Distributor Agreement and Commitment and Encoding Policy                                                      

Version 2 Last Revised _______, 2019

COMMITMENT

  1. That Leads International, Corp. is a legitimate business organization whose goals and objectives align with my own personal goals and objectives;
  2. That Leads International, Corp.’s business and marketing model is an innovative one, borne out of customer trust and confidence, and of which I am a vital and indispensable part of;
  3. That I fully understand my role in the accomplishment of the Leads International, Corp.’s business model;
  4. That I am not an employee nor an investor, but rather an Independent Distributor whose partnership with Leads International, Corp. has been, and continue to be, mutually beneficial;
  5. That as a distributor, I play a big part in the overall growth and development of Leads International, Corp. both as a business entity and a contributor in the community it belongs to;
  6. And that, as a distributor, everything that I do, and every representation that I make in behalf of Leads International, Corp. towards other people reflect back to the organization to which I belong.

 

Now, therefore, on my own volition and without any reservation, with full understanding of the consequences of my action, I attest to the veracity of the following:

  1. That I have read and understood the new Leads International, Corp. Distributorship Agreement to which this Commitment is attached, and that I have no reservations with regard to the contents and the message propounded therein;
  2. That I am fully committed to comply with the requirements and the mandates of the new Leads International, Corp. Distributorship Agreement;
  3. That upon affixing my signature both to this Commitment, and after I have done the same with the Leads International Distributorship Agreement, I am now fully bound to comply with both to the best of my knowledge and resources until full completion of the tasks enumerated therein, including but not limited to being fully responsible for:
  1. Cascading the same message down my lines and those who are dependent on my lines;
  2. Ensuring that each and every one of the members of my line/s also read and understand the new Leads International Distributorship Agreement;
  3. Ensuring that each and every one of the members of my line/s also sign both the actual Distributorship Agreement and Commitment agreement; OR, in the alternative,
  4. Ensuring that my line/s log-in to the Leads International, Corp. website and signing the documents stated above electronically.

I understand that my failure to comply with the above is not a reflection on Leads International, Corp. and its products. I also understand that any and all liability stemming from my own actions and misrepresentations, in contravention of this Commitment, should be borne by myself, without prejudice to any legal action that Leads International, Corp. may pursue to protect its own interests. Lastly, I understand that any and all warranties that I may make in relation to this Commitment shall govern my actions and shall stand true even after association with Leads International, Corp. has been officially terminated for whatever reason and for whatever purpose.

1. Appointment, Acceptance and Scope.

1.1. Appointment. Subject to the terms and conditions of this Agreement, the Company hereby appoints and grants Distributor the right to sell and distribute its products to customers and to render other services as a distributor for the Company as set forth herein. Distributor shall promote, sell, and distribute only the products of the Company.

1.2. Products. The Products manufactured and sold by the Company to Distributor for distribution hereunder are set forth in “Schedule A” of this Agreement.

1.3. Best Efforts. Distributor shall use its best efforts to promote, sell, and distribute the Company’s products. S/he shall likewise observe and comply with the provisions of the Company’s Distributor Policies and Procedures herewith attached as “Schedule B” and made an integral part hereof.

1.4. Relationship of the Parties. The Distributor is an Independent Contractor under the terms and conditions specified herein, and shall not be deemed to be an employee, legal representative, dealer, general agent, joint venturer or partner of the Company for any purpose. Distributor acknowledges that the Company has not granted it any authority to bind the Company in any transaction with customers, governmental agencies or third parties.

1.5. Distributor Expenses. Distributor shall pay all of its expenses, including without limitation all travel, lodging and entertainment expenses incurred in connection with its services hereunder. Company shall not reimburse Distributor for any of those expenses.

1.6. No Obligations. Distributor shall have no right to enter into any contracts or commitments in the name of, or on behalf of, the Company, or to bind the Company in any respect whatsoever. In addition, Distributor shall not obligate or purport to obligate the Company by issuing or making any affirmations, representations, warranties or guarantees with respect to the Products to any third party.

2. Prices and Payment.

2.1. Purchase Orders. Distributor shall order Products from the Company by submitting a written Purchase Order identifying the Products ordered and the requested delivery date(s). All orders for Products are subject to acceptance of the Company and its manufacturer/supplier. The Company shall have no liability to Distributor with respect to purchase orders which are not accepted;

provided, however, that the Company will not unreasonably reject any purchase order for Products.

