version: s2 everest 6.0 scanner lease agreement … · checklist of completion ... 10, 11, 12 are...

Version 250909

Name: ____________________________________________________________ Distributor ID: _______________________________ Street Address: ________________________________________________________________________________________________ Phone Number: _________________________________ Email address: ___________________________________________________

Name of Account Manager is: _______________________________________________________________________________________

Loss and Damage Waiver Attached? YES or NO (circle one)

Special shipping and leasing instructions:

n By my Initials here _____, I have read and understood Section 11 (Limitation on Laptop Use) on the Everest 6.0 Scanner Lease.

n Pharmanex BioPhotonic Scanners can only be picked up at 2 Eden Park Drive, North Ryde, NSW 2113, Australia. All Pharmanex BioPhotonic Scanner in New Zealand will be couriered. __________________________________________________

n Yes! Please include me in the online directory as a Scan Operator of web browsers to contact me for a scan. I understand that my city and state (as listed on my account) along with my name will be viewable by those in search of Scanner Operators while visiting www.pharmanex.com.au in Australia or www.pharmanex.co.nz in New Zealand. I understand that if I become unproductive with my scanner and fail to perform scans on a regular basis I may be removed from the online directory.

CHECKLIST OF COMPLETION Lease Documents: (Please Check upon completion)

n The applicant is listed as an associate on the Distributor account

n Pages 1, 8, 10, 11, 12 are attached and completed ***If you are a corporation, you need to fill out both sections 1 and 2 of pages 1, 8, 10, 11, and 12.***

n The primary location is filled out on page 8 section G

n The credit cards listed on page 10 belong to the applicant (Only credit cards belonging to the applicant are accepted)

n Details for two credit cards are completed on page 10 (Two cards must be listed if more than one will show up on your credit report in your name)

n The applicant DIST ID on this cover page matches what is on the lease agreement pgs. 1, 8, 10, 11, 12 If this page is not complete, your S2 Everest scanner shipment will be delayed.

Version: S2 Everest 6.0 Scanner Lease Agreement

Scanner Lease Agreement Australia/New ZealandLease Cover Sheet and Checklist

(This completed cover sheet must accompany any submitted lease agreement. Failure to do so will delay the processing and shipment of your lease agreement)

Internal Processing Only Verified check list _________

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Master Lease and Licensing Agreement

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This Master Lease and Licensing Agreement (“Agreement”) dated ______________ (“the Effective Date”) between Nu Skin Enterprises Australia, Inc. a corporation with an address at 2 Eden Park Drive, North Ryde, NSW 2113, Australia, or between Nu Skin Enterprises New Zealand, Inc. a corporation with an address at Montgomerie Road, Airport Oaks, Auckland 2022, New Zealand and all its successors and assigns, more particularly described in the signature page

(“Lessor”) and __________________________________________________________________________________, having an address at:

___________________________________________________________________________________________________________

___________________________________________________________________________________________________________

and all its successors and assigns, and all the licensees, co-lessees and/or co-licensees more particularly described in the signature page (“Lessee”).The Lessor and the Lessee shall hereinafter be referred to as the “Parties” and either one of them as a “Party”.It is hereby agreed as follows:1. All the Schedules and Exhibits attached to and referred to in this Agreement are part of this Agreement.2. Lease and License - Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the Equipment, and Lessor further agrees to license to Lessee,

and Lessee agrees to license from Lessor, the Related Software, all in accordance with the terms and conditions of this Agreement; provided, however, that this Agreement shall only become effective upon the signing of all documents required pursuant hereto by the Lessor, which will occur only after (i) confirmation by Lessor that Lessee is an Executive Distributor, of Lessor or its affiliates, (ii) Lessee has passed Lessor’s requisite training course in the use of the Equipment and Related Software, and (iii) confirmation by the Lessor that Lessee has fulfilled the Minimum Requirements set out in paragraph 2 of Schedule A. Lessee warrants that it shall use the equipment and related software primarily for business purposes and not for personal, family or household purposes. Lessee further understands and warrants that it shall only use the equipment and related software for the purposes expressly allowed in paragraph 11 of Schedule A.

3. Term – Subject to the Minimum Requirements described in paragraph 2 of Schedule A, the term of this Agreement shall be for a period of thirty six (36) months (“Initial Term”), commencing, for purposes of such 1-month period and the payment of Rental, on the Effective Date. Subject to the Minimum Requirements in paragraph 2 of Schedule A and all the termination provisions in this Agreement, both Parties hereby agree that this Agreement shall be automatically renewed for additional one (1) month periods (“Renewal Term”) at such Rental specified in paragraph 2.2 of Schedule A, subject to a maximum of thirty six (36) months. In addition, this Agreement may be renewed or amended upon such terms and conditions as the Lessor may from time to time notify the Lessee by reasonable notice, and that the renewal or amendment will only take effect upon both Parties’ written agreement.

4. Termination – 4.1 Subject to paragraph 5 of Schedule A, either Party may terminate this Agreement at any time prior to the expiration of this Agreement by written notice

to the other Party, provided that the Lessee shall give at least fourteen (14) days’ prior written notice to the Lessor for such termination. 4.2 All obligations of the Lessee under paragraph 15, 16 and 17 of Schedule A shall survive the expiration or termination of this Agreement. 4.3 Upon the termination of the Master Lease and Licensing Agreement, the Lessee must: (a) promptly return the Equipment and the Related Software to the Lessor; and (b) ensure that all Rental due and payable to the Lessor has been paid.5. Rental and Security Deposit – Lessee shall pay Lessor a rental (which shall be inclusive of the licensing fee for the Related Software) and a security deposit

for the use of the Equipment and the licensing of the Related Software, in the amounts specified in paragraph C and D of Schedule B and on the dates (“Rental Payment Dates”) specified in C.3. of Schedule B.

6. The Lessee agrees to abide by any applicable laws including but not limited to privacy laws which might apply to the use of the Equipment in Australia or New Zealand.

7. Amendments – This Agreement shall be amended by the Lessor from time to time by giving the Lessee reasonable prior notice before such amendments become effective.

