The Positive Light Learning Network is pioneering Name, Image & Likeness contracts for educators — turning your authentic teaching presence into a digital asset that reaches every student whose sound wave aligns with yours.
We believe the disconnect between student and teacher is often not academic — it is vibrational. When a student's learning frequency aligns with a teacher's authentic voice, breakthroughs happen.
Submit your credentials, teaching philosophy, and curriculum samples. Our legal team reviews your profile for NIL eligibility and conflict-of-interest clearance.
Our attorney — with 35+ years of complex sports negotiations — drafts your bespoke Educator NIL Agreement covering avatar rights, royalties, AI-generated content, and anti-bias protections.
We capture your voice, image, and likeness — building a high-fidelity AI avatar. Your curriculum is packaged into an interactive, branded online course.
You receive a personal shareable hyperlink. Send it to students, parents, school districts, or post it publicly. Every enrollment generates your royalty.
Students who pass the course unlock access to live tutoring with you — proving their commitment to growth while maximizing your earning potential.
The Positive Light Learning Network was built with persons of color at the center — not as an afterthought, not as a diversity metric, but as the foundational design principle that shapes every algorithm, every contract clause, and every dollar distributed.
Every AI system used on this platform undergoes quarterly third-party bias audits. Valuation algorithms are prohibited from using proxies correlated with race, gender, or geography.
No "black box" pricing. Every educator sees exactly how their NIL value is calculated. All variables are disclosed, auditable, and contestable.
Educators from historically underrepresented communities receive an Equity Premium multiplier — correcting for decades of systemic undervaluation in education markets.
No educator's likeness may be used in political advertising, law enforcement materials, immigration content, or any context that could cause harm to communities of color.
Drafted by senior counsel with 35+ years of complex sports negotiations. This is the most comprehensive educator-focused NIL contract in existence.
This Educator Name, Image & Likeness Agreement (hereinafter the "Agreement") is entered into by and between Positive Light Learning Network, LLC, a Texas limited liability company (hereinafter the "Network" or "Company"), and the undersigned educator (hereinafter the "Educator" or "Licensor"), collectively referred to as the "Parties."
WHEREAS, the Network operates an innovative educational platform that connects students with educators whose authentic voices, pedagogical approaches, and personal identities resonate with individual learner needs; and
WHEREAS, the Educator possesses a unique Name, Image, Likeness, Voice, Personality, and Educational Persona (collectively, "NIL Assets") that have measurable and licensable value for educational, promotional, commercial, and grant-related purposes; and
WHEREAS, the Parties desire to establish a comprehensive, equitable, and legally enforceable framework governing the licensing, use, and compensation of the Educator's NIL Assets;
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
For purposes of this Agreement, the following terms shall have the meanings set forth below:
2.1 Scope of License. Subject to the terms and conditions of this Agreement, the Educator hereby grants to the Network a non-exclusive, worldwide, royalty-bearing license to use the Educator's NIL Assets solely for Approved Uses during the Term. This license expressly includes the right to:
2.2 Retained Rights. The Educator expressly retains all right, title, and interest in and to their NIL Assets not expressly granted herein. The Educator may continue to use their own NIL Assets for any purpose not in direct competition with the Network's platform during the Term, subject to the limited non-compete provisions of Article X.
2.3 No Assignment. The license granted herein is personal to the Network and may not be assigned, transferred, sublicensed (except as expressly permitted in Section 2.1(d)), or encumbered without the Educator's prior written consent, which shall not be unreasonably withheld.
2.4 No Perpetuity. No license granted under this Agreement shall be of perpetual duration. All licenses expire upon the termination or expiration of this Agreement, and the Network shall have no continuing right to use the Educator's NIL Assets thereafter except as provided in Section 11.4 (Wind-Down Period).
3.1 Base Signing Fee. Upon execution of this Agreement, the Network shall pay the Educator a one-time, non-refundable Base Signing Fee as set forth in Exhibit A (Compensation Schedule). This fee is payment for the initial capture session, profile creation, and onboarding process.
