Meditizer Superhero Safety Agent Agreement
This Agreement is entered into on this 20th day of July, 2022 by and between Meditize LLC, a Wyoming Limited Liability Company located at 11680 Great Oaks Way, Alpharetta, GA 30022 hereafter MED and _______________________________________ an individual or corporation or LLC (circle one) located at ___________________________________________________________, hereafter SSA. Whereas for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, both parties to hereby agree as follows:
Definition of the Parties
MED is special purpose limited liability company formed specifically to own the exclusive rights to Meditizer™ a brand name for medical-grade sanitizer products including but not limited to Meditizer Hand Sanitizer and Meditizer Mask & Surface Spray. MED is focused on promoting, selling and distributing Meditizer™ branded products on a direct to consumer (B2C) and direct to business (B2B) business model and through authorized Independent Sales Agents called Superhero Safety Agents (SSA)
SSA is an individual or business with existing contacts and desires to market, promote and sell Meditizer™ branded products including but not limited to Meditizer Hand Sanitizer and Meditizer Mask & Surface Spray.
Function to the Parties
MED owns the exclusive contract for Meditizer™ branded products from the manufacturer and has contracted to have Meditizer™ branded products manufactured in the USA with eCMP certified facility in Memphis, TN. All Meditizer™ branded products will be manufactured in this facility and all product packaging and fulfillment services will occur from the same facility unless or until MED determines in its sole and absolute discretion to have its products manufactured in another location or locations as mutually agreed between MED and its Manufacturer.
Limitation on Marketing Collateral & Advertising
MED will create all sales and marketing materials and determine the product prices, quantities, and packaging as it deems appropriate to succeed in the sanitizer marketplace. MED will provide sales forecasting to make sure that the manufacturing plant has sufficient time to manufacture the Meditizer™ branded products in sufficient quantities to meet the sales forecast made by MED.
SSA will only use marketing and sales material created by or approved by MED in writing prior to posting, printing, publishing, or distributing any sales or marketing material to the public. SSA understands that Meditizer™ branded products are consider FDA Listed with NDC numbers (national drug codes) and are deemed over-the-counter drugs; therefore, SSA agrees to be careful not to misrepresent the ingredients or benefits of using Meditizer™ products which may result in litigation or suspension of the distribution of its products.
SSA shall be held liable for any misrepresentation made or for the distribution of unauthorized content or posting or printed material used. If SSA limits its marketing efforts to use materials and content approved in writing by MED, it shall not be liable for any claims made for claims contained in MED approved or supplied material or content.
Regular Communication
SSA agrees to work with closely with MED staff and shall have regular communication with respect to prospects and/or any customer concerns regarding the product, content or materials used to describe the Meditizer™ branded products.
SSA agrees to submit weekly or monthly sales forecasts to MED to include along with sales forecasts from other SSA’s in order to optimize the product manufacturing process to have just in time inventory available for immediate shipping upon receipt of orders and payment.
SSA will inform MED in writing of any substantial or large order pending or proposed so it can properly prepare materials and packaging in sufficient quantities to keep up with potential demand.
SSA will also inform MED in writing of any loss of sales due to product quality, marketing material, product claims, laboratory testing or price. The loss of or potential loss of any large sale shall be reported in a timely manner as soon as SSA becomes aware of such circumstances.
MED shall keep SSA informed about any changes to the product names, ingredients, prices, delivery dates and/or content or materials that have been modified or replaced to ensure compliance.
Order Processing
SSA shall inform clients of current pricing and/or direct them to www.meditizer.com website to view the most current pricing and content and place orders directly through this website. SSA will be assigned an AgentID equal to their unique mobile number. SSA’s shall be required to submit all sales orders with the AgentID to in order to qualify to earn commissions. SSA’s may purchase a replicated website for Twenty-Five Dollars per month ($25) from MED and MED will create a custom URL for the SSA which is equal to salesID.meditizer.com All sales orders originating from such URL shall automatically be counted in the sales orders processed by the SSA and the SSA shall earn commissions as indicated in Schedule A attached and made part hereto by reference.
