NATURAL PLUS PLUS LLCTurboCharged Turmeric, Inc. Raising Environmental Awareness Winston W. J. Kao, Inventor & Researcher 1884 McKinley St., Clearwater, FL 33765-2441 (727)447-2344 (727)447-3276FAX email: email@example.com Creator & Provider of High Tech, Ecological Products
In consideration of and as a condition to my agreement and continued agreement by TurboCharged Turmeric, Inc., Natural Plus Plus LLC, and any related company associated with Gobeyondorganic.com or Winston & Cathy Kao (hereafter, the “Company”), the compensation now and hereafter paid to me by the Company and other good and valuable consideration, the sufficiency of which I hereby acknowledge, I hereby execute this Confidentiality, Non-Compete Affiliate Agreement (the “Agreement”) and agree to the following:
1. CONFIDENTIAL INFORMATION.
a) COMPANY INFORMATION. I agree at all times during the term of my
Agreement and thereafter to hold in strictest confidence, and not
To use, except for the benefit of the Company, or to disclose to any
Person, firm or corporation without the prior written authorization
Of a duly authorized officer of the Company, any Confidential
Information of the business or product. I understand that “Confidential
Information” means any Company proprietary information, technical
Data, trade secrets or know-how, including, but not limited to,
Research and development information, product plans, products,
Services, customer lists and customers, Work Product (as defined
Below), suppliers, software developments, inventions, processes,
Formulas, technology, designs, drawings, engineering information,
Hardware configuration information, marketing information, costs,
Pricing, finances or other business information disclosed to me by
The Company either directly or indirectly in writing, orally or by
Drawings or inspection of parts or equipment either before or after
The commencement of my association with The Company.
I further agree that all Confidential Information shall at all times Remain the property of The Company. I understand that Confidential Information does not include any of the foregoing items which has become Publicly known or made generally available through no wrongful act of Mine.
I agree not to alter or change in any way, except for adding my contact Information, any promotional or instructional materials received from the Company, and agree that all promotional or instructional materials that I Create will have the written authorization of a Company Principal before I use or promote it in any way. Violation of this point can, at the Discretion of the Company, be cause to terminate my agreement.
I agree that The Company has exclusive rights to change, improve, reduce, or add to their products or product line at their discretion and does not Need my permission to do so.
The Company will review and approve or disapprove my website that I use to promote the Company products. The Company will provide a unique link for me to post on my website so that my customers can purchase Company Products. I understand that I will receive financial compensation Associated with each person who clicks through my link and purchases Company products. I will also receive reports of my customers and Compensation earned through my unique login link in the Company’s Shopping cart Affiliate program. I further agree that it is not the Company’s responsibility to provide me with reports, but is done as a Courtesy to me.
I agree that the Company approves my affiliation at their discretion and that I will not say or do anything that would cause or lessen the Company’s image in any way, nor the Company’s products that I am promoting and that the Company may at its discretion terminate my affiliation if it is decided that I have done so. The Company does not have to give me any prior warning.
I agree That I will not represent any of the Company’s products to have Any Curative effect, and will not represent any of the Company’s products As having the ability to diagnosis, treat, or cure any health condition, And will recommend that all potential and current customers seek the Advice of their Health Professional before using Company’s products.
b) THIRD-PARTY INFORMATION. I recognize that the business has received
And in the future will receive from third parties their confidential
Or proprietary information subject to a duty on the Company’s part
To maintain the confidentiality of such information and to use it
Only for certain limited purposes. I agree to hold all such
Confidential or proprietary information in the strictest confidence
And not to disclose it to any person, firm or corporation or to use
It except as necessary in carrying out my work for the Company
Consistent with the Company’s agreement with such third party.
a) NO RESTRICTIONS. I am subject to no contractual or other restriction
Or obligation which will in any way limit my activities on behalf of
The Company. I hereby represent and warrant to the Company that I do
Not claim rights in, or otherwise exclude from this Agreement, any
Company Product (as defined above) or previous work completed by me
Except the following (NOTE: IF NONE, PLEASE WRITE “NONE “; OR
ADDITIONAL INFORMATION IS PROVIDED ON A SEPARATE SHEET, PLEASE SO
b) PRODUCT PRICING. I agree that, during the term of my Agreement and after Termination of my association as an affiliate or distributor for The Company, I will not engage any customers or sell or promote a price Of a product, either retail or wholesale, that is lower than the retail Price of the product sold by the Company.
i) I will sell or refer products of the Company at the same retail price or higher than the Company’s pricing structure, so as not to compete with the Company in any way.
ii) APPROPRIATE SALE/REFERENCE OF PRODUCT. I will sell or refer Retail
Customers the retail price of the products of the Company.
I may refer Wholesale Customers (customers intending to resell the Products of the Company) to the Company and will receive from the Company a one-time referral gift of products or whatever gift the Company deems appropriate. If the Wholesale customer buys a larger volume of products, the Company may, at its discretion, compensate me with a referral gift of products of the Company.
