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Independent Consultant Agreement

I acknowledge that I am at least 18 years of age, and I agree to be bound by the terms of the Independent Consultant Agreement. Independent Consultant Agreement This Agreement is made effective as stated in Article 26 of this Agreement between Sweetbriar Designs, sole proprietorship, engaged in the sales of jewelry, purses, tote bags, and related products, with offices located at 6111 Sweetbriar Drive Fredericksburg, Virginia 22407, (the "Company") and Applicant ("I" or "me"), who agree as follows: 1) Qualification as an Independent Consultant I apply for authorization to serve as an Independent Consultant (“Consultant”) of the Company and certify that I am at least 18 years of age. No person may operate more than one Consultancy at one time except those who are managing a trust before the trustee comes of age. The applicant must be able to provide a US social security number and have a permanent address in the United States. 2) Independent Status/Taxes I certify that I am an independent contractor with control over the scope, methods, and manner of my activities pursuant to this Agreement. I understandthat I shall be treated as an independent contractor with regard to the Internal Revenue Code, Social Security Act, Federal Unemployment Act, Federal Insurance Contribution Act, Worker's Compensation, and any state unemployment act or any other federal, state, or local ordinance, rule, or regulation. I shall bear full responsibility for the payment of all applicable federal, state, and local income, sales, use, unemployment, workers' compensation, social security, and other taxes, premiums, license requirements, and fees attributable to my sales activities and earnings. In those jurisdictions where the Company is so licensed, I authorize the Company, on my behalf, to collect and remit to the applicable governmental agencies the proper sales/use taxes assessed as a result of my purchases and resale of products of the Company (the "Products"). I understand that I have no right, power, or authority to incur any debt, obligations, or liability on behalf of the Company, to employ or engage others on behalf of the Company, or to bind the Company to any agreement of any kind whatsoever without the express written approval of the Company. 3) Insurance Liability and Assumption of Risk I agree to obtain and keep in force all liability, business, and vehicle insurance in such terms and amounts as are required by law or is reasonable as prudent business practice. I understand that while traveling to or from Company-related meetings, events, workshops, or gatherings, I am doing so as a part of my own independent business and not as an employee or agent of the Company, notwithstanding the fact that my attendance may be based in whole or in part by invitation from, or agreement with, the Company to attend. I assume all risk and responsibility for such travel. 4) Starter Kit The Company shall provide me with an Independent Consultant Starter Kit for sales demonstrations, which will be composed of Company Products selected in whole, or in part, by the Company. The kit will be sold to me at a price determined by the Company. I understand that the Consultant Starter Kit is personal to me and cannot be resold. 5) Responsibilities as an Independent Consultant Subject to acceptance of this Agreement by the Company, I agree to purchase the Company's Products for resale to consumers on a direct-sales basis only and to perform the role of a Consultant, according to the terms of this Agreement, or future documents, the terms and conditions of which are incorporated herein by reference, and all of which may be amended from time to time by the Company with 30 days prior notice. Such amendments shall be effective 30 days from the mailing date, unless amended to conform to federal and/or state laws, in which case the amendment shall be immediately effective. I understand that policy changes published by the Company are incorporated into this agreement by reference. As a Consultant, I understand that my eventual recruits expect to be provided leadership training and direction. I will operate my business in full compliance with all federal, state, and local laws and regulations. In my activities as a Consultant, I will exercise reasonable care and good judgment in the promotion of Sweetbriar Design’s name and products in a manner favorable to both me and the Company. I will not engage in any activity that would damage the copyrights, trademarks, patents, trade secrets, or reputation of the Company. I will conduct my business and my dealings with my customers, my potential new recruits, my fellow Consultants, and the Company in an ethical fashion and will abide by the spirit and intent of this agreement, along with any amendments thereto. I will conduct my sales and activities in a fair and ethical manner, including but not limited to: • Being subject to deadlines, quarterly minimum sales requirements, and cutoff periods; • Ensuring that my contact information (name, address, phone number (cell and phone), email addresses, etc.) on file with the Company is kept current; • Submitting orders under my name only if I have obtained such orders directly from customers; • Orally notifying customers of their right of rescission at the time of the sale, as well as providing the right to cancel forms to the customer; • Submitting new recruits under my name only if I have obtained such recruits directly; • Informing hostesses, customers, and potential new recruits of any current Company-sponsored specials, incentives, and/or rewards designed for their benefit so as to not deliberately overcharge or deny hostesses, customers, or potential new recruits of any special pricing or benefits to which they may be entitled; • Submitting customers' orders in a timely manner (in seven days or fewer after receiving money from any customer); and • Delivering customers' orders, if any are shipped to me, in a timely manner (no more than seven days after receiving the shipment). 