2.2. Prices. Distributor shall be entitled to purchase its products for distribution at the Company’s approved distributor’s price.

2.3. Customer Prices. Distributor shall be free to establish his/her own pricing. Distributor shall notify the Company of such pricing, as in effect from time to time. Distributor is expected to sell the products based on the Management-approved price which can be at suggested retail price (SRP) or higher, but in no case be below the approved price.

2.4. Payment Terms. Except as otherwise set forth herein with regard to advance payments, all amounts due and payable with respect to Product/s delivered by Company’s manufacturer/supplier in accordance with the preceding subsection shall be paid in full within Ten (10) days after Distributor's receipt of an invoice covering such Product/s. No part of any amount payable to the Company may be reduced due to any counterclaim, set-off, adjustment or other right which Distributor might have against the Company, any other party or otherwise.

2.5. Taxes. The Distributor is considered independent business owners and shall abide by the taxation laws, rules, ordinances, or regulations covering business operations. The Distributor is responsible for paying income taxes due from discounts earned as a Distributor. All income presented in the Marketing (Compensation) Plan in the Distributor Policies and Procedures constitutes gross

income and is exclusive of tax. A total of ten percent (10%) of the gross commission of each Distributor is deducted by the Company as withholding tax and is filed on a regular basis by the Company. The Distributor may request for a copy of the BIR Form 2307 from the Finance Department at the Head Office.

3. Distributor’s Responsibilities.

Distributor agrees that it will diligently perform the services and obligations detailed in this Agreement. The operations of Distributor are under its sole and exclusive control, including without limitation supervision of, and liability for expenses incurred with respect to, employees. The Distributor will use best reasonable efforts to distribute the Products within and outside the Philippines.

3.1. Distributor must fairly and truthfully explain the company’s policies and procedures, business opportunity, compensation plan, and other programs to prospective applicants. S/he should be thorough and honest in presenting the company and its compensation plan. It should also be made clear that earnings are based on product sales and not merely on sponsorships.

3.2. Distributor shall not offer any business option and opportunity unapproved by the Company, such as, but not limited to:

3.2.1. Being investors of Leads International Corporation and/or the other companies under the Malveda Holdings Corporation. The Company is not engaged in an investment scheme wherein distributors/members will earn interest on their money without the need to do anything;

3.2.2. Profit-sharing options. The Company does not sell its corporate stocks.

3.2.3. Other ways to earn not included in the approved Marketing Plan of the Company.

4. Distributor’s Privileges.

4.1. Upon acceptance as a Distributor, the following benefits shall be available to the new member:

4.1.1. The right to purchase at distributor price and engage in direct selling (retail) of the Company’s products.

4.1.2. The right to participate in the Company’s compensation plan and receive earned commissions, rebates, discounts, and other privileges that may be determined by the Company from time to time.

4.1.3. The privilege of sponsoring other individuals to be Distributors, to build a team, and progress, through the Company’s Training and Compensation Plan.

4.1.4.The right to receive the Company’s marketing materials, communications, and other publications which may be used for the selling of the products and growing the Distributor’s team.

4.1.5.The right to participate in all Company’s product launches, marketing events, trade shows/promotions, trainings, and other programs upon payment of appropriate charges, if applicable.

4.2. A Distributor’s acceptance of earnings pursuant to the Compensation Plan and/or acceptance of any other incentives or commissions confirms his/her agreement to the Distributorship Policies and Procedures, Terms and Conditions, Distribution Agreement, and all attachments thereto.

5. Company’s Obligations.

5.1. Marketing and Technical Assistance. The Company shall provide the Distributor with such marketing and technical assistance as the Company may, in its discretion, consider necessary to assist with the promotion of the Products.

6. Trademarks and Trade Names.

The Distributor shall not use the trademark or trade name of the Company in any mode or form without the prior written approval of the Company, and only for the duration of this Agreement. The use of website, social media accounts and other similar means that is confusingly similar with Leads International, Corporation’s website and social media accounts or other online marketing tool is strictly prohibited. Distributors are obliged to abide by the digital guidelines of the Company.

7. Confidential and Proprietary Information.

7.1.As used herein, the term “Proprietary Information” means any information, technical data, or know-how (including, but not limited to, information relating to products, software, services, development, inventions, processes, techniques, customers, pricing, internal procedures, business and marketing plans or strategies, finances, employees and business opportunities) disclosed by one Party (the “Disclosing Party”) to the other (the “Recipient Party”) either directly or indirectly in any form whatsoever, including, but not limited to, in writing, in machine readable or other tangible form, orally or visually.

