Representative Application / Agreement

TERMS AND CONDITIONS OF AGREEMENT

It is agreed to by the sales representative (Sales Rep) identified above, who represents he/she is eighteen (18) years of age or older, and Ideal Meat & Seafood LLC. with Administrative Offices in Warren, RI (hereinafter Ideal or the Company), that:

1. An Active Sales Rep may from time to time personally solicit orders for Ideal products through various marketing methods to be determined by Sales Rep on an in-home basis or otherwise than in a permanent retail establishment. These products are to be sold directly by Sales Rep and shall not be advertised or sold through print or electronic media, or on the internet, unless agreed to in writing by the Company. Sales Rep agrees to turn in all orders to the Company within a reasonable amount of time, not to exceed one week. Sales Rep may not (directly or indirectly through any intermediary or instrumentality) offer for sale, or facilitate the offering of Ideal’s products for sale through any auction, online auction website, online marketplace, social media platform, mobile device app, or any other e-commerce platform or website. This obligation survives the termination of this Agreement. For the purpose of marketing and selling products, a Representative is considered qualified and active when they have a minimum personal product sales of $1500 SRP (suggested retail price) monthly, starting the next full month after they signed this agreement. Unless a waiver has been issued by the Company.

2. Once an order is received, reviewed and accepted by the Company at its Administrative Offices in Warren, RI, the product(s) ordered will be shipped directly to the customer. The Company will pay Sales Rep a Standard Commission on all personally solicited orders that are shipped to and retained by the customer. The Standard Commission rate for all sales reps is presently $15.00 per item plus New Customer Incentive presently $10.00 per item, the Company reserves the right to revise the rate at any time. “New Customer Incentive” is limited to one person per family per address. 

All commissions earned, less any charges or adjustments to Sales Rep’s account for items such as mis-priced or returned orders, purchases of materials and or other authorized charges, will be paid weekly. Sales Rep shall notify Ideal of any and all returns of Ideals products from retail customers. The Company also offers various sales incentive programs, which it reserves the right to change at any time. All compensation is based on sales and other output and not hours worked and will be reported at year end on a form 1099-NEC if required by the IRS.

3. Sales Rep understands that he/she is a sole proprietor and will not represent himself/herself to be an employee of the Company. Sales Rep will not be treated as an employee for federal, state, or local tax purposes nor for unemployment compensation or worker’s compensation taxes. Sales Rep agrees to conduct his/her business as an independent contractor, where Sales Rep may set his/her own schedule and develop his/her own marketing methods. Sales Reps shall have access to various training sessions and instructional materials for informational purposes only (including suggested approaches to the selling situation) as are provided from time to time by other Sales Reps and Managers in the area; however, Sales Rep reserves the right to approach his/her business in any way that he/she sees fit in the pursuit of sales and profits, except as expressly restricted herein. As an independent contractor Sales Rep may represent or sell products for multiple companies, except for products that are the same or substantially similar in intended use or characteristics to those manufactured and/or offered by Ideal and affiliates. Sales Rep is responsible for any federal, state, or local taxes which may be applicable to his/her business. The Company will handle the collection and payment of Sales and Use Tax in those states where such taxes are applicable.

4. Sales Rep agrees to not misrepresent the Company, its programs or Ideal products, including but not limited to product qualifications, materials, or guarantees. Sales Rep understands and agrees he/she will not sell or otherwise provide Ideal products to third parties for purposes of resale, and that such activity will constitute a breach of this agreement.

5. Sales Rep agrees to conduct his/her business in an ethical, honest and forthright way and with all laws applicable to the operation of his/her business, including all driving and traffic laws. It is understood that Sales Rep shall have no power or authority to incur or create any liability or obligation of any kind in the name of the Company, or for which the Company shall be liable to others, except for the processing and shipment of customer orders solicited by Sales Rep. Sales Rep agrees to indemnify and hold harmless the Company, its parent or affiliated companies and their directors, shareholders, employees, and agents from and against any and all claims, demands, damages, liens, liabilities, attorneys’ fees, losses and expenses, and/or causes of action of any nature whatsoever arising in any manner, directly or indirectly, out of or in connection with, or in the course of or incidental to any of Sales Reps business operations, if caused, in whole or in part, by any negligent act or omission or breach of contract by Sales Rep.

6. Sales Rep agrees to comply with the current Company’s Trademark, Copyright, Web Use and Social Network Policies, which may be modified periodically. The trade names, trademarks, service names and service marks for Ideal are owned by Ideal Meat & Seafood LLC. The use of trade names, trademarks, service names and service marks for Ideal in printed or electronic media shall only be permitted in connection with the solicitation of orders for Ideal products on an in-home or on-line demonstration basis. The use of these company properties for any other purpose without prior written approval by the Company is prohibited. To apply for approval, Sales Rep shall send a written proposal to the attention of the Company. Sales Rep shall be allowed to identify themselves in electronic/social media as an independent sales rep for Ideal Meat & Seafood LLC. In no event shall Sales Rep be authorized to use the name “Ideal, Ideal Foods, IDL Foods, Ideal Meat & Seafood or Ideal Meat & Seafood LLC” to represent themselves as the Company or as an employee of the Company in business cards, directories, stationery, advertisements, phone listings, bank accounts, electronic media or on any social media platform.

