NETWORK FRANCHISING, INC. INDEPENDENT CONTRACTOR AGREEMENT

NETWORK FRANCHISING, INC. INDEPENDENT CONTRACTOR AGREEMENT This Agreement is made effective as of the _____ day of _________, 20__, (the “Effective Date”) by and between Network Franchising, Inc., a Colorado corporation located at 6238 Red Canyon Drive, Unit A, Littleton, Colorado 80130 ("COMPANY"), and _____________________________, an individual, residing at ____________________________________________________________________ ("CONTRACTOR"). 1. SCOPE a. COMPANY engages CONTRACTOR, and CONTRACTOR accepts the engagement, in accordance with the terms and conditions set forth in this Agreement, in one of the following Positions: 1. 2. 3. 4. Sales Associate Business Opportunity Strategist Sales Manager Regional Vice President b. Any CONTRACTOR may begin at the Position of Sales Associate and may, at his or her sole discretion, exercise the option to work in good faith to attain higher Positions as set forth in this Agreement. c. CONTRACTOR will provide services for COMPANY, as set forth below, when requested by COMPANY and accepted by CONTRACTOR. d. CONTRACTOR will provide telephone sales services to COMPANY, which may include making sales calls and reading from prepared scripts, answering questions from Prospects of the COMPANY’S products, and other activities as agreed to by the parties (the “Services”). e. CONTRACTOR understands, and expressly agrees, that CONTRACTOR’s telephone conversations made or received while CONTRACTOR is performing his/her duties under this Agreement may be monitored by COMPANY. 2. INDEPENDENT CONTRACTOR STATUS a. Under the terms of this Agreement, CONTRACTOR is an independent contractor and not an employee, servant, partner, associate, or joint venturer of COMPANY. Although (1) COMPANY determines the Services to be provided by CONTRACTOR, (2) COMPANY may specify the desired results, and (3) a representative of COMPANY will monitor and may approve of all work completed by CONTRACTOR, COMPANY will not supervise CONTRACTOR in his/her day-to-day conduct nor otherwise exercise control over the means and manner by which he/she provides the Services. CONTRACTOR is not required to perform work exclusively for COMPANY. b. COMPANY is not responsible for withholding or deducting from CONTRACTOR's fees FICA or taxes of any kind, unless such withholding becomes legally required. COMPANY will not provide to CONTRACTOR, and CONTRACTOR is not entitled to receive unemployment compensation, medical insurance, or any other insurance or employee benefits from COMPANY. CONTRACTOR IS NOT ENTITLED TO WORKERS’ COMPENSATION BENEFITS. CONTRACTOR IS OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON ANY MONIES EARNED PURSUANT TO THIS INDEPENDENT CONTRACTOR RELATIONSHIP. c. CONTRACTOR agrees not to represent himself/herself as a partner, associate, or employee of COMPANY while engaged under this Agreement. 3. SALES COMMISSIONS AND SALES ORGAN IZATIONAL OVERRIDES a. DEFINITIONS: 1. As used in this Agreement, “Prospect” means a person or entity with a bona-fide interest in purchasing a Power Cell Point of Purchase Franchise from COMPANY, who was unknown to COMPANY prior to the Sales Lead (as defined below) being provided to CONTRACTOR, and who had no prior business relationship with COMPANY. BV refers to “Business Volume,” determined by the company on the selling price of the Power Cells. All commissions and overrides are paid on the BV value. Network Franchising, Inc. Independent Contractor Agreement (5-12-09) – Page 2 2. CONTRACTOR, as used in this Agreement: a. Performs the following Basic Sales Tasks: 1. Sells the COMPANY’s Point of Purchase Franchise to Prospects. 2. Attends regularly scheduled Training Conference Calls; or listens to the recorded Archive of such calls on the COMPANY’S training web site and sends an email summary of the call’s contents to patrickwherley@gmail.com or their respective EVP. 3. May, with the COMPANY’s permission, and at the COMPANY’s sole discretion, opt to establish Locations for Prospects. 4. Holds one of the following Positions, as defined under “COMPENSATION” below in this agreement: “Sales Associate” “Business Opportunity Strategist” “Sales Manager” “Regional Vice President” 3. “Purchase Price”, as used in this Agreement, means the price of the Point of Purchase Units paid by the Prospect to COMPANY, and does not include the handling and/or delivery charges paid to COMPANY. Commission does not include any locator service fees paid to COMPANY or any other party, except as specifically set forth under “LOCATION COMMISSIONS” below. 