8. Governing Law – This Agreement shall be governed by the laws of Australia or New Zealand.In witness whereof, the Parties have caused this Master Lease and Licensing Agreement to be executed on this the _____ day of _____________, 20 ____.

LESSOR/LICENSOR: NU SKIN ENTERPRISES AUSTRALIA OR NU SKIN ENTERPRISES NEW ZEALANDName (print or type): ______________________________________Title: _________________________________________________

Signature: _____________________________________________

(2) LESSEE/LICENSEE (IF A CORPORATION):

Name (print or type): ______________________________________

Name of corporation (if applicable): _____________________________

Distributor ID#: _________________________________________

Signature: _____________________________________________

Title: _________________________________________________

ABN # (Australia): _______________________________________

GST # (New Zealand): _____________________________________

(1) LESSEE/LICENSEE (IF AN INDIVIDUAL):Name (print or type): ______________________________________Distributor ID#: _________________________________________Signature: _____________________________________________Address: ______________________________________________

GILBERT LUM / MATT HALL /LANI ABBOTT

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Master Lease and Licensing AgreementSCHEDULE A

1. The terms specified below and referred to in this Agreement shall have the following meanings: “ADR” shall mean the Automatic Delivery Rewards designed by the Lessor from time to time; “ADR Members” shall mean members of ADR; “Assessments” shall mean all kinds of taxes applicable to this Agreement; “Assignee” shall mean any party to whom this Agreement is assigned; “Certificate of Acceptance” shall mean a certificate of acceptance substantially in the form in Schedule C to this Agreement; “Confidential Information” shall mean any and all information that is unique, proprietary or competitively sensitive to the business of the Lessor and/or any of

its affiliates including, but not limited to, information relating to the Equipment and Related Software, the Lessor’s lists of distributors and representatives, the Lessor’s compensation or commission systems or schemes, pricing methods, historical, current and projected financial information, marketing information, and any and all information, technical data or know-how related to any aspect of the Lessor’s business or technology including data, know-how, formulae, designs, drawings, proposals, specifications, and the terms of this Agreement;

“Distributor” shall mean an independent contractor who has signed a Distributor Agreement with Nu Skin International, Inc.; “Effective Date” shall mean the commencement date of the Initial Term or Renewal Term, where applicable. “Equipment” shall mean the equipment described in Exhibit A to Schedule B to this Agreement; “Events of Default” shall have the meaning described in paragraph 19 of this Schedule; “Executive Distributor” shall mean Distributors with the PIN title of “Executive” or above and such status to be retained throughout this Agreement or such

Distributors carrying such PIN titles as required by the Lessor from time to time; “Group Sales Volume (GSV)” shall mean the number of points earned by the Distributors in a Distributor’s sales group, when they purchase product from Nu

Skin International, Inc. This doesn’t include the volumes of any Breakaway Executive, who has qualified as an Executive, and their GSV. “Initial Term” shall mean the date subsequent to the date on which the Lessee signs the Certificate of Acceptance; “LifePak and/or g3 ADR” shall mean the LifePak® and/or g3™ Gâc Superfruit Blend (“g3” hereinafter) product series ADR determined by the Lessor from time

to time, currently including without limitation the LifePak, LifePak Prime, LifePak Women , g3 Juice twin-pack and g3 Juice 4-pack etc. “Minimum Requirements” shall have a meaning defined under paragraph 2 of this Schedule; “New LifePak and/or g3 ADR Contracts From Scans” shall mean new LifePak, LifePak Prime, LifePak Women or g3 ADR Contracts whereby the first order is

made within 365 days from the date of initial Scan; “Related Software” shall mean the software programs developed and owned by Lessor and/or its affiliates and described in Exhibit A to Schedule B; “Scan Certificate” shall mean a document issued by Lessor or its affiliates that authorises the Scan Certificate holder to be scanned by the Equipment; “Scans” shall mean such scanning activities performed pursuant to the instructions and requirements of the Lessor from time to time; “Term” shall mean the Initial Term and the Renewal Term(s), if any, defined in Section 3 of this Agreement; “User Manual” shall mean such manuals, guidelines and procedures issued by the Lessor from time to time in relation to the operation of the Equipment and

Related Software.

2. Minimum Requirements and Rental- 2.1 The Lessee hereby agrees that during the Term, it/he/she will use its/his best endeavours to continue to: - Maintain Executive status

2.2 Subject to sub-paragraph 2.1 of this Schedule, the Lessee shall pay the Lessor (i) a monthly Rental in accordance with paragraph C of Schedule B or a long-term lease of thirty-six (36) months (or such other rental, if any, as the Lessor may from time to time at its sole discretion decide); and make or maintain (if applicable) a Security Deposit in accordance with paragraph D of Schedule B or its equivalent to/with the Lessor during the Term (provided that the Lessor has the sole discretion to waive the receipt of such security deposit), such deposit to be refundable to the Lessee upon expiration/termination of this Agreement, less any expenses or costs incurred by the Lessor for repairing, fixing and/or reinstating the Equipment and Related Software due to the damage or losses caused by the Lessee or other necessary applications towards the Rental or the Lessee’s other obligations under this Agreement in the event of Default in accordance with paragraph D of Schedule B, and fulfil such other conditions as reasonably determined by the Lessor at its sole discretion from time to time.

3. Lessee acknowledges that - Lessee is entering into this Agreement with the understanding that it is assuming all risks related to any determination that the Equipment cannot be marketed or used without pre-clearance with the Department of Health or its equivalent or other relevant authorities. The Equipment should be only used in non-medical environments and limited medical environments as described on attached Exhibit C to Schedule B.

