137160-11430Momentum Plus, Inc. INDEPENDENT DISTRIBUTOR<br />1650 S. Amphlett Blvd., #226, San Mateo, CA 94402 APPLICATION AND AGREEMENT<br />U.S.A Phone: (480) 245-5046 Fax: (415) 887-7974 P.I Phone: 63-2-915-0276 Cell 0927-574-2000<br />ApplicantName:Social Security/ Federal Tax :Co-Applicant’s Name:Co-Applicant’s ID No*:Address:City, State Postal Code:Email:Phone: Fax:<br />Agent SponsorName:ID NumberAddress:City, State Postal CodeEmail:Phone: Fax:Signature:I agree to fulfill the obligations of the Director Sponsor of the applicant as described in the Momentum Plus Policies and Procedures.<br />Agent PlacementName:ID NumberAddress:City, State Postal CodeEmail:Phone: Fax:Signature:I agree to fulfill the obligations of the Placement Sponsor of the applicant as described in the Momentum Plus Policies and Procedures.<br />ENROLLMENT and OPTIONS—SELECT BELOW FORMCHECKBOX DISTRIBUTION AGENT PACK $108 US or 5,000 PHP. Includes Sales Kit with 1 IP Phone with 2 Accounts and one $6 load 280PHP load. Also Includes Agent Panel Online Management System. Full Training, Support, IT manuals. Wholesale Purchasing. Become a Tawag Broker and get paid from sales of other sales agents and sub agents. FORMCHECKBOX DELUXE DISTRIBUTION CENTER $150 or 7,500 PHP. Includes Sales Kit, $12US or 560PHP worth of loads. 4 IP Numbers with Coupon generation. Comes with Agent Dist Panel Online Management System. Comes with 1 Green USB Phone And 1 Blue USB phone. Tawag Center and Mobile Tawag Center business enhancement. FORMCHECKBOX PREMIER DISTRIBUTION CENTER $535 US or 25,000 PHP. Includes 10 USB Phones, $60 US or 2,800PHP worth of loads 20 IP Numbers, Coupon Generation, Premium Agent Panel Online Management System. Extensive Administrative Panel, Tawag Center, Mobile Tawag Center, Call Shop Manager for Internet Café’s plus a detailed Agent Tracking system. 1 Extensive Sales Kit and Tarpauline and brochures.. Placement 1 2 3 4Method of payment is indicated below. Please Print Carefully FORMCHECKBOX Credit Card FORMCHECKBOX Cash FORMCHECKBOX Check FORMCHECKBOX D.C ID#_____________ D.C Name____________________________ Name on Card: _______________________________________________ (# on back of card)Card Number:_______________________________________________ EXP____________ CVV2 #__________Signature of Card Holder: __________________________________________Date: _____________ FORMCHECKBOX Deposit to Account Name: Lance Lomako BDO Bank Peso Account: # 3430129324 Total amount deposited $_________ By signing below, I apply to become a Momentum Plus, Inc. (“Momentum Plus”) IBO. I certify that I am of legal age (the age of majority) for the state or province in which I reside. I have carefully read the terms and conditions on the back of this application and agreement, the Momentum Plus Policies and Procedures, and the Momentum Plus Marketing and Compensation Plan, and agree to abide by all terms set forth in these documents. I understand that I have the right to terminate my Momentum Plus independent business at any time, with or without reason. I agree that such termination must be in writing._________________________________________________________________________________________________Applicant's SignatureDateCo-Applicant's Signature (if applicable) DateYou, the buyer, may cancel this transaction at any time prior to midnight of the third business day after the date of this transaction. See the reverse side of this form for an explanation of this right. Revised 1/15/2010<br />IBO – Momentum Plus Distributor / Agent Agreement<br />Terms and Conditions as a Momentum Plus Inc. Distributor / Agent<br />I understand and agree that:1. I am of legal age in the state of my residency. I agree that I am an independent contractor, responsible for determining my own business activities and not an agent, employee or legal representative of the Company. I will not represent in any manner that I am an agent or representative of the Company. I am responsible for the payment of all federal and state self-employment taxes and any other tax required under any federal, state or regulatory or taxing agency. I am responsible to pay all applicable sales taxes if not a California resident. I will remit applicable sales taxes with each order where applicable unless I have on file with the Company a copy of statement of my tax resale number in the state of my residency. Representative signing the Independent Distributor Application and Agreement affirms that they are authorized to enter into this agreement on behalf of the person or company listed as applicant.2. I understand that I will become a Distributor upon acceptance of this application by the Company, at its home office in San Mateo, California, and shall have the right to sell products and services offered by Momentum Plus Inc. in accordance with Company marketing programs and policies and I have the right to enroll distributors in Momentum Plus Inc. 3. There is no product purchase requirement to become a Momentum Plus, Inc. Distributor. I understand that any products purchased in connection with becoming a distributor are optional. 4. I understand that the acceptance of this Application does not constitute the sale of a franchise or of a distributorship, and no exclusive territories have been granted to anyone, and that no franchise fees have been paid, nor am I acquiring any interest in a security by the execution of this Agreement. I agree that as a Momentum Plus, Inc. distributor I am not an employee, agent, partner, legal representative or franchisee of Momentum Plus, Inc. I am not authorized to and will not incur any debt, expense, obligation, or open any checking account on behalf of, or in the name of Momentum Plus, Inc. I understand that I shall control the manner and means by which I operate my Momentum Plus, Inc. distributorship, subject to my compliance with these Terms and Conditions, policies and procedures and the Momentum Plus, Inc. Marketing and Compensation Plan (all of which are collectively referred to as the "
