In this Agreement, unless there is anything repugnant to the subject to contest thereof, the expressions listed below shall have the following meanings. The terms and expressions not defined herein shall have the meaning assigned to them in terms of the General Clauses Act 1897, and that interpretation and meaning.

• "Applicable Laws" mean and include any applicable central, state or local law, statute, ordinance, rule, regulation, code, byelaw, government order or direction, judgement, decree or order of a judicial or a quasi-judicial authority.
• "Effective Date" means the date on which the person i.e., the person who hereby undertakes, acknowledges and confirms the terms and conditions of this Agreement.
• "Business Executive or Authorized Business Executive" means a person who refers or introduces or recommends the product to the prospective purchaser.
• "Confidential Information" shall have the meaning ascribed to the term in Clause 10.
• "Referral Fee" shall have the meaning ascribed to the term in Clause 4.

The Business Executive agrees to abide by the following Duties, Terms and Conditions:

• On acceptance of the application by a Business Executive, he/she shall be known as an Authorized Business Executive. He/she shall act only as an Authorized Business Executive and shall not act as an authorized representative, agent or employee of the Company and shall be bound by all the terms, conditions, rules and regulations of the Company.
• The Business Executive is just an introducer of the Company's product. He/she shall not, directly or indirectly, express or imply extensible authority to bind or make any express or implied representation or warranty on behalf of the Company.
• The Business Executive shall not introduce or sell any other products or services which are not approved by the Company through the Company's network of marketing.
• If the Business Executive desires to discontinue his/her Business Executive relationship, he/she may submit his/her resignation to the Company after giving 30 days' written notice to the Company.
• The introduction or referral or recommendation of the products to others is the only option for the Business Executive.
• The Business Executive is not directly or indirectly employed by the Company and hence the Company is not liable for any compensations, salaries, perks, allowances or any statutory liabilities such as PF, Insurance, or any employee benefits, etc. This Agreement shall not constitute any employer and employee relationship between the Company and the Business Executive.

Duties and Taxes

• The Business Executive shall pay all duties, cesses, license fees, taxes and other charges whatsoever in respect of the Agreement or in relation to the product, whether with retrospective or prospective effect. If the Company makes any such payments, the Business Executive shall reimburse the Company within 3 days of receipt of due intimation from the Company in this regard.

• The Company will operate its own viable marketing systems at its sole discretion and the Company also reserves its right to charge, add, amend, alter, modify its rules, regulations, policies, procedures, terms and conditions whenever it is deemed necessary. The Business Executive shall abide by all rules, regulations, policies and procedures as amended and published on its website: teamlifeandsoul.com, by the Company from time to time.
• The Company shall deduct tax at source from the referral fees payable as per the rate prescribed under the Income Tax Act, 1961.

The referral fee and payment to the Business Executive shall be as per the Fee Schedule published by the Company from time to time. The Business Executive shall not be entitled to any other sum or compensation in addition to the Referral Fee. Marshal fee and Life fee, if any payable, shall be at the sole discretion of the Company.

• Any Business Executive found guilty of any contra activities against the aims, rules and regulations of the Company.
• Any Business Executive found guilty of spreading any sort of misleading information.
• Any Business Executive found guilty of disturbing by way of tampering, cross sponsoring the other Business Executive's team.

• This Agreement will commence as of the Effective Date and will continue unless earlier terminated as provided in Clause 5.
• On the occurrence of any of the aforesaid events of default contained in Clause 5, the Business Executive shall be removed without any notice to him/her. He/she can be terminated by the Company at its sole discretion and the Company also reserves its right to take appropriate action against him/her for any loss, damages or costs as provided in law.
• This Agreement is between the Company and the Business Executive. The Business Executive shall not be entitled to transfer or assign any of the rights or obligations under this Agreement to any person directly or indirectly without the prior written consent of the Company.
• Either party will have the right to terminate this Agreement, at any time, by giving thirty (30) days' written notice to the other party. Upon termination of this Agreement, both the parties shall be discharged from all remaining obligations arising from this Agreement.

• The Business Executive shall not issue any press releases nor make any public statements regarding this Agreement without the prior written consent from the Company.

In no event shall either Party be liable to the other party for any indirect, special, incidental, or consequential damages, whether based on breach of contract, warranty, tort (including negligence) or otherwise, even if advised in advance of the possibility of such damage. Either party's total liability under this Agreement shall not exceed the referral fees paid and/or due from the Company.

The Business Executive hereby agrees to indemnify and keep the Company, its officers and directors, employees and its affiliates and their respective successors and assigns and each other person against any loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false representation or warranty or breach or failure by the Business Executive to any Party either express or implied in connection with these transactions.

