Big Ear Inc. Policies and Procedures

Statement of Policies and Procedures Big Ear, Inc. is a direct selling Company marketing hearing protection products and services and other consumer products and services to the consumer through independent distributors who are referenced as Provider.

All Providers must be the age of majority in the state in which they distribute Company products and services.

The Company reserves the right to reject any applications for new Providers or for renewal.

A Provider is an independent marketing representative of the Company and is not to be considered a purchaser of a franchise or a Provider-ship.

The agreement between the Company and its Provider does not create an employer\employee relationship, agency, partnership, or joint venture between the Company and the Provider.

Each Provider shall hold harmless the Company from any claims, damages or liabilities arising out of Provider’s business practices. Company Providers have no authority to bind the Company to any obligation.

Each Provider shall set up his\her own hours and determine his\her own methods of sale, so long as he\she complies with the policies and procedures of the Company.

In the conduct of its business, the Provider shall safeguard and promote the reputation of the products and services of the Company and shall refrain from all conduct which might be harmful to such reputation of the Company or to the marketing of such products and services or inconsistent with the public interest, and shall avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.

  1. State and Local Taxes All Providers are responsible for paying local, state and federal taxes due on earnings from commissions or any other earnings generated as a seller of

Company products and services. Each Provider shall comply with all state and local taxes and regulations governing the sale of Company products or services.

  1. Advertising Providers shall not advertise Company products and services and/or marketing plans except as specifically approved by the Company. A Provider agrees to make no false or fraudulent representations about the Company, the products or the Company compensation plan. (See disciplinary actions article #28 and termination action #29)
  1. Business Training Kit All Providers are required to purchase a Business Training Kit at the time of approval of their Provider application to the Company. The Business Training Kit is sold at Company cost.

This company cost is not a service or franchise fee, but rather is strictly to offset costs incurred by the Company for educational and business materials required for a Provider to initiate the base functions of the Company.

  1. Trademark, Trade Names, Advertising a) The name of the Company and other names as may be adopted by the Company are proprietary trade names and trademarks of the Company.

As such, these marks are of great value to the Company and are supplied to a Provider for the Big Ear, Inc. © 2017 Revised 3/16/2017 to Provider’s use only in an expressly authorized manner.

The Provider agrees not to advertise the Company products or services in any way other than the advertising or promotional materials made available to the Provider by the Company.

