nlc international membership agreement

8/2/2019 NLC International Membership Agreement

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Membership Agreement

This AGREEMENT is made effective by and between NLC International, Inc. a corporationthat organized and existing under the laws of the State of Delaware with a principal place of

business at 11807 Westheimer, 550-412, Houston, Texas 77072 (hereinafter referred to as

NLCI) and the undersigned individual (hereinafter referred as Member)

RECITALS

WHEREAS, Member is desirous of the business of soliciting membership sales for NLCI from

prospective customers and participating in the business with any or all of NLCIs affiliatedcompanies.

WHEREAS, NLCI is engaged in the business of selling membership sales to the general publicand offering products and services through its affiliated companies.

WHEREAS, NLCI has offered to Member compensation as set forth under the terms andconditions in this Agreement and NLCI commission schedules as amended from time to time,and Member is willing to associate and be employed with NLCI on such terms and conditions.

WHEREAS, Member acknowledges and agrees the association and employment with NLCI ison an exclusive basis in that, representation of other companies with similar concepts and

marketing ideas by Member during the term of this Agreement constitutes a material violation ofthis Agreement and shall be considered a repudiation and termination of this Agreement by

Member.

NOW THEREFORE, in consideration of the above recitals, the mutual promises and agreements

contained herein are mutually agreed as follows:

NOW THEREFORE, in consideration of the above recitals, the mutual promises and agreements

contained herein are mutually agreed as follows:

SECTION ONE

RELATIONSHIP AND DUTIES

A. Scope and Duties:

Member shall and hereby does associate him/herself with NLCI to obtain marketingmaterials and trade secrets to market the company concept and business opportunity with all of

its affiliated companies. Member must use the means and manner by which those duties shall beperformed, as approved and prescribed by NLCI guidelines and procedures. Member agrees to

comply with all rules, regulations, guidelines, instructions, and procedures, either now inexistence or issued from time to time.


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responsible for all of his/her expenses, including but not limited to travel, entertainment,

education, dues, office expenses subscription, licenses, etc., and shall receive no remuneration orreimbursement of any nature whatsoever other than the commissions referred to herein.

G. Other Licences:

Member shall, where appropriate and if required by state law, obtain the appropriatenecessary license (or any other required licenses) in each jurisdiction in which and from which

Member solicits, offers or obtains business within each of NLCIs affiliated companies in eachjurisdiction, where required by law, in which and from which Member receives compensation.

Member will bear the cost of an initial and renewal fees for licensing and registrations. Memberwill make payment as instructed by NLCI. Member shall comply with the terms, conditions and

restrictions on use contained in any and all license or other contractual agreements between thirdparty owners of any computer software and NLCI, pursuant to which NLCI has obtained the

right to use such computer software. Member further agrees to comply with the terms of anylicense or other contractual agreement into which Member is required to enter with any third

party computer software owner.

H. Record Keeping:

Member shall follow company guidelines and policies to maintain accurate and current

records of all transactions entered into pursuant to this Agreement. Such books and records shallconform to the requirements of federal and state laws, the rules and regulations of appropriate

regulatory agencies, and the policies and procedures of NLCI and/or its affiliated companies.Member shall maintain an accurate and current file of all commission statements and other

records and correspondences received from NLCI and its affiliated companies and notify NLCIin writing within Thirty (30) days after NLCI making available such statements, records and

correspondence, or any of them is inconsistent with Member's records or, in the opinion ofMember, not accurate. All book and records of Member and all their transactions with NLCI and

with NLCIs affiliated companies shall be maintained for a period of at least three (3) years.

I. Background Information:

The Member agrees that NLCI shall have the right to run credit, employment and other

financial and background criminal investigations on the Member at the time NLCI deems useful,whether such investigation is conducted by NLCI or by an outside service or third party. The

Member consents to such investigations and consents to the disclosure of any person or entity toNLCI of any financial, background and employment information conducted by NLCI or by an

outside service or third party.

J. Photographs:

The Member irrevocably consents to and forever authorizes the use by NLCI or anyoneauthorized by NLCI, its legal representatives or assigns, the absolute and unqualified right to use

all photographs in which the Member has appeared for NLCI and reproductions thereof, in which


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the Member has been included in whole or part, made through any media without, in which the

Member has been included in whole or part, made through any media without inspection orapproval of the finished product or use to which it may be applied, in any manner NLCI may

desire, factually or fictionally the right to make adaptation of said material of every and any kindand character. NLCI may adopt , arrange, change, dramatize, make musical versions of,

interpolate in, transpose, add to, and subtract from such photographs and reproductions to suchextent as NLCI, in its sole discretion, may desire, and in any form and upon any and all

adaptations thereof to renew such copyrights. The Member releases and discharges NLCI, itsassigns, agents, or licensees from any and all claims and demands and damages of any kind thatthe Member may have, which arise out of or in connection with the use of such photographs or

reproductions, including but not limited to, any and all claims of libel, slander, and invasion ofprivacy.

K. NLCT's Exclusive Property:

Any and all inventions, ideas, improvements, processes, devices, products, new uses,

know-how, discoveries, trade secrets, or other information learned, created, discovered orutilized by the Member resulting from his/her work performed in connection with NLCI

(including that which Member alone or jointly with others may conceive, invent, produce, orreduce to practice during his/her work performed in connection with NLCI) shall be the

exclusive and sole property of NLCI and be kept confidential by Member. Memberacknowledges and agrees the above mentioned shall be the sole and exclusive property of NLCI

and shall be kept confidential whether patentable or non-patentable. Member expressly waivesany and all rights, interests and claims to any such inventions, ideas, improvements, processes,

devices, products, new uses, know-how, discoveries, trade secrets, or other information learned,created, discovered or utilized by the Member (alone or jointly with others) resulting from

his/her work performed in connection with NLCI.