6) Representation of Competing Products I agree not to represent or assist any other person or entity selling or marketing the products of other direct selling or multi-level marketing companies who offer the same or similar Products offered by the Company (jewelry companies, purse companies, or other companies with an emphasis on personalization). I also agree not to sell, promote, or demonstrate any other products, other than those offered and purchased through the Company, while participating in in-home workshops or Sweetbriar Design events, or any other meeting with existing or potential Consultants or customers. Nor shall I use the Company's name, prestige, drawing power, or Consultant/customer lists with or in support of any other events or activities, without first obtaining written approval from the Company. A Consultant or Supporting Consultant or Consultant spouse may not own or hold part ownership in, or represent, a retail or wholesale business that sells products in the jewelry, purses, apparel or similar industries. I acknowledge that as the Company develops new product lines, the types of companies from which I am prohibited from representing or assisting may expand. 7) Territory I understand there are no geographical or territorial restrictions imposed upon me by the Company, other than restricting sales and recruiting to the designated selling territory. This territory is currently limited to the 50 states of the United States of America, the District of Columbia, and the United States Territories. I will not sell, solicit, place orders, deliver orders, recruit, or conduct any activities relating to my Sweetbriar Design Consultancy outside of this territory. I understand that relocating outside of this territory may jeopardize my Consultancy with the Company. 8) Supporting Consultants I understand that my legal spouse may only participate as a Supporting Consultant, and may not be in my downline or any other Consultant's downline. As a Supporting Consultant, my spouse shall be subject to all the terms and conditions of this Agreement and the Consultant Manual, and may actively participate in product ordering, sales, and related activities. However, I acknowledge that there shall be only one Consultancy. All of my spouse's rights and obligations as a Supporting Consultant are derived through me. My spouse shall not be entitled to notice separate or independent of that given to me. Upon termination or resignation of my Consultancy, neither my spouse nor I will be allowed to sign up as a member of another Consultant’s downline, regardless of Supporting Consultant status, for a period of six months. 9) Company's Commitment to Home Demonstrations I understand that the Company is committed to the in-home workshop demonstration and related methods of sale. I agree not to sell or demonstrate the Company's Products to or through retail stores or other permanent retail locations. Furthermore, I understand that the Company strictly does not allow sales on Internet auction sites, nor does the Company allow paid selling or advertising via the Internet. Any violation of this provision may result in the termination of my Consultancy. With regards to the Internet, Sweetbriar Designs has an extremely competitive advertising program in place and the Company will work with Consultants to enhance this program further. The Company wants to ensure that you and your recruits have the same opportunities for growth. Since some web sites only allow one consultant per company to advertise, Sweetbriar Designs believes such policies have the potential to create unfair advantages. However, any consultant may place a tag line on their emails to draw attention to their business. 10) Use of Company Intellectual Property I understand that the Company's trademarks, service marks, tradenames, patents, trade secrets, and copyrighted materials (collectively the "Intellectual Property") belong solely to the Company, and any use of the Intellectual Property must be in strict compliance with the Company's policies, which may be amended by the Company from time to time. All major print advertising (newspapers, magazines, etc.) must be preapproved by the Company prior to publication. Print advertising in neighborhood newsletters, school related publications, church bulletins and other community-oriented, not-for-profit organizations do NOT need prior approval. 