4. In the event the Equipment is recalled or not cleared for use by the Department of Health or its equivalent or other relevant authorities, this Agreement shall be terminated in accordance with such recall or non-clearance determination. Upon termination, Lessee shall return the Equipment and Related Software to Lessor

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in accordance with paragraph 6 of this Schedule.5. The Lessor (in the event of paragraphs 5.1, 5.2 or 5.3 of this Schedule) and either Party (in the event of paragraphs 5.4 or 5.5 of this Schedule) shall be entitled

to terminate this Agreement forthwith by written notice to the other :5.1 if the Lessee commits a material breach of this Agreement (including without limitation a breach of paragraph 12 of this Schedule) and fails to remedy the

breach within fourteen (14) days (or such other reasonable period as agreed by the Lessor) after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;

5.2 the terms of paragraph 4 and paragraph 13 of this Schedule or upon occurrence of an Event of Default under paragraph 19 of this Schedule;5.3 the Equipment, and/or Related Software is already in the Lessee’s possession/under the Lessee’s custody, if the Lessee fails to fulfil the Minimum

Requirements in the immediate preceding month;5.4 if the other Party becomes bankrupt or is subject to proceedings of liquidation or dissolution, or ceases to carry on business or becomes unable to pay its

debts as they become due; or5.5 the other Party fails to comply with the regulations of any relevant governmental agencies and/or regulatory bodies, resulting in heavy penalties and/or

fines to the non-defaulting Party.6. At the expiration or earlier termination of this Agreement, Lessee will within seven (7) working days return to the Lessor all specifications, procedures and copies

thereof in any form and any other materials, documents containing Confidential Information and any property belonging to the Lessor, the Equipment and Related Software, properly packaged and fully insured, at Lessee’s expense, in the same operating order, repair condition and appearance as on the Effective Date of the Initial Term, except for reasonable wear and tear and depreciation resulting from authorised use thereof. If the Equipment and Related Software are not returned in a timely fashion, or if repairs are necessary to place the Equipment or Related Software in the condition required in this paragraph, Lessee shall continue to pay to Lessor Rental at the last prevailing rate for the period of delay in redelivery, or for the period of time reasonably necessary to perform such repairs together with the cost of such repairs, as applicable. Lessor’s acceptance of such Rental on account of such delay or repair does not constitute a renewal of the Term of the applicable Schedule or a waiver of Lessor’s right to prompt return of the Equipment and Related Software in proper condition.

7. In the event this Agreement is terminated under Section 4.1 of the Agreement, Lessor shall refund to Lessee, on the effective date of the termination, a pro rata portion of such Rental amount based upon (i) the number of days this Agreement has remained in effect and (ii) the monthly Rental in effect at such time, less any amounts due and owing to Lessor, including any Assessments.

8. Rentals and all other sums due under this Agreement shall be paid without notice, demand, counterclaim, setoff, deduction, withholding, recoupment, defence, abatement, deferment or proration due to any cause whatsoever, and Lessee hereby waives and agrees not to assert against Lessor any such defence. Except as expressly provided in this Agreement, Lessee’s obligations shall not be affected by any defect in, damage to, loss of, or interference with the use of the Equipment or Related Software from any cause or by any person or entity.

9. Title; Identification and Warning Label; Location; Inspection –9.1 Title to the Equipment and Related Software (including any replacements, parts, additions, accessories, modifications, upgrades, and enhancements

thereto) shall remain with Lessor or its affiliates at all times, and Lessee shall have no right, title or interest therein other than its leasehold and licensing interests, as applicable, under this Agreement. Lessee will, at its expense, protect and defend Lessor or its affiliates’ title to the Equipment and Related Software and keep them free and clear from any claims, liens, and encumbrances of Lessee’s creditors and other persons or entities.

9.2 The equipment shall at all times be and remain personal property. Lessor or its affiliates shall be permitted to display notice of its ownership by affixing or by having the manufacturer affix to the Equipment and Related Software an identifying stencil, plate or other indicia of ownership, and Lessor or its affiliates shall affix a warning label to the Equipment pursuant to applicable regulatory requirements, and Lessee shall not alter, deface, cover or remove such identification or label. If Lessor requests, Lessee shall place such identification on the Equipment and Related Software and shall not allow any other name to be placed thereon that could be interpreted as a claim of ownership.

9.3 Without prior written consent from the Lessor, Lessee shall not take or permit the Equipment or Related Software to be taken outside of Australia or New Zealand. The Equipment or Related Software can be taken between Australia and New Zealand without prior written consent.

9.4 Lessee agrees to make the Equipment, the Related Software and Lessee’s related records available to the Lessor for whatever purposes including without limitation inspection, upgrading and testing by Lessor for any five (5) days in each calendar month during the Term at any reasonable time.

10. Limitation on Warranties – The Equipment and Related Software will be of the kind and quality described in Schedule B, free of defects in workmanship and, with regard to the Equipment, material, during the Term, reasonable wear and tear excepted. Should any failure to conform to the warranty appear during the Term of this Agreement, Lessor shall, upon receipt of written notification and receipt of the Equipment and Related Software (which shall be properly packaged, insured and shipped to Lessor by Lessee at Lessee’s expense), take steps to correct such nonconformity either by replacing the Equipment and/or Related Software, or component thereof, or by repairing any defective part or parts, at Lessor’s option; provided, however, that the foregoing warranty shall be null and void if Lessee has modified, abused or damaged the Equipment or Related Software, or if the Equipment or Related Software is lost or damaged in shipping; and provided further, that the foregoing warranty shall be immediately null and void if Lessee removes the Equipment or Related Software outside of Australia or New Zealand. The foregoing warranty is in lieu of all other written, oral or implied warranties of lessor and lessor shall not be deemed to have made any other warranties of merchantability, fitness for purpose or other warranties, expressed or implied. Correction of nonconformities in the manner and for the period of time provided above, shall constitute fulfilment of, and the sole remedy for, all liabilities of lessor to lessee, whether based on contract, negligence or otherwise with respect to, or arising out of the use of, the equipment or related software. Lessor shall have no liability to Lessee or any third party for any special, direct, indirect, incidental

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or consequential damages of any sort including, without limitation, damages for personal injury, loss of profits or savings, loss of use, or any other damages, however based, resulting from the operation or use of, or any defects in or malfunctioning of, or Lessee’s inability for whatever reason to use the Equipment or Related Software.