L. Background Information:

The Member agrees that NLC International shall have the right to run credit, employment

and other financial and background criminal investigations on the Member at the time NLCInternational deems useful, whether such investigation is conducted by NLC International or by

an outside service or third party. The Member consents to such investigations and consents to thedisclosure of any person or entity to NLC International of any financial, background and

employment information conducted by NLC International or by an outside service or third party.

M. Photographs:

The Member irrevocably consents to and forever authorizes the use by NLC International

or anyone authorized by NLC International, its legal representatives or assigns, the absolute andunqualified right to use all photographs in which the Member has appeared for NLC

International and reproductions thereof, in which the Member has been included in whole or part,made through any media without, in which the Member has been included in whole or part, made

through any media without inspection or approval of the finished product or use to which it may


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be applied, in any manner NLC International may desire, factually or fictionally the right to

make adaptation of said material of every and any kind and character. NLC International mayadopt , arrange, change, dramatize, make musical versions of, interpolate in, transpose, add to,

and subtract from such photographs and reproductions to such extent as NLC International, in itssole discretion, may desire, and in any form and upon any and all adaptations thereof to renew

such copyrights. The Member releases and discharges NLC International, its assigns, agents, orlicensees from any and all claims and demands and damages of any kind that the Member may

have, which arise out of or in connection with the use of such photographs or reproductions,including but not limited to, any and all claims of libel, slander, and invasion of privacy.

N. NLC's NLC International's Exclusive Property:

Any and all inventions, ideas, improvements, processes, devices, products, new uses,know-how, discoveries, trade secrets, or other information learned, created, discovered or

utilized by the Member resulting from his/her work performed in connection with NLCInternational (including that which Member alone or jointly with others may conceive, invent,

produce, or reduce to practice during his/her work performed in connection with NLCInternational) shall be the exclusive and sole property of NLC International and be kept

confidential by Member. Member acknowledges and agrees the above mentioned shall be thesole and exclusive property of NLC International and shall be kept confidential whether

patentable or non-patentable. Member expressly waives any and all rights, interests and claims toany such inventions, ideas, improvements, processes, devices, products, new uses, know-how,

discoveries, trade secrets, or other information learned, created, discovered or utilized by theMember (alone or jointly with others) resulting from his/her work performed in connection with

NLC International.

SECTION TWO

GENERAL COVENANT

In the course of Members past and future relationship with NLCI, and because of the nature of

Members responsibilities, Member has previously acquired, and may in the future acquireadditional, valuable trade secrets, proprietary data and other confidential information

(collectively, Confidential Information) with respect to NLCIs customers, competitors andbusiness. Such trade secrets, proprietary data and other confidential information include but are

not limited to the following: NLCIs existing and contemplated services, products, business andfinancial methods and practices, plans, pricing, selling techniques, computer hardware and

software systems, and special methods and processes involves in providing services, lists of

NLCI present and prospective customers, methods of obtaining customers, credit and financialdata of the NLCIs present and prospective customers, particular business requirements ofNLCIs present and prospective customers. In addition, Member on behalf of NLCI, has

developed, and may in the future further enhance or develop, personal acquaintances andrelationships with NLCIs present and prospective customers, which acquaintances relationships

may constitute NLCIs only contact with such persons or entities. As a consequence thereof, theparties agree that Member occupies or will occupy a position of trust and confidence with respect


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to NLCIs affairs and its products and services. In view of the foregoing and in consideration of

the remuneration to be paid to Member and for his relationship, Member acknowledges andagrees that it is reasonable and necessary for the protection of the goodwill and business of NLCI

that Member make the covenants contained in Section Three herein regarding the conduct ofMember during and subsequent to relationship with NLCI, and that NLCI will suffer irreparable

injury if Member engages in conduct prohibited thereby. Member represents that observance ofthe aforementioned covenants will not cause Member any undue hardship nor will it

unreasonably interfere with Members ability to earn a livelihood. The covenants containedherein shall each be construed as a separate agreement independent of any other provision of thisAgreement, and the existence of any claim or cause of action of Member against NLCI, whether

predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement byNLCI of any of those covenants.

SECTION THREE

CONFIDENTIALITY; COVENANT NOT TO COMPETE

A. Acknowledgements by Member. In consideration of the willingness of NLCI to associateitself with the Member in further consideration of all compensation to be paid to Member by

NLCI under the terms and conditions of this Agreement, Member agrees as follows:

(1) NLCI would not have entered into this Agreement if Member had not agreed to theterms and provisions of this Section;

(2) The covenants not to compete set forth in this Section are fair and reasonable, and will

not impose any undue hardship on Member, because Member has other considerableskills, experience and education which afford Member the opportunity to derive income

from other endeavors;

(3) The information provided by NLCI to Member is confidential to NLCI, and constitutesa valuable, special and unique asset of NLCI, with respect to which NLCI is entitled to

the protections afforded by this Section and to the remedies for enforcement of thisSection provided by law or in equity (including, without limitation, those remedies the

availability of which may be within the discretion of the court or arbitrator that presidesover any action for enforcement of this Section).

