ex10-4.htm


    
      

      

    

    Exhibit 10.4

    

    

     

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      



    
      InnerLight
Worldwide, Inc. - Independent Representative Agreement

      


      I hereby
request application to become an Independent Business Consultant (“IBC”) for
InnerLight Worldwide, Inc. (“The Company”), and agree to be bound by the terms
and conditions set forth in this Independent Business Consultant Agreement, the
Company Policies and Procedures as well as the Company Compensation Plan which
are incorporated herein by reference.

      


      
        	
                1. I
      am of legal age, in the state or Country in which I currently reside, to
      enter into this Agreement.

                I
      understand that this Application and Agreement is not effective until it
      is accepted by the Company.
      I acknowledge that the acceptance of this Agreement the Company does not
      institute the sale
      of a franchise or the grant of a specific right to a particular
      territory.

                 

                2.
      As an Independent Business Consultant (“IBC”), I understand and agree that
      the term of this Agreement
      is for a period of twelve (12) months from the date of acceptance by the
      Company, and  

                must
      apply for a renewal of my contract annually in accordance with the
      Company’s Policies and Procedures.
      In the event I fail to renew my Independent Business Consultant (“IBC”)
      status, all of my
      rights and privileges to commissions, performance bonuses, and products
      will terminate upon the expiration
      of this Agreement, and I may not apply for Independent Business Consultant
      (“IBC”) status
      for a period of six (6) months. Upon expiration of this Agreement, all of
      my rights and benefits as
      an Independent Business Consultant (“IBC”), shall return to and become the
      property of the Company.

                 

                3.
      Upon acceptance of my application by the Company, I will be eligible to
      contract for the sale of products
      and services offered by the Company as well as receive commissions in
      therewith in accordance
      with this Agreement, the Policies and Procedures, and the Compensation
      Plan. I am at liberty
      to set my own hours of operation and to determine my own locations and
      methods of selling as
      long as they do not violate the Company’s Policies and Procedures. For
      notification purposes, my address
      as indicated on this Agreement shall be deemed to be my correct address
      unless and until written
      notification of a change of address is provided in writing by me to the
      Company. 

                 

                4. I
      acknowledge that I am an independent contractor, not an agent, employee,
      or franchise of the Company,
      and that I will not be treated as an employee in regard to any laws
      covering employees, including
      but not limited to the Federal Unemployment Tax Act, the Federal Insurance
      Contribution Act,
      the Social Security Act, State Unemployment Tax Acts or State Employment
      Security Acts. I agree
      that I am responsible for all applicable federal and state income taxes,
      self-employment taxes, sales
      taxes, and/or local license fees, which may become due as a result of my
      activities under this Agreement.

                 

                5.
      As an Independent Business Consultant (“IBC”), I understand and
      acknowledge that my earnings or
      profits will consist solely of commissions, performance bonuses and/or
      overrides directly relating to
      the sale of the Company’s products and services. I am not guaranteed any
      earnings or profits and I certify
      that neither the Company nor any other person has made any warranty claims
      of profits or expected
      earnings that might be derived from my involvement as an Independent
      Business Consultant
      (“IBC”). I hereby agree to represent the Company’s Compensation Plan , its
      products and/or
      services fairly and completely, emphasizing that retail sales are a
      requirement, that no purchase
      of products or services is required at any level and that no earnings are
      guaranteed by participating
      in the Company’s marketing program. I agree to refrain from making any
      representation
      that an Independent Business Consultant (“IBC”) may earn a guaranteed or
      specified amount
      of income, that sponsoring in any way is easy to obtain or retain or that
      an Independent Business
      Consultant (“IBC”) is guaranteed to succeed in this Company’s marketing
      program.

                 

                6. I
      acknowledge that the Company’s marketing program is built upon retail
      sales to the consumer. The
      Company also understands that Independent Business Consultants (“IBCs”)
      may wish to purchase
      product and or service in reasonable amounts for their own personal or
      family consumption.
      With this in mind, a retail sale shall include sales of purchase products
      and services to Independent
      Business Consultants (“IBCs”) for personal or family use which are not
      made for purposes
      of qualification, advancement or earning of commissions and or performance
      bonuses, as well
      as sales to non-participants. It is a policy of the Company, however, to
      strictly prohibit the purchase
      of a product or large quantities of inventory in unreasonable amounts
      solely for the purpose of
      qualifications, advancement or earning of a commission and or performance
      bonus under the Compensation
      Plan. As an Independent Business Consultant (“IBC”), I understand and
      agree that I shall
      not inventory load and/or encourage others to load up on inventory. I
      further agree that Independent
      Business Consultants (“IBCs”), must fulfill all Qualification Rules,
      including all published
      personal and downline retail sales requirements, as well as supervisory
      responsibilities, to qualify
      for performance bonuses, overrides or advancements. Independent
      Representative (” IR”)
      purchases shall automatically be modified to comply with the exemption
      requirements set forth in any
      applicable state laws regulating business opportunities.

