Collaborative Partnership opportunity

When you SIGN UP as a BIOLIEF Collaborative Partner, we will provide you with a SPECIAL LINK to our website that you can share to your network and potential comsumer base through your webite, blog, Facebook, Instagram, Linkedin, Twitter and other engagement sites. You will EARN MONEY for EVERY CUSTOMER who PURCHASES from YOUR LINK and recieve special pricing on products! SIGN UP NOW to Start Building Revenue!!

For Consultants

A Consultant is a direct marketing representative for the company. They utilize their current network in order to obtain sales and build a team. They refer family, friends, colleagues and have a network of small businesses that want to offer our products and services in their brick and mortar locations.

An affiliate is a company, group or group of individuals that have specific “affiliate” strategies. This typically comes in the form of a formal network of ONLINE marketing professionals that utilize very specific online strategies in order to refer business to the BIOLIEF site.

If you are an individual that was referred by someone, you are more than likely in the Consultant category and can sign up right away and get started immediately with us.

Affiliate relationships must be approved by us and require additional contracts and strategic conversations.

We offer individuals an opportunity to generate income by simply sharing our plant-based products. As a consultant you are set up in the system and can begin reaping the financial benefits of sharing a product that you love and believe in!

The thought behind offering an opportunity to Consultants is simple. We welcome and offer Consultants an opportunity to generate income by sharing our incredible plant-based products.

Upon enrolling, Consultants have immediate access to a host of resources and tools, created to help share our products and services with those who know can benefit.

Contact an existing Consultant for more information on how to get started. If you don’t know an Consultant, our support team will be happy to help you find one in your area or we can enroll you directly!

To become a Consultant, you must enroll under an existing BIOLIEF Consultant or under the corporate entity. We work on an honor system, so if someone did in fact enroll you, you must give credit where credit is due, or we will deem that you do not align with our values and will not be permitted to be part of our AWESOME network and opportunity.

If someone shared our products or the business opportunity with you, they probably are a Consultant, or they are a customer of one that you can reach out to. Ask the Consultant for their replicated website information. This will be BIOLIEF.com followed by their username on this website (BIOLIEF.com/’username’.), and you can enroll directly under them!

If you do not know a Consultant, you can register under CORPORATE and we will be more than happy to assist you! We can even find a Consultant in your area that can answer your questions and help you enroll. Support can be reached via email at support@BIOLIEF.com or by submitting a ticket by clicking here. Please provide your location and the best method of contact, preferably phone, but email works too!

The biggest benefit is being a BIOLIEF Consultant – If this works for you and loved ones and the census as a whole, with no side effects, why would you not want to share it with the world!!

As a BIOLIEF Consultant, you have potential opportunities that abound on a global scale, as we open countries around the world.

Our compensation plan is so awesome that we want to share it with you, but not the public. There are also a lot of people that come to our site just to purchase products and we don’t want to minimize the consumer experience by attaching a dollar amount to it either.

Once you have enrolled as a consultant, you will be able to view our Compensation Plan in the resource center. If you would like to know this information prior to registering risk free, please contact us, and someone from our team will reach out to do a personal consult with you. I can tell you this, we have done our research and coming from 15 years of medical and corporate consulting, we have put together the BEST compensation plan.

The collaborate page is for CONSULTANTS looking to sign up with us so that they can begin referring business to BIOLIEF through a replicated site so that they may receive credit for all sales and direct deposit of commissions.

This is Biolief agreement for all representatives. This outlines our expectations of you as a trusted representative as well as the legal ramifications for not staying in compliance.

Yes, all representatives must click “I AGREE” which acts as a Signature for you the rep.

You will be taken to a page that will allow you to officially JOIN OUR TEAM!!!

There are several options for Joining.

  1. You can JUST SIGN UP.
    1. This means that you are not purchasing any products for yourself, you are just registering as a Consultant. We always recommend taking advantage of the rep signup cost of 70% off, but is it not required.
  2. You can start with a STARTER KIT.
    1. This gives you the option to try our products at a substantially discounted rate.
  3. BUSINESS STARTER KIT:
    1. This package is for you if you want to put a kiosk in your office. This is highly recommended for small businesses and physician offices that do not want to purchase bulk product upfront yet want to be able to recommend products from their offices. This kit comes with an IPAD and KIOSK for you to conveniently put in the office. There is not monthly maintenance fee and if you choose to no longer be a BIOLIEF representative, you can return both items and receive a portion of the initial cost back (70%) due to restocking costs.

