Privacy Statement
Independent Beauty Advisor Agreement
As a new Beauty Advisor, I understand and agree with Dudley Products Cosmetics, a division of Dudley Products (referred to as “Dudley Products Cosmetics”), that our relationship will be governed by the terms of this Agreement as follows:
1. Definition of this Agreement. In addition to this document, my agreement with Dudley Products Cosmetics includes the Beauty Advisor’s Guide (the “Guide”), a copy of which I have read, as may be altered or amended from time to time. To the extent not reflected in those documents, my agreement with Dudley Products Cosmetics also requires me to employ integrity, honesty and responsibility in my behavior and actions with Dudley Products Cosmetics, my customers and my fellow Beauty Advisors, including and without limitation, presenting and promoting Dudley Products Cosmetics products and Career Opportunity in a truthful manner. All of the duties and obligations reflected in this document and the Guide constitute my agreement with Dudley Products Cosmetics (referred to as “this Agreement”).
2. Independent Contractor Status. I am entering this Agreement as an Independent contractor and not an employee of Dudley Products. I will have and maintain control of the manner and means of my performance under this Agreement and will not be treated as an employee with respect to any services for federal or state tax purposes. I will be responsible for payment of all applicable income, self-employment and other taxes. I will not be eligible for and will not participate in any pension, health or fringe benefit plan sponsored by Dudley Products and will not be covered by its workers’ compensation or unemployment insurance or retained coverage. I am not entering into a partnership or joint venture with Dudley Products, nor will I have power or authority to incur any debt, obligation or liability on its behalf.
3. Products Purchased from Dudley Products Cosmetics. I agree that while this Agreement is in effect, I will purchase Dudley Products Cosmetics products having a retail amount of $300 or more (exclusive of tax, Sales Aids, or samples) in a single order or cumulatively within every consecutive three-month period. I will collect and, if I am required to do so, remit sales taxes in accordance with the Guide. In the event I thereafter fail to purchase the amount of Dudley Products Cosmetics required by the Guide, this Agreement will terminate automatically without further notice, unless I participate in the reactivation option set forth in the Guide.
4. Services to be performed by Beauty Advisor. I will promote and sell Dudley Products Cosmetics products by personally conducting informational presentations through Home Classes/Shows, hands-on Workshops and community events using the Dudley Products Cosmetics system of direct sales. I will sell Dudley Products Cosmetics products only to ultimate consumers and will not sell or display Dudley Products Cosmetics Products or conduct presentations in unapproved retail establishments or via electronic means, including television, and the Internet other than those Beauty Advisor web pages authorized through Dudley Products Cosmetics. I will provide to each consumer the written notice of cancellation printed on the back of the Dudley Products Cosmetics order form and promptly honor any notice of cancellation. I will inform my customers that Dudley Products Cosmetics offers a guarantee with respect to all products, and will assist my customers in making claim under the guarantee with respect to any Dudley Products Cosmetics products I sell.
5. Recruiting Beauty Advisors Responsibilities. When I sponsor an applicant to be a Beauty Advisor and the application is accepted by Dudley Products Cosmetics, I will accept the duties and obligations of training, support and recognition.
6. Use of Dudley Products Cosmetics Intellectual Property. I acknowledge that, upon the acceptance of this Agreement, Dudley Products has granted me a limited, non-exclusive license to use its trademarks, service marks, tradenames, patents and copyrighted materials (“Dudley Products Cosmetics Intellectual Property”), all of which is owned solely by Dudley Products, and that my use of Dudley Products Intellectual Property is strictly limited by the terms of the Guide. Examples of Dudley Products Intellectual Property include, but are not limited to, Dudley Products®, the Script Dudley Products logo, Dudley Products Cosmetics and the script Dudley Products Cosmetics logo. I may use Dudley Products Intellectual Property only a) after obtaining written permission from Dudley Products prior to use, or b) where the Dudley Products Intellectual Property appears on materials distributed by Dudley Products for use by Beauty Advisors. I agree to use only written, recorded or other promotional or advertising materials that have been produced, distributed and approved in writing by Dudley Products. All rights and licenses granted in or under this Agreement shall terminate automatically upon the termination of this Agreement. I understand that demonstration, display or sales of Dudley Products Cosmetics in unapproved retail or service establishments of any kind is inconsistent with the Dudley Products trademark policy.
7. Ownership and Use of Confidential Information. I acknowledge that Dudley Products owns all product and customer information and data that I may create or compile, including but not limited to product purchase information, customer profile data, distributor lists, operating and manufacturing procedures, product development information, financial data and marketing materials (collectively, “Confidential Information”), and that all Confidential Information is confidential and that its disclosure could cause great harm to Dudley Products . I will not use or disclose Confidential Information to any person except in strict accordance with this Agreement. I will not use Confidential Information to sell products or services other than Dudley Products and services or in connection with any other business during the term of and after termination of this Agreement.
8. Sale of Other Products; Sales to Beauty Advisors. I will not market, sell, offer for sale to anyone, or promote any products, or ancillary products related to Dudley Products business other than those manufactured, distributed or approved in writing by Dudley Products, including Dudley Products. Except as provided in the Guide, I will not sell ancillary products, business enhancers or services to another Beauty Advisor unless Dudley Products shall have preciously granted written approval.
