Schedule A: Terms & Conditions

 Term and Territory  

The Term of this Agreement is beginning and ending on the dates set forth in this Agreement. FLC shall have the opportunity to renew the Term by sending Ambassador notice at least 60 days before the end of the Term. The duration of this Agreement is referred to as the "Term." The Territory shall be the United States (Territory").

Relationship of Parties

Nothing contained in this Agreement shall be deemed or construed to place the parties in the relationship of partners, joint venturers, principal-agents, or employer-employee, it being understood that the parties hereto are and will remain independent contractors in all respects, and neither party shall have any right to obligate or bind the other in any manner whatsoever.

Representations and Warranties

Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement and to perform its obligations; (b) the execution and performance of this Agreement will not violate any of its agreements or obligations; and that it will comply with all applicable federal, state and local laws and regulations applicable to such party in connection with this Agreement.

Grant of Rights

Ambassador grants FLC the right to use Ambassador's legal name, approved photos, approved likenesses, approved biography, and endorsements, FLC Ambassador statements, social media posts related to FLC, media interviews and publicity releases related to FLC for the purposes of promoting, marketing and advertising FLC's Brand and Products and Ambassador's role as Product Ambassador. Such uses may include all media now or later known, including in/on Internet, videos, radio, television, printed materials related to the Brand and Products. Any Items agreed upon and approved by FLC and Ambassador, shall not require further approvals if the new uses of the item is the same or equivalent to the approved uses.

Considerations

In consideration of the obligations undertaken by the Ambassador, Ambassador agrees not to commit or engage in any action or behavior that might jeopardize the well-being, goodwill, and/or reputation of FLC. 

1. Confidentiality:
1. The parties to this agreement shall not disclose the works engaged by them to any third party without the other party’s prior written consent.
2. The brand ambassador shall return all the confidential information owned by the company after the termination of this agreement.
3. The parties to this agreement agree to use the other’s confidential information only when the need arises for the purpose of fulfilling their obligation under this agreement. 
2. Non-Competition: 
1. Ambassador shall not promote, represent, sell or distribute any products that are similar to the company’s products, either directly or indirectly, during the term of this agreement and for a period of 8 months (equivalent to one sales season cycle) after the termination of this agreement.
2. Non-Solicitation: The ambassador will not solicit or communicate with the people in connection with the company, either directly or indirectly

Confidential Information

Confidential Information" means all financial, commercial, technical, proprietary, personal, and other information or data, trade secrets, and know-how of either party, including the terms of this Agreement. Each party agrees to Confidential Information completely confidential and not disclose it to any third party unless the other party has provided its prior written consent. Each party shall not use the other party's Confidential Information for any purpose unrelated to this Agreement and agrees that such use will likely cause substantial harm to the other party, the losses of which may not be reasonably capable of calculating. Each party represents and warrants that its representatives, agents, or employees shall not disclose or use the other party's proprietary information without the consent of the owner. The confidentiality obligations of this Paragraph do not prohibit either party from disclosing the terms of this Agreement when required by law or to obtain a legal opinion or representation, or otherwise to enforce the terms of this Agreement. These non-disclosure or non-use obligations do not apply to: (i) any use or disclosure authorized by the owner; (ii) any use or disclosure required by law, by any government or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, the disclosing party shall give the other party as much notice of this disclosure as possible; (iii) any information which is already in or comes into the public domain otherwise than through the disclosing party's unauthorized disclosure; or (iv) FLC’s disclosure of the terms of this Agreement to its investors or legal advisors or any bona fide prospective purchaser of Company or in connection with any merger.

Dispute Resolution

This clause specifies that if a dispute occurs as a result of the agreement, the parties will address it cooperatively. 

Termination

Each party may terminate the Agreement before the end of the Term or any renewal if the other party is in material breach of this Agreement or if such complaining party invokes his indemnity rights. The breaching party shall have the right to cure any curable breach (as reasonably determined by the non-breaching party) non-repetitive breach within ten days following written notice of the breach sent by the complaining party. The terminating party does not waive any of its rights at law or in equity by exercising any provision of this Paragraph.

Arbitration

Except as set forth herein, any dispute arising hereunder shall be resolved by private, confidential, binding arbitration before a single arbitrator mutually agreeable to the parties The arbitrator shall apply the substantive law of the State of Missouri (and the applicable Federal law) to the resolution of the dispute. Judgment on the arbitration award shall be entered in the applicable courts having jurisdiction. This provision is subject to the applicable Missouri laws of civil procedure, allowing court proceedings for applications for provisional remedies in disputes otherwise subject to arbitration. If any legal action or proceeding is brought for the interpretation or enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions hereof, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding from the non-prevailing party, in addition to any other relief to which it may be entitled.