Distributor Agreement


Distributor Agreement
Commission Only


between                                   THE REGISTERING DISTRIBUTOR, (“DISTRIBUTOR”)

and                                          WH2OLE WATER, LLC (“Company”)

a                                              LOUISIANA LIMITED LIABLITY COMPANY

located at                                 890 JASON DR.

                                                BELLE CHASSE, LA 70037


In consideration for the mutual promises, covenants, and Agreements made below, the parties, intending to be legally bound, agree as follows:

1.      Term & Termination

1.1    Term. The Company hereby contracts with the Distributor for a period of [Enter period of employment] beginning on [Month, Day, Year].

1.2    Termination

1.2.1 Termination Events. Unless otherwise waived by the Company, this Agreement terminates on the occurrence of one or more of the following:

1.2.2 Effect on Compensation. The Distributor will be entitled to the compensation earned prior to the date of termination. The Distributor will be entitled to no compensation beyond the date of termination.

1.2.3 Effect on Commissions. All claims for commissions are waived by the Distributor if not made within twenty-one [21] days of the date of the termination.

2.      Distributor 's Obligations

2.1    Duties as a Distributor. The Distributor will provide sales services for the Company; the Distributor will sell WH2OLE WATER PRODUCTS AS WELL AS GOODS CREATED BY HEALTHY ESSENTIAL LIVING PRODUCTS (the “Merchandise”) in the territory described below to for profit and non-profit business entities.

2.2    Territory

2.2.1  The Distributor will provide sales services in Louisiana, Texas and Georgia (the “Territory.”) The Distributor will not make any sales outside of the designated Territory unless the sale generated through the online store.

2.2.2  In its sole discretion, the Company may change the Territory at any time and in any manner.

2.3    Full Time & Energy. The Distributor agrees to use his / her best efforts to sell the Merchandise in the Territory.

2.4    Prohibition Against Competitive Activities. During the term of this contract the Distributor shall not, in any capacity, participate in any business that competes in any manner with the Company's business.

2.5    Sales Reports. On the last working day of each month, the Distributor shall complete and submit to the Company a written report, on a form provided by the Company, stating the number of ratified contracts, and any other information or data that the Company may request.

2.6    Rules & Regulations. The Distributor shall strictly adhere to and obey all the rules and regulations now in effect or as subsequently modified relating to the conduct of the Distributors.

2.7    Satisfactory Performance. The Distributor 's contractual agreement shall continue only as long as the services performed by the Distributor are satisfactory to the Company, in the Company's sole and exclusive judgment.

3.      Compensation

3.1    Commissions. As compensation for the services performed pursuant to this Agreement, the Distributor shall receive a commission of twenty-five percent (20%) of the Net Sales (defined below) of Merchandise sold to the customers in the Territory by Distributor and through the online store.

3.2    Net Sales. Means the amount of gross sales less any returns, draws, marketing and allowances attributable to those gross sales.

3.3    Accrual of Commissions. Commissions are earned when payment for the Merchandise is actually received by the Company.

4.      Expenses

4.1    Travel, Entertainment, & Other Expenses. It is recognized and agreed by the parties to this Agreement that in connection with the services to be performed for the Company, the Distributor will be obliged to expend his/her own money for travel, entertainment of customers, gifts, and similar business expenses.

5.      Company's Rights to Records & Lists

5.1    Soliciting Customers after Termination of Contract

5.1.1  The Distributor acknowledges and agrees that the names and addresses of the Company’s customers constitute trade secrets of the Company and that the sale or unauthorized use or disclosure of any of the Company’s trade secrets by the Distributor constitutes unfair competition. The Distributor promises not to use or disclose any of the Company's trade secrets or otherwise engage in any unfair competition with the Company.

5.1.2  For a period of twelve [12] months following termination, the Distributor shall not either directly or indirectly disclose to any entity the names or addresses or any other information pertaining to any of the Company’s customers. The Distributor shall not call on, solicit, or take away any of the Company’s customers on whom he / she called or with whom he / she became acquainted during his / her employment with the Company. Lastly, the Distributor shall not to solicit, recruit or engage any fellow Distributors during and upon the termination of this agreement.

5.2    Soliciting Distributors after Termination of Contract is prohibited.

5.3    Ownership of Customer Records. Regardless of who actually purchased the original book or record, all records relating in any manner whatsoever to the customers of the Company, whether prepared by the Distributor or otherwise, shall be the exclusive property of the Company. Upon termination of the Distributor's employment, all such books and records shall be immediately returned to the Company.