11) Other Proprietary Rights I agree that the Company has the exclusive proprietary interest in its information developed by or for the Company, such as, but not limited to, Consultant lists, downline and upline lists, customer lists, customer profile data, credit data, manufacturing procedures, Product development information, Product purchase information, consultant and advisor lists, and in all operating, financial, and planned marketing materials, and all other information not provided by the Company to the public; and that such information is confidential. I understand that the Company shall not sell, exploit, or market this information to other persons or entities. I agree not to use or disclose such confidential Information to any third party. I further agree that any confidential information given to me is based on my role as a Consultant and must be used solely in my business relationship with the Company. During the term of this Agreement and thereafter, I will not sell or use the Confidential Information to sell products or services other than the Company's Products and services or in connection with any other business, or for any other reason except in compliance with this Agreement. Upon termination or nonrenewal of this Agreement, I will immediately cease all use of the Company's Intellectual Property and Confidential Information, and upon request by the Company, return all such materials in my possession or control to the Company. The Company reserves the right to publish the sales, recruiting, and other performance measures of Consultants for purposes of recognition. 12) Submission of Designs, Images, and Product Applications I understand that I may from time to time submit to the Company product ideas, product designs, images, or related product applications. However, the Company shall have no obligation to use or compensate me for such submissions. Upon receipt of submissions, the same shall become the sole property of the Company. The Company may, through contests or promotions, choose to compensate me through prizes, cash, or Products. Upon the submission, I authorize the use of the item in any tangible medium by the Company and expressly waive any claim for compensation, attribution, or the right to control how any such image will be modified or presented over and above that to which I am entitled pursuant to the rules of any contest or promotion. 13) Consent to Use Persona The Company uses conventions, parties, workshops, special committees, and such similar gatherings where photographs, videos, and other such media are used to develop presentations for consultant training, promotions, and advertising for the Company and its Products. I hereby authorize such use of my image, persona, and appearance for such reasonable use and expressly waive any and all rights thereto. 14) Referrals of Potential Customers and Recruits I understand that the Company receives inquiries from potential customers and recruits and that such potential customers and recruits are referred, at the Company's sole discretion, to existing Consultants based upon geographic location, as well as qualification and performance criteria. I also understand that, although not required, if I so elect to be considered for inclusion in the Company's referral program, it will be necessary for the Company to give out my personal information (name, address, telephone number, etc.) in response to inquiries from potential customers and recruits. I further understand that the Company does not investigate or otherwise screen potential customers and recruits prior to referring them to existing Consultants, and as such, the Company shall not be held liable for any performance, actions, or acts resulting therefrom. The Company is not required to have a referral program, and can introduce and discontinue a referral program at any time. 15) Payments During the term of this Agreement, I will have the opportunity to receive income under the terms of the Consultant Career Plan. I understand that the Company reserves the right to change the Consultant Career Plan and that the Company will not be liable for damages incurred or loss of income from these changes. 16) Prepaid Orders The Company reserves the right to ship only on the basis of an order prepaid by me. I am obligated to ensure that customers' checks are cashed and dedicated to the order prepaid by me. The Company will use its best efforts to fill orders and ship the Products ordered by me; however, the Company shall not be liable to me or any customer of mine for any failure or delay in shipment of any Product. All orders by me of the Company's Products are subject to the approval of the Company. 17) Representation I understand that I do not have the right to speak for or on behalf of the Company, or represent myself as the Company, or an agent thereof. I will not misrepresent or make false claims or guarantee income or profits in recruiting or attempts to recruit. Furthermore, I acknowledge that, other than the price of the Independent Consultant Starter Kit, I have not paid, nor will I pay, any application fees or other money to the Company or anyone else to become a Consultant. 18) Term This Agreement shall be in effect once submitted and subsequently approved by the Company until the remainder of the calendar year. It shall renew annually hereafter so long as: • I am in compliance with this Agreement; • I have not informed the Company and the Company has not informed me of an intent not to renew; • The Company has not notified me that I must execute a new contract. 19) Termination Subject to my rights to a hearing and appeal when termination is made for disciplinary purposes, either I or the Company may terminate this Agreement: • At any time without cause, by giving the other party 30 days' written notice of such termination; or • at any time, upon written notice for a breach of or failure to comply with any provision in this Agreement, or Amendments thereto. Upon termination, or upon a failure to renew this Agreement, all rights to receive payments, promotions, prizes, incentives, bonuses, and other advantages previously earned or available to me as a Consultant shall terminate. 