Affiliate Registration

MISSION MAKER SALES Agreement   This MISSION MAKER SALES Agreement (the “agreement”), is made and entered into as of _________________, 20___ (“Effective Date”), by and between MISSION OF MARY, LLC, a florida LIMITED LIABILITY COMPANY d/b/a MISSION OF MARY (the “COMPANY”), and __________________________ (“Mission Maker”). The Company and Mission Maker are herein sometimes separately referred to as “party” and together referred to as the “parties.” Recitals WHEREAS, the Company operates a business known as “Mission of Mary” (the “Business”) which markets, sells and distributes the Products by and through its website, trunk shows, and conventions; WHEREAS, a portion of the proceeds generated from the sales of the Business are donated to certain missionaries and mission groups designated by the Company, Mission Maker, or Customer; WHEREAS, Mission Maker desires to market, sell and distribute the Products and to further the general mission and purpose of the Business by and through the Services; and Now, Therefore, for and in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereby agree as follows:

2. Term.  The term of this Agreement shall be from the Effective Date, which term shall renew automatically until Termination (the “Term”).

3. Services.  Subject to the provisions of this Agreement, the Company hereby grants to Mission Maker the non-exclusive right and license, for the Term of this Agreement, to solicit, market, and sell the Products in accordance with the Policies & Procedures (the “Services”).  Mission Maker shall further market, promote, solicit and sell the Products by and through (i) social media, (ii) the Business webpage designated to Mission Maker upon the execution of this Agreement, (iii) the personal website of Mission Maker, if approved in advance by Company, and (iv) sales events (e.g., Mission of Mary Trunk Shows) and community events.  Products may only be sold to end Customers and the sale of Products for purposes of resale or distribution is strictly prohibited.  As a part of the Services, Mission Maker shall inform his or her Customers of the applicable Return Policy and provide assistance with any return completed pursuant thereto. 

4. Marketing and Sales Responsibility.  Subject to the terms and conditions of this Agreement, and those provided in that certain Mission of Mary Contractor Policies & Procedures, which are incorporated by this reference as if fully stated herein, (the “Policies and Procedures”) Mission Maker acknowledges that he or she is responsible for the means and methods by which the Services are performed, and shall have and maintain control of same at all times during the Term.  As a condition of this Agreement, Mission Maker shall purchase a non-commissionable Starter Kit, as more particularly described in the Policies & Procedures.  Mission Maker is not permitted to provide any representations, warranties, or claims with respect to the Products or Services without the express consent of Company or as otherwise provided in the Policies and Procedures.  Mission Maker shall further perform the Services in a commercially reasonable manner, including, but not limited to, performing such solicitation, promotion, marketing and sales of the Products with honesty, integrity, and respect so as to further and maintain the goals and goodwill of the Business.  Mission Maker understands that all transactions, including cash transactions, shall be completed using the Company’s online order system in accordance with the Policies and Procedures, and that the appropriate sales tax shall be charged, collected and remitted to the applicable taxing authority in accordance with applicable law. Mission Maker acknowledges receipt of the Policies and Procedures and agrees to abide by the terms and conditions stated therein during the Term of this Agreement.  Mission Maker’s failure to comply with the Policies and Procedures shall be deemed a material breach of this Agreement.

5. Commission Compensation. Subject to the terms and conditions of this Agreement, Mission Maker shall be entitled to receive compensation for the sales of the Products generated directly by Mission Maker (the “Commission”), following expiration of the applicable Return Policy Period, pursuant to and in accordance with the terms and conditions of that certain Mission of Mary Commission Plan, attached hereto as Exhibit “A”, (the “Commission Plan”).  “Return Policy Period” shall mean the period during which any Customer is entitled to return the Products for a refund of the purchase price in accordance with the Return Policy.  Mission Maker acknowledges that any models, examples or projections provided in the Commission Plan, Policies & Procedures, or otherwise, are for purposes of demonstration only and do not constitute any guarantee on the part of Company as to the Commissions which may become payable to Mission Maker during the Term.  Mission Maker shall be solely responsible for payment of all expenses necessary to perform the Services, less and except the Starter Kit, including, but not limited to, travel, food, lodging, income taxes, self-employment taxes, payroll taxes, business taxes, licenses, and administrative costs.  Further, Mission Maker shall not be entitled to any fringe benefits, or other compensation, other than the Commission payable in accordance with the Commission Plan, and acknowledges that such Commission is the sole and exclusive compensation to be remitted by Company in consideration of the Services, and the covenants, warranties, and representations provided by Mission Maker herein.  The Company reserves the continuing right to amend the Commission Plan from time to time, and Mission Maker hereby waives any right to object to such amendment.

