Terms and Conditions

THIS CHIC MD CONSULTANCY AGREEMENT (“Agreement”) is made as of __________ [DATE] between CHIC MD, LLC, a South Carolina limited liability corporation (the “Company”) and _________________(the “Consultant”). The Company and Consultant are each referred to herein as a “Party” and collectively as the “Parties”.

WHEREAS, the Company has established The Chic MD (the “Program”), a proprietary sales program in which consultants pay an annual membership fee to gain access to medical grade skincare products (the “Products”) from the Company and the Company’s third-party vendors, which Products consultants sell through the Company’s website;

WHEREAS, Program members receive commissions based on sales of the Products through the Program;

WHEREAS, Consultant wishes to become a Program member and the Company wishes to retain Consultant as a member in the Program;

THEREFORE, in consideration of the mutual covenants contained herein, the payment of the Membership Fee to the Company, and Commission paid to Consultant, the Parties agree as follows:

1. Program Membership Fee. As a continuing obligation under this Agreement, Consultant shall pay the Company an annual fee of $249 for access to the Program (“Membership Fee”). This annual fee is eligible for adjustment based on a 30-day notice at the end of an annual term.

2. Services. Consultant agrees to perform the following services under this Agreement (collectively “Services”): to promote the Products via social media and other promotional media, and to sell the Products exclusively through the website. Subject to the below, Consultant is free to perform the Services in a manner Consultant sees fit and shall exercise independent judgment with regard to the manner in which Services and related functions are performed. The Company maintains the right to audit Consultant’s activities to ensure compliance with the below.

2.1 Sales through Website. Consultant shall only sell Products through the website and shall not sell the Products in retail establishments or otherwise privately. Any payments made by customers through the website will be collected by the Company, and the Company shall ship the Products directly to the customer.

2.2 Acknowledgement. When marketing the Products, Consultant must include an acknowledgment that the Products are sold and distributed by Chic MD in all communications, including but not limited to emails, social media posts, videos, and other promotional materials (“Acknowledgement”). Note that certain Products cannot be marketed publicly on social media, based on vendor restrictions and limitations. Consultant should refer to the Social Media guidelines on their membership page to ensure compliance with these restrictions and limitations.

2.3 Non-Use of Trade Names or Trademarks. Except as required to perform the Services (including, but not limited to, in making the Acknowledgement), Consultant shall not use the Company’s trade names, trademarks, service marks, or copyrighted materials without the Company’s prior written approval.

2.4 Product Representations. Consultant is authorized to make only those product claims and representations that are specifically set out for each Product in printed or audio-visual materials supplied to Consultant by the Product vendors or the Company.

2.5 No Communication with Vendors. Consultant shall direct to the Company all Product-related questions, inquiries, and concerns that arise from or are related to the Services. Consultant shall not reach out to local vendor representatives in Consultant’s respective state with respect to any Product-related questions, inquiries, and concerns that arise from or are related to the Services.

2.6 Training and Professional Development. The Company encourages Consultant to actively engage in training courses and modules provided by the Company and reflect on them regularly to enhance Consultant’s skills and knowledge of the Products. However, Consultant is not required to engage or participate in any such activities.

2.7 Product Use. Consultant shall not use any Products in the backbar for services or facial use outside of those that Chic MD has given explicit permission for us in the education content. This includes Products Consultant purchases for individual use. “Backbar” includes the use of any product during business hours that are not for retail sale.

3. Commission. In exchange for performing the Services, the Company will pay Consultant 15% of gross sales of the Products (“Commission”), which Commission shall be paid on the 15th day of the month following the month in which Consultant sells the Product(s) in question. This commission is subject to change based on a 30-day notice and email communication.

4.

From time to time, the Company may establish additional potential commission opportunities within the Program. The specific criteria for each additional potential commission opportunity will be communicated to Consultant by the Company.

Consultant acknowledges and agrees that, as an independent contractor, Consultant is solely responsible for the payment of any taxes and/or assessments imposed because of the payment of Commission to, or the performance of Services by, Consultant under this Agreement. This includes, without limitation, any unemployment insurance taxes, federal, state, and foreign income taxes, and federal Social Security (FICA) payments. The Company will not make any withholdings or payments of taxes or assessments with respect to Commission paid to Consultant hereunder. Consultant expressly agrees to treat any Commission earned under this Agreement as self-employment income for federal and state tax purposes, and to make all payments of federal and state income taxes, unemployment insurance taxes, and disability insurance taxes as and when the same may become due and payable with respect to such self-employment income earned under this Agreement. The Company shall issue Consultant an IRS Form 1099-NEC for all Commission paid pursuant to this Agreement. Consultant will, to the fullest extent allowed by applicable law, indemnify and hold harmless the Company and its officers, agents, employees, and assigns for any and all liability, loss, damages, expenses, penalties, and/or judgments arising out of any failure of Consultant to make any payment of taxes Consultant is required to make under this Agreement and/or applicable law.

