SLEEPM DISTRIBUTOR AGREEMENT
1. Authorization and Contract. Sleepm Global Inc. (“Sleepm”) is offering this opportunity to become a Sleepm distributor (“Distributor”) in Canada and the U.S., as well as in any other authorized territory or jurisdiction subsequently added by Sleepm (the “Region”). By executing this Agreement (“Agreement”), you apply for legal authorization to become a Distributor and enter into contract with Sleepm. Your contract with Sleepm includes all of the terms in this Agreement, any renewal form(s) executed or authorized by you, and all Sleepm Policies and Procedures (“Rule” or “Rules”), the Rules in effect at the time you execute this Agreement or Rules that become effective during the term of your contract (‘Distributor Contract”). You acknowledge that prior to signing this Agreement you have received, read and understood a copy of the documentation authorized by Sleepm for use with prospective distributors that contains the average profits, earnings, and sales figures and percentages as published by Sleepm, that you have read and understood the Rules, which are incorporated into this Agreement and made a part of it as if restated in full, as posted on www.sleepm.net and that you have read and agree to all terms set forth in this Agreement. Sleepm reserves the right to reject any application and to modify the Rules at any time for any reason.
2. Independent Contractor Status. You agree this authorization does not make you an employee, agent, or legal representative of Sleepm, your sponsoring Distributor, or any other Distributor. As a self-employed independent contractor, you will be operating your own independent business, buying and selling products and services available through and by Sleepm on your own account. You have complete freedom in determining the number of hours that you will devote to your business, and you have the sole discretion of scheduling such hours. Sleepm will not provide you with a place of business, and if you desire a place of business other than your own residence, you will be responsible for procuring, furnishing, and paying the rental for such place of business. As a self-employed independent contractor, you are responsible for complying with any provincial licensing requirements and municipal zoning and business licensing bylaws. With respect to services performed by you under your Distributor Contract, you will not be treated as an employee for federal or provincial tax purposes, and you will be responsible for payment of any self-employment and other income taxes.
3. Presenting the Plan. You agree when presenting the Sleepm products to present it accurately and entirely in accordance with applicable laws and Rules, emphasizing that the Rules are applicable to all Distributors, and that sales to customers are a requirement to receiving compensation as a Distributor. In presenting the Plan to prospective distributors, you agree not to utilize any literature, materials or aids not produced or specifically authorized in writing by Sleepm. You agree to give all prospective Distributors the documentation authorized by Sleepm for use with prospective distributors that contains the average profits, earnings, and sales figures and percentages as published by Sleepm and orally inform the Prospect that the brochure contains the average profits, earnings, and sales figures and percentages as published by Sleepm.
4. Selling Product and Refunds. You agree that you will not sell any Sleepm products until you have read the Rules, and you agree to make no representations or claims about any products beyond those shown on product labels and/or in Sleepm-authorized documentation. You further agree to sell products available through or by Sleepm only in authorized territories, including all of the countries and territories of the Region except for the United States and the Dominican Republic, and to be bound by all sales tax collection agreements between Sleepm and the various taxing jurisdictions, as well as the related rules and procedures established from time to time by Sleepm to effectuate those agreements. A price list of retail products is available at www.sleepm.net There are no sales quotas or minimum purchase requirements, and you are required to sell products at particular price.
5. Sleepm’s Proprietary Information and Trade Secrets. You recognize and agree that, as further set forth in the Rules, the Sleepm documentation provided to you constitutes a commercially advantageous, unique and proprietary trade secret owned by Sleepm. During the term of your Distributor Contract, in accordance with and subject to compliance with the Rules, Sleepm grants you a limited, non-exclusive, non-transferable and revocable license to use thos documentation and other proprietary information, such as confidential business reports, manufacturing and product developments, and Distributor sales, earnings and other financial reports only as necessary to facilitate your Sleepm business as contemplated under the Rules and other terms of your Distributor Contract. You acknowledge the substantial value of the Sleepm documentation and other proprietary information to Sleepm and agree to maintain all Sleepm documentation and other proprietary information in strictest confidence and to use it only as authorized by Sleepm. You further agree to not disclose any Sleepm documentation or other proprietary information to any third party, or to use Sleepm documentation or other proprietary information in connection with any other businesses. Upon expiration or termination of your Distributor Contract, you agree promptly to return any and all Sleepm documentation and other proprietary information to Sleepm and immediately discontinue any further use therefore. This covenant shall survive the expiration or termination of your Distributor Contract for any reason.
6. Non-Competition Agreement. In accordance with the Rules, you agree that during the period while you are a Distributor, and for eighteen months following expiration or termination of your Distributor Contract, you will not compete with Sleepm. This covenant shall survive the expiration or termination of your Distributor Contract for any reason.
