Affiliate Terms & Conditions

INDEPENDENT CONTRACTOR AGREEMENT
THIS INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) is dated this 10th day of July,
2020.
CLIENT
Sovereign Wellness, Inc
774 Mays Blvd 10-511, Incline Village, NV
89451 USA
(the “Client”)
CONTRACTOR
Affiliate Name and Address
(the “Contractor”)


BACKGROUND
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in
this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the
Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
SERVICES PROVIDED


TERM OF AGREEMENT
The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to
provide services to the Client.
A.
The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in
this Agreement.
B.
The Client hereby agrees to engage the Contractor to provide the Client with the following services (the
“Services”):
• Perform incentive based sales for the Medicine Box brand.
1.
The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees
to provide such Services to the Client.
2.
The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full
force and effect indefinitely until terminated as provided in this Agreement.
3.
In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 10
days’ written notice to the other Party.
4.
5. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party
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PERFORMANCE
CURRENCY
COMPENSATION
REIMBURSEMENT OF EXPENSES
PENALTIES FOR LATE PAYMENT
CONFIDENTIALITY
may terminate this Agreement immediately and require the defaulting Party to indemnify the nondefaulting Party against all reasonable damages.
6. This Agreement may be terminated at any time by mutual agreement of the Parties.
Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the
termination of this Agreement.
7.
8. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in
USD (US Dollars).
9.
The Contractor will charge the Client for the Services as follows (the “Compensation”):
• 15% of gross sales purchased through affiliate link
10.
11. Additional approved invoices submitted by the Contractor to the Client are due upon receipt.
The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by
the Contractor in connection with providing the Services.
12.
13. All expenses must be pre-approved by the Client.
Interest payable on any overdue amounts under this Agreement is at a rate of 3.00% per annum or at the
maximum rate enforceable under applicable legislation, whichever is lower.
14.
Confidential information (the “Confidential Information”) refers to any data or information relating to the
Client, whether business or personal, which would reasonably be considered to be private or proprietary to
the Client and that is not generally known and where the release of that Confidential Information could
reasonably be expected to cause harm to the Client.
15.
The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any
Confidential Information which the Contractor has obtained, except as authorized by the Client or as
required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely
upon termination of this Agreement.
16.
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OWNERSHIP OF INTELLECTUAL PROPERTY
RETURN OF PROPERTY
CAPACITY/INDEPENDENT CONTRACTOR
RIGHT OF SUBSTITUTION
AUTONOMY
All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant
registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress,
industrial design and trade name (the “Intellectual Property”) that is developed or produced under this
Agreement, is a “work made for hire” and will be the sole property of the Client. The use of the Intellectual
Property by the Client will not be restricted in any manner.
17.
The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this
Agreement except with the written consent of the Client. The Contractor will be responsible for any and all
damages resulting from the unauthorized use of the Intellectual Property.
18.
Upon the expiration or termination of this Agreement, the Contractor will return to the Client any
property, documentation, records, or Confidential Information which is the property of the Client.
19.
In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an
independent contractor and not as an employee. The Contractor and the Client acknowledge that this
Agreement does not create a partnership or joint venture between them, and is exclusively a contract for
service. The Client is not required to pay, or make any contributions to, any social security, local, state or
federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing,
pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible
for paying, and complying with reporting requirements for, all local, state and federal taxes related to
payments made to the Contractor under this Agreement.
20.
Except as otherwise provided in this Agreement, the Contractor may, at the Contractor’s absolute
discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor
under this Agreement and the Client will not hire or engage any third parties to assist with the provision of
the Services.
21.
In the event that the Contractor hires a sub-contractor:
• the Contractor will pay the sub-contractor for its services and the Compensation will remain
payable by the Client to the Contractor.
• for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of
the Contractor.
22.
Except as otherwise provided in this Agreement, the Contractor will have full control over working time,
methods, and decision making in relation to provision of the Services in accordance with the Agreement.
23.
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EQUIPMENT
NO EXCLUSIVITY
NOTICE
INDEMNIFICATION
MODIFICATION OF AGREEMENT
The Contractor will work autonomously and not at the direction of the Client. However, the Contractor
will be responsive to the reasonable needs and concerns of the Client.
Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own
expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or
parts necessary to deliver the Services in accordance with the Agreement.
24.
The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and
after the Term, to engage or contract with third parties for the provision of services similar to the Services.
25.
All notices, requests, demands or other communications required or permitted by the terms of this
Agreement will be given in writing and delivered to the Parties at the following addresses:
or to such other address as either Party may from time to time notify the other, and will be deemed to be
properly delivered (a) immediately upon being served personally, (b) two days after being deposited with
the postal service if served by registered mail, or (c) the following day after being deposited with an
overnight courier.
Sovereign Wellness, Inc
774 Mays Blvd 10-511, Incline Village, NV 89451, USA
a.
Affiliate Name
Affiliate Address
b.
26.
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted
by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective
affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims,
losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any
kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying
party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs
in connection with this Agreement. This indemnification will survive the termination of this Agreement.
27.
Any amendment or modification of this Agreement or additional obligation assumed by either Party in
connection with this Agreement will only be binding if evidenced in writing signed by each Party or an
authorized representative of each Party.
28.
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TIME OF THE ESSENCE
ASSIGNMENT
ENTIRE AGREEMENT
ENUREMENT
TITLES/HEADINGS
GENDER
GOVERNING LAW
SEVERABILITY
WAIVER
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a
waiver of this provision.
29.
The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations
under this Agreement without the prior written consent of the Client.
30.
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this
Agreement except as expressly provided in this Agreement.
31.
This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs,
executors, administrators and permitted successors and assigns.
32.
Headings are inserted for the convenience of the Parties only and are not to be considered when
interpreting this Agreement.
33.
Words in the singular mean and include the plural and vice versa. Words in the masculine mean and
include the feminine and vice versa.
34.
35. This Agreement will be governed by and construed in accordance with the laws of the State of California.
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole
or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or
unenforceable parts severed from the remainder of this Agreement.
36.
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement
by the other Party will not be construed as a waiver of any subsequent breach of the same or other
provisions.
37.
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IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this 10th day of
July, 2020.