4. “Network Franchising Organization”, as used in this Agreement means the Contractors personally recruited by CONTRACTOR into the Network Franchising business, and all Contractors sponsored by those Contractors, and continuing through that sponsorship chain. b. COMPENSATION. As payment for CONTRACTOR'S services, COMPANY will pay to CONTRACTOR commissions as follows: 1. SALES ASSOCIATE a. DEFINITION. A Sales Associate must perform the Basic Sales Tasks as defined under this Agreement. b. POINT OF PURCHASE COMMISSIONS. For each Prospect who purchases Point of Purchase Units from COMPANY after speaking to CONTRACTOR, provided that CONTRACTOR has complied with all requirements of COMPANY as set forth in this Agreement, CONTRACTOR will receive a commission equal to ten percent (10%) of the Purchase Price actually received by COMPANY from the Prospect. COMPANY does not pay a commission to CONTRACTOR for Prospect’s deposits or other partial payments received by COMPANY. c. Power Cell Sales. Sales Associates receive a 15 % Commission on the sale of Power Cells (BV) through their Virtual Point of Purchase Web Site. This commission is paid once a month (end of the 2nd business week of the following month). d. Virtual Fund Raising. Sales Associates get paid a 10 % Commission on the Power Cell Sales ( BV ) through the Virtual Fund Raising Program that a Sales Associate sets up. This commission is on an on going basis as long as the Sales Associate is active. This commission is paid once a month (end of the 2nd business week of the following month). e. Qualifications – 1. Go through the training 2. Attend the sales conference calls 3. Follow the system 4. Monthly commitment to The Virtual Point of Purchase Web Site (also training site) $ 19.95 per mo. 5. Sales Associates must be active when sales are closed (w/entire funds coming in) in order to be paid Network Franchising, Inc. Independent Contractor Agreement (5-12-09) – Page 3 6. commissions. Commitment to a minimum monthly auto-ship of 1 carton ($75 plus shipping) Power Cells using credit card on file on last page of this application. 2. BUSINESS OPPORTUNITY STRATEGIST a. DEFINITION: A “Business Opportunity Strategist” under this Agreement: 1. MAY perform the Basic Sales Tasks as defined in this Agreement. 2. Purchases the Business Opportunity Strategist package from COMPANY. 3. May recruit other Contractors into his/her Network Franchising Organization. b. POINT OF PURCHASE SALES COMMISSIONS. For each Prospect who purchases Point of Purchase Units from COMPANY after speaking to a BUSINESS OPPORTUNITY STRATEGIST, provided that BUSINESS OPPORTUNITY STRATEGIST has complied with all requirements of COMPANY as set forth in this Agreement, CONTRACTOR will receive a commission equal to twelve percent (12%) of the Purchase Price actually received by COMPANY from the Prospect. COMPANY does not pay a commission to BUSINESS OPPORTUNITY STRATEGIST for deposits or other partial payments made by Prospects to COMPANY. c. Power Cell Sales. Business Opportunity Strategists receive a 20 % Commission on the Personal sale of Power Cells BV (through their Virtual Point of Purchase Web Site). The Business Opportunity Strategist receives a 2 % Override on the sale of Point of Purchase Units by Sales Associates in their organization. These commissions and overrides are paid once month (end of the 2nd business week of the following month). d. Virtual Fund Raising. Business Opportunity Strategists get paid a 12 % Commission on the sale of Power Cells BV sold through Virtual Fund Raising Groups personally set up by the Business opportunity Strategists. Business Opportunity Strategists also receive a 2% override on the Power Cell sales BV of Virtual Fund Raising Groups set up by sales Associates in their organization. These overrides are paid down the entire organization of the Business Opportunity Strategist to the next Business Opportunity Strategist, Sales Manager Or Regional Vice President. These commissions and overrides are paid once a month (end of the 2nd business week of the following month). e. QUALIFYING. Once CONTRACTOR has reached the Business Opportunity Strategist Position, he/she retains that Title and Position for the duration of this Agreement. However, to be paid the Business Opportunity Strategist commission for the business month, BUSINESS OPPORTUNITY STRATEGIST must qualify by: 1 Go through the training 2 Attend the sales conference calls 3 Follow the system 4. Monthly commitment to The Virtual Point of Purchase Web Site (also training site) $ 19.95 per mo Business Opportunity Strategists must be active when sales are closed w/entire funds coming in, in order to be paid commissions. 