9. Non-Solicitation. As an inducement to Dudley Products to enter into this Agreement and in consideration of the mutual covenants contained herein, during the term of this Agreement and for a period of one year thereafter I shall not directly or indirectly, on my own behalf or on the behalf of any other person or entity, solicit, induce or hire or attempt to solicit, induce or hire any Beauty Advisor to terminate or alter her or his business relationship with Dudley Products or Dudley Product Cosmetics.
10. Photo Release. I hereby give Dudley Products and its agents or assigns a non-exclusive license to use, for any purpose, photographs submitted by me to Dudley Products and Dudley Products Cosmetics. Any photographs taken of me at a Dudley Products event may be used by Dudley Products for any purpose. I hereby waive my right to inspect or approve the finished photographs or advertising copy or printed matter that may be used in conjunction therewith or to the eventual use that the photographs might be applied.
11. Termination of the Agreement.
a. Termination Without Cause. This Agreement is effective from the date of Acceptance by Dudley Products and will be automatically renewed annually unless terminated by either party upon 30 days prior written notice to the other party.
b. Automatic Termination. This Agreement will terminate automatically as provided in paragraph 3.
c. Termination With Cause. Dudley Products may immediately terminate this Agreement without notice in the event of my death, insolvency, assignment for the benefit of creditors, or misrepresentation in or breach of any provision of this Agreement, as herein defined.
12. Events upon Termination of this Agreement. Upon termination of this Agreement,
a. I will (i) within five days of termination pay all amounts due and owing Dudley Products: (ii) cease representing myself as a Beauty Advisor of Dudley Products Cosmetics; (iii) be ineligible to receive any unaccrued compensation or benefits as a Beauty Advisor.
b. I will cease all use of Dudley Products Intellectual Property and Confidential Information and will cease holding Classes, Workshops and presentations or otherwise displaying, offering for sale or selling Dudley products. If I offer for sale or sell Dudley products in violation of the foregoing sentence, Dudley Products will be entitled to recover from me $5,000 as liquidated damages without having to prove actual harm.
c. If requested by Dudley Products, I will return all Confidential Information to Dudley Products. In accordance with the Guide, I may return to Dudley Products Cosmetics unsold Dudley products purchased under this Agreement within one year of date of purchase, provided that the products are in resalable condition and are returned with shipping charges prepaid and insured for their full value during shipment, and Dudley Products will reimburse me the purchase price, less a 10 percent restocking charge.
13. Transferability. Neither this Agreement nor my Dudley Products business may be transferred or assigned by me or operated in partnership with any other person. Dudley Products may assign this Agreement at any time.
14. Entire Agreement: Amendment. This Agreement supercedes all prior communications, understandings and agreements between the parties and contains the entire agreement between the parties relating to its subject matter. Dudley Products may amend this Agreement without prior notice, at any time, effective upon publication or transmittal of such amendment in official company publications, literature or voice mail as applicable. In the event of any conflict between the terms of this Agreement or any other document and such amendment, the amendment shall control.
15. Indemnification/Offset. I will indemnify and hold harmless Dudley Products and its agents and assigns from and against any damages, claims or liabilities and expenses (including attorney’s fees) incident to my: (a) activities as a Beauty Advisor including, without limitation, any unauthorized representations made by me; (b) breach of the terms of this Agreement; or (c) violation of or failure to comply with any applicable federal, state or local law. Dudley Products shall have the right to offset any amounts owed by me to Dudley Products Cosmetics (including, without limitation, the repayment of commissions as a result of product returns) against the amount of any commissions or bonuses owed to me.
16. Cumulative Remedies/Waiver. All rights, powers and remedies given to Dudley Products are cumulative, not exclusive and in addition to any and all other rights and remedies provided by law. No failure or delay of Dudley Products to exercise any power or right under this Agreement or to insist upon strict compliance by me with any obligation or provision shall constitute a waiver of Dudley Products’ right to demand exact compliance therewith. Waiver by Dudley Products can be effective only in writing by an authorized officer of Dudley Products.
17. Other Terms.
a. I have full legal capacity to enter into this Agreement in the state in which I reside. I agree to comply with all laws, rules and regulations governing the conduct of my business.
b. There are no territorial restrictions on the conduct of my business within the United States.
c. Except as approved in writing by Dudley Products, I am the only person in my household who is or who seeks to be a Beauty Advisor. If I terminate this Agreement after the first three days following its effective date, I will be ineligible to reapply for Beauty Advisor status for six months.
d. If any portion of this Agreement is judicially determined to be invalid, that invalidity will not affect the remaining portion of this Agreement.
e. The headings in this Agreement are inserted for convenience only and are not part of the Agreement.
f. All written notices required by this Agreement to be given to me will be deemed received if delivered to my most current address on file with Dudley Products.
18. Governing Law/Venue/Arbitration. This Agreement is entered into and is to be performed in material part in the State of North Carolina and accordingly is subject to and will be construed under the substantive laws of the State of North Carolina. Rules governing conflict of laws for all states do not apply.