6. Use of Mission of Mary Intellectual Property.  Mission Maker acknowledges that, upon the complete execution hereof, Company has granted Mission Maker a limited, non-exclusive license to use its trademarks, service marks, trade names, patents and copyrighted materials (“Mission of Mary Intellectual Property”), all of which is owned solely by Company.  Mission Maker may utilize Mission of Mary Intellectual Property only: (i) during the Term, (ii) in the performance of the Services in accordance with this Agreement, (iii) in accordance with the Policies & Procedures, (iv) after obtaining written permission from Company prior to use, and (v) where the Mission of Mary Intellectual Property appears on materials distributed by Company for use by Mission Makers, contractors or employees of the Company.  Mission maker shall use written, recorded or other promotional or advertising materials that have been produced, distributed and approved in writing by Company.  Any other promotional or advertising materials, means, or methods will be used in accordance with the Policies & Procedures.  All rights and licenses granted in or under this Agreement shall terminate automatically upon Termination. 

7. Confidentiality. During the Term, Mission Maker may acquire and gain access to confidential or proprietary information about Company, the Business, and the Customers, including, but not limited to, Mission of Mary Intellectual Property, trade secrets, methods, manufacturing processes, technical know-how, development, drawings, designs, products, models, passwords, access to files, records, financial information, computer software programs, discs, data, coding, agreements and/or contracts between Company and its contractors, employees, suppliers, vendors and Customers, supplier contacts, Customer lists, Customer contacts, Customer mailing lists, marketing plans and materials, marketing and/or creative policies and ideas, advertising and public relations campaigns, media plans and budgets, practices, concepts, strategies, and methods of operations, financial or business projections of Company and/or the Business, employee and contractor information, and information about, received from, or exchanged with designers, suppliers, vendors, Customers and other third parties with whom Company does business. The foregoing shall be collectively referred to as “Confidential Information.” Confidential Information shall also include any information provided by Company, or any officer, manager, agent, employee or contractor of Company, which is marked as “confidential”, “proprietary” or “restricted”, which is protected by password, or which under all of the circumstances should reasonably be considered confidential.  Mission Maker is aware that the Confidential Information is not readily available to the public and accordingly, Mission Maker agrees that Mission Maker will not at any time (whether during the Term or following Termination), disclose to anyone (other than Mission Maker’s legal counsel in the course of a dispute arising from the alleged disclosure of Confidential Information or as required by law) any Confidential Information, or utilize such Confidential Information for Mission Maker’s own benefit, or for the benefit of any third party. Mission Maker agrees that the foregoing restrictions shall apply whether or not any such information is marked “confidential.” The term “Confidential Information” does not include information which (i) becomes generally available to the public other than by breach of this provision, (ii) Mission Maker learns from a third party who is not under an obligation of confidence to Company or a Customer of Company, or (iii) Mission Maker develops without the aid of Confidential Information.  Upon Company’s request, Mission Maker agrees to return to all Confidential Information to Company and to cease any further use of the Confidential Information.  This paragraph shall expressly survive Termination. 

8.  Company Material. Mission Maker further agrees that all brochures, promotional and advertising material, data, coding and technology, memoranda, disks, files, notes, drawings, designs, records, documents, or other information, whether in electronic form or hard copy (and all copies and reproductions thereof) (collectively, the “Material”) compiled by Mission Maker during the Term or made available to Mission Maker during the Term, and through performance of the Services, shall be the property of Company and shall be delivered to Company upon Termination by either party. Except in connection with the provision of the Services or performance of this Agreement, Mission Maker agrees not to make or retain copies or excerpts of the Company Material.  This paragraph shall expressly survive Termination.

