Individual Buyer – Life Enhancement Distributor – Life Enhancement Wholesaler, Terms of Sale

TERMS OF SALES AGREEMENT

This Terms of Sale Non Exclusive Agreement is made as of this date by and between LASVEGASDIET.com LLC, a Nevada corporation (“Company”) and yourself (“an Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler”).

RECITALS

A. The Company manufactures various homeopathic products, supplements, dietary, various health products and desires the sale and use of such products be promoted actively and diligently within a certain territory; and
B. Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler desires to consume and/or sell the products to other individuals, companies located in the United States in accordance with the terms and conditions set forth herein.

I. Definitions.
1.1 Agreement. The term “Agreement” means this document and any annex, exhibit, attachment, schedule, addendum, or modification hereto, unless the context indicates otherwise.
1.2 Applicable Laws. The term “Applicable Laws” shall mean (a) all U.S. federal, state and local laws, statutes, rules, regulations, ordinances (including any amendments thereto), applicable to the import, export, packaging, labeling, manufacture, sale and distribution of the Product; provided, however, that in the event of any conflict between the foregoing sources of authority, U.S. federal law and regulations shall be given priority; (b) all supranational, national, local and other laws, statutes, rules, regulations, ordinances (including any amendments thereto), applicable to the import, export, packaging, labeling, manufacture, sale and distribution of the Products in the Territory and any other jurisdiction outside the U.S. where the Company distributes the Product, if any; and (c) all governmental laws, regulations, and orders that may be applicable to Sales Representative by reason of its execution of this Agreement, including any and all laws, regulations, or orders that govern or affect the ordering, export, packaging, labeling, shipment, import, sale (including government procurement), delivery, or re-delivery of the Products Internationally.
1.3 Company Trademarks. The term “Company Trademarks” shall mean the trademarks, both in work and design forms, owned or licensed by the Company and as shown on Exhibit B attached hereto, which may be amended from time to time by the Company.
1.4 Customers. The term “Customer(s)” means any purchaser or prospective purchaser of the Products from Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler.
1.5 Products. The term “Product(s)” means those products of the Company that specifically are identified on Exhibit A to this Agreement, as may be amended from time to time in accordance with this Agreement without notification.
1.6 Products Sales Restriction. Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler agrees not to sell the Company products on discount and/or wholesale web sites such as Ebay.com, Amazon.com, Alibaba.com and others similar Internet entities throughout the world at any price. Only the Company has the right to sell on these sites and they will sell at the full regular price listed on LasVegasDiet.com web site for the individual product. Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler will inform immediately the Company of any person or entity selling Company products through the Internet on any discount or wholesale web site. Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler is solely responsible for any person or entity who they sell to and they violate the restrictions within this contract. The Company does not allow Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler under any circumstances to directly or indirectly sell Company Products online at discount prices.

II. Appointment and Scope
2.1 Engagement. Subject to the terms and conditions set forth herein and for the term of this Agreement, the Company hereby appoints Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler, and Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler hereby accepts such appointment, to serve as the Company’s non exclusive representative for the sale and distribution of the Products directly or indirectly to Customers in accordance with all Applicable Laws and the terms of this Agreement in its ordinary course of business.
2.2 Independent Status. Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler is an independent contractor and seller of the Products. Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler is not considered the Company’s agent or legal representative for any purpose, and neither Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler nor any affiliate, owner, director, officer, employee, or agent of the Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler may be, or may be considered, an agent or employee of the Company. Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler is not granted and may not exercise the right or authority to assume or create any obligation or responsibility, including without limitation, contractual obligations and obligations based on warranties or guarantees, on behalf of or in the name of the Company, without prior agreement in writing from the company. Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler is responsible for setting their own hours. Operations and Expenses. Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler detailed operations under this Agreement are subject to Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler sole control and management. Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler will be responsible for all of its own expenses and employees.
2.3 Noncompetition. For and in consideration of the non exclusive rights granted herein, the confidential information and other covenants being provided to Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler hereunder, during the term of this Agreement and for six (6) months thereafter, Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler shall not, unless specifically authorized in writing by the Company, sell, offer for sale, act as sales agent for the solicitation of orders for, nor advertise, endorse, market, or promote any products or parts or supplies for products that the Company reasonably deems to be directly competitive (either by employing comparable technologies, making comparable claims or otherwise) with the Products subject to this Agreement from time to time.
III. Terms and Conditions of Sale.
3.1 Firm Purchase Orders. All orders for the Products must be paid in full before shipping. Each individual purchase order shall specify the item code, quantities of each Product and shipment date(s). If any discrepancy between the provisions set forth herein and any purchase order, order confirmation, or other communication between the parties, whether or not acknowledged by the other party, the provisions of this Agreement will prevail. The Company reserves the right to limit purchase orders based upon historical buying patterns.
3.2 Prices. The Company prices shall post prices on Company web site. All prices are expressed in and will be payable in U.S. Dollars. In the event of unforeseen and extraordinary cost increases (whether supply costs, manufacturing costs, logistics costs or otherwise), the Company may adjust immediately the price set forth on Exhibit A to recover such increased cost without notice.
3.3 Payment. The Company does not have any obligation to ship any order unless and until such order has been paid in full.
3.4 Delivery. The delivery method of products will be determined at time of shipping due to size, weight, perishable if applicable and legal city, state, regional or individual government requirements per country of final destination. It is The Company desire to ship the products the most cost effective way and with the most expedient source. The Company is allowed to use at their choice any qualified carrier to deliver products to Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler.
3.5 Inspection. Immediately after each delivery to buyer’s possession, Buyer or Buyer’s personnel shall inspect the delivered items. If after the inspection, it is determined that the amount or quality of the Products are not in conformity with the order, Buyer will notify the Company in writing of the shortage or non-conformity of the shipment within five (5) business days after delivery. If Buyer does not notify the Company in writing of a shortage or non-conformity within such five (5) day period, the delivered Products shall be deemed accepted. The Company will ship missing or conforming items within thirty (30) working days of receipt of notice or as soon as reasonable. The Company shall not accept any return of Products for any reason whatsoever unless it has authorized such return in advance in writing and in no case shall Buyer be entitled to return Products to the Company other than in accordance with the Company’s limited warranty applicable to such Products as set forth in Section 3.7, below.
3.6 Limited Warranty. All sales of Products to the Buyer are subject to the Company’s standard warranty, if any, provided to each of the Company’s Buyer’s with respect to the Products. Currently, the limited warranty provided to the Company’s Buyers is that (i) no Product at the time of shipment will be misbranded; and (ii) the Products will have potency levels as stated at the time of manufacture. The Company may change the standard warranty it provides to Buyer at any time as needed without notice to Buyer. Buyer may not alter in any way the Products (or the parts or components thereof) without the Company’s prior written authorization or extend any warranty, nor make any representations, warranties, statements or claims regarding the Products other than those expressly contained in the Company’s product literature. There will be no warranty respect to Products that have been altered without prior authorization.
3.7 Disclaimer. EXCEPT AS PROVIDED IN THIS CLAUSE, THE COMPANY’S STANDARD WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THOSE ARISING FROM THE COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, QUALITY OF INFORMATION, QUIET ENJOYMENT OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INTERFERENCE, SYSTEM INTEGRATION OR NON-INFRINGEMENT. EXCEPT FOR THE COMPANY’S THEN-CURRENT LIMITED WARRANTY PROVIDED TO ITS INDIVIDUAL BUYER AND/OR LIFE ENHANCEMENT DISTRIBUTOR AND/OR LIFE ENHANCEMENT WHOLESALER, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE QUALITY OF ANY PRODUCT AND THE PRODUCTS ARE PROVIDED “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. SPECIFICALLY, EXCEPT AS MAY BE EXPRESSLY PROVIDED FOR IN THE COMPANY’S THEN-CURRENT STANDARD WARRANTY, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT THE PRODUCTS ARE FIT FOR ANY PARTICULAR PURPOSE OR THAT THE PRODUCTS WILL MEET INDIVIDUAL BUYER AND/OR LIFE ENHANCEMENT DISTRIBUTOR AND/OR LIFE ENHANCEMENT WHOLESALER OR ITS CUSTOMERS’ PLANNED APPLICATIONS OR INTENDED USES OR THAT DEFECTS IN SUCH PRODUCTS WILL BE CORRECTED. ANY AND ALL WARRANTIES UNDER THE 1980 U.N. CONVENTION ON AGREEMENTS FOR THE INTERNATIONAL SALE OF GOODS, THE UNIFORM COMMERCIAL CODE AND OTHER RELEVANT LAWS SHALL NOT APPLY TO THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF COMPANY’S OBLIGATIONS HEREUNDER. NO AGENT OF COMPANY IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF COMPANY AS SET FORTH HEREIN.
3.8 Limitation of Liability. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DEATH, BODILY INJURY, PROPERTY DAMAGE, LOSS OF PROFITS INCURRED BY SALES REPRESENTATIVE, ITS SUB-SALES REPRESENTATIVES, THEIR RESPECTIVE CUSTOMERS OR ANY OTHER THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR EQUITY OR BASED ON A WARRANTY, IN CONNECTION WITH OR UNDER THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH THE DISTRIBUTION AND USE OF THE PRODUCTS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY OBLIGATION OF THE COMPANY AND THE SOLE REMEDIES FOR THE COMPANY’S LIABILITY OF ANY KIND (INCLUDING LIABILITY FOR NEGLIGENCE) WITH RESPECT TO THE PRODUCTS COVERED BY THIS AGREEMENT SHALL BE TO USE ALL COMMERCIALLY REASONABLE EFFORTS TO PROMPTLY CURE SUCH BREACH. IN THE EVENT THAT ANY LIABILITY IS IMPOSED ON THE COMPANY FOR ANY REASON WHATSOEVER IN CONNECTION WITH OR UNDER THIS AGREEMENT, THE AGGREGATE AMOUNTS PAYABLE BY THE COMPANY BY REASON THEREOF SHALL NOT EXCEED THE AMOUNT OF MONEY ACTUALLY PAID BY INDIVIDUAL BUYER AND/OR LIFE ENHANCEMENT DISTRIBUTOR AND/OR LIFE ENHANCEMENT WHOLESALER OR THEIR CUSTOMERS TO THE COMPANY HEREUNDER.
IV. Obligations of Sales Representative and the Company.
4.1 Statements, Sales Promotion; Marketing.
4.1.1 Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler shall not, (i) make any false or misleading statements, claims, representations or warranties with regard to the Products or any competing products; (ii) engage in any course of conduct which in the reasonable opinion of the Company harms the reputation of the Company or the Products or would violate or cause the Company to violate any Applicable Laws. All representations, claims, statements and warranties that Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler, or any of their representatives or agents makes shall be fully consistent the policies, guidelines, claims and labeling endorsed or provided by the Company in writing. Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler must obtain Company’s prior written approval of any promotional and advertising material (including, without limitation, translations of the point of sale materials provided by Company) it intends to use to market and sell the Products.
4.1.2 Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler shall be responsible for any and all marketing, advertising and promotional expenses, costs and fees incurred by Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler in connection with the marketing and sale of the Products; above the standard advertising materials provided to other Sales Representatives by The Company. Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler must obtain Company’s prior written approval, which shall not be unreasonably withheld or delayed, of any promotional, advertising or marketing material (including, without limitation, translations of the point of sale materials provided by Company) it intends to use to market and sell the Products. Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler shall abide by the Company’s marketing guidelines. Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler will not do anything, which in the reasonable opinion of the Company harms the reputation of the Company or the Products and shall take all actions to avoid any damages or prejudices thereto.
4.2 Discontinued or Infringing Products. The Company may, in its sole discretion, delete Products from Exhibit A in the event the Company (i) learns that any such Product infringes the intellectual property rights of any third party or the manufacture or sale of the same will violate any Applicable Law; (ii) determines that any Applicable Law materially and adversely affects the distribution or sale of any Product; and/or (iii) discontinues any such Product. In each such case, the Company will use its commercially reasonable efforts to (i) notify the Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler as posted on Company web site the removal of any Product set forth on Exhibit A in order for the Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler to adjust its inventory, notify Customers and to make such other necessary business adjustments; and (ii) provide a reasonable substitute product at a comparable price to cover any then-outstanding commitments Product Complaints. Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler shall immediately notify the Company in writing of all health-related problems, personal injury, product liability and all other major complaints or comments received by Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler in relation to the Products.
4.3 Instructions; Packaging; Labeling. Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler acknowledges and agrees the Products must be marketed, distributed and sold in packaging provided by Company (on which Company Trademarks will appear). The Company shall pay for all expenses relating to the labeling and packaging of the Products to comply with all Applicable Law, including, without limitation, translating services, packaging materials, printing plates, dies and production costs. Any and all labels, packaging and inserts shall be subject to the prior written approval of the Company. The Company shall be responsible for ensuring the packaging, labeling or paper inserts comply with all Applicable Laws Import License, Exchange Controls and Other Governmental Approvals; Compliance.
