gigICON ASSOCIATE/AGENT AGREEMENT

This Agreement is made and entered into by and between gigICON (hereinafter “gigICON”) and ____________________________________________, (hereinafter “Associate/Agent”).

SECTION ONE : AUTHORITY OF ASSOCIATE/AGENT.

A. Appointment and Authority. gigICON membership to individuals throughout the United States. Pursuant to the terms of this Agreement, Associate/Agent is hereby appointed and authorized market solicit (and manage the solicitation of) plans offered by gigICON according to all applicable laws, provided Associate/Agent is authorized. This Agreement does not confer any exclusive rights in any territory or region. Associate/Agent may act personally or through Associate/Agent’s employees. Associate/Agent hereby represents, covenants and warrants to gigICON that any Associate/Agent is (and will be throughout the term of this Agreement) in full compliance with any and all applicable requirements. For any business placed with gigICON through Associate/Agent, gigICON recognizes only the Associate/Agent as the agent of record and will hold Associate/Agent fully responsible for all duties and obligations under this Agreement as well as compliance with applicable laws and regulations for such business of Associate/Agent.

B. Independent Contractor. Associate/Agent, is an independent contractor and nothing contained herein shall be construed to create an employer‐employee relationship, partner or joint venture relationship or any other relationship other than the contractual relationship. As such, the Associate/Agent has full and sole control and authority over his/her daily activities and the right to exercise his or her own judgment as to time, place or manner of soliciting the memberships, within the requirements set by gigICON.

SECTION TWO: DUTIES OF ASSOCIATE/AGENT.

Subject to requirements imposed by law, the terms of the Agreement, and other written policies of gigICON, the Associate/Agent shall:

1. Solicit Memberships: (i) use its best efforts to solicit memberships; (ii) pay all expenses incurred by Associate/Agent in the performance of its duties under this Agreement; (iii) use only promotional material approved, inwriting, by gigICON with respect to the gigICON membership or plans; (iv) ensure that applications submitted to gigICON are completed accurately before submission; (v) forward all applications to gigICON promptly; (vi) comply with applicable federal, state and local laws, regulations and ordinances; (vii) receive applications therefor, and transmit promptly to gigICON.

2. Taxes: Associate/Agent shall be solely responsible for reporting and paying any federal or state income taxes resulting from sales commissions paid. Associate/Agent is responsible for providing its social security or tax identification number to gigICON for tax reporting requirements. To assist Associate/Agent in complying with all tax requirements, gigICON will, after the close of each calendar year, provide Associate/Agent a copy of a Form 1099 Income Statement for any commission amounts paid directly to Associate/Agent.

3. Compliance: Associate/Agent shall comply fully with the terms of this Agreement and Associate/Agent shall be responsible to gigICON for any such failure to comply.

4. Expenses: Associate/Agent shall be solely responsible for and shall pay all expenses incurred by it in connection with the solicitation, sale and distribution of memberships offered for sale through the Associate/Agent.

SECTION THREE: DUTIES OF gigICON.

1. Payment of Commissions: gigICON shall be responsible for payment to Associate/Agent of all commissions on memberships sold or issued through Associate/Agent. As full compensation for said services, a sales commission shall be paid on the receipt of earned membership fees paid to gigICON. Commissions shall be payable according to the attached Schedule of Commissions. gigICON reserves the right to amend the Schedule of Commissions from time to time, but any such change shall not affect commissions due or to become due to the Associate/Agent on memberships issued with an effective date prior to the date of such changes.

2. Sales Support: At the request of Associate/Agent, gigICON shall assign a local independent sales associate if gigICON (“Associate”) to work with Associate/Agent at Associate/Agent’s various locations throughout the United States. The Associate may assist in training individuals at the local Associate/Agent offices and assist in soliciting applications from particular accounts. The Associate shall also be available, when requested, to assist Associate/Agent in enrolling members in the gigICON plans being offered by gigICON and Associate/Agent.

SECTION FOUR: TERM OF AGREEMENT.

The initial term of this Agreement shall be for a period of one year and shall automatically renew for successive one year terms unless terminated by either party by giving notice to the other party at least sixty (60) days prior to the end of the term or pursuant to termination for conduct prohibited in Section Five below.