). I agree that I will be solely responsible for paying all expenses incurred by myself, including but not limited to travel, food, lodging, secretarial, office, long distance and other expenses. I UNDERSTAND THAT I SHALL NOT BE TREATED AS AN EMPLOYEE OF Momentum Plus, Inc. FOR FEDERAL OR STATE TAX PURPOSES. Momentum Plus, Inc. is NOT responsible for withholding, and shall not withhold or deduct from my bonuses and commissions, if any, FICA FICAH, or taxes of any kind unless such withholding becomes legally required. 5. I understand as a Momentum Plus, Inc Distributor, I am not guaranteed any income, nor am I assured of any profits or success. I understand that any financial reward will be based on ability, personal effort and initiative. In this connection, I shall not represent directly or indirectly that any person may or will earn any stated amount or income nor that all Distributors will succeed. I UNDERSTAND AND AGREE THAT THE BINARY MARKETING PLAN AND ANY OTHER PLAN USED BY Momentum Plus, Inc FOR MARKETING ITS PRODUCTS HAS SPECIFIC REPORTING AND TIME SENSITIVE QUALIFICATION REQUIREMENTS. IT IS THE RESPONSIBILITY OF THE DISTRIBUTOR TO UNDERSTAND THESE AND COMPLY. FAILURE TO DO SO MAY AFFECT THE DISTRIBUTOR'S COMMISSIONS, AND NO EXCEPTIONS CAN BE MADE. 6. I understand that all compensation is generated in accordance with the Momentum Plus, Inc Compensation Plan, which is based upon retail product sales to the ultimate consumer. No Distributor will receive any compensation whatsoever for the act of sponsoring or recruiting other Distributors into the Company. ALL PAPERWORK AND/OR PAYMENTS COLLECTED BY DISTRIBUTORS FROM NEW RECRUITS MUST BE SENT TO THE COMPANY NO LATER THAN 48 HOURS FROM THE TIME THE NEW RECRUIT SIGNS THE FORMS. PURPOSEFULLY WITHHOLDING PAPERWORK FROM THE COMPANY ADVERSELY AFFECTS THE NEW DISTRIBUTOR AND IS GROUNDS FOR IMMEDIATE TERMINATION. 7. To the extent permitted by law, the Company shall not be liable for, and Distributor hereby releases Momentum Plus, Inc from, and waives all claims for any loss of profits, indirect, direct, special or consequential damages or any other loss incurred or suffered by a Distributor as a result of (i) the breach by a Distributor of the Agreement, (ii) any incorrect or wrong data or information provided by a Distributor or (iii) the failure to provide any information or data necessary for the Company to operate its business, including without limitation, the enrollment and acceptance of a Distributor into the plan or the payment of commissions. Each Distributor shall indemnify and hold harmless the Company; its affiliates, present companies, subsidiaries, shareholders, officers and directors, employees and agents from any claim, damage, liability or expense (including attorney fees and court costs) asserted or suffered by any of them arriving out of (a) Distributor's breach of the terms and conditions of this Agreement or the manual, (b) Distributor's business practices or (c) Distributor's failure to comply with any applicable federal, state or local regulation. (iv) The promotion or operation of my Distributorship and any activities related to it (e.g., the presentation of Momentum Plus, Inc products or Compensation and Marketing Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.) 8. I may not assign any rights or delegate my duties under this Agreement without the prior written consent of Momentum Plus, Inc, which consent shall not be unreasonably withheld. Any attempt to transfer or assign this Agreement without the expressed written consent of Momentum Plus, Inc renders this Agreement voidable at the option of Momentum Plus, Inc and may result in termination of my distributorship. 9. A Distributor may not use the MPlus, Inc. trade name, logo, copyrighted material, trademarks or service marks except in materials provided by the Company nor act as a spokesperson for the Company or MPlus, Inc. products, in any way to any media or publication. A Distributor may not own or use an Internet domain name that is like or similar to MPlus Company or product names or domain names. Any Distributor that owns or uses such a domain must surrender ownership of the domain name to MPlus. Furthermore, only literature or materials produced, designed, published and provided by MPlus, Inc., or otherwise authorized in writing by the Company, may be used. ANY USE OF UNAUTHORIZED LITERATURE IS STRICTLY PROHIBITED AND IS GROUNDS FOR TERMINATION. FURTHERMORE, ANY UNAUTHORIZED ADVERTISING OF MPlus, Inc. PRODUCTS OR THE MARKETING PLAN IN ANY FORM, BE IT PRINT OR ELECTRONIC (INCLUDING THE INTERNET, TELEMARKETING, OR BULK MAILINGS) IS STRICTLY PROHIBITED AND IS GROUNDS FOR IMMEDIATE TERMINATION. I UNDERSTAND THAT UNAUTHORIZED USE OR DUPLICATION OF TRADEMARKS OR COPYRIGHTED MATERIALS IS A VIOLATION OF FEDERAL LAW. 10. In presenting MPlus products and the distributor positions to prospects, I agree that such presentations shall be strictly according to the following format and that I will be terminated as a Distributor if I fail to do so. In each presentation of the Distributor position, the prospect shall be directly informed that no initial product purchase is required to become an MPlus Distributor. 