B. Confidential Information.

(a) Except in the normal and proper course of performing Member's duties and exercising

Member's rights, Member and Member's owners, officers, directors and Affiliates, shallnot use for their own account or in any other business, any Confidential Information

which Member may obtain from NLCI, its agents, representatives, employees orAffiliates, or otherwise by virtue of Member's association with NLC International.

(b) Member shall hold in strict confidence, and shall not disclose to any Person (other than

Member and its employees and agents), any Confidential Information. ConfidentialInformation may only be divulged with the direct written consent of the President of the

NLCI or if required by a court of law or administrative tribunal, and then only with


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sufficient prior notice to NLCI to enable NLCI to seek a protective order.

(c) The foregoing obligations materially affect the successful conduct of the business ofNLCI and its goodwill. Any breach of the terms of this Section shall constitute a

material breach of this Agreement, and, without limitation on other remedies availableto NLCI, shall constitute immediate grounds for (1) termination of this Agreement and

(2) retention by NLCI of all sums owed to Member by NLCI.

(d) Upon expiration or termination of this Agreement for any reason, Member shall remainbound by the provisions of this Section.

C. Return of Confidential Information. Promptly after the termination of the relationship withNLCI for any reason and whether or not pursuant to an relationship agreement, Member will

deliver to NLCI all originals and copies of all Confidential Information, including but not limitedto memoranda, customers lists, samples, records, documents, computer programs, computer hard

drives and backup drives and other materials requested by NLCI which he has obtained from

NLCI while serving in any such capacity.

D. Reasonable Assurances. Member further agrees to do all things reasonably necessary,including implementation of those procedures which may be contained in the Confidential

Operations Manuals and Business Format Sysstem, to prevent any of the employees,representatives, agents and Affiliates of Member from disclosing any Confidential Information to

any Person, including requiring each employee, representative, agent and Affiliate of Member tosign a non-disclosure agreement in a form approved by NLCI before being authorized by

Member to have access to such information.

E. Covenant Not to Compete.

Member agrees that (i) during the Term of this Agreement and within a geographic areaincluding the entire United States of America and (ii) for Two (2) years following the expiration

or termination of this Agreement and within a geographic area including each Territory grantedto Member and Five (5) miles from radius from NLCIs office the Member was assigned:

(1) Member shall not, either directly or indirectly, for himself, or through, on behalf of, orin conjunction with any other Person or cause any other Person to do any of the

following:

(a) divert or attempt to divert any business or customer of NLCI to any competitor,

by direct or indirect inducement or otherwise;

(b) employ or seek to employ any Person who is at that time employed by oraffiliated with NLCI or by any other Member of NLCI, or otherwise directly or

indirectly induce or seek to induce such Person to leave his or her employmentwith NLCI; or

(c) own, maintain, engage in, be employed by, advise, assist, invest in, franchise,

make loans to or have any interest in any business (including any business


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operated by Member prior to entry into this Agreement) specializing, in whole orin part, in providing services and products the same as or similar to any of those

offered, sold or provided through NLCI or the business of the NLCI.

(2) Member shall not engage in any business or be involved in any operation of the same

nature as, or of a similar nature to NCL, including the offering of products and/orservices which may be reasonably construed as essentially undifferentiated from those

products and or services offered, or actively planned to be offered, by NLCI.

(3) Member shall not accept employment, consult for or participate, directly or indirectly,in the ownership or management of any enterprise engaged in a business similar to or

the business of NLCI.

(4) Neither Member, nor any Person with whom Member is at the time affiliates, shalldirectly or indirectly, hire or offer to hire or entice away or in any manner persuade or

attempt to persuade any officer, employee, agent, representative, supplier or customerof NLCI of its Affiliates, or otherwise to discontinue his or her relationship with NLCI.

(5) Member agrees to do all things reasonably necessary to prevent any employees,

representatives and agents of Member from competing with NLCI or taking any otheraction in contravention of this Section including requiring each employee,

representative and agent to sign a covenant not to compete in a form approved by NLCIbefore becoming employed by Member.

F. Remedies. The parties hereto hereby agree that if Member violates or threatens to violate anyof the provisions of this Section it would be difficult to determine the entire cost, damage or

injury which NLCI would sustain. Accordingly, Member acknowledges that if he violates orthreatens to violate any of the provisions of this Section NLCI may have no adequate remedy at

law. In that event, NLCI shall have the right, in addition to any other rights that may beavailable, to obtain in any court of competent jurisdiction injunctive relief to restrain any

violation or threatened violation by Member of any provision of this Section or to compelspecific performance by Member of one or more of his obligations under this Section. The

seeking or obtaining by NLCI of such injunctive relief shall not foreclose or in any way limittheir right to obtain a money judgment against Member for any damage that may result from any

breach by the Member of any provision of this Agreement.

G. Reformation of Covenants. Member acknowledges that the covenants contained in Section

are reasonable in geographical and temporal scope and in all other respects. If any courtdetermines that any of such covenants, or any part thereof, are unenforceable, then (1) the

remainder of such covenants shall not be affected by such determination and (2) those of such

covenants that are determined to be unenforceable because of the duration or scope thereof shallbe reformed by the court to reduce their duration or scope only to the least extent required torender the same enforceable against the Member.