3.2 Enrollment Royalty. For each student enrollment attributable to the Educator's Personal Enrollment Link, the Network shall pay the Educator an Enrollment Royalty equal to the percentage of net enrollment revenue set forth in Exhibit A, calculated as follows:
3.3 Tutoring Session Fee. For each live tutoring session booked through the platform as a direct result of a student passing the Educator's course, the Educator shall retain seventy percent (70%) of the gross session fee, with thirty percent (30%) retained by the Network as a platform service fee.
3.4 Commercial & Grant Royalty. For each commercial, advertisement, or promotional material in which the Educator's NIL Assets are featured, the Educator shall receive a usage fee no less than the applicable union scale rate for on-camera principals (SAG-AFTRA Digital Media scale), regardless of whether the Educator is a union member. For grant proposals incorporating the Educator's NIL Assets that result in awarded funding, the Educator shall receive a Grant Attribution Bonus equal to two percent (2%) of the total grant award, up to a maximum of Five Thousand Dollars ($5,000.00) per awarded grant.
3.5 Equity Premium Multiplier. Educators who qualify for the Equity Premium pursuant to Article VIII shall receive a multiplier of 1.15x (fifteen percent premium) applied to all royalty calculations under Sections 3.2, 3.3, and 3.4 for the first thirty-six (36) months of this Agreement.
3.6 Payment Schedule & Audit Rights. Royalty payments shall be made monthly, within fifteen (15) business days following the close of each calendar month. The Network shall provide a detailed royalty statement with each payment. The Educator shall have the right, upon thirty (30) days' written notice, to audit the Network's books and records relating to this Agreement no more than once per calendar year, at the Educator's expense unless the audit reveals an underpayment of five percent (5%) or more, in which case the Network shall bear all audit costs and shall pay interest on the underpaid amount at the rate of one and one-half percent (1.5%) per month.
3.7 Kill Fee. In the event the Network initiates, develops, and then cancels any commercial, promotional content, or course project incorporating the Educator's NIL Assets prior to distribution or publication, the Educator shall be entitled to a Kill Fee equal to fifty percent (50%) of the total agreed-upon compensation for such project, regardless of the Network's reason for cancellation.
4.1 AI Content Authorization. The creation of any AI-Generated Content using the Educator's NIL Assets shall require the Educator's express prior written approval for each distinct use case. General consent given at the time of signing does not constitute blanket authorization for all future AI uses.
4.2 Voice Cloning Protections. Any voice synthesis or cloning technology applied to the Educator's voice shall:
4.3 Digital Avatar Standards. All Digital Avatars created under this Agreement shall:
4.4 Anti-Bias AI Mandate. The Network represents and warrants that all AI systems used to process, rank, recommend, or value the Educator's content shall be:
4.5 Destruction Upon Termination. Upon termination or expiration of this Agreement, the Network shall, within thirty (30) days, permanently destroy or irreversibly anonymize all AI models, voice clones, training datasets, and Digital Avatar source files derived from the Educator's NIL Assets, and shall provide the Educator with a written certification of destruction signed by a responsible officer of the Network.
4.6 Renegotiation Trigger. If the Network develops, acquires, or deploys any AI technology that materially expands the use of the Educator's NIL Assets beyond the scope contemplated at the time of signing, the Network shall provide sixty (60) days' written notice, and either Party may trigger a mandatory renegotiation of compensation terms. If renegotiation fails within ninety (90) days, the Educator may terminate this Agreement without penalty.
5.1 Initial Approval. The Network shall submit to the Educator for approval all materials incorporating the Educator's NIL Assets prior to first publication or distribution. The Educator shall have fourteen (14) days to review and either approve, reject, or request modifications. Silence beyond fourteen (14) days shall not constitute approval; a second written request shall be required, and failure to respond within seven (7) additional days shall constitute rejection.
5.2 Ongoing Approval Rights. The Educator's approval right is perpetual throughout the Term and extends to: (a) any material modifications to previously approved content; (b) repurposing of content for new channels or audiences; (c) translation or localization of content; (d) any expansion of the licensed territory.