NO! Multilevel marketing (MLM) also called pyramid selling, network marketing, and referral marketing, is a controversial marketing strategy for the sale of products or services where the revenue of the MLM company is derived from the purchase of products up-front, monthly recruit minimums, sales minimums, monthly recruit, volume, tiers, etc.

WE DO NOT HAVE ANY OF THOSE REQUIREMENTS.

What we are is a TEAM of motivated medical and health and wellness professionals that want to provide an opportunity in the marketplace. Yes, we recruit; yes, we train; and yes, we make commissions on sales. We believe that the work you do gets rewarded, no minimums. We are a hybrid of several industries and have take what has generated substantial revenues for us and others in the marketplace together to provide a wonderful opportunity for you.

No, but, because of the nature of our business, we started with a core team of people, so from our perspective, most often, you heard from us by someone. That person may not be a consultant, but a consumer that referred you to the site. We like to send thanks or give them credit for the referral, so please make sure that you reference that person!

As a Consultant you will receive a commission for every bit of business you refer and as a result, we are required to report all of that to good ‘ol Uncle Sam. Your information is kept in what is called a tokenized form, which mean that no one can view you personal identifying information.

Yes, we want you to be comfortable with how you are represented to the outside world.

It is whichever you prefer. You can register as a business and use your personal name on your site or vice versa, or register personal name, use personal name. Any variation is acceptable. You know your network, use what you think people will remember you best by. REMEMBER, you are YOUR OWN BRAND!

This has something to do with the system that at this point in time we cannot override. The benefit to this is that your information will be ready to go when you are ready to purchase products as well.

It will ask you to verify all your information and then ask you to confirm to charge your card.

You will then get access to your Back Office and your products (if you ordered them, will be on the way!)

Yes, you are permitted to run a both at a trade show to advertise and sell BIOLIEF products as an Independent Consultant. However, you must first submit all the marketing materials being displayed at the booth, in addition to the following form for a compliance review.

Trade Show Approval Form

Please submit these items well in advance of the trade show so you’ll have time to make any corrections if necessary.

BIOLIEF will consider any request for refund as the resignation of the Consultant and their position with BIOLIEF.

1) Notify Consultant Support by sending an email to support@BIOLIEF.com requesting a resignation refund for products purchased within the previous 90 days. No exceptions. A copy of the original sales receipt will be required with the return shipment. Please state the reason for your resignation. We will provide you a form for the return.

2) Notify Consultant support what products are being returned and include an order number and date.

3) The product being returned must be in its original packaging, in a marketable condition, unopened, unaltered (no stickers or labels) and resalable.

4) Return the product and the completed and signed form to BIOLIEF at the address found on the form. Please include a copy of the original sales receipt. Proper shipping carton(s) and packing materials are to be used in packaging the product(s) being returned. BIOLIEF will not refund any product that is delivered damaged or not in a marketable condition. All returns must be shipped to the address found on the form. Shipping costs are the responsibility of the Consultant returning the product. BIOLIEF will refuse any return shipments sent shipping collect or COD. It is recommended that you chose a shipping method that allows tracking and delivery confirmation. BIOLIEF is not responsible for lost or misdirected shipments. It is the responsibility of the Consultant to trace, insure or otherwise confirm that BIOLIEF has received the shipment. BIOLIEF will not accept any returns without a signed form.

5) All procedures and requirements listed here and on the form, need to be followed in order to receive a resignation refund. Refunds will be issued by Company check. If original order was placed using cash, refunds will be issued by Company check, please allow thirty (30) days for processing of all refunds, credit cards or cash.

6) Refunds issued do not include shipping and handling costs. Refunds are based on the purchase price of the product.

7) BIOLIEF will recoup any commissions or other compensation paid when the product that generated that compensation is returned. In order to do so, we will deduct the outstanding amount prior to paying you any further commissions. If your commission check is insufficient to allow us to recover the compensation through a deduction, BIOLIEF will deduct the compensation amount from the refund amount owed to you.

Any product returned to BIOLIEF that does not meet these requirements will not be refunded. BIOLIEF will hold said product for thirty (30) days before disposing of. It is the responsibility of the Consultant to make arrangements for the return of said product. BIOLIEF will not pay any return shipping charges, all shipping charges will be the responsibility of the Consultant.

