New Wave Provider Agreement
This Agreement is made by and between WVMF Holdings, LLC, having its principal place of business located at 16201 E Indiana Ave, suite 4200, Spokane Valley, 99216, Washington, United States (“Company”), and PRACTITIONER, having its principal place of business located at BUSINESS LOCATION (“Provider”).
Provider, agrees to have read, understood, and abide by the following rules and procedures in regard to the distribution of New Wave Weight Loss Kits and its complete program. Failure to abide by these may result in the removal or restriction of distribution rights and rejection and cancellation of current and future product orders by the Provider.
Pricing Restrictions:
Provider agrees to publicly follow the standard pricing outlined here. New Wave Weight Loss Kits must be publicly advertised at no less than $1,495 to customers for the initial order, and no less than $995 for repeat orders. Provider is allowed to determine any private and internal clinic pricing as far as it is not publicly advertised.
Patient/Client program training and education rules:
Provider agrees to train and educate all patients/clients as outlined in the program guide utilizing the information and content provided in the Provider portal and as provided by your sales representative /trainer.
Provider agrees to instruct all patients/clients clearly to be sure to carefully follow the New Wave Weigh Loss supplement protocol. Specifically, all patients/clients must be made to understand to carefully take 7 drops, and only 7 drops, from the Blue (Diet Drops) and Pink (Fat Loss) bottles, three times a day during phase 1 and 2. These items are New Wave’s proprietary formulas and are the heart of the program. They are not replaceable without buying a new full kit.
Diet Drops (Blue Bottle), Ketone Drops (Pink Bottle) 7 drops, and only 7 drops, three times a day during phase 1 and 2. D-3 and B12, 1 full dropper once a day during phase 2.
Vitality Detox Drops, 10 drops twice a day morning and evening on an empty stomach (This dosage may be adjusted for each patient/client).
Pure Green Drops, 10 drops twice a day during phase 3 only.
All patients/clients must understand that they are not to guesstimate or use a line on the dropper as a guide. The patients/clients portal/app is designed specifically with this education in mind. All patients/clients must be guided through the details of the program before they begin which includes being instructed clearly how to take the drops, directed to read all materials from start to finish, and to also review all the training videos found in the membership site.
Patients/clients must not only commit to the 9 week program, but also be made to understand the value of the supplements they are purchasing, the replacement policy of these items, and sign the agreement forms upon purchasing the program. Clinics must establish their own payment/refund policy and patients/clients must be made to clearly understand this policy (Dr. Marksfeld policy is: Upon receipt of payment for the New Wave Weight Loss Coaching Program, there are no refunds. There are no exceptions to this policy. All payments are Final).
Replacement Bottle Policy:
Providers must establish their own replacement policy with their patients for their clinic. Dr. Marksfeld sells his initial kits for $1809, and replacement kits for $1209 at his Spokane Weight Loss clinic. He does not sell replacement bottles for any reason. Patients are made to understand and agree to this when purchasing and committing to the program (proper training & education).
New Wave Weight Loss sells full kits only and is NOT RESPONSIBLE for Provider’s offices running out of the Weight Loss Drops (Blue Bottle), Ketone Drops (Pink Bottle), D3, B12, the Pure Green Coffee Bean Extract (Green Bottle) due to overuse or product damage. These bottles are tested to ensure that there is enough liquid by volume in each bottle for every client to finish their program and have drops left over. It is the Provider’s responsibility to educate their clients to take the Drops properly in order to avoid running out of products during the 9 week program. New Wave is not responsible if patients run out, break, or store in extreme hot or cold temperatures any of the products, it is the Provider’s responsibility to replace them and must do so from their own stock. New Wave Weight Loss sells FULL KITS ONLY and only sells indivudual bottles bottles of Vitality Detox Drops.
1. Definition of Confidentiality.
As used in this Agreement, "Confidential Information" refers to any information which has commercial value and is either (i) technical information, including patent, copyright, trade secret, and other proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products and services of the Company, or (ii) non-technical information relating to the Company's products, including without limitation pricing, margins, merchandising plans and strategies, finances, financial and accounting data and information, suppliers, customers, customer lists, purchasing data, sales and marketing plans, future business plans and any other information which is proprietary and confidential to Company.
2. Definition of Trade Secret.
As used in this Agreement, "Trade secret" refers to any information, including a formula, derivation, pattern, compilation, program, device, method, technique, or process, that:
- Derives independent economic value, actual or potential, from not being generally known
to the public or to other persons who can obtain economic value from its disclosure or use; and
- Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
3. Nondisclosure and Nonuse Obligations.
Provider will maintain in confidence and will not disclose, disseminate or use any Confidential Information belonging to Company, whether or not in written form. Provider agrees that Provider shall treat all Confidential Information of Company with at least the same degree of care as Provider accords its own confidential information. Provider further represents that Provider exercises at least reasonable care to protect its own confidential information. If Provider is not an individual, Provider agrees that Provider shall disclose Confidential Information only to those of its employees who need to know such information, and certifies that such employees have previously signed a copy of this Agreement.