11. Use and Operation of Equipment and Related Software -11.1 Lessee understands and agrees that the Equipment (along with the Related Software) is an analysing tool, for use in determining whether to increase a

person’s intake of certain selected dietary ingredients, specifically carotenoids. The information derived from the analysis obtained from the Equipment and Related Software is to be considered only as a part of an over-all, well rounded approach to good health practices, including regular monitoring of certain dietary intakes, and is not intended to provide an overall nutritional profile. Lessee agrees that it will use the Equipment and Related Software in accordance with this Agreement and the User Manual accompanying the Equipment and Related Software, provided that any such use is in conformity with all applicable laws and regulations, any insurance policies, the warranties of Lessor herein, any warranties of the manufacturer, and any maintenance agreements with respect to the Equipment. Lessee shall not:

11.1.1 permit any other person, firm, or corporation to use the Equipment or Related Software, except as specifically provided in paragraph 11.2 hereof;

11.1.2 use the Equipment or Related Software for any purpose except to help to analyse carotenoid levels in the skin;11.1.3 use the Equipment or Related Software to promote or sell nutritional products except those of Lessor or of Pharmanex, an affiliate of Lessor;11.1.4 make, or allow to be made, any changes or alterations to the Equipment or Related Software without Lessor’s prior written consent;11.1.5 represent that the Equipment or Related Software can diagnose, prevent, mitigate, treat or cure any disease;11.1.6 represent that the Equipment or Related Software will provide a complete health profile or complete nutritional profile, or predict or diagnose the

existence or likelihood of disease, illness, or symptoms of any disease or illness;11.1.7 represent that the Equipment or Related Software is or is not a medical device, medical equipment, or diagnostic device or tool of any kind for

diagnosing illness, disease, or symptoms of disease, or that the Equipment or Related Software is intended to affect the structure or any function of the human body;

11.1.8 use the Scanner as a medical device. The Scanner cannot be used for the diagnosis of any disease or medical condition. Use of the BioPhotonic Scanner will continue to be limited to the promotion of healthy diet and lifestyle habits in any location, and then, only in connection with the sale of Pharmanex® nutritional and dietary supplements; although the BioPhotonic Scanner can now be located in medical or clinical settings, its regulatory status as a non-medical device remains the same.

11.1.9 perform a scan without consent from the person to be scanned; 11.1.10reverse-compile, reverse-assemble or reverse-engineer the Equipment or Related Software or any of the components embedded in, or that

constitute part of, the Equipment, Related Software or any of the peripherals related thereto, nor shall it copy or mimic the expression of the same;

11.1.11install, or attempt to install, any software or other components onto the Equipment, any part thereof, or onto the Related Software, including any of the peripherals related to the Equipment or Related Software;

11.1.12use the Equipment or Related Software for purposes other than performing functions of a sales aid to promote the Lessor’s nutritional products or health supplements;

11.1.13 use or permit anyone to use the Equipment or Related Software in events or functions held by the Lessor, including without limitation events held at office premises of the Lessor such as walk-in-centres, training centres, executive corners, or at non-office premises such as expositions in malls or exhibition halls, unless otherwise proposed by the Lessor in specific events at the Lessor’s sole discretion.

11.2 Lessee may permit other Distributors to use and operate the Equipment and Related Software for the customers and clients of such Distributors; provided, however, that Lessee shall continue to remain liable for all of its obligations under this Agreement, notwithstanding any loss of or damage to the Equipment or Related Software while in the possession of, or under the control of, a Distributor. Lessee agrees that it shall not relinquish possession of the Equipment or Related Software to a Distributor until such Distributor has been trained in the use, benefits and limitations of the Equipment and Related Software, and has obtained Distributor’s agreement to abide by the provisions of Subparagraph 11.1 of this Schedule. Lessee shall also be responsible for ensuring that Distributors do not permit any other person, firm or corporation to use the Equipment or Related Software.

12. Limitation on Laptop Use - The Scanner equipment includes a laptop computer capable of accessing the internet (the “Laptop”). Lessee shall only use the Laptop as necessary to operate the Scanner. The Laptop may not be used to access any internet site except for certain pages of the Lessor’s website that are necessary to properly operate the Scanner. In the event Lessee uses the Laptop to access a website that is not specifically permitted by Lessor, Lessee will be liable for any damages caused by any computer virus, spyware, or other software that affects the Laptop or the Scanner’s ability to operate properly, and the warranty provided in Section 10 of this Agreement shall be null and void. Furthermore, in the event of such unauthorised use of the Laptop, Lessor may, at its own discretion, terminate this Agreement immediately.

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13. Reports – Within 120 hours of each scan of a subject with the Equipment, Lessee shall upload to Lessor an electronic report of all scan information contained on each scan certificate for such 120-hour time period. Any failure by Lessee to do any of the foregoing shall constitute a material breach of this Agreement. In addition to any other remedies available to Lessee under this Agreement or applicable law, the Equipment will automatically prohibit any new scans if Lessee fails to upload the scan information within such 120-hour time period. Thereafter, Lessor may, at its sole option and based on the circumstances, permit the Equipment to perform new scans.

14. Risk of Loss – 14.1 Subject to Paragraph 16 of this Schedule, the Lessor agrees that upon payment of the Rental in accordance with Paragraph 2 of this Schedule, the

Lessee shall not be liable for any loss, theft or damage to the Equipment or Related Software in the event that it is accidentally physically lost, stolen, destroyed or damaged at any time during the Term of this Agreement, save and except for the circumstances as specified in Subparagraph 13.2, but the Lessor has the right to forthwith terminate this Agreement. In all circumstances where a request is made by the Lessee against the Lessor to cover the expense for the repair or replacement of the Equipment or Related Software due to damage, loss or theft, the Lessee shall pay/bear up to the first AUD$1,300/NZD$1,400 for any such successful request.

14.2 The Lessee shall be liable for the amount of the expense of replacing such Equipment and/or Related Software (currently US$5,900 for the Equipment as described on the attached Exhibit A to Schedule B, or its equivalent in local currencies or such other expense as reasonably decided by the Lessor from time to time) (“Replacement Expense”) under any of the following circumstances:14.2.1 loss or damage caused by or arising from any wilful act, negligence, fault or breach of any terms of this Agreement on the part of the Lessee or

any person acting on its/his behalf;14.2.2 acts of fraud or dishonesty of the Lessee or any person acting on its/his behalf;14.2.3 loss, damage or disappearance resulted from the Lessee or any person acting on its/his behalf failing to take due and proper care of and/or to

keep in reasonably safe custody the Equipment and/or Related Software;14.2.4 loss or damage due to operating the Equipment and/or Related Software by the Lessee or any person acting on its/his behalf not in accordance

with the Lessor’s guidelines and instructions from time to time;14.2.5 theft due to wilful or negligent misplacement of the Equipment and/or Related Software; 14.2.6 the failure of the Lessee to provide the Lessor with any police report or supporting evidence to the Lessor’s reasonable satisfaction; or14.2.7 such other reasonable circumstances as informed by the Lessor to the Lessee from time to time.

15. Maintenance and Repairs – Lessee shall keep the Equipment and Related Software in good working order and condition, and will pay for the maintenance and repairs to keep the Equipment and Related Software as such, reasonable wear and tear excepted; provided, however, that all maintenance and repairs shall be made only by or through Lessor.

16. Taxes and Assessments – Lessee shall be responsible for and shall hold Lessor harmless from all documentation and filing fees and all Assessments (if any), but excluding any applicable taxes of Lessor imposed upon or measured by the net income of Lessor in consequence of its receipt of Rental payments. All Assessments (if any) may, at Lessor’s option and without notice to Lessee, be charged to Lessee’s credit card shown on the Schedule, which charges Lessee hereby authorises Lessor to make.

17. Indemnification - Lessee assumes liability for and hereby agrees to indemnify, protect and keep harmless Lessor and its affiliates and their officers, directors and employees from and against any and all liabilities, obligations, losses, damages, injuries, claims, demands, penalties, actions, costs and expenses, including reasonable attorney’s fees and expenses, of whatsoever kind and nature, arising out of the negligent, wilful or improper use, condition or maintenance of the Equipment and Related Software, whether authorised by Lessor or not, or whether arising from use of the Equipment or Related Software by another Distributor or any person acting on the Lessee’s behalf, including but not limited to any use not authorised under paragraph 11 of this Schedule. In addition, any Lessee who is a health care provider and who uploads data from a scan to Lessor without proper authorisation shall indemnify, protect and keep harmless Lessor and its affiliates and their officers, directors and employees from and against any and all liabilities, obligations, losses, damages, injuries, claims, demands, penalties, actions, costs and expenses, including reasonable attorney’s fees and expenses, of whatsoever kind and nature, arising from Lessee’s failure to obtain such authorisation. It shall be the sole responsibility of Lessee to determine if Lessee is a health care provider and subject to specific requirements and standards under all applicable laws, and Lessor hereby disclaims any responsibility therefor or liability in connection with Lessee’s failure to make such a determination or failure to make a correct determination. The indemnities hereunder shall survive the expiration or other termination of this Agreement.

18. Lessor’s Performance of Lessee’s Obligations – If Lessee fails to perform any obligation under this Agreement, Lessor may perform any act or make any payment which it deems necessary for the maintenance and preservation of the Equipment or Related Software and Lessor’s title thereto, and all sums so paid, and legal fees and expenses incurred in connection therewith, will be additional Rental payable by Lessee to Lessor on demand. Any such performance or payment by Lessor will not be deemed a waiver or release of any obligation or default by Lessee.

19. Representations and Warranties of Lessee –19.1 Lessee represents and warrants that: (i) if it is a corporation, it is duly organised, in good standing and qualified to do business wherever necessary for

its operations; (ii) if it is an entity other than a corporation, it is duly organised, registered and validly existing under applicable law and qualified to do business wherever necessary for its operations; (iii) it has duly authorised the execution, delivery and performance of this Agreement and all related documents; and (iv) this Agreement and all related documents are Lessee’s legal, valid and enforceable obligations.

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19.2 Lessee, regardless of whether it is a corporation, partnership, limited liability company or other legal entity, or an individual, hereby represents, warrants, acknowledges and agrees that (i) Lessee has entered into a Distributor Agreement with Nu Skin International, Inc., and is an Executive Distributor of Lessor or its affiliates; (ii) Lessee’s credit card identified on each of the Schedules is in Lessee’s name and is valid and is in full force and effect, and Lessee has authority to authorise Lessor to deduct or receive Rental and all other payments under this Agreement from such credit card; and provided further, that in the event the credit card should expire, be cancelled or lost or otherwise become invalid for whatever reason during the Term, Lessee shall, within five (5) business days, provide Lessor, in writing, information on a valid credit card that Lessor may use to receive all outstanding Rental and other payments due under this Agreement; (iii) Lessee is an independent contractor and as such shall not attempt to speak for or to bind Lessor or its affiliates in any way; (iv) Lessee shall not operate or use, and shall not permit any Distributor or any other person or entity to operate or use, the Equipment or Related Software so as to incur or impose any liability against or obligation on Lessor; and (v) Lessor or an affiliate of Lessor is only allowed to operate the Equipment and Related Software in an area designated by the Lessor at its sole discretion.

20. Default, Remedies and Adverse Credit Notice – 20.1 The following shall be “Events of Default”: (i) Lessee’s failure to pay any Rental when due which continues unremedied for five (5) business days; (ii)

Lessee’s failure to comply with any provision of paragraph 11 of this Schedule; (iii) Lessee’s failure to upload to Lessor an electronic report of all scan information contained on each scan certificate within 120-hours of such scan pursuant to paragraph 12 of this Schedule; (iv) the failure of Lessee’s credit card shown on any Schedule to be valid, for whatever reason, which continues unremedied for five (5) business days; (v) Lessee’s failure to pay any amount other than Rental or perform any other obligation under this Agreement for five (5) business days after notice of non-performance; (vi) the failure of any of Lessee’s representations or warranties herein or in any related document to be correct in any respect at any time; (vii) Lessee dissolves or ceases to do business as a going concern; (viii) Lessee sells all or substantially all of its assets, merges or consolidates with or into, or reorganises with, any entity; (ix) Lessee’s insolvency, bankruptcy or assignment for the benefit of creditors, or the appointment of or Lessee’s consent to the appointment of a trustee or receiver for Lessee or a substantial part of its property; (x) Lessee’s failure to perform any obligation under its Distributor Agreement or any other agreement with Lessor or Lessor’s affiliates, or any other creditor; (xi) the existence of any judgments or any pending or threatened proceedings that may adversely affect Lessee; or (xii) an adverse change in Lessee’s financial condition as a result of which Lessor, in good faith, deems itself or the Equipment to be insecure. The term “Default” throughout this Agreement shall mean an Event of Default or an event which would be an Event of Default with only the passage of time or the giving of notice, or both.

20.2 At any time after an Event of Default, Lessor may, at its option, exercise any one or more of the following remedies and any other remedies under applicable law: (i) by written notice, terminate this Agreement, whereupon Lessee’s rights to possess and use the Equipment and Related Software shall cease; (ii) render the Equipment and Related Software unusable by Lessee; (iii) by court action, enforce Lessee’s performance of this Agreement and/or recover damages for its breach; (iv) whether or not this Agreement or a Schedule is terminated, cause Lessee to promptly return the Equipment and Related Software in accordance with paragraph 6; (v) at any hour, without notice, and without liability except for malicious acts, enter Lessee’s or any other premises and take possession of or render unusable the Equipment, including any attachments thereon whether or not such attachments are the property of Lessor, and the Related Software; (vi) retain, use, re-lease, re-license or sell, as applicable, at public or private sale the Equipment and any attachments thereon and the Related Software; (vii) recover, by appropriate action either at law or in equity, all accrued and unpaid Rental and other amounts payable under this Agreement (including all of Lessor’s costs (including Equipment and Related Software replacement costs) and any decrease in the value of any Equipment and Related Software resulting from Lessee’s failure to maintain, operate or deliver the Equipment and Related Software as required by this Agreement).

20.3 In addition to the remedies set forth in paragraph 19.2 above, Lessor may, at its option, recover by set off against bonuses due to Lessee under the Distributor Agreement, by charging to Lessee’s credit card or otherwise, the relevant amounts.

20.4 Lessor’s remedies shall be cumulative and in addition to all other legal or equitable remedies. No express or implied waiver of any Default shall waive any later Default. Lessor’s complete or partial delay in exercising or failure to exercise any right shall not waive or exhaust such right or any other right. Any action by Lessee against Lessor relating to this Agreement must be commenced within one (1) year after any such cause of action accrues.

21. Further Assurances – Lessee agrees that throughout the Term it will provide additional entity documents and execute additional documents, and perform further acts, as may be reasonably requested by Lessor in order to protect Lessor’s right, title and interest in and to the Equipment and Related Software and/or to carry out the purposes of this Agreement.

22. Assignment – Lessee acknowledges that it may not assign or in any way transfer or dispose of all or part of its rights or obligations under this agreement without the prior written consent of Lessor. Lessor may assign its rights under this agreement at any time.

23. Tax Benefits – Lessee acknowledges that Lessor is the owner of the Equipment and Related Software for all tax purposes, and as such is entitled to take all relevant depreciation deductions. Lessee agrees that it will not take any depreciation deductions, with respect to the Equipment or Related Software. Lessor’s rights under this paragraph 22 shall survive expiration or other termination of this Agreement. For purposes of this paragraph 22, “Lessor” shall include any group of which Lessor is a member that files a consolidated income tax return.

24. Force Majeure – The obligations of Lessor hereunder shall be suspended to the extent it is hindered or prevented from complying therewith because of the manufacturer’s inability to perform for whatever reason, labour disturbances (including strikes and lockouts), war, riots or civil commotion, acts of God, fires, floods, explosions, storms, accidents, governmental regulations or interference or any cause whatever beyond its control.

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25. Confidentiality –25.1 The Lessee agrees that, during and after the term of this Agreement, the Lessee shall maintain in confidence all Confidential Information and shall

not disclose any Confidential Information to any third party or use any Confidential Information for any purpose whatsoever except as contemplated by this Agreement. In maintaining the confidentiality of Confidential Information, the Lessee shall exercise the same degree of care that it exercises with its own confidential information, and in no event less than a reasonable degree of care. The Lessee shall, without limiting its obligation to maintain the Confidential Information in confidence, use commercially reasonable efforts to ensure that each of its employees and contractors holds in confidence and makes no use of any Confidential Information for any purpose other than those permitted by this Agreement. The Lessee shall use its best efforts to ensure that no person other than its customers and distributors shall have access to the Confidential Information without the prior written consent of the Lessor, and shall restrict access to Confidential Information to those having a need for access thereto.

25.2 The obligation of confidentiality contained in this Agreement shall not apply to the extent that (i) either party is required to disclose information by order or regulation of a governmental agency or a court of competent jurisdiction, provided, however, that such party shall not, to the extent possible, make any such disclosure without first notifying the disclosing party and allowing the disclosing party a reasonable opportunity to seek injunctive relief from (or a protective order with respect to) the obligation to make such disclosure, or (ii) the party receiving disclosed information can demonstrate that (A) the disclosed information was at the time of such disclosure already in, or subsequently becomes part of, the public domain other than as a result of actions of the receiving party, its affiliates, employees, consultants, agents or subcontractors in violation hereof; or (B) the disclosed information was received by the receiving party on an unrestricted basis from a source unrelated to the disclosing party provided the receiving party has no knowledge or reason to know that such party is under a duty of confidentiality with respect to such information.

25.3 The Lessee acknowledges and confirms that the Confidential Information constitutes valuable proprietary information and trade secrets of the Lessor and/or its affiliates and that the unauthorised use, loss or outside disclosure of such information shall cause irreparable injury to the Lessor and/or its affiliates. The Lessee shall notify the Lessor immediately upon discovery of any unauthorised use or disclosure of Confidential Information of the Lessor, and will cooperate with the Lessor in every reasonable way to help regain possession of such information and to prevent its further unauthorised use. The Lessee acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure of the Confidential Information and that the Lessor shall be entitled, without waiving other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, and shall be entitled to recover reasonable attorneys’ fees for any action arising out of or relating to a disclosure of such Confidential Information.