8) Upon receipt of unused, resalable items, BIOLIEF will reimburse you ninety percent (70%) of the net cost of the last purchase price or as otherwise required by law.

9) If the order was placed and processed through the merchant account and NOT shipped, then BIOLIEF will cancel the order per customers request. The refund shall be in the amount of no less than ninety percent (90%) of the Customer’s cost and appropriate set-offs and legal claims, if any.

 

Consultant Commissions

We calculate commissions on a twice a month basis with the commission week running from the 1st-15th and the 16th- EOM. Any and all commissions earned during a given period will be paid out either on the 20th or the 5th of the month respectively.  For example, if you earned $500 from January 1-15, we would run the report and payroll on the 20th and you can expect that payment in your account the morning of the 21st.

Please note that refunds will negatively affect the pay out and may account for slight fluctuations in your commissions because a refund or charge-back causes us to pull backdollars generated from a negated product purchase. This review process will be completed by noon on the 20th & 5th.

You must have accumulated at least $25.00 in commissions for a payout to be released.

We do not pay on new sales reps registering under a consultant.

Active Consultant: In order to be considered ACTIVE, the Consultant needs to be signed up and registered as a consultant in the system. There are no other requirements. A new agreement will be sent out at the beginning of every year to renew. If you have been “inactive” – no sales or new business for 6 months, we will reach out as a courtesy and will deactivate the account if there is no interest or activity at that time.

Yes, you get paid on all orders from all customers that purchase through you. We do not pay on consultants personal orders that sign up through you as we are not Multi-Level marketing. This is a sales company and position, so we train and teach on sales and offer generous discounts to our consultants, in which case, the referral party would not make a commission on that referrals personal orders.

However, if you violate company marketing policy or the REFUND agreement, you will be terminated, and all your consumers and consultants will be move to a corporate account with no further commissions to you.

MARKETING AGREEMENT  

MARKETING AND SALES SERVICES AGREEMENT

THIS AGREEMENT (the “Agreement”) effective the upon clicking “I AGREE” (“Effective Date”), by and between BIOLIEF, LLC., a Florida limited liability company (the “Company”) and the CONTRACTOR  (the “Contractor”).

RECITALS

  1. The Company is a limited liability company organized under Florida law for the purpose of providing marketing and distribution services cannabidiol hemp oil (“HEMP Oil”); and
  2. The Contractor has expertise in marketing on behalf of businesses such as the Company; and
  3. The parties are desirous of entering into this Agreement in order to provide a full statement of their respective understandings in connection with the engagement of the Contractor by the Company.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration the receipt and sufficiency of which are agreed to by the parties, the parties hereto agree as follows:

1.         Recitals.

The recitals set forth above are true and correct and are incorporated herein by reference.

2.         Definitions.

Services” for purposes of this Agreement means Contractor: (1) making recommendations to the Company regarding which persons or entities to hire or contract with to perform sales or marketing services on behalf of the Company and when to terminate their engagement or engagement; (2) supporting such persons or entities; (3) training such persons or entities; (4) providing all personnel employed or contracted by the Contractor who provide services in connection with this Agreement (“Contractor Personnel”), as necessary for Contractor to provide Services pursuant to this Agreement; and (5) reporting to the Company regarding the foregoing on a regular basis. Contractor’s duties pursuant to this Agreement shall be referred to herein as the “Services.”

3.         Nature of the Relationship.

3.1       It is expressly understood and agreed that Contractor shall at all times, act as independent contractor with respect to Company and not act as an employee or agent of Company, and nothing contained in this Agreement shall be construed to create a joint venture, partnership, association or other affiliation, or like relationship, among the Parties. It is specifically agreed that the relationship is and shall remain that of independent parties to a contractual relationship. Contractor shall have no claims under this Agreement, or otherwise, against Company for vacation pay, paid sick leave, retirement benefits, social security, worker’s compensation, health, disability, professional malpractice, unemployment insurance benefits or other employee benefits of any kind with respect to Contractor or any Contractor Personnel. Contractor understands that: (a) Contractor will not be treated as an employee of Company for federal tax purposes; (b) Company will not withhold on Contractor’s behalf any sum for income tax, unemployment insurance, social security or any other withholding pursuant to any la w or requirement of any governmental body, or make available to Contractor or any Contractor Personnel any of the benefits afforded to employees of the Company; (c) all of such payments, withholdings or benefits, if any, for itself and each Contractor Personnel are Contractor’s sole responsibility; and (d) Contractor hereby indemnifies and holds harmless Company from any and all losses or liabilities arising from Contractor’s failure to make such payments, withholdings and benefits, if any, and to ensure the foregoing with respect to each Contractor Personnel, including but not limited to the amounts due, including interest and penalties, professional fees and court costs. If the Internal Revenue Service or any other governmental agency should question or challenge Contractor’s or Contractor Personnel’s independent contractor status, the Parties hereby agree that both Contractor and Company shall have the right to participate in any discussion or negotiation occurring with such agency or agencies, regardless of with whom or by whom such discussions or negotiations are initiated.

