representation services (as defined in the Onboarding Document, held at the end of this
document) in accordance with and on the schedule specified in the Onboarding Document. As
the only consideration regarding the subject matter of this Agreement, Company will pay Sales
Consultant in accordance with the terms laid out in the Onboarding Document.
2. Ownership; Rights; Proprietary Information; Publicity.
2.1. Company shall own all right, title and interest (including patent rights, copyrights, trade
secret rights, mask work rights, trademark rights and all other rights of any sort throughout the
world) relating to any and all inventions (whether or not patentable), works of authorship, mask
works, designations, designs, know-how, ideas and information made or conceived or reduced to
practice, in whole or in part, by Sales Consultant in connection with Services or any Proprietary
Information (as defined below) (collectively, “Inventions”).
Sales Consultant shall further assist Company, at Company’s expense, if agreed to, to further
evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and
defend any rights assigned.
2.2. Sales Consultant agrees that all Inventions and all other business, technical and financial
information (including, without limitation, the identity of and information relating to customers
or employees or contractors) Sales Consultant develops, learns or obtains in connection with
Services or that are received by or for Company in confidence, constitute “Proprietary
Information.” Sales Consultant will hold in confidence and not disclose or, except in performing
the Services, use any Proprietary Information. However, Sales Consultant shall not be obligated
under this paragraph with respect to information Sales Consultant can document is or becomes
readily publicly available without restriction through no fault of Sales Consultant. Upon
termination and as otherwise requested by Company, Sales Consultant will promptly return to
Company all items and copies containing or embodying Proprietary Information, except that
Consultant may keep its personal copies of its compensation records and this Agreement at
Company’s expense minus reasonable shipping. Sales Consultant also recognizes and agrees that
Sales Consultant has no expectation of privacy with respect to Company’s telecommunications,
networking or information processing systems (including, without limitation, stored computer
files, e-mail messages and voice messages) and that Consultant’s activity, and any files or
messages, on or using any of those systems may be monitored at any time without notice.
2.3. As additional protection for Proprietary Information, Sales Consultant agrees that during the
period over which it is (or is supposed to be) providing Services (i) and for one year thereafter,
Sales Consultant will not encourage or solicit any employee or consultant of Company to leave
Company for any reason, and (ii) Sales Consultant will not engage in any activity that is in any
way competitive with the business or demonstrably anticipated business of Company, and Sales
Consultant will not assist any other person or organization in competing or in preparing to
compete with any business or demonstrably anticipated business of Company.
2.4. If any part of the Services or Inventions is based on, incorporates, or is an improvement or
derivative of, or cannot be reasonably and fully made, used, reproduced, distributed or otherwise
exploited without using or violating technology or intellectual property rights owned or licensed
by Sales Consultant and not assigned hereunder, Consultant hereby grants Company and its
successors a perpetual, irrevocable, worldwide royalty-free, nonexclusive, sub licensable right
and license to exploit and exercise all such technology and intellectual property rights in support
of Company’s exercise or exploitation of the Services, Inventions, other work performed
hereunder, or any assigned rights (including any modifications, improvements and derivatives of
any of them).
3. Warranty. Sales Consultant warrants that: (i) the Services will be performed in a professional
and workmanlike manner and that none of such Services or any part of this Agreement is or will
be inconsistent with any obligation Sales Consultant may have to others; (ii) all work under this
Agreement shall be Sales Consultant’s original work or Company’s, and none of the Services or
Inventions or any development, use, production, distribution or exploitation thereof will infringe,
misappropriate or violate any intellectual property or other right of any person or entity
(including, without limitation, Sales Consultant); (iii) Sales Consultant has the full right to
provide the Company with the assignments and rights provided for herein; (iv) Sales Consultant
shall comply with all applicable laws and Company safety rules in the course of performing the
Services and (v) if Sales Consultant’s work requires a license, Consultant has obtained that
license and the license is in full force and effect. Sales Consultant will also provide own legal
and sufficient insurance in professional accordance to how Sales Consultant chooses to fulfill
contract.
4. Termination.If either party materially breaches a material provision of this Agreement, the
other party may terminate this Agreement upon five (5) days written notice unless the breach is
cured within the notice period. Company also may terminate this Agreement at any time, with or
without cause, upon five (5) days’ notice, but, if (and only if) without cause, Company shall
upon termination pay Sale Consultant all unpaid and undisputed amounts due for Services
completed prior to notice of termination. Sections 2 (subject to the limitations on Section 2.3
stated therein) through 8 of this Agreement and any remedies for breach of this Agreement shall
survive any termination or expiration.
5. Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of this
Agreement each party shall be and act as an independent contractor and not a partner, joint
venture, or agent of the other and shall not bind nor attempt to bind the other to any contract past
this document. Sale Consultant is an independent contractor and is solely responsible for all
taxes, withholdings, and other statutory or contractual obligations of any sort, including, but not
limited to, workers’ compensation insurance. Sales Consultant further agrees to indemnify,
defend and save Company harmless from any and all claims and threatened claims by any third
party, including employees of either party, arising out of, under or in connection with:
5.1. The death or bodily injury of any third party, including any agent, employee, customer,
business invitee or business visitor of Company but only to the extent caused or contributed to by
Sale Consultant, or the damage, loss or destruction of any tangible personal or real property but
only to the extent caused or contributed to by the Sale Consultant; or
5.2. An act or omission of Sale Consultant in its capacity as an Independent Contractee of a
person and arising out of or relating to: (i) federal, state or other laws or regulations for the
protection of persons who are members of a protected class or category or persons, (ii) sexual
discrimination or harassment, (iii) work related injury or death, (iv) accrued employees benefits
and (v) any other aspect of the employment or contractual relationship or its termination
(including claims for breach of an express or implied contract of employment) and which, with
respect to each of the clauses (i) through (v) arose when the person asserting the claim, demand,
charge, action or other proceeding was or purported to be an employee or independent contractor
of Consultant.
