Dealer Application

   THIS AGREEMENT is entered into as of , by and between Ultra Water Bar, (hereinafter the ”COMPANY"), and : (hereinafter the “DEALER”), hereinafter collectively referred to as the “PARTIES”.

WITNESSETH:
WHEREAS, COMPANY desires to enter into a contract with DEALER whereby DEALER performs Ultra Water Bar sales activity and COMPANY provides DEALER with products, training, support, and assistance in that regard; and

WHEREAS, DEALER desires to provide such sales services to COMPANY in exchange for commissions as set forth in “Exhibit A” to this agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the PARTIES hereby contract and agree as follows:

1. Purpose. The purpose of this Agreement is to define the relationship between COMPANY and DEALER as that of two PARTIES contracting for specific products and services. It is also the purpose of this Agreement to set forth certain restrictions upon the: (i) exchange and / or dissemination of and (ii) the use of confidential information held by COMPANY.

2. Sales services. In exchange for the commissions set forth in “Exhibit A” to this Agreement, DEALER agrees to use its best efforts to sell and promote COMPANY’S Ultra Water Bar products. DEALER shall cooperate and help coordinate vetting and qualifying potential customers by the COMPANY.

3. Confidential Information. The PARTIES acknowledge that all information in any form ("Confidential Information") provided by the COMPANY to the DEALER heretofore or hereafter (other than information which has been released by the COMPANY to the general public or is otherwise readily ascertainable from public or published information or sources) constitutes confidential and proprietary information and includes the trade secrets of the Company. The Confidential Information includes lists of customers, as well as potential customers, vendors and companies that DEALER uses in the performance of DEALER’s responsibilities associated with this Agreement; any patents and/or patent applications; inventions and improvements, whether patentable or not; development projects; algorithms, software and related documentation and materials; and designs, templates, practices, processes, methods, data, know-how, plans, reports, specifications, studies and other information relating to the COMPANY’s existing and/or proposed businesses, financial matters, sales marketing, customers and/or dealers and data bases and lists containing such, business plans (specifically including the Ultra Water Bar program), business models (specifically including the Ultra Water Bar program), and strategic plans and other aspects of the COMPANY’s existing and/or proposed businesses, distributors’ personal information, financial conditions and operations. In any case, the Confidential Information will specifically include any and all disclosures pertaining to, relating to, or evidencing any affiliations, partnerships, distributorships, or agency relationships between Ultra Water Bar and any other individual or entity.

The DEALER agrees to hold in confidence any and all Confidential Information disclosed except as outlined in this agreement, discussion and internal evaluation purposes provided by this Agreement or with the written permission from the COMPANY. In the event of termination of this
agreement, DEALER shall immediately return any copies of the information to COMPANY or, at the election of COMPANY, shall immediately destroy any such copies, however stored. The Provisions of Article 3 of this agreement shall survive in effect for twenty-four (24) months after termination for any cause.

4. Independent Contractor. In the performance of services by DEALER pursuant to the terms of this Agreement, DEALER acknowledges and agrees that DEALER shall at all times be acting as an independent contractor, and the relationship between the PARTIES hereto shall not be deemed to be that of an employer/employee relationship. DEALER is an independent contractor. DEALER is not authorized to act on behalf of COMPANY, and may not bind COMPANY or purport to bind COMPANY to any obligation. DEALER shall comply with all applicable provisions of the law and other rules and regulations applicable to DEALER's business. DEALER acknowledges and agrees that COMPANY will not deduct and withhold from payments to DEALER any taxes, of any type. The DEALER acknowledges and agrees that it will be the sole responsibility of DEALER to, and DEALER will, pay all applicable income and employment taxes, SECA taxes as well as any other required tax payments that are owed by DEALER. DEALER agrees to indemnify and hold COMPANY harmless from and against any and all tax liabilities.

5. Compensation. For the services performed by DEALER, COMPANY shall pay DEALER in accordance with the schedule attached hereto as Exhibit A.

6. Minimum Advertised Pricing. DEALER agrees to advertise supplied products at least at the Minimum Advertised Price (“MAP”) as shown on the UltraWaterBar.com corporate website. Any advertising indicating a discount or incentive of any kind, whether by offering a price below MAP or offering any promotions such as, but not limited to, “special pricing”, “demo model discounts”, “specials”, “sales”, “promotions”, “product, goods or service packages” or other unique propositions or offers with order is not permitted. Public advertising of any kind, including store signage, mailings, group emailing, web ads or any other form of public promotion cannot indicate a price incentive below MAP of any kind. Free shipping on ionizers only is the one exception to this and is permitted.

