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MARKETING AGREEMENT

 

THIS MARKETING AGREEMENT (this “Agreement”), is between Live Well Marketing, LLC (“LWM”), and _____________________________________________  (the “Marketing Company”).  LWM and the Marketing Company are together referred to as the “Parties.”

 

BACKGROUND:

 

A.        LWM provides: (i) pharmacy discount programs, which provide savings for prescription drugs to individuals (“Eligible Participants”), and other discount products and services (the prescription drugs saving program and the other discount products and services are collectively referred to as the “Discount Programs”); and (ii) nutrition supplements and vitamins (the “Nutritional Products”); and

 

B.        The Marketing Company has the ability to market, sell, procure orders for and/or distribute LWM ’s Discount Programs and Nutritional Products to Eligible Participants directly or indirectly.

 

The Parties agree as follows:

 

1.         Appointment as Marketing Company and Acceptance.  LWM appoints the Marketing Company for the term of this Agreement, and the Marketing Company hereby agrees to act for LWM to provide marketing services and act as LWM’s non-exclusive distributor of the Discount Programs and Nutritional Products throughout the territory identified in Addendum A (the “Territory”).  Nothing in this Agreement shall be construed as limiting in any manner LWM’s direct marketing, sale or distribution of the Discount Programs or the Nutritional Products or LWM’s appointment of other dealers, distributors, licensees, agents or representatives of any kind to market, sell or distribute Discount Programs or the Nutritional Products in the Territory.  Sales by the Marketing Company of the Discount Programs or the Nutritional Products outside of the Territory are prohibited. The Marketing Company may market, sell, procure orders for and distribute the Discount Programs and Nutritional Products directly to individual Eligible Participants or to intermediary third parties (such individual Participants and intermediary third parties who purchase Discount Programs and/or Nutritional Products are collectively referred to as “Customers”).  The types of Customers (“Customer Type”) that the Marketing Company will market and sell to includes:

a)                  Professional employer organizations, large employers and other organizations (collectively, the “Employer Organizations”);

b)                  Resellers (such as doctors offices and insurance agents);

c)                  Individual consumers via direct marketing; and

d)                 Internet referred Customers through which the Marketing Company will serve as an Internet affiliate.

 

2.         Duties and Rights of Marketing Company.  The Marketing Company will:

a)                 use its best efforts to advance LWM’s interests in an businesslike manner and promote the sale of the Discount Programs and Nutritional Products within the Territory on a continuing basis;

b)                 operate in accordance with all applicable laws and in an ethical and professional manner that reflects favorably upon LWM;

c)                 submit all pertinent Customer information to LWM;

d)                attend progress meetings with Customers and/or LWM in order to improve the Discount Programs and to facilitate sales of the Discount Programs and Nutritional Products;

e)                 monitor and report to LWM any Customer issues or complaints;

f)                  transmit to LWM the names and addresses of the companies or organizations with which the Marketing Company intends to discuss the Discount Programs and to report all inquiries for the Discount Programs as soon as they are received by the Marketing Company;

g)                 solicit orders for the sale of the Discount Programs or the entering into agreements for the same with LWM only upon the prices, terms and conditions established by LWM;

h)                 with respect to the sale of Nutritional Products, either: (i) if such sales are effected indirectly through a Customer Type that is a medical office or other medical professional or health care provider, then such medical office, medical professional or health care provider (collectively, a “Health Care Reseller”) shall be deemed to be the seller of such Nutritional Products to individual Customers receiving the Nutritional Products only upon the prices, terms and conditions established by the Health Care Reseller, and the “seller” to such individuals shall not be deemed to be the Marketing Company and/or LWM; and (ii) if such sales are effected directly or indirectly through a Customer Type other than a Health Care Reseller, then the Marketing Company will solicit orders for the sale of the Nutritional Products or entering into agreements for the same with LWM only upon the prices, terms and conditions established by LWM;

i)                   supply LWM with a copy of all quotations, discussion notes and/or letters of understanding made by the Marketing Company in respect to Customers;

j)                   place all orders for the Discount Programs with LWM  or promote entering into agreements with LWM on such forms and in accordance with such procedures as LWM may establish from time to time;

k)                 pay all expenses and costs incurred by the Marketing Company and not incur any expenses in LWM’s name;

l)                   be responsible to pay Customers any rebates the Marketing Company offers to them unless it is mutually agreed upon and specifically detailed in Addendum A;

m)               have the right to audit LWM ’s records relating to sales and transaction fees at the Marketing Company’s cost during business hours at LWM ’s offices upon two (2) full business days’ notice; and

n)                 get written approval from LWM for any advertising or promotional material before using it.

