AFFILIATE AND RESELLER AGREEMENT / TERMS OF SERVICE

 

EMP Shield Inc. (“EMP Shield”), an electronics manufacturer, seeks to engage the services of an Affiliate and Reseller. The Affiliate or Reseller is willing to collaborate with EMP Shield as an independent contractor. Therefore, the parties agree as follows:

 

  1. AFFILIATION. EMP Shield engages Affiliate and/or Reseller as an independent contractor who agrees to provide services directed by EMP Shield or its successor entities. Affiliate and Reseller accepts this engagement and agrees to adhere to EMP Shield’s production expectations and guidance.

 

  1. BEST EFFORTS OF AFFILIATE AND RESELLER. Affiliates and Resellers agree to diligently perform all services required by this Agreement to the satisfaction of EMP Shield at locations as required by EMP Shield’s needs.

 

  1. COMMISSION PAYMENTS. EMP Shield will pay Affiliate and Reseller a commission of 15% of the sale price of EMP Shield. Senior Affiliate and Resellers must inform their sub-Affiliate and Resellers of this rate, ensuring all receive 15%. Payments will be made monthly on the 10th, with payments two months in arrears.

 

  1. ACCOUNTING. EMP Shield will maintain detailed records for commission calculation purposes and provide Affiliate and Reseller with an online accounting system detailing payment calculations. The Affiliate and Reseller portal system provides estimates with an accuracy of approximately +/- 8%, accounting for returns, transaction changes, chargebacks, and online purchase-related factors.

 

  1. RIGHT TO INSPECT. Affiliates and Resellers or their agent may inspect EMP Shield’s records to verify commission calculations, subject to reasonable confidentiality restrictions imposed by EMP Shield. Such inspections will occur during EMP Shield’s normal business hours.

 

  1. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Affiliates and Resellers are encouraged to provide EMP Shield with beneficial information, suggestions, and recommendations regarding EMP Shield’s business based on their knowledge and expertise.

 

  1. CONFIDENTIALITY. Affiliates and Resellers acknowledge that EMP Shield possesses proprietary information, including inventions, product designs, trade secrets, copyrights, costs, discounts, business affairs, patents, and internal components within our devices, collectively referred to as “Information.” Affiliate and Reseller agrees not to disclose this Information to any third party without prior written consent from EMP Shield. Affiliates and Resellers will treat this Information as strictly confidential and protect it accordingly. Violation of this agreement constitutes a material breach and may result in legal action.

 

  1. CONFIDENTIALITY AFTER TERMINATION OF AFFILIATION. The confidentiality provisions of this Agreement shall remain in full force and effect for two (2) years after the termination of Affiliate and/or Reseller’s services pursuant to this Affiliate and Reseller Agreement.

 

  1. AFFILIATE AND RESELLER’S INABILITY TO CONTRACT FOR EMP SHIELD. Affiliates and Resellers are not authorized to enter into any contracts or commitments on behalf of EMP Shield without prior written consent from EMP Shield.

 

  1. TERM/TERMINATION. Affiliates and Reseller’s affiliation under this Agreement is indefinite and “at will.” EMP Shield may terminate this Agreement with 30 days written notice, as can Affiliate and Reseller. In the event of Affiliate and Reseller’s violation of this Agreement, EMP Shield may terminate the affiliation without notice, with compensation to Affiliate and/or Reseller only up to the date of termination, while the payment terms in paragraph 3 remain applicable. Such compensation shall be Affiliate and/or Reseller’s exclusive remedy.

 

  1. RETURN OF PROPERTY. Upon termination of this Agreement, Affiliate and/or Reseller must promptly return all property belonging to EMP Shield or related to its business, including but not limited to keys, records, notes, data, memoranda, models, and equipment, which are in Affiliate and Reseller’s possession or control. EMP Shield will inform Affiliates and Resellers if any items will be returned.

 

  1. NOTICES. All notices required or permitted under this Agreement shall be in writing and considered delivered when delivered in person or three (3) days after being sent via United States mail, postage prepaid, addressed to:

 

EMP Shield

3908 S 4th St,

Burlington, KS 66839

 

Either party may change their address by providing written notice.

 

  1. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties, and there are no other promises or conditions in any other agreement, whether oral or written. It supersedes any prior written or oral agreements between the parties.

 

  1. AMENDMENT. This Agreement may be modified or amended only if the changes are made in writing and signed by both parties.

 

  1. SEVERABILITY. If any provision of this Agreement is held invalid or unenforceable for any reason, the remaining provisions shall remain valid and enforceable. If a court finds that any provision is invalid or unenforceable but could be valid or enforceable with limitations, it shall be deemed written, construed, and enforced as so limited.

 

  1. WAIVER OF CONTRACTUAL RIGHT. Either party’s failure to enforce any provision(s) of this Agreement does not waive or limit that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

 

  1. APPLICABLE LAW. The laws of the State of Kansas shall govern this Agreement.

 

  1. ETHICAL MARKETING AND FAIR BUSINESS PRACTICES. EMP Shield strives to maintain the highest ethical standards in marketing our products and expects the same from Affiliates and Resellers. Affiliates and Resellers are responsible for creating their own marketing materials without replicating the work of others. All marketing materials produced by Affiliates and Resellers must receive approval before public distribution. While authorized Affiliates and Resellers can utilize materials created by EMP Shield, modification requires written permission. Additionally, EMP Shield reserves the right to terminate the business relationship with any Affiliate and Reseller found not adhering to fair and reasonable business practices.

 

  1. THIRD-PARTY ONLINE MARKETPLACE SELLING POLICY (AMAZON, EBAY, WALMART, ETC.). Authorized EMP Shield Affiliates and Resellers are prohibited from selling EMP Shield Products through third-party online “Marketplace” sites. However, they can sell EMP Shield Products on their own online website e-commerce platform.

 

  1. Physical Marketplace / Box Store Sales / Co-Ops (Walmart, Home Depot, Lowes, Menards, Etc.).Authorized EMP Shield Affiliates and Resellers are not permitted to sell EMP Shield Products through physical third-party marketplaces, box stores, or Co-Ops without written consent from EMP Shield.

 

  1. Online Paid Marketing.Authorized EMP Shield Affiliates and Resellers are not permitted to use paid online advertising to sell EMP Shield Products. Paid advertising to sell EMP Shield Products via print media and radio is authorized, but all ad creatives/copy/scripts must be approved by EMP Shield via written permission prior to print /distribution/broadcasting.

 

  1. Minimum Advertised Pricing (MAP).Authorized EMP Shield Affiliates and Resellers are prohibited from advertising EMP Shield Products below the provided MAP price. MAP pricing is subject to change, and Affiliate and Resellers agree to adjust MAP pricing within 30 days of notification of any changes to EMP Shield Product MAP pricing. To request current map pricing contact EMP Shield at: info@empshield.com.

 

  1. Non-Disparagement. The Affiliate and/or Reseller agrees and covenants not to make, publish, or communicate to any person or entity, or in any public forum, any defamatory or disparaging remarks, comments, or statements regarding EMP Shield, its businesses, products, employees, officers, customers, suppliers, investors, or other associated third parties. The Affiliate and/or Reseller shall uphold this non-disparagement agreement during their tenure as an independent contractor of EMP Shield and for 3 years after cessation of affiliation with EMP Shield.