Any violation of MAP Pricing (publicly advertised in ANY manner) will result in the following disciplinary procedure:
a) First Offense: verbal and written warning / demand to cease non-compliant practices and correct the violation; first offense violations must be corrected within 48 hours.
b) Second Offense (or failure to comply with the First Offense demand to cease) constitutes grounds for the COMPANY to suspend the dealership and/or terminate this agreement.

7. Internet Retailing and Marketing. The COMPANY takes the integrity and protection of its pricing, DEALER sales and DEALER’S investment in them very seriously. DEALERS may (a) sell Ultra Water Bar products; and (b) promote Ultra Water Bar, on independent websites, that they own, and that have a unique URL. Both the URL and website design are subject to approval by the COMPANY.

8. Effective Date / Term. This Agreement shall become effective as of the date recorded in the first paragraph of page one of this agreement and shall continue for a period of two (2) years unless earlier terminated as provided in Paragraph 11 below. The foregoing notwithstanding, if this Agreement has not been terminated prior to the Expiration Date, the term hereof shall be extended automatically, without any further action being required of either party, for one (1) year and shall continue to be renewed for successive one (1) year periods unless and until this Agreement is terminated as provided herein.

9. No Claims. DEALER is prohibited from making false, unsubstantiated and/or misleading claims regarding the COMPANY, its products and their potential effects and/or the COMPANY’S business opportunities. This includes but is not limited to advertising or marking COMPANY's products in conjunction with health and or income claims that are not provided in official COMPANY literature.

10. Sales Requirement. The DEALER must sell or place under contract at least a minimum of five (5) Ultra Water Bar vending units per year commencing on the effective date of this Agreement or the DEALER shall be deemed in breach. If in any period the DEALER does not meet this requirement, the COMPANY reserves the right to terminate this Agreement entirely.

11. Exclusivity. While the COMPANY shall take all reasonable steps to protect the DEALER’S leads, customers and sales, this Agreement is not exclusive. DEALER is not entering into a franchise agreement or contracting for an exclusive territory. Within non-exclusive territories, the COMPANY may enter into similar agreements with other third-party sellers that may compete with the DEALER's business. Exclusivity can be earned and contractually granted by the COMPANY in a defined territory upon the DEALER’s fulfillment of sales volume requirements as set forth by the COMPANY.

12. Non-Solicitation of COMPANY’s Employees, Clients or Customers. For the duration of this Agreement with COMPANY, and for a period of twenty-four 24 months after the termination of such agreement, DEALER shall not solicit, recruit, employ, or endeavor to employ or hire any individuals who, during the last six months prior to termination of this agreement, worked for COMPANY either as an employee or as an independent contractor, or was a business client or customer of COMPANY.

13. Covenant Not to Compete. During the term of this agreement and for a period of twenty-four (24) months commencing on the date of termination of this agreement with COMPANY, DEALER will not, directly or indirectly, in association with, or as a stockholder, director, officer, DEALER, employee, partner, joint venture, member or otherwise of any person, firm, corporation, partnership, association, or other entity, engage in any conduct that is directly or indirectly competitive with the Ultra Water Bar business.

14. Other Terms Relating To Restrictions. DEALER expressly agrees that the character, duration, and geographic scope of the restrictive covenants are reasonable in light of the circumstances, as they exist on the date hereof. If a court of a competent jurisdiction subsequently determines that the character, duration, or geographic scope of such provisions is unreasonable, then it is the intention and the agreement of the DEALER and COMPANY that this Covenant shall be construed by the court in such a manner as to impose only those restrictions on DEALER's conduct that are reasonable in light of the circumstances as they exist at that time.

(a) The restrictions, restraints, and limitations imposed upon DEALER in this Agreement (collectively the "Restrictions") apply to actions by DEALER, its officers, employees, directors, stockholders, partners, joint ventures, associates, DEALERs, representatives, principals, agents, salesmen, servicemen or individuals in similar capacities with DEALER.

(b) If COMPANY shall be required to seek relief in any court or other tribunal, then the Restrictions shall be extended for a period of time equal to the duration of such proceedings, including appeals, and excluding any periods during which the court or other tribunal has ordered DEALER to honor the Restrictions and DEALER has complied with such order.

(c) Restrictions that apply after the termination of DEALER's agreement with COMPANY apply whether the termination of this agreement is initiated by DEALER, COMPANY, or by mutual consent, and whether it is with or without cause.