H. Non-Solicitation of Borrowers. Notwithstanding any other Section or provision of this

Agreement, during Members relationship with NLCI, and for a period of two (2) yearsfollowing termination of Members relationship with NLCI for any reason whatsoever and


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within the reasonable geographical territory of five (5) miles radius from NLCIs office the

Member was assigned and except in the good faith furtherance of the interests of NLCI, Memberwill not, without the express written consent of NLCI, contact prospective customers or existing

NLCI members that the loan officer has come to know because the relationship with NLCI,including any person, firm, association or corporation. Member will not directly or indirectly

make any such contact, either for his benefit or for the benefit of any person, firm, association orcorporation to make any such contact.

I. Non-Interference. Notwithstanding any other Section or provision of this Agreement, during

Members relationship with NLCI, and for a period of two (2) years following termination ofMembers relationship with NLCI for any reason whatsoever, Member shall not induce or

encourage, directly or indirectly, (i) any Member of NLCI to leave his or her relationship, or toseek relationship with anyone other than NLCI, unless it has been determined by NLCI that such

Members performance or other characteristics or circumstances are such that Members leavingNLCI is in the best interests of NLCI, or (ii) any Customer of NLCI to modify or terminate any

relationship, whether or not evidenced by a written contract, with NLCI unless it has been

determined by the NLCI that such modification or termination is in the best interests of NLCI.

SECTION FOUR

COMPENSATION

A. For all services to be rendered hereunder, Member shall be paid on a commission basisonly, in the amounts and at the times set forth on NLCIs commission schedules as amended

from time to time. Members compensation from NLCI shall be reported on Federal form 1099as independent contractor compensation. Members compensation from each of the affiliated

companies within NLCI shall be reported on Federal form 1099 as independent contractor

compensation or on Federal from W-2, subject to FICA, FUTA, and income tax withholdings asrequired by federal, state, and local laws. NLCI shall, in its sole and absolute discretion, have theright to change, modify, alter, or decrease any commissions payable pursuant to this Agreement;

provided, however, that any changes, modifications, alterations, or decreases shall be effectivewhen amended.

B . Any money and value owed by Member to NLCI, any debt, and any money and valuewhich has been advanced or credited by or on behalf of NLCI to, or for the benefit of, Member,

represents a loan and may be offset and deducted by NLCI from any commissions or othermoney or value then or thereafter owed by NLCI to Member pursuant to this Agreement or owed

by NLCI to Member. NLCI is hereby authorized by Member to deduct from commissions due

the amount of any commissions paid to Member in connection with any payment or amount thatNLCI refunds to Member's Customer.

C . Except as set forth above, Member shall receive no other compensation of any kindwhatsoever under this Agreement. Member will not receive any fringe benefits under this

Agreement whatsoever, including but not limited to insurance benefits, disability income, paidvacation, expense reimbursement or retirement benefits unless otherwise specifically provided

for in this Agreement.


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SECTION FIVE

INDEMNIFICATION

Member shall indemnify NLCI for and hold it harmless from and against any and all claims,

losses, liabilities, damages, taxes, penalties, fines, forfeitures, reasonable and necessary legal feesand expenses, judgments, and other costs and expenses that NLCI may sustain arising and/or

resulting from any claim, demand, defense or assertion based on or grounded upon, or resultingfrom a breach of any representation, warranty, or covenant by Member under this Agreement.

SECTION SIX

ARBITRATION

A. Mediation

THE PARTIES AGREE TO SUBMIT ANY CLAIM, CONTROVERSY OR DISPUTEARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING ANY

EXHIBIT AND ATTACHMENTS), THE AGREEMENTS CONTEMPLATEDHEREBY OR THE RELATIONSHIP CREATED BY THIS AGREEMENT TO

NONBINDING MEDIATION PRIOR TO BRINGING SUCH CLAIM,CONTROVERSY OR DISPUTE IN A COURT OR BEFORE ANY OTHER

TRIBUNAL. THE MEDIATION SHALL BE CONDUCTED THROUGH AMEDIATOR AGREED TO BY ALL THE PARTIES, RULES AT NLCI'S

CORPORATE HEADQUARTERS IN HOUSTON, TEXAS. THE COSTS AND

EXPENSES OF MEDIATION, INCLUDING COMPENSATION AND EXPENSES OFTHE MEDIATOR (AND EXCEPT FOR THE ATTORNEYS FEES INCURRED BYEITHER PARTY), SHALL BE BORNE BY THE PARTIES EQUALLY. IF THE

PARTIES ARE UNABLE TO RESOLVE THE CLAIM, CONTROVERSY ORDISPUTE WITHIN NINETY (90) DAYS AFTER THE MEDIATOR HAS BEEN

CHOSEN, THEN THE MATTER SHALL BE SUBMITTED TO ARBITRATION INACCORDANCE WITH THE SECTIONS BELOW TO RESOLVE SUCH CLAIM,

CONTROVERSY OR DISPUTE UNLESS SUCH TIME PERIOD IS EXTENDED BYWRITTEN AGREEMENT OF THE PARTIES. NOTWITHSTANDING THE

FOREGOING, NLCI MAY BRING AN ACTION (1) FOR MONIES OWED, (2) FORINJUNCTIVE OR OTHER EXTRAORDINARY RELIEF, OR (3) INVOLVING THE

POSSESSION OR DISPOSITION OF, OR OTHER RELIEF RELATING TO, REALPROPERTY IN A COURT HAVING JURISDICTION, WITHOUT FIRST

SUBMITTING SUCH ACTION TO MEDIATION OR ARBITRATION.

