Dbw

By and Between:Dear Black Woman Media LLC ("DBW"), a media company organized under the laws of the State of Georgia AND [First & Last Name Listed Above] ("Host").

B. AGREEMENT FRAMEWORK

1. Purpose This Agreement outlines the terms under which the Host will contribute to and host a podcast produced by DBW.

2. Term and Termination This Agreement shall remain in effect for an initial term of twenty-four (24) months from the execution date and shall automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current term. This Agreement may also be terminated by either party with 30 days’ written notice at any time. Immediate termination may occur if DBW determines that the Host has violated any material terms of this Agreement or engaged in conduct detrimental to DBW.

C. OWNERSHIP & MEDIA RIGHTS

3. Ownership, Copyright, and Trademark All content, audio/video recordings, branding, written materials, episode concepts, and derivative works created under this Agreement are and will remain the sole and exclusive property of DBW. The Host hereby irrevocably assigns any rights, title, or interest to DBW and waives any moral rights or rights of attribution related to Podcast Content.All copyrights for the podcast, including any episodes, promotional materials, artwork, and related content produced or distributed under this Agreement, shall be owned exclusively by DBW. The Host acknowledges that DBW may register such works with the U.S. Copyright Office at its discretion.Any trademarks, logos, service marks, or brand identifiers associated with the podcast or DBW are the sole property of DBW. The Host agrees not to use or reproduce any of DBW’s trademarks without express written permission.

4. Media Release The Host grants DBW full rights to record, use, edit, publish, reproduce, and distribute any audio, video, photographs, or likeness captured in connection with the podcast for promotional, commercial, archival, and distribution purposes worldwide, in perpetuity. The Host waives any right to inspect or approve final materials and waives any claim for royalties or compensation arising from their use.

5. Non-Disclosure The Host shall not disclose, use, or share any Confidential Information learned during the course of their relationship with DBW. This obligation shall continue for a period of five (5) years after the termination of this Agreement.

6. Non-Compete The Host agrees not to produce or contribute to any podcast, video series, or audio production that competes directly in theme, audience, or format with DBW’s podcast offerings for a period of 24 months following termination of this Agreement, unless otherwise authorized in writing.

7. Non-Disparagement The Host agrees not to publicly or privately speak or publish false, misleading, or negative information about DBW, its operations, leadership, or affiliated contributors during and after the term of this Agreement.

D. ROLES & RESPONSIBILITIES

9. Scope of Services The Host is responsible for leading the podcast series assigned to them, including but not limited to: delivering hosting duties during recordings, contributing to episode themes and content, engaging with guests, reviewing edits when requested, promoting new episodes, and maintaining the quality and tone expected by DBW. DBW reserves the right to adjust the scope in writing as needed based on show evolution or audience feedback.

10. Exit Deliverables Upon expiration or termination of this Agreement, the Host shall deliver any pending podcast materials, drafts, recordings, outlines, or assets within 10 business days. These materials must be transferred in an accessible digital format agreed upon by both parties.

11. DBW Commitments DBW shall provide access to technical production tools, branding templates, distribution platforms, and editorial guidance as needed. DBW shall also manage promotional scheduling and provide digital support for host-led recordings and marketing. Production must submit episode outlines, guest confirmations, and materials at least 7 days in advance. DBW is responsible for editing podcast episodes, posting finalized content to designated platforms, and assisting with guest coordination and scheduling when applicable.

12. Host Performance Expectations

• Attend all scheduled meetings and recordings on time unless prior notice is provided.

• Record at least 12 episodes per month.

• Participate in editing reviews as requested.

• Actively promote the podcast on all personal and professional social media platforms and in relevant groups.

• Remain active in the Facebook group and on the DBW website group designated for podcast hosts.

  
  

13. Recording Environment Temporary exceptions to this requirement may be granted upon written approval by DBW for live events or travel-based recordings. The Host agrees to record in a quiet, professional space with stable internet, minimal disruptions, and appropriate video/audio equipment.

14. Technical Issues & Attendance The Host must notify DBW of technical problems or inability to attend sessions no less than 48 hours in advance.

15. Scheduling & Calendar Integration The Host must use DBW’s scheduling platform and sync their personal Google Calendar.

16. Social Media Responsibilities

The Host must:

• Represent DBW respectfully online.

• Avoid misrepresentation, offensive content, or unauthorized brand use.

• Remove posts upon DBW’s request if harmful to the brand.

  
  

17. Public Representation The Host may not speak on behalf of DBW or its podcast brands without written approval.

18. Additional Participation The Host agrees to participate in promotional events, rehearsals, or press opportunities with reasonable notice.

E. COMPENSATION

20. Compensation and Fees Fees collected for podcast episodes are solely for production and operational expenses. These fees shall not be construed as compensation to the Host.

21. Advertising Revenue Sharing Hosts are entitled to 20% of net profits from advertisements aired on their shows. “Net profits” = gross revenue less production, platform, and promotion costs.If a Host refers and secures a new advertiser, they receive an additional 5% of net profits from that advertiser. Referrals must be approved in writing. DBW will remit shares quarterly with a basic revenue statement and issue payment via PayPal within 15 business days of quarter-end. Host shall be responsible for all personal tax liabilities associated with these payments. DBW reserves the right to adjust advertising pricing or content without affecting the percentage share due to the Host. Hosts may request a financial breakdown for review once per calendar year, with at least 30 days’ written notice.

