Signup Agreement Form

Independent sales agreement terms and conditions
******************************************************** 
This Agreement is made between Luv to Scrap!, L.L.C., a Utah Limited Liability Company, doing business as MemoryWorksTM, hereinafter referred to as “Company”, and the Applicant, hereinafter referred to as Salesperson” or “Consultant”.  This agreement shall be made effective subject to the approval of 
my application by the Company, as evidenced by the shipment of my new Independent Consultant Kit.  I understand that I shall be bound to the terms and conditions of this agreement upon the receipt of my application by the Company: 
1.  term of agreement.  This Agreement is for a term of one calender year.  This Agreement will continue in effect each year thereafter unless either party gives 
the other party written notice of termination.  It is MemoryWorks policy that a sales transaction of $75.00 or more per year is required to remain an active consultant, 
whether through personal sales, customer, or party sales.  If you fail to generate $75.00 or more in sales in a 12-month period, you will be considered an inactive con- 
sultant and will no longer receive the benefits constituted of active consultant status—including the 20% product discount/commission.  If you have failed to generate 
$75.00 in sales transactions either through personal sales or party sales during this period, but would still like to continue to be an active consultant to maintain your 
benefits for the following 12-month period, you will be required to pay the original fee to be reinstated as a MemoryWorks consultant again. 
2.  independent consultant status.  The Salesperson is an Independent Consultant and is not controlled by the Company.  The Salesperson acknowledges that 
they are not an employee, agent, franchisee, joint venturer, partner or owner of the Company.  Salesperson represents that they have not been convicted of any crime 
involving moral turpitude or a felony and that he or she is over 18 years of age.  The Salesperson represents that he or she will comply with all federal and state laws 
and will bear all responsibility for the payment of all applicable federal and state income taxes, as well as other applicable taxes, license requirements, and fees attributed 
to sales activities and earnings.  Salesperson understands that he or she is an independent contractor and is not covered by any laws covering employees, including but 
not limited to social security, federal or state unemployment tax, income withholding tax or federal insurance contributions.  The Salesperson authorizes the Company 
to collect and remit proper sales taxes to the applicable governmental agencies where the Company is so licensed, as a result of Salesperson’s purchases and resale of 
Company products. 
3.  salesperson’s exclusive duty.  The Salesperson agrees to market the Company’s product at retail prices as listed by the Company.  The Company may imple- 
ment special discounts where it will sell product below retail price.  Salesperson agrees to conform to the Company’s sales, recruiting and incentive programs that are 
introduced on occasion.  Salesperson will demonstrate reasonable care and good judgement in promoting MemoryWorks name and products in a professional manner 
favorable to both parties as outlined in the business manual. 
4.  twenty percent (20%) product discount.  The Salesperson will receive a twenty percent (20%) discount for personal consultant purchases.  Salesperson un- 
derstands that only registered MemoryWorks consultants are allowed a 20% product discount on product purchases.  Hostess rewards apply only to customer hostesses 
whose party sales generated reach qualifying levels for Hostess Rewards as set forth by Company. 
5.  twenty percent (20%) commission.  The Salesperson has carefully reviewed the Company’s compensation procedures for receiving a twenty percent (20%) 
commission on all net retail sales generated.  Said compensation policy and procedures is made a part of this Agreement by reference.  The Company may modify my 
compensation upon giving written notice.  Salesperson acknowledges that MemoryWorks is not a multi-level direct sales business, and does not provide override, bonus 
or volume commissions.  
6.  salesperson may not contact vendors.  The Company has gone to significant efforts to secure positive relations with vendors and suppliers, and the Salesper- 
son may not directly contact or conduct business with the Company’s vendors.  All correspondence with the vendors must be conducted through the Company.  If the 
Salesperson violates this provision, in addition to any damages suffered by the Company, the Company may obtain a restraining order restraining the Salesperson from 
further contact with the Company. 
7.  salesperson may not represent themself as agent.  The Salesperson may not represent their self as an Agent of any vendor or for the Company. 
8.  use of company intellectual property.  Salesperson understands that the Company’s logos, trademarks, graphic images and copyrighted material (collectively 
the “Intellectual Property”) belong to the Company and any use of the Intellectual Property must be in strict compliance with the Company’s policies, which may be 
amended by the Company at any time.  If the Salesperson violates this provision, in addition to any damages that are suffered by Company, a restraining order may issue 
against the Salesperson enjoining the Salesperson from any future activity.  A restraining order will issue whether or not the Company has suffered damages. 
9.  salesperson’s good faith and fair dealing.  Salesperson shall represent the Company in a truthful and honest manner.  Salesperson agrees to conduct business 
dealings and associations with customers, potential recruits, fellow Consultants and the Company in an ethical fashion and will abide by the intent of this agreement, 
business guide , Company policies, and any amendments thereto.   
10.  geographic territories.  The Salesperson recognizes that there are not geographical or territorial restrictions on his or her MemoryWorks business, in exception 
to restricting sales and recruiting to the 50 states of the United States of America, the District of Columbia, and the United States Territories. 
11.  termination.  Either party may terminate this Agreement without cause.  Termination will be effective upon sending written notice of termination by regular mail. 
12.  attorney’s fees and interpretation.  If either party breaches this Agreement, the breaching party shall pay the other person’s attorney fees and costs.  This 
Agreement shall be interpreted under the laws of Utah and the parties agree to submit to the jurisdiction of Utah, venue in Weber County. 
13.  merger.  All oral representations are merged into this Agreement and it becomes the final agreement between the parties. 
14.  agreement not effective.  This Agreement is not effective until signed by both parties.  Salesperson understands that this Agreement is only valid upon execu- 
tion by the Company.  Salesperson represents that he or she has read the Agreement in it’s entirety and shall be bound by it’s terms.
Last Revised 09/05

I Agree*
I Do Not Agree


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Signup Agreement Form Independent sales agreement terms and conditions ******************************************************** This Agreement is made between Luv to Scrap!, L.L.C., a Utah Limited Liability Company, doing business as MemoryWorksTM, hereinafter referred to as “Company”, and the Applicant, hereinafter referred to as Salesperson” or “Consultant”. This agreement shall be made effective subject to the approval of my application by the Company, as evidenced by the shipment of my new Independent Consultant Kit. I understand that I shall be bound to the terms and conditions of this agreement upon the receipt of my application by the Company: 1. term of agreement. This Agreement is for a term of one calender year. This Agreement will continue in effect each year thereafter unless either party gives the other party written notice of termination. It is MemoryWorks policy that a sales transaction of $75.00 or more per year is required to remain an active consultant, whether through personal sales, customer, or party sales. If you fail to generate $75.00 or more in sales in a 12-month period, you will be considered an inactive con- sultant and will no longer receive the benefits constituted of active consultant status—including the 20% product discount/commission. If you have failed to generate $75.00 in sales transactions either through personal sales or party sales during this period, but would still like to continue to be an active consultant to maintain your benefits for the following 12-month period, you will be required to pay the original fee to be reinstated as a MemoryWorks consultant again. 2. independent consultant status. The Salesperson is an Independent Consultant and is not controlled by the Company. The Salesperson acknowledges that they are not an employee, agent, franchisee, joint venturer, partner or owner of the Company. Salesperson represents that they have not been convicted of any crime involving moral turpitude or a felony and that he or she is over 18 years of age. The Salesperson represents that he or she will comply with all federal and state laws and will bear all responsibility for the payment of all applicable federal and state income taxes, as well as other applicable taxes, license requirements, and fees attributed to sales activities and earnings. Salesperson understands that he or she is an independent contractor and is not covered by any laws covering employees, including but not limited to social security, federal or state unemployment tax, income withholding tax or federal insurance contributions. The Salesperson authorizes the Company to collect and remit proper sales taxes to the applicable governmental agencies where the Company is so licensed, as a result of Salesperson’s purchases and resale of Company products. 3. salesperson’s exclusive duty. The Salesperson agrees to market the Company’s product at retail prices as listed by the Company. The Company may imple- ment special discounts where it will sell product below retail price. Salesperson agrees to conform to the Company’s sales, recruiting and incentive programs that are introduced on occasion. Salesperson will demonstrate reasonable care and good judgement in promoting MemoryWorks name and products in a professional manner favorable to both parties as outlined in the business manual. 4. twenty percent (20%) product discount. The Salesperson will receive a twenty percent (20%) discount for personal consultant purchases. Salesperson un- derstands that only registered MemoryWorks consultants are allowed a 20% product discount on product purchases. Hostess rewards apply only to customer hostesses whose party sales generated reach qualifying levels for Hostess Rewards as set forth by Company. 5. twenty percent (20%) commission. The Salesperson has carefully reviewed the Company’s compensation procedures for receiving a twenty percent (20%) commission on all net retail sales generated. Said compensation policy and procedures is made a part of this Agreement by reference. The Company may modify my compensation upon giving written notice. Salesperson acknowledges that MemoryWorks is not a multi-level direct sales business, and does not provide override, bonus or volume commissions. 6. salesperson may not contact vendors. The Company has gone to significant efforts to secure positive relations with vendors and suppliers, and the Salesper- son may not directly contact or conduct business with the Company’s vendors. All correspondence with the vendors must be conducted through the Company. If the Salesperson violates this provision, in addition to any damages suffered by the Company, the Company may obtain a restraining order restraining the Salesperson from further contact with the Company. 7. salesperson may not represent themself as agent. The Salesperson may not represent their self as an Agent of any vendor or for the Company. 8. use of company intellectual property. Salesperson understands that the Company’s logos, trademarks, graphic images and copyrighted material (collectively the “Intellectual Property”) belong to the Company and any use of the Intellectual Property must be in strict compliance with the Company’s policies, which may be amended by the Company at any time. If the Salesperson violates this provision, in addition to any damages that are suffered by Company, a restraining order may issue against the Salesperson enjoining the Salesperson from any future activity. A restraining order will issue whether or not the Company has suffered damages. 9. salesperson’s good faith and fair dealing. Salesperson shall represent the Company in a truthful and honest manner. Salesperson agrees to conduct business dealings and associations with customers, potential recruits, fellow Consultants and the Company in an ethical fashion and will abide by the intent of this agreement, business guide , Company policies, and any amendments thereto. 10. geographic territories. The Salesperson recognizes that there are not geographical or territorial restrictions on his or her MemoryWorks business, in exception to restricting sales and recruiting to the 50 states of the United States of America, the District of Columbia, and the United States Territories. 11. termination. Either party may terminate this Agreement without cause. Termination will be effective upon sending written notice of termination by regular mail. 12. attorney’s fees and interpretation. If either party breaches this Agreement, the breaching party shall pay the other person’s attorney fees and costs. This Agreement shall be interpreted under the laws of Utah and the parties agree to submit to the jurisdiction of Utah, venue in Weber County. 13. merger. All oral representations are merged into this Agreement and it becomes the final agreement between the parties. 14. agreement not effective. This Agreement is not effective until signed by both parties. Salesperson understands that this Agreement is only valid upon execu- tion by the Company. Salesperson represents that he or she has read the Agreement in it’s entirety and shall be bound by it’s terms. Last Revised 09/05 I Agree* I Do Not Agree
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