 

3.         Duties and Rights of LWM.  LWM will:

a)                  have the right to set prices, charges, terms and conditions governing the sale and provision of the Discount Programs and Nutritional Products;

b)                  have the right to accept or reject any order;

c)                  have the right to change prices upon thirty (30) days’ notice;

d)                 invoice the Customers and/or the Eligible Participants for orders for the Discount Programs and Nutritional Products solicited by the Marketing Company;

e)                  calculate and pay commissions due the Marketing Company (“Commissions”) monthly, in arrears;

f)                   reduce Commission payments by sales taxes, charge backs, returns and refunds paid by LWM;

g)                  provide the Marketing Company with copies of sales records concerning the sales effected by the Marketing Company and any recurring transaction fee based Commissions earned by the Marketing Company following such sale; and

h)                  make advertising artwork, approved marketing materials and photos available to the Marketing Company for use by the Marketing Company on a limited, royalty free license basis.  Any custom marketing materials prepared for the Marketing Company and all associated costs with respect to the design and/or production of these materials shall be payable to LWM by the Marketing Company as further detailed on Addendum A.

 

4.         Compensation of Marketing Company.  LWM shall compensate the Marketing Company with respect to all sales to Eligible Participants who become members of Discount Programs or who purchase Nutritional Products as a direct result of the Marketing Company’s marketing services Commissions based upon:

a)                  a percentage of the registration/membership fees (initial and recurring) received by LWM with respect to Discount Programs as set forth in Addendum A;

b)                  a percentage of the sales price of Nutritional Products as set forth in Addendum B;

c)                  another formula or basis agreed to from time-to-time by the Parties in writing; or

Commissions payable with respect to each Customer Type and/or Employer Organization shall be set forth on Addendum A.  The compensation the Marketing Company will receive can be different for each type of Customer. Addendum A and Addendum B may specify a different (or zero) time period for price change notice.

 

5.         Sales of Nutritional Products by Health Care Resellers.  Notwithstanding the provisions of Sections 3 and 4 hereof, it is understood and agreed by the Parties that sales of Nutritional Products to individual Customers by and through Health Care Resellers shall be deemed to be made by the Health Care Reseller directly to such individual Customers and the “seller” to such individuals shall not be deemed to be the Marketing Company and/or LWM.  No Commissions shall be paid by the Marketing Company or LWM to the Health Care Reseller with respect to sales of Nutritional Products.  Instead, Health Care Resellers shall be responsible for setting the retail prices for these Nutritional Products sales and shall purchase the Nutritional Products at wholesale price lists for Health Care Resellers established from time to time by LWM.  Health Care Resellers shall not receive a Commission for their sales of Nutritional Products but instead shall profit from the markup between the wholesale price of the Nutritional Products sold to the Health Care Reseller and the retail price paid by the individual Customer.  In cases where the point of delivery of the Nutritional Products to the individual Customer is not the office of the Health Care Reseller and instead the Nutritional Products are shipped by mail to the address of the individual Customer, LWM shall be responsible for such shipment and charge a shipping and handling (billing) fee to the individual Customer for the Health Care Reseller’s account and on behalf of the Health Care Reseller.  The two sets of price lists for the sale by LWM to Health Care Reseller and from the Health Care Reseller to the Health Care Reseller’s individual patient/Customers shall at all times be set in advance and shall not be percentage based.  LWM may wait for payment by the individual Customer prior to sending out the Nutritional Products to such Customer and may then deduct LWM’s wholesale cost for the Nutritional Products and its shipping and handling (billing) fees from the retail sales price paid over by the individual Customer (the balance to be paid over by LWM to the Health Care Reseller on a monthly basis, in arrears).  LWM may disclose from time to time more than one “suggested retail price list” that Health Care Resellers can choose from for use by the Health Care Resellers’ patients.  In no event will the Marketing Company or LWM provide marketing or advertising assistance to the Health Care Resellers (nor shall the Health Care Resellers provide marketing or advertising assistance to the Marketing Company or LWM), with the exception that LWM may from time to time make available its normal, generalized (i.e., not practice specific) brochures, signage and other materials used in connection with the point of sale marketing of its Nutritional Products.  Health Care Resellers shall be required to execute and deliver to LWM an agreement to be bound by the terms set forth in this Section in the form of Addendum B. 

