Event Report

AMBASSADOR AGREEMENT

This Optometry Divas Ambassador Agreement (“Agreement”) is made effective as of the above date, by and between Optometry Divas, LLC, (“Divas”) and individual above, Optometry Divas Ambassador (“Ambassador”).

I. DESCRIPTION OF SERVICES

Beginning on the effective date of this Agreement, Ambassador will provide the following services (collectively, the “Services”):
A. Empower, connect with, and promote the success of Optometry Divas members in your community.
B. Plan and facilitate Optometry Divas meetings, including:
a. Securing a venue for each meeting
b. Securing vendor sponsors for meetings
c. Promoting meetings using email and social media
d. Implementing meeting agenda’s according to required meeting standard operating procedures (SOP)
e. Submitting meeting reports after each meeting is completed
C. Recruit new members and re-engage inactive members
D. Maintain relationships with active members

II. PAYMENT FOR SERVICES

Divas will pay compensation to Ambassador for the services provided as a percentage of net profits after all expenses incurred by Divas have been deducted from revenue generated from local events, sponsorships, and membership dues. Payment will be broken down as follows:
A. XX% of membership dues from members in Ambassador’s chapter.
a. This amount will be paid to Ambassador only while Ambassador holds such position.
B. XX% of corporate sponsorship amounts from sponsors that sponsor Ambassador’s chapter events.
C. Remember that the more Ambassadors in any one city, the less of a percentage you will receive as payment for your services.

No other fees and/or expenses will be paid to Ambassador, unless such fees and/or expenses have been approved in advance by Divas in writing. Ambassador will be responsible for any and all federal, state, and local taxes, and any other payroll type taxes applicable to such compensation.

III. TERM/TERMINATION

This Agreement may be terminated by either party upon thirty (30) business days’ written notice to the non-terminating party.

A regular, ongoing relationship of indefinite term is not contemplated. Ambassador has no right to assign services to any third-party unless specifically contemplated by this Agreement or agreed to in writing by Divas and Ambassador. However, the parties may mutually agree that Ambassador will perform other services to Divas, pursuant to the terms of this Agreement, or by amendment, agreed to in writing, to this Agreement.

IV. RELATIONSHIP OF PARTIES

It is understood by the parties that Ambassador is an independent contractor with respect to Divas, and not an employee of Divas. Divas will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Ambassador.

It is contemplated that the relationship between Ambassador and Divas shall be a non-exclusive one. Ambassador may perform services for other organizations and/or individuals. Divas has no right to further inquire into Ambassador’s other activities.

V. RESTRICTIONS RELATED TO STATEMENTS OR CLAIMS

Ambassador is required to share the goals and efforts of Divas. However, Ambassador is strictly prohibited from making any claim, or statement, and therefore, may not prescribe, recommend, communicate, or advise on behalf of Divas, without prior written authorization.

Ambassador is required to be transparent with any prospective member of Divas. This includes, but is not limited to, Ambassador’s honest opinion of Divas, its focus, and any personal experience that Ambassador wishes to share with prospective member.

Ambassador is required to tag, (i.e., @OptometryDivas) on any social media used by Ambassador. Divas reserves the right to remove any posts from any social media account, used by Ambassador, as it pertains to Divas.

Divas reserves the right to terminate this Agreement, and bring any and all legal claims against Ambassador, should Ambassador make any false or misleading claims.

VI. RESERVED RIGHTS BY DIVAS

Divas reserves the following rights, and Ambassador agrees:
A. The right to not accept any site, organization, or individual(s) into the Ambassador Partnership based on background check of social, personal, or professional media history.
B. The right to delete or hide any posts or statements made on any Divas social media channels.
C. The right in Divas sole discretion to monitor Ambassador’s program at any time and from time to time to determine compliance with this Agreement.

VII. DISQUALIFICATION AS AN AMBASSADOR

Ambassador may be disqualified as an ambassador if Ambassador:
A. Promotes violence and discord;
B. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
C. Promotes illegal or questionable activities;
D. Violates intellectual property rights of Divas;
E. Violates Divas mission and vision.

