Independent Contractor Agreement

el King Moringa

INDEPENDENT CONTRACTOR/SALES REPRESENTATIVE AGREEMENT

This Independent Contractor/Sales Representative Agreement ( the “Agreement”) is entered into as of the Submit Day Below, between el King Moringa (the “Company") and the Submit Name Below (the “Salesperson").

NOTE: The use of any word in any gender shall be deemed to include any other gender. The use of any word in the singular shall be deemed to include the plural where the context requires. The use of any word in the plural shall be deemed to include the plural where the context requires.

W I T N E S S E T H:

WHEREAS, it is deemed to be to the mutual advantage of the Company and the Salesperson to enter into the arrangement established in this Agreement, and each is willing to enter into this Agreement upon the terms and conditions hereinafter set forth, it is agreed by and between the parties hereto as follows:

1. Independent Contractor Engagement. Subject to the terms and conditions of this Agreement, the Company hereby engages the Salesperson as an Independent Contractor to perform the services set forth herein, and the Salesperson agrees to act as Salesperson for the Company, for a period of one

(1) year from the date hereof, and this agreement shall be automatically renewed from year to year with the same terms and provisions, unless this agreement shall be terminated sooner in the manner hereinafter provided.

(a) The Salesperson will not make any representations, warranties or commitments binding the Company without the prior written consent of the Company.

(b) The Salesperson will serve as an independent contractor and be responsible to pay all applicable Social Security, withholding, and other taxes. The Company shall not be responsible for withholding taxes with respect to the Salesperson’s compensation hereunder.

(c) This Agreement shall not render the Salesperson an employee, partner, Salesperson of, and/or joint venturer with the Company for any purpose. The Salesperson’s relationship with the Company is and will remain an independent contractor of the Company.

(d) The Salesperson shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

2. Duties of the Parties. The Salesperson agrees to diligently work in an endeavor to secure business for the Company. The Salesperson agrees to sell products, including the entire product line of “KING MORINGA, KING OF NATURAL NUTRITION”. A list of the product line and their pricing shall be found at www.elkingmoringa.com, and such units and prices are incorporated herein; however, Company reserves the right from time to time, in its sole and exclusive discretion, to alter the prices of the items in the product line and/or to add new products as they become available. The Company shall furnish Salesperson with all samples necessary for the Salesperson to perform their duties, and/or training and marketing support as the Company deems fit.

Notwithstanding anything herein to the contrary, and subject to the provision of this Agreement, Salesperson shall be free to devote their time and attention to such activities as they deem appropriate. Based on the foregoing, the Salesperson shall:

1. Not have established hours of work set by the Company;

2. Not be required to do his work on the premises of Company;

3. Be not be paid by the hour, week or month; and shall be compensated only by commission, as described herein;

4. May be reimbursed for business and/or traveling expenses by Company, at the discretion of the Company, and Company shall not be liable to the Salesperson for any expenses incurred by the Salesperson, or for any of his acts, unless approved in advance by Company;

5. Have potential for realization of profit or loss as a result of his services;

6. May make his services available to the general public (but shall not compete with the Company as to the Company’s products);

7. Not be treated as an employee by the Company for any period of time;

8. File all required Federal tax returns on a basis consistent with his status as a non-employee of Company

9. Receive Form 1099- MISC, if necessary.

10. Not be liable to the Company for office help or expenses of the office; and

11. Not have any authority to bind the Company by any promise or representation, unless specifically authorized in a particular transaction, by prior written consent of the Company..

3. Expenses

During the term of this Agreement, the Salesperson will bear all expenses incurred in sales endeavors except for those for which the Company agrees in writing to pay.

4. Payment.

(a) Salesperson, in the course of his engagement with the Company, shall pay unto the Company current wholesale price of all types of units sold by the Company, as of the date of this Agreement, and as compensation may keep any amount of profit generated in excess of the named wholesale price, once payment has been received by the Company and the funds have been cleared by the buyer of the afore- mentioned units.

(b) Salesperson is responsible for informing the Company in writing of any new accounts and/or clients referred to the Company by the Salesperson. Salesperson shall provide Company with monthly sales reports, which reports shall identify the name, address, telephone, and email of clients, as well as volume of units sold.

(c) The company agrees to furnish Salesperson, upon written request, with a copy of all invoices and orders covering any goods sold to customers therein.

5. Confidentiality.

5.1. The Salesperson acknowledges that during the engagement they will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company’s business and product processes, methods, customer lists, accounts and procedures. The Salesperson agrees not to disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Company. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Company, whether prepared by the Salesperson or otherwise coming into their possession, shall remain the exclusive property of the Company.

5.2. The Salesperson shall not retain any copies of the foregoing without the Company’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Company, the Salesperson shall immediately deliver to the Company all such files, records, documents, specifications, information, and other items in their possession or under their control.

5.3. The Salesperson further agrees not to disclose their retention as an Independent Contractor, or the terms of this Agreement, to any person without the prior written consent of the Company and shall at all times preserve the confidential nature of their relationship to the Company and of the services hereunder.

