Pure Romance Consulting Agreement
AUSTRALIA PARTNER AGREEMENT
This Agreement (“Agreement”) is entered into between Pure Romance (Australia) Pty Ltd, a private company with limited liability incorporated in accordance with the laws of Australia (the “Company”), and the prospective contractor, or the current contractor renewing her Partner Agreement with the Company, completing and signing this online form (individually and with any entity subject to a Permitted Assignment (as defined below), the “Contractor”).
Pure Romance, LLC, of 655 Plum Street, Hamilton County, Cincinnati Ohio, U.S.A. (“PR LLC”), has designed and developed a program (the “Program”) for the sale of women’s sexual health, beauty, wellness and relationship enhancement goods through home parties, events and, other permitted sales channels, which has become well-known and has an established reputation for quality. PR LLC has licensed the Company to use and sub-license the Program in Australia. As a part of the Program, the Company provides training, services, materials, and goods, including certain goods and materials bearing PR LLC’s PURE ROMANCE™ trademark, its PURE ROMANCE™ service mark and other trademarks and service marks owned by PR LLC (or other Marks as defined in Section 7 below), and certain copyrighted materials for use in the businesses of individuals interested in owning a business that promotes and sells goods purchased from the Company and/or PR LLC, as the case may be.
PR LLC is the owner of, and licenses the Company to use and sub-license, the intellectual property used in association with the goods distributed by the Company (the “Goods”), used in the operation of the Program, and used in association with related distributorship, retail and educational services.
Contractor desires to own and operate a business in Australia that uses the Program and sells goods provided by the Company and/or PR LLC at home parties, events and, subject to paragraph 4, other sales channels (“Contractor’s Business”).
The term “Agreement” as used herein shall include this Agreement, the Incentive Requirements Guide for Australia and New Zealand (the “IRG”) and such other documents or publications from time to time in existence that contain compensation or other provisions relating to the activities of Contractor (the “Other Documents”), and the Company’s and/or PR LLC’s policies and procedures from time to time in existence that relate to the activities of Contractor (the “Policies and Procedures”), all of which are incorporated herein by reference. In consideration of the foregoing background and of the following rights and obligations, Contractor and the Company agree as follows:
- Relationship. Contractor is a self-employed individual and independent contractor in the business of selling merchandise purchased from the Company and/or PR LLC and is not an employee of the Company or PR LLC. Contractor shall not have any right to any benefits that an employee may enjoy, including any benefits enjoyed by employees of the Company. Contractor is the sole owner of the Contractor’s Business. There is no partnership, joint venture, or franchise business conducted by the Company and Contractor. This Agreement is not intended to create and does not create any agency relationship between the parties. Contractor and the Company do not have any authority to act for the other or to undertake or incur any obligations or debts binding upon the other.
- No Representations and Warranties. Contractor acknowledges that she has investigated, to her full satisfaction, all aspects of the Program, the business and the merchandise to be sold and is not in any way relying on any representations or warranties of the Company and/or PR LLC in entering into this Agreement. Specifically, the Company and PR LLC have made no representations or warranties, directly or indirectly, about retail outlets, account locations, the ability to earn a gross or net profit in excess of any payments made for merchandise, the existence of any market for the goods, that the Company or PR LLC have knowledge about Contractor’s relevant market, that the Company or PR LLC will supply to Contractor names of locator companies or provide assistance with or supply names of, or collect a fee on behalf of, or for a locator company or that any buy-back arrangement exists, except as expressly described in the IRG, including the Pure Romance Compensation Plan. The Company reserves the right to accept or decline any order of the Goods and may cancel or delay shipment of the Goods for any reason, including without limitation, if Contractor fails to comply with this Agreement, the Other Documents or the Policies and Procedures.
