BRAND AMBASSADOR. Introductory Manual & Agreement

Transcription

1 BRAND AMBASSADOR Introductory Manual & Agreement

2 INTRO About Us Scimera BioScience develops cutting-edge bioceuticals to ensure maximal customer benefit, uphold the highest benchmark of quality, and to continually set the standard within the Bioceutical industry. Our team is comprised of physicians, pharmacists, chemists, microbiologists, and consumer advocates to provide a comprehensive approach to product development. Through our extensive clinical exposure and expertise, we deliver the highest quality bioceuticals to support overall health and wellness. Our success is derived from our principles in evidenced based research, outcomes data, patient safety, and superior product standard of quality. All of our products are made in the USA in an FDA-Inspected facility that meets the stringent standards of Good Manufacturing Practice (GMP) and US Pharmacopeia guidelines. From Natural Lactase Pills, Natural Multi-vitamins, To do this, we utilize the best clinical studies, advanced ingredient research, and evidence-based data, and we strive to promote better understanding of the disease process, and the importance of proactive intervention.scimera BioScience is constantly researching and developing the newest and latest products that will support your health and wellness. We continually focus on promoting health through advanced bioscience. Our company is dedicated, passionate, and committed to excellence in developing the next generation of Nutraceuticals.We welcome you to our family of products! Frederick M. Chaleff M.D. F.A.C.C. F.A.C.C.P. Chief Executive Officer and Founder of Scimera BioScience 2 SCIMERA BIOSCIENCE

3 PRODUCTS Product Lineup Asprega Complete Probiotic Zoflexa Joint & Cartilage Health Formula SciKrill Natura Antarctic Krill Oil Ubiquinol CoEnzyme Q-10 Prexator Complete Heart Formulation Vyzetra Ultra Complete Heart Formulation E2 Essential Energy: 10 & 2 pack Asprega ProPac Complete Probiotic Scimune Immune Support Pac LactasePro Immune Support Pac BRAND AMBASSADOR MANUAL 3

4 ABOUT BRAND AMBASSADORS About Brand Ambassadors Scimera Brand Ambassadors are a diverse group of individuals, health/ fitness professionals that aim to engage, educate and share the Scimera brand and products with consumers from all walks of life; while also enhancing the presence of the Scimera brand. 4 SCIMERA BIOSCIENCE

5 BRAND AMBASSADOR AGREEMENT Scimera BioScience LLC, Ambassador Agreement This Scimera BioScience Agreement (the Agreement ) is between the individual or organization named below ( You ), and Scimera BioScience LLC ( Scimera, the Company or We ). Scimera BioScience is committed to developing business partnerships with high quality people and organizations, including You, who become Scimera Ambassadors to introduce and sell our products to other people around the world. The following are the terms of the Agreement between You and Forever. Ambassador Responsibilities You will be responsible for promoting and selling Scimera Bioscience products through any of the following platforms and channels: Your website, social media, or Your personal and professional network. You are responsible for the following: Promoting Scimera BioScience products in a professional, positive and trustworthy manner on Your website, Your Blog, any social media outlets, or any other communications mechanisms of Your choosing. Representing Scimera on social media, in other discussion groups, or in any other media positively including deflecting negative or disparaging comments when possible and enlightening and encouraging the appropriate understanding and use of our products. Keeping Your website and all links to Scimera.com or any related Scimera owned online and media properties current. Implementing the designated site tool for tracking sales and obtaining the most current marketing materials Avoiding using bulk messages which can be construed as SPAM which could negatively impact the reputations of both You and Scimera This Ambassador Agreement with Scimera is non-exclusive, meaning that nothing herein precludes Scimera from continuing to market and sell its products directly or indirectly to customers, through other people, organizations, or sales channels. BRAND AMBASSADOR MANUAL 5