7.2. Unless otherwise expressly authorized by the Disclosing Party, the Recipient Party agrees that it and any of its personnel receiving Proprietary Information under this Agreement shall treat such Proprietary Information in strict confidence with the same degree of care applied to its own Proprietary Information of like importance, which it does not wish to disclose, publish, or disseminate to third parties.

7.3. In no event will the Recipient Party divulge, in whole or in part, such information to any third party without the prior written consent of the Disclosing Party; provided, further, that any third party must also agree in writing to restrictions comparable to those provided in this Section 7. The Recipient Party may disclose the Proprietary Information to the extent required by a valid order by a court or other governmental body or by applicable law; provided, however, that the Recipient Party will use all reasonable efforts to notify Disclosing Party of the obligation to make such disclosure in advance of the disclosure so that Disclosing Party will have a reasonable opportunity to object to such disclosure.

7.4. Notwithstanding any other provisions of this Agreement, each party acknowledges that Proprietary Information shall not include any information that: (i) is already known to the Recipient Party at the time of disclosure, or becomes publicly known through no wrongful act of the Recipient Party’s part; (ii) is rightfully received by the Recipient Party from a third party without breach of this Agreement; (iii) is independently developed by the Recipient Party without benefit of information received under this Agreement; (iv) is furnished to a third party by the Disclosing Party without a restriction on the third party’s right to disclose it; or (v) is explicitly approved for release by written authorization by the Disclosing Party.

7.5. It is understood that all Proprietary Information disclosed under this Agreement, is, and shall remain, the property of the Disclosing Party. Upon completion of this Agreement, or upon written notice from the Disclosing Party, the Recipient Party agrees to return all Proprietary Information in its possession.

7.6. The Recipient Party acknowledges that the Disclosing Party, because of the unique nature of the Proprietary Information, would suffer irreparable harm in the event that the Recipient Party breaches its obligation under this Agreement and that monetary damages would be inadequate to compensate the Disclosing Party for such a breach. The Parties agree that, in such a circumstance, the Disclosing Party shall be entitled, in addition to such monetary relief as may be applicable, to injunctive relief as may be necessary to restrain any continuing or further breach by the Recipient Party, without showing or proving any actual damages sustained by the Disclosing Party.

7.7. The obligations of the Recipient Party under this Section 7 shall survive termination or non-renewal of this Agreement for a period of three (3) years. For the avoidance of doubt, the customer and sub-distributor lists of Distributor shall be deemed to constitute Proprietary Information under this agreement.

8. Data Privacy.

In compliance with the Data Privacy Act of the Philippines, the Distributor shall consent to the Company’s asking for and processing of personal information for the purposes related to his/her distributorship or the application to become a distributor. These purposes may be for the processing of the application, product purchase, development of business reports, company planning,meeting, trainings, and publications.

9. Covenant Not to Compete.

During the term of this Agreement, and for twelve (12) months thereafter, Distributor shall not manufacture, sell, or market, directly or indirectly, products which are competitive with the Company’s Products.

10. Limitations on Liability.

10.1. Limit of Liability. The Company’s liability arising out of the manufacture, sale, or supplying of the products or their use or disposition, whether based upon warranty, contract, tort or otherwise, shall not exceed the actual purchase price paid by the Distributor for the products.

10.2. No Consequential Damages. In no event shall the Company be liable to the Distributor or any other person or entity for special, incidental, or consequential damages, including but not limited to, loss of profits, loss of data, or loss of use, or damages arising out of the manufacture, sale, or supplying of the products, even if the Company has been advised of the possibility of such damages or losses.

11. Indemnification.

Distributor hereby agrees to indemnify, defend and hold harmless the Company, its affiliates and all officers, directors, employees and agents thereof from all liabilities, claims, damages, losses, costs, expenses, demands, suits and actions (including without limitation attorneys' fees, expenses and settlement costs) (collectively, "Damages") arising out of or related to the conduct of Distributor's operations, including without limitation Damages arising out of or related to damage or injury to property or persons; any negligent or tortious conduct; any breach of any of the representations, warranties, covenants or conditions contained in this Agreement; any violation of applicable laws or regulations; infringement or violation of any patent, copyright, trade secret, or other proprietary interest of any third party, any representations of Distributor not authorized hereunder; and any breach of any express or implied warranties relating to the Products, including implied warranties of their merchantability and fitness for a particular purpose. The Company shall not be liable for any transaction entered by any distributor or prospective distributor/applicant violating the Company’s policies and procedures.