6. Assignment. This Agreement and the services contemplated hereunder are personal to Sale
Consultant and Sale Consultant shall not have the right or ability to assign, transfer, or
subcontract any obligations under this Agreement without the written consent of Company. Any
attempt to do so shall be void.
7. Notice. All notices under this Agreement shall be in writing, and shall be deemed given when
personally delivered, sent by confirmed telecopy or other electronic means, or five (5) days after
being sent by prepaid certified or registered mail to the address of the party to be noticed as set
forth herein or such other address as such party last provided to the other by written notice.
8. Miscellaneous.The failure of either party to enforce its rights under this Agreement at any
time for any period shall not be construed as a waiver of such rights. No changes or
modifications or waivers to this Agreement will be effective unless in writing and signed by both
parties. In the event that any provision of this Agreement shall be determined to be illegal or
unenforceable, that provision will be limited or eliminated to the minimum extent necessary so
that this Agreement shall otherwise remain in full force and effect and enforceable. This
Agreement shall be governed by and construed in accordance with the laws of the state of New
York without regard to the conflicts of laws provisions thereof. Any legal action or proceeding
relating to this Agreement shall be brought exclusively to relevant courts and each party consents
to the jurisdiction thereof. In any action or proceeding to enforce rights under this Agreement,
the prevailing party will be entitled to recover costs and attorneys’ fees. Headings herein are for
convenience of reference only and shall in no way affect interpretation of the Agreement. Any
breach or threatened breach of Sections 2, 3 or 6 this Agreement will cause irreparable harm to
the Company for which damages would not be an adequate remedy, and, therefore, the Company
is entitled to injunctive relief with respect thereto (without the necessity of posting any bond) in
addition to any other remedies. This Agreement constitutes the complete and exclusive
agreement between the parties concerning its subject matter and supersedes all prior or
contemporaneous agreements or understandings, written or oral, concerning the subject matter
described herein.
Onboarding Document
Services & Fees
Services: Sales Consultant is contracted for the sale and marketing of specified techniques and
educational material created by Holistic Horseworks. This contract is sufficient for the
marketing, sale, and paid dispersement of the Canine Work, specifically the Canine
Musculoskeletal Unwinding Workbook and DVD. At such later agreed-upon date by both Sales
Consultant and Company more educational material might be included under this contract.
Holistic Horseworks LLC is contracting ______________(print name) for the purpose of selling
and marketing the Canine Educational Packet. How Sales Consultant chooses to do that should
be within scope, licensed, insured, and commiserate with the experience of Sales Consultant.
Term:
The term will continue until the Services are completed or the Agreement is terminated under
Section 4, whichever occurs first. A provisional <24 > week period has been given as a suitable
time frame to complete the services. This is strictly only an estimate. And is renewable at this
time.
Fees and Payment:
Holistic Horseworks, LLC Company is offering incentivized sales of its Canine Educational
Packets to the contracted Sales Consultant. At this time Company is retailing the package on its
website for $100. Wholesale price to Sales Consultant is $40 per item for the Canine
Musculoskeletal Unwinding DVD and accompanying workbook. Sales Consultant can choose to
buy at wholesale and sell to retailers via shows or events, or go thru the website order area so the
product can be drop shipped to the client directly. A credit card will be needed on these orders
and $50 per DVD package will be charged (plus appropriate shipping charges) giving a $10 per
item commission to the vendor. When Sales Consultant purchases Enrollment packet for $100
via the Holistic Horseworks, LLC website, a vendor # will be given at that time to put in for
future drop ship order tracking of commission payments.
The $100 Enrollment package will include 3 DVDs and 3 workbooks. One for the Sales
Consultant to demo with and 2 to sell. This special deal is not refundable and to be considered an
enrollment membership kit.
Holistic Horseworks, LLC offers a 100% buy back guarantee if the DVD products are unopened
and in pristine condition, if the Sales Consultant or Retailer cannot sell within 60 days, and if it is
the Sales Consultant’s wish. Sales Consultant or Retailer will be responsible for paying return
shipping to Pride Industries or shipping to originating postal address. In this case commissions
will need to be refunded by Sales Consultant or deducted from future commissions paid to that
Sales Consultant.
Consultant Materials:
The Company grants inclusive access and rights for the Sales Consultant to use any non-sensitive
information, branding, testimonials and other business materials as marketing materials for the
Sale Consultant’s future endeavors. Materials will in no way be used to harm or negatively
portray the Company; used strictly for Sale Consultant’s own marketing and promotional
purposes.
Insurance
If Sales Consultant will be working or doing demonstrations on dogs, Sales Consultant will be
responsible for carrying own liability Insurance. On
http://www.holistichorseworks.com/certificate-of-insurance/ is the name of an inexpensive
company suggested. Please email April@HolisticHorseworks.com with proof of insurance if
doing demonstrations will be conducted.
Signed______________________________________________________Date_____________