B. Arbitration

(1) EXCEPT AS PROVIDED IN THIS AGREEMENT, NLCI AND MEMBER


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AGREE THAT ANY CLAIM, CONTROVERSY OR DISPUTE ARISING OUTOF OR RELATING TO THE BUSINESS, MEMBERS ESTABLISHMENT OR

OPERATION OF THE BUSINESS UNDER THIS AGREEMENT (AND ANYAMENDMENTS THERETO) INCLUDING, BUT NOT LIMITED TO, ANY

CLAIM BY MEMBER, OR PERSONS CLAIMING ON BEHALF OF MEMBER,CONCERNING THE ENTRY INTO, THE PERFORMANCE UNDER OR THE

TERMINATION OF THE AGREEMENT, OR ANY OTHER AGREEMENTBETWEEN NLCI, OR ITS AFFILIATES, AND MEMBER, ANY CLAIM

AGAINST A PAST OR PRESENT OFFICER, DIRECTOR, EMPLOYEE ORAGENT OF NLCI, INCLUDING THOSE OCCURRING SUBSEQUENT TO THE

TERMINATION OF THIS AGREEMENT, THAT CANNOT BE AMICABLYSETTLED AMONG THE PARTIES OR THROUGH MEDIATION SHALL,

EXCEPT AS SPECIFICALLY SET FORTH HEREIN BE REFERRED TOARBITRATION. THE ARBITRATION SHALL BE CONDUCTED BY THE

AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH THE

RULES OF RULES FOR ARBITRATION, AS AMENDED, EXCEPT THAT THEARBITRATOR SHALL APPLY THE FEDERAL RULES OF EVIDENCEDURING THE CONDUCT OF THE HEARING SESSIONS WITH RESPECT TO

THE ADMISSIBILITY OF EVIDENCE. IF SUCH RULES ARE IN ANY WAYCONTRARY TO OR IN CONFLICT WITH THIS AGREEMENT, THE TERMS

OF THE AGREEMENT SHALL CONTROL. ONLY CLAIMS,CONTROVERSIES OR DISPUTES INVOLVING MEMBER MAY BE

BROUGHT HEREUNDER. NO CLAIM FOR OR ON BEHALF OF ANY OTHERMEMBER OR SUPPLIER, OR CLASS, REPRESENTATIVE OR ASSOCIATION

THEREOF, MAY BE BROUGHT BY MEMBER HEREUNDER.

(2) THE PARTIES SHALL AGREE ON AN ARBITRATOR WITHIN FIFTEEN (15)

DAYS OF THE FILING OF ARBITRATION. THE PARTIES SHALL PETITIONTHE AMERICAN ARBITRATION ASSOCIATION FOR A LIST OF TEN (10)ARBITRATORS WHO ARE PRACTICING ATTORNEYS OR RETIRED

JUDGES LICENSED TO PRACTICE LAW IN THE STATE OF TEXAS ANDWHO ARE INDEPENDENT OF THE PARTIES AND THE MATTER(S) IN

DISPUTE. ALL OF THE ARBITRATORS SHALL BE EXPERIENCED IN THEARBITRATION OF DISPUTES BETWEEN MEMBER COMPANIES AND

MEMBERS AND COMMERCIAL LITIGATION. EACH PARTY SHALLSTRIKE ONE (1) ARBITRATOR FROM THE LIST OF TEN (10)

ARBITRATORS, IN AN ALTERNATING MANNER, UNTIL THERE IS ONLYONE (1) ARBITRATOR REMAINING FROM THE ORIGINAL LIST OF TEN

(10). THE RESPONDENT TO THE DISPUTE SHALL HAVE THEOPPORTUNITY TO DESIGNATE THE FIRST STRIKE, AND THE

COMPLAINANT SHALL HAVE THE OPPORTUNITY TO MAKE THE NEXTSTRIKE THEREAFTER, AND SO ON AND SO FORTH. THE ARBITRATION

SHALL TAKE PLACE AT NLCIS CORPORATE OFFICES OR THEIRCOUNSELS OFFICE. THE AWARD OF THE ARBITRATOR SHALL BEFINAL AND JUDGMENT UPON THE AWARD RENDERED IN


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ARBITRATION MAY BE ENTERED IN ANY COURT HAVING

JURISDICTION THEREOF. THE COSTS AND EXPENSES OF ARBITRATIONMAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.

THE ARBITRATOR SHALL BE REQUIRED TO SUBMIT WRITTENFINDINGS OF FACT AND CONCLUSIONS OF LAW WITHIN THIRTY (30)

BUSINESS DAYS FOLLOWING THE FINAL HEARING SESSION OF THEARBITRATION. THE COSTS AND EXPENSES OF ARBITRATION,

INCLUDING COMPENSATION AND EXPENSES OF THE ARBITRATORS,SHALL BE BORNE BY THE PARTIES AS THE ARBITRATORS DETERMINE.

(3) NOTWITHSTANDING THE ABOVE, THE FOLLOWING SHALL NOT BE

SUBJECT TO ARBITRATION:

(i) DISPUTES AND CONTROVERSIES ARISING FROM THE SHERMAN

ACT, THE CLAYTON ACT OR ANY OTHER FEDERAL OR STATEANTITRUST LAW;

(ii) DISPUTES AND CONTROVERSIES BASED UPON OR ARISING UNDER

THE LANHAM ACT, AS NOW OR HEREAFTER AMENDED, RELATING TOTHE OWNERSHIP OR VALIDITY OF THE MARKS;

(iii) DISPUTES AND CONTROVERSIES RELATING TO ACTIONS TOOBTAIN POSSESSION OF THE PREMISES OF BUSINESS UNDER LEASE

OR SUBLEASE.

(4) IF NLCI SHALL DESIRE TO SEEK SPECIFIC PERFORMANCE OR OTHEREXTRAORDINARY RELIEF INCLUDING, BUT NOT LIMITED TO,

INJUNCTIVE RELIEF UNDER THIS AGREEMENT AND ANYAMENDMENTS THERETO, OR TO COLLECT MONIES DUE, THEN ANY

SUCH ACTION SHALL NOT BE SUBJECT TO ARBITRATION AND NLCISHALL HAVE THE RIGHT TO BRING SUCH ACTION AS DESCRIBED

ABOVE.

(5) IN PROCEEDING WITH ARBITRATION AND IN MAKINGDETERMINATIONS HEREUNDER, THE ARBITRATOR SHALL NOT

EXTEND, MODIFY OR SUSPEND ANY TERMS OF THIS AGREEMENT ORTHE REASONABLE STANDARDS OF BUSINESS PERFORMANCE AND

OPERATION ESTABLISHED BY NLCI IN GOOD FAITH. NOTICE OF ORREQUEST TO OR DEMAND FOR ARBITRATION SHALL NOT STAY,

POSTPONE OR RESCIND THE EFFECTIVENESS OF ANY TERMINATIONOF THIS AGREEMENT. THE ARBITRATORS SHALL APPLY TEXAS LAW

AND THE TERMS OF THIS AGREEMENT IN REACHING THEIR DECISION.

NO RESOLUTION. WITH RESPECT TO ANY CLAIMS, CONTROVERSIESOR DISPUTES THAT ARE NOT FINALLY RESOLVED THROUGH

MEDIATION OR ARBITRATION, OR AS OTHERWISE PROVIDED ABOVE,


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MEMBER AND THE CONTROLLING PRINCIPALS HEREBY

IRREVOCABLY SUBMIT THEMSELVES TO THE JURISDICTION OF THESTATE COURTS OF HARRIS COUNTY, TEXAS AND THE FEDERAL

DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS, HOUSTONDIVISION. MEMBER HEREBY WAIVES ALL QUESTIONS OF PERSONAL

JURISDICTION FOR THE PURPOSE OF CARRYING OUT THIS PROVISION.MEMBER HEREBY AGREES THAT SERVICE OF PROCESS MAY BE MADE

UPON ANY OF THEM IN ANY PROCEEDING RELATING TO OR ARISINGOUT OF THIS AGREEMENT OR THE RELATIONSHIP CREATED BY THIS

AGREEMENT BY ANY MEANS ALLOWED BY TEXAS OR FEDERAL LAW.MEMBER FURTHER AGREES THAT VENUE FOR ANY PROCEEDING

RELATING TO OR ARISING OUT OF THIS AGREEMENT SHALL BEHARRIS COUNTY, TEXAS; PROVIDED, HOWEVER, WITH RESPECT TO

ANY ACTION (1) FOR MONIES OWED, (2) FOR INJUNCTIVE OR OTHEREXTRAORDINARY RELIEF OR (3) INVOLVING POSSESSION OR

DISPOSITION OF, OR OTHER RELIEF RELATING TO, REAL PROPERTY,

NLCI MAY BRING SUCH ACTION IN ANY STATE OR FEDERAL DISTRICTCOURT THAT HAS JURISDICTION. WITH RESPECT TO ALL CLAIMS,CONTROVERSIES, DISPUTES OR ACTIONS, RELATED TO THISAGREEMENT OR THE RELATIONSHIP CREATED THEREBY, THIS

AGREEMENT AND ANY SUCH RELATED CLAIMS, CONTROVERSIES,DISPUTES OR ACTIONS SHALL BE GOVERNED, ENFORCED AND

INTERPRETED UNDER TEXAS LAW (EXCEPT FOR TEXAS CHOICE OFLAW RULES).

C. Adequacy of Choice of Law and Forum

MEMBER AND NLCI ACKNOWLEDGE THAT THE PARTIES' AGREEMENTREGARDING APPLICABLE STATE LAW AND FORUM SET FORTH IN THIS

AGREEMENT PROVIDE EACH OF THE PARTIES WITH THE MUTUAL BENEFITOF UNIFORM INTERPRETATION OF THIS AGREEMENT AND ANY DISPUTE

ARISING OUT OF THIS AGREEMENT OR THE PARTIES RELATIONSHIPCREATED BY THIS AGREEMENT. MEMBER AND NLCI FURTHER

ACKNOWLEDGE THE RECEIPT AND SUFFICIENCY OF MUTUALCONSIDERATION FOR SUCH BENEFIT AND THAT EACH PARTYS

AGREEMENT REGARDING APPLICABLE STATE LAW AND CHOICE OFFORUM HAVE BEEN NEGOTIATED FOR IN GOOD FAITH AND ARE PART OF

THE BENEFIT OF THE BARGAIN REFLECTED BY THIS AGREEMENT.