  1. Providers agree not to use any written, printed, recorded or any other material in advertising, promoting or describing the products or services or the Company marketing program, or in any other manner, any material which has not been copyrighted and supplied by the Company, unless such material has been submitted to the Company and approved in writing by the Company before being disseminated, published or displayed.
  1.      b) The Provider, as an independent contractor, is fully responsible for all of his\her verbal and written statements made regarding the product or service and marketing program which are not expressly contained in writing in the current Provider agreement, and advertising or promotional materials supplied directly by the Company. Providers agree to indemnify the Company and hold it harmless from any and all liability including, but not limited to judgments, civil penalties, refund, attorney fees, court costs or lost business incurred by the Company as a result of a Provider’s unauthorized representations.
  1.      c) The Company will not permit the use of its copyrights, designs, logos, trade names, trademarks, etc. without its prior written permission.
  1.     d) All Company materials, whether printed, on film, produced by sound recording, or on the Internet, are copyrighted and may not be reproduced in whole or in part by any Provider or any other person except as authorized by the Company. Permission to reproduce any materials will be considered only in extreme circumstances. Therefore, a Provider should not anticipate that such approval will be granted.
  1.    e) A Company Provider may not produce, use or distribute any information relative to the contents, characteristics or properties of Company product or service which has not been provided directly by the Company. This prohibition includes but is not limited to print, audio or video media. f) A Provider may not produce, sell or distribute literature, films or sound recordings which are deceptively similar in nature to those produced, published and provided by the Company for its Provider’s. Nor may a Provider purchase, sell or distribute non-company materials which imply or suggest that said materials originate from the Company. g) Any display ads, institutional or trademark advertising copy, other than covered in the foregoing rules, must be submitted to the Company and approved in writing by the Company prior to publication. h) All advertising copy, direct mailing, radio, TV, newspaper and display copy must be approved in writing before being disseminated, published or displayed where no reference is made to the Company name or product name. i) No claims as to therapeutic or curative properties about the products may be made except those officially approved in writing by the Company or as contained in the official Company literature. In particular, no Provider may make any claim that the Company products are useful in the treatment or cure of any disease. Such statements can be perceived as medical claims. Not only is this totally against Company policy, but it is also against the laws governed by the United States Food and Drug Administration. Big Ear, Inc. © 2011 Revised 4/16/2011 3 5. Internet and Website Policy The Company maintains an official corporate website. Providers are allowed to advertise on the Internet with prior corporate approval. No Provider may independently design a website that uses the names, logos, product or service descriptions of the Company, nor may a Provider use “blind” ads on the internet making any claims which are ultimately associated with Company products or services. Any person using Company names, logos, trademarks, etc. on the Internet or any other advertising medium, except as permitted by Company Rules and Regulations, shall be subject to immediate discipline, including termination of Provider status. Providers MUST NOT USE Big Ear’s name or trademarks in their email addresses – such as bigear@hotmail.com 6. No Spam Policy It is specific Company policy to prohibit unsolicited email (spamming) or information by facsimile relating to the Company’s products and services. The Company has a zero tolerance policy of spamming practices. Providers who violate the Company “no spam policy” are subject to termination, suspension or disciplinary action. 7. Retail Establishments Company products or services may only be displayed and sold in retail establishments where the Provider is available to take impressions or the nature of the business is to make appointments with customers (such as salons, doctors’ offices, and health clubs where appointments are made for personal training or classes are scheduled). The sale of such products or services within such retail facilities must be conducted by a Provider and must be preceded by a discussion where the Provider introduces the prospect to the products and services just as they would if they had met outside of the retail facility. Company produced literature, banners, or signage only may be displayed on a shelf, counter, or wall and must be displayed by itself. Products or services may not be sold from a shelf or taken from a display for purchase by a customer. Company products or services may not be sold in any retail establishment, even by appointment, if competitive products or services are sold in the establishment. 