11. I agree that I shall sell the majority in dollar cost (over 70%) of my wholesale product orders to non-Distributor consumers prior to reordering product. Retail sales records shall be maintained and subject to review and verification upon Company request. 12. Momentum Plus provides the following fulfillment to its Distributors: A new Distributor's packet of sales literature whether or not optional sales materials are purchased; shipment of ordered sales aids and products within ten days of receipt of order and clearance of funds, subject to availability of items ordered; calculation and payment of Distributor commissions. Payment terms on Distributor purchases: check, money order or credit card with order. No credit purchases of C.O.D.'s available. Commissions are payable to Distributors according to the Momentum Plus Distributor Compensation Plan which is incorporated herein by reference. 13. Refunds and/or cancellations of sales shall reduce the accumulated sales volume for all upline Distributors in the marketing structure credited for any such refunded or cancelled sale. If a Distributor in the distributor's downline requests and receives a refund after commissions from that sale have been paid, the company will debit the distributor's (and/or the distributor's direct sponsor's) future commissions for the amount of the refund. 14. Commissions for all funded orders will be paid under the provisions of the Momentum Plus compensation plan, which compensation plan is incorporated herein by reference. 15. ABSOLUTELY NO CHANGE OF SPONSOR OR ORIGINAL BC PLACEMENT WILL BE ALLOWFD FOLLOWING RECEIPT OF APPLICATIONS AND/OR ORDERS AT COMPANY OFFICES. Change of original sponsor is not permitted. Distributor and customer lists and names are owned by Company and may never be used for any commercial purpose without prior written consent of Company. During the term of this Agreement and for 90 days thereafter, Distributor shall not, directly or indirectly solicit Distributors or customers of Momentum Plus to other network marketing organizations, except as to personally sponsored Distributors/customers. 16. Cross-Sponsoring. A Distributor may not sponsor another MPlus, Inc. Distributor into any other network marketing company, with the exception of distributors personally sponsored to MPlus, during distributorship (or an interest in any MPlus distributorship), and for a period of 60 days after termination as an MPlus distributor. In addition, no Distributor may participate in any action that causes another Distributor to be sponsored through someone else into another network marketing company. An important investment is made when a sponsorship occurs, thus forming a valuable business relationship between two Distributors. MPlus, Inc. believes it has the responsibility to protect these relationships and regards cross sponsoring as grounds for termination. Distributors may not cross sponsor or allow themselves to be cross-sponsored into any other downline leg or organization within the MPlus, Inc. program. During the term of this agreement distributor shall not, directly or indirectly, offer to sell like or similar products and services to those offered from time to time by MPlus, Inc. nor shall distributor participate as a distributor in any other network marketing company which has like or similar products. Discussion or promotion of other network marketing opportunities and/or products in connection with any MPlus related activities is strictly prohibited.<br />I have Read and I Understand the Terms and Conditions____________ (Please Initial)<br /> 17. Periodically, the Company may supply information in the form of data, genealogies, reports and other material, as well as information to the Distributor concerning the Associate's organization, product purchases and product mix. Such information is proprietary and confidential to MPlus, Inc and is transmitted to the Distributor in strictest confidence. The Distributor agrees to keep any and all such information, including but not limited to, customer information, financial information or information regarding the Momentum Plus, Inc Distributors, confidential, and not to disclose such information to any third party directly or indirectly, nor use the same to compete with Momentum Plus, Inc directly or indirectly, or use the same to adversely effect Momentum Plus, Inc or benefit any other direct sales company. 18. I understand that as a Momentum Plus, Inc Distributor I am responsible for supervising and supporting Distributors I sponsor into the program and in my commissionable downline. I agree to maintain monthly communication and support to those Distributors in my commissionable downline by way of the following, or combination thereof: personal contact, telephone communication, written, fax or email communication, and attendance at Distributor meetings. 