Just Jewelry Consultant Agreement


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Just Jewelry Consultant Agreement Consultant Information Last Name: First: MI:______________ Social Sec NO: Birth Date:______________________________________________________________ Home Address:__________________________________________________________________________________________________________________________ City: State: Zip: County:______________________________________________ Home Phone: Cell Phone:______________________________________________________________ Email: UPLINE:______________________________________________ Just Jewelry Agreement This Just Jewelry Consultant Agreement (the “Agreement”) must be signed and completed and shall not be valid without a method of payment specified in writing, actual receipt of payment for a Just Jewelry sign on kit (of which $75 is non-refundable), your Social Security number, date of birth and signature. By your signature below, you verify that the information above and in this Agreement is correct, that you are at least 18 years or older, that you have read and understand all of the general terms and conditions of this Agreement as stated in this document, and that you hereby accept and agree to those terms and conditions in their entirety. New Consultant’s Signature:

Date:_______________________

As a Just Jewelry Consultant, I understand and agree that my relationship with Just Jewelry shall be gover ned by the terms and conditions of this Agreement as follows: 1. Definition of this Agreement. In addition to this Agreement, I agree to be fully bound by the Policy and Procedure Manual (the “Manual”), a copy of which I have read, as may be changed or amended from time to time only by Just Jewelry and which is expressly incorporated in its entirety into this Agreement by reference. To the extent not reflected in those documents, my agreement with Just Jewelry also requires me to employ the utmost integrity, honesty and responsibility in my behavior and actions in dealing with Just Jewelry, my customers and my fellow Consultants, including without limitation, presenting and promoting Just Jewelry products in an accurate and truthful manner. All of the terms, conditions, duties and obligations reflected in this Agreement and the Manual constitute my agreement with Just Jewelry, and any reference to the “Agreement” shall include all of those terms, conditions, duties and obligations. 2.

Independent Contractor Status. I am entering this Agreement as an independent contractor and not an employee of Just Jewelry. I will have and maintain full control of the manner and means of my performance under this Agreement and I will be solely responsible for calculation and payment of all applicable income, self-employment, and any other taxes applicable to my status as a Just Jewelry Consultant under this Agreement. I will not be eli gible for and will not participate in any pension, health or fringe benefit plan sponsored by Just Jewelry and will not be eligible or covered by its workers’ compensation or unemployment insurance or related coverage. I am not entering into a partnership or joint venture with Just Jewelry, nor will I have power or authority to bind Just Jewelry in any way or incur any debt, obligation or liability on its behalf. I am not an agent of Just Jewelry in any capacity except as specifically stated in this Agreement.

3.

Products Purchased from Just Jewelry. I understand that I will be charged for a Just Jewelry sign on kit. I understand that I must make a jewelry purchase within each rolling 12 months. I also understand that in order to be a Qualifying Consultant, I must purchase $399 in qualified wholesale jewelry within each rolling 12 month period. I understand that local sales tax will be added to all of my orders based on the retail value and will be reported to the proper taxing authority by Just Jewelry. I will collect and, if I am required to do so, remit sales taxes in accordance with state/local law and regulations .

4.

Services to be Performed by the Consultant. I agree to promote and sell Just Jewelry product by personally conducting informational presentations through Shows/Open Houses and community events using the Just Jewelry’s confidential system of direct sales. All such presentations shall be conducted in accordance with all applicable laws, ordinances, and regulations. I will sell Just Jewelry products only to vendors and ultimate consumers in person and will not sell or display Just Jewelry products or conduct presentations via electronic means, including television and the Internet, without prior written approval from Just Jewelry and in accordance with Paragraph 5. I will provide vendors and customers with a written receipt of their purchase. This receipt will indicate price paid, taxes collected and the Just Jewelry exchange policy. I will display earrings only on the earring cards provided by Just Jewelry. I will purchase and use only those postcards, bags, receipt books, business cards and flyers produced, issued and approved by Just J ewelry for use with any product purchased or sold under this Agreement. Recruiting Consultants. When I recruit an applicant to become a Just Jewelry consultant and they become a Qualified Consultant, I will be eligible for commission on their orders. Just Jewelry will track my down lines orders and I will receive a percentage of the recruit’s total monthly jewelry purchases as outlined more fully in the Manual. Commission will be issued in the form of direct deposit for US consultants and a paper check for Consultants outside the U.S. In order to receive any commission or bonuses, I must be a Qualified Consultant with Just Jewelry during the month the commission or bonuses were earned and as of the check issue date and have met all guidelines as set forth in the Manual. I will be responsible for training and assisting my down lines. I will be eligible to receive commission from an unlimited number o f first line recruits. Commissions on additional tiers are available once I reach certain Just Jewelry leadership levels as explained in the Manual.

