877 W. Minneola Ave.

# 121671
Clermont, Florida 34712

Nipsie Inc.
INDEPENDENT SALES CONTRACT
THIS CONTRACT is between the Independent Sales Contractor listed below (hereinafter
called Independent Sales Contractor) and between NIPSIE (hereinafter called the NIPSIE INC.).
NIPSIE INC. operates a subscription service and requires a written Contract with the
Independent Sales Contractor. 1. The Independent Sales Contractor is of legal age, and sound
mind to enter into this Contract, which becomes effective on the date signed below.
2. Upon acceptance of this Contract, the individual will become an Independent Sales Contractor
of NIPSIE INC. and will be eligible to participate in the selling and distribution of NIPSIE
INC.s products and services. NIPSIE INC. will service the accounts when products,
subscriptions or services are sold and assist in resolution of customer concerns.
3. Independent Contractor: The Independent Sales Contractor understands that s/he is an
independent contractor, not an agent, employee or franchisee of NIPSIE INC. and will not be
treated as an employee for any purposes including that of the Federal Unemployment Tax Act
and Federal Insurance Contribution Act, the Social Security Act and State Unemployment Act.
NIPSIE INC. shall not maintain Workers Compensation or disability coverage. Independent
Sales Contractor understand and agrees that s/he will pay all applicable Federal and State income
taxes, self-employment taxes, local taxes and/or license fees which may be due because of my
activities under this Contract.
4. The Independent Sales Contractor understands that this Contract supersedes any and all other
Agreements between the parties and is the entire Contract between NIPSIE INC. and the
Independent Sales Contractor. No other additional promises, representations, guarantees or
agreements of any kind shall be valid unless in writing and signed by NIPSIE INC. and the
Independent Sales Contractor.
5. Ruling Law: The place of origin of this Contract is the State of Florida and it shall be
governed in accordance with Florida laws.
6. Binding Arbitration: The undersigned of this Contract do hereby agree to resolve any disputes
or controversy we now have or may have in connection with or rising from this Contract using
binding arbitration. Said arbitration shall be in accordance with the rules and procedures for the
American Arbitration for Orlando, Florida which rules and procedures for arbitration are
incorporated herein by reference and the decision or award by the Arbitrators shall be final,
conclusive and binding upon each party and enforceable in a court of law of proper jurisdiction.
All costs of arbitration shall be shared equally except that each party shall pay his own legal
costs.
7. Marketing: The Independent Sales Contractor agrees not to use NIPSIE INC.s logos,
trademarks, trade names, literature or any other materials in any type of advertising without the

prior written approval of NIPSIE INC. Independent Sales Contractors are encouraged to create
their own marketing materials, however, marketing materials created by the Independent Sales
Contractor must be approved for use by NIPSIE INC. Marketing materials can also be purchased
from NIPSIE INC.
8. Compensation: The Independent Sales Contractor understands that sales are a requirement to
earn commissions but s/he is not required to purchase goods or services. Earnings are solely from
commissions on subscription services sold based upon the plan rate, which can be modified from
time to time.
9. Commissions will be paid in accordance to the Compensation Agreement between the
Independent Sales Contractor and NIPSIE INC.
10. Indemnification: The Independent Sales Contractor indemnifies and hold harmless NIPSIE
INC. from any claims, damages, and expenses including attorneys fees arising out of my actions
or conduct in violation of this Contract.
11. The Independent Sales Contractor is not guaranteed any income, profit or success. The
Independent Sales Contractor will make commissions only on products, goods and services
personally sold by her/him. The Independent Sales Contractor is free to set her/his own hours
and determine her/his own location and methods of selling, within the guidelines of this
Contract.
12. Using sales or recruiting materials not approved by NIPSIE INC. or NIPSIE INC. suppliers is
a breach of contract and may result in termination and end participation in any future
commissions.
13. Inaccurate information supplied by the Independent Sales Contractor is grounds for
termination of this Contract at the option of NIPSIE INC. who can make it void from NIPSIE
INC. inception.
14. No regulatory agency ever endorses or approves any NIPSIE INC. or compensation plan and
NIPSIE INC. makes no claim to anyone.
15. The Independent Sales Contractor will make no statements, claims, representations or
warranties respecting NIPSIE INC.'s products which are not contained in official NIPSIE INC.
promotional materials produced and distributed by NIPSIE INC.
16. The Independent Sales Contractor shall make no false or misleading statements concerning
NIPSIE INC., affiliates or suppliers.
17. Contract Modifications: This Contract may be modified from time to time to meet legal
requirements and changes in economic conditions. NIPSIE INC. agrees to give thirty (14) days
notice of such modification.
18. The Independent Sales Contractor understands NIPSIE INC.'s Policies and Procedures as
well as this Contract and will adhere to them. Any violation of this Contract may result in
termination of same.