8. Trade Shows, Rallies, Calendar Controlled Events Trade shows, rallies, events, swap meets, etc. are organized through our company calendar department and will only be attended with prior coordination and written permission. It is a major function of the company, never to have an overlap of competition, this also includes proprietary routes that are regularly worked (Snap-on, Knap shoe etc). With written authorization from the Company, Company products or services and opportunity may be displayed at trade shows etc. by Providers. Request for participation in trade shows or calendar scheduled events must be received in writing by the Company at least two months (when available) prior to the show. Written authorization from the Company must be received then an approval from the Company, before participating in any trade show, rallies, swap meets etc. or any Big Ear, Inc. © 2011 Revised 4/16/2011 4 other calendar controlled events unless written authorization is secured from the Company. Company products or services are the only products that may be offered in the trade show booth. Only Company produced marketing materials may be displayed or distributed. 9. International Sales No Provider may export or sell directly or indirectly to others who export the Company’s products, literature, sales aids or promotional material relating to the Company, its products or services or the Company’s program from the United States or its possessions or territories to any other country. Providers who choose to sell internationally may do so only in countries in which the Company has registered to operate its business and must comply fully with the Rules of Operation of a Company Provider in that country. Any violation of this rule constitutes a material breach of this contract and is grounds for immediate termination of the Provider. 10. Right of Approval The Company reserves the right to approve or disapprove Providers change of business names, formation of partnerships, corporations, and trusts for tax, estate planning, and limited liability purposes. If the Company approves such a change, the organization’s name and the names of the principals of the organization must appear on the Provider’s Application Agreement along with a social security number or federal identification number. 11. Cancellation Policy The Provider agreement may be canceled at any time and for any reason by any Provider notifying the Company in writing of the election to cancel. All trade secrets, vendor relations, customers, and all data base functions and relationships will be kept to the binding agreement as outlined in the Provider Agreement. 12. Non-renewal If a Provider elects not to renew his\her Provider Agreement, all rights cease upon expiration of the existing agreement. 13. Policy and Procedures Changes The Company shall be entitled to change product or service prices at any time and without notice, and to make changes in the statement of policy and procedures. 14. Three-day Cooling Off Rule Notwithstanding the Company’s longer retail customer guarantee policy, all retail sales must comply with the FTC Three-Day Cooling Off Rule which requires statutory language and notice of cancellation on the retail sales receipt. The three-day right of cancellation must be orally explained and a signed copy of the sales invoice form given to the customer. 15. Prohibition on Raiding and Cross-Solicitation Big Ear, Inc. © 2011 Revised 4/16/2011 5 The Company takes seriously its responsibility to protect the livelihood of its sales force and to the hard work invested to build a sales organization. Raiding and solicitation actions in which Providers seek to raid and or solicit other Associates in the sales organization to non-company products and services, severely undermines the marketing program of the Company; interferes with the relationship between the Company and its sales force and destroys the livelihood of other Providers who have worked hard to build their own business, the business of their sales force and benefits they have earned by helping to build a sales organization. Therefore, a Provider shall not sell to nor solicit from, other Company Providers non-company products or services, or in any way promote to other Company Providers business opportunities in marketing programs of other business opportunity companies at any time. Unless approved in writing by the Company, this prohibition includes sales or solicitation of non-company products or services at meetings organized for company sales, promotion, training recruitment, demonstration, etc. This prohibition on soliciting and raiding shall be in effect during the term of the Provider Agreement and for a period of three (3) years after the termination of the Provider Agreement. For the term of this agreement and for three (3) years after termination hereof, a Provider shall not recruit any of Company’s Providers to join other direct sales companies nor solicit Company’s Providers to purchase services or products, or in any other way interfere with the contractual relationships between Company and its Providers. However, this provision shall not interfere with Providers sharing ideas, training or such other resources which do not compete with the primary mission of Big Ear, Inc. 16. Proprietary and Confidential Data On a periodic basis, the Company will supply data processing information and reports to the Provider which will provide information concerning the Providers sales, product purchases, and product mix. The Provider agrees that such information is proprietary and confidential to the Company and is transmitted to the Provider in confidence. The Provider agrees that he or she will not disclose such information to any third party directly or indirectly, nor use the information to compete with the Company directly or indirectly. The Provider and the Company agree that, but for this agreement of confidentiality and nondisclosure, the Company would not provide the above confidential information to the Provider. 