same structure.

7. Marketing and Talent Templates

7.1 Talent Appearance Agreement

For any celebrity, athlete, or public figure appearing at VAULT (a class, an event, a media moment).

Key terms: - Scope of appearance - Fee (or complimentary access in lieu) - Photo and video rights - Publicity rights (both directions) - Confidentiality - Exclusivity (or non-exclusivity)

7.2 Influencer and Content Creator Agreement

For paid social content and campaign work.

Key terms: - Deliverables (posts, stories, reels, specific timing) - Flat fee (no promo codes, per apparel doc) - Content approval rights - FTC disclosure requirements - Non-exclusive typically - Term

7.3 Brand Ambassador Agreement (Y2+)

Longer-term paid partnerships with select creators or public figures aligned to VAULT’s brand.

More extensive than 7.2 with equity component possible.

8. Execution and Storage

Every executed template is stored in the contracts archive (SpotDraft or Ironclad). Every signed contract linked to a client record in the CRM or member record in the club system.

Renewal calendar: automated in the archive system. 90 days, 60 days, 30 days notice on renewals. B2B Lead owns corporate renewals. GM owns vendor renewals. Merchandising Lead owns retail wholesale renewals. CSO owns competition and IP renewals.

Version control: any template amendment requires MVA sign-off. No department lead edits a template independently.

9. Budget

Full template inventory drafting by MVA: 25,000 to 40,000 Y1 (as noted in entity structure doc).

Contract lifecycle management platform (SpotDraft or Ironclad): 900 to 1,500 per month, starting month 4 when template inventory is complete.

Ongoing counsel for contract-specific issues, custom deal negotiations, or new templates: absorbed into the general MVA retainer.

Total contract Y1 budget: roughly 35,000 to 55,000 including tooling.