6.      Distributor's Rights & Obligations

6.1    Examination of Books. The Distributor shall have the right, either personally or by his / her accountant, to examine the Company's books and accounts, insofar as they relate to the Distributor’s compensation. This right may be exercised at times mutually convenient to the parties at least once every six months.

6.2    Distributor Automobile

6.2.1  Distributor shall, at his / her own expense, obtain an automobile for use in selling the merchandise and otherwise performing his / her job in the Territory. The Distributor agrees to indemnify and hold the Company harmless from any claims arising out of the operation of that automobile.

6.2.2 Insurance on Distributor’s Automobile. The Distributor agrees to keep in full force and effect, at his / her sole expense, an automobile insurance policy on any automobiles used at any time to carry out his / her duties pursuant to this agreement. Each policy must include the name of the Company as a named assured. Furthermore, the policy shall insure against liability for bodily injury in the minimum amount of $10,000 per person and $20,000 per occurrence and for property damage in the minimum amount of $10,000. The Distributor agrees to deliver a certificate evidencing each policy to the Company upon demand.

6.3    Payment of Sums Due Deceased Distributor. If the Distributor  dies prior to the expiration of the term of employment, any moneys that may be due under this Agreement as of the date of death shall be paid to his / her executors, administrators, heirs, personal representatives, successors, and assigns.

7.      General Provisions

7.1     Independent Contractors. The relationship between both parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to give either party the power to direct and control the day-to-day activities of the other. Neither party is an agent, representative or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such relationship upon either party.

7.2     Publicity. Neither party will make any public announcement or issue any press release concerning the terms of this Agreement without the prior approval of both parties. If the parties mutually agree to issue a press release concerning the issues described in this Agreement, the parties shall cooperate to mutually agree on a press release describing the relationship based on this Agreement, and to issue such press release in the normal course of business.

7.3     Non-Solicitation. Neither party shall solicit for employment, membership or hire the other’s current or future Distributors, either directly or indirectly, during the Term of this Agreement, and for twelve (12) months following termination, without obtaining the other’s prior written approval.

7.4     Governing Law & Jurisdiction. This agreement and the parties’ actions under this Agreement shall be governed by and construed under the laws of the state of Louisiana, without reference to conflict of law principles. The parties hereby expressly consent to the jurisdiction and venue of the federal and state courts within the state of Louisiana. Each party hereby irrevocably consents to the service of process in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party at its address set forth in the preamble of this Agreement, such service to become effective thirty (30) days after such mailing.

7.5     Entire Agreement. This Agreement, including the attached exhibits, constitutes the entire Agreement between both parties concerning this transaction, and replaces all previous communications, representations, understandings, and Agreements, whether verbal or written between the parties to this Agreement or their representatives. No representations or statements of any kind made by either party, which are not expressly stated in this Agreement, shall be binding on such parties.

7.6     All Amendments in Writing. No waiver, amendment or modification of any provisions of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom such waiver, amendment or modification is sought to be enforced. Furthermore, no provisions in either party’s purchase orders, or in any other business forms employed by either party will supersede the terms and conditions of this Agreement.

7.7     Notices. Any notice required or permitted by this Agreement shall be deemed given if sent by registered mail, postage prepaid with return receipt requested, addressed to the other party at the address set forth in the preamble of this Agreement or at such other address for which such party gives notice hereunder. Delivery shall be deemed effective three (3) days after deposit with postal authorities.

7.8     Costs of Legal Action. In the event any action is brought to enforce this Agreement, the prevailing party shall be entitled to recover its costs of enforcement including, without limitation, attorneys’ fees and court costs.

7.9     Inadequate Legal Remedy. Both parties understand and acknowledge that violation of their respective covenants and Agreements may cause the other irreparable harm and damage, that may not be recovered at law, and each agrees that the other’s remedies for breach may be in equity by way of injunctive relief, as well as for damages and any other relief available to the non-breaching party, whether in law or in equity.

7.10   Arbitration. Any dispute relating to the interpretation or performance of this Agreement shall be resolved at the request of either party through binding arbitration. Arbitration shall be conducted in Orleans Parish, Louisiana in accordance with the then-existing rules of the American Arbitration Association. Judgment upon any award by the arbitrators may be entered by any state or federal court having jurisdiction. Both parties intend that this Agreement to arbitrate be irrevocable.