 

6.         Confidentiality of Information.  Each Party undertakes to keep secret and not to pass on to any third party, the other Party’s proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, lists, markets, customer, subcontractor or employee lists, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, technical specifications, marketing, finances, pricing, descriptions of services or other business information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) either directly or indirectly in writing, orally or by drawings or inspection of code, parts or equipment.  “Confidential Information” shall also specifically include, without limitation, those materials marked “Confidential” or with some other similar proprietary legend by the Disclosing Party.  In addition, each of the Parties agrees to abide by all confidentiality obligations required by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). "Confidential Information" excludes information which: (a) is now or hereafter becomes generally known or available through no act or failure to act on the Receiving Party's part; (b) the Receiving Party independently knows at the time of receiving such information, as evidenced by its written and dated records; (c) a third party hereafter furnishes to the Receiving Party without breaching this Agreement and without restriction on disclosure; (d) the Receiving Party can prove to have independently developed, as evidenced by contemporaneous written records, without using Confidential Information or breaching this Agreement; or (e) the Disclosing Party gives written permission to the Receiving Party to disclose.  This Section of the Agreement shall survive the termination of this Agreement indefinitely.

 

7.         Non-Solicitation.  During the term of this Agreement and for a period of two (2) years after the termination or expiration of this Agreement, the Marketing Company agrees that it will not individually or with others, directly or indirectly:

a)              induce any of LWM’s current (or proposed within the last 6 months) Customers to reduce their business relationship with LWM  or to conduct business, directly or indirectly, with the Marketing Company;

b)              solicit or influence any employee or agent of LWM (during the term of this Agreement and up to 6 months after) to discontinue such employment or agency relationship with LWM; or

c)              solicit or influence any pharmacy or other vender of goods or services of LWM  (current and up to 6 months after) to discontinue such relationship with LWM.

 

8.         Relationship of Parties.  The Marketing Company or its employees are not  employees of LWM.  The Parties agree that the nature of the Marketing Company’s relationship with LWM is that of an independent contractor.  Neither LWM  nor the Marketing Company shall be liable for the debts or obligations of the other. In its efforts, the Marketing Company will not represent or imply that it is LWM or is a part of LWM and will not add to, delete from or modify any sales or marketing documentation, product labels or descriptions or forms provided by LWM except with the prior written consent of LWM.  The Marketing Company shall not make any untrue claims about LWM or any of the Discount Programs or Nutritional Products.  The Marketing Company will conspicuously identify itself in all of its dealings with the Eligible Participants, Customers, suppliers, public officials and personnel as a distinct business independent of LWM.  The Marketing Company will not: (a) register (or make any filing with respect to) any trademark, name or other designation relevant to the subject matter of this Agreement (including, without limitation, Discount Program or Nutritional Product names) anywhere in the world; (b) contest anywhere in the world the use by or authorized by LWM of any trademark, name or other designation relevant to the subject matter of this Agreement (including, without limitation, Discount Program or Nutritional Product names), whether during or after the term of this Agreement; (c) use or permit to be used any trademark, service mark or trade name owned by LWM as part of the Marketing Company’s trade name; or (d) use or permit to be used any trademark, service mark or trade name owned by LWM without the prior written consent of LWM.  When requesting consent, the Marketing Company shall send to LWM samples of the exact material in or on which such marks or names shall be used.  The Marketing Company shall also promptly notify LWM of any infringement to any trademarks, patents or other proprietary rights relating to the Discount Programs or Nutritional Products of which the Marketing Company becomes aware. 

 

9.         Termination. 

            (a)        Termination "With Cause" by Either Party.  This Agreement may be terminated "for cause" by either Party hereto immediately upon the occurrence of any of the following events:

                        (i)         If the other Party ceases to do business, or otherwise terminates its business operations.

                        (ii)        If the other Party breaches any provision of this Agreement and (except in the case of a compromise of Confidential Information where termination shall be effective immediately upon notice) fails to fully cure such breach within ten (10) days of written notice. Any third such breach is grounds for immediate termination.

                        (iii)       If the other Party hereto files or has bankruptcy filed against such Party.

                        (iv)       If any law, statute, ordinance, rule or regulation exists or is enacted in any substantial area within the Territory which makes the marketing relationship created by this Agreement unlawful or makes any material provision of this Agreement void, unlawful or unenforceable by LWM.