Ambassador is required at all times to comply with all federal, state, and local laws. In addition, Ambassador will not:
A. Use the name ” Optometry Divas” or any variation thereof, in any manner not expressly authorized by this Agreement;
B. Use or otherwise incorporate the words “Optometry Divas” or variations or misspellings thereof in the domain names of any site, on any meta tags of web pages comprising any site, in hidden text or source code, or in searchable keywords;
C. Engineer any site in such a manner that pulls or diverts internet traffic away from the OD sites;
D. Attempt to modify or alter Divas site or any site with which they are affiliated in any way;
E. Make any representations, either express or implied, or create an appearance, that a visitor to any Ambassador’s site is visiting Divas site (for example, “framing” our Site), without Divas express prior written approval;
F. “Scrape” or “spider” Divas site or any other Divas site for content (such as images, logos or text);
G. Generate or send any email messages using or containing Divas name or logo, or any variation thereof, any of Divas Trademarks (as defined below) or any of Divas products, without Divas express prior written permission;
H. Forward, redistribute, or otherwise repurpose any email communications or newsletters that Divas send to its affiliates or customers;
I. Generate or send any unsolicited email (spam) under this Agreement;
J. Modify price information regarding Divas products or offers on Ambassador’s site; or
K. Create, link to, or host any type of shopping cart between Divas site and Ambassador’s site.

Violation of this section may result in, among other things, the immediate termination of this Agreement and the commencement of any legal action by Divas against Ambassador.

VIII. PROFESSIONAL CAPACITY

Divas is a professional who uses its own professional business methods to perform services to members and help Ambassadors succeed.

IX. EXPENSES PAID BY DIVAS

Any expenses paid for by Divas, on behalf of Ambassador, will be deducted from any members membership dues, vendor sponsorship fees, or any other fees collected by Ambassadors before any profit percentage payments are made to Ambassador.

X. CONFIDENTIALITY

Ambassador may have access to proprietary, private and/or otherwise confidential information (“Confidential Information”) of Divas. Confidential Information shall mean all non-public information which constitutes, relates, or refers to the operation of the business of Ambassador, including without limitation, all financial, investment, operational, personnel, sales, marketing, managerial and statistical information of Ambassador. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. Ambassador will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Ambassador, or divulge, disclose, or communicate in any manner any Confidential Information. Ambassador will protect such information and treat the Confidential Information as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, Ambassador will return to Divas all Confidential Information, whether physical or electronic, and other items that were used, created, or controlled by Ambassador during the term of this Agreement.

This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets:
A. Made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or
B. In a complaint or other document filed in a lawsuit if made under seal.

XI. INDEMNIFICATION

Ambassador agrees to indemnify and hold harmless Divas from all claims, losses, expenses, fees including attorney fees, costs, and judgements that may be asserted against Divas that result from the acts or omissions of Ambassador, the Ambassador’s employees, if any, and the Ambassador’s agents.

XII. EVALUATIONS

Ambassador is evaluated annually to gauge productivity based on:
A. Meeting attendance
B. Membership growth
C. Sponsorship Revenue

Ambassador will be evaluated each December of each year this Agreement is in place. Should Ambassador fail the evaluation, such failure could result in immediate termination of this Agreement.

XIII. NO RIGHT TO ACT AS AGENT

An “employer-employee” or “principal-agent” relationship is not created merely because:
A. Divas has or retains the right to supervise or inspect the work as it progresses in order to ensure compliance with the terms of this Agreement; or
B. Divas has or retains the right to stop work done improperly.

XIV. ENTIRE AGREEMENT.

This Agreement constitutes the entire contract between the parties. All terms and conditions contained in any other writings previously executed by the parties regarding the matters contemplated herein shall be deemed to be merged herein and superseded hereby. No modification of this Agreement shall be deemed effective unless in writing and signed by the parties hereto.

XV. NOTICE

Any notices required or permitted by this Agreement, must be delivered to the non-noticing party, via email at [email protected], or by USPS mail to:

Divas:
C/O Optometry Divas, LLC
3113 Kentshire Blvd.
Ocoee, FL 34761

Ambassador:
[insert address here]

XVI. WAIVER OF BREACH

The waiver by Divas of a breach of any provision of this Agreement by Ambassador shall not operate or be construed as a waiver of any subsequent breach by Ambassador.