5. Power Cell Qualifications – Qualify by doing at least $ 600 BV worth of Power Cells (with no more than 50 % of the volume in anyone leg or organization - 50 % Rule). 7. Sales Managers must maintain a monthly personal volume of $ 100.00 (BV) worth of Power Cells to receive override bonuses. 3. SALES MANAGER a. DEFINITION: A “Sales Manager” under this Agreement: 1. MAY perform the Basic Sales Tasks as defined in this Agreement. 2. Purchases the Sales Manager package from COMPANY, or 3. May upgrade from the Business Opportunity Strategist Position by personally recruiting two (2) Sales Managers. Network Franchising, Inc. Independent Contractor Agreement (5-12-09) – Page 4 4. May recruit other Contractors into his/her Network Franchising Organization, and supports the efforts of those Contractors in COMPANY’s Programs. b. POINT OF PURCHASE SALES COMMISSIONS. For each Prospect who purchases Point of Purchase Units from COMPANY after speaking to CONTRACTOR, provided that CONTRACTOR has complied with all requirements of COMPANY as set forth in this Agreement, CONTRACTOR will receive a commission equal to fifteen percent (15%) of the Purchase Price actually received by COMPANY from the Prospect. COMPANY does not pay a commission to CONTRACTOR for deposits or other partial payments made by Prospects to COMPANY. c. OVERRIDE COMMISSIONS. 1. Sales Manager CONTRACTORS will receive an Override Commission equal to five percent (5%) of the Purchase Price actually received by COMPANY from the Prospect. on all Point of Purchase Franchise sales made by other Contractors underneath CONTRACTOR in his/her Network Franchising Organization, who are being paid at the ten percent (10%) commission level, provided there are no other Contractors being paid at the fifteen percent (15%) commission level or greater between CONTRACTOR and the Contractor generating the sale. 2. Override Commissions are calculated and paid by COMPANY upon the closing of business for the current calendar month, and are paid only on sales in which funds are received by COMPANY during the current calendar month. d. Power Cell Sales. Sales Managers receive a 30 % Commission on the Personal sale of Power Cells (BV) through their Virtual Point of Purchase Web Site.. And the Sales Manager receives a 15 % Override on the sale of Power Cells by Sales Associates and Business Opportunity Strategists in their organization. These commissions and overrides are paid once month ( end of the 2nd business week of the following month ). e. Virtual Fund Raising. Sales Managers get paid a 20 % Commission on the Power Cell Sales (BV) through the Virtual Fund Raising Program that they personally set up. Sales Managers also get paid an Override Commission of 10 % the Power Cell Sales (BV) sold through the Virtual Fund Raising Program set up by a Sales Associate or a Business Opportunity Strategist in their organization. These commissions and overrides are paid once month (end of the 2nd business week of the following month). This commission is on an ongoing basis as along as the Sales Associate is active. This commission is paid once a month (end of the 2nd business week of the following month). f. QUALIFYING. Once CONTRACTOR has reached the Sales Manager Position, he/she retains that Title and Position for the duration of this Agreement. However, to be paid the Sales Manager commission for the business month, CONTRACTOR must qualify by: 1. Build an organization that does at least $ 5,000.00 in sales of Power Cells (BV) with no more than 50 % of the volume in any one organization. 2. Remaining active in the Network Franchising Program under the terms and conditions of this Agreement. 3. Supporting the efforts of Contractors in his/her Network Franchising Organization, including participating in COMPANY’s regularly scheduled conference calls. 4. Sales Managers must maintain a monthly personal volume of $ 100.00 (BV) worth of Power Cells to receive override bonuses. 4. REGIONAL VICE PRESIDENT a. DEFINITION: A “ Regional Vice President ” under this Agreement: 1. MAY perform the Basic Sales Tasks as defined in this Agreement. 2. Build an Organization that does at least $ 20,000 per month in Power Cell Sales, with no more than Network Franchising, Inc. Independent Contractor Agreement (5-12-09) – Page 5 50% of the volume in any one organization. 