VII. DEPOSIT. For the good-faith performance of this Contract, the Brand shall not be required to make a deposit as part of this Contract.
VIII. EXCLUSIVITY OF AFFILIATE. For the purposes of this Contract, the Affiliate's role with the Brand is Non-Exclusive: The Affiliate is free to work for other Brands for the duration of this Contract.
IX. COPYRIGHT. The Content created by the Affiliate, for the purposes of fulfilling this Contract, shall be the intellectual property of the Affiliate.
X. CONFIDENTIALITY. The Affiliate must:
- Avoid disclosing confidential or proprietary information by any means necessary that is not authorized by the Brand to any third parties, both during the term of this Contract and for at least one (1) year following its termination;
- Inform the Brand immediately if they become aware of unauthorized disclosure or use of any potential confidential or proprietary information.
Failure of any of the above may result in the termination of this Contract and legal action against the Affiliate.
XI. TERMINATION. This Contract shall terminate in the event of any of the following:
- Upon the death of either the Brand or the Affiliate;
- If the Affiliate is unable to work due to a sudden, medically documented physical or mental ailment;
- If the business of either the Brand or the Affiliate is liquidated, dissolved, or otherwise discontinued;
- At the discretion of the Brand, if either the Brand or the Affiliate has any petition filed against them under federal or state bankruptcy or insolvency laws; and
- If either Party chooses to terminate this Contract in accordance with Section II.
Upon termination, all fees calculated to the date of termination must be paid to the Affiliate by the Brand. Similarly, under such termination, the Affiliate shall be responsible for:
- The delivery of all documents and materials containing the Brand's proprietary or confidential information;
- Permanently erasing all proprietary and confidential information from their electronic devices; and
- Certifying in writing that they have complied with the above stipulations.
XII. BRAND LEGAL REQUIREMENTS. The Affiliate is not responsible for any legal, technical, or regulatory specifications regarding the Brand's business; this is the sole responsibility of the Brand.
XIII. LIMITATION OF LIABILITY. The Brand's liability will be limited to the total Payment Amount due to the Affiliate.
XIV. COMPLIANCE AND FDA GUIDELINES. The Affiliate is required to adhere to all applicable FDA guidelines, including but not limited to dietary supplement regulations, labeling, and marketing standards. The Affiliate is solely responsible for their promotional content and is required to ensure it adheres to FDA standards and does not misrepresent any products. The Affiliate should refrain from making any unsubstantiated or false claims regarding the Brand's products. Any claims made must be supported by scientific evidence and in compliance with FDA regulations. The Brand shall not be liable for any claims, representations, or actions made by affiliates that violate FDA regulations or are not in compliance with dietary supplement guidelines.
XV. INDEMNIFICATION. The Brand and the Affiliate will each defend, indemnify, and hold the other harmless, including, but not limited to, affiliates, successors, assigns, employees, agents, and officers) against all losses, damages, deficiencies, liabilities, awards, penalties, or expenses of whatever kind, including attorneys' fees and related legal fees, incurred by themselves in connection with any claims, suits, actions, demands, or judgments arising out of this Contract.
XVI. SEVERABILITY. If any portion of this Contract shall be held invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision, it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
XVII. GOVERNING LAW. This Contract shall be construed and governed in accordance with the laws located in the State of Texas.
XVIII. FORCE MAJEURE. The Affiliate is not liable for cessation or delay of work due to forces beyond their reasonable control, including but not limited to acts of God, military action, riots, and acts of nature.
XIX. ENTIRE CONTRACT. This Contract constitutes the entire contract between the No modification or amendment of this Contract shall be effective unless in writing and signed by both Parties.
XX. EXECUTION. The Brand and the Affiliate each represent and warrant to the other that each person executing this Contract on behalf of each Party is duly authorized to execute and deliver this Contract on behalf of that Party.