20) Payment Due on Termination Upon termination of this Agreement, or at any time obligations are due by me to the Company, the Company may satisfy all claims and debts due from me out of any unpaid balance of monies due me. If not sufficient to cover all outstanding debts, I will have 30 days to clear my account. An interest rate of 1.5 percent per month, or the maximum rate allowed by the law, whichever is greater, will be charged on the remaining balance for all accounts exceeding the 30-day limit. I will be responsible for any and all attorneys' fees or costs incurred by the Company to collect such debt, regardless of whether suit has been filed, including fees in any mediation, arbitration, trial court, or on any appeal. 21) Assignment of Agreement Due to the special personal relationship which must exist among me, other Consultants, and the Company, this Agreement cannot be transferred, assigned, or sold by me. 22) Indemnification of the Company I shall indemnify and hold the Company harmless from and against any and all liability, loss, costs, claims, or causes of action based upon or arising out of damage or injury to persons or property caused or sustained in connection with the performance of this Agreement, or in connection with Company sponsored activities or travel thereto, or based upon any violation of any statute, ordinance, building code, or regulation, and the defense (including legal fees and costs) of any such claims or actions. I shall also indemnify and hold the Company harmless from and against any and all liability, loss, costs, claims, or causes of action in connection with, and shall assume full responsibility for, payment of all federal, state, and local taxes or contributions imposed or required including, but not limited to, unemployment insurance, social security, sales tax, income tax, or workman's compensation laws with respect to my performance under this Agreement. 23) Attorneys' Fees In the event I breach any of the terms and conditions of this Agreement and it shall become necessary for the Company to enforce the same, the Company shall be entitled to payment and/or award of attorneys' fees and costs incurred in connection with resolution of the dispute. 24) Entire Agreement This Agreement and amendments constitute the full agreement between the Company and me and supersedes all prior written and oral agreements and discussions. If any portion of this Agreement is unenforceable or invalid, the Agreement shall be ineffective only to the extent found unenforceable or invalid, and the validity of the remaining portions of this Agreement shall not be affected. All powers, rights, and remedies given to the Company are cumulative, not exclusive, and are in addition to any other rights and remedies provided by law. The waiver by the Company at any time of any right of the Company contained in this Agreement shall not be deemed a continuing waiver and shall not preclude the subsequent enforcement of any such right or any other right. This Agreement shall be governed by and construed under the laws of the Commonwealth of Virginia without reference to choice of law rules. Proper jurisdiction and venue for any disputes between the parties shall be in federal court or state court having jurisdiction in Spotsylvania County, Virginia. The captions of this Agreement are for the convenience of reference only and shall not be considered in determining the legal effect of any provision of this Agreement. This Agreement may be amended by the Company upon publication of any revision or new policy. Such changes shall be effective as of the date 30 days following publication thereof, unless amended to conform to federal and/or state laws, in which case the amendment shall be immediately effective. 25) Notices All notices pursuant to this Agreement shall be in writing and deemed effective when delivered in person or when deposited in regular United States Mail, postage prepaid, addressed to either party at the address provided in the Agreement, or as subsequently changed by the Company or me in writing to the other party. This includes change of address, phone number, last name, supporting status, or other information contained in the application. 26) Company's Acknowledgement Subject to the approval of my application by the Company, as evidenced by the shipment to me of my order for a new Independent Consultant Starter Kit, I understand that I shall be bound by this agreement upon the receipt of my application by the Company (my "start date"). Subject to the approval of my application, the Company, as evidenced by the shipment to me of my order for a new Independent Consultant Starter Kit, agrees to be bound by the terms of this Agreement. I further understand, the Company reserves the right to reject my application any time prior to shipment of my Independent Consultant Starter Kit. 27) Consultant's Acknowledgement I have carefully read this Agreement in its entirety, and by my signature below, I acknowledge that I am at least 18 years of age and that I agree to be bound by the terms of this Independent Consultant Agreement.

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