3. May recruit other Contractors into his/her Network Franchising Organization, and supports the efforts of those Contractors in COMPANY’s Programs. b. POINT OF PURCHASE SALES COMMISSIONS. For each Prospect who purchases Point of Purchase Units from COMPANY after speaking to CONTRACTOR, provided that CONTRACTOR has complied with all requirements of COMPANY as set forth in this Agreement, CONTRACTOR will receive a commission equal to twenty percent (20%) of the Purchase Price actually received by COMPANY from the Prospect. COMPANY does not pay a commission to CONTRACTOR for deposits or other partial payments made by Prospects to COMPANY. c. OVERRIDE COMMISSIONS. 1. Regional Vice President CONTRACTORS will receive an Override Commission equal to ten percent (10%) of the Purchase Price actually received by COMPANY from the Prospect on all Point of Purchase Franchise sales made by other Contractors underneath CONTRACTOR in his/her Network Franchising Organization, who are being paid at the ten percent (10%) commission level, provided there are no other Contractors being paid at the fifteen percent (15%) or commission level or greater between CONTRACTOR and the Contractor generating the sale. 2. Regional Vice President CONTRACTORS will receive an Override Commission equal to five percent (5%) of the Purchase Price actually received by COMPANY from the Prospect on all Point of Purchase Franchise sales made by other Contractors underneath CONTRACTOR in his/her Network Franchising Organization, who are being paid at the fifteen percent (15%) commission level, provided there are no other Contractors being paid at the fifteen percent (15%) or commission level or greater between CONTRACTOR and the Contractor generating the sale. 3. Override Commissions are calculated and paid by COMPANY upon the closing of business for the current calendar month, and are paid only on sales in which funds are received by COMPANY during the current calendar month. d. Power Cell Sales. Regional Vice Presidents receive a 45 % Commission on the Personal sale of Power Cells (BV) through their Virtual Point of Purchase Web Site. And the Regional Vice President receives a 30 % Override on the sale of Power Cells by Sales Associates and Business Opportunity Strategists in their organization. Regional Vice Presidents receive a 15 % override on the Power Cell Sales (BV) made by Sales Managers and their entire organization, down to the next qualified Regional Vice President. These commissions and overrides are paid once month ( end of the 2nd business week of the following month). e. Virtual Fund Raising. Regional Vice Presidents get paid a 30 % Commission on the Power Cell Sales (BV) through the Virtual Fund Raising Program that they personally set up. Regional Vice Presidents also get paid an Override Commission of 20 % the Power Cell Sales (BV) sold through the Virtual Fund Raising Program set up by a Sales Associate or Business Opportunity Strategist in their organization. Regional Vice Presidents receive a 10 % override on the Power Cell Sales (BV) made by Sales Managers and their entire organization, down to the next qualified Regional Vice President. These commissions and overrides are paid once month (end of the 2nd business week of the following month). f. QUALIFYING. Once CONTRACTOR has reached the Regional Vice President Position, he/she retains that Title and Position for the duration of this Agreement. However, to be paid the Regional Vice President commission for the business month, CONTRACTOR must qualify by: 1. Building a Power Cell Business that does at least $ 20,000.00 (BV) worth of Power Cell Sales per month with no more than 50 % in anyone organization. 2. Remaining active in the Network Franchising Program under the terms and conditions of this Agreement. 3. Supporting the efforts of Contractors in his/her Network Franchising Organization, including participating in COMPANY’s regularly scheduled conference calls. 4. Regional Vice Presidents must maintain a monthly personal volume of $ 100.00 (BV) worth of Network Franchising, Inc. Independent Contractor Agreement (5-12-09) – Page 6 Power Cells to receive override bonuses. 