InnerLight Worldwide, Inc. - Independent Representative Agreement
Exhibit 10.4
InnerLight
Worldwide, Inc. - Independent Representative Agreement
I hereby
request application to become an Independent Business Consultant (“IBC”) for
InnerLight Worldwide, Inc. (“The Company”), and agree to be bound by the terms
and conditions set forth in this Independent Business Consultant Agreement, the
Company Policies and Procedures as well as the Company Compensation Plan which
are incorporated herein by reference.
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1. I
am of legal age, in the state or Country in which I currently reside, to
enter into this Agreement.
I
understand that this Application and Agreement is not effective until it
is accepted by the Company.
I acknowledge that the acceptance of this Agreement the Company does not
institute the sale
of a franchise or the grant of a specific right to a particular
territory.
2.
As an Independent Business Consultant (“IBC”), I understand and agree that
the term of this Agreement
is for a period of twelve (12) months from the date of acceptance by the
Company, and
must
apply for a renewal of my contract annually in accordance with the
Company’s Policies and Procedures.
In the event I fail to renew my Independent Business Consultant (“IBC”)
status, all of my
rights and privileges to commissions, performance bonuses, and products
will terminate upon the expiration
of this Agreement, and I may not apply for Independent Business Consultant
(“IBC”) status
for a period of six (6) months. Upon expiration of this Agreement, all of
my rights and benefits as
an Independent Business Consultant (“IBC”), shall return to and become the
property of the Company.
3.
Upon acceptance of my application by the Company, I will be eligible to
contract for the sale of products
and services offered by the Company as well as receive commissions in
therewith in accordance
with this Agreement, the Policies and Procedures, and the Compensation
Plan. I am at liberty
to set my own hours of operation and to determine my own locations and
methods of selling as
long as they do not violate the Company’s Policies and Procedures. For
notification purposes, my address
as indicated on this Agreement shall be deemed to be my correct address
unless and until written
notification of a change of address is provided in writing by me to the
Company.
4. I
acknowledge that I am an independent contractor, not an agent, employee,
or franchise of the Company,
and that I will not be treated as an employee in regard to any laws
covering employees, including
but not limited to the Federal Unemployment Tax Act, the Federal Insurance
Contribution Act,
the Social Security Act, State Unemployment Tax Acts or State Employment
Security Acts. I agree
that I am responsible for all applicable federal and state income taxes,
self-employment taxes, sales
taxes, and/or local license fees, which may become due as a result of my
activities under this Agreement.
5.
As an Independent Business Consultant (“IBC”), I understand and
acknowledge that my earnings or
profits will consist solely of commissions, performance bonuses and/or
overrides directly relating to
the sale of the Company’s products and services. I am not guaranteed any
earnings or profits and I certify
that neither the Company nor any other person has made any warranty claims
of profits or expected
earnings that might be derived from my involvement as an Independent
Business Consultant
(“IBC”). I hereby agree to represent the Company’s Compensation Plan , its
products and/or
services fairly and completely, emphasizing that retail sales are a
requirement, that no purchase
of products or services is required at any level and that no earnings are
guaranteed by participating
in the Company’s marketing program. I agree to refrain from making any
representation
that an Independent Business Consultant (“IBC”) may earn a guaranteed or
specified amount
of income, that sponsoring in any way is easy to obtain or retain or that
an Independent Business
Consultant (“IBC”) is guaranteed to succeed in this Company’s marketing
program.
6. I
acknowledge that the Company’s marketing program is built upon retail
sales to the consumer. The
Company also understands that Independent Business Consultants (“IBCs”)
may wish to purchase
product and or service in reasonable amounts for their own personal or
family consumption.