Non-Compete and Non-Circumvention
In the event MED receives a telephone call or email inquiry or general inquiry from a potential client, it will check if the client has ordered from an SSA previously and if so, the originating SSA shall get the credit for any new or recurring orders. In the event that potential customer has not previously ordered from an SSA, MED staff shall inquire as to how they learned about MED and specifically ask for the name of a person who introduced them to MED. Whenever possible, MED shall give the SSA who introduced the potential client credit for any sales made subsequent to their introduction.
SSA may submit a list of key customers or prospects that it is currently working on for review by MED for approval, modification, or decline. Once MED approves the list of potential clients, the SSA shall be protected by our agreement not to compete directly or indirectly with another SSA for the same account. This protection is subject to the SSA who registered the potential client actively working with the client to secure a new sales order. SSA may be requested to provide proof of telephone calls and/or emails or active conversations that appear to be leading up to submission of a sales order. If no sale occur within six months, the protected potential client shall be fair game for other SSA’s to solicit and/or sell MED products too without violation of this agreement. SSA’s who fail to generate a sales order from a registered potential client shall not be entitled to any compensation for sales originated by another SSA. In the event an SSA is actively working with a potential client and requires an extension up to an additional six months to obtain a sales order, the SSA shall request an extension is writing and MED shall review active communication and/or proposals to determine if the extension should be granted or denied. In either event, MED shall notify the SSA in writing of its decision within five business days from receipt of any such extension request along with proof of on-going communication and progress documentation.
It is not MED’s desire to allow SSA’s to compete with each other nor frustrate the sales process or confuse potential clients; therefore, all SSA’s agree to immediately cease and desist any and all sales and promotional efforts towards any account which is already being engaged by another authorized SSA as soon as they become aware of such activity.
Failure to comply with this general rule may result in termination of this Agreement without further compensation.
Payment of Commissions
MED shall pay all sales commissions earned by each SSA twice each month by electronic deposit (ACH). For all sales made and shipped between the 1st and 15th of each month on or before 1st of the following month; and for all sales made and shipped between the 16th and the end of the calendar month on the 15th day of the following month. In the event the pay dates fall on a weekend or legal holiday or when banks are closed, the commissions will be processed on the next business day. In the event that any client sold by SSA returns the product or MED issues a refund it shall cause a chargeback of any commissions paid. MED may withhold future payment of commissions to recoup any unreturned commissions paid but not actually earned because of refunds issued. No commissions shall be paid until MED receives a valid W-9 form from signed and dated by SSA along with bank account information which includes the ABA routing number, account number and account holder name. Commissions are held until they a reach a minimum of ($30.00) Thirty-Dollars per deposit period.
Sales Transactions
All sales orders shall be logged in the back-office platform used by MED to track inventory, sales, refunds and shipments. SSA may login to the MED Portal to review sales transactions, shipping dates and refunds issued. All sales order and related data are the exclusive confidential property of MED and SSA shall only access or use such information to assist clients sold by it to assist with questions or verify that all commissions earned have been paid. SSA agrees not to share any sales orders, history or commission reports with any competitor, or third party not authorized in writing by MED except as may be required by a court of law and/or for filling taxes with full compliance. SSA shall protect the names, contact information, purchase volumes, shipping addresses, etc. to prevent others from soliciting MED customers to use other products or services whether they directly compete or not. SSA shall have no right, title or interest in the customer information or data retained by MED.
Training & Recruiting SSA’s & Sales Overrides
SSA may recruit and train other SSA’s and enroll them directly under SSA’s AgentID. SSA shall earn an override equal to the amount shown on Schedule 1 of all sales revenue generated less taxes, shipping and returns for each order submitted under SSA AgentID’s enrolled directly under SSA. To be clear, this is not multilevel marketing nor does SSA earn any overrides from other SSA’s not enrolled under SSA’s AgentID at the first level.
