CLEVER CONTAINER COMPANY, L.L.C. TERMS AND CONDITIONS OF CONSULTANT AGREEMENT

Transcription

1 CLEVER CONTAINER COMPANY, L.L.C. TERMS AND CONDITIONS OF CONSULTANT AGREEMENT THIS CONSULTANT AGREEMENT sets fort the terms and conditions under which you may become a Consultant for Clever Container Company, L.L.C., an Illinois limited liability company (the Company ). Please read all of the provisions of the Consultant Agreement ( Agreement ) carefully and, if you agree to, and are willing to accept, the terms, please complete the information to be provided on the signature page and sign the Agreement in the space indicated, or acknowledge your acceptance of the Agreement online, as provided on the Company s website: This Agreement shall not become effective until accepted and signed or acknowledged by the Company. 1. Upon signature or acknowledgment by the undersigned as Consultant and by the Company, Consultant shall become a Consultant of the Company and shall have and be subject to all of the rights and obligations as a Consultant, as provided herein, for the term provided or until this Agreement shall have been terminated in accordance with its terms. 2. Upon completion, execution and acknowledgment of the Agreement, Consultant shall purchase and pay for the Consultant Kit, which is provided by the Company at the time of the Agreement, and the Company will deliver the Consultant Kit to the Consultant. 3. During the term of this Agreement, Consultant shall have the right to purchase products offered for sale by the Company ( Products ) and to offer Products for sale to customers of the Consultant. Consultant shall have the right to designate to the Company, and register with the Company, customers of the Consultant who shall purchase Products. Customers of a Consultant shall be entitled to purchase Products directly from the Consultant or from the Company through its website and such purchases shall be credited to the Consultant for compensation purposes. All orders for Products, whether by Consultant or a customer, shall be subject to acceptance by the Company. 4. During the term of the Agreement, Consultant shall be entitled to sponsor additional persons to become Consultants to the Company, who may complete and sign this form of Agreement which shall be subject to acceptance by the Company. Consultants sponsored by Consultant, and Consultants sponsored by any Consultant in the downline of Consultant, shall be in the downline of Consultant.

2 5. Consultant acknowledges and agrees that the determination of the Products to be offered for sale by the Company from time to time, the prices and other terms of sale, handling and delivery charges, method and timing of payment, and other terms of sale shall be as the Company shall, in its sole discretion, determine and provide from time to time. 6. Consultant agrees that during the term of the Agreement, Consultant shall promote and sell Products to customers by direct sales, parties and gatherings and online sales through the website of the Consultant and the Company. Consultant agrees that Consultant will not offer any Products for sale on or through any website other than the Consultant s or the Company s website or in any public, retail or service establishments. Consultant further agrees not to demonstrate, sell or offer for sale any products other than Products at any party or meeting designated as a Clever Container event or sponsored by Clever Container. 7. Consultant agrees that Consultant is an independent contractor and not an employee, agent, partner, joint venture or franchisee of the Company and may not act on behalf of, make any representations or statement for, make any commitment for, bind, or enter into any agreement for, the Company. Consultant agrees that, as an independent contractor, Consultant shall be solely responsible for all expenses associated with the conduct of Consultant s business and for the filing of all tax returns and the payment of all selfemployment, income, federal, state and local taxes associated with the conduct of Consultant s business. 8. Consultant agrees that Consultant shall conduct business as a Consultant to the Company in an ethical and honest manner and shall comply with all federal, state and local laws and regulations which may apply to the conduct of such business. Consultant shall not make any misrepresentations concerning the business of Consultant, the Products or the income opportunity associated with becoming a Consultant. 9. From time to time, the Company may issue and modify Policies and Procedures regarding the Compensation Plan and conduct of business as a Consultant. The Company shall publish such Policies and Procedures on its website and communicate the same to its Consultants. Such Policies and Procedures shall become a part of this Agreement and shall be binding on the Consultant, as amended from time to time. 10. During the term of the Agreement, Consultant shall be entitled to receive discounts, compensation, commissions and other benefits in accordance with the Compensation Plan of the Company, as amended from time to time. The Company reserves the right to amend and modify the Compensation Plan in its

