INOVITTA INDEPENDENT CONSULTANT AGREEMENT

As a prospective Inovitta Independent Consultant (“Consultant”), I understand and agree that my relationship with Inovitta, Inc. (“Inovitta” or “Company”) shall be governed by the following terms and conditions (the “Terms and Conditions”):


1. Agreement

I understand that this Independent Consultant Agreement is subject to acceptance by Inovitta. Upon acceptance by Inovitta, these Terms and Conditions, shall constitute the entire agreement (the “Agreement”) between Inovitta and me.


2. Independent Contractor Status

It is expressly understood that I am entering into this Agreement as an independent contractor who is responsible for my own business activities with sole control over the manner and means of my performance under this Agreement. I am solely responsible for setting my work hours and for any expenses incurred by me in the operation of my business. I UNDERSTAND THAT I AM NOT AN EMPLOYEE OR AGENT OF INOVITTA AND I WILL NOT BE TREATED AS AN EMPLOYEE FOR FEDERAL OR STATE TAX PURPOSES. I acknowledge that Inovitta is not responsible for income withholding and that it will not withhold or deduct any tax from my commissions or bonuses, if any.


3. Enrollment Kit

I agree to purchase a non-commissionable Enrollment Kit and understand that an Enrollment Kit is the only purchase required to conduct business as an Inovitta Independent Consultant.


4. Ownership and Use of Confidential Information

I acknowledge that Inovitta owns all product, Distributor and customer information and data that may be provided to me or that I may create or compile, including but not limited to product purchase information, customer and Distributor contact and profile data, Distributor lists, and any and all marketing materials (collectively, “Confidential Information”). I will not use or disclose Confidential Information to any person except as expressly permitted by this Agreement and will take all reasonable precautions to prevent any unauthorized dissemination of Confidential Information, both during and after the term of this Agreement. Upon Inovitta’s reasonable written request, I agree to return to Inovitta all Confidential Information, including but not limited to all Distributor lists, customer lists, marketing plans and all copies of such materials.


5. Authorized Business and Product Claims

Any claims made about Inovitta products shall be the same as those published in Company literature. Income claims are not permitted. In addition, I shall not make any statement or disseminate information that would lead a person to believe that I am an employee or agent of Inovitta, Inc. and I shall at all times represent that I am an Inovitta Independent Consultant.


6. Additional Responsibilities of Independent Consultant

Consultant shall also provide reasonable assistance to Company in promotional activities in the territory. Consultant will assist the company by taking part in all promotional events. Full responsibility for collection of payment from customers rests with the Independent Consultant and shall notify Company of any Customer’s complaints regarding either the services or company and immediately forward to Company the information regarding those complaints.


7. No Exclusivity

I understand that the rights granted to me under this Agreement are non-exclusive and that no territory or geographical areas have been granted to me on an exclusive basis.


8. Use of Trademarks, logos and trade names.

Consultants are prohibited from copying or using the Inovitta name, or Inovitta trade names, logos, sales materials, company literature, trademarks, or any web-site content, except in materials provided or created by Inovitta or approved in writing by Inovitta prior to use by Consultant. By agreeing to these Terms and Conditions, I understand that any unauthorized use or duplication of Inovitta trade names, trademarks or copyrighted materials is a violation of this Agreement and applicable federal and state laws.


9. Non-Solicitation

During the term of this Agreement and for a period of one (1) year after the termination of this Agreement, I shall not directly or indirectly, on my own behalf or on the behalf of any other person or entity, call upon or solicit or attempt to call upon or solicit any Inovitta employee or Consultant to terminate or alter his or her business relationship with Inovitta. “Solicit” includes recruiting or sharing information about another direct sales opportunity or other career with any Inovitta employee or Consultant.


10. Non-Disparagement

I agree to refrain from making negative, disparaging, untrue or misleading comments about Inovitta, other Inovitta Consultants, Inovitta products, the Inovitta compensation plan, or Inovitta’s owners, managers, officers or employees. I also agree not to engage in any activities that may cause harm or disruption to the business of Inovitta or any Inovitta Consultant.


11. Photo and Video Release

I grant to Inovitta and its authorized agents an unrestricted license to use, publish, edit, , and distribute to the public by any means of transmission, distribution or communication, including but not limited to, the Internet, and in audio visual works, photographs, sound recordings, advertising, promotional and marketing materials (collectively, “Use”), my name, including nicknames and social media handles, likeness, image, photograph, biographical information, voice, , opinions, comments or statements. I represent that any comments, statements or opinions that I make or express concerning Inovitta and/or its products or services will reflect my true and honest opinion. This authorization may be cancelled upon receipt by Inovitta of a written notice of cancellation from me.


