Avisae And Blue Ocean Business Group Master Relationship Agreement

AVISAE AND BLUE OCEAN BUSINESS GROUP

MASTER RELATIONSHIP AGREEMENT

THIS AGREEMENT is made this 13th day of November, 2013 by and between Avisae,

LLC (“Avisae”) and The Blue Ocean Business Group (“BOBG”). Avisae and BOBG are

sometimes referred to collectively as the Parties.

RECITALS

A. Avisae is a Delaware limited liability company with its principal place of

business in Murray, Utah. Avisae is in the business of creating, manufacturing

and distributing through a network of Independent Business Owners (IBO)

certain consumer products, including but not limited to nutritional products, skin

care, and personal care products.

B. BOBG is a Utah non-profit trade association with its principal place of

business in Murray, Utah. BOBG is an independent trade group that represents,

protects, and advocates the rights, interests and responsibilities of IBOs vis-a-vis

Avisae. BOBG is not a labor union or governed by the National Labor Relations

Act or similar federal, state, or local law or regulation.

C. Many of Avisaes IBOs have voiced concern over certain changes,

modifications, or terminations of the policies, procedures, terms, and conditions

governing their relationships with past companies in the industry of channel

commerce, network marketing, and the like without due consideration being given

to the IBO or its representative organization for input regarding such changes

before such changes are implemented.

D. Avisae and BOBG share a common commitment to preserve and protect

both the business opportunity created by this unique relationship and the interests

and independent business of the IBO.

E. BOBG intends to help such IBOs and others to obtain and maintain input

in any changes, modifications, or terminations of such policies, procedures, terms,

and conditions that Avisae has or may hereafter make relating to the business

relationship between Avisae and its IBOs.

F. Avisae believes that providing IBOs such notice and input will increase

the loyalty and longevity of its relationships with its IBOs and thereby benefit

both Avisae and BOBG in their individual and shared business interests.

G. Accordingly, Avisae is willing to agree to provide its IBOs, through

BOBG, reasonable notice of any significant and material changes, modifications,

or terminations it intends to make to its present and future business policies,

procedures, terms, conditions, and IBO compensation plan.

H. Avisae will provide BOBG the opportunity for reasonable input regarding

such changes, modifications, or terminations.

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I. Avisae will, in good faith, give consideration to the input of BOBG in

making decisions relating to its business relationship with its current, past and

prospective IBOs.

J. Accordingly, the Parties intend by this Agreement, to provide the rights

and responsibilities of each of them relating to any such notice, input and

consideration.

AGREEMENT

Based on the above recitals, and in consideration of the mutual covenants and

promises set forth in this Agreement, AVISAE and BOBG agree as follows:

1. BOBG AS REPRESENTATIVE IBO TRADE ASSOCIATION.

Avisae agrees to recognize BOBG as its representative IBO trade association and

will not pursue a relationship with any other similar association for the purpose of

replacing BOBG. However, in the event BOBG terminates, dissolves, becomes defunct,

or in the judgment of Avisae is unable to reasonably provide the intended representative

services to the IBO, and after making commercially reasonable efforts to meet and confer

with BOBG, and on their own are unable to reconcile their differences, Avisae and

BOBG agree to engage independent mediation services in an attempt to resolve their

differences. If after exhausting such services Avisae and BOBG remain in conflict,

Avisae and BOBG agree to engage an independent arbitrator from the American

Arbitrator Association to reconcile their differences.

2. AVISAE AS BOBG PRODUCTS AND SERVICES PROVIDER.

BOBG agrees to recognize Avisae as the provider of products and services to all

IBOs, whether or not members of BOBG. BOBG agrees not to cause or recommend to

its association members that they reduce their commitment to or terminate their

independent business agreements with Avisae. This does not preclude, however, BOBG

from communicating any disagreement it may have with Avisae decisions or policies to

its members. However, BOBG agrees to work in close contact and in good faith with

Avisae to support Avisaes best efforts to maximize the relationship among itself, BOBG

and the IBOs.

3. NOTICE TO BOBG OF CHANGE TO AVISAE POLICY.

Unless otherwise required by law, Avisae agrees to present any and all changes to

Avisae Policy (as defined below) in the context of a BOBG Board Meeting, to be held at

a minimum on a quarterly basis and as scheduled by BOBG. Avisae agrees to provide a

copy of any and all such proposed Avisae Policy changes not less than 15 days in

advance of the BOBG board meeting. In the event of time sensitive changes that in

Avisaes judgment require immediate attention, Avisae agrees to present proposed

changes 45 days prior to the proposed time of implementation. The copy may be

transmitted in electronic form with all changes high lighted in the context of the current

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and approved Avisae Policy, and shall be delivered to BOBGs designated representative

as listed in this Agreement. For purposes of this Agreement, Avisae Policy means the

Avisae IBO Application, The Avisae Financial Rewards Plan, The Avisae Business Rules

of Conduct, and any Avisae written initiative relating to proposed products, services,

promotions, reward trips, or recognition strategies.

4. OPPORTUNITY FOR INPUT.

BOBG receives proposed changes to Avisae Policy from Avisae and agrees to

review them in the next BOBG Board Meeting following receipt of the proposed Avisae

Policy change. BOBG will apply its own internal processes for review and decision

making in the context of a BOBG Board Meeting and will subsequently provide a written

response (hardcopy or electronic format) to Avisaes designated representative as listed in

the Agreement within one (1) week after the board meeting. The Parties agree that

BOBGs response may include comments on the purpose of the proposed change, the

impact of implementation of such change, suggested alternatives, changes, revisions,

additions, questions, or other commentary designed to provide Avisae information,

education and IBO input and opinion regarding the proposed change. Avisae will then

have thirty (30) days to provide a response back to the BOBG.

5. NOTICE TO AVISAE OF BOBG RECOMMENDED CHANGE(S)

TO AVISAE POLICY AND AVISAE RESPONSE.

It is understood that on occasion BOBG may wish to propose changes to Avisae

Policy. Where possible, BOBG should make every effort to present such changes to

Avisae in advance of a BOBG board meeting where such changes will be discussed. It is

realistic to assume that other recommended changes to Avisae Policy may be discussed

and voted upon for the first time in the context of any BOBG board meeting. At the

conclusion of a BOBG board meeting, BOBG will formalize their recommendation(s) to

Avisae in a written response and send to the designated Avisae representative at their

convenience. Avisae agrees to provide a written response to such recommendation(s)

within thirty (30) days following receipt of any such recommendation(s).

6. GOOD FAITH CONSIDERATION OF INPUT AND ULTIMATE

DECISION-MAKING AUTHORITY.

Avisae agrees in good faith to give due consideration to BOBGs input, both by

way of written response from BOBG as well as from any meet and confer meetings

conducted pursuant to this Agreement. Notwithstanding anything in this Agreement to

the contrary, and in an effort to ensure compliance with all applicable state and federal

laws, including but not limited to anti-trust laws, Avisae reserves the right and authority

to make and implement any change regardless of the input received by BOBG pursuant to

this Agreement or otherwise, and BOBG understands and acknowledges that nothing in

this Agreement provides BOBG with any right to preclude implementation of any change

proposed by Avisae or to cause Avisae to implement any proposed change. The purpose

of this Agreement is merely to provide BOBG a means of receiving notice of such

proposed changes and the opportunity for input to Avisae regarding those changes.

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7. SELECTION OF BOBG BOARD MEMBERS.

BOBG agrees to solicit input from Avisae regarding those who have been

nominated as candidates to be voted in as future BOBG board members as prescribed by

BOBG election processes. In the event Avisae determines, in its best judgment, that the

Avisae IBO community would be better served by considering alternative or additional

candidates, the BOBG agrees to give consideration to any recommendations for

candidates made by Avisae.

8. BOBG COMMUNICATIONS WITH AVISAE IBOs.

The Parties agree that on occasion BOBG may need to employ the use of Avisaes

proprietary and confidential and valuable business information, including, without limit,

its list of IBOs in order to provide necessary updates or communications to its members.

In such cases, BOBG agrees to review such communications with Avisae, and if Avisae,

in its judgment, determines such communication does not conflict with or compromise

the relationship between the IBO and Avisae, Avisae will not unreasonably refuse to use

its list and communication infrastructure to accommodate and facilitate the sending of

such communication to BOBG members as requested by BOBG, but always in

compliance with the terms of the current Avisae IBO Agreement. In the event, however,

a serious disagreement occurs between the Parties on any matter that cannot be resolved

through exhaustive mediation efforts and BOBG wishes to communicate its position to its

members, Avisae shall not withhold accommodating such a request and Avisae and

BOBG agree that such a communication will be sent to voting members of the BOBG

only.

9. AVISAE PATENTS, TRADEMARKS, COPYRIGHTS AND

ARTWORK.

BOBG agrees that all patents, trademarks, copyrights, artwork, ideas, discoveries,

inventions, contributions and improvements (whether or not patentable or copyrightable)

which in any way relate to any Avisae Policy to which BOBG is given access are the

property of Avisae, and BOBG will treat such property as belonging solely and

exclusively to Avisae.

10. EXPENSES.

The Parties agree that each shall be responsible for its own costs and expenses,

including but not limited to legal fees, incurred in fulfilling its rights and obligations

under this Agreement.

