Wine Social Media

TRAVELING VINEYARD®, INDEPENDENT WINE GUIDE AGREEMENT

1. Relationship of the Parties. I Agree that, as an Independent Wine Guide (a ‘Wine Guide’) of Phoenix Vintners, LLC d/b/a Traveling Vineyard (the ‘Company), I am an independent contractor in the performance of all of my services under this Agreement and this Agreement is not to be interpreted as creating an employment, relationship, partnership, agency or joint venture with the Company. As an independent contractor, I will not be eligible to participate in, or receive benefits under, any employee benefit plan of the Company. I am responsible for payment of all taxes arising from my engagement under this Agreement, including any and all applicable federal and state income taxes and Social Security (FICA) and/or self-employment taxes. I WILL NOT BE TREATED AS AN EMPLOYEE OF THE COMPANY FOR FEDERAL OR STATE INCOME TAX PURPOSES. The Company will not pay any unemployment compensation or workers compensation taxes or premiums on my behalf. I understand that I shall control the manner and means by which I operate as a Wine Guide, subject to my compliance with this Agreement and the Company’s Wine Guide Policy & Procedures Manual (the

‘Manual).

2. Term and Termination. This Agreement is effective from the date of acceptance by the Company. The term of this Agreement (the ‘Term’), and each subsequent renewal, is one year. Unless a party notifies the other of its intent to terminate this Agreement, I understand that this Agreement is renewed automatically each year on its anniversary date. This Agreement may be terminated by either party at any time, with or without cause, upon written notice to the other party. Upon termination of this Agreement, I will (a) cease representing myself as a Wine Guide of the Company, (b) cease performing any and all Services hereunder as a Wine Guide; and (c) cease using any and all Marketing Materials, Confidential Information and Marks. In the event of termination of this Agreement, the Company will remit to me any amounts owed through the effective date of termination, provided that such remittance may be subject to offset for amounts I owe the Company hereunder.

3. Services. I will promote the Company’s products and services by (a) organizing, planning, facilitating and hosting events for the educational tasting of wines I, or the host, have purchased exclusively from the Company, (b) enlisting others to serve as Wine Guides of the Company by supporting their applications to become Wine Guides, and by training them if their applications are accepted by the Company, and (c) performing such other services related to the promotion of the Company’s products and services as may be added to the Wine Guide Manual from time to time (the ‘Services’). In the event I reach the status of a Traveling Vineyard Business Leader (defined as a Team Leader and all titles above), I will demonstrate regular leadership, guidance, and service to my personal team by applying my best efforts toward promoting Company products and the Company business opportunity and by supporting the Company’s mission and philosophy as outlined in the Wine Guide Manual. I understand that the goal of the wine tasting events (each, an ‘Event’) is to increase interest in and promote the Company’s wines and products, but not to sell wine or accept payment for wine or wine-related products. I, or the host, will purchase all wine to be served at each Event from the Company at a price determined by the Company, but I will not resell wine I have purchased from the Company. I will not purchase or inventory Company products for re-sale or collect case for any transaction, including Success Kits. I will conduct the Services only for individuals residing in the states authorized in the Manual and not on behalf of any other company or organization. I will only market or promote Traveling Vineyard’s wine, wine accessories and wine related gifts during Company Events and on my social media pages. I further agree that I will not promote or market the products of any other direct selling company whose product is wine or wine accessories while this agreement is in effect.

4. Standard of Care. I agree to use reasonable care in providing the Services. If I host an Event, I agree that use of reasonable care may be evidenced by following the Event Protocol described in Section 5 and other procedures described in the Manual, but I acknowledge that adherence to the Event Protocol and/or the Manual does not necessarily evidence use of reasonable care.