I understand that I will not receive any financial compensation from the referral of Wholesale Customers to The Company.
3. COVENANT AGAINST COMPETITION.
a) For the purposes of this Section:
During my Association with the Company and afterwards, any Confidential Information which I acquire and which is (or could
Reasonably be anticipated to be) marketed or distributed in
Such a manner and in such a geographic area as to actually
Compete with such product, process, or services of the Company.
ii) “Competing Organization” means any person or organization,
Including myself, engaged in, or about to become engaged in,
Research on or the acquisition, development, production,
Distribution, marketing, or providing of a Competing Product.
b) As a material inducement to the Company to have me act as an Affiliate or Distributor of the Company’s products, and in order To protect the Company’s Confidential Information and good will, I Agree to the following stipulations:
i) For a period of twelve (12) months after termination of my
Association with the Company, whether with or without cause, I
Will not directly or indirectly solicit or divert or accept
Business relating in any manner to Competing Products or to
Products, processes or services of the Company from any of the
Customers or accounts of the Company with which I had any
Contact as a result of my association with the Company.
ii) For a period of twelve (12) months after termination of my
Agreement by the Company for any reason,
Whether with or without cause, I will not render services,
Directly or indirectly, consultant or
Otherwise, to any Competing Organization in connection with
Research on or the acquisition,
Development, production, distribution, marketing, or
Production of any Competing Product.
iii) For a period of twelve (12) months after termination of my
Agreement with the Company, whether with or without cause, I
Will not directly or indirectly solicit or take away, or
Attempt to solicit or take away, employees of the Company,
Either for my own business or for any other person or entity.
6. ENFORCEABILITY AND SEVERABILITY. In the event that any provision of this
Agreement shall be determined to be unenforceable by any court of competent
Jurisdiction by reason of its extending for too great a period of time or
Over too large a geographic area or over too great a range of activities,
It shall be interpreted to extend only over the maximum period of time,
Geographic area or range of activities as to which it may be enforceable.
If any provision of this Agreement shall be determined to be invalid,
Illegal or otherwise unenforceable by any court of competent jurisdiction,
The validity, legality and enforceability of the other provisions of this
Agreement shall not be affected thereby. Any invalid, illegal or
Unenforceable provision of this Agreement shall be severable, and after any
Such severance, all other provisions hereof shall remain in full force and
a) EQUITABLE REMEDIES. I hereby expressly acknowledge that any breach
Or threatened breach of any of the terms and/or conditions set forth
In this Agreement will result in substantial, continuing and
Irreparable injury to the Company.
Therefore, I hereby agree that
The Company shall be entitled to injunctive or other Equitable Relief by a court of appropriate jurisdiction or a WISE mediation in the event Of breach or threatened breach of the terms of this Agreement.
b) If any provisions of this Agreement are violated, then the
Time limitations set forth in this Agreement shall be extended for a
Period of time equal to the period of time during which such breach
Occurs, and, in the event the Company is required to seek relief
From such breach before any court, board or other tribunal, then the
Time limitation shall be extended for a period of time equal to the
Pendency of such proceedings, including all appeals.
8. GENERAL PROVISIONS
a) ENTIRE AGREEMENT. This Agreement supersedes all previous agreements,
Written or oral, between the Company and me relating to the subject
Matter of this Agreement, sets forth the entire agreement and
Understanding between the Company and me relating to the subject
Matter herein and merges all prior discussions between us with
Respect hereto. No modification of or amendment to this Agreement,
Nor any waiver of any rights under this Agreement, will be effective
Unless in writing signed by the party to be charged. Any subsequent Change or changes in my duties, job title or Compensation will not affect the validity or scope of this Agreement.
b) SUCCESSORS AND ASSIGNS.
This Agreement shall inure to the benefit of
The Company and its legal representatives, successors and assigns,
And shall be binding upon me and my heirs, legal representatives,
Successors and assigns.
c) GOVERNING LAW.
This Agreement will be governed by the laws of the
State of Florida, without regard to conflicts of law
The headings in this Agreement are for
Convenience of reference only, and they shall not limit or otherwise
Affect the interpretation of any term or provision hereof.
I ACKNOWLEDGE THAT BEFORE PLACING MY SIGNATURE HEREUNDER, I HAVE READ ALL OF THE PROVISIONS OF THIS AGREEMENT AND HAVE RECEIVED A COPY HEREOF TODAY. I FURTHER ACKNOWLEDGE THAT ALTHOUGH THIS AGREEMENT HAS BEEN SIGNED AFTER THE COMMENCEMENT OF MY agreement, IT APPLIES TO ANY AND ALL INFORMATION RECEIVED BY ME DURING MY Agreement.
Executed as a document effective as of ________ _______, 20______
[City, State and Zip Code]
Company Representative Signature: