Business Partner Agreement

Eqology markets and sells natural health food and skin
care products to the Scandinavian market. The company’s
business idea is to sell our products directly to consumers
by network sales through independent Business Partners.


1. Background

1.1 Eqology is a wholly owned Norwegian company established in 1998, operating throughout the
Nordic region. Eqology is wholly owned by Eqology ASA, http://ir.eqology.com.
The business markets and sells its own health food and skin care products by direct marketing through our independent Business Partners. We are continuously working to develop our portfolio further, also within other categories.

1.2 The Business Partner wishes to participate in the marketing and sale of health food, skin care and other products within Ecology’s business area.

1.3 This agreement regulates the rights and obligations for the collaboration between Eqology and the Business Partner.


2. How to become an EQ Business Partner

2.1 In order to become a Business Partner for Eqology, the Business Partner must meet the
following criteria:
i) Purchase the EQ Business Kit. Read more about how to proceed at biz.eqology.com.

ii) Be an Eqology customer with a point scoring auto order.

iii) Be a private individual of at least 18 years of age (independent of whether the
business is organised through a company).

iv) Not personally possess or control a company which already has a current Business Partner agreement with Eqology.

v) Create only one Business Partner position in Eqology, and no more than two positions per household with separate identities, such as husband and wife or company name. The second position must be placed and sponsored by the main ID one. Both positions must be placed in the same EQ organisation.


3. The Business Partner’s activities

3.1 The Business Partner’s activities consist of recruiting new customers and Business Partners to Eqology. The Business Partner is remunerated for such activities in accordance with item 5 of this agreement.

3.2 The Business Partner’s activities are conducted at the Business Partner’s own expense and risk.


4. The Business Partner’s obligations

4.1 The Business Partner shall follow up new and existing customers and Business Partners in his or her network through sale and marketing of Eqology products. The Business Partner shall also recruit new customers and Business Partners in order to build his or her organisation. The Business Partner shall attend events organised by Eqology.

4.2 The Business Partner shall act loyally towards Eqology and in line with Eqology’s basic values: “honest and determined”. The Business Partner shall strive to promote the interests og Eqology to the extent that this can be reasonably expected of the Business Partner.

4.3 You are an ambassador for Eqology. This simply means that it is important to appear trustworthy
and make sure that you do not offend anyone.

4.3 The Business Partner must at all times provide accurate information with regard to address, emailaddress, telephone number, bank account and credit card number to Eqology.

4.4 It is the Business Partner’s responsibility that all customers registered are real customers and Business Partners.


5. Remuneration

5.1 The Business Partner is remunerated for recruiting and sales work in accordance with the current
bonus plan (Our Compensation Plan) for Eqology Business Partners (the bonus plan). Eqology reserves the right to make modifications to the bonus plan. Any modifications will be discussed with the major Business Partners.

5.2 The current bonus plan is, among other things, based on the Business Partner’s position, revenue in the Business Partner’s network as well as other current applicable criteria. The current bonus plan will be available at biz.eqology.com.


6. The Business Partner’s further rights

6.1 The Business Partner is entitled to attend the sales and marketing events which Eqology find sensible and reasonable to arrange for its Business Partners at its discretion, as well as to participate in an other event or competition arranged by Eqology provided that the Business Partner meets Eqology’s criteria for such participation.

VISION

Our business
is to change lives

MISSION

Eqology is a Scandinavian network company that encourages a healthy lifestyle by offering
natural products of high quality.

Through usability and accessibility our goal is to make a healthy life achievable for everyone, every day. Eqology is positioned to grow internationally. We do this by providing freedom and economic opportunities to an expanding network of Business Partners. In Eqology, we understand our responsibility and we build our business on strict ethical standards.

VALUES

Determined

We are a company whose people have a solid dose of can-do spirit and passion. Determined is a word that reflects our employees’ desires and aspirations about meeting our shared objectives. It also it says a lot about the demands placed upon them. Employees and Business Partners alike are expected to have the focus and determination needed to make it in our industry. Self-motivation and strength are also concepts that fit into our value of being determined, which is a natural trait for everyone working for or with Eqology.

Honest

Eqology also considers it important to have a strong moral and ethical foundation. Honest is essential to us in a variety of ways. One aspect is maintaining transparency about our operations and our products: Basic responsible conduct. Another side is about being honest with ourselves and having the courage to stand out in a crowd.


7. Eqology’s  obligations

7.1 Eqology is obligated to remunerate the Business Partner in accordance with the current bonus plan.

7.2 Eqology is obligated to arrange management and/or sales meetings for the company’s
Business Partners or a selection of these to the extent that Eqology deems it appropriate.

7.3 Eqology shall prepare sales and marketing material, and shall, to the extent that Eqology deems
it appropriate, distribute such material to the Business Partner.

7.4 Eqology is obligated to remove Business Partners who do not comply with this agreement.


8. Rights to EQ’s  logos and profile

8.1 Eqology has exclusive right to determine how Eqology’s logos, profile, and brand name, etc.,
are to be used.

8.2 The Business Partner has no right to use Eqology’s logos, brand name, profile, pictures, etc. on materia or templates not distributed by Eqology, unless he or she has obtained prior written consent. The prohibition includes, among other things, the use of logo, profile and brand name on the Business Partner’s or third party websites, films, flyers or social media.

If Eqology requires that such use shall cease, the Business Partner is expected to ensure that this is done immediately.

8.3 In the event that Eqology changes its name, including its logos and profiles, this provision 8. shall apply correspondingly to logos, brand name, profiles, etc. for Eqology’s new name, logos, and profile, if any.


9. Transfer of the agreement

9.1 The Business Partner cannot assign or transfer the agreement in any way, neither free of charge or for a fee, unless otherwise determined in this agreement or the company approves.

9.2 If the Business Partner dies, the position can be inherited by his or her spouse/partner and children.

9.3 The Business Partner may enter into the agreement with, or later assign the agreement to, a limited company wholly owned by the Business Partner, or the Business Partner and his/her spouse, (the distribution company) provided that:

The Business Partner (or the Business Partner and his/her spouse) is the only employee of the distribution company. In the role as an employee, the Business Partner performs his or her activities in accordance with item 3 and complies with the Business Partner’s obligations in accordance with item 4.

The Business Partner’s obligations according to the agreement rest with the Business Partner and the distribution company jointly and severally, while the Business Partner’s right according to the agreement can be invoked by either the Business Partner, the distribution company, or by these jointly.

9.4 If the Business Partner assigns the agreement to a distribution company in accordance with the above, the Business Partner is obligated to give Eqology prior written notice of the transfer, as well as make sure that Eqology receives updated information in accordance with item 4.3.

9.5 Upon subsequent transfer of one or more shares in the distribution company, the distribution
company is obligated to transfer, and the Business Partner is obligated to take over the agreement unless otherwise agreed with Eqology.


10. Attempts to manipulate the bonus plan

10.1 If the Business Partner attempts to manipulate the bonus plan or in other ways circumvent the rules for obtaining and receiving commission, this is considered breach of contract.

10.2 Some examples of such break of contract, the list is not exhaustive:
i) Registering larger orders on purpose in order to obtain a new title, and then return the goods in the subsequent period(s).


11. Breach and termination

11.1 Any violation of the agreement is regarded as breach of contract.

11.2 Among other things, the following are considered substantial breach of contract:
i) Transfer of the agreement from the Business Partner in violation of item 9 of the agreement.

ii) Bankruptcy of the Business Partner.

iii) The Business Partner, a company controlled by the Business Partner or someone in the Business Partner’s household having another current distribution agreement with Eqology in violation of item 2.1 iii).

iv) The Business Partner violating item 4.2 of the agreement regarding loyalty.

v) The Business Partner violating item 4.4 on registering real customers, i.e. fictional customers who do not exist. This applies in all contexts giving advantages to the Business Partner.

vi) The Business Partner violating item 12 of the agreement regarding prohibition against crossline.

iv) The Business Partner violating item 13 of prohibition against competition.

viii) The distribution company violating the transfer duty in item 9.

ix) Repeated or substantial breaches of the other provisions of this agreement.

11.3 The above conditions apply correspondingly to the distribution company. If the distribu tor or his/her distribution company defaults on the agreement, this is considered default by the Business Partner as well as by the associated distribution company.

11.4 Upon substantial breach of this contract, this agreement can be terminated with immediate
effect.

11.5 No remuneration or commission will be paid upon termination of the agreement.


12. Prohibition against recruitment of existing customers and Business Partner(crossline)

12.1 The Business Partner cannot recruit existing customers (subscribers) and/or Business Partners within the Eqology network, or customers and/or Business Partners who have been active within the Eqology network during the past six months.

12.2 If the Business Partner ends his/her Business Partner relationship with Eqology, the Business Partner cannot become a Business Partner for, or a customer (subscriber) of, Eqology
during the first six months after the agreement expires. Neither can the Business Partner change his/her Business Partner relation ship in order to become a Business Partner in another Business Partner’s network.


13. Prohibition and against competition and recruitment

13.1 The Business Partner cannot be employed in, run or be otherwise associated with competing
businesses, including enter into an agreement of future association with such competing business. Also, the Business Partner cannot contribute to, or attempt to contribute to, the transfer of other Eqology Business Partners to competing businesses or that other Eqology Business Partners end their Business Partner relationships with Eqology.

Competing business means any form of network marketing, irrespective of what products are being sold and irrespective of geographical association (competing business). Ordinary
health food business is not considered competing business as long as the business is not conducted by means of network marketing.

13.2 If the Business Partner is associated with, or establishes an association with, competing business, the Business Partner shall immediately notify Eqology in writing. This also applies to businesses where there are grounds for doubt regarding the competitive relationship.


14. Right to offset

14.1 The company can set off any claim the company has against the Business Partner when disbursing remuneration, as long as this is not in violation of applicable law.


15. OTHER PROVISIONS

15.1 The agreement is subject to Eqology’s current guidelines for Business Partners.


16. Right to withraw

16.1 As a member of the Direct Selling Association, we follow their ethical guidelines for the purchase of start packages. This means that a 28 day unconditional regret and return policy applies when purchasing an EQ Business Kit, provided that it is unused.

The EQ Business Kit is considered used when registering customers and/or Business Partners, and if products/material are opened. Upon return you must pay return costs in accordance with the postal service’s prevailing rates. Return postage for unclaimed packages is paid by the customer.


17. Duration

17.1 Unless otherwise stated in this agreement, or the agreement is cancelled in accordance with
current legislation, the agreement applies without ceasing.


18. Legal venue and governing law

18.1 The agreement is regulated by Norwegian legislation, insofar as aberrant regulation does not
follow other countries’ mandatory law, and the agreement is subject to the mandatory legislation of such a country.

18.2 The parties shall seek to resolve any dispute regarding this agreement amicably. If the parties cannot agree, the agreement shall be brought before Norwegian courts, with Asker and Bærum District Court as the proper legal venue.