19. In order to protect against unauthorized promises which cannot be fulfilled, NIPSIE INC.
shall have the absolute right, at NIPSIE INC. discretion: (A) to refuse to accept any orders
procured through the Independent Sales Contractor and to refuse to ship the goods described
herein; or (B) to make any allowances or adjustments to orders and accept any returns of any
shipments. NIPSIE INC. shall notify the Independent Sales Contractor in writing of such
refusals, allowances or adjustments.
20. Restrictions on products: The Independent Sales Contractor shall sell, on behalf of NIPSIE
INC. or when representing himself as a Contractor of NIPSIE INC. only products and/or services
as approved by NIPSIE INC..
21. Expenses: The Sale Contractor shall be responsible for all expenses incurred by him in
performance of his duties unless otherwise set forth in writing between the parties.
22. Duration of Contract: This Contract shall continue until terminated by either party upon three
(3) days written notice to the other. Upon notice being properly given to terminate, the parties
shall act in a positive, professional and favorable manner towards the customers, and each other
and neither shall take any actions to decrease productivity. NIPSIE INC. may terminate this
Contract for cause upon twenty-four (24) hour written notice to Independent Sales Contractor.
For cause shall be defined as the Independent Sales Contractor acting in a manner which may
cause damage to the business reputation of NIPSIE INC. or in a manner which is in violation of
local, state or federal laws or regulations, or for violating any provision of this Contract.
23. Trade secrets: (A) With respect to NIPSIE INC.s special business techniques, analyses of
the market, forms, software programs, list of customers, and all other information regarding
manufacture or distribution of products, the Independent Sales Contractor acknowledges that all
of such information: (1) belongs to NIPSIE INC; (2) constitutes specialized. and highly
confidential information and not generally known in the industry; and (3) Constitutes trade
secrets of NIPSIE INC. Accordingly, the Independent Sales Contractor recognizes and
acknowledges that it is essential to NIPSIE INC. to protect the confidentiality of such trade
information. (B) The Independent Sales Contractor thus agrees to act as a trustee of such
information and of any other confidential information s/he acquires in connection with his
association with NIPSIE INC.. (C) During the term hereof, and for thirty-six (36) months
thereafter, the Independent Sales Contractor shall not disclose such information to any person,
firm, association, or other entity for any reason or purpose whatsoever, unless such information
has already become common knowledge unless the Independent Sales Contractor is required to
disclose it by judicial process.
24. Non-compete Agreement: NIPSIE INC. has retained the Independent Sales Contractor only
for the purposes set forth in this Contract, and his/her relationship to NIPSIE INC. is that of an
independent contractor. During the term hereof, the Independent Sales Contractor shall not,
directly or indirectly, enter into, or in any manner take part in, any business, profession, or other
endeavor which competes with selling the same products NIPSIE INC. sells during the term of
this Contract and for six (6) months following termination of this Contract. The Independent
Sales Contractor shall not so compete either as an employee, agent, independent contractor,