5.

Use of Just Jewelry Intellectual Property. I acknowledge that, upon execution of this Agreement, Just Jewelry has granted me a limited, non -exclusive license to use its trademarks, service marks, trade names, patents and copyri ghted materials (collectively “Intellectual Property”), all of which is owned solely by Just Jewelry, and that my use of Just Jewelry Intellectual Property is strictly limited by the terms of the Manual. I may use Just Jewelry Intellectual Property only after obtaining written permission from Just Jewelry prior to use, or where the Just Jewelry Intellectual Property appears on materials distributed by Just Jewelry for use by Consultants. I agree to use only written, recorded or other promotional or advertising materials that have been produced, distributed and have been previously approved in writing by Just Jewelry for all activities under this Agreement. All rights and licenses granted in or under this Agreement shall terminate automatically upon the termi nation of this Agreement.

6.

Sales of Just Jewelry Product. I agree to sell all Just Jewelry products to the public or vendors at the prices set by Just Jewelry. I can place these products on sale or run a promotion that would reduce the cost to the consumer, however I cannot sell any products at prices higher than those set by Just Jewelry. I will sell earrings displayed on Just Jewelry earring cards only. All other jewelry product will be unpackaged upon receipt from Just Jewelry and displayed prior to my selling them to the public/vendors. I understand that the products I purchase from Just Jewelry cannot be returne d or exchanged. However, if I receive products that are damaged during the shipping process, I can return them for exchange but only if done so within thir ty (30) days of receipt. I am responsible for the shipping charges incurred.

Just Jewelry Consultant Agreement 7.

Sales of Other Products. While this Agreement is in effect, I will not market, sell, offer for sale to anyone, or promote any necklac es, bracelets, earrings, watches, toe rings, ankle bracelets or rings or ancillary products related to Just Jewelry business other than those distributed by Just Jewelry or approved in writing by Just Jewelry.

8.

Termination of Agreement. a. Termination without Cause. This Agreement is effective from the date of acceptance by Just Jewelry and will be automatically renewed as long as you are a Consultant unless terminated by either party upon thirty (30) days prior written notice to the other party. b. Automatic Termination. This Agreement will terminate automatically as provided in paragraph 3. c. Termination With Cause. Just Jewelry may immediately terminate this Agreement without notice in the event of my death, insolvency, assignment for benefit of creditors, or misrepresentation in or breach of any provision of this Agreement.

9.

Events upon Termination of this Agreement. Upon termination of the Agreement, a. I will (i) within five (5) days of termination pay all amounts due and owing to Just Jewelry; (ii) cease representing myself as a Just Jewelry Consultant, and (iii) be ineligible to receive any unaccrued or accrued compensation, commis sion or benefits as a Consultant. b. I will cease all use of Just Jewelry Intellectual Property and Confidential Information and will cease holding Home Shows, Op en Houses, or selling to other vendors. c. For and during the eighteen (18) full months, or five hundred forty (540) days, whichever is longer, immediately following the date of termination of this Agreement for any reason, I will NOT: (i) engage in similar sales of products offered for sale by Just Jewelry, or (ii) call upon, solicit, or sell to current customers of Just Jewelry or prior customers of Just Jewelry, who have conducted any business with Just Jewelry or Consultants of Just Jewelry at any time (collectively, “Customers”). Further, in the event I call upon, conduct, solicit, or attempt to cond uct business with Just Jewelry or Customers or Consultants, under the terms herein, then I expressly agree to the provisions of Paragraph 14, and that they be fully enforced in this event under this paragraph.