19. The MPlus, Inc. Independent Distributor Refund policy shall be as follows: Distributors may return sales aids and unused wholesale products in reusable and resalable condition at any time within 10 days of purchase and receive 90% refund. Shipping and Handling costs for returned items shall be born by Distributor. Refund payment will be made within 30 days of actual receipt of returned items. Deposits refundable upon written request within 60-days of termination of this distributorship. Request for refund may cancel this Agreement at the option of the Company. The Company will honor refund policies provided by any state or federal law applicable to Distributor (New Mexico-one year; Georgia and Massachusetts-No time limit as to obligated commission qualification wholesale purchases.) 20. If any provision of this Agreement is held to be invalid, all other provisions shall remain valid. 21. In order to maintain a viable Marketing Program and to comply with changes in federal, state or local laws or economic conditions, Momentum Plus, Inc may amend Policies and Procedures and Rules and Regulations for distributors from time to time, as well as modify its distributor Compensation Program. The company may at certain times, to maintain the viability of the company, place a ceiling equal to forty-two percent of the company's gross sales revenue on the total commission to be paid to the distributor force. Company reserves the right to adjust commission checks if necessary to comply with this provision. Such Policies and Procedures and Rules and Regulations and Compensation Plan modifications, and all changes thereto shall upon notice to Distributor become a binding part of this Agreement. 22. This Agreement shall be governed by the laws of the State of California and shall be binding upon the heirs, successors and assigns of Momentum Plus, Inc and distributor. In the event a dispute shall arise between distributor and Momentum Plus as to their respective rights, duties, and obligations under this Agreement, or in the event of a claim or breach of this Agreement, Momentum Plus and Distributor agree that such disputes shall be exclusively resolved pursuant to binding arbitration under the Commercial Rules of the American Arbitration Association with arbitration to occur at San Mateo, CA. The arbitrator may award, in addition to declaratory relief, preliminary or permanent injunctive relief, compensatory damages, and shall award reasonable costs and attorneys' fees to the prevailing party. Awards of attorneys' fees and/or costs shall continue through any arbitration appeal or enforcement proceeding. The decision of the arbitrator shall be final and shall be entitled to enforcement in any court of competent jurisdiction. This provision shall not be construed so as to prohibit either party from obtaining preliminary or permanent injunctive relief in any court of competent jurisdiction. This provision shall survive the termination or expiration of this Agreement. Louisiana Distributors arbitrate at New Orleans, Louisiana. 23. I understand the Agreement, including the compensation plan, incorporated herein by reference, constitutes the entire agreement between the parties, and no other uses, representations, guarantees or agreements of any kind shall be valid unless in writing. 24. I agree that as an MPlus, Inc. Distributor, I shall place primary emphasis upon the selling and distribution of MPlus, Inc. consumer products to end- user consumers. Distributors resident in the States of Maine, North Dakota, Michigan, Indiana and West Virginia are limited to $495.00 in purchases as a Distributor from the Company during the first 6-months of Distributor status. Permissible Distributor purchases shall be automatically modified to comply with the exemption requirements set for the in states' laws regulating business opportunities. 25. I understand that no attorney general or other regulatory authority ever reviews, endorses or approves any product, compensation program or company and I will make no such claim to others. 26. I understand for purposes of this Agreement and all correspondence between Momentum Plus, Inc and myself, the location of Momentum Plus, Inc and myself as shown on this Agreement shall be deemed to be the correct location until such time as written notification of a change in location is provided by the other party. 27. I will not make false or misleading statements about Momentum Plus Distributor position or Company products, including but not limited to claims that Company products diagnose, cure or prevent disease. Display of commission checks and the making of income projections to prospective Distributors is prohibited. 28. Momentum Plus, Inc.'s business relationships with its suppliers and manufacturers are confidential. Unless otherwise authorized by Momentum Plus Inc., a Distributor may not contact, directly or indirectly, speak to or communicate with any representative of any of Momentum Plus, Inc.'s suppliers or manufacturers. 29. I understand the Company may, and intends to, at its sole discretion, terminate my Distributor's status if I violate any of the terms or conditions of this Agreement. 