5.3 Right of Correction. If any published content inaccurately represents the Educator's views, misidentifies the Educator, or portrays the Educator in a false light, the Network shall remove or correct such content within forty-eight (48) hours of receiving written notice from the Educator.
5.4 Prohibited Uses — Absolute. Notwithstanding any other provision of this Agreement, the following uses of the Educator's NIL Assets are absolutely prohibited without separate, express written consent:
6.1 Educator Retains IP. All right, title, and interest in and to the Educator's NIL Assets shall remain exclusively with the Educator at all times. Nothing in this Agreement shall be construed as an assignment of any intellectual property rights from the Educator to the Network. The Network acquires only the limited license rights expressly set forth in Article II.
6.2 Curriculum Ownership. All curriculum, lesson plans, course content, and educational materials created by the Educator prior to or outside of this Agreement remain the Educator's exclusive property. Any curriculum developed specifically for the Network under this Agreement shall be jointly owned, with the Educator retaining the right to use such curriculum for any non-competitive educational purpose.
6.3 Work-for-Hire Exclusion. This Agreement shall not be construed as a work-for-hire arrangement. The Educator is an independent contractor, and no content created by the Educator under this Agreement shall be considered a "work made for hire" as defined by 17 U.S.C. § 101, except where expressly agreed to in writing in a separate addendum.
6.4 Registration Assistance. Upon the Educator's request, the Network shall assist the Educator in registering copyrights, trademarks, or other intellectual property rights in the Educator's name and at the Network's expense, for any materials developed under this Agreement.
7.1 Non-Discrimination. The Network shall not discriminate against any Educator on the basis of race, ethnicity, color, national origin, gender, gender identity or expression, sexual orientation, religion, disability, age, economic background, accent, cultural identity, or any other protected characteristic in connection with: (a) selection for the platform; (b) assignment of courses or students; (c) valuation of NIL Assets; (d) algorithmic ranking or recommendation; (e) promotional opportunities; or (f) any other aspect of this Agreement.
7.2 Equity Premium Eligibility. The Equity Premium described in Section 3.5 is available to Educators who self-identify as members of any of the following communities: Black/African American; Hispanic/Latino/Latina/Latinx; Native American/Alaska Native; Native Hawaiian/Pacific Islander; Asian American (specifically those communities historically underrepresented in educational media); and any other community designated by the Network's Equity Review Board based on documented underrepresentation in the educational content market.
7.3 Equity Review Board. The Network shall maintain an independent Equity Review Board comprised of at least five (5) members, a majority of whom shall be persons of color, to review: (a) platform-wide pay equity data on a semi-annual basis; (b) AI bias audit results; (c) educator complaints of discriminatory treatment; and (d) the ongoing calibration of the Equity Premium and any other equity-correcting mechanisms.
7.4 Transparency Report. The Network shall publish an annual Educator Equity Transparency Report disclosing, in aggregate, average compensation by educator demographic category, AI audit findings, and any corrective actions taken. Individual Educator data shall not be disclosed without consent.
7.5 Grievance Procedure. Any Educator who believes they have experienced discrimination, Algorithmic Bias, or inequitable treatment under this Agreement may file a written grievance with the Network's Equity Officer. The Network shall investigate and respond in writing within thirty (30) calendar days. If the Educator is not satisfied with the resolution, they may escalate to the Equity Review Board, and, if still unresolved, to mediation pursuant to Article XIV.
8.1 Independent Contractor Status. The Educator is an independent contractor and not an employee, agent, partner, or joint venturer of the Network. Nothing in this Agreement shall be construed to create an employment relationship. The Network shall not control the manner or means by which the Educator creates educational content, except as expressly provided herein.
8.2 Non-Association Clause. This Agreement is with the Educator as a private professional individual and not in their capacity as an employee of any school, school district, university, or other institution. The Educator's employer institution does not endorse, sponsor, or participate in this Agreement, and the Educator's participation shall not be represented as an institutional endorsement.
