Humate Supreme™ Independent Sales Rep. - Terms and Conditions

1. Appointment of Independent Sales Representative (ISR).   ISR shall be authorized to purchase Humate Supreme™ organic humate base plant food products (“Humate Supreme™ Products”), at a discount, for personal use and/or to resell to ISRs circle of friends, neighbors, gardeners, etc.  ISR has the option, but is not obligated, to sell Humate Supreme™ Products to herein defined small and medium sized growers, commercial accounts and retail outlets, and receive a commission on these sales.
2. ISR agrees that they are responsible for their own success.  ISR acknowledges that neither HSI, nor any person therein, has made any promise to them or has in any way assured them that they will be successful in their business, as a ISR of Humate Supreme™ Products.  ISR acknowledges that there are no guarantees of success, and they acknowledge that the only success they will achieve will be as a result of their own efforts in the sale of product.
3. Sales of Humate Supreme™ Products.  HSI shall sell Humate Supreme™ Products to ISR at ISR/Wholesale pricing, up to 50% discount off of suggested retail price, as set forth by HSI and subject to change from time to time.  ISR shall pay HSI the entire purchase price prior to the shipment by HSI to ISR.  The following shall rule as the terms and conditions in selling Humate Supreme™ Products:
1. ISR shall under no circumstances repackage Humate Supreme™ Products, or sell Humate Supreme™ products under any other name or brand other than Humate Supreme™, or those brands owned and marketed by Humate Supreme™.
2. ISR shall promote and sell Humate Supreme™ Products in a diligent, trustworthy, professional and efficient manner and shall comply with HSI’s policies and procedures, as may be in effect from time to time, in all material respects.  ISR shall use commercially reasonable efforts to uphold the Humate Supreme™ name, brands, and its reputation.
3. ISR sales to ISR circle of friends, neighbors, gardeners, etc., will be supplied from ISRs product inventory, purchased at ISR discount.  Pricing shall be any amount between ISR purchase price and suggested retail, but in no event shall the price exceed suggested retail.
4. ISR sales to retail outlets and commercial accounts, in quantities of full case lots or larger, shall be at HSI wholesale and/or commercial list price, ONLY, depending on type of customer, and supplied directly from HSI, for which ISR shall receive a 7.0% commission from HSI on the total sale, exclusive of taxes and  shipping charges.  Commission shall perpetuate with future orders, so long as ISR remains a ISR with HSI.  Less than case lot sales shall be supplied by ISR, from ISRs product inventory, at any price or discount between ISR purchase price and retail, as deemed acceptable between ISR and Buyer.  Commission is not paid on less than case lot sales, rather ISR makes any profit on the difference between the ISR purchase price and the sale price.   Commercial Accounts and Retail Outlets are defined as businesses that either commercially grows plants, or sells to the public, and possess both a FEI number and Sales Tax Permit. ISR is prohibited from selling to National or Regional Commercial Accounts, Growers, or Retail Outlets with multiple (two or more) operations. Violation of this provision shall result in ISR losing their ISR privileges.
5. ISR shall also have the option of sponsoring “ New ISRs”, whereas ISR shall receive a 10.0% commission on the Humate Supreme™ Product included in the “New ISR” Starter Kit; an ongoing commission of 10.0% on all future product purchases by the “New ISR”; and a 3.0% override of the “New ISRs” sales of full case lots, or more, to Retail Outlets and/or Commercial Accounts as herein above defined, and supplied directly from HSI, so long as ISR remains a ISR with HSI.  This is not a multi-level program and any and all commissions extend only to the level and that which is herein outlined.  All forms of multi-level or pyramiding are prohibited and under no circumstances will ISR engage in or encourage others to sell Humate Supreme™ products in such manner.
4. Territory.  Territory is not exclusive, and may or may not overlap with other ISRs.
5. Expenses.  ISR is responsible for all costs of operating their business.  Unless otherwise approved in advance in writing by HSI, ISR shall be responsible for paying all of its own expenses incurred in the course of selling HSI products and shall not be entitled to reimbursement from HSI with respect thereto.
6. Independent Contractor.  ISR is an independent business and is not an employee or partner of HSI.  HSI shall not control or direct the details or means by which ISR performs its work, other than ISR agrees to abide by HSI’s pricing and terms of sale.  ISR acknowledges that HSI is not providing ISR with a place to work.   ISR shall determine the number of days and hours of its work and shall be solely liable for the wages, fringe benefits, work schedules, and work conditions of its partners or employees, if any.  ISR assumes all risks and hazards encountered in the performance of this Agreement.  ISR shall be solely responsible for all injuries, including death, to all persons and all loss or damage to property that arise out of ISR’s performance, or failure to perform, under this Agreement.