5. Event Protocol. I agree to adhere to the guidelines listed below (the ‘Event Protocol’): I. I will screen each Host for suitability to host an Event and, prior to the date of the Event, provide each Host with a letter regarding the Event and Event guidelines, the form of which is included in the Manual (each a ‘Host Letter’). I agree not to conduct an Event with a Host who indicates he or she cannot or will not comply with the guidelines set forth in the Host Letter or who does not acknowledge the Host Letter by returning a signed copy to me. II. I will ensure that there are ample non-alcoholic beverages and food available for consumption by the attendees at an Event.

III. I will explicitly state at the beginning of my presentation that the purpose of the Event is to educate and not to intoxicate the attendees. IV. I will present no more than five (5) varietals at any Event and instruct the Host to pour no more than five (5) – 2 ounce tastings of each wine for each attendee while I am in attendance.

V. I will exercise reasonable control over the service of wine to attendees, and I will cease to, or cause the host to cease to, serve wine to any attendee who appears to be intoxicated or who, in my judgement, has consumed sufficient quantities of wine that he or she may become intoxicated.

VI. I understand that I am not required to drink any alcohol at Events and agree not to consume any amount that could affect my normal physical or mental capabilities, in any way. I agree to hold the Company harmless against any and all claims, liabilities, losses, damages and expenses (including reasonable legal fees and disbursements of counsel), relating to or arising out of my personal consumption of alcohol at an Event. Intoxication at an Event in any way by a Wine Guide is grounds for immediate termination of this Agreement. VII. I will perform my obligations as a Wine Guide with honesty and integrity. I will not distribute any customer’s confidential contact and financial information to others except the Company and I further understand that all customer contact information is the property of the Company.

VIII. I will only use the approved Traveling Vineyard Application/Agreement forms and Interest to Order Forms provided by the Company for the selection and transactions of its products and services, and I will follow all procedures established by the Company in compliance with federal, state and local laws and regulations for processing of Traveling Vineyard Applications/Agreements and Interest to Order Form Transactions.

IX. I agree to present the Traveling Vineyard Career Plan and Traveling Vineyard products and services as set forth in official Company literature. I will make no claims regarding potential income, earnings, products or services beyond what is stated in official Company literature.

X. Unless I have received express written permission for each item and assurance from the Company, I will not: (a) use, produce, create, publish, distribute, or obtain from any source other than the Company, any literature, recordings

(audio, video, or otherwise), marketing or enrollment aids relating to the Traveling Vineyard services or the Traveling Vineyard Career Plan; (b) use or display any Traveling Vineyard or Traveling Vineyard trademarks, trade names, service marks, logos, designs or symbols; (c) advertise Traveling Vineyard products, services or the Traveling Vineyard business opportunity. I agree to use only approved sources for business cards and supplies unless otherwise approved in writing.

XI. I will use my best efforts to ensure that at least 30 minutes elapse between serving the last wine to be tasted and the time when attendees are expected to leave the Event.

6. Success Kit. I agree to purchase a Success Kit from the Company by credit card. A Success Kit includes a Marketing Materials Package and two (2) Success Kit Wine Tasting Sets. I understand that all orders are subject to acceptance by the Company. If I terminate this agreement within thirty (30) days after acceptance by the Company, I will be entitled to a full refund for all components of the Marketing Material Package are returned to the Company in their original, unused and resalable condition less actual shipping costs incurred by the Company. I understand that the Success Kit Wine Tasting Sets are non-refundable. If I terminate this Agreement between 31 days and one year after acceptance by the Company, I will be entitled to a refund of 90% for all components of the Marketing Materials Package that are returned to the Company in their original, unused and resalable condition less actual shipping costs incurred by the Company. I understand that the Success Kit Wine Tasting Sets are non-refundable. I understand that I must agree to the Terms & Conditions herein to validate this Agreement. I also understand that the receipt of my Success Kit constitutes verification of acceptance by the Company.

7. DSA Code of Ethics. I understand that Traveling Vineyard is a member of the Direct Selling Association and follows their Code of Ethics (https://www.dsa.org/docs/default- source/ethics/codeofethics-fulltext.pdf), including provisions dealing with the return of inventory.

