I understand and agree that as a Savmark Independent Consultant (“Consultant”) I am bound by the terms and conditions of this Consultant Application and Agreement (the “Consultant Agreement”), the Savmark Policies & Procedures (“Policies & Procedures”) and the Savmark Compensation Plan (“Compensation Plan”) all of which are incorporated by reference herein and all of which comprise my agreement (the “Agreement”) with Just Savmark. I also understand that Savmark at its sole discretion has the absolute right to amend the Consultant Agreement, Policies & Procedures and Compensation Plan at any time and that I will be bound by any amendments thereto. During pre-launch, Policies and Procedures can be located at www.savmark.org/policies.
I understand that I am not required to purchase any retail product or service in order to enroll as a Consultant.
Unless earlier terminated, the Consultant Agreement shall have a term beginning on the date of acceptance by Savmark and ending on one year from the date thereof (the “Anniversary Date”) and shall be renewed on an annual basis on each Anniversary Date as set forth in the Policies & Procedures.
I understand and agree that, as a Consultant, I am an independent contractor and not an agent, employee, partner, legal Consultant or franchisee of Savmark. I understand and agree that I shall not be treated as an employee of Savmark for tax or any other purposes. Savmark is not responsible for withholding FICA or taxes of any kind, if any. I am solely responsible for the payment of all applicable federal, state and local income, unemployment, social security and other taxes and license requirements attributable to my sales activities and earnings. I am not authorized to bind Savmark nor incur any obligation on its behalf
I acknowledge that Savmark’s trademarks, service marks, tradenames, patents and copyrighted materials (the “Intellectual Property”) are owned solely by Savmark, and that use of such Intellectual Property by me must be in compliance with Savmark’s written policies, as such may be amended by Savmark from time-to-time. I further agree that Savmark has the exclusive proprietary interest in its customer lists and information, consultant lists and information, manufacturing procedures, source codes, product development and in all operating, financial and marketing materials; and that all such information is confidential. I shall not use or disclose such information to any third party except in strict accordance with this Consultant Agreement and the Policies & Procedures. Confidential information is disclosed to me on a “need to know” basis solely for use in my business with Savmark. I agree to use my best efforts to keep such information confidential and shall not use such information to sell products or services other than Savmark’s products and services or in connection with any other business during the term of and after termination of the Consultant Agreement. Upon termination or non-renewal of the Consultant Agreement, I immediately shall cease all use of Savmark’s Intellectual Property and confidential information and, if requested by Savmark, return all such materials in my possession to Savmark.
The Consultant Agreement is governed by the laws of the State of Delaware without reference to its conflict of laws rules. I understand and agree that, except as set forth in this Agreement or the Policies & Procedures, all claims and disputes relating to the Consultant Agreement, the rights and obligations of the parties or any other claims or causes of actions relating to the performance of either party under the Consultant Agreement or my purchase of products shall be settled totally and finally by arbitration in the City of New York, State of New York, in accordance with the Federal Arbitration Act and the Commercial Rules of the American Arbitration Association. This obligation to arbitrate shall survive termination or expiration of the Consultant Agreement. Any modification of this arbitration provision shall not apply retroactively to any dispute which arose or which Savmark had notice of before the date of modification. Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in the state and federal courts in Norwalk, Connecticut. This obligation to arbitrate shall survive expiration or termination of this Consultant Agreement. This provision shall not be construed so as to prohibit Savmark from obtaining preliminary and permanent injunctive relief in any court of competent jurisdiction. All rights, powers and remedies given to Savmark are cumulative not exclusive and in addition to any and all other rights and remedies provided by law.
The Consultant Agreement may not be transferred or assigned by me without the prior written approval of Savmark, in its sole discretion, and then only in accordance with the Policies & Procedures. Savmark may assign the Consultant Agreement at any time.
I agree that during the term of this Consultant Agreement and for a period of one year thereafter, I shall not, directly or indirectly, on my own behalf or on the behalf of any other person or entity, solicit, induce or hire or attempt to solicit, induce or hire any consultant, employee, member, customer, supplier or vendor of Savmark (i) to enter into any business relationship with any other direct sales or network marketing company or individual or (ii) to terminate or alter his or her business or contractual relationship with Savmark.
I acknowledge that I am free to terminate the Consultant Agreement at any time for any reason upon written notice to Savmark. Savmark may terminate the Consultant Agreement upon 30 days written notice in the event Savmark elects to cease (i) selling its products and services through direct selling or network marketing channels or (ii) its business operations. Savmark may terminate the Consultant Agreement upon written notice upon a breach by me of the Consultant Agreement, the Policies & Procedures or other rules and regulations of Savmark. Where state laws on termination are inconsistent with this provision, then the applicable state law shall apply.