• The Business Executive or his/her employees or agents and other personnel shall use at least the same care and discretion to prevent disclosure of Confidential Information of the Company as it uses with similar Confidential Information of its own that it does not desire to disclose, but in no event with less than a reasonable degree of care. The Business Executive may use Confidential Information of the Company in order to carry out its obligations hereunder, but in doing so will only allow dissemination of Confidential Information internally on a need-to-know basis (provided such persons are first informed of the confidential nature of such information and directed to use or disclose it only as permitted herein). If the Business Executive must disclose any Confidential Information of the Company as required by law, then the Business Executive may make such disclosure after providing the Company with reasonable notice so that the Company may seek protective relief.
• Nothing herein shall be construed as granting the Business Executive any proprietary rights, by license or otherwise, to any Confidential Information of the Company, or to any invention or any patent, copyright, trademark, or other intellectual property right of the Company except as specifically provided for in this Agreement. The Business Executive shall neither make, have made, use or sell any product or service or other item using, incorporating or derived from any of the Company's Confidential Information except as provided in this Agreement.
• The obligations under this Section 10 will survive the Termination Date, but Confidential Information that is not a trade secret will cease to be protected hereunder two (2) years after the Termination Date. On or before the Termination Date, the Business Executive shall return to the Company all of the Company's Confidential Information embodied in tangible form, and will destroy, unless otherwise agreed, all such other Confidential Information in the Business Executive's possession.
• For purposes of this Section 10, "Confidential Information" means: (1) business or technical information or data (oral, written, electronic or otherwise), including, without limitation, a trade secret (as defined under applicable law), of or about the Company provided or made available by the Company to the Business Executive that is competitively or commercially valuable to the Company and not generally known or readily available by legal means to others; and (2) information regarding the existence, content or status of the business relationship described herein. Confidential Information shall not include information which (i) at the time of disclosure, was published, known publicly, or otherwise in the public domain; (ii) after disclosure, is published, becomes known publicly, or otherwise becomes part of the public domain through no fault of the party receiving the Confidential Information; (iii) prior to the time of disclosure, is known by that receiving party or, after disclosure, is independently developed by that receiving party as evidenced by its written records; (iv) after disclosure, is made available to that receiving party in good faith by a third party who is under no obligation of confidentiality or secrecy to the party disclosing the Confidential Information; or (v) information agreed to be disclosed in accordance with Section 10 hereof.

This Agreement and the service of the Business Executive shall be governed by and construed in accordance with the laws of India. The Courts in the City of Chennai shall have exclusive jurisdiction.

It is hereby agreed that any dispute arising out of or in connection with this Agreement shall be subject to Arbitration. Mr. P.S. Prabu, Advocate, having office at No. 3, 6th Floor, Crown Court, No. 128, Cathedral Road, Gopalpuram, Chennai – 600 086, shall be the sole Arbitrator in the proceedings of such Arbitration. Any and all controversy(ies)/dispute(s)/difference(s)/claim(s) arising out of or in connection with or in relation to this Agreement, including its existence, validity or termination, during its subsistence or thereafter shall be settled by Arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 or any statutory amendments thereof and shall be referred to the above-said Arbitrator. The Award so rendered shall be final and binding on both the parties. The language shall be English, and the venue of such Arbitration shall also be decided by the Arbitrator.

1. 13.1.This Agreement constitutes the entire agreement between the Business Executive and Company and no other promises, representations, guarantees or agreements of any kind shall be valid unless given in writing.
2. 13.2.For all purposes, only the English version will be taken as the official copy. No printed material by the Business Executive is allowed to be circulated without the written approval of the Company. The Business Executive shall be liable to be terminated under the conditions aforesaid and shall be held liable for any claims or damages arising out of such circulations.
3. 13.3.Company shall not be liable for any incidental or consequential damages caused by breach, cancellation or suspension of this Agreement, whether or not the possibility of such damages is known to the Company.
4. 13.4.Company reserves its right to amend rules and regulations.
5. 13.5.Company shall make no refund of any kind.
6. 13.6.Company shall not be responsible for any cash payment made at any place or payments made to any person.
7. 13.7.The Company reserves the rights to alter, amend or revise any of the terms and conditions and may notify the Business Executive of any changes to the terms and conditions in any manner it considers appropriate.
8. 13.8.Any change in the address of the Business Executive shall be intimated to the Company in writing within 7 days of such change.
9. 13.9.All remedies of the Company under this Agreement, whether provided herein or conferred by Statute, Civil Law, Common Law, Custom, Trade or usage, are cumulative and not alternative and may be enforced successively or concurrently.

The Business Executive hereby declares as follows:

1. 14.1.The Business Executive confirms that he/she has completed the age of 18 years prior to this application to the Company and thereby submits this application to the Company for consideration.
2. 14.2.The Business Executive has read the entire Agreement and he/she shall be bound by all the terms and conditions stipulated under this Agreement.
3. 14.3.This Agreement and other documents have been explained to the Business Executive in the language understood by him/her and he/she has understood the entire meaning of all the clauses.
4. 14.4.The Business Executive agrees that this Agreement shall be concluded and become legally binding on the date when the Business Executive agrees and confirms to the terms and conditions.
5. 14.5.The Business Executive agrees herewith that they shall not change the ownership/partners or assign rights in the name of others without prior Company approval.