2. As an HC, I will market the MDG customer memberships and products/services as an independent contractor and without the direction or control of my activities by MDG.
3. Qualifications: I am of legal age in the state where I reside, am legally competent and legally authorized to work in the United States. I understand that I must be in compliance with this Agreement to be eligible to earn and receive commissions and other compensations from MDG.
4. I understand and agree that in order to become and remain a commissionable HC each month as to memberships sold I must have personally enrolled, at any time, the number of non-HC Members applicable to my position and Rank as an HC and who are active(paying) Members during each monthly commission period.
5. Independent Contractor Status: I agree that my relationship as an MDG is that of independent contractor. I am not an employee, agent, legal representative or employee of WIN or its affiliates, and I will not make any representations otherwise. I may not bind the Company to any agreement or obligation. I am solely responsible for the determining my activities in the conduct of my HC business and for paying all expenses I incur, including but not limited to travel, food, lodging, office, permits and license fees and all other expenses, whether business or personal. I will not be treated as an employee of MDG for federal or state tax purposes. I am responsible for all liability, health, disability, workers’ compensation and other insurance.
6. As an independent contractor, I am solely responsible for the payment of all federal, state and local taxes, including, but not limited to, self-employment, withholding, unemployment and Social Security taxes, and any other taxes which may be attributable to my activities and earnings under this Agreement. To the extent required by law, I am responsible for the payment of any taxes applicable to my HC business.
7. Termination: I may terminate this Agreement for any reason, at any time, by giving MDG written notice delivered to the Company’s Home Office by Mail, courier service or email.
The Company may terminate this Agreement or impose disciplinary action on me immediately upon written notice in the event that I breach this Agreement.
8. I will operate my HC business in a lawful and ethical manner and perform my obligations as a HC with honesty and integrity and in compliance with all federal, state and local laws.
9. Support: I acknowledge that as an HC I must support and maintain regular communication with and support to all HCs I personally sponsor, as well as those in my commissionable HC downline sales organization.
10. Proprietary Rights/Use of Materials: I acknowledge that MDG’s present and future trademarks, service marks, trade names, patents and copyrighted materials are owned solely MDG or its licensors, and that use of such marks and materials by me must be in compliance with MDG’s written policies. I agree to use only written, recorded or other promotional or advertising materials which have been produced by MDG and/or approved in writing by the Company prior to their use. I hereby transfer all proprietary rights in and to any materials that I produce regarding the MDG sales program, products and/or services to the Company in perpetuity (including but not limited to all information posted on my Company Web page). I agree to assist MDG with any requirements necessary to protect such rights.
11. I agree that MDG has the exclusive proprietary ownership of its Healthcare Consultants and Member lists and information, and in all operating, financial and marketing materials in any way related to this Agreement;and that all such information is confidential. I shall not disclose such information to any third party except in strict accordance with this agreement;that such information is confidential and I shall not use such information, nor assist others to do so, to sell products or services other than offered by MDG nor in connection with any other business during terms of and after termination of this Agreement. Upon termination or nonrenewal of this Agreement, I immediately shall cease all use of the proprietary and confidential information.
I understand and agree that all members and Consultants I enroll or sponsor on behalf of MDG are exclusively the Members and Affiliates of MDG. During the term(s) of this Agreement and for 120 days thereafter, I will not, directly or indirectly, (i) market, offer or sell products or services that compete with, or are similar to, those offered by MDG or (ii) otherwise solicit, divert, take away or interfere with any of the customers, employees or business of the Company or its Consultants. During the term of this Agreement and, for 120 days thereafter, I will not, directly or indirectly, on behalf of myself or any other individual or company, solicit or induce any MDG or Member whom I have not personally sponsored or enrolled, or any employee of MDG or its Consultants to any business opportunity.
13. I agree to indemnify and hold MDG and its affiliated companies, and their respective officers, directors and employees (the “Indemnified Parties”), jointly and severally, harmless from and against any and all alleged claims, damages, expenses, fines or penalties, including any attorneys’ fees, arising out of my (i) activities as an HC including, without limitation, any unauthorized representations or slamming activities;(ii) breach of the terms of this Agreement;or (iii) violation of or failure to comply with any applicable federal, state or local laws or regulation. I agree that none of the Indemnified Parties shall be liable, jointly or severally, to me for: (i) any loss or damage incurred by me arising in connection with the performance of MDG or its affiliated companies obligations to MDG members, including the provision of products or services;(ii) economic loss, including without limitation loss of profits, revenues or anticipated income;(iii) loss of goodwill or business opportunity;or (iv) for any indirect, special, punitive, incidental or consequential loss or damages, howsoever arising.