5. Consultant’s Representations and Warranties. Consultant represents and warrants that:

5.1 Licensure, Insurance, and Certifications. As of the date Consultant executes this Agreement, Consultant has the requisite licensure and certifications to sell the Product and will maintain such licensure and certification at all times under this Agreement. Consultant acknowledges and agrees that, as an independent contractor, Consultant is solely responsible for obtaining and maintaining all applicable and necessary (as determined by the Company) insurance, business licenses, and professional licenses and certificates. The Company will not reimburse Consultant for the cost of any such insurance, licenses, or certificates.

Consultant will at all times maintain commercial general liability insurance with minimum coverage of $1 million per occurrence for all of the following: product liability, professional liability, and general liability. Consultant will provide proof in the form of a certificate of insurance to Chic MD upon request. Consultant will provide Chic MD with a 30-day advance written notice of the cancellation of, or a material change to, any insurance required by this Section.

5.2 False Advertising. Consultant shall not create false or deceptive advertising regarding the Products.

5.3 Conflicting Obligations. Consultant has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Consultant from complying with the provisions of this Agreement, and further certifies that Consultant will not enter into any such conflicting Agreement during the term of this Agreement.

6. Independent Contractor Status. It is the express intention of the Parties that the relationship established by this Agreement between the Company and Consultant is that of principal and self-employed independent contractor. The Parties agree that (a) nothing in this Agreement shall be considered to create an employer-employee relationship between Consultant and the Company; and (b) Consultant shall not be deemed to be an employee of the Company for any purpose whatsoever, including, but not limited to, eligibility for (i) inclusion in any Company retirement or pension plans, deferred compensation plans, or any incentive or bonus plans for the employees of the Company, (ii) sick pay, (iii) paid non-working holidays, (iv) paid vacations or leave days, (v) participation in any plan or program offering life, accident, and/or health insurance for the employees of the Company, (vi) Worker's Compensation, or (vii) participation in any medical reimbursement plan or other fringe benefit plan for the employees of the Company. The Commission paid to the Consultant under Paragraph 3 of this Agreement constitutes the full remuneration to Consultant under this Agreement. The amount of such compensation was negotiated by the Parties on the premise that none of the above-described benefits are available to Consultant and that any such benefits desired by Consultant must be separately obtained and funded solely by Consultant.

This Agreement shall not be deemed to create, and it is the express intention of the Parties hereto that it does not create, a joint venture or partnership between or among the Company and Consultant. Consultant is not authorized to transact business, incur obligations, receive payments, or assign or create any obligation of any kind, express or implied, on behalf of the Company, or to bind in any way whatsoever, or to make any promise, warranty or representation on behalf of the Company with respect to any matter, except as expressly authorized in this Agreement or in another writing signed by a Manager of the Company as its authorized representative. Consultant shall furnish all tools and materials necessary to provide the Services and Work Product and will incur and be solely responsible for paying all expenses associated with performance, except as expressly otherwise agreed in writing by the Company. Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to this Agreement. Consultant is required to pay and shall be solely liable for all applicable taxes, including, without limitation, federal income tax and state income tax on any fees paid to Consultant hereunder, and the Company shall have no responsibility therefor.

The Company acknowledges and agrees that Consultant retains the right to offer and provide services to the general public; provided, however, Consultant will not contract with and/or perform services for another individual or entity if doing so would potentially create a conflict of interest that limits Consultant’s ability to perform the Services under this Agreement or otherwise impacts Consultant’s provision of Services to the Company.

7. Confidentiality.

7.1 Confidential Information. During the term of this Agreement, the Company will provide Consultant with access to certain Confidential Information of the Company related to the Program and Products. The protection of Confidential Information is vital to the interests and the success of the Company. In this Agreement, the term “Confidential Information” means competitively sensitive information of importance to the Company that: (a) is not available to the public and is kept in confidence by the Company, (b) becomes known to Consultant through their relationship with the Company, and (c) is not a trade secret under any applicable law, as trade secrets are and shall remain separately protected and enforceable pursuant to applicable statutory and common law. Confidential Information excludes information that: (x) is already known to the disclosed-to party prior to such disclosure, and is not obtained or derived directly or indirectly from Consultant; (y) is or becomes known or generally available in the public domain other than through Consultant’s act or default; or (z) is obtained from a third party lawfully in possession of the information (unless such information is subject to any non-disclosure or non-use obligations owed to the disclosing party). Assuming the above criteria are met, Confidential Information includes any documents or information (in any format) containing, addressing, or related to research, product plans, Products, services, names of actual and potential customers, suppliers and strategic partners, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, pricing, finances or other business information disclosed by the Company to Consultant.