12. Duration and Termination.

12.1. Material Breach. Upon the occurrence of a material breach or default as to any obligation hereunder or under the Leads International Corporation Distributor Policies and Procedures by either party and the failure of the breaching party to promptly pursue (within thirty (30) days after receiving written notice thereof from the non-breaching party) a reasonable remedy designed to cure (in the reasonable judgment of the non-breaching party) such material breach or default, this Agreement may be terminated by the non- breaching party by giving written notice of termination to the breaching party, such termination being immediately effective upon the giving of such notice of termination.

12.2. Effective Date and Duration. This Agreement shall become effective on the date first written above and shall continue in effect for a period of two (2) years.

12.3. Distributor Option to Renew. Distributor shall have the option to renew this Agreement for an additional one (1) year by providing prior written notice to Company within sixty (60) days before the end of the initial period of this Agreement.

12.4. Termination. Either Party may terminate this Agreement prior to its expiration upon the occurrence of either of the following: (i) the other Party becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization or dissolution, makes an assignment for the benefit of creditors or becomes nationalized or has any of its material assets confiscated or expropriated; or (ii) the breaching party fails to perform any of its obligations hereunder as stated in Section 12.1.

12.5. Obligations After Termination. In the event that this Agreement is terminated or expires on its own terms, the Company shall have no further responsibilities to Distributor except that in the event the Agreement terminates for any reason other than a breach hereof by Distributor, Company shall be obligated to process orders accepted by Company prior to the effective date of such termination or expiration or within thirty (30) days thereafter.

12.6. Payment After Termination. Termination of this Agreement shall not affect the obligation of Distributor to pay the Company all amounts owing or to become owing as a result of the products tendered or delivered to Distributor on or before the date of such termination, as well as interest thereon to the extent any such amounts are paid after the date they became or will become due pursuant to this Agreement.

12.7. Survival. Notwithstanding anything to the contrary set forth herein, no termination of this Agreement shall relieve any Party from any obligations hereunder which are outstanding on, or relate to matters or claims occurring or arising prior to, the date of such termination or which survive such termination by their own terms or nature.

12.8. Selling off of Inventory. Distributor shall have the right to sell off its remaining inventory of Products after termination or expiration of this Agreement; provided, however, that Distributor shall comply with all terms and conditions of this Agreement restricting such reselling activities in effect immediately prior to such termination or expiration.

13. Force Majeure.

Neither Party shall be held liable for any failure to perform that is due to any cause or circumstance beyond the reasonable control of such Party, including without limitation a demand for such Products and other products manufactured by Company which exceeds Company’s ability to supply them, earthquakes, fire, accidents, floods, storms, other Acts of God, riots, wars, rebellions, strikes, lockouts or other labor disturbances, national or international emergencies, failure to secure materials or equipment from usual sources of supply, failure of carriers to furnish transportation, government rules, regulations, acts, orders, restrictions or requirements or any other cause or circumstance beyond the reasonable control of such Party. No such inability to deliver or delay in delivery shall invalidate the remainder of this Agreement.

14. General Provisions.

14.1. Amendments. This Agreement may be amended only by a writing signed by each of the Parties, and any such amendment shall be effective only to the extent specifically set forth in such writing.

14.2. Assignment. Neither Party shall assign, pledge or otherwise transfer any of its rights, interest or obligations hereunder,

whether by operation of law or otherwise, without the prior express written consent of the other Party.

14.3. Waiver. None of the conditions or provisions of this Agreement shall be held to have been waived by any act or knowledge on the party of either party, except by an instrument in writing signed by a duly authorized officer or representative of such

party. Further, the waiver by either party of any right hereunder or the failure to enforce at any time any of the provisions of this Agreement, or any rights with respect thereto, shall not be deemed to be a waiver of any other rights hereunder or any breach or failure of performance of the other party.

14.4. Specific Performance. Notwithstanding anything contained herein to the contrary, each party shall have the right to constitute judicial proceedings against the other party or anyone acting by, through or under such other party, in order to enforce the instituting party's rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief. All disputes shall be brought before the competent courts of ___________ only.