3.2       Contractor agrees to abide by and adhere to all statutes and regulations applicable to marketing to health care providers, with particular attention to regulations surrounding HEMP Oil, including but not limited to those which pertain to advertising and health care services; and further agrees to take all steps necessary to ensure that the Contractor Personnel agree in writing to comply with the foregoing. Contractor agrees it will not offer, pay solicit, accept or receive a kickback, commission, bonus, rebate, directly or indirectly, overtly or covertly, in cash or in kind, with any person or entity for referring or soliciting clients or patient, or engage in any split-fee arrangement. Contractor further agrees to require that each of the Contractor Personnel agree in writing not to offer, pay solicit, accept or receive a kickback, commission, bonus, rebate, directly or indirectly, overtly or covertly, in cash or in kind, with any person or entity for referring or soliciting clients or patient, or engage in any split-fee arrangement. Contractor further agrees to educate, oversee and supervise all Contractor Personnel in complying with the foregoing.

3.3       Upon the execution of this Agreement by both parties, all previous agreements between the parties, if any, whether oral or written, concerning the subject matter hereof shall be terminated.

4.         Contractor’s Obligations.

4.1       The Contractor shall be engaged at such times and places as determined by the Contractor to direct, manage and provide sales and marketing activities of the Company on a part-time basis. While this Agreement is in effect, Contractor shall not perform such services on behalf of any other HEMP Oil distributor or marketing company that provides all of Services provided by the Company. Except with respect to support for the sales and marketing team of the Company, the principals in charge of the Contractor,  shall have no responsibility for any direct sales activity whereby Contractor would have direct contact with any person or entity in a position to order products or services from the Company. The Contractor agrees to perform administrative duties related to Services performed by the Contractor on behalf of the Company. The Contractor agrees to perform all duties hereunder in a diligent and timely manner, consistent with all applicable laws.

4.2       The Contractor shall comply with all federal, state, county and municipal laws, rules, ordinances and regulations applicable to marketing services in the health care industry, and shall further comply with the Company’s rules, regulations, policies and procedures, written or oral, as they may exist from time to time. Additionally, Contractor, Bo & Cole in particular will ensure that all Contractor Personnel comply with the foregoing.

5.         Company’s Obligations.

The Company agrees to provide Contractor (i) the authority to perform Contractor’s obligations hereunder, (ii) all space, administrative personnel, equipment and other support necessary to perform Contractor’s services hereunder, (iii) a weekly written report of all orders to the Company arising from the efforts of the Contractor.

6.         Compensation.

6.1       While this Agreement is in effect, the Contractor shall receive the compensation of:

  1. A commission for sales or goods or referrals to the company. Such amounts shall be paid to the Contractor twice per month on the 20th and the 5th of the following month.
  2. A discretionary bonus, if any, at such times and in such amounts as determined by the Company, in its sole and exclusive discretion, to recognize the extraordinary efforts the Contractor Personnel on behalf of the Company.

6.2       The compensation has been determined by the parties to equal the fair market value of the Services furnished hereunder, without taking into account the volume or value of any referrals of business from Contractor. The compensation has been determined by the parties in good faith and in a manner consistent with arm’s length negotiation. The parties represent, warrant and acknowledge that, to the best of their knowledge and belief, the terms and provisions of this Agreement are commercially reasonable.

7.         Term and Termination.

            7.1       Term: This Agreement shall be in effect as from the day and year written above, and shall remain in effect for a term of two (2) years from the Effective Date, unless otherwise terminated as provided herein.

            7.2       Automatic Renewal: This Agreement shall automatically be extended from year to year for consecutive one (1) year terms unless either party terminates this Agreement in accordance with the terms herein.