17. Vendor Confidentiality The Company’s business relationship with its vendors, manufacturers and suppliers is confidential. A Provider shall not contact, directly or indirectly, solicit, speak or communicate with any representative of any supplier or manufacturer of the Company except at a Company sponsored event at which the representative is present at the request of the Company. Violation of this regulation may result in termination and possible claims for damages if the vendor/manufacturer’s association is compromised by the Provider contact. 18. Nondisclosure and Nonuse of Confidential Information. The parties acknowledge that Company is organized to market a variety of Big Ear, Inc. © 2011 Revised 4/16/2011 6 products and services through a direct sales format. Company and Providers agree and acknowledge that many of Company’s products, product formulae, methods, processes, ingredients, training and information regarding Independent Referral Associates and suppliers, and financial and management information, are considered by the Company to be trade secrets, confidential and proprietary and not readily accessible to the public. Company believes that such confidential information represents a legitimate, valuable, and protectable interest that gives Company a competitive advantage, which otherwise would be lost if this confidential information was improperly disclosed or revealed. a) For purposes of this Agreement, “Confidential Information” means: A) Information regarding product formulas and ingredients, techniques and processes; B) Information regarding IRA’s and suppliers, and financial and management information; C) Any information marked by Company as confidential or otherwise identified or treated as confidential or trade secrets; D) Any media used to store, communicate, transmit, record, embody or otherwise memorialize such confidential information. The Provider therefore agrees that during the term of this Agreement, and at any time thereafter, for so long as the confidential information remains confidential, that a Provider shall not disclose or threaten to disclose Company’s confidential information to any person, partnership, corporation, or to any other business or governmental agency without the express written consent of Company. For the duration of this Agreement and for as long as such confidential information remains confidential, the Provider shall not use or threaten to use confidential information in any way that is inconsistent with the provisions of this Agreement or contrary to the instructions or interest of Company. Providers shall not, directly or indirectly, intentionally or negligently allow or assist others in using Company’s confidential information in any way inconsistent with or contrary to the terms of this Agreement, or the instructions or interests of Company. b) Noninterference For the duration of this Agreement as set forth herein, and for three (3) years thereafter, neither Provider nor any entity over which a Provider has de facto or legal control, shall disrupt, impair or interfere with the business of Company, whether by way of interfering with, or raiding its Provider, disrupting its relationships with customers, agents, representatives, providers, suppliers, vendors or manufacturers or otherwise. “disrupting” or “interfering” shall include, but not be limited to, direct or indirect solicitation or recruitment for other business opportunities or products or services of other companies. However, this provision shall not interfere with a Provider sharing ideas, training or such other resources which do not compete with the primary mission of Big Ear, Inc. c) Inventions and Improvements A Provider acknowledges and agrees that all inventions, formulas, techniques, processes, concepts, systems, programs, customer lists, compilations, and other intellectual property (whether or not patentable, patented, copyrighted, or subject to Big Ear, Inc. © 2011 Revised 4/16/2011 7 or susceptible of formal intellectual property protection under the laws of any jurisdiction and whether or not made during working hours) made or conceived by a Provider solely or jointly with other person(s) during the term of the Provider’s Agreement as renewed annually with Company that relate to activities or proposed activities during such period or that result from work performed by a Provider for Company shall be the property of Company. A Provider agrees to promptly disclose in writing to Company all Company Intellectual Property and hereby assigns all right, title and interest in Company Intellectual Property in any and all countries to Company or its nominee. A Provider further agrees, when requested, to carry out the intent and purpose of the assignment by: A) Executing oaths, declarations, assignments, powers of attorney and other papers; B) Communicating to Company all facts known to Provider relating to Company Intellectual Property, and the history thereof; C) Complying with requests of Company for perfecting title to Company Intellectual Property in Company, and for securing, maintaining and enforcing protection for Company Intellectual Property. A Provider agrees that a Providers employees, agents, independent contractors or those persons under the direct or indirect control or supervision of Provider, currently or in the future, are bound by Provider’s obligations regarding trade secrets, confidentiality noninterference, nonuse and nondisclosure in this Agreement, and that the Provider shall be liable for breaches of these obligations by Provider’s employees, agents, independent contractors or those under the direct or indirect control or supervision of the Provider, currently or in the future. 