11. CONFIDENTIALITY.

BOBG acknowledges and agrees that in fulfilling its rights and obligations under

this Agreement, it may be exposed to Avisaes confidential, proprietary or trade secret

information (as defined below) (hereafter Confidential Information) and such

information shall not be used in any manner or interpreted inconsistently with the terms

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of the current Avisae IBO Agreement. Accordingly, unless authorized by Avisae in

writing, BOBG agrees not to use, disseminate, or disclose any Avisae Confidential

Information to any third party or use the Confidential Information to circumvent, in any

manner, the business, opportunities or products of Avisae. Confidential Information

means any information or method of operation that (1) gives Avisae an advantage over its

competitors or potential competitors, (2) is not generally known to the public or Avisaes

competitors, and (3) is subject to Avisaes reasonable steps to keep confidential. To the

extent it meets these three criteria, Confidential Information may include the following

specific information or documents (whether in electronic or hardcopy format) containing

such information:

i. Independent Business Owner Information: IBO lists, contract

terms (including specific pricing and discounts), contact information,

compensation information, and any other IBO information that gives

Avisae a competitive advantage.

ii. Pricing and Payment Information: All information regarding

pricing, gross margins, specific commissions, and profits.

iii. Sales Information: Information about upcoming promotions,

proposed products, services, reward trips, or recognition strategies not

yet publicly available.

iv. Service Information: Information regarding sales strategies, business

models, new products or services or potential new products or

services, lines of business, or other business information not yet

publicly announced.

v. Other: Other information that meets the above definition of

Confidential Information whether or not the information is specifically

designated by Avisae to be confidential.

12. BOBG IS AN INDEPENDENT CONTRACTOR.

BOBG acknowledges and agrees that its relationship to Avisae is and always has

been that of an independent contractor, and nothing in this Agreement shall be construed

to change that relationship to anything other than independent contractor.

13. GENERAL PROVISIONS.

13.1 Entire Agreement.

This Agreement contains the entire Agreement between the parties

relating to the subject matter hereof and supersedes any and all prior agreements

or understandings, written or oral, between the parties related to the subject matter

hereof. No modification of this Agreement shall be valid unless made in writing

and signed by all of the parties hereto.

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13.2 Governing Law.

This Agreement (and any dispute or claim relating to it or its subject

matter) shall be governed by and construed in accordance with the laws of the

State of Utah.

13.3 Binding Effect.

This Agreement shall be binding upon and endure to the benefit of the

Parties and their respective heirs, legal representatives, successors and assigns.

13.4 No Waiver.

Failure to insist on compliance with any term, covenant or condition

contained in this Agreement shall not be deemed a waiver of that term, covenant

or condition, nor shall any waiver or relinquishment of any right or power

contained in this Agreement at any one time or more times be deemed a waiver or

relinquishment of any right or power at any other time or times.

13.5 No Right to Assign.

Neither Avisae nor BOBG has the right to assign, sell, or otherwise

transfer any right or obligation provided for in this Agreement without the express

written consent of the other Party.

13.6 Attorney’s Fees.

If any legal action is brought to enforce or interpret the terms of this

Agreement, the prevailing Party shall be entitled to recover its reasonable

attorneys fees and costs incurred in such action, in addition to any other legal or

equitable relief to which that prevailing Party may be entitled.

14. DESIGNATED REPRESENTATIVES.

Any notice, contact, or response provided for in this Agreement shall be made to

the appropriate Avisae or BOBG representative as agreed to by the Parties. Unless

otherwise agreed to by the Parties in writing, such notice, contact or response shall be to

the following representatives:

Avisae: R. Brent Ririe, President

111 E 5600 S, Suite 110

Murray, UT 84107

Email: brent@avisae.com

BOBG: Ron Simmons, Chairman

805 Lady of the Lake Blvd.

Lewisville, TX 75056

Email: Rons942@gmail.com

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15. KNOWING AND VOLUNTARY AGREEMENT.

The Parties specifically represent that they have each carefully read and fully

understand all of the provisions of this Agreement, and that each Party is voluntarily and

knowingly entering into this Agreement. The Parties also specifically represent that prior

to signing this Agreement, each has been provided a reasonable period of time within

which to consider whether to accept this Agreement. The Parties have been advised that

this is an important legal document and that each should consult with an attorney of its

choosing prior to entering into this Agreement. The Parties specifically represent that

each is signing this Agreement as its own free act.

AVISAE

By: __________________________

Its: President

BOBG

By: __________________________

Its: Chairman of the Board

4822-2721-9222, v. 1

Published by http://www.avisaeopportunity.com

 

 

 

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