7.11   Delay is Not a Waiver. No failure or delay by either party in exercising any right, power or remedy under this Agreement, except as specifically provided in this Agreement, shall operate as a waiver of any such right, power or remedy.

7.12   Force Majeure. In the event that either party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of any Act of God, strike, fire, flood, governmental acts, orders or restrictions, Internet system unavailability, system malfunctions or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party (a “Force Majeure Event”), the party who has been so affected shall give notice immediately to the other party and shall use its reasonable best efforts to resume performance. Failure to meet due dates resulting from a Force Majeure Event shall extend such due dates for a reasonable period. However, if the period of nonperformance exceeds sixty (60) days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been affected may, by giving written notice, terminate this Agreement effective immediately upon such notice or at such later date as is therein specified.

7.13   Assignability & Binding Effect. Except as expressly set forth within this Agreement, neither party may transfer or assign, directly or indirectly, this Agreement or its rights and obligations hereunder without the express written permission of the other party, not to be unreasonably withheld; provided, however, that both parties shall have the right to assign or otherwise transfer this Agreement to any parent, subsidiary, affiliated entity or pursuant to any merger, consolidation or reorganization, provided that all such assignees and transferees agree in writing to be bound by the terms of this Agreement prior to such assignment or transfer. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.

7.14   Non-Assignability & Binding Effect. Except as otherwise provided for within this Agreement, neither party may assign any of its rights or delegate any of its obligations under this Agreement to any third party without the express written permission of the other. Any such assignment is deemed null and void.

7.15   Severability. If any provisions of this Agreement are held by a court of competent jurisdiction to be invalid under any applicable statute or rule of law, they are to that extent to be deemed omitted and the remaining provisions of this Agreement shall remain in full force and effect.

7.16   Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative upon all other rights and remedies described in this section and allowed under applicable law.

7.17   Headings. The titles and headings of the various sections and sections in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify or place any construction upon or on any of the provisions of this Agreement.

7.18   Counterparts. This Agreement may be executed in multiple counterparts, any one of which will be considered an original, but all of which will constitute one and the same instrument.

7.19   Survival of Certain Provisions. The warranties and the indemnification and confidentiality obligations set forth in the Agreement shall survive the termination of the Agreement by either party for any reason.

8.      Confidentiality

8.1   Confidentiality. The existence, nature, terms and conditions of this Agreement are strictly  confidential and shall not be disclosed by either of the parties in any manner or form, directly or indirectly, to any person or entity under any circumstances. Distributor shall not discuss, comment upon or disclose any information, in any manner or form, directly or indirectly, to any person or entity, about: (1) the Company; (2) Company’s officers, directors, shareholders, agents, other employees, members or other representatives; (3) any aspect of Company’s business or operations, including manufacturing, trade secrets, suppliers, distributors, customer lists, copyrights, trademarks; and/or other information deemed to be proprietary or confidential; (4) any aspect of Distributor's contractual employment with the Company.

8.2    Obligation of the Company. The Company shall not discuss, comment upon or disclose any information, in any manner or form, directly or indirectly, to any person or entity, about Distributor.


8.3   Non-Disparagement. In consideration of their mutual agreement to the matters set forth in this Agreement, the Parties shall at all times refrain from making any disparaging or negative statements about any other Party or its direct and indirect parents, subsidiaries, affiliates, or related companies and each and all of their past or present officers, directors, agents and employees relating to this matter to any third parties, including, without limitation, to any customer, client, employee of a Party or its direct and indirect parents, subsidiaries, affiliates, or related companies or to the press or other media. The parties shall not assist, or cooperate with, any other person or entity in committing any act which, if committed by either of the parties, would constitute a violation of this section.

9.0  Certification. I, the Distributor, have not violated any non-competition, non-solicitation, or confidentiality agreement entered into with any other organization or entity, and by becoming a distributor for WH2OLE WATER, L.L.C. will not be violating any agreement or contract, including non-competition, non-solicitation, or confidentiality agreement entered into with any other organization or entity. I will not solicit or attempt to entice any person who is or has been a member of an organization that prohibits such conduct per its contractual agreement. I am not bringing and will not use any confidential information or trade secrets obtained from any organization. I will continue to observe the confidentiality and non-solicitation provisions of any company, organization and or entity that apply to my current affiliation with the same or any past affiliation with the same.


Understood, Agreed & Approved

We have carefully reviewed this contract and agree to and accept all of its terms and conditions. We are executing this Agreement as of the Effective Date above.


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