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.”
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 Avisae’s 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.
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
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
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 Avisae’s 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
Avisae’s 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
and approved Avisae Policy, and shall be delivered to BOBG’s 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 Avisae’s designated representative as listed in
the Agreement within one (1) week after the board meeting. The Parties agree that
BOBG’s 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
Avisae agrees in good faith to give due consideration to BOBG’s 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.
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 Avisae’s
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
9. AVISAE PATENTS, TRADEMARKS, COPYRIGHTS AND
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.
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.
BOBG acknowledges and agrees that in fulfilling its rights and obligations under
this Agreement, it may be exposed to Avisae’s 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
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 Avisae’s
competitors, and (3) is subject to Avisae’s 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
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
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.
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
attorney’s 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
BOBG: Ron Simmons, Chairman
805 Lady of the Lake Blvd.
Lewisville, TX 75056
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.
Its: Chairman of the Board
4822-2721-9222, v. 1
Published by http://www.avisaeopportunity.com