4. Non-Circumvention.
In and for valuable consideration, Provider hereby agrees that the Company may introduce and disclose to (whether by written, oral, data, or other form of communication) Provider one or more proprietary products, formulas, processes, chemical or organic products (whether combined or as separate components), intellectual properties, as well as and including, without limitation, natural persons, corporations, limited liability companies, partnerships, unincorporated businesses, sole proprietorships and similar entities (“Proprietary Information”). Provider further acknowledges and agrees that the Proprietary Information, and all other information concerning the products and business operations of the Company (including without limitation, all mailing information, phone and fax numbers, email addresses and other contact information) introduced hereunder are the property of the Company, and shall be treated as confidential and proprietary by Provider, its affiliates, officers, directors, shareholders, employees, agents, representatives, successors and assigns.
Provider shall not use such information, except in the context of any contractual arrangement with the Company in which the Company is directly and actively involved, and never without the Company’s prior written approval. Provider further agrees that neither it nor its employees, affiliates or assigns, shall enter into, or otherwise arrange (either for it/him/herself, or any other person or entity), any similar transaction, business relationship or undertaking, either directly or indirectly, or accept any Transaction, compensation or advantage regarding any such similar transaction, except as directly through and with the active participation of the Company, without the prior written approval of Company. Company is relying on Provider’s assent to these terms and their intent to be bound by the terms by evidence of their signature. Without Provider’s signed assent to these terms, the Company would not introduce any of its Trade Secrets, Confidential or Proprietary Information or disclose any such information to Provider as herein described.
5. Non-Competition.
During the term of the contract, and for five years after termination for any reason, Practitioner, without the express prior written consent of Company and subject to the remaining provisions of this Agreement, shall not, either on Practitioner’s behalf or on behalf of any other person or entity):
- invest, participate or engage, directly or indirectly (as owner, partner, stockholder, director, investor, employee, advisor, consultant or otherwise) in any business(“Business”) which competes with New Wave. For purposes of this Agreement, “Business” means helping other parties sell weight loss systems that include a set of natural supplements consisting of specific formulations in addition to providing overall training of weight loss programs which includes a specific diet and the use of our nutraceuticals, as described in Addendum A.
- solicit or in any manner attempt to influence or induce any employee employed, now or in the future, by the Company or any affiliate thereof to leave such employment. Practitioner agrees that, in light of the substantial benefits he/she will receive, the terms contained in this Agreement are necessary and reasonable in all respect, and are reasonable and necessary to protect the Company’s legitimate business interests. Practitioner further agrees that if, despite the express agreement of the Parties to this Agreement, a court should hold any portion of this Agreement unenforceable for any reason, the maximum restrictions of time, scope and geographic area reasonable under the circumstances, as determined by the court, will be substituted for the restrictions held unenforceable.
6. Relief.
- INJUNCTIVE RELIEF. A breach of any of the promises or agreements contained herein will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). The Company shall be entitled to seek such relief without the necessity of proving actual damages or posting any bond or other security.
- LIQUIDATED DAMAGES. The parties recognize the proprietary nature of the information warrants heightened protection with respect to confidentiality, non-competition and non-solicitation, and Practitioner therefore agree to the restrictions described above, and specifically acknowledges the reasonableness of these restrictions. The parties acknowledge and agree that it may be impossible to measure in money the damage to Colliers of any failure to comply with the restrictions, and in the event of any such failure, the Company will not have an adequate remedy at law or in damages. Accordingly, Practitioner hereby: (i) consents to the issuance equitable relief, including temporary restraining order, preliminary injunction, and permanent injunction to compel performance of all of the provisions of this Agreement; and (ii) waives any defenses thereto, including without limitation the defenses of failure of consideration, breach of any other provision of this Settlement Agreement, and availability of relief in damages. Further, in view of the difficulty of establishing actual damages resulting from a breach, the parties agree that, in the event of breach, the Practitioner shall pay the Company, as liquidated damages, an amount equal to Twenty Five Thousand and 00/100 Dollars ($25,000.00) for each breach, in addition to fifty percent of gross sales of any product or services of any product or service captured within the terms of this Agreement. In the event a court of competent jurisdiction should construe this section as unfair, unreasonable, or excessive, it shall deem this section applicable only for such time and for such portion of compensation due to the Company as in the court’s view serves to reasonably protect and promote Company’s lawful interest.
7. Survival.
This Agreement shall govern all communications between the parties.
Provider understands that its obligations under Paragraph 2 ("Nondisclosure and Nonuse
Obligations") shall survive the termination of any other relationship between the parties. Upon
termination of any relationship between the parties, Provider will promptly deliver to
the Company, without retaining any copies, all documents and other materials furnished to
Provider by the Company.
8. Electonic Signatures.
This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.
9. Governing Law.
This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Washington, as such laws are applied to agreements entered into and to be performed entirely within Washington. Proper jurisdiction for the initiation of any action hereunder shall lie exclusively with the Superior Courts in and for Thurston County, Washington.
10. Entire Agreement.
This Agreement constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing.
IN WITNESS WHEREOF, Provider has executed this Agreement as below and the agreement will be fully executed upon acceptance by the Company of this application.