- Laws, Taxes and Benefits. Contractor will comply with all laws and regulations and will meet all standards set by any national, provincial, local, or other governmental authority or entity regulating or pertaining to the business of Contractor. The Company reserves the right to decline to enter into an agreement or terminate any agreement already entered into with any person who has been convicted of a criminal offence for which a pardon has not been granted. The Company may terminate this Agreement at any time if Contractor is convicted of an indictable offence or any crime involving moral turpitude. Unless otherwise provided for in this Agreement, the Other Documents or the Policies and Procedures, Contractor will pay any and all taxes, excises and duties related to the importation of any products to Australia pursuant to this Agreement or in relation to any and all fees and monies received pursuant to this Agreement. Contractor consents to the Company furnishing the Federal Commissioner of Taxation with the Contractor’s name and address and all details of payments made to the Contractor by the Company, if so requested by the Federal Commissioner of Taxation. Where a supply made under or in connection with this Agreement is a taxable supply, the consideration to be provided for that supply (other than under this paragraph) shall be increased by an additional amount equal to the GST payable on the supply (unless the consideration for that supply is specified to be inclusive of GST). The additional amount must be paid, and the supplier must provide a tax invoice, at the same time as the other consideration for that supply is to be provided under this Agreement. Unless the context suggests otherwise, terms used in this paragraph have the meanings in the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Contractor acknowledges and agrees that Contractor will not participate in, or receive, any of the benefits, rights, privileges, interests, or perquisites that the Company and PR LLC extend to any of their respective employees (collectively, “Benefits”). Contractor shall be solely responsible for any and all benefits relating to Contractor. Neither Company nor its legal counsel have advised Contractor as to the tax consequences of this Agreement and/or the Other Documents. Contractor has been advised by the Company to seek independent tax and legal advice.
- Contractor Commitments. In addition to the obligations set forth in the IRG, Contractor agrees to: (a) use her best efforts to learn the Company’s and PR LLC’s merchandise and to promote and sell the Company’s and PR LLC’s merchandise solely through home parties, events and, other permitted sales channels, (b) display and promote the Company’s and PR LLC’s merchandise tastefully and honestly, (c) conduct all sales to customers and payment to the Company in accordance with the Policies and Procedures, (d) maintain the highest standards of integrity, honesty, professionalism, and responsibility in promoting and selling the Company’s and PR LLC’s merchandise, and (e) subject to paragraphs 13 and 22, only display, promote, and sell merchandise distributed by the Company and/or PR LLC at home parties and events at which PURE ROMANCE™ merchandise is displayed, promoted, or sold. Contractor will not otherwise sell, market, promote or display the merchandise of any other companies through Contractor’s PURE ROMANCE™ business. Contractor will display, promote, and sell the Company’s and PR LLC’s merchandise in accordance with the Other Documents, the Policies and Procedures and the terms of this Agreement, on a nonexclusive basis throughout Australia only. Notwithstanding any other provisions of this Agreement, during the term of this Agreement, Contractor may solicit and/or sponsor other individuals to become PURE ROMANCE™ contractors (such solicited or sponsored contractors being Contractor’s “Down Line”) in Australia only. Except as otherwise provided in this Agreement, Contractor will not, directly or indirectly through a third-party reseller or otherwise, sell, market, or promote merchandise sold by the Company and/or PR LLC on any website or social networking site not specifically authorized by the Company, including without limitation, eBay, Amazon, Craigslist, Poshmark, Kijiji, or Facebook or any other websites or social networking sites including open market places, and Contractor agrees that the Company is entitled to the relief set forth in the liquidated damages provision in paragraph 14 if Contractor violates this foregoing covenant. Contractor shall be solely responsible for determining the method, details and means of promoting and selling merchandise, including the prices she charges for merchandise, and shall use her own equipment and supplies in doing so, in each case subject to the Company’s and PR LLC’s policies and in a manner that complies with all applicable laws.
Liability, Indemnification and Release. Contractor will defend, save harmless, and indemnify the Company and/or PR LLC and their respective affiliates, officers, directors, employees, agents, successors and assigns (the “Company Releasees”) from and against any and all claims or liabilities resulting from, arising out of or relating to any (a) misrepresentation, act or omission by Contractor or for any negligence, misconduct or intentional act of Contractor in promoting or selling the Goods and/or use of the Program, (b) breach of this Agreement, the Other Documents, the Policies and Procedures, or other agreements between Contractor and the Company or violation of laws in connection with the sale of the Goods, (c) any personal injury or death of Contractor arising out of or related to Contractor’s relationship with the Company, including arising out of products or services sold or recommended by the Company and/or PR LLC; and (d) any claim that any Benefits should have been paid or provided to Contractor. Contractor further covenants and agrees to defend, save harmless and indemnify the Company from and against all claims, charges, taxes or penalties and demands that may be made by the Federal Commissioner of Taxation requiring the Company to pay income tax under the Income Tax Assessment Act 1997 (Cth), Income Tax Assessment 1936 (Cth) and Taxation Administration Act 1953 (Cth) in respect of income payable to Contractor, and in respect of any and all claims, charges, taxes or penalties and demands that may be made on behalf of or related to Employment Insurance, Public Liability and Indemnity insurance, Workers Compensation insurance, Pay As You Go (PAYG) withholding, no Australian Business Number (ABN) withholding, superannuation, payroll taxes, the Australian Taxation Office or any other statutory body under the applicable Statutes and Regulations, with respect to any amount which has been paid or may, in the future, be found to be payable by the Company to Contractor. Contractor hereby covenants not to make or bring any such claim against the Company Releasees, and forever releases and discharges the Company Releasees from liability arising out of Contractor’s performance of her obligations hereunder, including any personal injury or property damage
that occurs at any home party or event.
