COLLABORATION AGREEMENT

This Collaboration Agreement (“Agreement”) is made and entered into as of the date you sign the Community Event or Content Collaboration Form, by and between Hidden Leaf Baja (“HLB”), located at Camino a Las Playitas, Todos Santos, BCS, Mexico, and you (“Collaborator”). Collectively referred to as the “Parties.”

 

1. Purpose of Agreement

The purpose of this Agreement is to establish the terms under which the Collaborator will utilize HLB’s property for dinners, classes, performances, workshops, appointments, mini-retreats, content creation or other events in the health and wellness space “events”. The agreement outlines guidelines for property use, payment terms, promotional activities, content deliverables, and the handling of funds.

 

2. Use of Property

Collaborators may use the property for the following:

• Dinners/Cooking Classes: Culinary experiences with a wellness focus or social communal dining (up to 4 hours).
• Workshops: Interactive sessions providing education, activities, or discussions on wellness topics (up to 4 hours).
• Classes: Single-session wellness practices such as yoga, meditation, or movement (up to 4 hours).
• Private Wellbeing Appointments: One-on-one services, such as bodywork or coaching (up to 4 hours).
• Mini-Retreats: Immersive half-day experiences incorporating multiple wellness activities (up to 8 hours).
• Content Creation: Use of the property for photography, videography, or other creative projects aligned with HLB’s brand and wellness mission.

2.3. Scheduling: The dates and times for the use of the property will be mutually agreed upon by both Parties and subject to availability of the property.

2.4. Property Use Guidelines: Collaborators agree to follow all HLB policies regarding safety, noise levels, and shared space use. Kitchen, dinnerware, and cooking equipment usage is subject to HLB’s prior approval and must be left clean. Collaborators must bring their own equipment for cooking and content creation.

Dinners & Cooking Classes: Chefs may use the Main House kitchen and Garden Bar for dinners and cooking classes. Use of dinnerware is limited to items located at the Garden Bar only. Some additional items may be available in the bodega, but prior approval from the Programming Manager is required. Dinnerware and kitchenware located in the Casita or Main House may not be used.

 

Items available for use at the Garden Bar:

Tables (10)	Chairs (24)
White Dinner Plates (24)	White Pasta Bowls (12)
Bowls (24)	Forks () / Knives () / Spoons ()
Small Gray Salad Plates (24)	Small White Salad Plates (24)
Short Cocktail Glasses (24)	Tall Drinking Glasses (24)
Red Wine Glasses (24)	White Wine Glasses (24)
Water Carafes (12)	Napkins (o)

An inventory check will be conducted at the end of each event. The Collaborator is responsible for any damaged or missing items and will be charged for replacements.

 

Workshops & Classes: Workshops and group classes may take place in outdoor spaces. Use of the Main House is subject to availability and must be confirmed in advance.

 

Private Wellbeing Appointments: Private sessions may be conducted in the Domes. Use of the Main House is subject to availability and must be approved in advance.

2.5. Cleaning: Guidelines for Events

The kitchen and all cooking areas must be left in the same condition as they were found. Collaborators are responsible for cleaning all surfaces, utensils, and equipment used. No food waste or grease should be disposed of in the garbage disposal. Use designated waste bins for disposal of food scraps and oils to prevent clogging and damage to the plumbing.

Hidden Leaf Baja’s appliances, cookware, and utensils are strictly prohibited from use by Collaborators or their staff. Collaborators must bring their own equipment and tools for cooking. Personal cooking or frying equipment (e.g., deep fryers, grills, or any electrical devices not provided by Hidden Leaf Baja) is not allowed in the kitchen. Any damage to the kitchen, appliances, or equipment will be the responsibility of the Collaborator or catering team, and costs for repair or replacement may be deducted from the security deposit or billed directly.

All leftover food or ingredients must be properly labeled, stored, or discarded at the conclusion of the event. Any items left in the kitchen after the event may be disposed of by Hidden Leaf Baja staff.

 

3. Compensation & Payment Terms

• Rental Fees:
  • Dinners/Cooking Classes, Workshops, Classes, Private Wellbeing Appointments: $1000 MXN flat fee
  • Mini-Retreats: $5000 MXN flat fee
• Commission:
  • Dinners/Cooking Classes, Workshops, Classes, Private Wellbeing Appointments: 20% of ticket sales after the first 9 tickets sold. If fewer than 10 tickets are sold, Hidden Leaf Baja (HLB) will receive $1000 MXN flat fee. If 10 or more tickets are sold, HLB will receive $1000 MXN plus an additional 20% per ticket sold.
  • For Mini-Retreats: 20% of total ticket sales plus $5000 MXN flat fee.
• Content Creation Compensation:
  • Content creators will receive 2 complimentary nights in the Hidden Leaf Baja Casita, with the option for a third night at a discounted rate.
  • No rental fee or commission structure applies for content creation; compensation by Collaborator is fulfilled through the agreed-upon deliverables mentioned in the Content Deliverables section below.

3.3. Payment Handling Options

3.3.1 HLB Collects Payment:

If Hidden Leaf Baja collects payments from attendees on behalf of the Collaborator:

• The Collaborator will receive the payment amount they set for their services, minus HLB’s commission (as outlined in Section 3.1) and any applicable payment processing fees.
• The net payment to the Collaborator will be disbursed within 10 days after the event concludes.

3.3.2 Collaborator Collects Payment

If the Collaborator collects payments directly from attendees:

• The Collaborator is responsible for remitting the agreed commission percentage to HLB (as outlined in Section 3.1) within 5 days following the completion of each Event.
• The Collaborator will also provide HLB with a summary of the total revenue generated and the corresponding commission due.