7. The Representative may terminate this Agreement at any time.  The Representative shall give written notice of such termination   to “Ideal” and shall be responsible for all obligations to “Ideal” that may be outstanding at the time of Termination. The Company reserves the right to terminate this Agreement at any time for good cause. Good Cause includes, but is not limited to: (i) conviction of or entering a plea of nolo-contendere to any felony or misdemeanor; (ii) engaging in theft, fraud, dishonesty, assault, battery, harassment, acts of moral turpitude or other conduct that is detrimental to the business interests or public image of the other party; (iii) filing for bankruptcy; and (iv) conduct inconsistent with Ideals Sales Organization Code of Ethics.The Representative upon termination loses all rights to promote, market or sell the Ideal Meat & Seafood product line and use the Ideal Meat & Seafood name. Additionally, the Representative forfeits all rights and any privileges previously enjoyed as an active Representative. The Representative will receive any commissions or financial benefits up and through the day his or her agreement was terminated. The Representative will not receive any commissions or financial benefits derived from personal sales after the agreement is terminated. Prior to resigning or being terminated, a Representative must redeem any and all incentives or bonuses and will not be entitled to awards or incentives unless he or she is active at the time the award is distributed or carried out. Incentives and bonuses received by a Representative who resigns or is terminated may not be redeemed for cash.

8. Sale Rep hereby covenants and agrees that during the term of this Agreement, and for five (5) years following its termination, Sale Rep will not use, divulge, publish, or disclose to any person, corporation, or entity, any information relating to Ideal products, processes, services, and/or commercial activities including names and addresses of individuals purchasing Ideal products for resale or personal consumption regardless of how such names and addresses were acquired; customer lists, representative lists, purchase requirements, business methods, manufacturing and distribution practices, financial information, sales and marketing techniques, or propriety trade secrets, which are hereby acknowledged to be (and to remain) the confidential property of Ideal. Sale Rep agrees not to copy or make copies of such information either in hard copy or digital format at any time. Upon termination of this Agreement, Sale Rep agrees to return to Ideal any and all written information acquired from Ideal.

9. Sales Rep hereby agrees that during the term of this Agreement, and for one (1) year following its termination, not to compete with Ideal either directly or indirectly.  Nor to solicit, sell or preform services in connection with the sale, promotion, advertising, or distribution of products which are identical to/or resemble products distributed by Ideal.  In addition, Sale Rep agrees not to solicit for employment, or for service as supplier or independent representative, any person or entity which is an employee, salesperson, representative, independent contractor, or supplier of Ideal at any time during the term of this Agreement, and for one (1) year after its termination.

10. The Sales Rep and the Company agree that any and all claims and disputes between them shall be resolved exclusively by final and binding individual (and not joint, class, collective or representative) arbitration, including, but not limited to, claims or disputes for, arising out of, or based on this Agreement or its breach, termination of services provided under it, tort, contract, the common law, commissions, wages, compensation, expenses, benefits, interest, liquidated damages, attorneys’ fees and any other right or remedy under any local, state or federal law, rule, regulation or statute. Both parties understand and agree that all claims and disputes subject to arbitration will be resolved by a neutral third person outside of court without a jury and that they are waiving their rights to sue in court, to have a jury trial and to bring, join, benefit from or participate in any joint, class, collective or representative action or proceeding for such claims and disputes.

The arbitrator shall have the exclusive authority to resolve jurisdictional and arbitrability disputes (including as a preliminary matter), including disputes over the formation, existence, validity, interpretation, scope and applicability of this agreement to arbitrate, and to order all remedies available in a court of law. The arbitrator shall issue a written decision and award on which judgment may be entered in any court of competent jurisdiction. The arbitrator shall not have the authority to join or consolidate the claims of more than one person or to hear or preside over any form of joint, representative, collective, or class action or proceeding. The parties will pay their own attorneys’ fees, except as otherwise provided by law. This arbitration clause shall survive the termination of this Agreement.

11. The interpretation, enforceability, validity and construction of this Agreement shall be governed by the laws of the State of Rhode Island without giving effect to any of its conflict of laws provisions. The Sales Rep and Company acknowledge that this Agreement involves interstate commerce and that notwithstanding the foregoing any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. Secs. 1-16).

12. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining parts, terms and provisions shall remain valid and enforceable and any part found to be invalid or unenforceable shall be reformed, to the extent practicable, to make it valid and enforceable in accordance with the parties’ intent as expressed in this Agreement and applicable law; provided that the waiver of the right to bring,, join, benefit from or participate in any class, collective or representative action or proceeding is non-severable from the parties’ agreement to arbitrate and if such waiver is determined to be void, unenforceable or limited with respect to any such action or proceeding, then the parties’ agreement to arbitrate shall be null and void with respect to such action or proceeding, subject to the right to appeal such determination, but the agreement to arbitrate shall remain valid and enforceable with respect to all other disputes. If any claim or dispute that is defined in this Agreement as being subject to arbitration is heard in a court of law for any reason then the parties waive their right to a jury trial and agree to have the claim or dispute decided solely by the court.

13. This Agreement contains the complete understanding between the Sales Rep and the Company regarding the matters contained in it and neither party relies on any oral statements or promises in entering into it. Sales Rep further understands there will be no exceptions to the terms and conditions and also acknowledges that the information contained herein is consistent with that explained prior to his/her acceptance into training for the Sales Rep opportunity.

14. Sales Rep consents to the Company’s use of the Sales Rep’s name, photo, performance statistics and/or statements without compensation for any business-related purposes, including but not limited to catalogs, websites, or other printed materials. The Company reserves the right to amend the terms of this Agreement, except the parties’ agreement to arbitrate, upon 30 days written notice.

15. “Ideal” may, from time to time, amend this Agreement, including all documents incorporated by reference herein.  Such amendments shall be incorporated into the Agreement and Representatives shall abide by such amendments. A Representative is deemed to have accepted any such amendment so long as he or she fails to cancel this Agreement or continues to accept commissions , bonuses, or any other form of payment from “Ideal”.

16. “Ideal” recognizes one individual person per Representative Agreement. “Ideal” will not accept agreements from partnerships, teams, corporations or any other form of business entity. Representative Agreements exist only between “Ideal” and the individual who signs the Representative Agreement.