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Consultant Agreement

As a new Consultant, I understand and agree with Marbela LLC, (referred to as "Marbela"), that our relationship will be governed by the terms of this agreement as follows:

In addition to this document, my agreement with Marbela includes the Policy and Procedure Manual (the "Manual"), a copy of which will be sent to me and which may be altered or amended from time to time. To the extent not reflected in those documents, my agreement with Marbela also requires me to employ integrity, honesty and responsibility in my behavior and actions with Marbela, my customers and my fellow Consultants, including and without limitation, presenting and promoting Marbela products in a truthful manner. All of the duties and obligations reflected in this document and the Manual constitute my agreement with Marbela (referred to as "this Agreement").

I am entering this Agreement as an independent contractor and not an employee of Marbela. 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 Marbela 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 Marbela, nor will I have power or authority to incur any debt, obligation or liability on its behalf.

I agree to place my first order for Marbela products of at least $250 of retail products (exclusive of sales tax or Business Enhancers) in the same month this Agreement was accepted by Marbela or within the following three calendar months. I will collect and, if I am required to do so, remit sales taxes in accordance with the Manual. As a Consultant, I agree to purchase at least $1000 worth of Marbela products each calendar year. Because the start date as a Consultant in the first year will vary for each individual, I understand that in the first calendar year in which I become a Consultant, I will be required to purchase at least $250 of Marble products in each full calendar quarter after my official start date as a Consultant to demonstrate my commitment as a Marbela Consultant. After this first calendar year, I will need to meet the requirement to purchase at least $1000 of Marbela product each calendar year. In the event that I am deemed an inactive Consultant due to lack of purchase of at least $1000 worth of Marbela Products in each calendar year (inactivity details are in the Manual), this Agreement may terminate automatically without further notice at the sole discretion of Marbela. In the event of deactivation due to inactivity (as defined by Marbela), I will need to reactivate my status as set forth in the Manual. Marbela reserves the right to update the purchase requirements in these terms for each quarter in the first calendar year and for each calendar year thereafter and to notify the Consultant via email of such updates. I agree to accept that notification of updated purchase requirements to the email address on record (which I provided to Marbela) at any time in the future is the equivalent of confirming my consent and agreement to such updated terms if I do not request cancellation of my status as a Marbela Consultant subsequent to such notification within 3 months time of the email notification being sent by Marbela and recorded by Marbela as such.

I will promote and sell Marbela Products by personally conducting informational presentations through Jewelry Parties, Open Houses, and community events using the Marbela system of direct sales. I will sell Marbela Products only to ultimate consumers and will not sell or display Marbela Products or conduct presentations in retail establishments. I will provide to each consumer the written notice of cancellation printed on the back of the Marbela order form and promptly honor any notice of cancellation. I will inform my customers that Marbela offers a guarantee with respect to all Marbela Products, and will assist my customers in making claim under the guarantee with respect to any Marbela Products I sell.

I acknowledge that, upon its acceptance of this Agreement, Marbela has granted me a limited, non-exclusive license to use its trademarks, service marks, tradenames, patents and copyrighted materials ("Marbela Intellectual Property"), all of which is owned solely by Marbela, and that my use of Marbela Intellectual Property is strictly limited by the terms of the Manual. Examples of Marbela Intellectual Property include, but are not limited to, Marbela®, the Marbela Script and Marbela logo, I may use Marbela Intellectual Property only (a) after obtaining written permission from Marbela prior to use, or (b) where the Marbela Intellectual Property appears on materials distributed by Marbela for use by Consultants. I agree to use only written, recorded or other promotional or advertising materials that have been produced, distributed and approved in writing by Marbela. 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 Marbela Products in retail or service establishments of any kind is inconsistent with the Marbela trademark policy.

I acknowledge that Marbela 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 Marbela. 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 Marbela Products and services or in connection with any other business during the term of and after termination of this Agreement.

