Commission Fee Agreement

This Commission Fee Agreement (hereinafter the “Agreement”) is made on (the Effective Date”), by and between Well-Choices and the Applicant (hereinafter referred to as “Referrer”).

WHEREAS, Well-Choices desires to sell health coaching services;

WHEREAS, Referrer has contacts within the Health and Fitness Industry and desires to act as an intermediary finder of buyers for Well-Choices services;
NOW, THEREFORE, in consideration of the premise and the mutual promises and covenants contained herein, the parties agree as follows:

I.LEGAL COMPLIANCE
Referrer certifies that no certification or licensure is required by the Health and Fitness industry.

II. TERM AND TERMINATION
The term of the Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated by either party upon at least 10 days’ prior written notice.

III. EXCLUSIVITY
For the term of this Agreement, Referrer shall have the non-exclusive right to introduce prospective buyers to Well-Choices who are not already known to Well-Choices.

IV. FEES AND PAYMENT
This Agreement contemplates an introduction only.

The Referrer’s fee shall be calculated as 8% of the net value of the services sold by Well-Choices as a direct result of an introduction. Net value shall exclude value-added tax, postage, and packaging, insurance, refunds, and payments not honored by a financial institution. Subsequent sale of goods or services to an introduced customer shall be subject to a referrer fee where such subsequent purchase is the direct result of a repeat referral.

Upon determination of referrer fees due, Well-Choices shall issue payment 15 days following the end of the previous month. Acceptable forms of payment include: Check and Direct Deposit.

V. FINAL AGREEMENT
This Agreement represents the entire agreement with respect to the subject matter hereof and terminates and supersedes all prior understandings or agreements with respect to such matters. This Agreement may be amended only in writing signed by both parties.

VI. LEGAL CONSTRUCTION
In the event any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability shall not affect any other provisions. This Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in it.

VII. GOVERNING LAW
This Agreement shall be governed by the laws of New York, without giving effect to principles of conflicts of law.