7. Non-Solicitation Agreement. In accordance with the Rules, you agree that during the period while you are a Distributor, and for two years following expiration or termination of your Distributor Contract, you will not encourage, solicit, or otherwise attempt to recruit or persuade any other Distributor to compete with the business of Sleepm. This covenant shall survive the expiration or termination of your Distributor Contract for any reason. You further agree in accordance with the Rules that while you are a Distributor, you will not (i) sell, offer to sell or promote other business opportunities, multi-level marketing programs, competing products, or competing services; or (ii) solicit, directly or indirectly, other Distributors whom you did not personally sponsor in order to sell, offer to sell, or promote other products, services, multi-level marketing programs, business opportunities, investments, securities, or loans not offered through or by Sleepm.
8. Personal and Business Data. You agree that, subject to Sleepm’s policies and procedures and Privacy Statements, Sleepm may obtain, record, use, hold, transfer, dispose of and otherwise process with other Sleepm Distributors, Sleepm affiliates and third parties, such personal and business information as may be necessary to enable Sleepm to fulfill its obligations under your Distributor Contract, or which Sleepm determines is expedient to support its business operations. This personal and business information may include information relating to you, your family and your business activities. You agree to obtain, record, use, hold, transfer, dispose of and otherwise process any personal information in your possession about customers, other Sleepm Distributors or any other person (however and whomever obtained from) only in accordance with your Distributor Contract. Unless otherwise provided by Sleepm, you shall (i) only use such personal information for your own Sleepm business and for no other purpose(s); (ii) comply with your obligations regarding privacy and data security as set forth in your Distributor Contract; (iii) comply with like privacy and data security obligations to those imposed on Sleepm under applicable laws in respect of such information.
9. Termination by Notice or Upon Breach. You may terminate your Distributor Contract at any time prior to expiration by written communication to Sleepm. Sleepm may terminate your Distributor Contract as a result of breach of any of the provisions of your Distributor Contract. Sleepm may also take actions short of termination of your Distributor Contract, if you breach any of its provisions. In determining what actions to take in the event of breach of the Distributor Contract, Sleepm may consider without limitation the nature and severity of the breach, whether the breach can be or has been cured following notification by Sleepm of the existence of the same, and whether there are multiple simultaneous, serial or repeating breaches.
10. Jurisdiction and Governing Law. The formation, construction, interpretation, and enforceability of your Distributor Contract, and all claims arising from or relating to the Distributor Contract, shall be governed by the law applicable in the Province of Ontario, without giving effect to any choice of law or conflicts of law rules or provisions (whether of the Province of Ontario or any other jurisdiction) that would cause the application of laws applicable in any jurisdiction other than the Province of Ontario. The place where the Distributor Contract is made is Ontario. Notwithstanding the language of this Agreement, the English language version of the Agreement shall govern.
11. Dispute Resolution. You agree to submit any dispute you may have with another Distributor, a former Distributor, Sleepm, or with any officers, directors, agents, or employees of those parties; or with any parent, subsidiary, affiliate, predecessor or successor of Sleepm or any of their officers, directors, agents, or employees; to conciliation. You further agree that if any claim or dispute cannot be resolved by good faith efforts in conciliation, you will submit any remaining claim or dispute arising out of or relating to your Distributor Contract (including any claim against another Distributor, a former Distributor, Sleepm; or with any officers, directors, agents, or employees of those parties; or with any parent, subsidiary, affiliate, predecessor or successor of Sleepm or any of their officers, directors, agents, or employees), to binding arbitration in accordance with the Rules. The arbitration award shall be final and binding and judgment may be entered upon it by any court of competent jurisdiction. Demand for arbitration shall be made within 2 years after the claim arose, but in no event after the date when the initiation of legal proceedings would have been barred by the applicable statute of limitations. The Ontario Arbitration Act, 1991, S.O. 1991, c.17, as it may be amended from time to time, shall govern the interpretation and enforcement of the arbitration rules and arbitration proceedings in Canada. The agreement to conciliate and arbitrate is reciprocal and binds Sleepm and the Distributors. The Arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable.
12. Miscellaneous. The provisions of your Distributor Contract with Sleepm are severable. In the event that an arbitrator or court of competent jurisdiction determines any portion of the Distributor Contract is unenforceable in any respect, then it shall enforce the rest of the Distributor Contract to its fullest extent permitted by law without affecting the enforceability of the remaining provisions of the Distributor Contract. No waiver of any default or breach of any provision of your Distributor Contract, or failure to enforce rights contained therein, shall operate as or be deemed a waiver of any subsequent default or breach. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The provisions of your Distributor Contract, including all documents incorporated herein by reference, embody the whole agreement between you and Sleepm and supersede any prior agreements, understandings and obligations between you and Sleepm concerning the subject matter of your contract with Sleepm.
RETURN THIS COMPLETED FORM TO SLEEPM TO FINALIZE YOUR DISTRIBUTOR REGISTRATION.