Spirit Earth LLC Retail Distributor

Legal Terms &Conditions

1.  Eligibility.  I represent and warrant that I am a legally authorized agent or / owner of the business and further, I testify that this business is a legal entity of the United States of America. All local and federal licenses and certifications of this entity to do business are current and will remain current. Moreover, I represent and warrant that the information that I have provided to Spirit Earth LLC as set forth in my Independent Retail Distributor Application & Agreement, is current, true and complete.

2.  Promotion of Products.  I will actively promote the sale of the products of Spirit Earth LLC. In addition, I agree that I shall not make any statement, claims, or representations, or do any act, which would impair the name, reputation and/or good will of Spirit Earth LLC to consumers and not to sell the products to third parties, any business entity or any type of retail establishment. I also understand that no promotion or advertisements of any kind using Spirit Earth products, name and or logo of Spirit Earth may be used ever without theexpressed and specific permission from Spirit Earth LLC. All marketing and advertising including Spirit Earths product must include the Name and Logo of Spirit Earth. Advertisements and promotions of any kind include but are not limited to, Websites, Service Menus, Newspaper promotions, magazines, TV, Video, Radio etc. And furthermore all Promotions and Advertisements must be approved by your Spirit Earth Account Specialist or Corporate PR & Marketing Department.

3.  Independent Contractor.  I agree that as a Spirit Earth LLC Independent Distributor, I am an Independent Contractor, and not an
employee, agent, partner, legal representative, member or franchisee, of Spirit Earth LLC and, therefore, I have no power or authority to incur any debt, obligation, or liability, or make any promise or contract, on behalf of Spirit Earth LLC. I understand that I shall not be treatedand, further, that I am solely responsible for declaring and paying state sales tax according to the laws and regulations.

4.  Product Pricing and Incentives.  I understand and agree herein, that Spirit Earth LLC reserves the right, at its sole discretion, at any time, and from time to time, to change prices, terms and provisions affecting the products of Spirit Earth LLC, terms and conditions regarding incentive programs, entitlements, goals, and to discontinue products upon  notice. I understand that, at  this time, transactions in the legal currency of the United States of  America will only be accepted by Spirit Earth LLC and, further, that the products of Spirit Earth LLC shall only  be sold and shipped within the United States of America. In addition, I herein understand and  agree that I shall not at any time, sell any product of Spirit Earth LLC in an amount other than the retail price established by Spirit Earth  LLC for such product. I further understand and agree that no discounts, special pricing, sales, reductions or price promotions are, or will  be permitted by Spirit Earth LLC. Additionally, all purchase orders are subject to acceptance by Spirit Earth LLC.

5.  Policies & Procedures.  I understand and expressly agree to comply with, and/or abide by, the independent Distributor Application & Agreement, the Independent Distributor Terms & Conditions, Policies & Procedures, Business Manual and all Training Guides of Spirit Earth LLC, which documents are specifically incorporated by reference herein. I understand that said Independent Distributor Application Agreement, Policies & Procedures, Business Manual and Training Guides may be amended at any time, and from time to time, at the sole discretion of Spirit Earth LLC and I herein expressly agree to be bound by, and/or comply with, any and all such amendment thereto. Notification of ant said amendments will be published in official Spirit Earth LLC materials. The continued acceptance and sales of Spirit Earth’s products is an agreement to adhere to all terms and conditions stated.

6.  Termination.  I understand that I have the right to terminate this Agreement at any time, with or without reason. I understand that any such  termination  must be in writing. I further understand and agree that Spirit Earth LLC may terminate this agreement at any time, with or without  reason. I understand that any such termination may be verbal or in writing.

7.  Trademarks and Service Marks.  I understand that the name “Spirit Earth”, and any derivatives thereof, and any other name, term, logotype, work or design marks utilized by Spirit Earth LLC are very important assets, and, further, are the sole property of Spirit Earth LLC. I herein expressly agree that the name “Spirit Earth”, and any derivatives thereof, and any other name, term, logotype, work or design marks utilized by Spirit Earth LLC Shall remain the sole and right of property of Spirit Earth LLC and, further, that I do not acquire any right, title or interest in said names or terms except those specifically granted to me, pursuant to the Independent Distributor Application & Agreement, Policies & Procedures, Business Manual, and Training Guides of Spirit Earth LLC which are specifically incorporated by reference herein. I herein expressly agree that I Shall  use such trade names, trade marks, service marks and logotypes, only as permitted by said Independent Distributor Application & Agreement Policies & Procedures, Business Manual, and Training Guides of Spirit Earth LLC. I further understand and agree that I shall discontinue to Display or use of any such marks, or change the manner in which any such mark is displayed or utilized, when requested to do so by Spirit Earth LLC. In the event that this Agreement is terminated, for any cause or reason, I shall immediately discontinue the use and/or display of any Trade marks, service marks, service names and or service descriptions as well as logotypes and shall immediately discontinue the use of or return to Spirit Earth LLC any and all items containing the names “Spirit Earth”, and any derivatives thereof, term, logotypes, and/or design mark, specifically including, but not limited to, brochures, postcards, Invitations, customer order NCRs, and/or Spirit Earth LLC visual display unit and items. Moreover, I understand and agree that if I shall fail, refuse and/or neglect to comply with the terms of this provision, I shall reimburse Spirit Earth LLC for any and all costs, attorney fees and other Expenses incurred by Spirit Earth LLC in connection with any legal action taken up require me to comply therewith.

