STUDIO NOIR · Contract Templates

Phase 1: three templates needed. Membership Agreement + Waiver, Contract Instructor Agreement, Studio Manager Contractor Agreement.

Phase 2: full contract library (10+ templates) with contract management platform.

All Phase 1 templates drafted by Smith Anderson (RDU counsel). Executed via DocuSign or HelloSign. Stored in Google Drive under ~/Documents/Active_Projects/TAJ_HUB/STUDIO_NOIR_OS/_Contracts/ with encrypted backup.

Attorney review cadence: annual full review.

1. Phase 1 template 1: Membership Agreement + Waiver

The single most executed template Phase 1. Every member signs one.

Key terms

Tier and monthly fee (Access $199, Studio $349)
Minimum initial term: 30 days Access, 60 days Studio
Auto-renewal on monthly basis after initial term
30-day notice to cancel after minimum term
Freeze policy: up to 60 days per year for medical or travel; $25/mo freeze fee for Access, $49/mo for Studio; no partial refunds
Rules of the club: dress code, conduct, photography restrictions in studio, prosecco service etiquette (no member consumption to visibly intoxicated state)
Guest policy: Access 1/month, Studio 2/month, Founders charter 3/month
Payment authorization: monthly auto-charge via Mariana Tek or Stripe
Waiver and release (see below, integrated into agreement)
Arbitration clause with class action waiver: Raleigh NC venue (Wake County), JAMS rules or AAA rules
Membership is personal: non-transferable, non-refundable at exit (except 30-day pro-rated refund at first cancel if member signed up within 90 days)

Waiver and release (integrated Phase 1)

Standalone waiver required for pole and movement activities:

Acknowledgment of inherent risk in pole, movement, and dance activities
Attestation of physical fitness to participate + obligation to disclose changes
Medical disclosures: recent surgery, cardiovascular conditions, pregnancy, medication that affects blood pressure or coordination
Media release for on-premises photography (opt-out available at concierge desk)
Emergency contact information on file
Consent to receive first aid if incapacitated
Assumption of risk and release of liability (drafted per NC law)
Arbitration clause with class action waiver (as above)
Signature, date, staff verification

Drafted by Robinson Bradshaw. NC consumer protection law compliance verified. Signed digitally at member intake.

Estimated Phase 1 volume: 60-80 signed Year 1, 80-100 signed Year 2.

2. Phase 1 template 2: Contract Instructor Agreement

Every contract instructor signs one at contract signing.

Key terms

1099 independent contractor status (not W-2)
Payment terms: $60 per class base + $10 per class fill bonus when class hits 8+ members. Paid monthly via ACH or check on the 15th of each month for prior month’s classes taught.
Class schedule commitment: minimum commitment for the initial 3-month contract (e.g., “6 classes per week including 2 morning classes and 4 evening classes”). After initial 3 months, either side can modify commitment with 30 days notice.
Cancellation notice: 30 days from either side after initial term
Coverage protocol: if instructor cannot teach a scheduled class, they must:
1. Notify Studio Manager at least 48 hours in advance
2. Attempt to find coverage from the backup instructor bench
3. If no coverage found, class is cancelled and instructor’s monthly pay reduced by the missed class fee
Studio standards compliance: instructor complies with STUDIO NOIR brand standards (dress code per 01_BRAND, tone per 02_VOICE_AND_TONE, punctuality, member greeting rituals)
Professional liability insurance: instructor carries own liability insurance (minimum $1M per occurrence, $2M aggregate); certificate on file
CPR/AED certification: current, refreshed annually at contract renewal
Confidentiality: all member information (names, medical disclosures, incidents) confidential; NDA clause survives contract termination
Non-solicit: instructor does not privately solicit STUDIO NOIR members for lessons outside STUDIO NOIR during the contract term + 6 months after termination
No dating members: instructor does not date STUDIO NOIR members during the contract; written into the contract
Termination for cause: immediate termination for safety violation, misconduct, or breach of confidentiality
Governing law: North Carolina

Drafted by Smith Anderson. Reviewed annually.

Estimated Phase 1 volume: 3-5 signed instructor agreements at open, 5-8 over full 2 years.

3. Phase 1 template 3: Studio Manager Contractor Agreement

The Studio Manager is a part-time contractor (~10 hrs/week) Phase 1. Signs a contractor agreement.

Key terms

1099 independent contractor (not W-2)
Scope of work: class scheduling, member sign-ups/cancellations, contract instructor coordination, small merch inventory, weekly member email, monthly financial reporting to Trill
Compensation: $25/hour, invoiced monthly, paid via ACH on the 15th for prior month
Hours: approximately 10 hours per week; may grow to 15-20 hours if the business ramps
Location: hybrid (some hours on-site at studio, some remote)
Term: 6-month initial contract, renewable in 6-month increments
Notice to terminate: 30 days from either side
Confidentiality: all member information, financials, and business operations confidential; NDA survives termination
Non-solicit: does not privately solicit STUDIO NOIR members or contract instructors for competing services during the contract + 6 months after
Non-compete carve-out: may work for other Triangle businesses that are not competing luxury movement studios
Governing law: North Carolina

Drafted by Smith Anderson. Reviewed annually.

4. Phase 1 additional simple contracts (not full templates)

Handled with attorney letter or standard NDA where needed:

Vendor agreements (cleaning service, bookkeeper, insurance broker): standard vendor terms with Robinson Bradshaw review for anything over $10K/year
Content creator or photographer: simple work-for-hire agreement, standard NDA
Guest instructor for weekend residency: simple 1-page letter agreement with pay, dates, and mutual NDA
Sublease amendments (if applicable): reviewed by Robinson Bradshaw before signing

5. Phase 2 contract templates (preserved for reference)

Phase 2 flagship contracts expand significantly. Preview:

Member-facing (Phase 2)

Membership Agreement (Access $199, Studio $349, Black Card $999) with tier-specific terms
Standalone Waiver + Release (updated for recovery wing amenities: sauna, cold plunge, steam, PT)
Guest Waiver (separate for guests brought by members)
Private Studio Rental Agreement (for hourly bookings)
Cabana Rental Agreement (for private recovery cabana bookings)
Personal Training Agreement (member + trainer + STUDIO NOIR)
Corporate Wellness Master Services Agreement (for corporate accounts)

Employee-facing (Phase 2)

Full Employment Agreement (GM, Head of Programming, Director MX, etc.)
Employee Handbook
Hourly Employee Agreement (front-of-house, café staff, attendants)
Contract Instructor Agreement (updated for Phase 2 scale)
Non-Compete Agreement (senior leadership)
Employee Equity Grant (option pool)

Vendor-facing (Phase 2)

Master Services Agreement (large vendors: HVAC, cleaning contractor, laundry service)
Statement of Work per engagement
NDA (all vendors)
Insurance Certificate requirements (all vendors)

Special (Phase 2)

Franchise Agreement (Phase 3, drafted by franchise counsel)
Sponsorship Agreement (for THE NOIR INVITATIONAL sponsors)
Media Rights Agreement (for THE NOIR INVITATIONAL broadcast/streaming rights)
Licensing Agreement (for STUDIO NOIR apparel line third-party manufacturing)

Contract management platform (Phase 2)

Ironclad or SpotDraft for template management and executed contract storage
DocuSign for e-signature at scale
Integration with member management platform (Mariana Tek / Mindbody)

Full Phase 2 contract library rebuilt in 2028 alongside Phase 2 buildout, hiring, and capital raise.

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