4.4 Local Law. Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler will notify the Company of the existence and content of any mandatory provision of law in the Territory or any other Applicable Law that conflicts with any provision of this Agreement at the time of its execution or thereafter. Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler hereby acknowledges that he, she or it is legally and contractually obligated to keep the Company informed and advise the Company on all Applicable Laws which are applicable to the Products in the Territory, including, without limitation, health, safety, environmental, packaging and labeling requirements and other standards, specifications, and other requirements imposed by law, regulation, or order applicable to the Products in the Territory. Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler shall comply with any and all instructions, warnings, safety standards, specifications and labels applicable to the Products that are necessary or desirable under all local laws, regulations, or practices, including, without limitation, disclosing any of the foregoing to Customers.
4.5 Indemnification. Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler will indemnify, defend, and hold harmless the Company and its affiliates, owners, directors, officers, employees, successors, and assigns from and against all losses, damages, or expenses of whatever form or nature, including reasonable attorneys’ fees and other costs of legal defense, whether direct or indirect, that they, or any of them, may sustain or incur as a result of any acts or omissions of Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler or any of their respective owners, directors, officers, employees, representatives or agents, including, but not limited to: (i) the Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler any operation of the sale and distribution of the Products; (ii) breach of any of the provisions of this Agreement; (iii) negligence or other tortious conduct; (iv) representations, warranties, claims or statements (with regard to the Company, the Products or otherwise) not specifically endorsed, provided or authorized by the Company in writing; (v) Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler use of the Products in excess of the rights conferred in this Agreement; (vi) any claim or action filed by any third party based upon a Customer’s unauthorized use of the Products; or (vii) violation by Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler (or any of their respective affiliates, owners, directors, officers, employees, or agents) of any Applicable Law.
V. Trademarks.
5.1 Except as expressly set forth herein, Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler is permitted to use the Company Trademarks provided to it by Company and Company is permitted to use the camera ready artwork version of trademarks owned or licensed by Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler (the “Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler” and collectively with the Company Trademarks, the “Trademarks”), in each case as follows: (i) with respect to the Company Trademarks, only those Company Trademarks relating to the Products during the term of this Agreement; and (ii) with respect to the Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler Trademarks, such use by Company shall be solely in connection with Company’s obligations hereunder (including, without limitation, packaging and manufacturing of the Products) and advertising and promotional purposes, including, without limitation, to post Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler name and logo on its website with reference as its consumer / distributor in the Territory. The foregoing licenses are non-transferable.
5.2 Each party acknowledges the other party as the sole owner and proprietor and/or licensee, as applicable, of its respective Trademarks and undertakes not to do any act or assist any other person or entity in the performance of any act which would or might lead to invalidation, cancellation, other challenge, or otherwise impair or devalue any of such party’s Trademarks. All use of the Trademarks by either party hereto (and any sub Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler, affiliates and successors in interest) of the other party’s Trademarks shall clearly state that the Trademarks are the property or licensed rights, as applicable, of the other party. Each party hereby acknowledges and agrees that it shall not have any right, title or interest in any goodwill in the business of marketing the Products derived from the use of the other party’s Trademarks hereunder.
5.3 Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler hereby acknowledges and agrees that it shall not have any right, title or interest in any goodwill in the business of marketing the Product derived by Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler from the use of the Trademarks or by reason of Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler being connected in the course of trade with the Trademarks, all of which shall accrue to the Company.
5.4 Neither party shall challenge, or assist any other person or entity in a challenge to, the other party’s ownership or rights to use such other party’s Trademarks or the validity of the same. In the event either party (or any sub Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler) learns of any infringement or threatened infringement of any of the other party’s Trademarks or of any passing off by reason of imitation or otherwise, or that any third party alleges or complains that any of such other party’s Trademarks could cause deception or confusion to the public, such party shall notify the other party and provide all information and reasonable assistance to the other party to assist it to commence or defend proceedings including (if so required) permitting such party’s use of such party’s and/or any sub Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler name in such proceedings against an appropriate indemnity for cost.
5.5 Each party, or the licensor of the applicable Trademark, as applicable, has the sole responsibility for the maintenance of its respective Trademarks in the Territory and for the defense against unauthorized use in the Territory during the term of this Agreement.