6. Conflicts of Interest; Non-hire Provision.

6.1. Salesperson shall not carry additional competing lines without the full knowledge and consent of the Company.

6.2. Salesperson represents that they are free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the Salesperson and any third party.

6.3. Salesperson, in rendering their duties, shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which they do not have a proprietary interest.

6.4. During the term of this agreement, Salesperson shall devote as much of their productive time, energy and abilities to the performance of their duties hereunder as is necessary to perform the required duties in a timely and productive manner.

6.5. Salesperson is expressly free to perform services for other parties in other industries while performing services for the Company, barring any Conflict of Interest as determined by the Company.

6.6. For a period of one (1) year following any termination, Salesperson shall not, directly or indirectly, hire, solicit, or encourage any employee, consultant, or contractor of the Company to leave the Company’s employment, or to hire any such employee, consultant, or contractor who has left the Company’s employment or any contractual engagement within one (1) year of such employment or engagement, or sell products which compete with products sold by the Company.

7. Restriction of Salesperson’s Activities; Restrictive Covenant.

7.1. For purposes of this Agreement, the term "customer" shall be broadly construed and shall include, but not be limited to, any individual, partnership, unincorporated business or corporation that may engage the Company's services for a fee. For purposes of this Agreement, the term "persons" shall be broadly construed and shall include, but not be limited to, any individual, partnership, unincorporated business or corporation.

7.2. Salesperson hereby acknowledges that the Company has disclosed and will continue to disclose to certain trade secrets, as defined in the Florida Anti-Fencing Act, Florida Statutes, Chapter 812 (2013), (specifically 812.081 [2013]), and/or as defined in the Uniform Trade Secrets Act, Florida Statutes, Chapter 688 (2013), (specifically § 688.002(4) [2013]), as the same exists on the date hereof, plus unique business methods, confidential information, and procedures, including the names, addresses, phone numbers, computers, data, and financial records of existing, and/or potential customers, and any and all other information which enables the Company to compete successfully in its business.

7.3  In addition, Salesperson acknowledges that they have, and will receive at the Company's expense, training, materials, advice, and assistance, and that they will be have limited access to personal, mail and/or telephone contact with the Company’s employees, suppliers, and/or customers, and that during the term of this Independent Contractor's Agreement with the Company, the Company will disclose and/or it has already disclosed to Salesperson, trade secrets and confidential information of the Company, and that Salesperson shall not disclose same nor compete with the Company, in Miami-Dade and/or Broward County, Florida, or such greater geographic area as may be reasonable, for two (2) years after termination of employment, as more fully specified in Paragraph 7.4, below, and during their relationship with the Company, Salesperson shall not sell products which compete with products sold by the Company.

7.4  Salesperson acknowledges that they shall not use to their own advantage, directly or indirectly, or to the advantage of any other person or corporation, partnership, trust, or entity of every kind or description, any information gained from, for, or about the Company, or its customers, files or business.

Wherefore, and in consideration of the execution of this agreement by the Company, and other benefits made available to Salesperson, it being the specific intent and understanding of the parties, Salesperson agrees that for a period of two (2) years following the termination of this Independent Contractor's Agreement, that they may not, shall not, nor shall they be permitted to engage in any or all of the following activities within the State of Florida, Counties of Broward and Miami-Dade:

(i) Enter into or engage in any business which competes, or sell products which compete, with the Company's business; or

(ii) Promote or assist financially or otherwise, or have any equity or debt relationship with any person, firm, association, partnership, trust or corporation or engage in any business which competes with the Company’s business in Broward and/or Miami-Dade Counties of the State of Florida.

(iii) Salesperson will not, and is not permitted to directly or indirectly, make known, divulge, furnish, make available or use, of any invention, process, apparatus or design of the Company, or any knowledge or information with respect thereto, or any trade secret(s) or confidential information of the Company, all of which have been developed by and on behalf of the Company through substantial effort and investment, including but not limited to: business methods and techniques, sales catalogs, order books promotional and instructional materials, customer lists, prospective lists, suppliers lists, and all selling information, advertising, budgets, office equipment or systems, computers, electronic data, or persons names, addresses, or telephone numbers of any of the above, of which Salesperson has gained knowledge of as a result of Independent Contractor's Agreement with the Company.

(iv) Salesperson hereby stipulates that based upon the national nature of the Company's business, course of dealing, and custom and usage in the industry, that said restrictions are reasonable, and shall be so admitted into evidence and accepted as conclusive proof of reasonableness by the appropriate Court of competent jurisdiction, which shall interpret this provision as fair and reasonable restrictions under all the circumstances), unless a Court of competent jurisdiction determines that said area or time are unreasonably limited, then such other reasonably limited time and area as may be determined by said court under Florida Statute 542.33 (2)(a) [2013] shall apply.

7.5. During the term of Salesperson’s relationship with the Company pursuant to the terms of this Agreement, and during the term of the restrictive covenant specified above, Salesperson agrees:

(i) To treat all such matters relating to the Company’s business as confidential information, not to be divulged to other entities or persons; and

(ii) Not to divulge any such information in any way to persons outside of the Company’s employ during or after the term of this Agreement.