6 BRAND AMBASSADOR AGREEMENT Referral Commissions A. Scimera or its designated asignee will pay You a commission of percent of Net Cash received for all transactions. Net Cash means the cash payments received by Scimera from customers less any returns, credits, discounts, freight, postage, packaging or insurance, and any sales tax or similar taxes imposed upon the sale of Scimera Products. Your commission will be paid approximately two weeks after the end of month of the sales transaction. B. Scimera or its designated asignee will pay commissions on a monthly basis. You will be able to track Your sales using the designated tracking program. C. If this Agreement is terminated for any reason, no further payments will be earned by You following the reconciliation of the commissions earned on Net Cash received during the month of termination. You will receive final payment for those commissions approximately two weeks after the end of month of the sales transaction. D. You do not have the right to enter into an agreement on behalf of, or otherwise bind, Forever in any way. Terms of the Agreement Once you have accepted the terms of this Agreement by physical signature, electronic signature or click through acceptance, this Agreement will be effective starting the date Your application has been accepted by Scimera or the date that Scimera signs this Agreement physically or electronically. The Agreement will continue in effect unless either party decides to terminate this Agreement. Either You orscimera or its designated asignee may terminate this Agreement for any reason by providing written notification 15 days prior to the Termination Date. When this Agreement expires or terminates, You must immediately stop commercial use of the Scimera brand, logo, trademarks, sales and marketing materials, and any other Scimera materials or intellectual property you have in your possession. You will maintain ownership and possession of materials that you have paid for if applicable and can continue personal use of those materials. No further commission will be payable to You, except in respect of Net Cash received for valid sales orders completed by You prior to the expiry or termination of the Agreement. This provision, and the terms concerning confidentiality, independent contractor status, use of Scimera sales and marketing materials, trademarks and intellectual property, restrictions on competitive activity, governing law, and the general terms, will survive the expiry or termination of this Agreement. 6 SCIMERA BIOSCIENCE

7 Scimera BioScience, Trademarks and Intellectual Property This Agreement does not grant You any ownership or proprietary rights whatsoever to Scimera s name, brand, logos, trademarks, service marks, copyrights, trade secrets, patents, software or any other intellectual property owned by Scimera ( Scimera Intellectual Property ). Any goodwill associated with the use of Scimera Intellectual Property shall inure solely to the benefit of Scimera. You agree not to attack or contest the validity of the Scimera Intellectual Property or our rights to the Scimera Intellectual Property. You agree not to register or attempt to register the Scimera Intellectual Property, or any name, logo, or trademark that is or could be confusingly similar, in any country, state or jurisdiction. Scimera will collaborate with You to provide necessary sales and marketing materials that You may use to promote or sell Scimera Products. Independent Contractor You agree that You are an independent contractor and not an employee of Scimera. Nothing in this Agreement is intended or shall be construed to create a relationship of employer and employee, or principal and agent, between Scimera and You. You are not eligible to participate in any of Scimera s employee benefit plans, fringe benefit programs, group insurance arrangements, or other similar plans or programs maintained by Scimera for the benefit of its employees, and You agree not to claim that You are eligible or entitled to any such benefits under any plan or program. As an independent contractor, I am responsible for all self employment taxes, income taxes, and other filings required by law and I am not covered by any state unemployment or worker compensation act. I will not be treated as an employee with respect to the agreement for federal state or local tax purposes or otherwise. I free to abide by all federal, state and or local laws relating to my business. I also agree that the Company reserves the right to ensure continued service to customers if I cease to be an active independent brand ambassador. Confidentiality You agree to maintain the confidentiality of Scimera s Confidential Information, and not to disclose or permit any third party access to any of Scimera s Confidential Information, without the prior written permission of Scimera BioScience. Confidential Information includes all confidential or proprietary information of Scimera, including information about Scimera products, services, business, product roadmap, designs and plans. Confidential Information does not include information that is or becomes public knowledge without Your action or involvement. You may disclose Confidential Information required by any specific judicial or governmental order requiring disclosure provided You give Scimera sufficient prior written notice to contest such order.. BRAND AMBASSADOR MANUAL 7