D. Acknowledgement of forum

MEMBER AND NLCI ACKNOWLEDGE THAT THE EXECUTION OF THISAGREEMENT AND ACCEPTANCE OF THE TERMS BY THE PARTIES

OCCURRED IN HOUSTON, TEXAS, AND FURTHER ACKNOWLEDGE THAT THEPERFORMANCE OF CERTAIN OBLIGATIONS OF MEMBER ARISING UNDER


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THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE PAYMENT OFMONIES DUE HEREUNDER AND THE SATISFACTION OF CERTAIN TRAINING

REQUIREMENTS OF NLCI, SHALL OCCUR IN HOUSTON, TEXAS.

E. Development of Dispute Resolution Program

WITHOUT LIMITING ANY OF THE FOREGOING, NLCI RESERVES THE RIGHT,AT ANY TIME, TO CREATE A DISPUTE RESOLUTION PROGRAM AND

RELATED SPECIFICATIONS, STANDARDS, PROCEDURES AND RULES FORTHE IMPLEMENTATION THEREOF TO BE ADMINISTERED BY NLCI OR ITS

DESIGNEES FOR THE BENEFIT OF ALL MEMBERS CONDUCTING BUSINESSUNDER THE SYSTEM. THE STANDARDS, SPECIFICATIONS, PROCEDURES

AND RULES FOR SUCH DISPUTE RESOLUTION PROGRAM SHALL BE MADEPART OF THE MANUALS AND IF MADE PART OF THE MANUALS, ON EITHER

A VOLUNTARY OR MANDATORY BASIS, MEMBER SHALL COMPLY WITHALL SUCH STANDARDS, SPECIFICATIONS, PROCEDURES AND RULES IN

SEEKING RESOLUTION OF ANY CLAIMS, CONTROVERSIES OR DISPUTESWITH OR INVOLVING NLCI OR OTHER MEMBERS, IF APPLICABLE UNDER

THE PROGRAM. IF SUCH DISPUTE RESOLUTION PROGRAM IS MADEMANDATORY, THEN MEMBER AND NLCI AGREE TO SUBMIT ANY CLAIMS,

CONTROVERSIES OR DISPUTES ARISING OUT OF OR RELATING TO THISAGREEMENT (INCLUDING ANY EXHIBITS AND ATTACHMENTS HERETO),

THE AGREEMENTS CONTEMPLATED HEREBY OR THE RELATIONSHIPCREATED BY THIS AGREEMENT FOR RESOLUTION IN ACCORDANCE WITH

SUCH DISPUTE RESOLUTION PROGRAM PRIOR TO SEEKING RESOLUTION OFSUCH CLAIMS, CONTROVERSIES OR DISPUTES IN THE MANNER DESCRIBED

IN THIS SECTION ABOVE (PROVIDED THAT THE PROVISIONS OF SECTION 6

CONCERNING NLCIS RIGHT TO SEEK RELIEF IN A COURT FOR CERTAINACTIONS INCLUDING FOR INJUNCTIVE OR OTHER EXTRAORDINARY RELIEFSHALL NOT BE SUPERSEDED OR AFFECTED BY THIS SECTION OR IF SUCH

CLAIM, CONTROVERSY OR DISPUTE RELATES TO ANOTHER MEMBER,MEMBER AGREES TO PARTICIPATE IN THE PROGRAM AND SUBMIT ANY

SUCH CLAIMS, CONTROVERSIES OR DISPUTES IN ACCORDANCE WITH THEPROGRAM'S STANDARDS, SPECIFICATIONS, PROCEDURES AND RULES,

PRIOR TO SEEKING RESOLUTION OF SUCH CLAIM BY ANY OTHER JUDICIALOR LEGALLY AVAILABLE MEANS.

F. Wavier of Exemplary Damages.

MEMBER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,ANY RIGHT TO OR CLAIM OR ANY PUNITIVE, EXEMPLARY, INCIDENTAL,

INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING,WITHOUT LIMITATION, LOSS OF PROFITS) AGAINST NLCI, ITS AFFILIATES,

AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS,PARTNERS, AGENTS, REPRESENTATIVES, INDEPENDENT CONTRACTORS,


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SERVANTS AND EMPLOYEES, IN THEIR CORPORATE AND INDIVIDUALCAPACITIES, ARISING OUT OF ANY CAUSE WHATSOEVER (WHETHER SUCH

CAUSE BE BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OTHERTORT OR OTHERWISE) AND AGREES THAT IN THE EVENT OF A DISPUTE,

MEMBER SHALL BE LIMITED TO THE RECOVERY OF ANY ACTUAL

DAMAGES SUSTAINED BY IT. IF ANY OTHER TERM OF THIS AGREEMENT ISFOUND OR DETERMINED TO BE UNCONSCIONABLE OR UNENFORCEABLEFOR ANY REASON, THE FOREGOING PROVISIONS OF WAIVER BY

AGREEMENT OF PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL,CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING, WITHOUT

LIMITATION, LOSS OF PROFITS) SHALL CONTINUE IN FULL FORCE ANDEFFECT.

SECTION SEVEN

GOVERNING LOW

(a)It is agreed that this Agreement shall be governed by, construed and enforced inaccordance with the Laws of the State of Texas.