7.2 Non-Use and Non-Disclosure. Consultant shall not, during or subsequent to the term of this Agreement, use the Company’s Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of the Company or disclose the Company’s Confidential Information to any third party. Consultant understands that if Consultant primarily lives and works in any state requiring a temporal limit on non-disclosure clauses, Confidential Information shall be protected for no less than two (2) years following the termination of this Agreement. Consultant also understands that trade secrets are protected by statute and are not subject to any time limits. It is understood that said Confidential Information will remain the sole property of the Company. Consultant further shall take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information. The Parties agree that this provision shall not be deemed a waiver or limitation of the Company’s ability to use common law or statutory means, including any applicable Trade Secrets Act, to protect information that is a trade secret.

Nothing in this Agreement is intended to prohibit good faith reporting of possible violations of applicable law or regulation to any government agency or entity, or in making disclosures where such disclosures are protected under applicable law or regulation. Consultant shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a Federal, State, or local government official, either directly or Indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

7.3 Return of Confidential Information. Upon the termination of this Agreement, or upon the Company’s earlier request, Consultant shall deliver to the Company all of the Company’s property or Confidential Information that Consultant may have in Consultant’s possession or control and delete same from all electronic storage systems. Upon the Company’s request, Consultant shall certify that Consultant has destroyed all electronically stored Confidential Information.

8. Work Product Ownership.

8.1 Assignment. Consultant acknowledges that all copyrightable, trademarkable, or patentable material, ideas, developments, concepts, prototypes, inventions, techniques, processes, methods, know how, models, drawings, specifications, flow charts, data, technology, web pages, websites, notes, records, works of authorship, information, materials, drawings, designs, improvements, upgrades, discoveries, software, source codes, trade secrets and the like and all related documentation (collectively, “Work Product”) made, created, developed, invented, discovered, conceived or first reduced to practice by Consultant, solely or in collaboration with others, during (or prior to) the period of this Agreement which relate in any manner to the Services or other business of the Company that Consultant may be directed to undertake, investigate or experiment with, or which Consultant may become associated with in work, investigation or experimentation in, relating to, or which could be used in, the line of business of the Company in performing the Services hereunder, are the sole property of the Company. Consultant further shall assign (or cause to be assigned) and does hereby assign fully to the Company all rights, title and interest in to any and all Work Product including, all copyright, moral, patent, trademark, trade secret, confidential, industrial and mask work rights or other intellectual property rights in every jurisdiction in the world arising from, forming part of, imbedded within or relating to the Work Product (“Intellectual Property Rights”), as and when created. Consultant hereby waives and releases, to the extent permitted by law, all moral and personal rights which Consultant has in the Work Product. Consultant shall ensure, and hereby represents and warrants, that he has secured and will continue to secure all such rights, including moral rights assignments, waivers and releases, from any third party it uses to provide the Services and develop the Work Product.

8.2 Further Assurances. Consultant shall assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Work Product and the Intellectual Property Rights in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments that the Company deems necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title and interest in and to such Work Product and Intellectual Property Rights. Consultant further agrees that Consultant’s obligation to execute or cause to be executed, when it is in Consultant’s power to do so, any such instrument or papers will continue after the termination of this Agreement.

9. Termination. This Agreement may terminate without cause at the option of either party, with both parties endeavoring to provide at least thirty days’ advance written notice of such termination. Upon termination of this Agreement, the Company shall pay the Contractor all Commissions earned through the date of termination on or before the last business day of the month following termination. No refund of the annual fee will be provided upon termination by either party.

10. Non-assignment. The Parties acknowledge that the unique nature of Consultant’s performance of the Services are substantial consideration for the Parties’ entering into this Agreement. Neither this Agreement nor any rights under this Agreement may be assigned, delegated, or otherwise transferred by Consultant, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the Company, which consent will not be unreasonably withheld. Consultant may not assign, delegate, or subcontract any portion of the Services to any third person, including subcontractors, without the prior express written consent of the Company. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Any assignment in violation of the foregoing will be null and void and will constitute a material breach of this Agreement.

11. Waiver. Any waiver of the provisions of this Agreement or of a Party’s rights or remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a Party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed as a waiver of such Party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such Party’s right to take subsequent action. No exercise or enforcement by either party of any right or remedy under this Agreement will preclude the enforcement by such Party of any other right or remedy under this Agreement or that such Party is entitled by law to enforce.