owner, or otherwise during the term of this Contract and for six (6) months following termination
of this Contract.
25. Restrictive covenant: (A) For a period of six (6) months after the expiration or termination of
this Contract for any reason, whether with or without cause, for a period of time to the length of
the Independent Sales Contractor will not, directly or indirectly, contact any then-existing client
of NIPSIE INC. for any purpose of selling like or similar product lines on behalf of himself or
any other person, firm, NIPSIE INC., or corporation. (B) The parties acknowledge that they have
attempted to limit the Independent Sales Contractor's right to compete only to the extent
necessary to protect NIPSIE INC. from unfair competition. However, the parties hereby agree
that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time,
an arbiter or other trier of fact may modify and enforce the covenant under the circumstances
existing at the time. (D) The Independent Sales Contractor acknowledges that in the event that
his relationship with NIPSIE INC. terminates for any reason, s/he will be able to earn a
livelihood without violating the foregoing restrictions. (E) The Independent Sales Contractor
acknowledges that in the event that his/her ability to earn a livelihood without violation of such
restrictions is a material condition to his retention by NIPSIE INC.
26. Warranty against prior existing restrictions: The Independent Sales Contractor represents
and warrants to NIPSIE INC. that s/he is not a party to any Contract containing a noncompetition clause or other restriction with respect to: (A) the services which s/he is required to
perform hereunder; or (B) the use or disclosure of any information directly or indirectly relating
to NIPSIE INC.'s business, or the services s/he is required to render pursuant hereto.
27. Prohibition against assignment: The Independent Sales Contractor agrees, for herself/himself
and on behalf of her/his successors, heirs, executors, administrators, and any person or persons
claiming under him of virtue hereof, that this Contract and the rights, interests, and benefits
hereunder cannot be assigned, transferred, or similar process. Any such attempt to do so,
contrary to the terms hereof, shall be null and void and shall relieve NIPSIE INC. of any and all
obligations or liability hereunder.
28. Severability: If any provision, paragraph, or subparagraph of this Contract is adjudged by any
court of law to be void or unenforceable, in whole or in part, such adjudication shall not be
deemed to affect the validity of the remainder of the Contract, including any other provision,
paragraph is declared to be separable from every other provision, paragraph, and subparagraph
and constitutes a separate and distinct covenant.
29. Rights upon termination: Upon the termination of this Contract for any reason, whether with
or without cause, the Independent Sales Contractor shall be entitled only to accrued commissions
on those sales already accepted by NIPSIE INC. prior to the effective date thereof. Such accrued
commissions shall be paid to the Independent Sales Contractor within thirty (30) days of NIPSIE
INC.'s receipt of the applicable invoice amounts.
30. Binding-effect: This Contract shall be binding upon, and inure to the benefit of, NIPSIE
INC. and NIPSIE INC. successor, assigns, heirs, legal Contractors, executors, and
administrators. NIPSIE INC. reserves all rights not expressly granted herein.

31. Readings: The headings in this Contract are inserted for convenience only and shall not be
considered in interpreting the provisions hereof.
32. Written Notice: For purposes of this Contract, written notice may consist of U.S. mail (return
receipt), UPS letter (with tracking number), fax or email (with delivery receipt). The mailing
address, fax and email addresses shown herein shall be used for this purpose.
33. Counterparts. This Contract may be executed in two or more counterparts, each of which
shall be deemed an original but all of which together shall constitute one and the same
instrument.
34. Duties of Independent Sales Contractor: Agent will carry out the customary duties of a
Independent Sales Contractor. This includes, but is not limited to, solicitation of new clients and
conducting marketing/promotional efforts in accordance with guidelines established by NIPSIE
INC. The Independent Sales Contractor is financially responsible for creation, reproduction and
distribution of all marketing and sales materials used to solicit the NIPSIE INC.s products and
services. Independent Sales Contractors who are deemed by NIPSIE INC. to not be actively
marketing NIPSIE INC.s products and services, will lose their authorized agent status and may
be compensated in accordance with the currently in-place commission policies for retired agents.
Under no circumstances shall the Independent Sales Contractor accept payment for
services directly from customer unless authorized by NIPSIE INC. All subscription services
must be purchased online at www.nipsie.com or directly from an Independent Sales Contractor
approved by Nipsie for credit card payments. All administrative and back-office functions,
including billing, shall be the sole responsibility of NIPSIE INC. Sale Contractor may be
requested to assist in remedying a situation which has caused a client account to become
delinquent.

NIP Independent Sales Contractor

Description of Services
APPENDIX A

Independent Contractor Agreement between NIPSIE INC., a Florida corporation (Nipsie

Inc.), and the ( Independent Sales Contractor)
Independent Sales Contractor will conduct the following services:

Sell a minimum of 1 NipBox or HomeStore item each month

Complete a minimum of five sales within the first 90 days of the signed contract
Work with the latest online marketing techniques, trends, and strategies
Make important business connections and take advantage of multiple networking
opportunities
Identify advantages and compare organizations products/services.
Plan and organize personal sales strategy by maximizing the Return on Time Investment
Supply Nipsie with oral and written reports on customer needs, problems, interests,
competitive activities, and potential for new products and services.

Arrange a schedule of visits to major potential buyers by contacting people and making
appointments
Speak with other sales and marketing personnel to determine the best methods of
promoting products
Establish customers' needs and explain and demonstrate products to them
Plan and work towards meeting sales targets and budgets
Additional Services may be added by parties by mutual agreement in writing.
Term of Agreement: Until Contract Canceled by NIPSIE INC. or Independent Sales Contractor
in Writing

Compensation Agreement
APPENDIX B.