- Limitation of Liability. SUBJECT TO, AND WITHOUT EXCLUDING, RESTRICTING OR MODIFYING ANY RIGHTS TO WHICH CONTRACTOR IS ENTITLED UNDER SCHEDULE 2 TO THE COMPETITION AND CONSUMER ACT 20210 (CTH) (THE AUSTRALIAN CONSUMER LAW), IN NO EVENT WILL THE COMPANY BE LIABLE TO CONTRACTOR OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO CONTRACTOR DURING THE 12-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
- Sub-license and Advertising. PURE ROMANCE™, the logo accompanying it, the stylization of it, the heart logo ( ) (the "Heart Logo"), HĒLI™, UNCOVERED™, PURE21™, EUFORIA™, and any other trademarks, service marks, tradenames, or designations of origin that may be adopted by Pure Romance from time to time, and any derivatives of the foregoing (collectively, the “Marks”), and other materials and documentation (in written or electronic format, including photographs and logos) relating to PR LLC, the Company, its products and services, and the Program (collectively, the “Materials”) are the proprietary intellectual property of PR LLC. During the term of this Agreement, PR LLC licenses to Company and Company grants the Contractor a limited, non- exclusive, non-transferable, revocable sub-license to use (a) the Marks and (b) Materials in connection with home parties, events, and sales of PURE ROMANCE™ branded merchandise, and only in accordance with the standards and procedures set forth in the Policies and Procedures. Without limiting the generality of the foregoing, the Contractor will not use any other trademarks or trade names in connection with the Contractor's PURE ROMANCE branded business. All of the Marks and Materials shall remain PR LLC’s sole and exclusive property and the Contractor does not acquire any ownership rights therein. All use of the Marks and all goodwill derived from such use by the Contractor shall inure to the benefit of PR LLC. Neither PR LLC nor the Company makes any, and there are no, representations, warranties or conditions regarding the Marks, Materials or Contractor’s use thereof, including any representation or warranty regarding the validity or enforceability of any of the Marks or Materials, the non-infringement of any third party intellectual property rights by virtue of Contractor’s use or other exploitation of the Marks or Materials, or Contractor’s ability to use or otherwise exploit the Marks or Materials in association with any particular goods or services. The Contractor shall not engage in false or misleading advertising or endorsements. The Contractor shall not make representations concerning earnings or sales figures.
- Confidential Information. The Contractor will have access to proprietary and confidential information of the Company, PR LLC, and their respective affiliates, including but not limited to, trade secrets, information, material, or databases concerning or related to services, products, sales, financial information (including product costs, sales revenue, and partner compensation), or general business operations of the Company and its affiliates, their clients, “know- how,” formulae, computer programs, secret processes, the Other Documents, the Policies and Procedures, training materials, inventions and confidential business information such as cost data, profit margins, market plans, sales strategies, customer preferences and needs, incentive programs and contests, employee salaries, employee capabilities, that is not available to the public, and any other information, materials, documents, or data that would be reasonably understood to be confidential and/or proprietary information and/or trade secrets (collectively, “Confidential Information”). The Contractor will not use or disclose to any person or entity any Confidential Information of the Company, PR LLC, and their respective affiliates, except as necessary to perform her obligations or exercise her rights under this Agreement. Except as expressly permitted under this Agreement or the IRG and then only to the extent necessary to perform her obligations or exercise her rights under this Agreement, the Contractor will not copy any Confidential Information. The Contractor will stop using and return all of the Confidential Information to the Company promptly upon the expiration or termination, for any reason, of the relationship provided for by this Agreement. The Contractor will use reasonable care to prevent the unauthorized access to or use or disclosure of Confidential Information. The Contractor will promptly notify the Company in writing of any third-party use of the Confidential Information. Contractor acknowledges that Company, PR LLC, and/or their affiliates, as the case may be, is the exclusive owner of all Confidential Information and that Contractor has no right, title or interest in or to such materials, except for those rights expressly granted herein.