8.  Restrictive Covenants.  I herein agree, that while this Agreement is in force, and for a period of five (5) years after termination of this Agreement, For any cause and/or reason, not to compete in any manner whatsoever with Spirit Earth LLC., or in any other manner whatsoever be interested in directly or indirectly, in any similar business. Moreover, I understand and agree that if I shall fail, refuse and/or neglect to comply with the terms of this provision, I shall reimburse Spirit Earth LLC for any  and all costs, attorney fees and other expenses incurred by Spirit Earth LLC in connection with any legal action taken to require me to comply therewith.

9.   Trade Secrets.  I understand and acknowledge that the operating and marketing methods, Independent Distribution Application & Agreement, Policies & Procedures, Business Manuals, Training Guides, Customer and supplier lists, business and financial records
and/or documents and promotional materials utilized by Spirit Earth LLC are valuable and unique assets of Spirit Earth LLC. I expressly covenant and agree not to disclose any information relating to said items and/or any trade secrets which may have been imparted to me, or of which I may have been otherwise become aware, to any other person, firm and/or entity, for any reason whatsoever, during the term of this Agreement or at any time thereafter. In addition, I herein expressly agree that upon termination of this Agreement, for any cause and/or reason, I shall immediately deliver to Spirit Earth LLC, specifically including but not limited to the  above referenced items. Moreover, I understand and agree that if I shall fail, refuse and/or neglect to comply with the terms of this provision, I shall reimburse Spirit Earth LLC for any and all costs, attorney fees and other expenses incurred by Spirit Earth LLC in connection with any legal action taken to require me to comply therewith.

10.  Injunctive Relief.  I understand that Spirit Earth LLC shall be entitled to an injunction restraining me from any breach of terms and conditions of the Restrictive Covenant, Trademarks and Service Marks and Trade Secrets provisions contained in Paragraphs 7, 8 and 9, respectively, set forth in the within Agreement.

11.  Venue.  In the event that suite is brought by either party under the provisions of this or any other agreement entered into or by and between Spirit Earth LLC and myself, I herein agree that venue shall be in the Ocean County Superior Court in the state of New Jersey. It is further understood and agreed that this Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey.

12.  Indemnification.  I herein expressly agree to indemnify Spirit Earth LLC and hold it harmless from any and all claims, demands,
liabilities, actions, suites, or proceedings asserted, or claims by third parties, arising out of or in any way related to my sale and/or
distribution of the products of Spirit Earth LLC, and/or otherwise arising out of, or in any way related to, my acts and/or omissions.

13.  Waiver.  I understand that any failure by Spirit Earth LLC to enforce any of the provisions set forth herein, shall not constitute a waiver of the rights of Spirit Earth LLC.

14.  Severability.  I understand that if any one or more of the provisions of the within Agreement are determined to be unenforceable, in whole or in part, for any reason, the remaining provisions shall remain fully operative and/or enforceable.

15.  Disclaimer.  I understand that Spirit Earth LLC does not make any representations or warranties, expressed or implied, including
without limitation, warranties of merchantability, fitness for a particular purpose or usefulness with respect to the products of Spirit Earth LLC. In addition, I understand that the success or failure of my Independent Distributorship depends entirely upon my individual effort, and, further, thatSpirit Earth LLC will not be held responsible, in any manner, for the success or failure of same. I also herein acknowledge that Spirit Earth LLC has not guaranteed and/or otherwise provided me with projections, of actual earnings which may be derived by me in connection with my foresaid Independent Distributorship.

16.  Authority to Execute.  I herein acknowledge, represent and warrant that I am expressly and duly authorized to execute the within Agreement and am legally bound pursuant to same.

17.  Notices.  I have been advised that I may contact Spirit Earth LLC by writing Spirit Earth LLC at the address and/or  E-mail address set forth below:

Spirit Earth LLC
P.O. Box 946
Barnegat, New Jersey 08005

Admin@OurSpiritEarth.com

1.609.698.0988