8. Criminal Background Check. I agree that I have not been convicted of a felony. I further acknowledge that TV reserves the right to conduct a criminal background check at any time and that any criminal history may serve as a basis of termination. 9. Consulting Fees. A schedule of consulting or marketing fees I may earn for performing the Services is included in the Manual, and I agree that any fees I may earn are subject to the Company’s receipt of such documentation and evidence of services as the Company may request from time to time. Except as otherwise agreed by the Company and me in writing, the Company will not reimburse me for any expenses that I may incur in performing the Services. The Company reserves the right to change consulting and marketing fees from time to time during the Term, provided that the Company will give me at least ten (10) days prior written notice of ay change to the consulting or marketing fees. Written notice may be given by posting the changes on the Company’s website.

10. Marketing Materials. The Company will provide me with certain marketing materials and I will purchase all other marketing materials from the Company for promoting the Services (‘Marketing Materials’). I agree to comply with the terms of this Agreement and the Manual when using the Marketing Materials and the Marks (defined below) and other materials I may create (such as flyers) to promote the Services. I will not use the Marketing Materials or the Marks for any other purpose. 11. Release. I agree that as a Wine Guide, I am granting the Company permission to photograph, videotape, and/or audiotape me during TV sponsored activities. These photographs/videos/audios will remain the property of the Compant and may be used in advertising or marketing campaigns on the Company’s websites, and for promotional and informational material including, but not limited to, flyers, brochures, newsletters, emails, advertisements, newspaper articles, television or cable interviews/promotions. I understand my name may be used. I hereby waive and release, any rights to compensation for, or ownership of, such images and/or sounds. 12. Marks. Provided that I adhere to the requirements of this paragraph and the Manual, the Company grants to me a non-exclusive, nontransferable, and non-assignable license to use the Company’s domain names, trademarks and logos (the ‘Marks’) all of which I acknowledge are owned by the Company. ‘Traveling Vineyard ®’ is an example of a Mark. Where the Marks appear on the Marketing Materials, I may use them as provided in this Agreement and in the Manual. Otherwise, I may only use the Marks after obtaining the written permission of the Company. Furthermore, any and all promotional materials developed by a Wine Guide including audio, visual or written materials that use the Traveling Vineyard name, trademark or logo shall become the property of the Company.

13. Confidentiality. I understand that from time to time I may receive from the Company certain information that is confidential to the Company, such as (but not limited to) non- public product and pricing information, marketing strategies, financial information, Marketing Materials and customer information (‘Confidential Information). I understand that (i)Confidential Information is commercially and competitively valuable to the Company and that it and its protection are vital to the success of the Company’s business; (ii) the use or disclosure of Confidential Information except in accordance with this Agreement would cause irreparable harm to the Company; and (iii) nothing contained in this Agreement shall prohibit the Company from pursuing any remedies, whether at law or in equity, available to the Company for a breach or threatened breach of this Agreement, including the recovery of damages from, and injunctive relief against, me. During the Term of this Agreement and following the termination thereof, I will not use or disclose, directly or indirectly, any Confidential Information in any manner or for any purpose not in accordance with this Agreement. 14. Indemnification and Limitation of Liability. I will indemnify and hold the Company harmless from and against all claims, liabilities, losses, damages, and expenses

(including reasonable legal fees and disbursements of counsel), relating to or arising out of my (a) provision of the Services, regardless whether or not I have adhered to the Event Protocol in the provision of such Services, (b) breach of this Agreement, or (c) violation or failure to comply with any local, state or federal law, rule, regulation or ordinance. THE COMPANY, ITS MEMBERS, MANAGERS, EMPLOYEES, ASSIGNS AND AGENTS (COLLECTIVELY, THE ‘AFFILIATES’), SHALL IN NO EVENT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES FOR ANY MATTER ARISING OUT OF OR RESULTING FROM THIS AGREEMENT OR THE SERVICES TO BE RENDERD HERE UNDER.