With this in mind, a retail sale shall include sales of purchase products
and services to Independent
Business Consultants (“IBCs”) for personal or family use which are not
made for purposes
of qualification, advancement or earning of commissions and or performance
bonuses, as well
as sales to non-participants. It is a policy of the Company, however, to
strictly prohibit the purchase
of a product or large quantities of inventory in unreasonable amounts
solely for the purpose of
qualifications, advancement or earning of a commission and or performance
bonus under the Compensation
Plan. As an Independent Business Consultant (“IBC”), I understand and
agree that I shall
not inventory load and/or encourage others to load up on inventory. I
further agree that Independent
Business Consultants (“IBCs”), must fulfill all Qualification Rules,
including all published
personal and downline retail sales requirements, as well as supervisory
responsibilities, to qualify
for performance bonuses, overrides or advancements. Independent
Representative (” IR”)
purchases shall automatically be modified to comply with the exemption
requirements set forth in any
applicable state laws regulating business opportunities.
7. I
understand that the Company may instantaneously terminate any Independent
Business Consultant
(“IBC”) who discredits the Company’s name, violates any requirement set
forth in this Agreement,
the Policies and Procedures, the Compensation Plan or other literature of
the Company, or
misrepresents the Company’s products and services or business opportunity
by making claims contrary
to the company’s literature.
8. I
have the right to cancel my involvement in this marketing program at any
time and for any reason
by providing written notice to the Company. Upon notification of my
termination, the Company
will repurchase any inventory I may have in accordance with the then
current Policies and Procedures.
All of my rights and privileges to compensation, performance bonuses,
commissions, and
products or services will terminate upon cancellation of this Agreement,
and I may not renew my
status as an Independent Business Consultant (“IBC”) for a period of six
(6) months. Upon termination
of this Agreement, all of my rights and benefits as an Independent
Business Consultant (“IBC”),
shall return to, and become the property of, the Company.
9.
As an Independent Business Consultant (“IBC”) of the Company, I agree to
keep accurate records and
to avoid any misleading, or unethical practices. Furthermore, I agree to
comply with all Federal, State
and local laws and/or statutes governing the sale or distribution of the
products and services offered
by the Company, including but not limited to, licenses or permits which
may be required of me
to perform my duties under this Agreement.
10.
(A) I have carefully reviewed the Company’s Policies and Procedures and
Compensation Plan. I further
acknowledge that they are incorporated as part of this Agreement in their
present form and as they
may hereafter be amended from time to time. I further agree and understand
that the Company may,
in its sole discretion, make periodic changes to its Policies and
Procedures and Compensation Plan
and I agree to be bound by said changes when notified by the
Company.
(B)
Notification may be given by updates available at the Company website at
xxx.xxxxxxxxxxxxx.xxx
. As an Independent Business Consultant (“IBC”) you are responsible to
maintain
Company updates, including but not limited to, Policies and Procedures and
the Compensation
Plan.
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11.
I acknowledge the specific provisions of the Policies and Procedures
regarding: a) Non-
Competition; b) Confidentiality; c) Sale of my position, and I
specifically agree to be bound thereby.
12.
I agree that I will place emphasis on the sales of the Company’s products
and services to the retail
customers. I further agree that I will comply with the Seventy Percent
rule (as outlined in the Compensation
Plan), regarding requisite levels of sales to retail customers. In
addition, I agree that the
Company may randomly require me to provide proof of my retail sales
activities.
13.
I understand that no purchases or investments are necessary to enroll as
an Independent Business Consultant
(“IBC”). The Company will make available various sales and marketing
literature and /or promotional
materials from time to time. However, I am not obligated to purchase any
materials offered
by the Company at any time. Product purchases may be returned for a refund
in accordance with
the then current Policies and Procedures.
14.
As an Independent Business Consultant (“IBC”), I may elect to sponsor
other Independent Business
Consultants (“IBCs”), to the Company. I understand that I must perform a
bona fide supervisory,
distributive and selling function in the sale or delivery of products and
services to the consumer
and in the training of those Independent Business Consultants (“IBCs”) I
sponsor. I agree I must
have ongoing communication and contact with, and provide a management
supervisory role to the
people in my sales organization. I must be able to provide the Company
with evidence of ongoing
fulfillment of my Sponsor duties upon request. I acknowledge that: (a)
distributor purchases by
resident Independent Business Consultants (“IBCs”) in Georgia, Maine,
North Dakota, Michigan, Indiana,
and West Virginia during the first six (6) months of distributorship are
limited to the sum of $495.00:
and (b) purchases during the first 180 days of distributorship or six (6)
months whichever period
is longer, are limited as follows: Oklahoma, Indiana, South Dakota and
Georgia residents the sum
of $245.00: Texas, Indiana, and Iowa residents the sum of
$496.00:Washington and Louisiana residents
the sum of $295.00 and; Connecticut residents the sum of $195.00 during
the first year of distributorship.