            7.3       Termination:

                        7.3.1     Non-renewal: If either party desires not to renew this Agreement, it may terminate this Agreement by giving ninety (90) days notice prior to the end of any one (1) year term.

                        7.3.2     Without Cause: After the first twelve (12) months this Agreement is in effect, either party may terminate this Agreement at any time for no reason by providing the other party at least ninety (90) days written notice of termination. In the event the Company elects to terminate this Agreement without cause at any time, Company agrees to pay Contractor as severance compensation, compensation earned while this Agreement was in effect for a period of ninety (90) days following the effective date of this Agreement’s termination.

            7.4       Continuing Obligations: In the event this Agreement is terminated for any reason, as herein set forth, all obligations on the part of either party shall cease on the date of such termination except those obligations specifically stated herein to continue.

8.         Regulatory Matters.

9.1       Notwithstanding the unanticipated effect of any of the provisions herein, the parties intend this Agreement to comply with 42 U.S.C. § 1320a-7b(b) (commonly known as the Anti-Kickback Statute), Fla. Stat. §456.054, Fla. Stat. §817.505, and any other applicable federal or state law provision governing fraud and abuse or referrals, as such provisions may be amended from time to time. This Agreement shall be construed in a manner consistent with compliance with such statutes and regulations, and the parties hereto agree to take such actions necessary to construe and administer this Agreement accordingly. If any court or administrative agency of competent jurisdiction determines that this Agreement violates any of such statutes or regulations or that the compensation hereunder exceeds reasonable compensation, then the parties agree to take such actions in good faith as necessary to amend this Agreement to comply with the applicable statutes or regulations, as provided herein.

9.2       The parties shall at all times each comply with all applicable laws, statutes, regulations, rules, ordinances, codes, and standards, including without limitation, 47 U.S.C. § 227 (commonly known as the Telephone Consumer Protection Act), 16 C.F.R. Part 310 (commonly known as the Telemarketing Sales Rule), the requirements at 45 C.F.R. 164.508, payment network operating rules, federal and state laws proscribing unfair or deceptive acts and practices, federal and state telemarketing laws, and laws governing wages, hours, desegregation, engagement discrimination, engagement of minors, health, safety, and personal information.

10.       Indemnity.

Contractor shall indemnify, defend and hold Company harmless from and against any and all claims, actions, liabilities, losses, damages, costs, penalties and expenses, including all costs and attorneys’ fees and interest, which may be sustained or incurred at any time by reason of:

10.1      The Contractor’s and Contractor Personnel’s performance or failure to perform the Services, responsibilities and duties set out in this Agreement; or

10.2 Violations by Contractor or any Contractor Personnel of the prohibitions of any civil and/or criminal law, regulation, or municipal ordinance; or

10.3 Actions of the Contractor outside the scope of Contractor’s engagement by Company pursuant to this Agreement; or

10.4      A violation of any provision of this Agreement.

11.       Restrictive Covenants.         

11.1      Definitions. For purposes of this Section 11, the following words shall have the following meanings:

(a)        “Capacity” means as an owner, manager, member, partner, director, employee, principal, agent, investor, trustee, representative, independent contractor, shareholder, consultant, or in any other capacity.

(b)        “Company Business” means the business of HEMP Oil distributor or marketing company which provides the same or similar services provided by the Company, as determined by Company.

(c)        “Competitor” shall mean any Person or entity who directly competes or is attempting to directly compete with the Company Business, no matter where such Competitor is located, since the provision of the Company’s services is not bounded by geography; provided, however, that such term shall not apply to any entity in which Contractor or Contractor Personnel is an investor when such investment arose prior to the date this Agreement was executed. Any business entity in which Contractor or any Contractor Personnel or its principal or Affiliate is currently (at the time this Agreement was entered into) an investor is excluded from the definition of a “Competitor.”

(d)        “Customer” means any Person that was a client or customer of the Company during the term this Agreement was in effect.

(e)        “Restricted Period” means the term of this Agreement and a period of twenty four (24) months immediately following the termination or expiration of this Agreement.