 

            (b)       Termination "With Cause" by LWM .  This Agreement may be terminated "for cause" by LWM immediately in the event that the Marketing Company allows a Employer Organization more favorable prices, terms and/or conditions other than those authorized by LWM , or grants any rebates, splits any commissions, or gives secret refunds, concessions or inducements of any kind to an Employer Organization.

 

            (c)        Termination "Without Cause."  Either Party may terminate this Agreement without cause, upon sixty (60) days’ written notice.

 

Neither Party hereto shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other Party arising from or incident to any termination of this Agreement which complies with the terms of the Agreement whether or not the terminating Party is aware of any such damage, loss or expenses.  Upon termination or expiration of this Agreement for any reason whatsoever: (i) the Marketing Company shall immediately discontinue any use of the name, logos, trademarks or slogans of LWM and will provide to LWM or destroy any signage or letterhead containing the same; (b) both Parties shall immediately discontinue all representations or statements from which it might be inferred that any relationship exists between each other; (c) the Marketing Company shall cease to sell, promote, market or distribute the Discount Programs and the Nutritional Products; (d) all other rights and licenses of the Marketing Company and all obligations of LWM hereunder shall terminate, except rights to payments accrued prior to termination; and (e) the Parties shall immediately return to each other all Confidential Information of the other Party in their possession, custody or control in whatever form held. 

 

10.       Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon LWM  and the Marketing Company and their respective successors and assigns.  This Agreement may not be assigned or transferred by either Party without the other Party's prior express written consent.

 

11.       Notice.  All notices and other communications provided for hereunder shall be in writing.  Notice to LWM and the Marketing Company shall be delivered to its address and/or contact information set forth below the signatures on the signature page of this Agreement.

 

12.       Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LWM MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE DISCOUNT PROGRAMS OR NUTRITIONAL PRODUCTS TO BE SOLD UNDER THIS AGREEMENT, AND EXPRESSLY DISCLAIMS WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR USE, WARRANTIES OF MERCHANTABILITY, OR ANY OTHER WARRANTY IMPLIED BY LAW.  ANY STATEMENT REGARDING THE DISCOUNT PROGRAMS AND/OR THE NUTRITIONAL PRODUCTS SHOULD NOT BE INTERPRETED AS A WARRANTY.  LWM makes no representations whatsoever that it will be able to continue to offer any particular types of Discount Programs or Nutritional Products in the future, and the Marketing Company acknowledges that LWM may cease to continue to offer or sell such Discount Programs or Nutritional Products at any time.  LWM expressly disclaims any warranty or guaranty concerning the revenues, profits, costs of start-up, costs of operation or success of the Marketing Company in connection with the marketing arrangement created by this Agreement.

 

13.       Limitation of Liabilities.   In no event shall LWM or the Marketing Company be liable for any indirect, special, consequential, punitive or other similar damages, including, but not limited to, loss of profits, goodwill or other economic loss arising out of any delay or failure to meet any delivery dates or other terms and conditions specified in orders placed against this Agreement, or breach or termination of this Agreement.   In no event shall LWM’s liability hereunder exceed the purchase price paid for the Discount Programs or Nutritional Products purchased hereunder that relate to any alleged breach.  This limitation of liability shall apply under any contract, negligence, strict liability or other legal or equitable theory.

 

14.       Force Majeure.  In no event shall either Party hereto have any liability to the other Party for any failure to comply with this Agreement if such failure results from the occurrence of any contingency beyond the reasonable control of such non-complying party, including without limitation, strike or other labor disturbance, riot, theft, flood, fire, lightning, storm, any act of God, power failure, war, national emergency, equipment or facility shortage, interference by any governmental agency, embargo, seizure, or enactment of any law, statute, ordinance, rule or regulation.

15.       Governing Law; Venue; Attorneys’ Fees.  This Agreement is executed in Florida and shall be governed by the laws of the State of Florida. The Parties agree to jurisdiction of the state and Federal courts located in Clay County in the State of Florida.

 

16.       Entire Agreement.  This Agreement represents the final and entire agreement.  Any amendment hereto, or modification of the terms hereof, shall not be effective unless and until it is in writing and signed by both Parties.

 

17.       Survival.  The terms of Sections 6 through 17 of this Agreement shall survive the termination of this Agreement.

 

IN WITNESS WHEREOF, this Agreement has been executed by the Parties as of the day and year written below.