SECTION FIVE: RESTRICTIONS.

Associate/Agent shall not engage in any of the following conduct:

1. Make any contractor incur any obligation in the name of,or on behalf of gigICON without specific authority including that Associate/Agent shall not make, modify or amend any application for membership or membership contract; or extend the time for making any payment which maybe come due for any membership; nor may Associate/Agent waive any of gigICON’s rights, conditions or requirements pursuant to its membership policies or applications;

2. Enter into any contract or incur any expense or obligation the name of gigICON;

3. Advertise gigICON’s services without prior approval (including mass marketing, telemarketing or direct mail programs);

4. Use gigICON’s name, trade name, trademark or logos in connection with its business without prior approval of gigICON;

5. Induce or attempt to induce, directly or indirectly, other Associate/Agents, or employees of gigICON to leave gigICON during the term of this Agreement and for a period of two years after any termination;

6. Induce or attempt to induce, directly or indirectly, any customer, member of gigICON to terminate or cancel a membership with gigICON during the term of this Agreement and for a period of two years after any termination. This restriction applies to all such individuals or customers who purchased and received the product, the marketing or sale of which resulted in compensation, commissions or earnings for Associate/Agent within two years prior to termination;

7. Personally solicit or supervise or direct the solicitation of, applications for any other service company to any individual during the term of this Agreement, so long as gigICON is performing its responsibilities under the membership contracts; and for a period of two years after termination Associate/Agent may not directly or indirectly divulge to any person or entity, the names or other pertinent information of gigICON members;

8. Utilize any gigICON trade secrets or confidential information, including, but not limited to, member names for any business or monetary consideration other than gigICON business.

SECTION SIX: TERMINATION OF AGREEMENT.

gigICON shall have the right to terminate this Agreement:

1. Immediately upon written notice to Associate/Agent, if Associate/Agent wrongfully withholds from gigICON any membership applications or materials or other property belonging to gigICON.

2. Immediately for just cause which includes without limitation (i) actions or statements by Associate/Agent or any of its Producers which are derogatory, defamatory or intentionally harmful to gigICON or gigICON’s business; (ii) if Associate/Agent violates the terms of this Agreement; (iii) misrepresents gigICON’s name and uses the name inappropriately; (iv) makes product/service claims or earnings claims contrary to gigICON’s marketing material or policies; (v) reveals any gigICON trade secrets, including without limitation, names of associates, members memberships.

Associate/Agent shall have the right to terminate this Agreement:

Upon 30 days written notice to gigICON and receipt of said notice by gigICON. Upon termination of this Agreement, Associate/Agent shall no longer be entitled to commissions on membership sales.

The provisions of Sections Five, Seven, Eight and Nine herein shall survive termination of this Agreement.

SECTION SEVEN: INDEMNIFICATION.

Each party agrees to indemnify, defend, save and hold harmless the other party affiliated companies, their directors, officers, agents and employees (the “Indemnified Party”), from any and all claims, demands, losses, damages, actions and causes of action, including, without limitation, all expenses, costs and reasonable fees and expenses of attorneys that the indemnifying party at any time and from time to time may sustain or incur by reasons of indemnifying party’s failure to abide by the provisions of this Agreement or arising or resulting from any negligent acts or omissions of the party.

SECTION EIGHT: ASSIGNMENT.

This Agreement may not be assigned, whether voluntarily or by operation of law, by Associate/Agent without the prior written consent gigICON, whose consent,shall not be unreasonably withheld. Associate/Agent must give at least thirty (30) days prior written notice to gigICON of any termination.

SECTION NINE: CONFIDENTIALITY.

Associate/Agent agrees that, during the course of this agreement and following the termination this agreement, it will not disclose or distribute or threaten to disclose or distribute to any third person, firm, corporation, company, entity, or association, for any purpose, any of gigICON’s confidential or proprietary information, without the express written consent of gigICON. For the purposes of this Agreement “Confidential Information” is defined as any secret or proprietary information relating directly to gigICON and/or and that of gigICON’s other affiliated companies and subsidiaries, including, but not limited to, pricing policies, employment records and policies, operational methods, marketing plans and strategies, business development techniques or plans, business acquisition plans, new personnel acquisition plans, trade know‐how, trade secrets, specific software, algorithms, computer processing systems, object and source codes, user manuals, systems documentation, all data, writings, workpapers, photographs, catalogs, microfilm, tape recordings, documents and other tangible materials, and other business and financial affairs of gigICON (including its affiliated companies and subsidiaries).