14.5. Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the transactions contemplated hereby and supersedes all prior written and oral agreements, and all contemporaneous oral agreements, relating to such transactions.

14.6. Severability. If any provision of this Agreement is declared invalid or unenforceable by a court having competent jurisdiction, it is mutually agreed that this Agreement shall endure except for the part declared invalid or unenforceable by order of such court. The parties shall consult and use their best efforts to agree upon a valid and enforceable provision which shall be a reasonable substitute for such invalid or unenforceable provision in light of the intent of this Agreement.

14.7. Notices. All notices given under this Agreement shall be in writing and shall be addressed to the parties at their respective addresses set forth below:

14.7.1. The Company: _________________________________________________

14.7.2. The Distributor: ________________________________________________

ENCODING POLICY

PURPOSE

Encoding refers to the online registration of the Membership Account. This policy aims to guide Leads International Corporation (LIC) Partners to register in our online portal successfully without violating any Code of Conduct and Ethical Standards.

SCOPE

This policy applies to new and current LIC Partners as well as the IT Support Team, Ethics Department and Customer Service Team of the company.

DEFINITION OF TERMS

Online Account

Online account is acquired once the Partner registers in the online system. One online account also means that the Partner has only one pair of Username and Password  under one name.

Package Account

Package Account is acquired when buying a Prestige Package. One Activation Code is equivalent to one Package Account.

Online Account Credential

        This is the Partner’s Username and Password that will be used to log in to the online system.

POLICY STATEMENT

  1. ON INCORRECT POSITIONING AND SPONSORSHIP:

        Once encoded, the positioning and sponsorship of an account cannot be changed.

  1. ON INCORRECT NAME SPELLING

        The Partner can request for change name if he/she misspelled the following:

  1. First Name
  2. Middle Name
  3. Last Name

If there are incorrect name spelling, the following procedure will apply:

  1. Visit a branch near you and get a Profile Update Form (ITF-4) from the cashier or customer service personnel.
  2. On the form, please provide the membership ID, current name of the account and the correct spelling of your name.
  3. Accomplish any other required fields on the form and submit it to the cashier/counter or customer service personnel.
  4. Also provide a photocopy/scanned copy of your valid ID with 3 specimen signature.
  5. A customer service personnel will talk to you if there are additional process to be accomplished.

        This process usually takes three to five days. Email/Call notifications will be sent to update you on the status of your request.

  1. ON ACCOUNT TRANSFER

There are two types of account transfer:

  1. Transfer of one or more single Package Account

This usually happens when a Partner encoded to his/her online account the package account that is originally for another Partner.
Transfer of one or more single Package Account is not yet available as of the moment.

  1. Transfer of the Online Account

Transferring the Partner’s Online Account means that he/she will transfer his/her account details (username and password) to another Partner together with all of his/her registered package accounts. This will also include a change of name.

Online Account transfer to another LI Partner is possible but it must not violate any statement in the Code of Ethics and Rules of Conduct.

        To process the account transfer:

  1. The current owner should create a request letter stating the reason for transfer. This should be endorsed by the direct sponsor/leader. The letter should be addressed to the Administration Officer. The following should be included in the letter:
  1. Full name of the current owner,
  2. User ID/s (AAA-1234),
  3. Full name of the recipient,
  4. Recipient‘s preferred username
  5. Recipient’s email address and/or contact number
  6. Photocopy of Valid IDs of both parties
  1. The recipient should also sign the request letter for acknowledgement.
  2. The recipient should also fill up the LIC Application Form.
  3. Submit the request letter and LIC Application form to customerservice@leads-international.com or in any of the LIC branches.

        Note on account transfer and change name requests:

Please observe that account transfer and change name are two different requests.

  1. ON ENCODING CORPORATION (Team) ACCOUNTS

Before encoding the corporation account, please make sure to submit to the management the following:

  1. Application Form for Corporation Accounts
  2. Full name, Tin number and Commission percentage of individual partners
  3. Memorandum of Agreement between Member of the Team Account

For the online platform registration, please follow the instructions below:

  1. First Name - Please enter the name of your Corporation Account
  2. Middle Name - Please enter again the name of your Corporation Account
  3. Last Name - Please enter “Corporation”
  4. Tin Number - Please enter the TIN number of your Corporation Account leader