                 

                7. I
      understand that the Company may instantaneously terminate any Independent
      Business Consultant
      (“IBC”) who discredits the Company’s name, violates any requirement set
      forth in this Agreement,
      the Policies and Procedures, the Compensation Plan or other literature of
      the Company, or
      misrepresents the Company’s products and services or business opportunity
      by making claims contrary
      to the company’s literature.

                 

                8. I
      have the right to cancel my involvement in this marketing program at any
      time and for any reason
      by providing written notice to the Company. Upon notification of my
      termination, the Company
      will repurchase any inventory I may have in accordance with the then
      current Policies and Procedures.
      All of my rights and privileges to compensation, performance bonuses,
      commissions, and
      products or services will terminate upon cancellation of this Agreement,
      and I may not renew my
      status as an Independent Business Consultant (“IBC”) for a period of six
      (6) months. Upon termination
      of this Agreement, all of my rights and benefits as an Independent
      Business Consultant (“IBC”),
      shall return to, and become the property of, the Company.

                 

                9.
      As an Independent Business Consultant (“IBC”) of the Company, I agree to
      keep accurate records and
      to avoid any misleading, or unethical practices. Furthermore, I agree to
      comply with all Federal, State
      and local laws and/or statutes governing the sale or distribution of the
      products and services offered
      by the Company, including but not limited to, licenses or permits which
      may be required of me
      to perform my duties under this Agreement.

                 

                10.
      (A) I have carefully reviewed the Company’s Policies and Procedures and
      Compensation Plan. I further
      acknowledge that they are incorporated as part of this Agreement in their
      present form and as they
      may hereafter be amended from time to time. I further agree and understand
      that the Company may,
      in its sole discretion, make periodic changes to its Policies and
      Procedures and Compensation Plan
      and I agree to be bound by said changes when notified by the
      Company.

                (B)
      Notification may be given by updates available at the Company website at
      www.innerlightinc.com
      . As an Independent Business Consultant (“IBC”) you are responsible to
      maintain
      Company updates, including but not limited to, Policies and Procedures and
      the Compensation
      Plan.

              	 	
                11.
      I acknowledge the specific provisions of the Policies and Procedures
      regarding: a) Non-
      Competition; b) Confidentiality; c) Sale of my position, and I
      specifically agree to be bound thereby.

                 

                12.
      I agree that I will place emphasis on the sales of the Company’s products
      and services to the retail
      customers. I further agree that I will comply with the Seventy Percent
      rule (as outlined in the Compensation
      Plan), regarding requisite levels of sales to retail customers. In
      addition, I agree that the
      Company may randomly require me to provide proof of my retail sales
      activities.

                 

                13.
      I understand that no purchases or investments are necessary to enroll as
      an Independent Business Consultant
      (“IBC”). The Company will make available various sales and marketing
      literature and /or promotional
      materials from time to time. However, I am not obligated to purchase any
      materials offered
      by the Company at any time. Product purchases may be returned for a refund
      in accordance with
      the then current Policies and Procedures.

                 

                14.
      As an Independent Business Consultant (“IBC”), I may elect to sponsor
      other Independent Business
      Consultants (“IBCs”), to the Company. I understand that I must perform a
      bona fide supervisory,
      distributive and selling function in the sale or delivery of products and
      services to the consumer
      and in the training of those Independent Business Consultants (“IBCs”) I
      sponsor. I agree I must
      have ongoing communication and contact with, and provide a management
      supervisory role to the
      people in my sales organization. I must be able to provide the Company
      with evidence of ongoing
      fulfillment of my Sponsor duties upon request. I acknowledge that: (a)
      distributor purchases by
      resident Independent Business Consultants (“IBCs”) in Georgia, Maine,
      North Dakota, Michigan, Indiana,
      and West Virginia during the first six (6) months of distributorship are
      limited to the sum of $495.00:
      and (b) purchases during the first 180 days of distributorship or six (6)
      months whichever period
      is longer, are limited as follows: Oklahoma, Indiana, South Dakota and
      Georgia residents the sum
      of $245.00: Texas, Indiana, and Iowa residents the sum of
      $496.00:Washington and Louisiana residents
      the sum of $295.00 and; Connecticut residents the sum of $195.00 during
      the first year of distributorship.