4. WORK ASSIGNMENTS a. b. COMPANY will provide Sales Leads (defined as the names and telephone numbers of persons who have responded to COMPANY’S advertisements or other marketing efforts) to CONTRACTOR. If CONTRACTOR wishes to receive Sales Leads, he/she must attend regularly scheduled Franchise Sales Training Conference calls, or must listen to the Archived replay posted on the COMPANY’s Training Web Site and submit a summary of the contents of such call(s). CONTRACTOR will make telephone sales and follow-up calls in compliance with COMPANY’S scripts and procedures. COMPANY agrees to supply CONTRACTOR with any and all necessary information and materials needed to satisfactorily complete the work assigned under this Agreement. COMPANY may specify reasonable constraints on the time allowed for completion of the project, or hours to be spent completing the project. Upon being informed of the project and any constraints on the project, CONTRACTOR may either agree, or decline, to perform the project. CONTRACTOR agrees at all times to comply with the policies and procedures of COMPANY, as provided to CONTRACTOR from time to time. Once COMPANY has requested that CONTRACTOR perform a project and CONTRACTOR has agreed to perform the project, CONTRACTOR will use reasonable efforts to perform the project as agreed to by the parties. COMPANY may notify CONTRACTOR to cease working on the project at any time before its completion, but COMPANY agrees to pay CONTRACTOR his/her commissions earned for work performed up to that point. For purposes of this paragraph, notification to CONTRACTOR to cease working on the project shall be effective upon actual receipt of such notification by CONTRACTOR (in person, by telephone, or in writing by certified mail). c. d. e. f. 5. RESTRICTIONS ON REPRESENTATIONS BY CONTRACTOR a. CONTRACTOR has been advised by COMPANY that CONTRACTOR must not, at any time, make any statements or claims about actual or potential sales, revenues, costs, earnings, or profits (or similar statements or claims), that will or can be achieved or expected by purchasers of the COMPANY’S products—except as expressly permitted in writing by the president of the COMPANY. CONTRACTOR agrees at all times to fully comply with this provision. CONTRACTOR further agrees not to make any other statements, claims, or representations about the COMPANY or its products that are not approved by COMPANY. COMPANY will provide information about the statements and representations that CONTRACTOR can and cannot make regarding the COMPANY and its products. b. c. 6. CONFIDENTIALITY a. CONTRACTOR recognizes that some of the information provided to CONTRACTOR by COMPANY, including Sales Leads, customer lists, telephone scripts and other sales presentation information, contacts, and business sources, is confidential, constitutes trade secrets, and will remain the sole and exclusive property of COMPANY. CONTRACTOR agrees that he/she has no rights to the Sales Leads or customer lists provided by COMPANY, whether the original intent for such leads is as potential prospects for franchise sales, or Network Franchising, which remain assets of the COMPANY, or to contact COMPANY’S customers or potential customers, except on behalf of COMPANY and in accordance with the provisions of this Agreement. CONTRACTOR further agrees to: Network Franchising, Inc. Independent Contractor Agreement (5-12-09) – Page 7 b. Keep secret and retain in the strictest confidence, all confidential matters of COMPANY, including, trade secrets, “know-how,” Sales Leads, customer lists, operational methods, and any other business affairs of COMPANY; and not to disclose this information to anyone outside COMPANY, except in the course of performing his/her duties under this Agreement or with COMPANY'S prior written consent. Promptly deliver to COMPANY upon the expiration or termination of this Agreement for any reason whatsoever, or at any time that COMPANY may so request, all Sales Leads, customer lists, memoranda, notes, records, reports, manuals, and other documents (and all copies of them) relating to COMPANY'S business that CONTRACTOR possesses or controls. c. d. If CONTRACTOR breaches any of the provisions of this Section or the following Section, COMPANY will have the following rights: e. The right to have the provisions of this Agreement specifically enforced by any court of competent jurisdiction, it being acknowledged that any such breach will cause irreparable injury to COMPANY, and that money damages will not provide an adequate remedy to COMPANY. The right to pursue any other remedy, at law or in equity. f. If any of the covenants contained in this Agreement is held to be unenforceable because of the duration or scope of the provision, the parties agree that the court making the determination will have the power to reduce the duration and/or scope of the provision to the maximum restriction permitted by law, and in its reduced form, the provision will then be enforceable. g. This confidentiality provision will survive termination and expiration of this Agreement, and remain in full force and effect. 