Independent Sales Contractor Agreement between NIPSIE INC., a Florida corporation

(Nipsie), and the (Independent Sales Contractor)
Nipsie Inc. shall pay the Independent Sales Contractor a 10% commission on all HomeStore
items sold. Nipsie Inc. shall also pay the Independent Sales Contractor commission on all
NipBoxes sold in accordance with Exhibit A below.
Independent Sales Contractors shall perform all the Services as an independent contractor
of Nipsie Inc., and nothing contained herein shall be deemed to create any association,
partnership, joint venture, or relationship of principal and agent or master and servant, or
employer and employee between Nipsie Inc. and Independent Sales Contractors or any of its
Affiliates, employees, or subcontractors thereof, or to provide either party with the right, power
or authority, whether express or implied, to create any such duty or obligation on behalf of the
other party.
a.

Independent Sales Contractors also agrees not to be treated, or seek to be treated, as an

employee of Nipsie Inc. for any purpose, including for the purposes of fringe benefits provided
by the Nipsie Inc., or for disability income, taxes and benefits. Independent Sales Contractors
employees and subcontractors also shall not be deemed an employee of the Nipsie Inc. for any
reason whatsoever. Independent Sales Contractors hereby represents that Independent Sales
Contractors has and at all times will maintain timely payments of all taxes due to the Income Tax
Department and all other government agencies, including withholding and all other taxes
b.

c. Nipsie Inc. agrees to pay Independent Sales Contractors in accordance with Exhibit A.

commission rate schedule. Nipsie Inc. will pay commissions only for NipBox subscriptions
sold. Paid commissions are sent via direct deposit to a valid bank account with the name of
the Independent Sales Contractor listed. If the Independent Contractor does not have a valid
bank account to receive direct deposits, the signed contract between Nipsie Inc. and the
Independent Contractor will be canceled. Once the contract is canceled, earned commissions
will be paid via check or money order. Commissions are paid on the initial NipBox
subscription only. Commissions are not paid on subsequent subscriptions.

Monthly Commission Rate Schedule

Package Plan
NipBox Starter Plan
1 Month Plan
3 Month Plan
6 Month Plan
12 Month Plan

1 - 50 subscriptions sold
$3 per subscription
$4 per subscription
$6 per subscription
$8 per subscription
$10 per subscription

51+ subscriptions sold

$5 per subscription
$6 per subscription
$8 per subscription
$10 per subscription
$12 per subscription

EXHIBIT A

d. Nipsie Inc. payout terms will start and end in accordance to EXHIBIT B. Commissions

earned on NipBox sales by the Independent Sales Contractor between the Start Date and End
Date will be paid via Direct Deposit on the corresponding Direct Deposit Sent Date.
Commissions will be direct deposited in the Independent Sales Contractors Bank Account on
the Direct Deposit Sent dates in accordance to EXHIBIT B. Direct Deposits will not be sent
earlier or later than the corresponding term to the Direct Deposit Sent dates listed in
EXHIBIT B.

Term

Start Date

122 Thursday, August 13, 2015

123 Monday, September 14, 2015
124 Wednesday, October 14, 2015
125 Saturday, November 14, 2015
126 Monday, December 14, 2015

End Date

Direct Deposit Sent

Sunday, September 13, 2015

Tuesday, October 13, 2015
Friday, November 13, 2015
Sunday, December 13, 2015
Tuesday, January 13, 2015

Monday, September 28, 2015

Tuesday, October 27, 2015
Monday, November 30, 2015
Monday, December 28, 2015
Tuesday, January 27, 2015

EXHIBIT B.
e. Nipsie Inc. may, upon notice to Independent Sales Contractors, withhold payments for

NipBox subscriptions canceled before the initial NipBox is shipped to the customer. Nipsie
Inc. must ship the initial NipBox to the customer in order for the sale to be deemed valid.
Nipsie Inc. shall pay all commissions due on initial NipBox subscriptions that are not in
dispute. In the event the Nipsie Inc. withholds any payments from Independent Sales
Contractors due to the Disputed Sale, Nipsie Inc. shall concurrently provide Independent
Sales Contractors with a detailed written notice setting forth the reason(s) for such nonacceptance, and Independent Sales Contractors shall have a reasonable opportunity to correct
such sale. Upon such correction, the withheld amounts shall be promptly paid.
f. INDEPENDENT SALES CONTRACTOR HAS READ THIS AGREEMENT
CAREFULLY AND UNDERSTANDS ITS TERMS.