7. Changes to Policies.  HSI reserves the right to change any policies and procedures at any time with written notice.  ISR’s continued selling of Humate Supreme™   Products will signify ISR agreement to these conditions.
8. Authority.  ISR shall have no authority to bind, obligate or commit HSI by any promise or representation without the prior written approval of HSI.
9. Term and Termination.  The term of this Agreement shall begin on the Effective Date and continue perpetually, so long as ISR purchases a minimum of two (2) cases of Humate Supreme™ per calendar year, or until such time as either party terminates this Agreement for any or no reason by giving the other party at least 60 days’ advance written notice; provided, however, that either party shall have the right to terminate this Agreement immediately and without advance written notice to the other party in the event the other party violates any of the terms or provisions of this Agreement or commits any act of misrepresentation, fraud, dishonesty, deceit, intentional misconduct or negligence. 
10. Taxes.  ISR is responsible for obtaining and maintaining all licenses and permits required to operate their business, including a Sales Tax Permit if required.   ISR shall personally pay and be solely responsible for ISR’s city, state and/or federal employment taxes and unemployment insurance, including, without limitation, income taxes, social security taxes, FICA and any other city, state, and/or federal taxes which may be due on monies earned or received by ISR under this Agreement.  HSI shall have no obligation to pay or withhold any sums for such taxes or unemployment insurance on any amount paid to ISR.   
11. Confidentiality.  In consideration of its engagement with HSI, ISR agrees to the following conditions relating specifically to the Confidential Information (as defined below):
1. “Confidential Information” means all proprietary information of HSI (as defined below), including, without limitation: trade secrets; specifications; computer programs; support materials; information regarding Humate Supreme™  Products; information regarding HSI’s business operations, prospects and plans; customer lists and other information relating to customers of HSI; and other records concerning HSI’s finances, contracts, services or personnel.
2. ISR shall respect the confidences of HSI and shall not at any time, during or after its relationship with HSI, directly or indirectly, divulge or disclose for any purpose or use for its own benefit or for the benefit of any other party any Confidential Information that has been obtained as a result of the relationship with HSI.
3. This Agreement not to disclose Confidential Information will continue to apply after termination of this Agreement, and until such time as the Confidential Information becomes public knowledge through no fault of ISR.  ISR will report to HSI any and all unauthorized disclosures or uses of Confidential Information.
12. Indemnification.  ISR agrees to defend, indemnify, and hold harmless HSI against any and all losses, liabilities, claims, demands or obligations that may be asserted in connection with or arising out of ISR’s duties or actions under this Agreement, including, without limitation, (i) Services performed by ISR, (ii) ISR’s failure to pay any required taxes or file any required tax filings, (iii) any use, disclosure or infringement by ISR, while acting pursuant to this Agreement, of any proprietary right, including Confidential Information, or (iv) actions of fraud or any other illegal or unlawful activity of ISR.  ISR shall pay the amount of all loss, liability, cost or expense including attorneys’ fees suffered or incurred by HSI, and/or ISR in connection with or related to any such claim. 
13.  Entire Agreement.  This document contains the entire agreement of the parties regarding the subject matter described herein, and all other promises, representations, understandings, arrangements and prior agreements related thereto are merged herein and superseded hereby.  The provisions of this Agreement may not be amended, except (i) by an agreement in writing signed by the party against whom enforcement of any amendment is sought or, (ii) in the case of the Price List, unilaterally by HSI.
14. Notices.  Except as otherwise provided in the Agreement, all notices or other communications hereunder shall be in writing and shall either (i) be delivered in person or (ii) sent by first-class mail, postage pre-paid, to the addresses below the signatures to this Agreement.  Such addresses may be changed by notice given by such party to the other pursuant to this Section or by other form of notice agreed to by the parties.
15. Severability.  If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the other provisions herein shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to effectuate the purpose and intent of this Agreement, and the invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of any such provision in any other jurisdiction.
16. Jurisdiction.  This Agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of Oklahoma, without regard to principles of conflicts of laws.  All claims, controversies, and disputes that arise out or relate to this Agreement shall be determined by arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association.  The arbitration shall be conducted in the city of the home office of “HSI”.