I will not market, sell, offer for sale to anyone, or promote any jewelry or ancillary products related to the Marbela business other than those manufactured, distributed or approved in writing by Marbela, including Marbela Products. Except as provided in the Manual, I will not sell ancillary products, business enhancers or services to another Consultant unless Marbela shall have previously granted written approval.

As an inducement to Marbela 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 Consultant to terminate or alter his or her business relationship with Marbela. Additionally, for a period of one year after the termination of this Agreement, I will not own or operate a pearl, jewelry, or a jewelry-related store or Internet business in a geographic location within 20 miles of my Marbela customers.

I hereby give Marbela and its agents or assigns a non-exclusive license to use, for any purpose, photographs submitted by me to Marbela. Any photographs taken of me at a Marbela event may be used by Marbela 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.

a. Termination Without Cause. This Agreement is effective from the date of acceptance by Marbela 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. Marbela 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.

Upon termination of this Agreement,

a. I will (i) within five days of termination pay all amounts due and owing to Marbela; (ii) cease representing myself as a Consultant of Marbela; and (iii) be ineligible to receive any unaccrued compensation or benefits as a Consultant.

b. I will cease all use of Marbela Intellectual Property and Confidential Information and will cease holding Jewelry Parties, Open Houses and presentations or otherwise displaying, offering for sale or selling Marbela Products. If I offer for sale or sell Marbela Products in violation of the foregoing sentence, Marbela will be entitled to recover from me $5,000 as liquidated damages without having to prove actual harm.

c. If requested by Marbela, I will return all Confidential Information to Marbela. In accordance with the Manual, I may return to Marbela unsold Marbela Products purchased under this Agreement within one year of date of purchase, provided that the products are in original resalable condition and are returned with shipping charges prepaid and insured for their full value during shipment, and Marbela will reimburse me the purchase price, less a 15 percent restocking charge.

Neither this Agreement nor my Marbela business may be transferred or assigned by me or operated in partnership with any other person. Marbela may assign this Agreement at any time.

This Agreement supersedes all prior communications, understandings and agreements between the parties and contains the entire agreement between the parties relating to its subject matter. Marbela 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.

I will indemnify and hold harmless Marbela and its agents and assigns from and against any damages, claims or liabilities and expenses (including attorneys' fees) incident to my: (a) activities as a Consultant 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 or regulation. Marbela shall have the right to offset any amounts owed by me to Marbela (including, without limitation, the repayment of commissions as a result of product returns) against the amount of any commissions or bonuses owed to me.

All rights, powers and remedies given to Marbela are cumulative, not exclusive and in addition to any and all other rights and remedies provided by law. No failure or delay of Marbela 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 Marbela's right to demand exact compliance therewith. Waiver by Marbela can be effective only in writing by an authorized officer of Marbela.

Upon any breach of this Agreement by me, Marbela may be immediately and irreparably harmed and cannot be made whole solely by monetary damages. Because the remedy at law for any breach of any provision of this Agreement shall be inadequate, in addition to any other remedies in law or in equity that it may have, Marbela shall be entitled, without the necessity of proving actual damages, to temporary and permanent injunctive relief to prevent the breach of any provision of this Agreement and/or to compel specific performance of this Agreement. In addition, Marbela shall be entitled to its costs and expenses, including reasonable attorneys' fees, in enforcing its rights under this Agreement.

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 Marbela, I am the only person in my household who is or who seeks to be a Consultant. If I terminate this Agreement after the first three days following its effective date, I will be ineligible to reapply for Consultant 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 Marbela.

This Agreement is entered into and is to be performed in material part in the State of Utah and accordingly is subject to and will be construed under the substantive laws of the State of Utah. Rules governing conflict of laws for all states do not apply. Except as set forth in the Manual, any claims or actions arising out of this Agreement will be submitted to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and all arbitration hearings will be held in American Fork, Utah. The party that prevails at arbitration will be entitled to reimbursement by the other party of its costs and expenses incurred in the arbitration, including without limitation the prevailing party's reasonable attorneys' fees.