12. Severability. If any particular term, paragraph, subparagraph, or portion of this Agreement is determined by an appropriate court or arbitrator to be invalid or unenforceable as written, it shall be modified, as necessary and as permitted under the law, to be made valid or enforceable, and such modification shall not affect the remaining provisions of this Agreement. If any particular term, paragraph, subparagraph, or portion of this Agreement cannot be modified to be made valid or enforceable, then it shall be severed from this Agreement, and all remaining terms, paragraphs, subparagraphs, and portions shall remain enforceable.

13. Consultant Indemnity. To the maximum extent permitted by applicable law, Consultant shall indemnify and hold harmless the Company and its managers, officers, and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorney’s fees and other legal expenses, arising directly or indirectly from: (a) any negligent, reckless or intentionally wrongful act of either Consultant or Consultant’s agents; and/or (b) any breach by either Consultant or Consultant’s agents of any of the provisions contained in Sections 6 (Confidentiality) and 7 (Work Product Ownership) of this Agreement.

14. Governing Law. This Agreement is to be construed and enforced in accordance with the laws of the State of South Carolina, without regard to conflict of law principles. Except as provided below, the state and federal courts located in Greenville County, South Carolina shall have sole and exclusive jurisdiction over any dispute arising out of or relating to this Agreement or Services, and each party hereby irrevocably submits to the jurisdiction of such courts and waives any objection (whether on grounds of venue, residence, domicile, inconvenience of forum or otherwise), to such a proceeding brought before such a court.

15. Mutual Arbitration Agreement. Any claim, dispute, and/or controversy that Consultant may have against the Company (or its owners, directors, officers, managers, employees, agents, and parties affiliated with its employee benefit and health plans), or that the Company may have against Consultant, arising out of or relating to this Agreement and/or the Services (whether in contract, tort, law, equity, or otherwise) shall be resolved by binding arbitration, instead of a trial before a court or jury, pursuant to the authority of the Federal Arbitration Act (FAA). By entering into this Agreement, Consultant and the Company are expressly waiving any and all rights to a trial before a court regarding any disputes and claims that Consultant or the Company now have or may in the future have that are subject to arbitration under this Agreement. The Arbitrator’s award shall be final and binding. Arbitration shall be conducted by a single Arbitrator who is associated with the American Arbitration Association (AAA), and shall be conducted pursuant to the AAA rules then in effect. The Arbitrator shall have the authority to award any relief authorized by law in connection with the asserted claims or disputes, but no other damages, remedies or relief. Judgment on the award rendered by the Arbitrator may be entered in any court having jurisdiction thereof. Except as noted below, the Arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the formation, enforceability, applicability, or interpretation of this Agreement, including without limitation any claim that it is void or voidable. The Arbitrator is prohibited from consolidating the claims of others into one proceeding, to the maximum extent permitted by law. This means the Arbitrator shall hear only individual claims and is prohibited from fashioning a proceeding as a class, collective, representative, or group action, or awarding relief to a group of claimants in one proceeding, to the maximum extent permitted by law. Any question or dispute concerning the scope or validity of this paragraph shall be decided by a court of competent jurisdiction and not the Arbitrator. Should a court determine that this prohibition on class, collective, representative, or group actions is invalid for any reason, the parties hereby waive any right to arbitration of the class, collective, representative, or group action at issue. Additionally, the Parties agree that if a party brings an action that includes both claims subject to arbitration under this Agreement and claims that by law are not subject to arbitration, all claims that by law are not subject to arbitration shall be stayed until the claims subject to arbitration are fully arbitrated. The Parties further agree that in such a situation, the Arbitrator's decision on the claims subject to arbitration, including any determinations as to disputed factual or legal issues, shall be entitled to full force and effect in any separate lawsuit on claims that by law are not subject to arbitration.

16. Equitable Relief. Each party acknowledges that Consultant’s breach or threatened breach of Sections 6 (Confidentiality) or 7 (Work Product Ownership) may result in the Company suffering irreparable harm which cannot be calculated or adequately compensated by recovery of damages alone. Accordingly, the Company will be entitled to seek injunctive relief, specific performance and other equitable remedies, in addition to any other relief to which it may become entitled upon such breach or threatened breach.

17. Counterparts. The Agreement and any amendment, may be executed and delivered in counterparts electronically, each of which so executed and delivered counterpart is an original, and such counterparts, together, will constitute but one and the same instrument.

18. Entire Agreement. This Agreement constitutes the entire agreement among the Parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements and understandings, oral and written, between the Parties with respect to such subject matter. The Company may notify any future or prospective employer or third party of the existence of this Agreement.