3.3.3 Participant Refunds and Responsibility

Refunds to participants will follow HLB’s standard cancellation policy unless otherwise agreed upon in writing. If the Collaborator collects payments directly, they are responsible for issuing refunds per the agreed-upon terms.

 

4. Content Deliverables 

4.1. Content Deliverables: The Collaborator agrees to provide the following content deliverables to HLB:

•   2 in-feed Instagram posts tagging @hiddenleafbaja
•   1 mention or write-up in a blog or travel guide
•   1 Instagram Reel
•   9 Instagram stories tagging @hiddenleafbaja (can be grouped)
•   1 video documenting the experience at HLB property (with file share)
•   6 quality photos around the property (with file share)

Waiver or modification of this section is subject to the approval of the Programming Manager and must be agreed upon in writing.

4.2. Due Date for Content Deliverables: All content deliverables must be submitted within 15 days of event completion. If there is no set event date (e.g., a news article or feature piece), the deliverables must be submitted within 30 days of the collaborator’s stay at HLB. Any delays must be communicated in advance.

4.3. Quality Standards: All content deliverables must meet HLB’s quality standards and be suitable for promotional purposes.

 

5. Promotion and Event Marketing Requirements

5.1. Promotion Responsibility: The Collaborator is solely responsible for promoting their event. HLB will not be responsible for event promotion. Failure to promote the event may result in cancellation at HLB’s discretion.

5.2. Social Media Tagging: The Collaborator will accurately tag Hidden Leaf Baja’s social media handles (@hiddenleafbaja) in the relevant posts, story tags, and reel descriptions.

5.3. Content Guidelines: All posts and comments made by the Collaborator should be in good taste and free of inappropriate language and content promoting politics, religion, or discrimination.

 

6. Rights and Usage

6.1. Ownership Rights: Hidden Leaf Baja retains full rights to use, reproduce, and distribute the deliverables provided by the Collaborator for promotional and marketing purposes while giving appropriate credit to the Collaborator.

6.2. Modification Rights: The Collaborator acknowledges and grants Hidden Leaf Baja the right to modify, edit, or create derivative works based on the deliverables, while giving appropriate credit to the Collaborator.

 

7. Non-Compete / Non-Solicitation Clause

7.1. Non-Solicitation of Participants: Collaborators cannot directly market to HLB event participants for competing services for 24 months post-agreement.

7.2. Non-Compete: No competing events may be hosted at other venues within 100 miles of HLB for 36 months without written approval.

 

8. Cancellation & No-Show Policies

8.1. Cancellation by Collaborator: In the event the Collaborator cancels or fails to show up for a scheduled event, HLB reserves the right to seek compensation for any lost revenue, including participant fees, or to deduct any applicable cancellation fees from future payments. Cancellations must be communicated at least 10 days in advance, except in cases of emergency.

8.2. Cancellation Fee: If the Collaborator cancels without sufficient notice, a cancellation fee of 20% of estimated event or retreat revenue may be charged.

 

9. Content Exclusivity for Participants

9.1. Content Exclusivity for Event: The Collaborator agrees not to use any photos, videos, or other media created during the Event for promoting personal events or services unless explicitly agreed in writing by HLB. All participant data, including contact details, remain the exclusive property of HLB.

 

10. Confidentiality

10.1. Confidential Information: Both Parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the term of this Agreement. Neither Party shall disclose such information to any third party without the prior written consent of the other Party.

 

11. Insurance and Liability

11.1. Insurance Requirements: The Collaborator agrees to carry adequate liability insurance to cover any claims or damages arising from their use of HLB property. Proof of insurance must be provided to HLB upon request.

11.2. Indemnification: The Collaborator agrees to indemnify, defend, and hold harmless HLB, its employees, agents, and representatives from any claims, damages, or liabilities arising from the Collaborator’s use of HLB property or the actions of the Collaborator’s clients or attendees.

11.3. Liability: HLB shall not be liable for any damage or loss incurred by the Collaborator, attendees, or third parties during the events held on HLB property.

 

12. Term and Termination

12.1. Term: This Agreement will commence on the date of execution and continue until terminated by either Party as provided herein.

12.2. Termination: Either Party may terminate this Agreement with 30 days’ written notice. Termination will not affect any rights or obligations that have accrued prior to the termination date.

 

13. Right to Cancel

13.1. Cancellation by HLB: Hidden Leaf Baja reserves the right to cancel this Agreement if, in its opinion, the performance or conduct of the Collaborator could damage the reputation or goodwill of HLB. In such circumstances, the Collaborator will not be required to provide the Deliverables.

13.2. Force Majeure: Neither Party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including acts of God, war, natural disasters, pandemics, or other events of force majeure.

 

14. Termination for Breach

14.1. Termination for Breach: HLB reserves the right to terminate this Agreement immediately if the Collaborator violates any of the material terms of this Agreement, including but not limited to non-solicitation, content rights, or failure to fulfill their obligations under the Agreement.

 

15. Dispute Resolution

15.1. Dispute Resolution: Any disputes arising under this Agreement will be resolved through mediation or arbitration before escalating to legal action. Both Parties agree to negotiate in good faith before pursuing other remedies.

 

16. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, USA.

 

17. Entire Agreement

17.1. Entire Agreement: This Agreement, along with the rental terms and conditions found on Hidden Leaf Baja’s website, constitutes the entire agreement between the Parties and supersedes any prior agreements, understandings, or representations, whether oral or written, relating to the subject matter of this Agreement.

17.2. Amendments: This Agreement may only be amended by a written agreement signed by both Parties.

17.3. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

 

18. Notices

18.1. Notice Requirements: Any notices required or permitted to be given under this Agreement shall be in writing and sent to the respective addresses of the Parties as listed above or to such other address as either Party may specify in writing.