25.4 The Lessee shall, upon the request of the Lessor, return to Lessor all Confidential Information, including any copies or reproductions thereof, in Lessee’s possession or control.

26. Lessor acknowledges that it shall – (a) reasonably provide the Lessee with consultancy services on a gratuitous basis and at its sole discretion in response to the Lessee’s queries on the operation, warm-up, calibration and data upload of the Equipment or the Related Software; and (b) reasonably provide the Lessee and their delegated operators on the operational training of the Equipment or the Related Software.

27. Miscellaneous – The rights herein granted to Lessor shall also apply to its affiliated and subsidiary companies. The failure of either Party to insist upon the performance of any term or condition of this Agreement or to exercise any right hereunder on one or more occasions shall not constitute a waiver or relinquishment of its right to demand future performance of such term or condition, or to exercise such right in the future. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement and such Schedule(s), including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. All notices and other communications required or permitted to be given under this Agreement shall be transmitted in writing to the address on the Schedule by registered post, by electronic mail, or by facsimile.

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Master Lease and Licensing AgreementSCHEDULE B

This Schedule is entered into pursuant to the Master Lease and Licensing Agreement dated as of _________________(the “Master”) between Lessor, identified below, and Lessee, the individual or entity identified below. All terms and conditions of the Master are incorporated herein, and all capitalised terms not otherwise defined in this Schedule shall have the meaning set forth in the Master. Lessor and Lessee reaffirm as of the date hereof all terms, representations and warranties in the Master. This Schedule shall alone constitute the chattel paper for purposes of perfecting a security interest.A. Equipment, Equipment Type and Related Software. Personal property and related software as described on the attached Exhibit A, which is incorporated

herein by this reference.B. Expiration Date. One (1) month from the Effective Date, unless automatically renewed for additional one (1) month periods or such periods in accordance to

Section 3 of this Agreement. C. Rental.

C.1. AU$275.00/NZ$325.00 (inclusive of GST) per month for the Equipment Type of S2 Scanner as described on the attached Exhibit A;C.2. The Equipment and the Equipment type are described on the attached Exhibit A. C.3. Rental subject to the Equipment Type as described on the attached Exhibit A per month or its equivalent, plus all Assessments, shall be due and payable

on the seventh (7th) business day of each month commencing with the first full month following Lessee’s execution and delivery of the Certificate of Acceptance. Each Rental payment, and all Assessments, shall be payable by Lessee’s credit card, which information appears on Exhibit B hereto.

D. Security Deposit. The amount of AU$660.00 / NZ$800.00 which amount is in addition to, and shall not be applied to, the Rental except in the event of a Default under this Agreement. The Security Deposit may also be applied to other Lessee’s obligations under this Agreement in the event of a Default hereunder. The Security Deposit shall be due and payable upon the execution by Lessee of the Certificate of Acceptance, and shall be refundable in accordance with the terms of this Agreement.

E. Credit Card Information for Rentals, Security Deposit, Assessments and Other Amounts: See Exhibit B attached hereto and incorporated herein by this reference.

F. Renewal at Expiration. Subject to the Minimum Requirements in paragraph 2 of Schedule A and subject to any other amendments by the Lessor at its sole discretion, this Schedule shall be automatically extended from month to month, in accordance with the provisions of Section 3, Term, of the Master which shall all be due and payable monthly, in arrears, by valid credit card, on the same Rental Payment Dates as under the Initial Term, subject to the early termination provisions and terms of this Agreement; provided, however, that the limited warranty set forth in paragraph 10 of Schedule A of the Master shall not, as stated in such paragraph, apply to any Renewal Term.

G. Primary Location. The Equipment and Related Software shall be kept primarily at:___________________________________________________________________________________________________________

____________________________________________________________ Telephone Number: ( ) ___________________________

H. Other Terms: Any additional terms and conditions shall be set forth on an attached Exhibit C, which shall then be automatically incorporated herein by this reference.

In witness whereof, the parties have executed this Schedule to Master Lease and Licensing Agreement as of this_____ day of _________________, 20___, and Lessee’s signatory warrants his/her authority to sign as Lessee or on Lessee’s behalf.

(1) LESSEE/LICENSEE: Name (print or type): ______________________________________

Address: _____________________________________________

____________________________________________________

Distributor ID#: _________________________________________

Signature: _____________________________________________




Distributor ID#: _________________________________________

Address: ______________________________________________

____________________________________________________

Signature: _____________________________________________

Title: _________________________________________________

ABN # (Australia): _______________________________________

GST # (New Zealand): _____________________________________

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LESSOR/LICENSOR: NU SKIN ENTERPRISES AUSTRALIA OR NU SKIN ENTERPRISES NEW ZEALAND

Name (print or type): ______________________________________Title: _________________________________________________

Signature: _____________________________________________


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EXHIBIT A TO SCHEDULE BEQUIPMENT

Quantity: ____________________________________________________________________________________________________

Vendor: NU SKIN ENTERPRISES AUSTRALIA/ NU SKIN ENTERPIRSES NEW ZEALAND

Serial No(s). of Scanner S2 System(s): ________________________________________________________________________________

Serial No(s). of Dell Laptop(s): _____________________________________________________________________________________