9.  Intellectual Property. During the Term, Mission Maker will disclose to Company all ideas, inventions and business plans developed by Mission Maker during such period which relate directly or indirectly to the Business at the time so developed, including, without limitation, any data, code, method, design, model, logo, slogan, advertising campaign, marketing strategy, product or improvement which may be patentable or copyrightable. Mission Maker agrees that all patents, licenses, copyrights, trade names, trademarks, service marks, planning, marketing and/or creative policies, advertising campaigns, public relations or public affairs campaigns, promotional campaigns, media campaigns, and budgets, practices, codes, concepts, strategies, and methods of operations, financial or business projections, designs, logos, slogans and business plans developed or created by Mission Maker in the course of Mission Maker’s provision of the Services hereunder, either individually or in collaboration with others, will be deemed works for hire and the sole and absolute property of Company. Mission Maker agrees that, at Company’s request and expense, Mission Maker will take all steps necessary to secure the rights thereto to Company by patent, copyright or otherwise.  This paragraph shall expressly survive Termination.

10.  Non-Solicitation and Non-Competition. Mission Maker acknowledges (i) the highly competitive nature of the Business in which Company competes, (ii) that this Agreement and the provision of Services by Mission Maker places Mission Maker in a position of confidence and trust with the Customers, contractors and employees of the Company, (iii) that the rendering of the Services necessarily requires the disclosure to Mission Maker of Company’s Confidential Information, and (iv) that Company conducts business within and outside of the United States, and that Company would suffer irreparable harm if Mission Maker furnished services to a competitor. During the Term, Mission Maker will develop a knowledge of the Business, Products, including, but not limited to, jewelry design, sales, and marketing strategy, Customer data and preferences, and Company’s relationship with its Customers, suppliers, distributors, and vendors, and will therefore be placed in Mission Maker’s hands in confidence and trust. Mission Maker consequently agrees that it is a legitimate interest of Company, and reasonable and necessary for the protection of the Confidential Information, the Business, including the goodwill of the Business, which is valuable to Company, that Mission Maker make the covenants contained herein. Accordingly, Mission Maker agrees that during the Term, and for a period of two (2) years following termination of this Agreement by either party, (“Restricted Period”) Mission Maker shall not, as an individual, employee, consultant, independent contractor, partner, shareholder, member, officer, or in association with any other person, business or enterprise, except on behalf of Company, directly or indirectly, and regardless of the reason for Termination: (i) attempt in any manner to solicit any “Customer” (as defined below), design, sell, or furnish any “Company Products & Services” (as defined below), or to persuade any Customer, manufacturer, distributor or vendor of the Business, to cease or reduce the amount of business which any such Customer, manufacturer, distributor or vender has customarily done or is reasonably expected to do with Company or the Business, whether or not the relationship between Company and such Customer was originally established in whole or in part through Mission Maker’s efforts; or (ii) employ as an employee or retain as a contractor any person who is then, or at any time during the Term was, an employee or contractor of Company, or persuade or attempt to persuade any employee or contractor of Company to leave the employ of, or otherwise terminate its relationship with, the Company or to become employed as an employee or retained as a contractor by anyone other than Company; or  (iii) render services for, or assist in any way, any person or company that competes with the Business or provides Company Products & Services; provided, however, that nothing contained herein shall prohibit Mission Maker from making a passive investment in a public company, or from holding five percent (5%) or less of the issued and outstanding voting securities of any entity, provided such ownership does not result in Mission Maker being obligated or required to devote any services or managerial efforts to such company. As used in this paragraph, the term “Customer” shall mean (1) anyone who is or was a Customer at any time during the Term; and (2) any prospective customer to whom Company or Mission Maker solicited or made a presentation at any time during the twelve month period immediately preceding Termination of this Agreement by either party. As used in this paragraph, the term “Company Products & Services” shall mean jewelry and accessory items which are similar to, or related in concept or design, to the Products, and any future version of the Products designed and sold by the Business, including without limitation jewelry, accessories, apparel and related items, and all other products or accessories which flow therefrom by a reasonable expansion of the Products then sold by Company, and all Business activities and services which may be developed and offered by Company during the Term.  This paragraph shall expressly survive Termination.

