Business Pros and Business Pro Plus Members INDEPENDENT DISTRIBUTOR AGREEMENT (Commission products only)

This is an Agreement between you, the “Independent Distributor” or “you” and the “Corporation” or “us”, “we” or the “Company” Please be sure you have read and understand this agreement.

• Business Relationship:  We have entered into agreements to promote consumer goods and services (“Products”) that you also supply.  You are an independent distributor who markets and sells Products to consumers.  There will be no employer/employee relationship between us and you or any other Supplier and you.  We will not deduct or pay income tax, employment insurance, government pension plan, employer health tax or similar amounts.  You will not bring any action against any additional Supplier in connection with the promotion and sale of Products.

THE RELATIONSHIP DOES NOT QUALIFY YOU FOR MINIMUM WAGE, WORKER’S COMPENSATION OR EMPLOYMENT INSURANCE.  

Nothing in this Agreement shall permit you to incur or assume any expense, debt, obligation, liability or responsibility on our behalf, or in our name, or on behalf of any additional Supplier, or in the name of any additional Supplier, or to bind any additional Supplier or us in any way whatsoever.

• Commission:  Commissions will vary depending upon the Product sold and whether supplied by you, or an additional supplier.  We may give you a new commission schedule from time to time but no change shall be retroactive. The commission that shall apply to any Product you sell that you are the Supplier of is as follows:

Commissionable Product = Access to Spaces and Products

Amount Payable To Independent Distributor = 90% of Sales Price

In the case of fraud, negligence or willful action or omission, all further payments due to you will be put on hold until such a time as the allegations are investigated. In the case where fraud, negligence or willful actions or omission is proven, in our reasonable opinion and sole discretion, you will be held responsible for all damages, liabilities and costs associated with such fraud, negligence or willful act or omission and any other cost and penalties associated with same, such as reimbursements to members and fines against the Company by the applicable regulatory body and costs of investigation and enforcement. You shall forthwith, on demand pay to the Company any deficiencies.

In the case of any alleged or proven criminal or quasi criminal actions or omissions, all payments due to you will be put on hold and you will be suspended from further business until such a time as the investigation is concluded. The Independent Distributor will be responsible to reimburse the Company for any costs, expenses, fines, penalties, debts and liabilities incurred or allocated pursuant to such investigation and resolution thereof.  The Independent Distributor will be held responsible to pay back any shortfall.

• Uncompleted sales:  If after you have received commission for a sale, the consumer’s payment is dishonoured, or the consumer’s order is rejected by the Supplier, then the commission received by you for such sale may be deducted from any amounts due to you, or if no amount is due to you, then you agree to repay such commission on demand.
• Your Independent business:  You are an independent businessperson with your own opportunity for profit and risk of loss.  You have control, Independent of us, over the place, time and method you choose to offer Products for sale.  In Particular:
• Place:  You may conduct sales wherever permitted by law.  
• Time:  You may select your own days and hours to conduct sales.  You are not required to offer Products for sale at any specific hours or on any specific days or for any fixed number of hours or days.  You are not required to report in advance or request permission to take hours or days off from sales activities. 
• Method:  You are free to develop your own sales presentation.  However, you acknowledge that whenever and wherever you choose to sell Products it is your responsibility not to act in any fraudulent or misleading manner and to comply with all federal, provincial, and municipal laws and our code of ethics.
• Your profit:  No representation or warranty is given by us as to the profitability of your business.  Your profit or loss from sale of the Products will vary and depend on your productivity and the expenses you incur.  We will not reimburse you for any expenses you may incur in sale of the Products.
• Termination:  This Agreement will continue in force until terminated by you or us.  Termination is effective immediately upon notice by either party to the other.  Upon termination (or upon your cessation of sales) your products will be removed from our Service.
• Indemnity: You shall indemnify the Company against any and all liability, loss, costs, damages, legal fees and disbursements and other expenses, which the Company may incur as a result of your violation of any of the terms or conditions set out in this agreement.
• CONFIDENTIALITY:  During the term of this agreement, Company anticipates that it will provide certain information and materials to the Independent Distributor that are confidential and proprietary to Company, its Hosts and/or its members (“Confidential Information”).  Confidential Information includes, without limitation: technical and non-technical; training-related information; formulas; compilations; computer programs and software; devices; methods; techniques; drawings; processes; financial data; financial plans; product data; product plans; pricing information; lists of actual or potential customers of Company; its clients, or its clients’ clients, which are not commonly known by or available to the public; information about the operations and activities of Company’s Hosts; research; development; and existing and future products.  During the term of the Independent Distributor’s agreement with Company and at all times thereafter Independent Distributor’s: (a) shall not use, except as required for the performance of Independent Distributor’s sales activities, any Confidential Information that the Independent Distributor receives from Company or otherwise acquires; and (b) shall not disclose Confidential Information to any third party for any purpose whatsoever until such time, if any, as the Confidential Information becomes generally known in its entirety.