15.
From time to time, I may come in contact with information concerning the
Company, its products
and services, its business, Independent Business Consultant (“IBC”) status
and other matters
associated with various individuals, groups or organizations other than
the Company, including
my Sponsor and other Independent Business Consultants (“IBCs”). To the
extent that any such
information conflicts with the terms and conditions set forth in this
Agreement, the Policies and Procedures
or the Compensation Plan, or other written or oral directives issued by
the Company, I agree
the Company’s terms and conditions shall be controlling in every
case.
16.
The Company specifically reserves its sole proprietary interest in its
name, logo, trademarks and copyrighted
material to use items for its own business purposes. Therefore, I agree
that I will not use the
Company’s name, logo trademarks or copyrighted material in any form or
fashion without the prior
written permission of the Company. I understand that I can not repackage
or re-label the Company’s
products and services, or sell said products and services under any other
name or label. I further
agree not to reproduce, sell or use, for the purpose of advertising,
promoting, or describing the
Company’s products and services or other programs, any written, recorded,
or other materials that
have been approved or provided by the Company.
17.
I understand and agree that prior written approval from the Company is
required for the following:
a) To advertise Company products and services; b) For there to be more
than one Independent
Business Consultant (“IBC”) in an immediate family, household or business;
or, c)
Issuance of a position in a partnership or corporate name. In any case the
Company reserves the right
to approve or refuse such action.
18.
I agree to indemnify and hold the company, its officers, members,
stockholders, employees and any
vendor or supplier of the Company harmless from any and all claims damages
and expenses, including
any reasonable attorneys fees, arising out of my actions or conduct in
violation of this Agreement,
the Policies and Procedures and the Compensation Plan.
19.
I agree that neither the Company, nor any supplier, vendor or other
company with whom the Company
does business shall be liable under any circumstances for any indirect,
special, punitive, compensatory
or consequential damages or loss of production or profits which may result
from any cause,
including, but not limited to, breach of warranty, delay, act, error or
omission. The obligations of
the Company and any such supplier, vendor or company are limited to the
use of best efforts to process
customer orders.
20.
This Agreement shall be governed by the laws of the state of Utah.
Disputes, claims and other matters
between the parties to this Agreement shall be exclusively resolved by an
action commenced in
the 0xx
Xxxxxxxx Xxxxx of the State of Utah, located in Provo Utah.
The Independent Representative
(IR) and the Company agree to the jurisdiction and venue of this court for
any disputes that may arise
between them.
21.
I understand that federal, state and/or local regulatory agencies do not
endorse or approve any product,
service, membership program or compensation program of direct marketing
companies such as
the one provided by the Company. Therefore, I agree that I will not
represent that the Company, its
products and services, or the Compensation Plan has been approved by any
regulatory agency.
22.
This Agreement, together with the Policies and Procedures and the
Compensation Plan, constitutes
the entire agreement between myself and the Company, and shall not be
modified or amended
except in writing and signed by the Company. I understand that this
Agreement may not be transferred
or assigned without the prior written consent of the Company. This
agreement shall be binding
upon and inure to the benefit of the heirs, successors and permitted
assigns of the parties hereto.
If any provision of this Agreement is determined by any authority of
competent jurisdiction to
be invalid or unenforceable in part, or in whole for any reason
whatsoever, the validity of the remaining
provisions or portions hereof shall not be affected thereby.
ANYONE
PARTICIPATING IN THIS MULTILEVEL MARKETING PROGRAM HAS THE RIGHT TO CANCEL
HIS/HER
PARTICIPATION, FOR ANY REASON AT ANY TIME, REGARDLESS OF THE REASON, BY
PROVIDING
WRITTEN NOTICE TO THE COMPANY AT ITS PRINCIPAL PLACE OF
BUSINESS.
REV
030308/052101W
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