11.2      Restrictions. During the time this Agreement is in effect and for a period of twenty four (24) months thereafter, the Contractor covenants that Contractor shall not, directly or indirectly, in any Capacity, (i) induce or attempt to induce or advise any employee of Company to cease employment with Company, (ii) solicit, employ or attempt to employ any employee of Company, (iii) solicit, employ or attempt to employ any former employee of Company who worked for Company within twenty four (24) months of the last day of this Agreement’s termination or expiration, (iv) induce or attempt to induce any employee of Company to seek employment with any Person other than Company, (v) induce or attempt to induce any employee of Company to violate any term or condition of such employee’s employment or agreement with Company, any rules or regulations of Company, or the employee’s employment agreement with Company, or (vi) induce any independent contractor of Company to cease such Person’s association with Company or to seek an association with a Competitor.

During the term of this Agreement and for a period of twenty-four months thereafter, the Contractor shall not, directly or indirectly, in any Capacity, (i) take any action which disparages, harms or embarrasses Company or its employees, including but not limited to making any statements, whether oral, written or otherwise, whether regarded as true or otherwise, which would have the effect of causing creditors, publishers, vendors, franchisors, clients, suppliers or other persons or entities to question either: (1) the financial condition, integrity, or quality of Company or Company’s employees, or any Customer of Company, or (2) the quality of Company’s products or services, or (ii) make any statement, oral or written, or perform any other act or omission which is or is likely to be detrimental or adverse to the goodwill, business operations, or reputation of Company or Company’s Customers or the goods or services provided or sold by Company or Company’s Customers.

If at any time during the Restricted Period, Contractor breaches a covenant contained in this Section 11, the Restricted Period shall be automatically extended by the number of days that Contractor is in breach of such covenant.

11.3      Confidentiality. Contractor acknowledges and agrees that any information obtained by Contractor, including but not limited to customer lists, customer contacts, records, returns, development, research, financial information, techniques, methods, procedures, drawings, promotional, marketing, training or operational information, strategies, proposals, plans, creative materials, software, tools, designs, and trade secrets, as same may apply to Company (hereinafter, collectively the “Confidential Information”) are trade secrets or if not trade secrets, property in which Company has a legitimate interest in protecting and which is confidential and shall remain the exclusive property of Company. In addition, the Confidential Information includes any and all derivative information based on or from Confidential Information including but not limited to, analyses, compilations, recorded mental impressions, notes, studies, reports, or summaries however communicated, memorialized, or reproduced. Contractor hereby agrees that except to the limited extent necessary for Contractor to use such Confidential Information for the benefit of the Company, Contractor will not at any time: (i) copy such Confidential Information; (ii) remove any of the Confidential Information from Company’s offices; (iii) divulge to any Person any Confidential Information; or (iv) make use, directly or indirectly, of the Confidential Information. Contractor expressly recognizes and agrees that while this Agreement is in effect, Contractor may or will have access to and become familiar with confidential and valuable information, including, but not limited to, the Confidential Information, and Contractor acknowledges that the disclosure of any of the same by Contractor at any time (other than in the course of providing duties for the benefit of Company) would cause irreparable damage to Company. Contractor agrees that after this Agreement expires or is terminated, upon written request from the Company, all Confidential Information shall be immediately returned by Contractor to Company, and such Confidential Information shall remain the exclusive property of Company. Notwithstanding the foregoing, nothing shall prevent Contractor from disclosing Confidential Information to the extent such disclosure of Confidential Information is required by applicable law.

11.4      Remedies. It is mutually agreed that (i) the period of time and other limitations set forth in the aforesaid covenants are reasonable and acceptable to the parties hereto; and (ii) given the nature of the Company’s business and its expansive geographic reach, there is no geographic scope which would be adequate to protect the legitimate business interests of Company with respect to these restrictive covenants. It is further mutually agreed that the covenants in this Section 11 of this Agreement are necessary to protect the legitimate business interests of Company. The parties acknowledge that the violation by any Contractor Personnel of any covenant or agreement contained herein would cause irreparable damage to Company and that it is difficult to ascertain the nature and extent of such irreparable damage. Contractor therefore acknowledges and agrees that, in the event of any violation thereof, in addition to any other rights or remedies to which Company may be entitled under law and/or equity, Company shall be authorized and entitled to obtain, from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as equitable accounting of all profits and benefits arising out of such violation, which rights or remedies shall be cumulative. Company may pursue either or both of the remedies (injunction and damages) described in this paragraph concurrently or consecutively in order as to any such breach or violation, and the pursuit of one of such remedies at any time will not be deemed an election of remedies or waiver of the right to pursue the other of such remedies. In addition, the parties waive the right to require the Company to post any bond in order for Company to enforce its remedies pursuant to this Agreement. Each covenant and agreement set forth in Section 11 is independent, severable and divisible. If any one or more of the covenants contained in Section 11 shall, for any reason, be held to be excessively broad, as to time, activity, geographic scope, or subject, such covenant(s) shall be construed by having the court of competent jurisdiction limit and reduce such covenant so as to be enforceable to the maximum extent permitted by applicable law for the protection of the legitimate business interests of Company. The parties authorize and direct the court to make any revisions (such judicial revisions shall apply only to the state, country or county affected by the judgment unless Company consents to applying the judicial revisions to all states, countries and counties) to the restrictions that are necessary to make them enforceable, to the maximum extent permitted by law, for the protection of the legitimate business interests of Company. In the event a specific covenant or provision of this Agreement is for any reason not enforceable in a specific state, country or county, that same covenant may be enforced in all other states, countries, or counties in which it is enforceable. Any judgment prohibiting enforcement of a covenant herein in a specific state, country or county shall not prohibit enforcement of that covenant in any other state, country or county. In the event any covenant in this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such holding shall not affect any other covenant contained in this Agreement.