11.  Extension of Non-Solicitation and Non-Competition Period. If Mission Maker violates any of the provisions of Paragraph 10, Mission Maker shall continue to be bound by the restrictions set forth in such Paragraph, until a period of two (2) years has expired without any violation of such provisions.  This paragraph shall expressly survive Termination.

12.  Acknowledgment of Reasonableness. Mission Maker and Company acknowledge that (i) the type and periods of restriction imposed in the provisions of this Agreement are fair and reasonable and are reasonably required in order to protect and maintain the proprietary interests of Company described above, other legitimate business interests of Company and the goodwill associated with the Business, and (ii) that the time, scope, and other provisions of this Agreement have been specifically negotiated by sophisticated parties. Mission Maker specifically acknowledges that being restricted from soliciting and servicing Customers or otherwise working for or assisting any competitors of Company as contemplated by this Agreement will not prevent Mission Maker from being employed or earning a livelihood in the type of business conducted by Mission Maker and Company. If any of the covenants contained in this Agreement are held to be unenforceable in scope or duration, the parties agree (i) such covenant shall be interpreted to extend only over the maximum period of time or distance for which it may be enforceable and/or over the maximum extent in all other respects as to which it may be enforceable, all as determined by the Court making such determination and (ii) in its reduced form, such covenant shall then be enforceable, but such reduced form of covenant shall only apply with respect to the operation of such covenant in the particular jurisdiction in or for which such adjudication is made.  This paragraph shall expressly survive Termination.  

13.  Release.  I hereby grant and assign to Company, and its affiliates, members, partners, designees, agents, successors or assigns an unrestricted, perpetual, worldwide, irrevocable, royalty-free, transferable, sub-licensable and fully paid license to use, reuse, license, reproduce, modify, adapt, publish, edit, translate, display, perform, distribute, transmit, broadcast, communicate to the public and otherwise exhibit throughout the world, create derivative works from, sublicense the same rights consistent with the terms of this Agreement, and otherwise exploit and use (collective “Use”) my name, including nicknames and social media handles, likeness, image, photograph, biographical information, voice, persona, opinions, comments, and in any and all media and by any means of transmission, distribution or communication, whether now known or hereafter created, including by way of example and not limitation, any television, radio, the Internet and online forums, and in audio visual works, photographs, sound recordings, marketing and public relations materials, publications and the like (collectively, “News Media Materials”) for advertising, publicizing, marketing and promotion of the Business.  Mission Maker acknowledges that the terms and conditions of this Agreement, including the Commission payable hereunder, is sufficient consideration for the license and assignment of the News Media Materials to Company and waives any and all rights to any further consideration for Company’s use of same.  Mission Maker further hereby waives any right to inspect, approve or disprove of any form of News Media Materials, so long as such News Media Materials do not otherwise violate applicable law.  This paragraph shall expressly survive Termination.  

14. Warranty and Disclaimer.  Company warrants that the Products as and when delivered by Company shall be free from material defects.  Mission Maker’s sole and exclusive remedy, for breach of this warranty shall be to return any defective Product and receive a replacement of such Product or credit as described in the Policies & Procedures.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY HEREBY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE PRODUCTS, SERVICES, COMMISSION, TAX CONSEQUENCES, BUSINESS OPPORTUNITY, MARKETING MATERIALS, BUSINESS SUPPLIES AND ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABLITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ACCURACY OR COMPLETENESS OF CONTENT, RESULTS, LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT, AND CORRESPONDENCE TO DESCRIPTION.  This paragraph shall expressly survive Termination.

15.  Site Downtime.  Each party hereto acknowledges that the website for any Mission Maker may be subject to temporary shutdowns from time to time for maintenance and/or due to causes beyond the Company or Mission Maker’s reasonable control, and that neither party shall have any liability to the other by reason of any such shutdowns, unless shutdown of the Mission Maker’s website is due to the intentional misconduct or negligence of Mission Maker.