                 

                15.
      From time to time, I may come in contact with information concerning the
      Company, its products
      and services, its business, Independent Business Consultant (“IBC”) status
      and other matters
      associated with various individuals, groups or organizations other than
      the Company, including
      my Sponsor and other Independent Business Consultants (“IBCs”). To the
      extent that any such
      information conflicts with the terms and conditions set forth in this
      Agreement, the Policies and Procedures
      or the Compensation Plan, or other written or oral directives issued by
      the Company, I agree
      the Company’s terms and conditions shall be controlling in every
      case.

                 

                
                  16.
      The Company specifically reserves its sole proprietary interest in its
      name, logo, trademarks and copyrighted
      material to use items for its own business purposes. Therefore, I agree
      that I will not use the
      Company’s name, logo trademarks or copyrighted material in any form or
      fashion without the prior
      written permission of the Company. I understand that I can not repackage
      or re-label the Company’s
      products and services, or sell said products and services under any other
      name or label. I further
      agree not to reproduce, sell or use, for the purpose of advertising,
      promoting, or describing the
      Company’s products and services or other programs, any written, recorded,
      or other materials that
      have been approved or provided by the Company.

                   

                  17.
      I understand and agree that prior written approval from the Company is
      required for the following:
      a) To advertise Company products and services; b) For there to be more
      than one Independent
      Business Consultant (“IBC”) in an immediate family, household or business;
      or, c)
      Issuance of a position in a partnership or corporate name. In any case the
      Company reserves the right
      to approve or refuse such action.

                   

                  18.
      I agree to indemnify and hold the company, its officers, members,
      stockholders, employees and any
      vendor or supplier of the Company harmless from any and all claims damages
      and expenses, including
      any reasonable attorneys fees, arising out of my actions or conduct in
      violation of this Agreement,
      the Policies and Procedures and the Compensation Plan.

                   

                  19.
      I agree that neither the Company, nor any supplier, vendor or other
      company with whom the Company
      does business shall be liable under any circumstances for any indirect,
      special, punitive, compensatory
      or consequential damages or loss of production or profits which may result
      from any cause,
      including, but not limited to, breach of warranty, delay, act, error or
      omission. The obligations of
      the Company and any such supplier, vendor or company are limited to the
      use of best efforts to process
      customer orders.

                   

                  20.
      This Agreement shall be governed by the laws of the state of Utah.
      Disputes, claims and other matters
      between the parties to this Agreement shall be exclusively resolved by an
      action commenced in
      the 4th
      District Court of the State of Utah, located in Provo Utah.
      The Independent Representative
      (IR) and the Company agree to the jurisdiction and venue of this court for
      any disputes that may arise
      between them.

                   

                  21.
      I understand that federal, state and/or local regulatory agencies do not
      endorse or approve any product,
      service, membership program or compensation program of direct marketing
      companies such as
      the one provided by the Company. Therefore, I agree that I will not
      represent that the Company, its
      products and services, or the Compensation Plan has been approved by any
      regulatory agency. 

                   

                  22.
      This Agreement, together with the Policies and Procedures and the
      Compensation Plan, constitutes
      the entire agreement between myself and the Company, and shall not be
      modified or amended
      except in writing and signed by the Company. I understand that this
      Agreement may not be transferred
      or assigned without the prior written consent of the Company. This
      agreement shall be binding
      upon and inure to the benefit of the heirs, successors and permitted
      assigns of the parties hereto.
      If any provision of this Agreement is determined by any authority of
      competent jurisdiction to
      be invalid or unenforceable in part, or in whole for any reason
      whatsoever, the validity of the remaining
      provisions or portions hereof shall not be affected thereby.

                   

                  ANYONE
      PARTICIPATING IN THIS MULTILEVEL MARKETING PROGRAM HAS THE RIGHT TO CANCEL
      HIS/HER
      PARTICIPATION, FOR ANY REASON AT ANY TIME, REGARDLESS OF THE REASON, BY
      PROVIDING
      WRITTEN NOTICE TO THE COMPANY AT ITS PRINCIPAL PLACE OF
      BUSINESS.

                   

                  REV
      030308/052101W

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