I understand that there is no charge to become a Worth Unlimited Independent Distributor.

I have read and agree to the terms and conditions contained in this document, I have been provided with the Policies and Procedures for Independent Worth Distributors and agree with the terms and conditions, which by reference are fully incorporated into this agreement. I also represent that I am not an agent with Market America.

A Worth Unlimited Independent Distributor has the right to cancel as a Distribrutor at any time, for any reason. Cancellation must be submitted in writing to Worth Unlimited at its principal place of business.

1. Term; Termination. This Agreement by and between Worth Unlimited, LLC, ("Company") and Independent Distributor, (collectively the "Parties") shall commence upon the date the online enrollment form is completed by the Independent Distributor. This agreement will automatically renew in 12 months from the above date, and each consecutive 12 months. Either party may immediately terminate this Agreement at any time by providing written notice to the other party. The Independent Distributor understands and agrees that notwithstanding the termination of this Agreement by either party for any reason, the Independent Distributor’s obligations, duties, and covenants for Non-Competition, Confidential Matters, Non- Disclosure and Non-Interference shall continue as provided in the Policies and Procedures following the termination of this Agreement. Independent Distributor further understands and agrees that all claims, rights and title to any commissions or other compensation from Company are extinguished upon termination of this Agreement.
2. Policies and Procedures. The Company has published Policies and Procedures which are available on Company’s website and are incorporated herein by reference. Independent Distributor acknowledges having access to the Policies and Procedures and agrees that any violation of Company’s Policies and Procedures may result in Company terminating this Agreement with Independent Distributor. Company in its sole discretion may modify or amend the Policies and Procedures with 30 days prior notice as published on Company’s website.
3. Independent Distributor Relationship; Authority. Independent Distributor is an independent contractor and is not an employee, agent, partner, or joint venture of or with the Company. The Company has retained Independent Distributor to perform the Services, but Independent Distributor shall determine the legal means, the times, and all other matters by or through which Independent Distributor performs such Services. The Company is not responsible for withholding, and shall not withhold, FICA, FUTA, payroll withholding, or other taxes of any kind from any payments that the Company or any other person or entity may at any time remit to Independent Distributor. Neither Independent Distributor nor any of Independent Distributor’s employees, agents, representatives, Independent Distributors, sub-Independent Distributors, or other similar persons or parties (collectively, “Independent Distributor-Related Parties” or, individually, a “Contract-Related Party”) shall be entitled to any benefits or other similar matters to which employees of the Company are entitled including, but not limited to, workers’ compensation coverage, unemployment compensation, medical insurance, dental insurance, other health insurance, life insurance, paid vacations, paid holidays, pension, profit sharing, other retirement benefits, or other benefits or amounts. Independent Distributor currently possesses, and at all times during the Term will continue to possess and will additionally cause all of the Independent Distributor- Related Parties to possess, all applicable licenses and certifications, if any, necessary or appropriate in connection with Independent Distributor performing the Services.
4. Independent Distributor ­Related Parties. If Independent Distributor utilizes any Independent Distributor-Related Parties to assist Independent Distributor in furnishing the Services, all of such Independent Distributor-Related Parties must possess all applicable licenses and certifications, if any, and Independent Distributor shall be solely responsible for paying or otherwise compensating such Independent Distributor-Related Parties. Independent Distributor shall also be solely responsible for: (i) paying any and all taxes, workers’ compensation, unemployment compensation, medical insurance, dental insurance, other health insurance, life insurance, paid vacations, paid holidays, pension, profit sharing, and other benefits in any way relating to Independent Distributor and all Independent Agent-Related Parties, and (ii) causing all Independent Distributor-Related Parties to execute and deliver documents which are substantially identical to this Agreement.
5. Risks; Indemnification. Independent Distributor shall perform the Services at Independent Distributor’s own risk. In addition to all other indemnification obligations of Independent Distributor set forth herein, Independent Distributor shall indemnify, defend, and hold harmless the Company from any claim, demand, loss, liability, damage, or expense (including attorneys’ fees and collection costs) associated or arising in any way from the Services performed by Independent Distributor or any Independent Distributor-Related Parties.
6. Covenants. INDEPENDENT DISTRIBUTOR EXPRESSLY AGREES TO THE COVENANTS FOR NON-COMPETITION, CONFIDENTIAL MATTERS, NON- DISCLOSURE AND NON-INTERFERENCE AS PROVIDED IN THE POLICIES AND PROCEDURES.
7. Default; Remedies. In addition to all of the other rights and remedies described herein, in the event of the occurrence of a breach, default, or Event of Default (collectively, a “breach”) by a Party of any of such Party’s representations, warranties, duties, obligations, or covenants hereunder, the non-breaching Party shall be entitled to exercise all remedies available to such non-breaching Party, whether by agreement, at law, or in equity. All rights and remedies exercised by any Party hereunder shall be deemed to be cumulative and not exclusive.
8. Assignment. The Company may assign any or all of its rights and duties under this Agreement at any time and from time to time without the consent of Independent Distributor. Because the Services rendered hereunder are personal, Independent Distributor may not assign any of Independent Distributor’s rights or duties under this Assignment without the prior written consent of the Company, which consent may be withheld for any reason or no reason.
9. General Provisions.
   1. This Agreement constitutes the entire agreement of the Parties hereto with respect to the matters discussed herein and cannot be altered by prior oral representations or prior negotiations, all of which are deemed to have been merged into this Agreement. This Agreement may not be changed or modified except by a writing signed by all of the affected Parties hereto.
   2. The terms and conditions of this Agreement shall be binding upon the respective heirs, legal representatives, trustees, successors, and assigns of the Parties hereto.
   3. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Utah. The Parties expressly agree and consent that the courts of Salt Lake County, Utah shall have exclusive jurisdiction over all actions arising from, out of, or with respect to this Agreement.
   4. If any provision of this Agreement is held to be invalid or unenforceable, this Agreement shall be considered divisible as to such provision and such provision shall thereupon be inoperative and shall not be part of the consideration moving between the Parties. The remaining provisions of this Agreement shall, however, continue to be valid and binding and of like effect as though such provisions were not included herein.
   5. In the event of a breach by a Party hereto (the “breaching Party”) of such breaching Party’s warranties, representations, obligations, or responsibilities herein, such breaching Party shall pay to each other Party (collectively, the “non-breaching Party”) enforcement and collection costs, including reasonable attorneys’ fees and legal expenses, regardless of whether the breach is ultimately cured, and regardless of whether formal legal proceedings are commenced. A non-breaching Party may pay a third- party to assist in enforcing its rights hereunder, and the breaching Party shall pay the costs and expenses of such enforcement. Costs and expenses shall include, but not be limited to: (i) a non-breaching Party’s reasonable attorneys’ fees and legal expenses, whether or not such expenses are incurred by a salaried employee of the non-breaching Party, (ii) reasonable legal fees and expenses for bankruptcy proceedings including, but not limited to, efforts to modify or vacate any automatic stay or injunction, (iii) appeals to higher courts arising out of legal proceedings to enforce the breaching Party’s obligations hereunder, and (iv) any anticipated post-judgment collection services.
   6. Notices shall be sent by certified mail, return receipt requested, to the last known address of the Party to whom notice is being sent. Notice shall be deemed to have been given upon mailing, or, if given by any other means, upon receipt. A copy of any notice sent to the Company shall also be sent to:
      
      Worth Unlimited
      Legal Department
      120 E. 13065 South
      Draper, UT 84020
   7. The Parties agree to perform all further actions and to execute all further agreements, certificates, and other documents reasonably necessary or desirable to carry out the purposes of this Agreement and the transactions contemplated hereunder.
   8. No waiver by a Party of a breach, default, or Event of Default by the other Party shall operate as a waiver of any other breach, default, or Event of Default, or of the same breach, default, or Event of Default in the future.
   9. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.