16. Indemnification.  Mission Maker shall indemnify and hold Company, its officers, managers, members, employees, agents, successors, and assigns, harmless from and against any and all losses, damages or expenses of whatever form or nature, including reasonable attorneys’ fees and other costs of legal defense, whether direct or indirect, for all proceedings, trials, and appeals, that they, or any of them, may sustain or incur as a result of any acts or omissions of Mission Maker or any of its directors, managers, members, shareholders, officers, employees, or agents in connection with this Agreement including, but not limited to, (i) breach or default of any of the provisions of this Agreement, (ii) intentional wrongdoing, negligence or other tortious conduct, (iii) representations or statements not specifically authorized by the Company in this Agreement or otherwise in writing, (iv) violation by Mission Maker, or any of its directors, managers, members, shareholders, officers, employees, agents, servants or contractors of any law, regulation, order, or agreement relating to arising from the Mission Maker’s performance or non-performance of this Agreement, or otherwise, and/or (v) a determination by a Court or agency that I am not an independent contractor. This paragraph shall expressly survive Termination.

17.  Status.  Mission Maker’s status under this Agreement is as an independent contractor. Compliance and performance by Mission maker under this Agreement is subject solely to the exclusive direction and control of Mission Maker. Nothing contained in this Agreement is intended to create a partnership, joint venture, or other joint business relationship between Company and Mission maker. Neither party shall have the right, power or authority under this Agreement to create or incur any liability or other obligation that is binding upon the other party or to which its property is or may become subject. Without limiting the generality of the foregoing, except as otherwise expressly authorized by the Company in writing, Mission maker shall have no right, power or authority to incur or create any liability or other obligation on the part of the Company in connection with this Agreement, except as otherwise specifically authorized herein or in the Policies & Procedures. Mission Maker shall be solely responsible for reporting the Commission payable hereunder to the appropriate federal, state and local taxing authorities, and shall further remit any income tax or other tax which may become due and payable to such authorities.  Mission Maker agrees to complete and submit to the Company, and update as applicable, Form W-9. 

18.  Termination.  Either party may terminate this Agreement for any reason or no reason by written notice delivered to the other party as provided herein (“Termination”), and the Termination shall be deemed effective upon dispatch of such written notice.  Thereafter, but in no event later than five (5) days following the effective date of Termination, Mission Maker shall remit all amounts payable to Company through the effective date of Termination, without set off of any Commission, or portion thereof.  Further, upon Termination, Mission Maker shall immediately: (i) cease use and distribution of any Company Material and Confidential Information and shall deliver all Company Material and Confidential Information in Mission Maker’s control and possession to Company; (ii) cease performance of the Services; (iii) cease representing himself or herself as a contractor or representative of the Business or Company; and (iii) be ineligible for any further Commission.

19.  Effect of Termination.  Termination shall not (i) release, discharge or adversely affect or impair any claim, demand or cause of action arising under this Agreement based in whole or in part on any state of facts existing as of the date of Termination, including any action for damages or other relief for breach or default of this Agreement or for indemnification payable pursuant to Paragraph 16, (ii) waive, release, relinquish or otherwise adversely affect or impair any party’s obligation under this Agreement to comply with or perform any covenant, representation, warranty, or agreement contained in this Agreement that survives the Termination, or (iii) release, discharge or adversely affect or impair the enforcement or prosecution of any claim, demand or cause of action arising under this Agreement after Termination. 

20.  Remedies for Breach.  If Mission Maker, its officers, managers, owners, agents, employees, contractors, or affiliates, commits a breach, or is about to commit a breach, of any provision of this Agreement, the Company shall have the right to have the provisions of this Agreement specifically enforced by any Court having equity jurisdiction, including, but not limited to, injunctive relief, without being required to post bond or other security, unless otherwise required by applicable law, and without having to prove the inadequacy of the available remedies at law, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to Company, and that money damages will not provide an adequate remedy to either. In addition, Company may take all such other actions and seek all remedies available to Company under law or in equity and shall be entitled to seek damages sustained by reason of such breach. In the event that either party institutes legal action to enforce any provisions of this Agreement, or to remedy any breach of this Agreement, and in the event that party prevails in any respect, such party shall be entitled to recover its costs, including attorneys’ fees, expended in connection with such action.