30. By entering my Social Security (or Federal Tax Identification Number, if applicable) on this Distributor Application and Agreement, I certify that this number is my correct taxpayer identification number and I have not been an Momentum Plus, Inc. Distributor, or a partner, shareholder or principal of any entity having an MPlus, Inc. distributorship within the past six months. There can only be one distributorship per SS# or Fed Tax ID number, and no more than three distributorships per household. I understand that any intentional misrepresentation of any information I provide on this Distributor Application and Agreement may result in action by Momentum Plus, Inc., up to and including termination of this Agreement. 31. Momentum Plus, Inc may modify these Terms and Conditions and such modifications shall be binding upon the Distributor upon notice thereof to Distributor by newsletter, special mailing or other notice method directed to the last known address of Distributor. 32. The term of the company agreement is one year. Distributors agree and acknowledge that annually on the anniversary date. A renewal fee will be charged in the amount of $80 to the credit card or ACH bank account which was used during enrollment process. or the payment method used when joining Momentum Plus either through the website or personal phone call. If MPlus cannot automatically renew the distributor membership for any reason, a renewal form must be completed and returned to Momentum Plus, Inc. by the anniversary date with an $80 renewal fee for an additional twelve (12) month's for the Distributor Website Back Office. Additionally, IBO's must generate at least 2 QD sponsorships within a one year (12 month) period from their anniversary date in order to meet their annual IBO qualification to continue earning the IBO commissions and benefits. This covers the general servicing costs of the Distributor's business as well as the printing and mailing costs associated with Company communications. Distributors who do not pay their annual renewal fees in a timely manner will have their BC(s) deactivated and will no longer be eligible to receive group override commissions. 33. I understand that my Distributor position can be inherited or bequeathed, but cannot be transferred or assigned during my lifetime without written consent of the Company, which consent shall not be unreasonably withheld. 34. This Agreement shall not be in effect or binding on any party until received and accepted by Momentum Plus, Inc at its home offices in San Mateo, California. As an Independent Distributor of Momentum Plus, I hereby promise and agree that: 1. I will be honest and forthright in all my transactions while acting as an Independent Distributor of Momentum Plus, and will perform all activities in a manner that will enhance my reputation and the reputation of Momentum Plus, Inc. 2. I will not engage in any illegal or deceptive practice. 3. I will respect the time and privacy of everyone I contact to become retail customers or Independent Distributors of Momentum Plus, Inc I will be courteous and respectful to everyone contacted in the course of my Momentum Plus business. I recognize Momentum Plus officers have strong personal convictions regarding the ethical conduct of all Momentum Plus Independent Distributors. 4. I will fulfill my leadership responsibilities as a Sponsor, including training and providing support to the Independent Distributors in my organization. I will provide ongoing support to my organization, acknowledging that the people I sponsor will have an increased opportunity for success in Momentum Plus when they receive ongoing training and support. 5. I will make no income claims or representations regarding the Momentum Plus compensation plan, except those on the Momentum Plus web site or in Momentum Plus literature. I acknowledge that a Momentum Plus Independent Distributor's success depends on many variables, such as amount of time and effort committed to his or her business and his or her organizational ability. 6. I will not make claims for Momentum Plus products, services or its income opportunity except as published on the official Momentum Plus web site or in official Momentum Plus literature. I will remember that even my personal experience of benefits received from Momentum Plus products, services or its income opportunity may be interpreted as Momentum Plus claims if I use those experiences as a sales device. 7. I understand and agree that I am solely responsible for all financial and legal obligations incurred by me in the course of my business as an Independent Distributor of Momentum Plus products and services, including self-employment taxes, income taxes, sales taxes, license fees, etc. I understand that I am an Independent contractor for all national, federal, state, provincial and county tax purposes. 8. I will compete aggressively but fairly, and I will respect the participants of other network marketing opportunities. I will not solicit from the Independent Distributor lists or customer lists of other network marketing companies, nor focus sales or recruiting efforts solely on the customers or Independent Distributors of any one other company. I will not use sales materials that are regarded as proprietary by other companies.<br /> (New Distributor / Agent) I have Read and I Understand the Terms and Conditions____________ (Initial) <br />