XVII. SEVERABILITY

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

XVIII. APPLICABLE LAW

This Agreement shall be governed by the laws of the State of Florida.


SIGNATURE PAGE:

This Agreement shall be signed on behalf of Divas and Ambassador. This Agreement is effective from the effective date of this Agreement.


Divas: Ambassador:

_________________________________ _________________________________
Name of Divas Representative Name of Ambassador

_________________________________ _________________________________
Signature of Divas Representative Signature of Ambassador

_________________________________ _________________________________
Date Date


 
APPENDIX A

NON-DISCLOSURE AGREEMENT (NDA)

NON-DISCLOSURE AND INTELLECTUAL PROPERTY RIGHTS AGREEMENT


This Agreement is between Optometry Divas (“OWNER”); and an individual residing at the address on the form above (“RECIPIENT”).

WHEREAS, OWNER has developed through substantial effort, research, time, and expense certain inventions, design concepts, methodologies, technical know-how, copyrightable material and trade secrets directed and related to all of Optometry Divas intellectual property (“INFORMATION”);

WHEREAS, OWNER desires to disclose the INFORMATION on a confidential basis to RECIPIENT solely for the purposes of evaluating the INFORMATION for possible future business arrangements; and

WHEREAS, OWNER wishes to maintain the confidentiality of the INFORMATION and the protection of OWNER’S intellectual property rights.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained herein, the sufficiency of which is hereby acknowledged, the parties agree as follows:


I. CONFIDENTIAL INFORMATION
A. OWNER agrees to disclose INFORMATION to RECIPIENT to facilitate possible future business dealings between the parties.

B. RECIPIENT agrees to receive such INFORMATION and to refrain from copying, disclosing, using, selling, or offering for sale any and all of said INFORMATION, other than at the request of OWNER, with the exceptions as provided in paragraph C herein. RECIPIENT agrees to keep confidential and refrain from disclosing any and all of the INFORMATION, and to take all necessary and reasonable steps to prevent unauthorized disclosure or use of any and all of the INFORMATION.

C. Notwithstanding paragraph B, RECIPIENT shall not be liable for disclosure or use of INFORMATION only if, and only to the extent that, said INFORMATION was in the public domain at the time it was disclosed by OWNER, or was known to and recorded in writing by RECIPIENT prior to the time of disclosure by OWNER, or is received from a third party or passes into the public domain without breach of this Agreement. With respect to any INFORMATION known by RECIPIENT prior to the time of disclosure by OWNER that RECIPIENT believes to constitute the INFORMATION, or any portion thereof, RECIPIENT shall disclose to OWNER an adequate written description of the INFORMATION within fourteen (14) days of the disclosure by OWNER.

D. This is not an offer for sale or license. No right or license is granted by OWNER to RECIPIENT in connection with the technical information or inventions disclosed under this agreement. All documents or materials constituting the INFORMATION and all reproductions thereof shall at all times remain the sole property of OWNER and shall promptly be returned by RECIPIENT upon request.

E. This Agreement shall remain in force in spite of disclosure of the INFORMATION by OWNER in the form of patent applications, copyright applications, or other disclosures by OWNER.
II. RESTRICTIONS
A. Except for the express written consent of OWNER, RECIPIENT agrees:

1. Not to use or disclose to another person or entity any confidential information of OWNER;

2. Not to make, or cause to be made, any copies, facsimiles or other reproductions including data files of any documents containing confidential information of OWNER; and

3. To use all other reasonable means to maintain the secrecy and confidentiality of the confidential information of OWNER.

B. RECIPIENT further agrees, at the request of OWNER:

1. To immediately return to OWNER all of the items in the possession of RECIPIENT which relate to or which disclose in whole or in part any confidential information of OWNER; and

2. To refrain from using or disclosing to any other person or entity any confidential information of OWNER.


III. INTELLECTUAL PROPERTY
A. Title and Copyright Assignment

1. All products and results of RECIPIENT’S services rendered hereunder (the “Work”) are works made for hire. RECIPIENT acknowledges and agree that the Work (and all rights therein, including, without limitation, copyrights) belongs to and shall be the sole and exclusive property of OWNER.