19. Non-competition Agreement During the term of this Agreement and for three (3) years thereafter, in the U.S. market, a Provider shall not, without the prior written consent of the Company, perform any sales, marketing, distribution, advisory or consulting services, directly or indirectly for any other person or entity engaged in the manufacture, distribution, marketing or sale of hearing protection products or services that the company markets to any other Company or take to the market. A Provider agrees that a Provider’s employees, agents, independent contractors or those persons under the direct or indirect control or supervision of a Provider, currently or in the future, are bound by Provider’s obligations regarding non competition in this Agreement, and that Providers shall be liable for breaches of these obligations by Provider’s employees, agents, independent contractors or those under the direct or indirect control or supervision of the Provider, currently or in the future. 20. Death or Incapacity Upon the death or incapacity of the Provider, his or her rights to bonuses and marketing position, together with Provider responsibilities, shall pass to his or her successors in interest upon written application of such successors and approval by Big Ear, Inc. © 2011 Revised 4/16/2011 8 the Company. The successor Provider must fulfill all responsibilities of the Provider. 21. Sell, Assign or Otherwise Transfer A Provider may not sell, assign or otherwise transfer his or her Provider status or other Provider rights without written application and approval by the Company. The potential buyer must have been a Company Provider at the equivalent for at least a one-year period prior to the sale. A Provider who sells his or her Provider status shall not be eligible to re-qualify as a Provider for a period of at least six months after the sale. The Company reserves the right to review the sale agreement. 22. Entire Agreement This statement of policies and procedures is incorporated into the Provider Agreement and constitutes the entire agreement of the parties regarding their business relationship. 23. Right to Alter or Amend The Company expressly reserves the right to alter or amend prices, Rules and Regulations, Policies and Procedures, product availability and compensation plan. Upon notification, in writing, such amendments are automatically incorporated as part of the agreement between the Company and the Provider. Company communication of changes may include, but shall not be limited to mail, email, fax, posting on the Company website, publication in company newsletters or magazines, etc. 24. Provider A partnership or corporation may be a Provider. However, no individual may participate as more than one (1) Provider in any form without express written permission from the Company. Only in the most extreme and extraordinary circumstances will this be considered. a) A Provider may change status from individual to partnership or corporation or from partnership to corporation with proper and complete documentation. b) To establish a new Provider as a partnership or corporation or to change status to one of these forms of business, you must request a partnership/corporation form from the corporate home office. This form must be submitted, detailing all partners, stockholders, officers or directors in the partnership or corporation. The partner or officer who submits the form must be authorized to enter into binding contracts on behalf of the partnership or corporation. In addition, by submitting the partnership/corporation form, you certify that no person with an interest in the business has had an interest as a Provider within three (3) months of the submission of the form (unless it is the continuation of an existing Provider agreement that is changing its form of doing business). 25. Corporate and Partnership Guarantee for Owners Corporate and Partnership Guarantee for Owners, although the Company has Big Ear, Inc. © 2011 Revised 4/16/2011 9 offered the opportunity to conduct their agreement as corporate or partnership entities, it is agreed that since the entity is under the control of its owners or principals, the actions of individual owners as they may affect the Company and the Provider are also critical to the Company’s business. Therefore, it is agreed that actions of corporate shareholders, officers, directors, agents or employees and the actions of partnership partners, agents or employees, which are in contravention to the Company’s policies shall be attributable to the corporate or partnership entity. See disciplinary actions article #28 and termination action #29. 26. Disciplinary Actions A Provider’s violation of any policies and procedures, the agreement, terms and conditions or any illegal, fraudulent, deceptive, or unethical business conduct may result, at the Company’s discretion, in one or more of the following disciplinary actions: a. Issuance of a written warning or admonition b. Imposition of a fine, which may be imposed immediately or withheld from future commission checks c. Suspension, which may result in termination or reinstatement with conditions or restrictions d. Termination of the Provider 27. Right to Terminate The Company reserves the right to terminate any Provider at any time for cause when it is determined that the Provider, has violated the provisions of the Provider agreement, including the provisions of these policies and procedures as they may be amended or the provisions of applicable laws and standards of fair dealing. Such involuntary termination shall be made by the Company at its discretion. The Company reserves the right to terminate Providers based upon minimum production requirements as detailed in the Provider agreement. Upon an involuntary termination, the Company shall notify the Provider by Certified Mail at the latest address listed with the Company for the Provider. In the event of a termination, the terminated Provider agrees to immediately cease representing him/herself as a Provider. 