8.3 Conflict of Interest Disclosure. The Educator represents and warrants that they have reviewed their employer's policies regarding outside employment, endorsements, and commercial activities, and that entering into this Agreement does not violate any such policies. The Educator agrees to notify the Network promptly if any conflict of interest arises during the Term.
8.4 Prohibition on School IP. The Educator shall not incorporate their employer institution's logos, trademarks, building images, student likenesses, or any other intellectual property belonging to their employing institution in any content created under this Agreement without express written authorization from the institution.
8.5 Tax Obligations. The Educator is solely responsible for all federal, state, and local income taxes, self-employment taxes, and other tax obligations arising from compensation received under this Agreement. The Network shall issue a Form 1099-NEC (or equivalent) to the Educator for all compensation paid in excess of $600 in any calendar year.
9.1 Network Morality Clause. The Network may terminate this Agreement upon thirty (30) days' written notice if the Educator is convicted of a Moral Turpitude Event (as defined in Section 1.10). Arrest, charges, allegations, or social media controversy shall NOT constitute grounds for termination under this clause.
9.2 Notice and Cure Period. Before exercising any termination right under this Article, the Network shall: (a) provide the Educator with written notice specifying the alleged conduct with particularity; (b) allow the Educator thirty (30) days to cure or address the issue; and (c) if the matter involves legal proceedings, allow the proceedings to fully conclude before taking action.
9.3 Educator Morality Clause — Reciprocal. The Educator may terminate this Agreement if the Network: (a) is publicly associated with racial discrimination, hate groups, or deceptive marketing practices; (b) violates the Anti-Bias AI Mandate of Section 4.4; (c) fails to maintain the equity commitments of Article VII; or (d) is acquired by or merges with an entity whose values conflict with the Educator's stated professional mission.
9.4 No Cancel Culture Provisions. Neither Party shall include in this Agreement or any amendment any provision that allows termination based solely on social media posts, online controversies, or public criticism of government, institutional, or social policies, provided such expression does not constitute a Moral Turpitude Event.
9.5 Compensation Upon Moral Clause Termination. If the Network terminates this Agreement under Section 9.1, the Educator shall retain all compensation earned prior to termination and any accrued but unpaid royalties shall be paid within thirty (30) days. No clawback provisions shall apply.
10.1 Scope. During the Term, the Educator agrees not to license their NIL Assets to a directly competing educational content platform that operates under an identical NIL-for-educators model as specifically defined in this Agreement. This restriction applies only to direct, like-for-like NIL licensing platforms, and does not restrict the Educator from:
10.2 Geographic Limitation. The non-compete restriction in Section 10.1 applies only within the United States and its territories.
10.3 Duration. The non-compete restriction expires simultaneously with the expiration or termination of this Agreement and shall not survive termination.
11.1 Initial Term. This Agreement shall commence on the Effective Date and continue for an initial term of two (2) years (the "Initial Term"), unless earlier terminated in accordance with the provisions hereof.
11.2 Renewal. Following the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each a "Renewal Term") unless either Party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current Term.
11.3 Termination for Convenience. Either Party may terminate this Agreement for any reason or no reason upon sixty (60) days' written notice to the other Party. No penalty shall be assessed for termination for convenience.
11.4 Wind-Down Period. Upon notice of termination or non-renewal, the Parties shall negotiate in good faith a Wind-Down Period not to exceed ninety (90) days during which: (a) enrolled students may complete in-progress courses; (b) the Network may continue to display the Educator's profile in a limited capacity; and (c) outstanding royalties shall accrue and be paid. The Network may not enroll new students in the Educator's courses during the Wind-Down Period.
11.5 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice; (b) becomes insolvent, files for bankruptcy, or makes a general assignment for the benefit of creditors; or (c) commits fraud in connection with this Agreement.
11.6 Obligations Upon Termination. Upon termination of this Agreement: (a) all licenses granted herein shall immediately terminate; (b) the Network shall remove the Educator's profile and content from the platform within thirty (30) days; (c) the Network shall comply with Section 4.5 (Destruction Upon Termination); and (d) all accrued but unpaid compensation shall be paid within thirty (30) days.