21. Limitation of Damages.  NOTWITHSTANDING PARAGRAPH 20, MISSION MAKER, AND ITS OFFICERS MANAGERS, OWNERS, AND ASSOCIATES HEREBY RELEASE COMPANY, ITS MANAGERS, MEMBERS, AFFILIATES, EMPLOYEES, AND AGENTS, AND WAIVE ANY CLAIM OF ANY AND ALL CLAIMS OR DEMANDS FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST BUSINESS, AND LOST OPPORTUNITIES, DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE COMPANY’S PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, ACTS OR OMISSIONS, PERFORMANCE OR NON-PERFORMANCE OF THE BUSINESS, OR OTHER MATTERS BETWEEN MISSION MAKER AND THE COMPANY, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHER THEORY OF LIABILITY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY, OR OTHERWISE).  IT IS AGREED THAT ANY DAMAGES CLAIMED BY MISSION MAKER SHALL NOT EXCEED, AND ARE HEREBY EXPRESSLY LIMITED TO THE AMOUNT OF COMMISSION DUE AND OWING TO MISSION MAKER FOR SERVICES PERFORMED IN ACCORDANCE WITH THIS AGREEMENT, AND NOT OTHERWISE SUBJECT TO SET-OFF AS PROVIDED HEREIN.

22. Set-Off Rights.  Company reserves the right to set-off and offset against any Commission payable to Mission Maker, the amount of any loss, injury, damage, or expense that is incurred by Company and which arises from or relates to: (i) a breach of this Agreement, (ii) any wrongdoing or unlawful act, (iii) any intentional or negligent act or omission on the part of Mission Maker, his/her officers, managers, members, agents, contractors or representatives in relation to this Agreement, and (iv) any matter for which the Company is entitled to indemnification pursuant to this Agreement. This right of set-off is in addition to any other rights and remedies reserved to Company in this Agreement. 

23.  Governing Law.  The validity, construction, enforcement and interpretation of this Agreement shall be governed by the substantive laws of the State of Florida.  Venue for any action, suit, or proceeding arising out of this Agreement shall lie in Sarasota County, Florida. 

24. Compliance with Law.  Mission Maker shall comply with any and all governmental laws, regulations, and orders which may apply to Mission Maker by reason of his or her execution of and/or performance of this Agreement.

25. Other Agreements. Company and Mission Maker represent that this Agreement constitutes the legal, valid and binding obligation of each, enforceable against each in accordance with its terms. Company and Mission Maker have all right, power and authority to make the covenants, representations and warranties herein. Each party represents and warrants that neither is subject to any agreement, instrument, order, judgment or decree of any kind, or any other restrictive agreement of any character, which would prevent such party from entering into this Agreement or which would be breached by the performance of this Agreement.

26. Benefit.  This Agreement shall inure to the benefit of and be binding upon the successors in interest of the Parties. Notwithstanding, neither party shall have any right to assign its rights or obligations under this Agreement, without the prior written consent of the other party, and any such assignment by a party shall not release or discharge that party from its obligations under this Agreement.

27. Third Party Beneficiary.  Nothing contained in this Agreement shall be construed so as to grant or confer on any person other than the Company and Mission Maker, their successors and permitted assigns, any rights or privileges under this Agreement, and no person is intended to be a third-party beneficiary of this Agreement.

28.  Non-Circumvention.  To the extent the actions of either party pursuant to this Agreement give rise to a business opportunity with a third party that would be compensable pursuant to this Agreement, the other party shall not circumvent the first party by terminating this Agreement in order to deal directly with the third party.

29.  Restrictive Covenants as Essential Elements of this Agreement. It is understood by and between the parties hereto that the foregoing restrictive covenants contained in this Agreement are essential elements and conditions of this Agreement, shall expressly survive Termination, and that, but for the agreement of Mission Maker to comply with such covenants, Company would not have agreed to enter into this Agreement. The existence of any claim or cause of action of Mission Maker against Company, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by Company of such covenants, it being expressly understood and agreed by the parties that the restrictive covenants herein shall be deemed independent of the other terms and covenants and conditions of this Agreement.