28. Termination a) When a decision is made to terminate a Provider, the Company will inform the Provider in writing that the Provider is terminated immediately, effective as of the date of the written notification. The termination notice will be sent by Certified Mail to the Provider’s address on file with the Company. b) The Provider will have 15 days from the date of mailing of the certified letter in which to appeal the termination in writing. The Independent Referral Associate’s appeal correspondence must be received by the Company within 20 days of the Company’s termination letter. If the appeal is not received within the 20 day period, the termination will be automatically deemed final. Big Ear, Inc. © 2011 Revised 4/16/2011 10 c) If a Provider files a timely appeal of termination, the Company will review and reconsider the termination, consider any other appropriate action, and notify the Provider of its decision. The decision of the Company will be final and subject to no further review. In the event the termination is not rescinded, the termination will be effective as of the date of the Company’s original termination notice. 29. Sales Records The Company encourages each Provider to keep accurate sales records, and record them after each sale or sales event. Products and services are offered to Providers only for personal consumption and for resale to consumers. 30. Representation of Status In all cases, any reference the Provider makes to him/herself must clearly set forth the Provider’s independent status. For example, if the Provider has a business telephone, the telephone may not be listed under the Company’s name or in any other manner which does not disclose the independent contractor status of the Provider. 31. Business Cards and Stationery Any printed materials, including business cards and stationery, must be approved by the Company in advance. Criteria for approving these materials will include a judgment regarding the quality of the materials as well as properly setting forth the independent status of the Provider and must be purchased from a company approved vendor, or printed, or downloaded from the corporate web site for 3rd party production of professional quality. 32. Telephone Solicitation The use of the Company’s name or copyrighted materials may not be made with automatic calling devices or “boiler room” operations. The use of these methods in ways that are illegal and are the equivalent of the “blind ads” alluded to above cannot be regulated by the Company. 33. Press Inquiries Any inquiries by the media are to be referred immediately to the Company. This policy is to assure accuracy and consistent public image. Make no comments or implications what so ever good or bad. You should contact the Company media relations office. 34. Indemnification and Hold Harmless This Provider, hereby indemnifies and releases Company, its officers, directors, employees, agents, up-lines, down-lines, and assigns and holds harmless from and against, but not limited to the full amount of any and all claims, causes of action, judicial and administrative proceedings suits, charges, liabilities, losses, damages, costs and expenses, including without limitation court costs and reasonable fees and expenses of attorneys and consultants, which are or may be Big Ear, Inc. © 2011 Revised 4/16/2011 11 made, filed or assessed against Company at any time arising out of a Provider business operations and representations made by a Provider in the operation of his/her business, arising from the following: Violation and/or lack of compliance with terms of the Provider agreement, policies and procedures, rules and regulations, marketing program manual or guidelines or any other directive from the Company as to method and manner of operation of the Provider’s business; a) Engaging in any conduct not authorized by the Company in the Company market program; b) Any fraud, negligence or willful misconduct in the operation of the Provider’s business; c) Misrepresentation or unauthorized representation regarding the Company’s product or service, marketing opportunity or potential or the Company’s marketing program; d) Failure to adhere to any federal, state or local law, regulation, ordinance and/or any order or rule issue by any court of appropriate jurisdiction; e) Engaging in any action which exceeds the scope of authority to the Provider as granted by the Company; f) Engaging in any activity over which Company has no effective control as to the actions of the Provider. g) Engaging in the general business operations of the Provider’s business. 35. Waiver The Company never gives up its right to insist on compliance with these rules or with the applicable laws governing the conduct of a business. This is true in all cases, both specifically expressed and implied, unless an officer of the Company who is authorized to bind the Company in contracts or agreements specifies in writing that the Company waives any of these provisions. In addition, any time the Company gives permission for a breach of the rules, that permission does not extend to future breaches. This provision deals with the concept of “waiver,” and the parties agree that the Company does not waive any of its rights under any circumstances short of the written confirmation alluded to above. 36. Governing Law These rules are reasonably related to the laws of the state of Colorado and shall be governed in all respects thereby. The parties agree that jurisdiction and venue shall lie with the place of acceptance of the Provider application, the state of Colorado. 37. Partial Validity Should any portion of these Rules and Regulations, of the Provider’s application and agreement, or of any other instruments referred to herein or issued by the Company be declared invalid by a court of competent jurisdiction, the balance of such rules, applications, or instruments shall remain in full force and effect.