Associate/Agent additionally agrees that, upon the termination of its contractual relationship with gigICON, it will immediately deliver to gigICON any gigICON property which is in its possession, including, without limitation, any confidential information as referred to in the above paragraph.

SECTION TEN: INJUNCTION.

The Associate/Agent acknowledges and agrees that a breach or threatened breach of any of the provisions of this Agreement would cause gigICON to suffer irreparable damage that could not be adequately remedied by an action at law. Accordingly, in the event of a breach or threatened breach by Associate/Agent of any provision of this Agreement, gigICON shall, in addition to any other remedies available to it, including monetary damages and attorney’s fees, been titled to a temporary restraining order or a preliminary injunction restraining Associate/Agent from breaching or threatening to breach this Agreement

SECTION ELEVEN: MISCELLANEOUS.

This agreement will be governed by and construed in accordance with the laws of the State of Florida. This Agreement constitutes the entire agreement between the Associate/Agent and gigICON and no amendment may be made without the signature of an authorized officer of gigICON.

All disputes or claims relating to gigICON, this agreement and any other gigICON policies, products and services, the rights and obligations of the Associate/Agent and gigICON or any other claims or causes of action between the Associate/Agent or gigICON or any of its officers, directors, employees or affiliates, whether in tort or contract, shall be settled totally and finally by arbitration in Tampa, Florida in accordance with the Commercial Associate/Agent Agreement of the Arbitration Rules of the American Arbitration Association, including the optional rules for emergency measures of protection. If Associate/Agent files a claim or counter‐claim against gigICON or any of its officers, directors, employees or affiliates in any such arbitration, Associate/Agent shall do so only on an individual basis and not with any other entity or individual or as a part of a class action.

In the event that a provision of this agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the balance of this agreement will remain in full force and effect. The failure of gigICON to insist upon strict compliance with any of the provisions of this Agreement shall not be deemed to be a continuous waiver in the event of any future breach or waiver of this Agreement.

Associate/Agent has no authority other than that expressly granted herein, and no forbearance or neglect on the part of gigICON shall be construed as a waiver of any of the terms of this Agreement nor imply the existence of any authority not herein expressly granted.

From time to time, gigICON may offer special incentives. These incentives are designed to promote and motivate associates through recognition. By participating in any gigICON incentive program and to receive benefits from the program, cash or otherwise, the Associate/Agent agrees to have his/her full name, title, level or standing published and recognized in gigICON marketing materials, whether oral, written or electronic. Associate/Agent should notify gigICON to be removed from incentive and recognition programs.

IN WITNESS WHEREOF, the parties hereto have hereunto affixed their signatures, all as of this______day of_________________________,20______.

__________________________________________

Associate/Agent

By: _______________________________________        Title: _________________________

__________________________________________

gigICON

By: _______________________________________        Title: _________________________

As of June 1, 2021.

gigICON provides a basic business facebook page to Associate/Agent.  Associate/Agent with gigICON facebook page is an opportunity to increase brand awareness and generate sales on social media.

gigICON Associate/Agent receives no advance commissions.  Commissions are paid as earned to Associate/Agent on gigICONICON membership plans based on the schedule below.

An active Associate/Agent is eligible to receive a monthly 10% commission on sold and paid gigICON membership.

gigICON ASSOCIATE/AGENT COMMISSION SCHEDULE

gigICON Associates/Agent can make money in these ways:

• Personal Sales - Associates/Agents earn a percentage on every membership they sell.  For example, if you sold the $20.00/month membership plan, you would have received a 10% commission rate of $2.00 per month as gigICON collects payment.
• Payout - Once the earned commission reaches a minimum of $20. gigICON will send the payout to Associate/Agent.
• Renewals - When a membership is automatically renewed, associates/agents earn money each month that membership continues to be active.
• Incentives -  Associates can also earn special incentives when they sell a certain number of memberships in a given period as announced by the company.