14. MDG reserves the right to amend these Terms and Conditions, the HC Policies and Procedures and Compensation Plan, company materials and product and service prices from time to time, in its sole discretion, which modifications shall become a binding part of this Agreement. Such amendments shall be published by email to HCs and shall become effective five (5) days after publication.
15. Assignment: This Agreement may not be sold, pledged or assigned by me except as expressly permitted by MDG, which may withhold its consent in its sole discretion.
16. I acknowledge that I have not received any representation or statement from or on behalf of MDG or any other person that (i) my HC business may, can or will generate income or be profitable;(ii) I can earn back any investment in training, product, services and/or sales aids;(iii) MDG will make up any financial losses which may occur;or (iv) any particular product or service will be offered. I shall not represent, directly or indirectly, that any person may, can or will have any potential or actual earnings or profit, or that sponsorship of other HCs or the enrollment of Members is easy to secure or retain.
17. Governing Law: This Agreement shall be governed by and construed and enforced under the laws of the State of Texas without regard to conflicts of law principles.
18. Arbitration: Except as set forth herein, any dispute between MDG or its affiliated companies and service providers and myself, including but not limited to, those arising out of or relating to this Agreement shall be exclusively resolved by binding arbitration. Arbitration shall occur in Austin, Texas under the Commercial Rules of the American Arbitration Association. Each party shall be solely responsible for their own fees and costs. The arbitrator may award, in addition to declaratory relief, contract damages and injunctive relief. An arbitration award may be enforced in any court of competent jurisdiction. This provision shall not prohibit either party from seeking or obtaining preliminary or permanent injunctive or other emergency relief in any court of competent jurisdiction.
19. Waiver of Class Action: In recognition of the consideration provided to me for the opportunity of being an HC, I expressly waive and disclaim any right to bring any claim in any and all forums as a class action or as a private attorney general. I may not serve as a class representative or a member of a class in litigation adverse to MDG.
20. Louisiana and Montana Residents Only: Louisiana residents arbitrate in Baton Rouge, Louisiana. Montana residents may cancel this Agreement within fifteen (15) days from the date of enrollment and receive full refund of all sums paid to WIN less commissions received.
21. This Agreement supersedes all prior or existing oral or written agreements between the parties. No other additional promises, representations, guarantees or agreements of any kind, whether oral or written, shall be valid unless expressly agreed to in writing and signed by an authorized officer of MDG.
22. Any communication, notice or consent to be given under this Agreement by a party to the other party shall be in writing and shall be either (i) personally delivered;(ii) delivered by electronic communication, whether by email or telecopy (if confirmed in writing sent by registered or certified mail, postage prepaid, return receipt requested);(iii) delivered by registered or certified mail, postage prepaid, return receipt requested;or (iv) delivered overnight express delivery service to the address provided in this Agreement. Any such communication, notice or consent shall be deemed to have been duly given or served on the date personally served if by personal service or overnight delivery, on the date of confirmed dispatch if by electronic communication, or on the date shown on the return receipt or other evidence of delivery, if mailed.
23. All rights, powers and remedies given to MDG by this agreement are cumulative, not exclusive and in addition to any and all others and remedies provided by law. No failure or delay by MDG to exercise any power or right under this Agreement or to insist upon strict compliance with any obligation or provision shall constitute a waiver of the MDG’s right to demand exact compliance therewith.
24. Severability: If under any applicable law or rule of any applicable jurisdiction, any provision of the Agreement is held to be invalid or unenforceable, the remainder of the Agreement will be interpreted as best to effect the intent of the parties hereto. The remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from the Agreement.
Notice of Right to Cancel
DATE OF TRANSACTION
You may CANCEL this business transction, without any penalty or obligation, within FIVE BUSINESS DAYS from the above date (FIVE BUSINESS DAYS for Alaska residents, FIFTEEN BUSINESS DAYS for Montana residents). If you cancel, any property traded in, any payments made by you under the contract or sale, and any negotiable instrument executed by you will be returned within TEN BUSINESS DAYS following receipt by the seller of your cancellation notice, and any security interest arising out of the transaction will be canceled. To cancel this transaction, mail or deliver a signed and dated copy of this Cancellation Notice or any other written notice, or send an email, to MDG (email xxxxx)) NOT LATER THAN MIDNIGHT of the fifth business day following the date set forth above.
I HEREBY CANCEL THIS TRANSACTION.