30. Notice    All notices, objections or other communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered (return receipt requested), or mailed by certified mail (return receipt requested), or by Federal Express, or another nationally recognized courier service as follows:
If to Company:     Mission of Mary, LLC
Attention: Mary D. Jayne
2107 Delaney Avenue
Orlando, Florida 32806

31.  Entire Agreement; Amendment; Waiver.  This Agreement, the Policies & Procedures, and the Commission Plan, embodies the entire agreement and understanding between the parties relating to the subject matter hereof, and there are no covenants, promises, agreements, conditions or understandings, oral or written, except as provided herein. This Agreement may not be amended, waived or discharged except by an instrument in writing executed by Company.  Company may amend this Agreement at any time in Company’s sole discretion, provided, however, that any Commission earned on or before notice of such amendment shall not otherwise be modified by such amendment. The failure of a party to this Agreement to insist upon or enforce strict performance of any provision of this Agreement or to exercise any right, power or authority under this Agreement or available at law, in equity or by agreement, or the single or partial exercise of any such right, power or authority, shall not preclude any or further exercise thereof or the exercise of any other right, power, or authority, or be construed as a waiver, renouncement or relinquishment to any extent of that party’s right to assert or rely upon that provision, right, power or authority in that or any other instance, and that provision, right, power or authority shall continue in full legal force and effect without waiver, renouncement or relinquishment. No waiver of any provision of this Agreement shall be binding unless in writing and signed by the party sought to be bound. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision of this Agreement, whether or not similar, nor shall any waiver constitute a continuing waiver, unless otherwise expressly provided.

32.  Construction.  Whenever the context so requires, references in this Agreement to the singular shall include the plural, and the plural shall include the singular, and the masculine the feminine, the feminine the masculine, and the neuter both. There shall be no rule of construction for or against any party by reason of the physical preparation of this Agreement. Paragraph, section and other headings used in this Agreement are used for convenience only, and shall not be construed as limiting this Agreement or any of its several paragraphs, sections or other parts to the provisions described by those headings. Each paragraph, section, provision, sentence, and part thereof of this Agreement shall be severable from each other paragraph, section, provision, sentence, or part thereof, and the invalidity or unenforceability of any such paragraph, section, provision, sentence, or part thereof, shall not affect the validity or enforceability of the balance of this Agreement, and the Court shall have the power to reduce the scope of such paragraph to the extent necessary to make such paragraph enforceable and, in its reduced form, such paragraph shall then be enforceable to the maximum extent permitted by law.  This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which together shall
constitute one and the same instrument.

33.  Cumulative and Concurrent Remedies.  The remedies under this Agreement are cumulative and concurrent and not exclusive of any remedies available at law, in equity or by agreement.

34. Covenants Constitutes Promises.  All covenants, representations, and warranties contained in this Agreement constitute promises given in consideration of the provisions of this Agreement.

35. Survival. All covenants, representations, warranties, and agreements contained in this Agreement shall survive Termination for the applicable period of limitations imposed by law.

36.  Force Majeure.  Neither party shall be in breach or default of this Agreement or be liable to the other party for any delay in or failure of performance under this Agreement that directly or indirectly results from governmental action, including an order, regulation or restriction of federal or state governmental, military or lawfully established civilian authorities; acts of public enemies or terrorists; riot; insurrection; rebellion; revolution; state of war (declared or undeclared), war conditions similar to a state of war, or preparation to a state of war, or preparation for war; sabotage; blockade; embargo; fire; explosion; earthquake; nuclear accident; flood; strike; lockout; plague or other epidemics; chemical, biological or nuclear catastrophe; power blackout; hurricane, tropical storm, tornado or unusually severe weather condition; or other causes beyond that party’s reasonable control, and the time for that party’s performance under this Agreement shall be extended for a period, not to exceed thirty (30) days, equal to the commercially reasonable period of delay resulting from any such cause.

37.  Definitions. “Customers” shall mean any purchaser of the Products who completes such purchase for the purpose of using or gifting such Products, and who does not purchase the Products for purpose of resale or distribution. “Products” shall mean the products and items offered for sale by the Business during the Term and Restricted Period. “Return Policy” shall mean the terms and conditions of returns of Products and refunds permitted to be released to Customers in accordance with the Policies & Procedures. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]