- Incentives. The Company may provide or sponsor certain sales and performance incentives to Contractor from time to time. Contractor will not be entitled to payment for any discounts, bonuses, sponsor awards, prizes or other incentives earned or accrued after the termination of the independent contractor relationship provided for by this Agreement. The Company reserves the right to alter or discontinue these incentive programs at any time for any reason, without advance notice to Contractor.
- Other Documents; Policies and Procedures. Contractor hereby agrees to the terms of the Other Document and the Policies and Procedures and will act in accordance with the Other Documents and the Policies and Procedures, whether or not they are referred to in this Agreement. The Company may make changes to the Other Documents, the Policies Procedures and any other documents relating to the subject matter of this Agreement at the Company’s discretion, and without advance notice to Contractor. Contractor acknowledges and agrees (a) that she has read the IRG, (b) that the Company may revise the IRG from time to time, and (c) that she will check the Online Office frequently for any amendments to the IRG.
- Duration, Termination, and Surviving Provisions. This Agreement will be effective on the date executed by the Contractor below (as described in paragraph 21 below). In addition to the termination rights set forth in the IRG, either party may terminate the relationship and the permissions granted in this Agreement for any reason upon prior written notice to the other party. Regardless of whether this Agreement is terminated with or without cause, paragraphs 3, 5, 6, 8, 13, 14, 16, 17, and 18 of this Agreement will survive, and the Contractor is under an ongoing obligation to comply with those provisions after termination.
- Competition Restriction. Contractor will not, during the relationship provided by this Agreement and for a period of one year following the termination of the relationship for any reason, within any area in which Contractor has at any time displayed, promoted, or sold PURE ROMANCE™ merchandise or solicited or sponsored others to be partners in her Down Line do any of the following: (1) engage in a business similar to the Company’s business, including owning, operating, organizing, managing, directing, supervising, consulting with, or otherwise working for or being employed by such a similar business; (2) solicit any employee or other contractor of the Company (or a contractor of any entity controlled by, controlling or under common control with the Company) to become an employee, sales representative, dealer, consultant, or contractor for Contractor, for a business that sells products similar to the Company’s and/or PR LLC’s products, or sells products in a manner similar to the Company and/or PR LLC; (3) solicit any customers of the PURE ROMANCE™ network of contractors or any person who is or was a customer of Contractor during Contractor’s relationship with the Company to purchase merchandise similar to the Company’s merchandise from Contractor for a business other than the Company, or (4) upon achieving the level of Senior Director or higher independent contractor of the Company and in order to be eligible for the overrides and bonuses detailed in the Pure Romance Compensation Plan, represent, as an employee, sales representative, dealer, consultant, contractor, or otherwise, any direct sales or multi-level marketing company other than PURE ROMANCE™. For purposes of this Agreement, “business similar to the Company’s business” shall mean any business engaged, whether primarily or partially, in the distribution, sale or marketing of any products similar to the Goods, including but not limited to, relationship enhancement products, skin and body care products, health and beauty products and/or cosmetics. If Contractor breaches this provision, then in addition to any legal or equitable actions available to the Company, the one year restraint period will be tolled for the duration of the breach so that the Company obtains the benefit of this provision for a restraint period of one year. If the additional restraint period of one year from the termination of the relationship provided by this Agreement, as set out above, is adjudged by an arbitrator or a court of competent jurisdiction as being unreasonable, then that restraint period is to be substituted with a period of six months from the termination of the relationship. If a court of competent jurisdiction for an injunction in aid of arbitration, to compel arbitration or to enforce any arbitration, should find any other provision within this paragraph to be unenforceable, the Company and Contractor agree that the provision or provisions should be modified, to the extent necessary, to render them enforceable and the validity of the remaining provisions, which shall continue to be and remain of full force and effect, shall not be affected. Notwithstanding the manner in which the undertakings, covenants and restraints set out in this paragraph 13 have been grouped together or linked grammatically, each of the undertakings, covenants and restraints set out in this paragraph 13 shall be regarded as distinct and several covenants in respect of: each month of the restraint period; each restraint area; every activity falling within the activities specified in subparagraph (1) to (4) of this paragraph 13; every capacity in relation to a competitive business in which the Contractor is directly or indirectly prohibited from acting under this paragraph 13; and the remedies and rights available to the Company.