Description:The term “Scanner” as used in this Agreement means: Pharmanex BioPhotonic Carotenoid Antioxidant Scanner System version 2 (S2) (the “S2 Scanner System Everest Edition”), manufactured by Pharmanex, consisting of hardware and software, including the following: (i) one BioPhotonic scanner which emits a blue light source; (ii) one encasement which houses the light source and spectrometer; (iii) one Dell laptop computer (the “Laptop”) (which receives the data from the optical scanner), including but not limited to the processor, AC adapter, cables, liquid crystal displays (including a Latitude), compact disc drive, hard drive, keyboard, base, battery, memory modules, internal modem, connectors, documentation, and all software provided with the Laptop or embedded therein or in any of the foregoing Laptop components or accessories; (iv) all Related Software, which means any proprietary software development tools, software libraries, rendering engines, content and other software or computer programming code, including all program output in the form of screen displays, graphics, printer output, plotter output and sounds that are part thereof relating to the S2 Scanner System (and whether embedded in the S2 Scanner System or residing on the Laptop), and in which Lessor shall retain all authorship and ownership rights, title and interest, subject to the licensing rights granted to Lessee under the Agreement; and (v) carrying cases for the S2 Scanner System and the Laptop, whether any of the foregoing (i) through (v) are now owned or hereafter acquired or developed, together with all additions, replacements, enhancements and modifications, and all proceeds and products thereof. The term “Related Software” means any proprietary software development tools, software libraries, rendering engines, content and other software or computer programming code, including all program output in the form of screen displays, printer output, plotter output and sounds that are part thereof relating to the Scanner (and whether embedded in the Scanner or residing on the laptop used therewith), that are in existence and owned by Lessor as of the Effective Date, and in which

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EXHIBIT B TO SCHEDULE BCredit Card Information For Lease, Security Deposit, Assessments and Other Amounts

Primary Credit Card (tick one):

n VISA n MasterCard

Credit Card Number (PRINT CLEARLY) n n n n n n n n n n n n n n n n CW n n nExp. Date _______ /_______

Card Holder Name as it Appears on the Credit Card ________________________________________________________

Secondary Credit Card (tick one):

n VISA n MasterCard

Credit Card Number (PRINT CLEARLY) n n n n n n n n n n n n n n n n CW n n nExp. Date _______ /_______

Card Holder Name as it Appears on the Credit Card ________________________________________________________




Distributor ID#: _________________________________________

Address: ______________________________________________

____________________________________________________

Signature: _____________________________________________

Title: _________________________________________________

ABN # (Australia): _______________________________________

GST # (New Zealand): _____________________________________

(1) LESSEE/LICENSEE:


Address: ______________________________________________

____________________________________________________

Telephone No.: __________________________________________

Distributor ID#: _________________________________________

Signature: _____________________________________________

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EXHIBIT C TO SCHEDULE B - Other TermsApproved environments that can make use of the Equipment

1. The Equipment can be used in non-medical environments.

2. The Equipment can be used in the following limited medical environments: Chiropractic Offices Dental Offices Naturopath Offices Dietician or Nutrition Centres Physical Therapy Offices (Physiotherapists) Anti-Aging Clinics Pharmacies Podiatrist Offices Optometrist Offices Osteopathic Physician Offices

3. The Equipment CAN NOT be used in the following medical environment: Hospitals Medical Schools Diagnostic Laboratories Emergency Treatment Centres Outpatient Surgery Centres



Address: ______________________________________________

____________________________________________________

Telephone No.: __________________________________________

Distributor ID#: _________________________________________

Signature: _____________________________________________




Distributor ID#: _________________________________________

Address: ______________________________________________

Signature: _____________________________________________

Title: _________________________________________________

ABN # (Australia): _______________________________________

GST # (New Zealand): _____________________________________

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LESSOR/LICENSOR: NU SKIN ENTERPRISES AUSTRALIA OR NU SKIN ENTERPRISES NEW ZEALAND

Name (print or type): ______________________________________Title: _________________________________________________

Signature: _____________________________________________


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Master Lease and Licensing AgreementSCHEDULE C

CERTIFICATE OF ACCEPTANCE

Lessee/Licensee (“Lessee”), having entered into a Master Lease and Licensing Agreement and a Schedule to Master Lease and Licensing Agreement (collectively, the “Agreement”), both dated as of _____________________, with Nu Skin Enterprises Australia Inc. / Nu Skin Enterprises New Zealand Inc.as Lessor/Licensor (“Lessor”), does hereby certify to Lessor that as to the equipment listed in Exhibit attached hereto (the “Equipment”):

1. As evidenced by this Certificate of Acceptance, Lessee acknowledges receipt, in good condition and satisfactory delivery and installation, of all of the Equipment and certifies that Lessor has fully and satisfactorily performed each and every covenant and condition to be performed by it under the Agreement between Lessor and Lessee.

2. Lessee hereby accepts the Equipment, programmed or not programmed (if applicable), and waives, insofar as Lessor and its assignees are concerned, any reservations as to the condition, correctness, capability or capacity of the Equipment or any associated software, and understands that any shortcomings in the Equipment (including any associated software), its operation or programming, without reservation, shall not be grounds for the withholding of any payments or other amounts due or to become due under the Agreement.

3. The Equipment described herein is not being accepted on a trial basis. In the event decal or metal plates have been supplied, they have been properly affixed.4. Lessee acknowledges that the Equipment is of a size, design, capacity and manufacture selected by Lessee and that the Equipment is suitable for Lessee’s

purposes.5. There are and will be no liens, security interests or encumbrances against the Equipment arising by or through Lessee, except the interests of Lessee and Lessor

under the Agreement.6. There exists no event of default or condition which, but for the passing of time or giving of notice or both, would constitute an event of default under the

Agreement.7. The Equipment is personal property and will not become either real property or inventory or, without the prior written consent of Lessor, fixtures.8. The equipment will be used by lessee for performing functions of a sales aid to promote the lessor’s nutritional products or health supplements only. In no event

shall the equipment be used for the lessee’s personal, family or household purposes.




Distributor ID#: _________________________________________

Address: ______________________________________________

Signature: _____________________________________________

Title: _________________________________________________

ABN # (Australia): _______________________________________

GST # (New Zealand): _____________________________________



Address: ______________________________________________

____________________________________________________

Telephone No.: __________________________________________

Distributor ID#: _________________________________________

Signature: _____________________________________________

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Please mail or fax completed form to:AUSTRALIA: P.O. Box 116, North Ryde BC, NSW 1670 • Phone: (612) 9491 0900 • Fax: (612) 9491 0907

NEW ZEALAND: P. O. Box 107145, Auckland Airport, Auckland 2150 • Phone: (649) 254 4180 • Fax: (649) 254 4181 © 2

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