5.6 Each party shall hold the other harmless from the loss and damages incurred in the infringements of any third party’s trademarks by using such party’s Trademarks.
5.7 Neither party shall take any steps with respect to any infringement of the other party’s Trademarks by any third party other than to notify the other party to the Agreement and to render such other party all the reasonable assistance as may be required by such other party.
5.8 Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler acknowledges and agrees that: (i) Company (and/or its affiliated companies) are the sole owner or owners and/or licensee or licensees, as applicable, of the Company Trademarks and the Intellectual Property (as defined below); (ii) it must not do anything that would infringe or allow the infringement of the Intellectual Property, or that would be prejudicial to the rights and interests of Company and affiliated companies in relation to the Intellectual Property; (iii) it must not use the Company Trademarks or any word, symbol or design substantially similar to the Company Trademarks as part of its corporate name or as part of any product of Sales Representative; (iv) it must not use the product packaging (as shown on Addendum 3 attached hereto and which may be amended from time to time by Company) or anything confusingly similar thereto with any other product or service not authorized by this Agreement; (v) it must not apply for, or be the assignee of, any trademark or domain name containing any or all part of any of the Company Trademarks, or which would affect any of Company’s rights in the Company Trademarks or Intellectual Property, or aid or abet anyone else in doing; and (vi) it must immediately cease to use any part of the Intellectual Property upon any termination or expiration of this Agreement or earlier on request from Company, unless otherwise provided in this Agreement. For the purposes of this Section 5, “Intellectual Property” means (throughout the world and in all languages) all copyrights, trademarks, designs, trade marks, brand names, service marks, designs, logos, products, product packaging, confidential information, ideas, know-how, techniques, patents and other intellectual property (whether registered or unregistered) throughout the world in all languages which is owned or controlled, now or hereinafter, by Company or its related entities and includes the Products.
VI. Term and Termination
6.1 Term; Termination. Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler fails to perform any of its obligations hereunder and fails to remedy this nonperformance within fifteen (10) calendar days after receiving written demand (other than monetary defaults for which Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler shall not have any cure period), the Company may immediately terminate this Agreement on written notice to the breaching party;
6.1.1 If Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler, effective immediately, becomes the subject of any voluntary or involuntary bankruptcy, receivership, or other insolvency proceedings or makes an assignment or other arrangement for the benefit of its creditors, or if the party is nationalized or has its material assets expropriated;
6.1.2 By the Company, effective immediately, (i) if Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler attempts to sell, assign, delegate, or transfer any of its rights and obligations under this Agreement (including, without limitation, to a successor in interest or the acquirer of all or substantially all of its assets) without having obtained the Company’s prior written consent; or (ii) if the Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler takes any action to liquidate, dissolve and/or wind up its affairs.
6.1.3 By the Company, effective immediately, if any Applicable Law of any jurisdiction, including, without limitation, the Territory materially and adversely affects the distribution of the Product or either party’s ability to perform its obligations hereunder.
6.2 Rights of Parties on Termination. The following provisions apply on this Agreement’s termination or expiration.
6.2.1 Expiration or termination of this Agreement shall not release either party from any liability which at the time of such expiration or termination has already accrued to the other party or which thereafter may accrue in respect of any act or omission prior to such expiration or termination, nor shall any such expiration or termination affect in any way the survival of any right, duty or obligation of either party which, by its nature, would survive such expiration or termination, including, but not limited to, monetary obligations, after-sales service obligations, limitations of liability, indemnification, arbitration, governing law, non-compete covenants and confidentiality obligations, shall survive any such termination, cancellation, or expiration.
6.2.2 Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler will cease all sales and other activities on behalf of the Company and will return to the Company and immediately remove from its property and immediately discontinue all use, directly or indirectly, of Company Trademarks, Intellectual Property, web site administration access and other Confidential Information previously furnished by the Company or of any word, title, expression, trademark, design, or marking that, in the opinion of the Company, is confusingly similar to those of the Company.
6.2.3 Upon and after any expiration or termination of this Agreement for any reason, Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler shall, upon the request of Company, promptly return to Company all documents, catalogs, leaflets, advertising materials and any other point of sale materials pertaining to the Products.
6.2.4 The Company will have no obligation to repurchase or to credit Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler for its inventory of the Products at the time of termination of this Agreement. Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler may continue to sell such Products subject to the terms hereof for a period of sixty (15) days from the date of termination or expiration of this Agreement as applicable.
VII. Governing Law; Arbitration.
7.1 THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEVADA WITHOUT REGARD TO CHOICE OF LAW PRINCIPLES.
7.2 The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement that are not resolved by their mutual agreement shall be settled by arbitration in Las Vegas, Nevada, USA, in accordance with the then-existing International Arbitration Rules promulgated by the International Chamber of Commerce. Venue for the arbitration proceedings and for enforcement of this Agreement shall be in Las Vegas, Nevada, U.S.A. The arbitration proceedings, together with all discovery made pursuant thereto and statements or documents exchanged by the Parties in connection therewith, shall be kept confidential and shall only be used by such Parties in connection with the arbitration proceedings. Both Parties agree to participate in the arbitration in good faith and equally split the costs of any such arbitration under this Section. Either Party may commence the arbitration process called for in this Agreement by filing a written demand for arbitration with JAMS, with a copy to the other Party. The arbitration shall be conducted in English. The decision of the arbitrator shall be final and binding on the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court. The provisions of this paragraph may be enforced by any court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including reasonable attorneys’ fees, to be paid by the party against whom enforcement is ordered.
VIII. Publicity.
No party to this Agreement shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the Company, which consent shall not be unreasonably withheld, except as may be required by Applicable Law or any listing agreement related to the trading of the shares of such party on any national securities exchange or national automated quotation system, in which case the party proposing to issue such press release or make such public announcement shall use reasonable efforts to consult in good faith with the other party before issuing any such press release or making any such public announcement. The parties shall cooperate as to the timing and contents of any such press release or public announcement.
IX. General Provisions
9.1 Entire Agreement; Modifications. This Agreement, including the Annexes hereto, together with the NDA represents the entire agreement between the parties on this subject matter and supersedes all prior discussions, agreements, and understandings of every kind and nature between them. No modification of this Agreement is effective unless in writing and signed by both parties.
9.2 Notices. All notices under this Agreement will be in English. Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler will be in writing and given by registered airmail, or email addressed to the parties. Company will post general Notices on the Company web site and/or within administration area of the Enhancement Distributor and/or Life Enhancement Wholesaler. Notices are deemed given when sent as evidenced by proof of posting or become posted on Company web site.
9.3 Force Majeure. Other than monetary failures or breaches, neither party will be in default hereunder by reason of any failure or delay in the performance of any obligation under this Agreement where the failure or delay arises out of any cause beyond the reasonable control and without the fault or negligence of such party. These causes will include, without limitation, storms, floods, other acts of nature, fires, explosions, riots, pandemic outbreak, war or civil disturbance, strikes or other labor unrests, embargoes, and other governmental actions or regulations that would prohibit either party from ordering or furnishing Product or from performing any other aspects of the obligations hereunder, delays in transportation and inability to obtain necessary labor, supplies, or manufacturing facilities. If the force majeure event continues for a period of sixty (60) days, Company may terminate this Agreement upon written notice to Sales Representative without any liability to Sales Representative or any other third party.
9.4 Attorneys’ Fees. In the event of any litigation concerning any controversy, claim or dispute between the parties hereto, arising out of or relating to this Agreement, the breach hereof or the interpretation hereof, the Company shall be entitled to recover from the other party expenses, including reasonable attorneys’ fees, and costs incurred therein.
9.5 Specific Performance. Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler acknowledges the Company may be irreparably harmed if such party’s obligations under this Agreement are not specifically enforced and that the other party may not have an adequate remedy at law in the event of an actual or threatened violation by such party of its obligations. Therefore, Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler agrees that the Company shall be entitled to an injunction or any appropriate decree of specific performance for any actual or threatened violations or breaches by such party, any sub Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler or their respective affiliates without the necessity of such party showing actual damages or that monetary damages would not afford an adequate remedy.
9.6 Severability. Any term or condition of this Agreement that contravenes the laws of any state or country in which this Agreement is effective will, only in that state or country, and only to the extent of the contravention of the laws of that state or country, be deemed separable and will not affect any other term or condition of this Agreement.
9.7 Assignment. The Company may assign this Agreement, in whole or in part, without written notice to Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler. This Agreement is binding on and inures to the benefit of the successors and assigns of the business interests of the Company. Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler may not sell, assign, delegate, or otherwise transfer any of its rights or obligations without the Company’s prior written consent.
9.8 Waiver. The Company may not waive its right to request strict performance or similar actions from Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler through its failure to require Sales Representative, International Wholesalers to perform any of the provisions in this Agreement.
9.9 Headings. The headings in this Agreement are for convenience in reference only and are not part of this Agreement, nor will they in any way affect the interpretation hereof.
9.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which may be executed and transmitted via facsimile or pdf with the same validity as if it were an ink-signed document.
9.11 Language. The English version of this Agreement governs and controls any translations into any other language.

IN WITNESS WHEREOF, the parties have executed this Agreement to become effective as of the Effective Date.
“Company” LasVegasDiet.com :LLC

By:

Print Name:

Title:

Address: P.O. Box 15110
Las Vegas NV 89103

E-mail: vegas@insiderrvlv.com

“Individual Buyer and/or Life Enhancement Distributor and/or Life Enhancement Wholesaler”

By:

Print Name:

Title:

Address:

E-mail:

EXHIBIT A
PRODUCTS AND PRICES
Products: Additional Products will be added as developed.

Fat Burner with Appetite Suppressant
Mental Performance

Current Product Price: The current price of the Products is as set forth below. All prices are in United States Dollars FOB the Facility (as defined in Section 3.5 of the Agreement), which shall be the price for the Products during the initial term of the Agreement.

60 Capsule Bottle
Fat Burner / Appetite Suppressant:
Online Retail = $94.50
Distributor receive large discounts
USA Wholesalers receive largest Discount
(Quantity TBD) International Wholesaler are responsible for all fees, tariffs, taxes, etc. for orders being delivered outside the USA.  LasVegasDiet.com pays to ship to nearest USA port and all costs from there on are the responsibility of the wholesalers.  Call 702-210-4201 for full details.

30 Capsule Bottle
Mental Performance or Fat Burner with Appetite Suppressant:
Online Retail = $54.95
Distributor receive large discounts
USA Wholesalers receive largest Discount
(Quantity TBD) International Wholesaler are responsible for all fees, tariffs, taxes, etc. for orders being delivered outside the USA.  LasVegasDiet.com pays to ship to nearest USA port and all costs from there on are the responsibility of the wholesalers.  Call 702-210-4201 for full details.

*denotes a trademark that the Company does not own, but has a license to use.