12. Term and Termination

a) Term and Renewal. Unless terminated earlier pursuant to Section 9(b) or (c) below, the term of this Agreement shall be one (1) year from the date of acceptance by Inovitta (the “Effective Date”). This Agreement may be renewed every twelve (12) months on the anniversary of the Effective Date, subject to my payment of the applicable renewal fees. Inovitta reserves the right to accept or reject any renewal in its sole discretion.

b) Termination by Inovitta. Inovitta may terminate this Agreement at any time and for any reason in its sole discretion upon thirty (30) days’ written notice. Inovitta may immediately terminate this Agreement in the event of my death or my breach of any provision of this Agreement. Termination shall be effective on the date on which notice is effective in accordance with Section 22 or when I receive actual notice of termination, whichever occurs first. Inovitta shall not be required to have any reason or to prove any cause in order to terminate this Agreement. If and when this Agreement is terminated, I shall have no right or interest in any commissions or compensation generated after the date of termination, nor any right to claim or collect lost profits, lost opportunities or any other damages. Termination will result in the loss of all rights and benefits as an Independent Consultant. I hereby authorize Inovitta to withhold any amounts due and owing to Inovitta at the time of any termination to the fullest extent allowed by applicable law.

c) Voluntary Cancellation. I have the right to terminate this Agreement at any time, for any reason. Notice of termination must be submitted in writing to Inovitta at the address shown in Section 18 below.

d) Product Returns Upon Termination. If a terminating Consultant has purchased products, Inovitta will issue a refund or credit for any products purchased by and in the possession of the terminating Consultant provided that: (i) the products are unopened and returned to Inovitta within thirty (30) days from the date of termination; (ii) the terminating Consultant provides proof of purchase of the products; (iii) the products were purchased within 12 months preceding the date of termination, and (iv) the products are undamaged and are current and resalable (Note: the 12 month requirement is not applicable to residents of Maryland, Wyoming, Massachusetts and Puerto Rico). Refunds are also subject to a ten percent (10%) handling and restocking fee. Shipping costs are not refundable. “Current and resalable” means any product being offered for sale by Inovitta on the date it sends or receives notice of the Consultant’s termination that is in current packaging and has ample shelf life remaining.


13. Transferability

Neither this Agreement nor my Inovitta business may be transferred or assigned by me or operated in partnership with any other person without Inovitta’s prior written consent.


14. Other Terms

a) I have full legal capacity to enter into this Agreement in the state in which I reside. I agree to comply with all laws, rules and regulations governing the conduct of my business.

b) I acknowledge and agree that I have no right, interest or contractual relationship with any Independent Consultant whom I sponsor or who is in my downline organization (“Downline”).


15. Indemnification/Offset

I will indemnify and hold harmless Inovitta, its subsidiaries, and its managers, officers, employees, agents and assigns from and against any damages, claims or liabilities and expenses (including attorneys’ fees) incident to my: (a) activities as a Consultant including, without limitation, any unauthorized representations made by me; (b) any negligent, reckless or intentionally wrongful act of myself or anyone acting on my behalf including with respect to claims by third parties related to infringement of third party intellectual property rights; (c) a determination by a court or agency that the I am not an independent contractor, (d) breach by me or anyone acting on my behalf of any of the terms of this Agreement; or (e) failure to comply with applicable laws, rules or regulations. Inovitta shall have the right to offset any amounts owed by me to Inovitta against the amount of any commissions or bonuses owed to me to the fullest extent permitted by applicable law.


16. Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, INOVITTA AND ITS AFFILIATES, OFFICERS MANAGERS, OWNERS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES SHALL NOT BE LIABLE FOR, AND I HEREBY RELEASE THE FOREGOING FROM, AND WAIVE ANY CLAIM OF ANY SPECIAL INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST BUSINESS, AND LOST OPPORTUNITIES, HOWEVER CAUSED, ARISING OUT OF THIS AGREEMENT OR OTHER MATTERS BETWEEN MYSELF AND INOVITTA, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHER THEORY OF LIABILITY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY, OR OTHERWISE), EVEN IF INOVITTA OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, IT IS AGREED THAT ANY DAMAGE TO ME SHALL NOT EXCEED, AND IS HEREBY EXPRESSLY LIMITED TO THE AMOUNT OF UNSOLD INOVITTA PRODUCTS OWNED OR HELD BY ME AND ANY FULLY EARNED COMMISSIONS, BONUSES OR OVERRIDES.