15. Non-Compete. During the Term of this Agreement and for a period of one (1) year thereafter, I will not, for any reason, directly or indirectly, for myself or any third party engage, in any business activity which is directly or indirectly involved in the marketing of wine using any direct selling model including party plan and/or multilevel network marketing.

16. Non-solicitation. During the Term of this Agreement and for a period of one (1) year thereafter, I will not, for any reason, directly or indirectly, through any means including but not limited to all social media, whether individually, in partnership, jointly, or in conjunction with, or as an employee, agent, representative, partner, shareholder, member, independent contractor, or Wine Guide of, any person or entity, for any reason: (a) solicit any employee, consultant, Wine Guide, advisor or agent of the Company to terminate his, her, or its employment, service, or affiliation with the Company; or (b) solicit or encourage any client, customer, or vendor of the Company to terminate its relationship with the Company.

17. Non-Disparagement. During the Term of this Agreement and for a period of one (1) year thereafter, I will not, for any reason, directly or indirectly, though any means including but not limited to all social media, whether individually, in partnership, jointly, or in conjunction with, or as an employee, agent, representative, partner, shareholder, member, independent contractor or Wine Guide of, any person or entity take any action or make any statement which is disparaging of the company, its products and services, its employees or other Independent Wine Guides. 18. Remedies for Breach.

I. I agree and acknowledge that TV reserves all legal rights with respect to any breach of this contract.

II. I agree and acknowledge: (i) that any breach of my obligations under Section 13 and 15 of this Agreement will result in irreparable harm to the Company; (ii) that the Company shall be entitled to a preliminary and permanent injunction in the form provided by the Company and other equitable relief to prevent, correct, or cure any breach of said Sections in any court without having to post bond or other security; (iii) that any such court shall be deemed to have personal jurisdiction over me for purposes of such injunctive or equitable relief and other remedies provided by law; (iv) that the Company may, in addition, be entitled to other remedies provided by law; and (v) that I will indemnify and hold harmless the Company from and reimburse the Company for all costs, expenses (including, without limitation, court costs, litigation expenses, and reasonable attorney’s fees), and damages incurred by the Company as a result of my violation of any provision of Sections 13 or 15 of this Agreement.

III. Without limiting the Company’s remedies in the event of my breach or attempted breach of the provisions of Sections 13 or 15 of this Agreement, the Company shall have the right to cease making consulting fee payments to me if I breach or attempt to breach the provisions of said Sections. 19. Other Terms and Conditions.

I. Compliance with Laws. I agree to abide by all laws, rules, regulations and ordinances in connection with performing the Services under this Agreement. II. Waiver. The Company’s failure to exercise any rights under this Agreement or to insist upon strict compliance by me of any obligation or provision shall not be deemed a waiver of the Company’s right to demand exact compliance with such obligation or provision.

III. Entire Agreement. This Agreement contains the entire and only agreement between the parties with respect to the subject matter hereof, and no oral statements or representations or prior written matter not contained in this Agreement shall have any force or effect.

IV. Modifications. This Agreement shall not be modified in any way except by a writing signed by both parties.

V. Assignment. I will not assign or transfer this Agreement to anyone else without the prior written consent of the Company.

VI. Notice. All notices and other communications authorized or required hereunder shall be in writing and shall be given by mailing the same certified or registered mail, return receipt requested, postage prepaid, or by recognized delivery service against signed receipt (e.g. FedEx) to the Company at 127 High Street, Ipswich, MA 01938, Attention: Wine Guide Services, and to me at my most recent address on file with the Company. Each party may change the address and recipient of such notices by notice given in accordance with the terms of this paragraph.

VII. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to conflict of law principles.

VIII. Survival. The provisions of Sections 5, 11, 13, 14, 15 and 16 shall survive termination of this Agreement.

20. Execution. This Agreement will become effective upon acceptance by the Company.

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