Sales activity and commissions earned shall also by posted in the MED portal backend for SSA to view subject to the same confidentiality and non-circumvention rules described above. SSA agrees that in order to maintain the the amount shown on Schedule 1 override on SSA’s enrolled directly under its AgentID, it must train such SSA’s on the proper use of the product and how to market, promote and sell the product according to MED guidelines as amended from time to time. SSA agrees to be the primary contact person to provide support to SSA’s enrolled by it and will use its best efforts to help facilitate marketing, promotions, sales and/or questions regarding shipping and/or products or procedures. SSA must continue to play an active role in supporting SSA’s enrolled by it in order to continue to receive the sales overrides contemplated herein. In the event SSA fails to remain active in supporting each SSA it enrolled, MED reserves the right to reassign any SSA that has become dissatisfied with its sponsoring SSA to another SSA who is willing and able to provide such support. In the event an enrolled SSA is transferred to another sponsor the sales override will be lost by the originating SSA sponsor and given to the SSA sponsor who provides active support to such SSA.
Product Information
SSA shall read all product literature and white papers and keep up to date with any amendments published by MED from time to time. SSA shall be expected to know the product ingredients and instructions for use. SSA is expected to be able to suggest ways the product can be used to protect people by regular application of the product on hands, masks and high touch surfaces as needed. SSA understands that this produce is water-based; therefore, if someone washes their hands with water and/or soap the benefits of Meditizer will be diminished or may no longer apply.
Superhero Safety Agent Designation
In order to be designated a Superhero Safety Agent, SSA agrees to conduct itself with integrity and honesty at all times. SSA agrees to use Meditizer as part its daily health & wellness routine to protect against dangerous pathogens. SSA personal belief in and daily use of the product should be evident by others. SSA should then be a product evangelist and help others stay safe by using Meditizer as part of their daily health and wellness routine. This should extend to immediate and extended family members, neighbors, coworkers and friends whenever possible. The goal is to get each family or business to sign up for a monthly auto-shipment of Meditizer to have a sufficient supply to last at least one month. By establishing a pattern of daily use and encouraging others to do the same combined with a monthly auto-shipment is the way to secure a steady flow revenue for the company and commissions for the SSA. SSA’s may also want to buy 12-pack or 24-pack or 36-pack of 1 oz bottles so have some inventory on-hand to either sell directly or give out samples. Giving someone a sample bottle could save a life and could encourage the person to become a Superhero Safety Agent as well.
Marketing and Advertising Reimbursement
SSA who are actively advertising Meditizer and generating sales may be eligible to get a reimbursement for advertising dollars spent to promote Meditizer up to the amount shown on Schedule 1 of the actual amount of product sold and paid for each month. To become eligible for advertising expense reimbursements, SSA’s must sell a minimum of $5,000 Five-Thousand-Dollars per month in new sales revenue received by MED. SSA’s must submit a copy of the specific advertisements ran along with a receipt for the money spent on the advertisement solely for Meditizer.
Territory
SSA’s may promote, market and sell Meditizer in the USA and Canada unless notified in writing of further restrictions. SSA may not promote or market Meditizer outside the USA and Canada without the express written permission of MED. In the event, SSA desires to market outside the USA and Canada, it shall submit a request in writing as to the city, county and country desired. MED will need to evaluate the various laws concerning such offshore locations along with logistics and other matters. SSA’s seeking to promote, market or sell Meditizer offshore should include a sales forecast by month along with their request. The management team of MED shall notify SSA of the conditions to proceed or it may deny the request.
Term & Termination
This Agreement shall remain in full force and effect for a period of two-years from the date executed below. This agreement shall automatically renew each successive year thereafter unless canceled or terminated by either party not less than 60-days prior to the expiration of the current term.
In the event, this Agreement is terminated, unless terminated for breach of the provisions contained herein, commissions earned shall continue to be paid to the originating SSA for (5) five years.
In the event, MED wishes to terminate this Agreement without cause prior to the termination date, then MED must enter into a purchase and release agreement with SSA for an amount mutually acceptable to both parties. Such amount will not exceed the amount that would have been earned had this agreement remained in full force for the entire five-year period.
Entire Agreement
This Agreement represents the entire agreement between the parties with respect to the subject matter contemplated herein. This Agreement shall supersede any all-previous agreement either written or oral and no other agreement shall be of any force or affect unless places in writing and signed by the authorized individuals or company representatives as indicated below.
Venue
Should either party bring an action in a court of law, this Agreement shall be deemed executed and approved by MED at its corporate office in Alpharetta, GA and/or its manufacturing plant in Memphis, TN therefore venueshall be the closest court of law or arbitration entity to either one of these facilities at MED’s choice.