 

DATE:            {date}

 


LIVE WELL MARKETING, LLC

 

By:                                                                 

Print Name:                                                     

Print Title:                                                      

Address:          2561 CR 220 Suite 306

                        Middleburg, FL 32068

e-mail:             rick@livewellmeds.com

Fax No:                                                          

 

Signature:                                                                   

Print Name:                                                    

Company:                                                                   

Address:                                                         

                                                                        

Fax No:                                                          

e-mail:                                                                        

Phone:                                                                        


ADDENDUM A

 

Territory:                                                                                                                           

 

DISCOUNT PROGRAMS COMMISSION STRUCTURE FOR CUSTOMER TYPE AND/OR

EMPLOYER ORGANIZATION

 

Customer Type: [  ] Employer Organization  [X]  Doctor Office  [  ] Direct   [  ]  Internet Referred

 

[Name of Employer Organization]: ____________________________

 

1.             The Commissions payable by LWM to the Marketing Company for Eligible Participants who become members of the Discount Program for the above Customer Type and/or Employer Organization shall be detailed as follows


ADDENDUM B

 

HEALTH CARE RESELLER’S PRICING AND TERMS FOR NUTRITIONAL PRODUCTS

 

Customer Type: [ x ] Doctor Office 

[Name of Doctor’s Organization]: ________________________________________________.

 

1.             The wholesale and retail pricing, as well as the shipping and handling costs, with respect to sales by Live Well Marketing, LLC (“LWM”) and/or the medical clinic, medical professional or other health care provider signing below (the “Health Care Reseller”) of LWM’s vitamins and nutritional supplements (the “Nutritional Products”) shall be detailed as follows:

 

Product Name Retail One-Time Product Cost

One-Time Revenue

Retail Recurring Product Cost Recurring Revenue
AC-11/Green Coffee Bean $29.95 $21.29 $8.66 $24.95 $18.04 $6.91
Adrenal Complex $27.99 $20.72 $7.27 $23.99 $18.12 $5.87
ALA $34.95 $25.99 $8.96 $29.70 $22.58 $7.12
Aniracetam Complex $49.00 $38.39 $10.61 $44.00 $35.14 $8.86
B Complex $24.00 $18.16 $5.84 $20.00 $15.56 $4.44
Calcium Complex $24.95 $19.20 $5.75 $18.95 $15.30 $3.65
Cholestogold $33.00 $25.11 $7.89 $29.00 $22.51 $6.49
Daily Multi w/ Kelp $22.97 $16.87 $6.10 $17.70 $13.44 $4.26
DHEA 10 MG $21.00 $16.07 $4.93 $16.50 $13.15 $3.35
DHEA 25 MG $22.00 $16.73 $5.27 $17.50 $13.81 $3.69
Elation Shake $39.95 $31.14 $8.81 $33.25 $26.78 $6.47
Epiphany D1 $59.00 $46.35 $12.65 $54.00 $43.10 $10.90
Muscle Nitro $39.95 $31.48 $8.47 $29.95 $24.98 $4.97
Mushroom Complex $34.95 $27.05 $7.90 $29.00 $23.19 $5.81
Noopept Complex $49.00 $35.83 $13.17 $44.00 $32.58 $11.42
Piracetam Complex $39.00 $29.26 $9.74 $34.00 $26.01 $7.99
Prostagen RX $35.25 $27.44 $7.81 $30.00 $24.03 $5.97
Vitamin D3 $12.95 $9.72 $3.23 $10.95 $8.42 $2.53
ZFT 500 $39.00 $29.95 $9.05 $32.00 $24.72 $7.28

*  Retail prices are set by the Health Care Reseller and may be as per suggested retail prices therefor published by LWM.

 