8. Termination.

8.1. Either party shall have the right to terminate this agreement prior to the expiration of the term, provided written notice of intention to terminate is given to the other party at least ten (10) working days before the date of requested termination. In the absence of a ten (10) day written notice prior to the expiration of the term, this agreement shall be automatically renewed from year to year subject to the same terms and provisions as contained herein.

8.2. If Salesperson is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directive of the Company, is guilty of serious misconduct in connection with performance hereunder, or materially breaches provisions of this Agreement, the Company at any time may terminate the engagement of the Salesperson immediately and without prior written notice to the Salesperson.

8.3. Notwithstanding any other provisions herein to the contrary, this Agreement shall terminate immediately, with the Company retaining all rights pursuant to this Agreement, upon the occurrence of any of the following events: (a) death of the Salesperson; (b) cessation of the Company's business; or (c) breach of any provisions of this agreement by the Salesperson.

9. Merger. This Agreement shall not be terminated by the merger or consolidation of the Company into or with any other entity.

10. Headings. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.

11. Conflict of Interest.

11.1. Salesperson hereby represents and warrants to Company that at the time of signing this Agreement he is not employed by any other firm, corporation or person and that he has not been induced by Company to violate any agreement or contract he may have with any other firm, corporation or person; and that Salesperson is not bound or subject to any restrictive covenant or agreement in any contract with any other company or entity which would prohibit his serving as an Salesperson for Company.

11.2. Salesperson hereby agrees to indemnify and hold harmless Company from and against any and all claims, demands, actions, causes of action, costs and expenses, including all reasonable attorney's fees and damages which may be incurred by Company resulting from any conflict between the employment of Salesperson by Company, and any prior employment or restrictive covenant or contract, and the Salesperson agrees to reimburse the Company any commissions paid to him by Company in connection with any conflicting accounts.

12. Severability. If any provision of this agreement shall be found invalid or unenforceable to any extent, the remainder of this agreement, or the application thereof to other situations, shall not be affected thereby.

13. Right to Injunction. The parties hereto acknowledge that the services to be rendered by the Salesperson under this Agreement and the rights and privileges granted to the Company under the Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and any and all breach by the Salesperson of any of the provisions of this Agreement will cause the Company irreparable injury and damage. The Salesperson expressly agrees that the Company shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by the Salesperson. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that the Company may have for damages or otherwise. The various rights and remedies of the Company under this Agreement or otherwise shall be construed to be cumulative, and none of them shall be exclusive of any other or of any right or remedy allowed by law.

14. Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver. The parties hereto agree that failure by either party to strictly enforce any provision of this agreement shall not constitute a waiver or an estoppel, nor preclude either party from subsequent strict enforcement of any or all provisions hereof.

15. Assignment. The Salesperson shall not assign any of their rights under this Agreement, or delegate the performance of any of their duties hereunder, without the prior written consent of the Company.

16. Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.

17. Choice of Law. The laws of the state of Florida shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

18. Litigation. In any action, litigated or arbitrated, declaratory or otherwise arising out of this agreement, the prevailing party shall be awarded reasonable attorney’s fees and court costs to be paid by the losing party. Furthermore, in the event of any action for declaratory relief or ambiguity which requires judicial determination, such determination shall be made without any presumption against the Company as drafter of this Agreement. Venue shall be exclusively in Miami-Dade County, Florida.

19. Indemnification. The Company agrees to indemnify and hold Salesperson harmless from any and all liability, loss, or damage, including reasonable attorney's fees, which Salesperson may suffer as a result of claims, demands, costs, or judgments against Salesperson arising out of or resulting from Company's acts or omissions, violation of any law or governmental regulation, infringement of any patent, trademark or trade name, product liability, law suits, or failure to ship acceptable goods timely.

20. Entire Agreement. The parties hereto agree that this agreement constitutes and expresses the whole and entire agreement of the parties with reference to the representation, and compensation for, or in respect to, the Salesperson’s efforts on behalf of the Company, and all promises, undertakings, representations, agreements, and understandings and arrangements entered into between the parties herein. No alterations or variations of the terms of this agreement shall be valid unless made in writing, dated, and signed by both parties. This Agreement cancels and supersedes all prior agreements and understandings.

21. Non-binding Mediation. In the event of any controversies arising out of, regarding, or in any way relating to the terms of this Agreement or its interpretation, prior to the filing of any lawsuit except for a claim solely for an injunction, the parties hereby agree to attend non-binding mediation, with a mediator of Company’s choosing, which shall be held in Miami-Dade County, Florida.

22. Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given, or made to the other party if personally served, and/or if properly deposited into the care of the United States mail, by certified and/or registered, postage prepaid, return receipt requested, or a common carrier, including Federal Express and/or UPS. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by U.S. Mail, or a common carrier, above, such notice shall be conclusively deemed given and received by the other party five (5) days after deposit of same thereof, and addressed to the party to whom such notice, demand or other communication is to be given as follows: 

If to the Salesperson: See Submit Info Below

If to the Company: ROBERTO E. SUAREZ 6340 SW 84 ST MIAMI, FL 33143

Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.

23. Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.

IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above. The parties hereto agree that facsimile signatures shall be as effective as if originals.