  1. Notices. Any and all notices, designations, consents, offers, acceptances or any other communication provided for herein shall be given in writing and delivered in person or by registered mail, return receipt requested, directed to the party’s last known address.
  2. Entire Agreement. This Agreement contains the complete, full and exclusive understanding of the Company and the Contractor with respect to the Contractor’s engagement with the Company and supersedes any and all other oral or written agreements between the parties hereto with respect to the Contractor’s engagement with the Company.
  3. Amendments. In order to be effective and binding, any amendments, additions or supplements to this Agreement must be in writing and signed by both the Company and the Contractor.
  4. Governing Law/Venue. This Agreement shall be interpreted pursuant to and enforced under the laws of the State of Florida; and venue for any action hereon shall lie in Palm Beach County, West Palm Beach, Florida.
  5. Waivers. The waiver of any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of any party to insist upon strict adherence to any term of this Agreement shall not constitute a waiver by such party to require at some subsequent time strict adherence to such term. Any waiver must be in writing and signed by the person or party against whom charged.
  6. Authority to Contract. Each party represents and warrants that he/she or it, as the case may be, is authorized to enter into this Agreement and to be bound by the terms of it. Moreover, Contractor represents that he/she/it is not violating another agreement by entering into this Agreement.
  7. Change of Law. If a party receives notification (the “Notification”) of: (i) an opinion (the “Opinion”) of nationally recognized health care counsel selected by Customer that it is more likely than not that applicable legislation, regulations, rules or procedures (collectively referred to herein as a “Law”) in effect or to become effective as of a date certain, or (ii) an actual or threatened decision, finding or action by any governmental or private agency or court or payor (collectively referred to herein as an “Action”), which Law or Action, if or when implemented, would have the effect of subjecting either party to civil or criminal prosecution under state and/or federal laws, or to another material adverse proceeding or impact on the basis of their participation herein, then the party receiving the Notification shall provide the Notification to the other party. The parties shall attempt in good faith to amend this Agreement to the minimum extent necessary in order to comply with such Law or to avoid the Action, as applicable, and shall utilize mutually agreed upon joint legal counsel to the extent practicable. If, within ninety (90) days of providing written notice of the Notification to the other party, the parties hereto acting in good faith are unable to mutually agree upon and make amendments or alterations to this Agreement to meet the requirements in question, or alternatively, the parties mutually determine in good faith that compliance with such requirements is impossible, unfeasible or unacceptable, then this Agreement shall be terminated without penalty, charge or continuing liability upon the earlier of the following: (i) the date thirty (30) days subsequent to the date upon which any party gives written notice to the other party, or (ii) the effective date upon which the Law or Action prohibits the relationship of the parties pursuant to this Agreement.
  8. Assignment. Except as provided below, neither party shall assign this Agreement without first obtaining the written consent of the other party. Notwithstanding the foregoing to the contrary, Company shall have the right, without Contractor’s consent, to assign all or any portion of this Agreement to any entity affiliated with Company.
  9. WAIVER OF JURY TRIAL. THE PARTIES HEREBY INTENTIONALLY, KNOWINGLY AND VOLUNTARILY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN CONNECTION WITH OR PURSUANT TO ANY DISPUTE AMONG THE PARTIES RELATED TO OR ARISING FROM THIS AGREEMENT.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the time upon CLICKING “I AGREE”