2.             Sales of Nutritional Products to individual patients of the Health Care Reseller (the “Customers”) by and through the Health Care Reseller shall be deemed to be made by the Health Care Reseller directly to such individual Customers and the “seller” to such individuals shall not be deemed to be LWM and/or any other party.  The Health Care Reseller shall purchase the Nutritional Products at a wholesale price list for the Health Care Reseller established from time to time by LWM.  The Health Care Reseller shall not receive a commission for its sales of Nutritional Products to its Customers, but instead shall profit from the markup between the wholesale price of the Nutritional Products sold to the Health Care Reseller and the retail price paid by the individual Customer.  In cases where the point of delivery of the Nutritional Products to the individual Customer is not the office of the Health Care Reseller and instead the Nutritional Products are shipped by mail to the address of the individual Customer, LWM shall be responsible for such shipment and charge a shipping and handling (billing) fee to the individual Customer for the Health Care Reseller’s account and on behalf of the Health Care Reseller.  The two sets of price lists for the sale by LWM to the Health Care Reseller and from the Health Care Reseller to the Health Care Reseller’s individual patients/Customers shall at all times be set in advance and shall not be percentage based.  LWM may wait for payment by the individual Customer prior to sending out the Nutritional Products to such Customer and may then deduct LWM’s wholesale cost for the Nutritional Products and its shipping and handling (billing) fees from the retail sales price paid over by the individual Customer (the balance to be paid over to the Health Care Reseller on a monthly basis, in arrears).  In no event will LWM provide marketing or advertising assistance to the Health Care Reseller (nor shall the Health Care Reseller provide marketing or advertising assistance to LWM), with the exception that LWM may from time to time make available its normal, generalized (i.e., not practice specific) brochures, signage and other materials used in connection with the point of sale marketing of its Nutritional Products. 

 

3.             Either party hereto may terminate this Agreement without cause, upon sixty (60) days’ written notice.  Neither party hereto shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other party arising from or incident to any termination of this Agreement which complies with the terms of the Agreement whether or not the terminating party is aware of any such damage, loss or expenses.  Upon termination or expiration of this Agreement for any reason whatsoever: (i) the Health Care Reseller shall immediately discontinue any use of the name, logos, trademarks or slogans of LWM and will provide to LWM or destroy any signage or letterhead containing the same; (b) both parties shall immediately discontinue all representations or statements from which it might be inferred that any relationship exists between each other; (c) the Health Care Reseller shall cease to sell, promote, market or distribute the Nutritional Products; (d) all other rights and licenses of the Health Care Reseller and all obligations of LWM hereunder shall terminate, except rights to payments accrued prior to termination; and (e) the parties shall immediately return to each other all confidential information of the other party in their possession, custody or control in whatever form held.

 

4. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LWM MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE NUTRITIONAL PRODUCTS TO BE SOLD UNDER THIS AGREEMENT, AND EXPRESSLY DISCLAIMS WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR USE, WARRANTIES OF MERCHANTABILITY, OR ANY OTHER WARRANTY IMPLIED BY LAW.  ANY STATEMENT REGARDING THE NUTRITIONAL PRODUCTS SHOULD NOT BE INTERPRETED AS A WARRANTY.  LWM makes no representations whatsoever that it will be able to continue to offer any particular types of Nutritional Products in the future, and the Health Care Reseller acknowledges that LWM may cease to continue to offer or sell such Nutritional Products at any time.  LWM expressly disclaims any warranty or guaranty concerning the revenues, profits, costs of start-up, costs of operation or success of the Health Care Reseller in connection with the arrangement created by this Addendum B.

 

5.             In no event shall LWM or the Health Care Reseller be liable for any indirect, special, consequential, punitive or other similar damages, including, but not limited to, loss of profits, goodwill or other economic loss arising out of any delay or failure to meet any delivery dates or other terms and conditions specified in orders placed against this Agreement, or breach or termination of this Agreement.   In no event shall LWM’s liability hereunder exceed the purchase price paid for the Nutritional Products purchased hereunder that relate to any alleged breach.  This limitation of liability shall apply under any contract, negligence, strict liability or other legal or equitable theory.

 

6.             In no event shall either party hereto have any liability to the other party hereto for any failure to comply with this Agreement if such failure results from the occurrence of any contingency beyond the reasonable control of such non-complying party, including without limitation, strike or other labor disturbance, riot, theft, flood, fire, lightning, storm, any act of God, power failure, war, national emergency, equipment or facility shortage, interference by any governmental agency, embargo, seizure, or enactment of any law, statute, ordinance, rule or regulation.

7.             This Agreement is executed in Florida and shall be governed by the laws of the State of Florida.  The parties hereto agree to jurisdiction of the state and Federal courts located in Clay County in the State of Florida.

 

LIVE WELL MARKETING, LLC

 By:                                                                                        

 

Print Name:                                                                         

                                                                                               

Print Title:                                                                            

 

DATE:   ________ ___, 20__

 

Company Name   ____________________________________

 

By:                                                                                        

                                                                                               

Print Name:                                                                         

                                                                                               

Title: