STANDARD AFFILIATE AGREEMENT

This Standard Affiliate Agreement (the “Agreement”) is entered into as of the date of affiliate registration and sets forth the terms of a standard affiliate relationship between Red Tuatara Marketing, a Cook Islands (“RED TUATARA MARKETING LIMITED, LLC”), with its principal place of business located at Southpac Chambers, Rarotonga, Cook Islands and you. The (“AFFILIATE”). Red Tuatara Marketing Ltd and AFFILIATE are collectively referred to as the Parties.

WHEREAS, Red Tuatara Marketing Ltd is engaged in advertising, publishing, promoting, and providing, taxes, entity formation, corporate credit, and estate planning to clients throughout North America and globally (collectively referred to herein as Red Tuatara Marketing Ltd Products”);

WHEREAS, AFFILIATE is in the business of marketing products, program and/or services during the term of this Agreement (collectively referred to herein as the “Company Products”); and

WHEREAS, the Parties desire to create an agreement concerning the rendering of telemarketing services by Red Tuatara Marketing Ltd for AFFILIATE in North America, and any other area expressly set forth in this agreement (the “Territory”) under the terms and conditions contained herein.

THEREFORE, the Parties now in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereto agree as follows:

1.        The Campaign.

1.1.          Telemarketing/Solicitations. AFFILIATE grants Red Tuatara Marketing Ltd the right to market applicable leads by telephone and/or video communications (“Telemarketing Services”) in the Territory, to promote the Red Tuatara Marketing Ltd Products (“the Campaign”), until this Agreement is terminated. 

1.2.          Leads. AFFILIATE hereby grants to Red Tuatara Marketing Ltd   the right to sell and provide Red Tuatara Marketing Ltd Products to customers having purchased through AFFILIATE’s marketing methods (“Leads”) regarding the proper use, operation, or implementation of AFFILIATE Products and/or other appropriate education (“Consulting Services”).

1.3.          Use of Trademarks.  AFFILIATE hereby grants Red Tuatara Marketing Ltd a non-exclusive license to use trademarks and other trade identification associated with the Lead generation (“Company Trademarks”) as specifically set-forth in the attached exhibits, in rendering the Telemarketing, and Consulting Services provided for herein.

1.4.          Content.  AFFILIATE hereby grants Red Tuatara Marketing Ltd a non-exclusive license to use approved information, content, methods, tools and processes involved or used within the Lead generation (“Content”) in rendering it’s Telemarketing Services.

1.5.          List Integrity. The Parties agree that maintaining the integrity of marketing and sales lists is of utmost importance.  The Parties will update the marketing and sales lists weekly.  The Parties will co-own the Client data acquired from the Campaign. Consequently, either Party may use the data after the initial one hundred twenty (120) day period with the written approval of the other. 

2.              Red Tuatara Marketing Limited, LLC’s Responsibilities.

2.1.          Promotion of Red Tuatara Marketing Ltd Products.  Red Tuatara Marketing Ltd shall promote, sell and otherwise telemarket Red Tuatara Marketing Ltd Products in the Territory using its own name, trademarks and its own marketing plan as approved by AFFILIATE. Red Tuatara Marketing Ltd may only use AFFILIATE Trademarks and Content as approved by AFFILIATE in connection with its Telemarketing Services for the Campaign.

2.2.          Employee Conduct. Red Tuatara Marketing Ltd shall be solely responsible for the acts and conduct of its employees in connection with the rendering of its Telemarketing Services for the Campaign.

2.3.          Sales Process.  Red Tuatara Marketing Ltd shall follow up on customer Leads provided by AFFILIATE and shall be responsible for all of its own costs of providing the Telemarketing Services for the Campaign.

2.4.          Customer Complaints.  Red Tuatara Marketing Ltd shall, at its sole cost and expense, use its best efforts to resolve Customer questions and complaints.  Red Tuatara Marketing Ltd shall defend or prosecute lawsuits and other claims made by Customers, related to Red Tuatara Marketing Ltd products, marketing methods, and presentations and hold AFFILIATE harmless thereon. 

2.5.          Compliance.  Red Tuatara Marketing Ltd agrees to comply with all applicable state and federal laws and regulations in the sale of its Red Tuatara Marketing Ltd Products and shall demonstrate compliance with such laws and regulations upon reasonable request from AFFILIATE.

2.6.          Reporting & Sales Tracking.  Red Tuatara Marketing Ltd   agrees to maintain and retain reporting of its marketing efforts with AFFILIATE.  Red Tuatara Marketing Ltd  will provide AFFILIATE with a sales report detailing all payments made under this Agreement based on a percentage of Adjusted Gross Revenues.  Adjusted Gross Revenues is Gross Revenues minus chargebacks, refunds, and/or cancellations. 

2.7.          Termination of Services.  Red Tuatara Marketing Ltd  agrees to cease and desist all Telemarketing Services and Consultation Services for the Campaign within thirty (30) days from the date of termination of this Agreement as set forth herein. 

3.              Responsibilities of AFFILIATE.

3.1.          Promotional Materials.  AFFILIATE shall provide to Red Tuatara Marketing Limited, LLC, without charge, such promotional, sales and technical information, literature and brochures, catalog sheets, price lists, order forms and other information and sales aides needed and/or requested by Red Tuatara Marketing Ltd to provide its Telemarketing Services.

3.2.          Company Products.  AFFILIATE shall at its expense, provide to Red Tuatara Marketing Ltd working samples of all Company Products, as requested by Red Tuatara Marketing Limited, LLC, for use by Red Tuatara Marketing Ltd   in its Telemarketing Services and shall provide Red Tuatara Marketing Limited, LLC, at AFFILIATE’s cost, with whatever training or other assistance Red Tuatara Marketing Ltd may reasonably require to properly render its Telemarketing Services.  AFFILIATE shall promptly furnish Red Tuatara Marketing Ltd with all information concerning new, related, modified or changed Company Products and marketing methods. 

3.3.          Customer Leads.  AFFILIATE represents to Red Tuatara Marketing Ltd that it has obtained appropriate permissions to contact the Leads.  AFFILIATE shall, at its expense, use commercially reasonable efforts to provide Red Tuatara Marketing Ltd with qualified customer Leads on a weekly basis. AFFILIATE shall use commercially reasonable efforts to provide name, mailing address, and phone number to Red Tuatara Marketing Ltd on all the Leads.

3.4.          Customer Complaints.  AFFILIATE shall, at its sole cost and expense, use its best efforts to resolve Customer questions and complaints.  AFFILIATE shall defend or prosecute lawsuits and other claims made by Customers, related to AFFILIATE products, marketing methods, and presentations and hold Red Tuatara Marketing Ltd harmless thereon. 

3.5.          Compliance.  AFFILIATE agrees to comply with all applicable state and federal laws and regulations in the sale of its Products and shall demonstrate compliance with such laws and regulations upon reasonable request from Red Tuatara Marketing Limited, LLC.

3.6.          Company Representations. AFFILIATE agrees all claims and representations made in its lead generation materials are true and accurate and that AFFILIATE has substantiation to support all said claims and representations.  AFFILIATE agrees to release Red Tuatara Marketing Ltd from any liability arising out of its own misrepresentations.  Furthermore, AFFILIATE agrees its solicitations to the Leads shall not violate any local, state, and/or federal rules, laws, and/or regulations.  AFFILIATE agrees to indemnify and hold Red Tuatara Marketing Ltd harmless for any regulatory or civil liability based on its representations to the Leads.  

3.7.          Customer Service Contact.  AFFILIATE will either act as or assign someone to be the primary contact to support the Campaign.

3.8.          Social Media.  AFFILIATE will work with Red Tuatara Marketing Ltd to create and maintain a social media aspect of the Campaign.  AFFILIATE will allow Red Tuatara Marketing Ltd to use his daily/weekly social media posts as part of his Campaign to promote the book and the products and services. 

3.9.          Campaign Support.  AFFILIATE further agrees to provide ongoing content and support for the Campaign as reasonably requested by Red Tuatara Marketing Limited, LLC.  This additional content and support includes, but is not limited to: blog posts, videos, webinar appearances, social media posts, and articles.  AFFILIATE’s obligation will not exceed ten (10) hours per week in additional Campaign support. 

3.10.       Negative Posts.  The Parties agree that it is in their best interests to maintain a positive online reputation for their respective businesses.  They further acknowledge that they are engaged in online reputation management and will continue to do so during the term of this Agreement and the Campaign.  The Parties when needed will assist one another with resources and contacts to improve one another’s online reputation. 

3.11.       Substantiation.  AFFILIATE agrees to provide substantiation for all claims, examples, testimonials intended to be used in the Campaign or any other marketing efforts involving him. 

3.12.       Communication.  AFFILIATE agrees to cooperate with Red Tuatara Marketing Ltd regarding materials, documentation, substantiation, and responses to effectively conduct the Campaign.  For this purpose, AFFILIATE will use reasonable efforts to provide information when requested.

4.              Ownership of Intellectual Property

4.1.          Each Party acknowledges that nothing contained in this Agreement transfers to the other Party any right, title or proprietary interest (including without limitation any intellectual property rights) in any trademarks, service marks, trade names, or logos (collectively, “Marks”), trade secrets, know how, inventions, patents (including any applications, extensions, continuations, renewals and re-issues thereof), copyrights, designs and industrial designs) held by such Party prior to the execution of this Agreement (the “Retained IP”).

Each Party hereby grants to the other Party a non-exclusive, limited, United States, non-transferable, non-sub licensable, royalty-free license to use its Marks solely for the purpose of carrying out such other Party's obligations under this Agreement, including without limitation the marketing and promotional activities contemplated by this Agreement.  Except as provided herein, no other licenses of either Party's Marks are granted or implied under this Agreement.

Each Party hereby grants to the other party any non-exclusive, limited, non-transferable, non-sub licensable, royalty-free license, either in their possession or required to obtain, to promote this Campaign globally.

Neither Party shall advertise, market or otherwise disclose to any other Party any information related to the making or terms of this Agreement, nor commercially use the other Party’s name, trademarks or service marks except as expressly authorized by such Party in writing or as provided herein.

AFFILIATE and Red Tuatara Marketing Ltd specifically agree that the form, content and design of any/all advertisements and promotional materials designed by one Party and featuring the other Party’s name or Marks shall be subject to the other Party's written approval.

4.2.          All rights or proprietary interests relating to the created marketing and fulfillment materials are co-owned by the Parties.  These rights include ownership of images of any commercials, marketing materials, online advertisements, and/or website content.  Red Tuatara Marketing Ltd will retain the rights to the following created in connection with the Campaign: entities, DBA’s or fictional business names, domain names, logos and other design assets, promotional materials, webinars, trainings, videos, and/or scripts used to fulfill the services in the commercial.  Red Tuatara Marketing Ltd reserves the right to continue to use assets, even after the Campaign is retired, that represent the Campaign including, but not limited to, book covers, product images, website design, images of the experts or personalities, and testimonials to promote their core marketing business.  All proprietary interests stated in Paragraph 2.1 will remain with the owner of the intellectual property.

4.3.          Except as otherwise provided for in this Agreement, no marketing materials, products, or services created as part of the Campaign may be used by AFFILIATE or a competing marketing agency engaged by AFFILIATE without Red Tuatara Marketing Limited, LLC’s written consent.

4.4.          The Parties agree that AFFILIATE will have the worldwide rights to the Materials.  The Parties agree that all Client leads generated from the Campaign shall remain the exclusive property of the AFFILIATE.  

5.              Indemnification.

5.1.          Each Party hereby agrees to indemnify, save and hold the other harmless, or their subsidiaries, affiliates, related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns, and each of them, from and against any and all claims, actions, demands, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys’ fees and expenses), and liabilities of every kind and character whatsoever, which may arise by reason of: (i) any act or omission by a Party or any of his employees or agents; and/or (ii) the inaccuracy or breach of any of a Party’s covenants, representations and warranties made in this Agreement.  This indemnity shall require the payment of costs and expenses as they occur.  The “Non-Offending” Party shall promptly notify the “Offending” Party upon receipt of any claim or legal action referenced in this Article.  The provisions of this Paragraph shall survive any termination or expiration of this Agreement.  The Non-Offending Party may withhold from the Offending Party any payment otherwise due pursuant to this Agreement and offset the full amount of such claim for indemnification against the amount due to the Non-Offending Party.

6.              Payments.

6.1.          Red Tuatara Marketing Ltd shall pay AFFILIATE each week, as a commission, 50 percent (50%) of the Gross Adjusted Revenue from the sale of Red Tuatara Marketing Ltd Products to Tier 1 Leads received directly from AFFILIATE (“Commission Payments”). As used herein, “Gross Adjusted Revenue” shall mean all income received by Red Tuatara Marketing Ltd from the sale of Red Tuatara Marketing Ltd Products, minus chargebacks, refunds, cancellations, and shipping costs. 

6.2.          Red Tuatara Marketing Ltd will make its best efforts to provide AFFILIATE with sales reports by the second Wednesday immediately following the end of a sales week.  Weekly commission or “Split” payouts will occur on the second Friday immediately following the end of each sales week. The AFFILIATE understands that cancellations and processing issues occur that may alter tentative sales numbers.

7.              Term

7.1.          The term of the Agreement is one (1) year from the date of its execution.  Due to the substantial investment in the Campaign and the upfront talent fee, the Parties agree for the first year the agreement is not terminable, except for cause.  The Parties may mutually cancel this agreement but there cannot be a unilateral termination of the agreement during the first year.  Furthermore, the Agreement will automatically renew for an additional one (1) year term, unless otherwise cancelled by either Party.  Either Party may terminate immediately for cause.  Cause for the purpose of the Agreement is defined as any willful breach of the Agreement.

7.2.          Once written notice of cancellation is received, Red Tuatara Marketing Ltd agrees to end media and marketing within 90 days.  Red Tuatara Marketing Ltd retains the right to continue to sell Back End products and services (i.e., coaching, education, fulfillment events, etc.) to clients indefinitely to offset media, refunds, and other Campaign expenses.

7.3.          Due to the extraordinary expenses incurred by Red Tuatara Marketing Ltd to create, produce and market the Campaign, if the Campaign is deemed viable and the there is an early termination from Red Tuatara Marketing Ltd within one (1) year of the launch of the Campaign, due to a breach from AFFILIATE, the Parties agree to allow Red Tuatara Marketing Ltd to keep any continuity and royalty fees from all clients, in an attempt to recoup some of the moneys spent on the Campaign.

7.4.          Notwithstanding termination of the Agreement, Red Tuatara Marketing Ltd shall pay AFFILIATE all royalty and other payments due to him under this Agreement.

8.              Expenses, Allocations of Proceeds and Joint Obligations.  Each Party will pay for its own employees or contractors assigned to assist the Campaign. 

9.              Non-Circumvention.  The Parties expressly acknowledge and agree that each other’s relationships with its suppliers, customers, and other service providers are valuable assets and are Confidential Information.  Accordingly, the Parties shall not use each other’s Confidential Information to attempt to knowingly directly or indirectly contact or solicit any Person to which the other has introduced under this Agreement, unless the respective Party is able to prove, clearly and convincingly, the existence of a preexisting business relationship between it and such Person through sufficient commercial documentation.  This prohibition covers solicitations or contact by the Parties, whether on the Party’s own behalf, as an independent contractor, as a consultant, or any other status.  The Parties are expressly prohibited from going after each other’s talent, Gurus, employees, and/or contractors during the term of the relationship and for a period two (2) years after its expiration.

10.           Restrictive Covenants

10.1.       Non-Disclosure of Confidential Information. 

10.1.1.   Disclosures.  During the term of this Agreement and thereafter (a) the recipient shall hold the disclosing Party’s Confidential Information in strict confidence; and (b) the recipient shall not: (i) use the disclosing Party’s Confidential Information for any purpose other than to perform its obligations under this Agreement; (ii) disclosing the disclosing Party’s Confidential Information to any third party (other than to the recipient’s employees or independent contractors who need to know the Confidential Information to perform the recipients obligations under this Agreement and who are bound by a written agreement containing a nondisclosure obligation no less than the requirements of the Parties in this Agreement); or (iii) copy, in whole or in part, the disclosing Party’s Confidential Information, except as authorized in writing by the disclosing Party.  During the term of this Agreement and thereafter, the recipient will be responsible for any unauthorized disclosure or use of the disclosing Party’s Confidential Information by any of its employees or independent contractors and shall indemnify the disclosing Party for any Losses arising out of such unauthorized disclosure or use.  This Section does not apply to information (a) otherwise available in the public domain due to no fault of the recipient; (b) which it can prove it possessed prior to the commencement of this Agreement without a breach of this Agreement or duty of confidentiality to the disclosing Party; or (c) which is available to the disclosing Party from an independent source not under any duty of confidentiality with respect to the information subject to disclosure.

10.1.2.   Disclosures Allowed by Law.  Each recipient will be relieved of its obligations under this paragraph 7.1.2 if, and to the extent that, disclosure of the disclosing Party’s Confidential Information is required by applicable law, if the recipient, to the extent permitted by applicable law, provides the disclosing Party with prompt written notice of such request or requirement in order to enable the disclosing Party to (a) seek an appropriate protective order or another remedy; (b) consult with the recipient with respect to the disclosing Party taking steps to resist or narrow the scope of such request or legal process; or (c) waive compliance, in whole or in part, with the terms of this Agreement.  The recipient shall ensure that all Confidential Information and other information so disclosed, is accorded confidential treatment and shall furnish only that portion of the Confidential Information that its counsel advises it, is legally required to be disclosed.

10.1.3.   Return of Copies Upon Termination.  Upon the expiration or earlier termination of this Agreement, or upon the written request of the disclosing Party at any time, the recipient shall deliver to the disclosing Party, all Confidential Information of the disclosing Party in the recipient’s possession and shall not retain any reproductions (in whole or in part) or extracts of any items relating to the disclosing Party’s Confidential Information.  If it is not practical to return or destroy any Confidential Information, the retaining Party shall notify the disclosing Party and assure the continued confidentiality of such data in perpetuity.

10.2.       Non-Solicitation.

10.2.1.   Employee Solicitation.  The Parties acknowledge and agree that the other’s relationships with its employees are valuable assets and the Confidential Information of the other.  Accordingly, during the term of this Agreement and for six (6) months thereafter, neither Party shall solicit, recruit, or hire or assist, aid nor cooperate with another Party in soliciting, recruiting or hiring the other’s employees who were materially involved with the performance of this Agreement.  Nothing in this Section, however, will limit either Party’s right to hire any employee of the other who responds to a general solicitation for employment not targeted specifically to such employee or who initiates the request for employment.

10.2.2.   Vendor & Client Solicitation.  The Parties acknowledge and agree that the other’s relationship with its existing vendors, suppliers, and clients are valuable assets.  Accordingly, during the term of this Agreement and for the one (1) year thereafter, neither Party shall solicit any of the other Party’s vendors, suppliers, and/or existing clients. 

11.           Disputes and Arbitration.

11.1.       The parties desire to resolve disputes arising out of this Agreement without litigation.  Accordingly, except for actions to seek temporary restraining orders or injunctions related to the purposes of this Agreement, or suit to compel compliance with the dispute resolution provision, the parties agree to use the following alternative dispute procedure as their sole remedy with respect to any controversy or claim arising out of or relating to this Agreement or its breach.

11.2.       At the written request of a party, each party will appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any dispute arising under this Agreement.  The parties intend that these negotiations be conducted by non-lawyer, business representatives.  The location, format, frequency, duration, and conclusion of these discussions shall be left to the discretion of the representatives.  Upon agreement between the parties, the representatives may utilize other alternative dispute resolution procedures such as mediation to assist in the negotiations.  Discussions and correspondence among the representatives for the purposes of these negotiations shall be treated as confidential information developed for the purposes of settlement, exempt from discovery and production, which shall not be admissible in the arbitration described below or in any lawsuit without the concurrence of both parties.  Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration of a lawsuit.

11.3.       If the negotiations do not resolve the dispute within sixty (60) days after the initial written request, the disputes shall be submitted to binding arbitration by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association.  A party may demand such arbitration in accordance with procedures set out in those rules.  Discovery shall be controlled by the arbitrator and shall be permitted to the extent set out in this paragraph.  Each party may submit in writing to a party, and that party shall respond, to a maximum of any combination of thirty-five (35) (none of which may have subplots) of the following: interrogatories, demands to produce documents, and requests for admission.  Each party is also entitled to take the oral deposition of one individual of the other party.  Additional discovery may be permitted upon mutual agreement of the parties. 

11.4.       The parties shall contract with the arbitrator to commence the arbitration hearing within sixty (60) days of the demand for arbitration.  The arbitration shall be held in Ci.  The arbitrator shall control the scheduling so as to process the matter expeditiously.  The parties may submit written briefs.  The parties shall require the arbitrator to rule on the dispute by issuing a written opinion within thirty (30) days after the close of the hearings.  The times specified in this paragraph may be extended upon a showing of good cause.  Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

11.5.       Each party shall bear its own cost of these procedures.  A party seeking discovery shall reimburse to the responding party the costs of production of documents (to include search time and reproduction costs).  The parties shall equally split the fees of the mediation and the arbitration.

12.           General

12.1.       Force Majeure.  Neither Party will be responsible, liable for or deemed in breach of this Agreement because of any delay in or failure to perform its obligations under this Agreement (except for payment obligations) to the extent that such delay or failure is due to unanticipated circumstances beyond the reasonable control of the Party claiming the protection of this Section, such as fire, flood, earthquake, or other natural disaster; governmental order; war, riot, or act of terrorism; and labor disputes.

12.2.       Relationship of Parties.  The Parties to this Agreement are independent contractors.

12.3.       No Construction Against Drafter.  Each Party has participated in negotiating and drafting this Agreement.  Therefore, if an ambiguity or question of intent or interpretation arises, this Agreement is to be construed as if the Parties had drafted it jointly, as opposed to being construed against a Party because it was responsible for drafting one or more terms of this Agreement.

12.4.       No Third-Party Beneficiaries.  This Agreement is intended for the sole and exclusive benefit of the Parties and is not intended to confer any benefit upon any other Person whatsoever.  Except for the Parties, no other Person has any right to rely upon this Agreement for any purpose whatsoever.  Unless otherwise agreed upon in writing, Red Tuatara Marketing Ltd and/or its Partners will be providing sales and fulfillment for products and services as part of this Campaign.

12.5.       No Waiver.  Any waiver of a provision of this Agreement or of a Party’s right or remedy under this Agreement must be in writing and signed by both Parties to be effective. 

12.6.       Assignment.  Neither Party may not assign its rights or delegate its duties under this Agreement without the other Party’s prior express written consent.

12.7.       Severability.  If any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be deemed restated to reflect the original intentions of the Parties as nearly as possible in accordance with Applicable Law, and the remaining provisions of this Agreement will be enforced as if this Agreement were entered into without the invalid provision. 

12.8.       Governing Law.  This Agreement is to be construed in accordance with the laws of the Cook Islands, excluding its conflict of law provisions.

12.9.       Jurisdiction and Venue. The laws of the Cook Islands shall govern this Agreement.  Actions in court brought according to the provisions of Paragraph 12 (a) must be brought in the courts governed in the Cook Islands, which courts have jurisdiction over the parties and the subject matter of this Agreement.

12.10.     Entire Agreement.  This Agreement executed by the authorized representatives of the Parties in connection herewith, all of which are incorporated herein by this reference, contains the entire understanding of the Parties with respect to subject matter and supersedes all prior agreements, negotiations, and understandings between the Parties on the subject matter.  This Agreement cannot be amended, or a provision waived except by a written instrument signed by the authorized representatives of the Parties.

12.11.     Counterparts.  This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together constitute one agreement.

12.12.     Notices.  All notices, reports, and other communications provided for under this Agreement must be in writing and sent to:

Red Tuatara Marketing Ltd