17. Injunctive Relief

Either Inovitta or I may apply to a court of competent jurisdiction for temporary, preliminary or permanent injunctive relief if relief available in arbitration is likely to be ineffectual.


18. Amendment

I understand that Inovitta may amend this Agreement, including but not limited to these Terms and Conditions at any time as Inovitta deems appropriate. Amendments shall be effective thirty (30) days after notice of an amendment is posted or communicated to Consultants through official Company publications, including websites or email, but amended policies shall not apply retroactively to conduct prior to the effective date of the amendment. All amendments are binding on all Consultants and my continuation as a Consultant following the effective date of any amendment constitutes my acceptance and agreement to be bound by the amendment.


19. Entire Agreement

This Agreement in its current form and as may be amended supersedes all prior communications, understandings and agreements between me and Inovitta and constitutes the entire agreement between myself and Inovitta. I have carefully read and agree to comply with these Terms and Conditions which has been provided to me prior to my submission of this application. I understand that I must be in good standing to be eligible for commissions or any other compensation from Inovitta.


20. Governing Law/Venue/Arbitration

This Agreement is governed by the laws of the State of California without regard to any state’s conflicts of laws rules that may result in the application of the laws of any other jurisdiction. Except in situations in which injunctive relief is sought, Inovitta and I mutually agree to resolve any disputes exclusively through final and binding arbitration before a single arbitrator.


21. This arbitration agreement is governed by the Federal Arbitration Act survives the termination of this Agreement, and shall apply to any and all claims between myself and Inovitta arising out of or relating to this Agreement, including but not limited to compensation I have received, compensation I claim to be owed and any termination of this Agreement.

a) If either party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery pursuant to Section 18. The demand for arbitration must include a statement of the legal and factual basis of the claim(s).

b) Class Action Waiver. Inovitta and I mutually agree that by entering into this agreement to arbitrate, both parties waive their right to have any dispute or claim brought, heard or arbitrated as a class or collective action, and an arbitrator shall not have any authority to hear or arbitrate any class or collective action (“Class Action Waiver”). Notwithstanding any other clause contained in this Agreement or the AAA Rules, as defined below, any claim that all or part of this Class Action Waiver is unenforceable may be determined only by a court of competent jurisdiction and not by an arbitrator.

c) Any arbitration shall be governed and administered pursuant to the Commercial Arbitration Rules of the American Arbitration Association (“AAA”); if there is a conflict between the AAA Rules and this Agreement, the terms of this Agreement shall govern. The arbitrator shall be an attorney with experience in the law underlying the dispute. Unless otherwise agreed to by the parties, the arbitration shall take place in Los Angeles, California. Inovitta and I shall each be responsible for paying the arbitrator’s fees and costs, and any fees to AAA for administering the arbitration, although the arbitrator shall have the power to order the non-prevailing party to reimburse the prevailing party for such fees and costs. The arbitrator may award any remedy available under applicable law. The arbitrator shall apply the state, federal or local substantive law, as applicable, to the claims asserted. Venue for any disputes between Inovitta and residents of Louisiana shall be determined pursuant to Louisiana law.

d) The arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law, and a court of competent jurisdiction will have authority to enter judgment upon the arbitrator’s award/decision.


22. Notices

Unless otherwise provided in this Agreement, any notice or other communication required to be given under this Agreement shall be in writing and shall be deemed effective (i) if delivered personally or by commercial messenger or courier, (ii) when sent by confirmed facsimile or electronic mail, or (iii) if mailed by U.S. registered, certified or express mail , to Inovitta, Inc., 1860 W. Carson Street, Suite #101, Torrance, California 90501 or to me at the address I provided to Inovitta at the time of my agreement to these Terms and Conditions, unless written notice of an address change has been received by Inovitta. If sent by mail, delivery of a notice shall be deemed effective three (3) days after the date of mailing.


I acknowledge that I have read, understand, and agree to the above Terms and Conditions. I certify that all of the information provided by me in connection with my application to become an Inovitta Independent Consultant is true and accurate.