(b) Since the parties acknowledge that significant aspects of performance of thisAgreement will occur in the State of Texas even though the business activities of the

Member may occur anywhere authorized, provisions of this Agreement will be governedand construed under the law of Texas. If conflict or choice of law rules would choose a

law of another jurisdiction, each party waives such rules and agrees the substantive law ofTexas shall nonetheless govern. The parties agree that, without waiver of their rights and

obligations, unless expressly provided to the contrary in this Agreement, the state and

federal courts of Texas shall have exclusive jurisdiction of any litigation between theparties and the Member expressly submits to the jurisdiction and venue of the federal andstate courts sitting in Harris County, Texas with respect to any such litigation.

SECTION EIGHT

ENTIRE AGREEMENT

This Agreement shall constitute the entire Agreement between the parties and any priorunderstanding of representation of any kind preceding the date of this Agreement shall

not be binding upon either party except to the extent incorporated in this Agreement.

SECTION NINE

MODIFICATION OF AGREEMENT

Any modification of this Agreement or additional obligation assumed by either party in

connection with this Agreement shall be binding only if evidenced in writing signed byeach party or an authorized representative of each party.


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SECTION TEN

ASSIGNMENT OF RIGHTS

This Agreement may be assigned by NLCI in the event of a bona fide sale or transfer of

ownership or control of the business to another person or entity; provided however, thatthe assignee shall assume all obligations of NLCI herein, in which case NLCI shall be

released of any further liability to the Member hereunder. The personal rights and abilitiesof the Member are a material inducement to NLCI to enter into this Agreement, and the

Member may not assign this Agreement or to assign any rights (including the right toreceive commissions).

SECTION ELEVEN

NO WAIVER

The failure of either party to this Agreement to insist upon the performance of any of theterms and conditions of this Agreement, or the waiver of any breach of any of the terms

and conditions of this Agreement shall not be cons trued as thereafter waiving any suchterms and conditions, but the same shall continue remain in full force as if no such

forbearance or waiver occurred. No delay, waiver, omission or forbearance on the part ofNLCI to exercise any right, option, duty or power arising out of any breach or default by

Member under this Agreement shall constitute a waiver by NLCI to enforce any suchright, option, duty or power against Member, or as to a subsequent breach or default by

Member. Acceptance by NLCI of any payments due to it hereunder subsequent to thetime at which such payments are due shall not be deemed to be a waiver by NLCI of any

preceding breach by Member of any terms, provisions, covenants or conditions of thisAgreement.

SECTION TWELVE

SEVERABILITY;AMENDMENT

If any provision of this Agreement is held to be illegal, invalid or unenforceable underpresent or future laws in any jurisdiction, that provision shall be ineffective to the extent

of such illegality, invalidity or unenforceability in that jurisdiction and such holding shallnot, consistent with applicable law, invalidate or render unenforceable such provision in

any other jurisdiction, and the legality, validity and enforceability of the remainingprovisions of this Agreement shall not be affected thereby, and shall remain in full force

and effect in all jurisdictions. Except for those permitted to be made unilaterally by NLCIhereunder, no amendment, change or variance from this Agreement shall be binding on

either party unless mutually agreed upon by all the parties hereto and executed by theirauthorized officers or agents in writing.

SECTION THIRTEEN

TERM AND TERMINATION


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(a) The parties agree that this Agreement is AT WILL and may be terminated by eitherparty for convenience with notice to the other party. Additionally, this Agreement may be

terminated by operation of law or upon the death or disability of Member.

(b)This Agreement shall continue in effect until Termination.

(c) Upon the termination of this Agreement, all unpaid commissions earned by Memberprior to the effective date of termination of this Agreement shall be paid by NLCI to

Member within a reasonable period of time, provided Member has not violated any non-competition, non-solicitation or confidential agreement entered into with any other

organization or entity as provided in SECTION THREE CONFIDENTIALITY;COVENANT NOT TO COMPETE above. No further compensation shall be payable to

Member if Member is terminated for cause or has violated any non-competition, non-solicitation or confidential agreement entered into with any other organization or entity as

provided in SECTION THREE CONFIDENTIALITY; COVENANT NOT TOCOMPETE of the membership agreement. However, NLCI shall have the right to offset

against any commissions due to Member the amount of any indebtedness owed byMember to NLCI. Upon Termination of this Agreement and any debt that may thereafter

exist, shall without notice immediately become due and payable and shall bear interest atthe highest rate permitted under applicable law until paid.

SECTION FOURTEENTH

NOTICES

All notices, requests, claims, demands and other communications hereunder shall be in

writing and shall be deemed to have been duly given when delivered in person, by

facsimile (with receipt confirmed), or by registered or certified mail (postage prepaid,return receipt requested) to the respective parties as follows:

If to NLCI:NLC International, Inc.

11807 Westheimer, 550-412Houston, Texas 77077-6790

Tel: 832-794-2100Fax: 972-559-3700

If to Member:

____________________________________________

IN WITNESS WHEREOF each party to this Agreement has caused it to be executed on

the date indicated herein.

Date : ____________


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*First Name ____________ * Last Name ____________

By 1 ) c l ick i n g t h i s b o x , 2 ) t yp i n g m y n a m e i n t h e sp a ce in d i cate d a b o ve , a n d

3 ) c l ick i n g o n t h e I a g ree b u t t o n b e l o w , I s ig n i f y a n d ackn o w l e dg e t h a t I h a ve

rece ived , read , unders tand , and agree to be bound by t he ru les m ade by NLCI n te rn a t i o n a l .

nlc international membership agreement

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