8 BRAND AMBASSADOR AGREEMENT Non-Solicitation During the term of this Agreement and for six months thereafter, You must not: (a) solicit, recruit or attempt to persuade any person to terminate their employment with Scimera; (b) be compensated by a competitor to solicit, induce or attempt to induce any customer or prospective customers of Scimera to purchase or use products or services that compete with Scimera BioScience. Governing Law and Jurisdiction This Agreement shall be governed by the laws of the State of Florida and the United States of America, without giving effect to principles of conflicts of laws that would compel the application of the substantive laws of another jurisdiction. You and Scimera agree that any disputes or claims will be adjudicated and subject to the jurisdiction of the state and federal courts located Miami, Florida. General This Agreement is the final and entire agreement between You and Scimera, and supersedes any prior agreement or understanding, whether oral or written. Failure or delay to enforce any right or provision of this Agreement shall not be considered a waiver of those rights. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court, the remaining provisions will remain in effect. Neither You nor Scimera may assign this Agreement or any rights, benefits or obligations in this Agreement, except that Scimera may assign this Agreement to any acquirer or successor in interest, without notice to you. Non-Disclosure Agreement In consideration of the commencement of, you, the Brand Ambassador working relationship with Scimera BioScience and the compensation that will be paid, the Brand Ambassador and Scimera agree as follows: 1. Scimera Properiety Intellectual, Graphic and Corporate Information In the performance of Brand Ambassador s job duties with Scimer, Brand Ambassador will be exposed toscimera Corporate Confidential Information. Confidential Information means information or material that is commercially valuable to Scimera and not generally known or readily ascertainable in the industry. This includes, but is not limited to: (a) All corporate information concerning Scimera products and services, including product knowhow, formulas, designs, devices, diagrams, software code, test results, processes, inventions, research projects and product development, technical memoranda and correspondence; 8 SCIMERA BIOSCIENCE

9 Non-Disclosure Agreement contd. (b) information concerning Scimera s business, including cost information, profits, sales information, accounting and unpublished financial information, business plans, markets and marketing methods, customer lists and customer information, purchasing techniques, supplier lists and supplier information and advertising strategies; (c) information concerning Scimera s Brand Ambassadors, including salaries, strengths, weaknesses and skills; (d) information submitted by Scimera s customers, suppliers, Brand Ambassadors, consultants or co-venture partners with Scimera for study, evaluation or use; and (e) any other information not generally known to the public which, if misused or disclosed, could reasonably be expected to adversely affect Scimera s business. 2. Nondisclosure of Trade Secrets Brand Ambassador shall keep Scimera Bioscience s Confidential Information, whether or not prepared or developed by Brand Ambassador, in the strictest confidence. Brand Ambassador will not disclose such information to anyone outside Scimera without Scimera s prior written consent. Nor will Brand Ambassador make use of any Confidential Information for Brand Ambassador s own purposes or the benefit of anyone other than Scimera However, Brand Ambassador shall have no obligation to treat as confidential any information which: (a) was in Brand Ambassador s possession or known to Brand Ambassador, without an obligation to keep it confidential, before such information was disclosed to Brand Ambassador by Scimera bioscience (b) is or becomes public knowledge through a source other than Brand Ambassador and through no fault of Brand Ambassador; or (c) is or becomes lawfully available to Brand Ambassador from a source other than Scimera BioScience 3. Confidential Information of Others Brand Ambassador will not disclose to Scimera any trade secret of others BRAND AMBASSADOR MANUAL 9

10 BRAND AMBASSADOR SIGNED AGREEMENT Scimera BioScience LLC, Ambassador Agreement By clicking on I accept the terms of the Scimera Ambassador Agreement You have submitted your electronic or physical signature and acceptance of the terms stated in this Agreement. Alternatively, You may accept the terms of this Agreement by signing a physical copy of this Agreement. You also acknowledge that this agreement and its terms will change from time to time, that You are responsible for monitoring those changes, and that You agree to any and all changes unless You notify Scimera of any objections within 7 days of any change. X Date X Date (Witness) X Date 10 SCIMERA BIOSCIENCE

11 Scimera.com