12.1 Educator's Representations. The Educator represents and warrants that: (a) the Educator has full right, power, and authority to enter into this Agreement; (b) the Educator's NIL Assets do not infringe upon the rights of any third party; (c) the Educator is not subject to any existing agreement that would prohibit or limit the execution of this Agreement; and (d) all information provided to the Network regarding the Educator's credentials, qualifications, and teaching experience is truthful and accurate.
12.2 Network's Representations. The Network represents and warrants that: (a) it is a validly formed legal entity with full authority to enter into this Agreement; (b) it will process and use the Educator's NIL Assets in accordance with all applicable laws, including federal and state privacy laws, right of publicity laws, and anti-discrimination laws; (c) it will maintain commercially reasonable data security practices to protect the Educator's NIL Assets; and (d) it will comply with all obligations set forth in this Agreement.
13.1 Network Indemnification. The Network shall indemnify, defend, and hold harmless the Educator from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) the Network's use of the Educator's NIL Assets outside the scope of Approved Uses; (b) any AI-Generated Content created using the Educator's NIL Assets; (c) any breach of the Network's representations and warranties; (d) the Network's failure to comply with applicable laws; or (e) any third-party claim arising from the platform's operations.
13.2 Educator Indemnification. The Educator shall indemnify, defend, and hold harmless the Network from and against any claims arising from: (a) inaccurate information provided by the Educator about their credentials; (b) pre-existing third-party intellectual property claims in materials provided by the Educator; or (c) the Educator's breach of their representations and warranties.
13.3 Cap on Liability. Each Party's aggregate liability for all claims arising under this Agreement shall not exceed the total amount of compensation paid or payable to the Educator in the twelve (12) months preceding the event giving rise to the claim. This limitation shall not apply to: (a) indemnification obligations for third-party claims; (b) willful misconduct or fraud; (c) the Network's obligations under Section 4.5; or (d) claims arising from the Network's violation of Article VII (Equity Provisions).
14.1 Informal Resolution. The Parties agree to negotiate in good faith to resolve any dispute arising out of or relating to this Agreement before resorting to formal dispute resolution.
14.2 Mediation. If informal resolution fails within thirty (30) days, the Parties shall submit the dispute to non-binding mediation administered by JAMS (or an equivalent mediation service) before a mediator agreed upon by the Parties. The costs of mediation shall be shared equally.
14.3 Arbitration. If mediation fails to resolve the dispute within sixty (60) days, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in the state of Texas, unless the Parties agree otherwise. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.
14.4 Emergency Relief. Notwithstanding the foregoing, either Party may seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm, including unauthorized use of NIL Assets, pending the outcome of arbitration.
14.5 Prevailing Party Fees. In any arbitration or court proceeding, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.
15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.
15.2 Entire Agreement. This Agreement, together with all Exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and negotiations.
15.3 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both Parties.
15.4 Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions shall not be affected.
15.5 Waiver. The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
15.6 Notices. All notices under this Agreement shall be in writing and delivered by certified mail, overnight courier, or email with confirmation of receipt to the addresses set forth in Exhibit B.
15.7 Force Majeure. Neither Party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including acts of God, government actions, pandemics, or natural disasters, provided the affected Party gives prompt written notice and uses commercially reasonable efforts to resume performance.
IN WITNESS WHEREOF, the Parties have executed this Educator NIL™ Agreement as of the Effective Date set forth below.
This Agreement has been reviewed and certified by Rosen Sports & Entertainment Law, Senior Counsel. Certification does not constitute independent legal advice to the Educator. The Educator is strongly advised to seek independent legal counsel prior to execution.
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Every educator on our platform receives a unique, shareable hyperlink. Here's what yours could look like:
Legal Disclaimer: The contract displayed on this site is for informational and illustrative purposes. It has been drafted with the expertise of senior sports and entertainment law counsel with 35+ years of experience. Educators should seek independent legal counsel before executing any agreement. Nothing on this site constitutes legal advice.