THIS AGREEMENT (“Agreement”) is made by and among Nurest, Inc., D/B/A HomeTestBox.com, (the “Company”) and(the “Affiliate”).
- Affiliate. Company and Affiliate agree that Affiliate will act as an independent Affiliate for the Company. Affiliate will be responsible for soliciting orders for and selling certain home testing kits offered on www.hometestbox.com (collectively, the “Products”).
- Affiliate’s Conduct of Business. Affiliate will devote such time as Affiliate desires to sell and promote the Products to customers. Affiliate shall promote Products as delineated in Exhibit A of this Agreement.
- Non-Disclosure and Non-Disparagement. In simple terms, the Affiliate may not share any company information, including the contents of this Agreement, or procedures with other representatives, wholesalers, or other parties. This is understood to include but not be limited to pricing, inventory, customers, and any other means of doing business. Affiliate may not disparage the Company or present Company Products in a negative light on any public or private platform.
- Company Duties. Company represents they have the rights to the Products provided to Affiliate Customer and has the authorization to appoint Affiliate to offer the Products for sale through its network.
- Fulfillment of Orders. Company shall acknowledge and ship all orders generated by Affiliate in a timely manner. Company shall invoice the customer directly and shall be solely responsible for collecting accounts receivable. Company shall notify Affiliate of any failures to accept any orders generated by Affiliate or delays in fulfillment of Affiliate customers’ orders.
- Company shall pay to Affiliate Commissions as delineated in Exhibit A of this Agreement. Company reserves the right to deduct from future Commissions any returns, chargebacks, fees, or other cancellations by Affiliate customers.
- Commission payments shall be made no later than the thirtieth (30th) day of the calendar month following. Payments shall be made via check to the attention of Affiliate at the Affiliate’s address provided on the Affiliate’s federal form W9.
- Representations and Warranties of Company. Company hereby represents and warrants the following:
- Company shall, at all times, comply with all applicable requirements of federal, state, and local laws, ordinances, statutes, rules, and regulations.
- Company or its fulfilling laboratory has and shall maintain all necessary licenses, permits, or other authorizations to perform under the Agreement.
- Term and Termination. This Agreement shall be effective as of the Effective Date and shall continue in effect until such time that it is cancelled by either party (the “Term”). Either party may terminate this Agreement upon at least fifteen (15) days prior written notice to the other party. Upon termination of this Agreement, Company shall pay to Affiliate all commissions due and owing as provided in Exhibit A to this Agreement within forty-five (45) days of termination. Affiliate will continue to receive owed commissions on all processed orders submitted prior to the date of notice of termination.
- Trade Names or Trademarks. During the Term, Affiliate is granted the non-exclusive privilege of using trademarks, service marks, copyrighted materials, trade names, logos and other words or marks which Company may use in connection with the sale of the Products.
- Taxes. Affiliate shall be responsible for the payment of all federal, state and local taxes and payments arising out of Affiliate’s activities under this Agreement including, but not limited to, federal, state and local income and income taxes, social security taxes, unemployment insurance and worker’s compensation. Affiliate shall provide to Company a federal form W9 prior to disbursement of any Commissions. Company shall provide Affiliate with a federal form 1099 at the end of each calendar year during the Term which sets forth all Commissions paid to Affiliate by Company.
- Relationship Created. The parties agree that Affiliate’s relationship created by this Agreement is that of an independent contractor and not as partners, joint ventures or agents of each other. At no time shall either party be considered an agent, employee, partner, or joint venture of the other. Each party shall be solely responsible for determining the applicability of and compliance with, any and all present and future federal, state and local laws, orders, codes, regulations and ordinances which may be applicable to each party and their respective businesses and employees.
- Assignment. The parties shall not assign or transfer this Agreement in whole or in part, or assign or delegate any of such party’s rights, duties or obligations under this Agreement, in each case without the prior written consent of the other parties, and any assignment, transfer or delegation by a party without such consent shall be null and void.
- Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, representatives, successors and permitted assigns. This contract will supersede and replace any previously signed Independent Rep contracts.
- Governing Law. This Agreement shall be interpreted under and be governed by the laws of the State of Florida, without giving effect to its conflict of law’s provisions.
- Dispute Resolution & Jurisdiction. Each of Company and Affiliate hereby: mutually agree that the sole and exclusive forum and remedy for resolution of any disputes concerning this Agreement shall be final and binding arbitration. The arbitration shall be conducted in the nearest available location to Orange County, California by a neutral of competency. Fees and costs shall be split equally by the parties with the prevailing party entitled to recovery of such fees and costs paid. The Parties further mutually agree that an attempt at mediation shall be made in good faith prior to commencement of any Arbitration action.
- Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof.
- Amendment. This Agreement may be modified or amended only by the written agreement of the parties. Any such modification or amendment must be in writing, dated and signed by the parties and attached to this Agreement.
- Notices. Any notice required to be given hereunder shall be in writing and sent by prepaid certified mail, return receipt requested, or by prepaid overnight national courier, such as UPS or FedEx, as follows:
If to Company: Nurest, Inc.
4533 MacArthur Blvd Ste 5049
Newport Beach, CA 92660
E-Mail: [email protected]
If to Affiliate:
- Waiver. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted by a party must be in writing to be effective and shall apply solely to the specific instance expressly stated.
- Headings. The headings in this Agreement are intended solely for convenience and reference and shall not be given effect in the construction or interpretation of this Agreement.
- Survival. Notwithstanding any provisions of this Agreement to the contrary, the Non-Disclosure and Non-Disparagement provisions of this Agreement shall survive the expiration or termination of this Agreement for no less than two (2) years.
- Severability. Except as otherwise provided herein, if any provision of this Agreement is determined to be illegal or unenforceable, that provision shall be severed from this Agreement, and such severance shall have no effect upon the enforceability of the remainder of this Agreement.
The parties have executed this Agreement as of the day and year shown on the first page.
Exhibit A – Commission
Product Commissions (flat rate or percentage)
Product Commission Percentage or Dollar Amount
All tests offered
on HomeTestBox.com $10