This Agreement ("Agreement") is entered into between Sugar & Spice Products, Inc., a Tennessee corporation, with its business office at 3310 Vestry Avenue, Murfreesboro, Rutherford County, Tennessee, 37129 ("Company") and the prospective independent Contractor filling out this online form to become a Sugar & Spice Representative. The effective date of this Agreement is the same as the date of submission of the Sugar & Spice Kit Selection "Get Started" Form.
WHEREAS, the Company is in the business of the sale and distribution through independent contractor Representatives of lingerie, lotions, and adult novelties (the AProducts@); and
WHEREAS, Contractor desires to become a Representative of the Company and to sell the Company=s Products in accordance with the terms and conditions of this Agreement and the Company=s Rules and Regulations;
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and other good and valuable considerations exchanged between the parties, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1) The Company hereby appoints Contractor as an independent Apprentice Representative of the Company authorized to sell the Company's Products in accordance with the terms and conditions of this Agreement and as provided in the Company=s Rules and Regulations as further set forth in the Company's Training Manual and Representative Resource Guide (collectively, the "Rules and Regulations"), all of which are incorporated herein by this reference. Contractor accepts said appointment and agrees to abide by the terms and conditions of this Agreement and all the Company=s Rules and Regulations as they currently exist and as they may be modified from time to time by the Company.
2) Contractor agrees and acknowledges that Contractor is an independent contractor and not an employee of the Company. Contractor is responsible for payment of all taxes and other expenses related the operation and conduct of Contractor=s business relating to the sale of the Company=s Products. Contractor specifically agrees and acknowledges that the Company is not withholding any income taxes or any employment taxes out of any funds paid to Contractor by the Company pursuant to the terms of this Agreement.
3) Contractor agrees that as of the Effective Date of this Agreement, Contractor appointment as an Apprentice Representative of the Company shall continue for a period of Forty Five (45) days during which time Contractor agrees to complete the Company=s Representative training program, including a Representative Proficiency Assessment, completing of Demo Kit, and Six (6) months to attendance in the Company's Training Academy. Upon the successful completion of the Company's Representative training program, Contractor shall be a Sugar & Spice Representative. Contractor acknowledges and agrees that in the event Contractor fails to complete the Company's Representative training program to the Company=s satisfaction within said Forty Five (45) day period, this Agreement shall automatically terminate and Contractor's Apprentice Representative appointment shall immediately be revoked. Contractor agrees and acknowledges that the Company has invested substantial sums and devoted substantial efforts to the development and protection of the Company=s image with the public. Contractor further agrees and acknowledges that compliance with the terms of this Agreement and with the Company=s Rules and Regulations as further set forth in the Company's Representative Resource Guide is important in maintaining the Company's image.
4) Contractor agrees to pursue diligently the sale of the Company=s Products in accordance with the Company=s sales methods which involves the planning and production of the gathering of potential customers at the home of a host. Contractor is responsible for developing and planning such gatherings and for presenting the Company=s Products to the customers at such gatherings. The violation of any of these provisions or any other of the Company=s Rules & Regulations as same may be changed from time to time can result in Contractor=s immediate termination.
5) Contractor is responsible for taking, filling and shipping/delivering all orders for the Company=s Products at such gatherings as well as any back orders for any Products which Contractor may not have in inventory. Contractor agrees to maintain a reasonable inventory of the Company=s Products so that Contractor is able to sell and deliver merchandise at gatherings so as to minimize the need for back ordering merchandise for any customers.
6) Contractor agrees and acknowledges that Contractor has been made fully aware and completely understands the conditions regarding the usage of the Company=s trademark name, logo, or any other title in reference to the Company and that Contractor must obtain prior written authorization by an officer of the Company before Contractor is authorized to use the Company=s trademark name, logo, or any other title in reference to the Company. This written authorization will be documented in Contractor=s Representative file. Failure to obtain such authorization can result in the immediate termination of this Agreement consistent with Paragraph 9 herein below.
7) Contractor shall only purchase/sell Products from the Company as required in order to maintain a reasonable inventory of the Company=s Products and in order to service the customer(s) when the Products are sold.
8) Contractor may order products from the Company either by telephone, facsimile, or e-mail. All orders must be prepaid by cash, credit card or check. Contractor shall be charged a return check fee of $50.00 for each check returned for insufficient funds. All sales are final and are not returnable.
9) This Agreement shall be for a term of one (1) year, but shall be automatically renewed for additional one (1) year terms unless terminated by either party by thirty (30) days written notice. Either party shall have the right to terminate this Agreement for any reason upon thirty (30) days written notice to the other party. In addition, upon the violation by Contractor of any term of this Agreement or upon the violation by Contractor of any Rule or Regulation of the Company as same now exists or may be hereafter amended, the Company shall have the right to terminate this Agreement immediately by written notice to Contractor. Notwithstanding any termination of this Agreement regardless of how or by whom such termination occurs, the parties agree that the provisions of Paragraphs 10 and 11 herein below shall survive any such termination.