(d) DEALER acknowledges that monetary damages alone will not adequately compensate COMPANY in the event of a breach by DEALER of the Restrictions. Therefore, in addition to all remedies available to COMPANY in the event of a breach by DEALER of the Restrictions, DEALER agrees to submit to any interim restraints and permanent injunctive relief for the enforcement thereof.

15. Arbitration. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator(s) shall apply the law of Nevada and the arbitration shall be held in or within 25 miles of Reno, NV.

(a) Any party may demand arbitration by sending written notice to the other party. In any dispute that involves more than $100,000 in damages, three arbitrators shall be used.

(b) The costs of arbitration, but not the costs and expenses of the PARTIES, shall be shared equally by the PARTIES. If a party fails to proceed with arbitration, unsuccessfully challenges the arbitration award, or fails to comply with the arbitration award, the other party is entitled to costs, including reasonable attorney's fees, for having to compel arbitration or defend or enforce the award. Except as otherwise required by law, the PARTIES and the arbitrator(s) shall maintain as confidential all information or documents obtained during the arbitration process, including the resolution of the dispute.

16. Termination. In the event of a material breach by either party of any material agreement, covenant, or obligation under this Agreement, the non-breaching party shall have the right to terminate this Agreement by giving the other party five (5) days’ prior written notice of such termination.

17. Remedies. DEALER agrees that the covenants contained in Articles 3 and 11, of this Agreement are of the essence of this Agreement; the covenants are reasonable and necessary to protect and preserve the interests and property of COMPANY; and that irreparable loss and damage will be suffered by COMPANY should DEALER breach said covenants. Therefore, DEALER agrees and consents that, in addition to all the remedies provided at law or in equity, COMPANY shall be entitled to a temporary restraining order and temporary and permanent injunctions to prevent a breach or threatened breach of said covenants. The existence of any claim, demand, action or cause of action of DEALER against COMPANY shall not constitute a defense to the enforcement by COMPANY of any of the covenants or agreements herein.

18. Invalid Provisions and Severability. The invalidity or unenforceability of any one or more of the particular provisions of this Agreement shall not affect the enforceability of the other provisions hereof, all of which are inserted conditionally on their being valid in law. In the event one or more provisions contained shall be invalid, this Agreement shall be construed as if such invalid provision had not been inserted, provided that if such invalidity shall be caused by any value, any price, the length of any period of time or the scope of activities set forth in any provision hereof, such value, price, period of time or scope shall be considered to be adjusted to a value, price, period of time or scope that would cure such invalidity. The PARTIES hereto agree that the covenants and obligations contained in this Agreement are severable and divisible, that none of such covenants or obligations depend on any other covenants or obligations for their enforceability, that each such covenant and obligation constitutes an enforceable obligation between the PARTIES, that each such covenant and obligation shall be construed as an agreement independent of any other provision of this Agreement, and that the existence of any claim or cause of action by one party to this Agreement against another party to this Agreement, whether predicted on this Agreement or otherwise shall not constitute a defense to the enforcement by any party of any such covenants or obligations.

19. Waiver. The waiver of any provisions of this Agreement by any party to this Agreement shall not be effective unless in writing, and no such waiver shall operate or be construed as a waiver of the same type of breach or any other breach on a subsequent occasion.

20. Entire Agreement. This Agreement embodies the entire agreement of the PARTIES on the subject matter herein. No amendment or modification of this Agreement shall be valid or binding upon COMPANY or DEALER unless made in writing and signed by the PARTIES hereto. The PARTIES agree that all prior understandings and agreements relating to the subject matter of this Agreement, to the extent such prior understandings and agreements are inconsistent with this Agreement, are hereby expressly nullified.

21. Survival. The PARTIES hereto acknowledge and agree that the obligations implied in the covenants of Articles 3, 10 and 11 shall specifically survive the termination of this Agreement for twenty-four (24) months.

22. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Nevada.

WHEREFORE, COMPANY has executed and delivered, and DEALER has executed and delivered, this Agreement, effective as of the date as defined in Article 6.

To view Exhibit A (Schedule of Commissions) Please Click Here.

Electronic Signature Agreement (ESA). You agree that by entering your initials and selecting the "I Accept" button these acts constitute your electronic signature and is a valid E-signature under the terms of the ESIGN Act; that your E-signature is the legal equivalent of your manual signature and is your legal and binding consent that you agree to the terms of this agreement as set forth herein. You also agree that no certification authority or other third party verification is necessary to validate your E-signature and that the lack of such will not in any way affect the validity of your consent or the enforceability of your E-signature.

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