3 sole discretion from time to time. The Company shall publish the Compensation Plan of the Company on a page of its website accessible by Consultants and shall otherwise communicate the Compensation Plan, and all amendments to the Compensation Plan, to the Consultants. The Compensation Plan provisions, as amended from time to time, shall be a part of this Agreement and shall be binding on the Consultant and the Company. 11. The Company shall not grant to, or impose upon, any Consultant any geographical territories or limits relating to the sales and sponsoring of consultants in the United States or any of its territories. 12. Consultant authorizes the Company to use Consultant s name, likeness, image, photographs, video, postings on social media and/or personal story in any advertising or promotional materials and waives all claims for remuneration for such use. 13. Consultant acknowledges and agrees that all information concerning Consultants and customers of Consultants, including without limitation, names, addresses, telephone numbers, addresses, genealogies and other such information, whether compiled or stated individually, and such other information as the Company may designate as confidential, was obtained by the Company and Consultants to the Company at great effort and expense, and is of great value to the Company, and to Consultants to the Company, and is maintained by the Company and its Consultants as confidential and trade secret information ( Confidential Information ). Consultant further acknowledges and agrees that any Confidential Information received or obtained by Consultant, whether in the form of reports or lists prepared by the Company, or otherwise, is received by Consultant in confidence and on the condition and agreement that Consultant shall maintain such information as confidential. Consultant agrees that Consultant shall not disclose any Confidential Information to any person except as may be expressly authorized by the Company in writing and shall not use any Confidential Information for any purpose other than the performance of Consultant s functions and duties as a Consultant for the Company. Consultant further agrees that, during the term of this Agreement and for a period of 18 months from the termination hereof for any reason, she or he will not, directly or indirectly, solicit, recommend, suggest or induce any person who is then, or within the past year has been, a Consultant for the Company, to become a distributor or consultant for, or otherwise become associated with, any person or company engaged in the business of direct sales. Consultant acknowledges and agrees that the foregoing provisions are reasonable and necessary for the protection of the interests of the Company and Consultants of the Company and their valuable business relationships. All rights and obligations of this paragraph shall survive the termination of the Agreement

4 14. This Agreement shall be effective for a term of twelve months from the date of acceptance by the Company. Upon the expiration of the initial term of this Agreement, or any renewal term, this Agreement shall automatically be renewed for a renewal term of twelve months; provided that, if Consultant shall not have been Active for any month during a period of six consecutive months, the Company may act to terminate this Agreement and Consultant s status as a Consultant. 15. Either the Consultant or the Company shall be entitled to terminate this Agreement at any time, with or without cause, by providing written notice to the other at the address set forth in this Agreement. Upon the expiration or termination of this Agreement, Consultant shall cease representing himself or herself as a consultant for the Company and shall have no further rights or obligations under this Agreement except rights or obligations specifically provided herein to survive such expiration or termination. Upon termination of this Agreement, the Company will refund to Consultant 90% of Consultant s purchase price on any unused and resaleable Products purchased within 12 months of the date of termination if Consultant returns the Products to the Company. 16. This Agreement shall be governed by and shall be interpreted and enforced in all respects in accordance with the laws of the State of Illinois. 17. Any and all disputes arising out of or relating to this Agreement or Consultant s status as a consultant to the Company shall be resolved and determined by arbitration in accordance with the then existing rules of the American Arbitration Association. The exclusive location for such arbitration shall be Chicago, Illinois. The decision of the arbitrator(s) shall be final and binding on the parties. All demands for arbitration by the Consultant shall be made by Consultant within six months from the occurrence of the event or matter which is the subject of the dispute. Failure to make a demand for arbitration within such period shall result in the waiver or loss of all claims by Consultant with respect to such event or matter. Notwithstanding the foregoing, the Company shall have the right to bring suit in any court of competent jurisdiction to seek an injunction, temporary or permanent, or other equitable relief, to prevent or enjoin a breach of Consultant s obligations hereunder and shall be entitled to include in such action any and all claims for damages or other relief which it may have. 18. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and may not be altered, modified or changed except by a writing signed by the Company and the Consultant.

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