10) Contractor agrees and acknowledges that the Company has invested substantial sums and expended substantial efforts in developing the Company=s business, trademarks, trade names, product lines, sales methods, and overall image. In addition, Contractor agrees that the Company is making a substantial investment in the training of Contractor in the sales methods of the Company and is providing a substantial business opportunity to Contractor pursuant to the terms of this Agreement. As such, Contractor agrees and acknowledges that upon the termination of this Agreement due to the end of the term hereunder or due to termination by either party hereunder, Contractor shall not engage, participate or assist, as an owner, part owner, partner, director, officer, trustee, employee, agent, consultant, independent contractor, or in any other capacity in any business activity involving the sale of products alike or similar to those sold by the Company for a period of two (2) years following the termination of this Agreement in the geographical area defined as encompassing a fifty (50) mile radius surrounding Contractor's residence as of the date of termination. If Contractor violates the non-compete provisions of this Agreement, Contractor agrees to pay the sum of $100,000.00 as liquidated damages to the Company. Contractor and the Company hereby acknowledge and agree that the amount of actual damages suffered by the Company in the event of such breach by Contractor would be uncertain, difficult to ascertain or otherwise indeterminable, and the Contractor and the Company further agree that the afore stated liquidated damages amount constitutes a reasonable estimate of the Company's damages in the event of a breach by Contractor.
11) Contractor further agrees and recognizes that Contractor will be exposed to certain confidential and proprietary information concerning the business practices of the Company including without limitation, the Company=s trademarks, Representative Resource Guide, trade names, sales methods, product offerings, pricing, and distribution methods (the AConfidential Information@). Contractor acknowledges that the Confidential Information has been and will continue to be of essential importance to the business of the Company and that disclosure of the Confidential Information or any use of the Confidential Information by others would cause substantial damage or loss to the Company. Contractor therefore agrees that upon the termination of this Agreement, either due to the end of the term stated herein, or due to termination by either party, that Contractor will not without the prior written consent of the Company, directly or indirectly, communicate the Confidential Information to any persons or entities or use the Confidential Information in any way. If Contractor violates the non-disclosure of Confidential Information provisions of this Agreement, Contractor agrees to pay the sum of $50,000.00 as liquidated damages to the Company. Contractor and the Company hereby acknowledge and agree that the amount of actual damages suffered by the Company in the event of such breach by Contractor would be uncertain, difficult to ascertain or otherwise indeterminable, and the Contractor and the Company further agree that the afore stated liquidated damages amount constitutes a reasonable estimate of the Company's damages in the event of a breach by Contractor.
12) Contractor agrees and acknowledges that the agreement not to compete against the Company following the termination of this Agreement as contained in Paragraphs 10 and 11 herein above is an important part of the consideration that the Company is receiving in return for agreeing to appoint Contractor or allowing Contractor to continue to serve as its Representative pursuant to the terms of this Agreement. Further, Contractor agrees and acknowledges that in the event Contractor violates any provision contained in Paragraphs 10 and 11, that such a violation would cause irreparable harm to the Company and that as such, the Company shall be entitled to enjoin Contractor in a court of competent jurisdiction for violating such provision in addition to any other remedies available to the Company in law or in equity. Contractor does hereby irrevocably waive the defense of an adequate remedy at law in connection with such proceeding by the Company to obtain an injunction.
13) In the event of any breach or dispute arising out of the terms of this Agreement, Contractor agrees to pay to the Company any costs and expenses, including reasonable attorney=s fees, incurred by the Company in enforcing or interpreting this Agreement.
14) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Company shall have the right to assign this Agreement to any person or entity which succeeds to the Company=s business. Contractor shall not have the right to assign this Agreement except with the written consent of the Company.
15) This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.
16) This Agreement constitutes the entire agreement between the parties hereto and may be amended or modified, or any provision hereof effectively waived, only by a written agreement signed by both parties. No waiver by either party hereto at any time or breach by the other party of any provision of this Agreement to be performed by such other party shall be deemed a waiver of any similar or dissimilar provisions of this Agreement at the same, prior, or subsequent time.
17) If any one or more of the provisions of this Agreement shall for any reason be held to be excessively broad as to time, duration, geographical scope, activity, or subject, each such provision shall be construed, by limiting and reducing it, so as to be enforceable to the extent compatible with applicable laws then in force.
18) If any provision of this Agreement is declared void or unenforceable by a Court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
19) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile and electronic signatures shall be binding and have the same force and effect as originals.