Vendor Sales Manager License Terms and Conditions

 

1. GENERAL AGREEMENT.

1.1 Luichi hereby engages Vendor Sales Manager as an independent vendor sales manager of the Company. License. In accordance with and subject to the terms and conditions hereof, Luichi hereby grants to Vendor Sales Manager and Vendor Sales Manager hereby accepts from Luichi, a nonexclusive right to serve as a Vender Sales Manager (hereinafter referred to sometimes as "VSM") in the territory of __________________________________ ("Assigned Region"). Luichi and VSM each has the right to terminate this Agreement and VSM's nonexclusive license granted hereunder at any time.

1.2 Luichi Network Operation and Ownership. The Luichi Network shall be operated by Luichi for the benefit of Luichi in accordance with, and subject to the terms and conditions of this Agreement. Luichi reserves the right to modify the Luichi Network, including the features and functionalities of the network, from time to time as Luichi deems appropriate in its reasonable discretion, upon thirty (30) days prior written notice to VSM. The Luichi Network shall be the sole property of Luichi, except for any such elements of the foregoing that may be licensed to Luichi by third parties and then except only as set forth in any such license agreement. VSM shall have no interest in the Luichi Network or any part thereof, except for such rights that are expressly granted to VSM in this Agreement.

2. DUTIES OF VSM.

VSM agrees to perform the following services:

2.1 VSM shall confirm to the Luichi Code of Conduct and Rules of Participation as in effect as of the date of this Agreement and as may be modified, added or otherwise revised by Luichi from time to time in Luichi's sole and reasonable discretion.

2.2 VSM will be responsible for recruiting Service Providers, Store Provider, Manufacturer Members and Wholesaler Representatives (collectively referred to as "Providers") and having them execute agreements with Luichi in Luichi's then current form.

2.3 VSM will be responsible for responding to all queries and communications from Providers it has recruited within 24 hours.

2.4 All payments and other financial transactions will be conducted through the Luichi.

2.5 VSM will be responsible for addressing all Providers' issues that may arise,.

2.6 VSM will manage those sales persons (SP) below him to assist them in the performance of their duties for and on behalf of the Luichi, and assume all the responsibilities for the management.

2.7 VSM shall maintain a physical office of no larger than 2,000 square feet and no small than 1,500 square feet by his/her own costs and expenses from where he/she may manage those sales persons under him/her, or work with them and otherwise is in compliance with all rules and regulations that Luichi develops from time to time relating to the hiring of SPs. (which can be negotiate based on location of business).

3. COMMISSIONS.

3.1 General. VSM shall receive the commissions from Luichi as follows: (a) for each vendor's enrollment by the payment of $200.00 signing fee, VSM shall receive 50% of the payment, which is $100.00; (b) for the payment of each new vendor fee of $1,500.00 (which includes video, webpage and marketing materials), VSM shall receive $350.00, or if the new vendor chooses the alternative option to pay a fee of in the amount of $4,800.00 when the business has generated the gross revenues in the amount of $25,000.00 for its goods and products from the Luichi Network, VSM shall receive $1,400.00.

3.2 Debt Card. VSM shall receive $2.00 for each Luichi debt card sold by the Store Provider.

3.3 Chargebacks. In the event of any return or cancellation of sale of products or services which had been calculated into the commission payment formula for which VSM has been paid a commission, Luichi shall be entitled to seek reimbursement from VSM of the commission paid. Luichi may chargeback the amount of the commission and request either a direct payment by VSM or offset the amount of the chargeback against commissions payable by Luichi to VSM at a future date.

4. BRANDING. Luichi shall make available to VSM, at VSM's expense, marketing and promotional materials for use in promoting the Luichi Network. VSM shall not use any marketing and promotional materials that use the name "Luichi" or any trademark, service mark or trade name used by or associated with Luichi without Luichi's prior written consent, which may be withheld by Luichi in its sole and reasonable discretion. VSM shall at all times during the Term of this Agreement use its best efforts to display the Luichi brand and present VSM as an independent representative of Luichi.

5. NEW LUICHI MEMBERS. For each new card member that VSM enrolls in the Luichi network at a membership fee of $65.00, Luichi will pay VSM $20.00. Luichi reserves the right to increase or decrease the membership fees and payments upon 30 days prior written notice to VSM.

6. ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS. Each party, as an inducement to the other party to enter into this Agreement hereby represents, warrants and covenants to the other, effective as of the date of this Agreement, as follows:

6.1 Power, Authorization and Enforceability. The execution, delivery, and performance of this Agreement are or will be within the parties' power and have been or will be duly authorized by all necessary or proper action, including, as required, the consent of shareholders, partners or members. This Agreement has been will be, duly executed and delivered by the parties and constitutes the legal, valid, and binding obligation of one party enforceable against the other party in accordance with its terms.

6.2 Approvals and Consents. Each party has all necessary licenses, permits, consents, or approvals required for the conduct of its business and the transactions contemplated hereby.

6.3 VSM Eligibility. VSM hereby represents that he or she is at least 18 years of age or, in the case of a VSM that is not a natural person the principal owners and management of SP are all at least 18 years of age.

7. TERM; EVENTS OF DEFAULT; AND TERMINATION.

7.1 Term. Unless sooner terminated pursuant to Section 7.2 below, the term ("Term") of this Agreement shall commence as of the date hereof and shall continue for two (2) years.

7.2 Termination. Either party may terminate this Agreement with cause effective upon 30 days' prior written notice to the other party. Cause with respect to VSM's termination shall include, but not be limited to the receipt by Luichi of five (5) Provider complaints from Luichi Providers that Luichi determines in its sole and reasonable discretion are justified. Either party may terminate this Agreement without cause effective upon 90 days' prior written notice to the other party. Upon termination of this Agreement, all of the rights and obligations of the respective parties under this Agreement shall cease.

8. MISCELLANEOUS.

8.1 Expenses. Other than as expressly set forth herein, the parties will each bear their own costs and expenses relating to the transactions contemplated hereby, including without limitation, fees and expenses of legal counsel, accountants, consultants or other representatives for the services used, hired or connected with the transactions contemplated hereby.

8.2 Amendment and Modification. This Agreement may be amended or modified by the parties hereto at any time with respect to any of the terms contained herein; provided, however, that all such amendments and modifications must be in writing duly executed by all of the parties hereto.

8.3 Independent Contractors. In performing their respective responsibilities under this Agreement, Luichi and VSM are independent contractors. This Agreement is not intended to create and shall not be construed to create a relationship of a partner or joint venture or an association for profit sharing between Luichi and VSM, or among Luichi, VSM and any other participant in the Luichi Network. Nothing contained herein shall limit VSM during the term of this Agreement from working in any other business that does not compete with Luich. VSM shall file tax returns with all applicable states and the Federal government as an independent contractor, and VSM shall be responsible for all of its own business expenses.

8.4 Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned (whether voluntarily, involuntarily, by operation of law or otherwise) by any of the parties hereto without the prior written consent of the other parties; provided, however, nothing herein shall restrict Luichi from assigning this Agreement to any entity affiliated with Luichi or delegating to any third party service providers any of the functions contemplated by this Agreement.

8.5 Governing Law. This Agreement and all rights and obligations hereunder shall be governed by and construed in accordance with the substantive laws of the State of _____________________.

8.6 Entire Agreement. This Agreement constitutes the entire agreement between Luichi and VSM with respect to VSM's participation in the Luichi Network and any matters relating thereto and all prior agreements, negotiations and communications on such subject are hereby superseded.

8.7 Notices. Except as otherwise provided in this Agreement, all notices, demands and other communications hereunder shall be in writing and shall be delivered personally or sent by facsimile, e-mail or a nationally recognized overnight courier service addressed to the party to whom such notice or other communication is to be given or made at such party's address as set forth on the first page and last page of this document, or to such other address as such party may designate in writing to the other party from time to time in accordance with the provisions hereof, and shall be deemed given when personally delivered or three (3) business days after being sent by facsimile or e-mail or one (1) business day if sent by overnight courier. All facsimile and email notices must be followed within one (1) business day with a copy of the same delivered by certified mail return receipt requested or by nationally recognized courier service.

9. LIMITATION OF LIABILITY. NEITHER LUICHI, ITS SUPPLIERS NOR VENDOR SALES MANAGER SHALL BE RESPONSIBLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF BUSINESS OR LOSS OF REVENUE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY; EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.

10. TRAINING OF THE VSM.

9.1 Training. From time to time Luichi will provide required training to the VSM at Luichi's sole costs and expenses. In the event that VSM does not successfully completed each training session, VSM shall be subject to immediate termination.

IN WITNESS WHEREOF, Vendor Sales Manager and Luichi have executed this Agreement as of the date set forth below:

Vendor Sales Manager: ___________________________
Address: ________________________________
_________________________________
Date: ___________________________________

Luichi: __________________________________
By: __________________________________
Title: __________________________________
Date: ___________________________________