- Legal Action and Liquidated Damages. Contractor acknowledges that a breach of the restrictive covenants contained in this Agreement will cause irreparable harm to the Company for which there is no adequate remedy at law, and subject to the Dispute Resolution Agreement set forth in paragraph 18 below, shall entitle the Company to immediately terminate this Agreement and to seek injunctive relief to prevent any continuing breach by Contractor, as well as any other appropriate legal or equitable remedies, without being required to post bond or other security of any character, and without having to prove or otherwise establish the inadequacy of available remedies at law for the breach or threatened breach hereof. Furthermore, Contractor agrees that if Contractor violates the provisions of paragraph 4 relative to the sale, marketing, advertising for sale, or promoting of products on any website not authorized by the Company, then Contractor shall pay liquidated damages in the amount of $5,000 per unauthorized online sale. Contractor and the Company agree that the foregoing damages constitute reasonable compensation, are not a penalty, and that they have carefully considered the issue of damages and, after negotiation, have agreed that the damages in this paragraph 14 are a reasonable compromise after attempting to estimate what the actual damages would be as of the dates the Company and Contractor entered into this Agreement. In addition to the foregoing remedies, the Company expressly reserves and may exercise any other legal or equitable rights and remedies that may be available to it for a violation of the foregoing prohibitions.
Assignment. This Agreement is personal to Contractor, and Contractor may not assign or otherwise transfer any right, interest, or obligation of Contractor under this Agreement, in whole or in part, in any manner; provided, however, that Contractor may conduct her business through a proprietary company, sole trader or other legal entity with prior written notice to the Company and so long as Contractor is the sole and exclusive shareholder, member or owner of such entity (a “Permitted Assignment”). Any other transfer or assignment shall be void and a breach of this Agreement. In the event of a Permitted Assignment, Contractor acknowledges and agrees that the terms of this Agreement and the Company’s rights hereunder shall apply both to Contractor and her legal entity. This Agreement is freely assignable by the Company and shall be binding on each of the parties’ successors and permitted assigns.
- Third Party Beneficiary. PR LLC and the Company Releasees are hereby named as intended third-party beneficiaries with respect to the enforcement of its rights under of any provisions specifically referring to such party including without limitation, paragraphs 4, 5, 6, 7, 8, 10, 13, 14, 15 and 18 of this Agreement. Nothing herein requires any involvement by, responsibility of, or liability for the Company Releasees with respect to the relationship between Company and Contractor.
- Amendment, Waiver, and Applicable Law. This Agreement constitutes the entire understanding of the Company and Contractor concerning the subject matter of this Agreement and supersedes and replaces any prior or contemporaneous oral or written agreements, understandings, promises, or representations, including any prior partner agreement between the parties. Subject to the Company’s right to amend the IRG, this Agreement (except as set forth in paragraph 11 and as provided herein with respect to other documents or publications relating to the activities of Contractor) may be amended only by an agreement in writing signed by the Company and Contractor. No waiver of any obligation or provision in this Agreement will constitute a waiver of any other obligation or provision, and no waiver of a breach of any obligation or provision will constitute a waiver of another breach of the same obligation or provision. The interpretation and enforcement of this Agreement will be governed by the laws of the State in which Contractor resides, and both the Company and Contractor irrevocably submit to the non-exclusive jurisdiction of the courts of that State and the courts competent to determine appeals from those courts, with respect to any proceedings that may be brought at any time relating to this Agreement. The provisions of this Agreement are severable and the invalidity of any one or more provisions shall not affect the validity of any other provision. In the event that the arbitrator or court of competent jurisdiction determines that any provision of this Agreement or the application thereof is unenforceable in whole or in part, the parties hereto agree that the arbitrator or court, in making such determination, shall have the power to alter such provision to the extent necessary to make it enforceable, and that the Agreement in its reduced form shall be valid and enforceable to the full extent permitted by law.