F. LEGAL PROTECTIONS

22. Guest Responsibility The Host agrees to ensure all podcast guests have granted DBW the right to record, publish, and use their voice, image, and likeness. DBW may require guests to sign release forms prior to participation. The Host assumes full responsibility for communicating this requirement to guests.

23. Non-Solicitation Clause The Host shall not directly or indirectly solicit or attempt to contract with DBW’s sponsors, vendors, contractors, staff, or podcast contributors for a period of twenty-four (24) months following termination of this Agreement.

24. Updated Force Majeure DBW shall not be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to natural disasters, power outages, public health crises (including pandemics), labor disputes, internet disruptions, governmental orders, or other unforeseeable events outside DBW's control.

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

26. Assignment The Host may not assign or transfer any rights or obligations under this Agreement without the prior written consent of DBW. Any unauthorized assignment is void and unenforceable.

pension may occur due to scheduling conflicts, performance review, brand restructuring, or any strategic decision deemed necessary.

27. Notices

All notices under this Agreement must be sent in writing to info@dearblackwoman.me. Notices sent via email will be deemed received 24 hours after transmission unless returned as undeliverable.

28. DBW Right to Suspend or Pause Show

DBW retains the right to suspend, pause, or place a podcast series on temporary hiatus at its sole discretion without full termination of this Agreement. Suspension may occur due to scheduling conflicts, performance review, brand restructuring, or any strategic decision deemed necessary. During a suspension period, DBW is not obligated to publish new episodes or allocate production resources. The Host will not be entitled to revenue share or reimbursement during the suspension unless agreed upon in writing. DBW will provide written notice of suspension and may reinstate the show by mutual agreement.

29. DBW Right to Remove Content

DBW may remove, unpublish, or archive any podcast content, episode, or promotional material at any time, with or without cause. This right is retained to protect brand quality, resolve conflicts, or adapt to platform requirements.

30. Conflict of Interest

The Host shall disclose any personal, financial, or business interests that may conflict with their obligations or DBW’s mission. DBW reserves the right to review and manage any such conflicts on a case-by-case basis.

31. Publicity Rights

The Host grants DBW the right to use their name, likeness, voice, image, and biography in marketing, advertising, and public relations materials for the promotion of the podcast and related DBW platforms.

32. Liability Disclaimer

The Host is responsible for their own technical setup, personal equipment, and physical safety. DBW shall not be liable for damages, losses, or injuries incurred by the Host during participation in remote or in-person podcast-related activities.

33. Talent Conduct, Morality, and Anti-Harassment Policy The Host must uphold the ethical and professional standards of DBW. Any conduct that damages the brand’s reputation (e.g., hate speech, illegal activity, abusive behavior) is grounds for immediate termination. The Host agrees to maintain a respectful, safe, and harassment-free environment in all digital and in-person engagements, including but not limited to team calls, social media interactions, and participation in community groups. Harassment, discrimination, or intimidation of any kind will not be tolerated.The Host is responsible for their own technical setup, personal equipment, and physical safety. DBW shall not be liable for damages, losses, or injuries incurred by the Host during participation in remote or in-person podcast-related activities.

34. Independent Contractor Status

The Host is an independent contractor. This Agreement does not create an employment or agency relationship.

35. Indemnification

The Host shall indemnify and hold harmless DBW from any claims, damages, or legal actions arising from their statements, conduct, or content.

36. No Guarantee of Airtime

DBW may cancel, reschedule, or discontinue shows at its discretion. This Agreement does not guarantee publication.

37. Dispute Resolution

Any dispute shall first be mediated in good faith. If unresolved, binding arbitration will be held in the State of Georgia.

38. Governing Law

This Agreement is governed by the laws of the State of Georgia.

39. Survival of Terms

Sections on Ownership, Non-Disclosure, Non-Compete, Disparagement, Indemnity, and Governing Law will remain effective after termination.

40. Amendments

All amendments must be made in writing and signed by both parties.

41. Entire Agreement

This Agreement constitutes the full understanding between the parties.

APPENDIX A: HOST DUTIES CHECKLIST

This checklist serves as a summary of expectations as referenced in Section D. It may be updated upon mutual agreement without requiring a revision to the full contract.

Host is responsible for the following:

• Recording at least 12 podcast episodes per month.

• Actively promoting each episode across all personal and professional social media platforms.

• Engaging in the official DBW podcast host group on Facebook and the DBW website.

• Participating in all scheduled virtual or in-person podcast-related meetings and check-ins.

• Submitting episode outlines, guest confirmations, and any promotional materials no less than 7 days before the scheduled air date.

• Maintaining a quiet, professional recording environment with reliable audio/video equipment.

• Notifying DBW of any technical difficulties or schedule conflicts at least 48 hours in advance.

• Syncing their Google Calendar with the DBW scheduling platform to ensure timely coordination.

• Participating in media interviews, rehearsals, or promotional events with reasonable notice.

Failure to meet these expectations may result in written warnings, removal from the podcast schedule, or contract termination, depending on the severity and frequency of non-compliance.