2. Not withstanding the foregoing, RECIPIENT also hereby assigns and transfers to OWNER, its successors and assigns, the entire right, title, and interest in and to all copyrights in the Work; all registrations and copyright applications relating thereto and all renewals and extensions thereof; all works based upon, derived from, or incorporating the Work; all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto; all causes of action, either in law or in equity for past, present, or future infringement based on the copyrights; and all rights corresponding to the foregoing throughout the world.

3. If the Work is one to which the provisions of 17 U.S.C. § 106A apply, RECIPIENT hereby waives and appoints OWNER to assert on RECIPIENT’S behalf RECIPIENT’S moral rights or any equivalent rights regarding the form or extent of any alteration to the Work (including, without limitation, removal or destruction) or the making of any derivative works based on the Work, including, without limitation, photographs, drawings or other visual reproductions or the Work, in any medium, for OWNER’S purposes.

4. RECIPIENT agrees to execute all papers and to perform such other proper acts as OWNER may deem necessary to secure for OWNER or its designee the rights herein assigned.

B. Patent Assignment

1. RECIPIENT may invent new, original, and ornamental or useful inventions in the course of or related to RECIPIENT’S business relationship with OWNER (“the Inventions”).

2. RECIPIENT hereby assigns and/or transfers to OWNER, its successors or assigns, the entire right, title, and interest in and to said Inventions, and any patent and patent applications deriving there from for any such invention in the United States and

throughout the world, including the right to file foreign applications directly in the name of OWNER and to claim for any such foreign applications any priority rights to which such applications are entitled under international conventions, treaties, or otherwise; and to cooperate with OWNER as may be necessary or desirable for obtaining, sustaining, reissuing, or enforcing said patent or patent applications in the United States and throughout the world for said Inventions, and for perfecting, recording, or maintaining any such title in OWNER.

3. Notwithstanding the above, RECIPIENT shall not assign and/or transfer any invention for which no confidential information of OWNER was used, unless the invention results from any work performed by RECIPIENT for OWNER.


C. Ownership of Trademarks

RECIPIENT hereby acknowledges that OWNER shall retain all right, title, and interest in all trademarks, trade dress, and good will that results from the INFORMATION or any use or offer to sell thereof.


IV. COVENANT NOT TO SUE
RECIPIENT shall not institute any action or suit at law or in equity against OWNER, nor institute, prosecute or in any way aid in the institution or prosecution of any claim, demand, action, or cause of action arising out of the INFORMATION or any INTELLECTUAL PROPERTY thereof, including but not limited to, claim, demand, action, or cause of action for invalidating any INTELLECTUAL PROPERTY of OWNER.


V. DAMAGES AND SPECIFIC PERFORMANCE
RECIPIENT agrees that should RECIPIENT breach any of the promises contained in this Agreement that OWNER would suffer irreparable harm and OWNER would be without adequate remedy at law and that OWNER may obtain injunctive relief, including specific performance of the Agreement, as well as monetary award for damages suffered by OWNER for RECIPIENT’S breach of this Agreement.


VI. NO WAIVER
Failure at any time to require performance of any of the provisions herein shall not waive or diminish a party’s right thereafter to demand compliance therewith or with any other provision. Waiver of any default shall not waive any other default. A party shall not be deemed to have waived any rights hereunder unless such waiver is in writing and signed by a duly authorized officer of the party making such waiver.


VII. SEVERABILITY
Should a court of competent jurisdiction find that any portion of this Agreement is invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall use reasonable efforts to substitute a valid, legal, and enforceable provision that implements purposes of the provision so held invalid, illegal, or unenforceable to any extent permissible under the law.

VIII. MERGER/MODIFICATION IN WRITING
RECIPIENT agrees that this Agreement shall supersede all prior agreements and shall not be modified by either party except in writing and by agreement between both parties. Notwithstanding this paragraph, RECIPIENT shall honor all prior obligations concerning confidentiality of OWNER’S confidential INFORMATION.


IX. CHOICE OF LAW
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Florida in the Central District of Florida. Any dispute involving the terms or conditions of this Agreement shall be brought in the Central District of Florida or a Florida State court of competent subject matter jurisdiction therein. Each of the parties hereby submits to the personal jurisdiction of said court.


IN WITNESS WHEREOF, the parties have executed this agreement as of the latest date indicated above