7. COVENANT NOT TO COMPETE; NO DIVERSION OF CUSTOMERS a. The CONTRACTOR acknowledges that the COMPANY will be providing him/her access to commercially valuable information that constitutes trade secrets of the Company including without limitation, operations, marketing, advertising, sales leads and related information and materials and that considerable time, effort and expense went into its compilation. The CONTRACTOR therefore agrees that during the term of this Agreement, and for a period of one year after the termination of this Agreement for any reason, CONTRACTOR must not engage in any business in competition with any business of the COMPANY. The provisions of this paragraph bind CONTRACTOR in any capacity, including as an independent contractor, sole proprietor, partner, limited partner, employer, franchisor, franchisee, stockholder, officer, director or employee. “Competition” means the franchising or operation of a business similar to COMPANY engaged in the sale of franchises or business opportunities . The term of this covenant will be extended by any time consumed in litigation or arbitration to enforce it in the trial and appellate courts (if any) or arbitration proceeding. b. At any time after the Effective Date of this Agreement, CONTRACTOR will not divert or attempt to divert any business, customers or potential customers of COMPANY to any business in competition with COMPANY, by direct or indirect inducement or otherwise. In addition, CONTRACTOR will not intentionally do or perform any act, directly or indirectly, which harms the goodwill or reputation of COMPANY, its officers, directors, employees, agents, or businesses. 8. TERM/TERMINATION a. The term of this Agreement will commence as of its effective date, and will continue indefinitely thereafter; until and unless terminated by either party as specified below. Network Franchising, Inc. Independent Contractor Agreement (5-12-09) – Page 8 b. Either party may terminate this Agreement at any time before its expiration date by giving written notice to the other party. Upon termination by either party, COMPANY will pay to CONTRACTOR, in accordance with the provisions above, all commissions earned by CONTRACTOR for Services performed up to the date of termination. Notification of termination will be deemed to be given when actually received by the party being notified (either CONTRACTOR or an employee of COMPANY). 9. NOTICES. Any notices required or contemplated under the terms of this Agreement, or by law, may be given by personal delivery, certified mail or return receipt email (or as otherwise specified above), directed to the appropriate party at the address above, or such other addresses as any party may designate in writing prior to the time of the giving of such notice. NO WAIVER. Failure of either of the parties to insist upon the strict performance of the terms and conditions of this Agreement will not constitute or be construed as a waiver or relinquishment of the right to thereafter enforce any such term or condition, and it will continue in full force and effect. 10. 11. DISPUTE RESOLUTION. Except for actions brought that are related to or based on the misappropriation of the Company's confidential information or trade secrets, copyrights or other intellectual property or for specific performance of this Agreement (which actions the Company at its option, may bring in a court of competent jurisdiction), all controversies, disputes or claims between the Company, its subsidiaries and affiliated companies or their shareholders, officers, directors, agents, employees and attorneys (in their representative capacity) and the Contractor arising out of or related to: (1) this Agreement (2) the relationship of the parties hereto; or (3) the validity of this Agreement shall be submitted for arbitration to the Denver, Colorado Office of the American Arbitration Association on demand of either party. Such action will be heard by one arbitrator in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. The arbitrator will have the right to award or include in the award any relief which he deems proper in the circumstances, including, without limitation, money damages (with interest on unpaid amounts from the date due), specific performance; however, the arbitrator will not award exemplary or punitive damages. The prevailing party is entitled to attorney’s fees and costs including any attorneys' fees and costs for compelling arbitration. The CONTRACTOR and the COMPANY agree that arbitration will be conducted on an individual, not a class-wide, basis and that an arbitration proceeding between the COMPANY and the CONTRACTOR will not be consolidated with any other arbitration proceeding involving the Licensor and any other person, corporation or partnership. Notwithstanding anything to the contrary contained herein, the COMPANY shall have the right in a proper case to obtain temporary or preliminary injunctive relief from a court of competent jurisdiction. The COMPANY and the CONTRACTOR agree that the COMPANY may have such temporary or preliminary injunctive relief, without bond (or if a court of competent jurisdiction determines a bond is required, such bond shall in no event exceed $500). 12. APPLICABLE LAW. The laws of the State of Colorado shall govern the construction of this Agreement and the relationship of the parties under this Agreement. The U.S. Federal Arbitration Act shall govern all questions about the enforceability and scope of Section 11. The COMPANY and the CONTRACTOR have negotiated regarding a forum in which to resolve any disputes that may arise between them and have agreed to select a forum in order to promote stability in their relationship. Therefore, if a claim is asserted in any legal proceeding involving the COMPANY and the CONTRACTOR that is not covered by arbitration, both parties agree that the exclusive venue for disputes between them shall be in the state and federal courts of Colorado and each waive any objection either may have to the personal jurisdiction of or venue in the state and federal courts of Colorado. The COMPANY and the CONTRACTOR each waive their rights to a trial by jury. 13. PARTIAL INVALIDITY. If any part of this Agreement is deemed to be invalid, the parties agree that the remaining provisions will continue in full force and effect. 14. Network Franchising, Inc. Maintains the right to change or alter the Sales Compensation Plan, with a 30 day Network Franchising, Inc. Independent Contractor Agreement (5-12-09) – Page 9 written notice to sales associates, Business Opportunity Strategists, Sales Managers, and Regional Vice Presidents. 15. ENTIRE AGREEMENT. This Agreement constitutes a full and final expression by the parties and supersedes all prior oral or written negotiations. Any amendments to this Agreement must be made in writing. SPONSORSHIP Name and Phone Number of the person that sponsored you ( brought you to Network Franchising, Inc. ) Name of Sponsor _________________________ Phone # ___________________ ( include area code ) INITIAL ORDER Initial order requirement (& monthly auto ship requirement) is minimum 1 carton of Power Cells and The Virtual Point of Purchase Web Site (also training site). POWER CELLS 1. Cherry Power Cells – 2 pack 30 - two pack Power Cells Per carton ( 60 total Power Cells ) 2. Mocha Power Cells – 2 pack 30 - two pack Power Cells Per carton ( 60 total Power Cells ) 3. Cherry Power Cells – Tube 10 tubes with 6 Power Cells Per tube. Per carton ( 60 total Power Cells ) 4. Mocha Power Cells - Tube 10 tubes with 6 Power Cells Per tube. Per carton ( 60 total Power Cells ) $75.00 per carton X ____ Cartons = $ _______ $75.00 per carton X ____ Cartons = $ _______ $75.00 per carton X ____ Cartons = $ _______ $75.00 per carton X ____ Cartons = $ _______ Total – Cartons _____ X $ 75.00 = $ _______ Shipping $ 8.00 per carton X #____Carton = $ _______ Mandatory Point of Purchase Web Site $ 19..95/mo (Power Cells, web site & Shipping) CREDIT CARD Visa ___ MasterCard ___ $ _______ GRAND TOTAL $ ________ Credit Card # ________________________________________ Exp. Date ______ Code on back: _______ Name on the Card : __________________________________ Billing Address : __________________________________ __________________________________ Check Online Name on the Check : __________________________ Address : __________________________ __________________________ Phone # __________________________ Network Franchising, Inc. Independent Contractor Agreement (5-12-09) – Page 10 Bank : __________________________ Routing Number ___________________________ ( 9 digit number on far left side of the check ) Account Number ___________________________ ( Numbers to the right of the Routing Number ) Check # ( you want to designate ) __________ CONTRACTOR: Signature: ______________________________________ Print Name: ____________________________________ Business Address: Day Phone: ____________________ Evening Phone: ____________________ Name of Present Employer: (Write in “Self,” if self-employed) Social Security Number: or Tax ID No. ____________________ Date of Birth: Email Address (Please Print Clearly): ________________________________________ NETWORK FRANCHISING, INC. By: ___________________________________ Patrick Wherley President