- Class Action Waiver. Subject to, and without excluding, restricting or modifying any rights to which contractor is entitled under Schedule 2 to the Competition and Consumer Act 2010 (Cth) (the Australian Consumer Law), BY ENTERING INTO THIS AGREEMENT, CONTRACTOR UNDERSTANDS AND AGREES THAT CONTRACTOR IS GIVING UP ANY RIGHT TO COMMENCE, PARTICIPATE IN OR BE A PARTY TO, ANY CLASS, COLLECTIVE OR REPRESENTATIVE ACTION OR TO BRING ANY CLAIM JOINTLY OR COLLECTIVELY, AND THE ARBITRATOR OR A COURT HAS NO AUTHORITY TO PROCEED WITH ARBITRATION ON SUCH A BASIS. FOR THE AVOIDANCE OF DOUBT, CONTRACTOR AGREES TO ONLY BRING ARBITRATIONS OR SUITS ON AN INDIVIDUAL BASIS AND NOT AS A CO-CLAIMANT WITH ANY OTHER INDIVIDUAL(S). ANY DISPUTES CONCERNING THE VALIDITY OF THIS MULTI-PLAINTIFF CLASS, COLLECTIVE AND REPRESENTATIVE ACTION WAIVER WILL BE DECIDED IN A COURT OF COMPETENT JURISDICTION, NOT BY AN ARBITRATOR.
- Negotiation and Drafting. This Agreement was jointly negotiated and drafted by the parties and shall not be interpreted or construed in favor of or against any party on the ground that said party drafted the Agreement.
- RESTRICTION ON COMPETITION, DISCLOSURE OF PROPRIETARY AND CONFIDENTIAL INFORMATION, AND BUSINESS RELATIONSHIPS. I UNDERSTAND THAT THIS AGREEMENT AFFECTS MY RIGHT TO DISCLOSE OR USE THE COMPANY’S IP, PROPRIETARY INFORMATION OR CONFIDENTIAL INFORMATION DURING OR SUBSEQUENT TO THE TERM OF THIS AGREEMENT. I ACKNOWLEDGE THAT I AM NOT UNREASONABLY RESTRAINED BY THE COVENANTS CONTAINED IN PARAGRAPHS 4, 7, 8, 10 AND 13 ABOVE FROM ENGAGING IN DEVELOPMENT, SALES AND MARKETING ACTIVITIES IN THE SALE OF PRODUCTS SOLD BY THE COMPANY AND SPECIFICALLY, WITHOUT LIMITATION, THE SALE OF RELATIONSHIP ENHANCEMENT PRODUCTS, SKIN AND BODY CARE PRODUCTS, HEALTH AND BEAUTY PRODUCTS AND/OR COSMETICS. THE COMPANY AND I HEREBY ACKNOWLEDGE AND AGREE THAT THE COVENANTS CONTAINED IN THIS AGREEMENT ARE FAIR, REASONABLE AND NECESSARY AS CONSIDERATION FOR THE COMPANY’S EXTENSION OF THE VALUABLE TRADEMARK RIGHTS, BUSINESS METHODS, COMPENSATION AND BENEFITS AND IN ORDER TO PROTECT THE COMPANY’S IP, TRADE SECRETS AND OTHER PROPRIETARY INFORMATION AND CONFIDENTIAL INFORMATION. IT IS THE DESIRE AND INTENT OF THE PARTIES THAT THE PROVISIONS OF THIS AGREEMENT SHALL BE ENFORCED TO THE FULLEST EXTENT PERMISSIBLE UNDER THE LAWS OF THE STATE IN WHICH CONTRACTOR RESIDES. I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.
- Signatures. This Agreement may be executed in any number of counterparts and by the parties on separate counterparts. Each counterpart constitutes an original of this Agreement, and all together constitute one agreement. Contractor and the Company agree that this Agreement shall be accepted by electronic transmission of the “I Agree” displayed on the internet website or the Company. The Company shall return a copy of the signed Agreement to Contractor upon written request.
- Code of Conduct. Contractor acknowledges that she has read the Pure Romance Code of Conduct set forth in the IRG and agrees to follow and fully comply therewith.