10. Transferability. Neither this Agreement nor my Just Jewelry business may be transferred or assigned by me at any time without the prior written consent of Just Jewelry. 11. Entire Agreement. This Agreement supersedes all prior communications, understanding and agreements between the parties, written and oral, and contains the entire agreement between the parties relating to its subject matter. Just Jewelry may amend this Agreement without prior notice, at any time, effective upon publication or transmittal of such amendment in official company publications, literature or voice mail as applicable. In the event of any conflict between the terms of this Agreement or any other document and such amendment, the amendment shall control. 12. Indemnification/Offset. I will indemnify, save, protect, defend and hold harmless Just Jewelry, its subsidiaries and affiliates, and all of its officers, directors, employees, representatives, agents, assigns and contractors from and against any and all claims, dema nds, liens, losses, penalties, fines, judgments, damages, liabilities, causes of action, administrative complaints, costs of defense (including, without limitation , reasonable legal fees, expert fees, court costs, mediation costs, arbitration costs, accounting fees, and any and all other expenses) and/or expenses (collectively, “Damages”), directly or indirectly arising out of or resulting from my: (a) action, inaction and/or activities as a Consultant including without limitations, any unauthorized representations made by me; (b) breach of the terms of the Agreement and/or the Manual; or (c) violation of or failure to comply with any applicable federal, state or local law or regulation. 13. Cumulative Remedies/Waiver: All rights, powers and remedies given to Just Jewelry are cumulative, not exclusive and in addition to any and all other rights and remedies provided by law. No failure or delay of Just Jewelry to exercise any power or right under this Agreement or to insist upon strict compliance by me with any obligation or provision shall constitute a waiver of Just Jewelry’s right to demand exact compliance therewith. Waiver by Just Jewelry can be effective only in writing by an authorized office r of Just Jewelry. 14. Injunctive Relief. Upon any breach of this Agreement by me, Just Jewelry will be immediately and irreparably harmed and cannot be made whole solely by monetary damages. Because the remedy at law for any breach of any provision of this Agreement shall be inadequate, in addition to any other remedies in law or in equity that it may have, Just Jewelry shall be entitled, without the necessity of proving actual damages, to temporary and permanent injunctive relief to prevent the breach of any provision of the Agreement and/or to compel specific performance of this Agreement. In addition, Just Jewelry shall be entitled to its cost and expenses, including reasonable attorneys’ fees and expert fees, in enforcing its rights under this Agreement. 15. Other Terms. a. I have full legal capacity to enter into this Agreement in the sta te in which I reside. I agree to comply with all laws, rules and regulations governing the conduct of my business. b. There are no territorial restrictions on the conduct of my business within the United States, Puerto Rico, or Canada (except Manitoba). c. If any portion of this Agreement is judicially determined to be invalid, that invalidity will not affect the remaining portion of provisions of this Agreement. d. The headings in this Agreement are inserted for convenience only and are not binding terms of the Agr eement. e. All written notices required by this Agreement to be given to me shall be sent certified mail with return receipt requested. 16. Governing Law/Venue. The provisions of this Agreement shall be governed by, construed and enforced in accordance with, the laws of the State of Oh io without regard to its conflict of laws or rules. The parties hereby designate all courts of record sitting in Montgomery Coun ty, Ohio, both state and federal, as forums where any action, suit or proceeding in respect of or arising out of this Agreement or the transactions contemplate d by this Agreement must be prosecuted as to all parties, their successors and assigns, and by the foregoing designation the parties consent to the jurisdiction and venue of such courts. Agreement received and accepted by Just Jewelry:

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Printed Name of Consultant

Printed Name of Authorized Representative

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Signature of Consultant

Signature of Authorized Representative

Date

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