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Big Ear Inc. Provider Agreement

I hereby apply to become a Provider of Big Ear, Inc. (hereinafter “Company”).  As a Provider, I understand and agree that:

1) I am of legal age and mental capacity in the state in which I enter this agreement.

2) To become a Provider, I must successfully complete an approved Big Ear Inc. training course or be deemed qualified from the company that training is not required due to my prior experience and/or education, return all signed agreements provided by the Company, along with the acceptance of this application.

3) The Company has established a minimum sales requirement for all active Providers. The minimum expectation for an active Provider is 1 kit or (13) earplugs sold every 90 days. Refill kits will be automatically shipped based on your choice of material and your card will be charged. As Providers attain different levels, the minimum expectation may go up or down. This will be clearly communicated to each provider prior to moving into those roles.

4) Upon notification to Providers, the Company, at its discretion, may amend the business model, statement of policy, etc. The latest version of all documents will be available with the welcome email and/or by request.

5) I will carefully review the Company’s rules and regulations, Policies and Procedures, and Confidentiality Agreement and acknowledge that they are incorporated as part of this agreement in their present form and as modified from time to time by the Company. I will follow Company policies and procedures, will guard and protect company trade secrets and adhere to Company policies on confidentiality and non-compete regulations.

6) A Provider shall be entitled to cancel participation in the Company’s program at any time and for any reason upon written notice to the Company, however cancellation does not waive Provider responsibilities as outlined herein, and in the Policies and Procedure Manual as may be amended from time to time.

7) I will not use the Company’s trade name and/or trademark except in the advertising provided to me by the Company or in other advertising without prior written approval by the Company.

8) Upon acceptance of this application by the Company, I will be an independent contractor responsible for my own business and not an employee of the Company, franchisee, agent, partner, or joint venture. I will not be treated as an employee in regard to any laws covering employees, including but not limited to the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act, income tax withholding at source or for any other federal or state tax laws. It is my responsibility to pay self-employment, state and federal income taxes, and/or applicable sales and/or other fees or tax as required by law.

9) As an independent contractor, the Provider shall:

  1. a) Abide by any and all federal, state, county and local laws, rules and regulations pertaining to this agreement and/or the acquisition, receipt, holding, selling, distributing or advertising of Company products.
  2. b) At the Provider’s own expense, make, execute or file all such reports and obtain such licenses as are required by law or public authority with respect to this agreement and/or the receipt, holding, selling, distributing or advertising of Company products.
  3. c) Be solely responsible for declaration and payment of all local, state and federal taxes as may accrue because of the Provider’s activities in connection with this agreement.
  4. d) Once a Provider has successfully completed the certified training course to become a Provider, the Provider shall be covered by the professional insurance that was included in the initial start up cost.

10) Prior written approval from the Company is required to advertise Company products.

11) The Company may immediately terminate a Provider who discredits the Company’s Name, violates any requirement contained in this Agreement, Company Policy and Procedures, or training manuals or misrepresents the Company’s products or business opportunity, by making claims contrary to the Company’s product literature and labels.

12) This agreement constitutes the entire Agreement between the Provider and Company, and no other additional promises, representations, guaranties or agreements of any kind, shall be valid unless in writing.

13) This Agreement shall be governed by the laws of the state of Colorado, and all claims, disputes, and other matters between the parties of this agreement shall be brought into El Paso County Court , in Colorado Springs, Colorado, in El Paso County District Court, in Colorado Springs, Colorado or in the U.S. District Court, in Denver, Colorado. Big Ear, Inc.  

                                                                                                                                                                                                                                                                                                

14) This agreement will automatically renew each year for those Providers in good standing. If a Provider is not meeting the minimum expectation they may move to inactive status for up to one year. The renewal is governed by the current terms of the Provider Agreement and Company Policies, Procedures and Regulations as well as such amendments to the Agreement and Policies that may be issued by the Company from time to time and upon notice to Providers.   

Big Ear, Inc. © 2017

15) Provider agrees not to use any Confidential Information as a basis upon which to develop, distribute, or sell or have a third party develop, distribute, or sell a competing or similar product for a minimum of three years. Confidential Information shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, product manufacturing facilities, product and material supply companies, and other information disclosed or submitted, orally, in writing, or by any other media, to Provider by the Company. This Agreement shall be governed and construed in accordance with the laws of the United States and the State of Colorado and Provider consents to the exclusive jurisdiction of the state courts and U.S. federal courts located there for any dispute arising out of this Agreement. Provider agrees that in the event of any breach or threatened breach by Provider, Company may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect Company against any such breach or threatened breach.

16) I acknowledge that I have read and understand and agree to the terms set forth in this Agreement.

17) This Agreement is not in force until accepted by the Company.

18) I will read and will abide by the statement of the policies and procedures manual and will keep all information confidential.

Print Name:_____________________________________

Applicant’s Signature:_____________________________

Date:_________________________________

Accepted By:

_______________________________________________ Date:________________

Accepted:__________________________

Big Ear Inc.

Big Ear, Inc. © 2017