TEAM F2C AGREEMENT 2024 This Agreement is between TEAM F2C Athlete and F2C Nutrition Inc (F2C). 1. Term. The term of this Agreement is from date of signing to Dec 31, 2024. Invitations to renew agreement for 2025 will be sent out by Nov 15, 2024. All advertisements and promotions using Team F2C Athlete’s name, likeness and accomplishments shall be concluded at the end of the calendar year. 2. Endorsement. F2C Nutrition may use Team F2C Athlete’s name and likeness and accomplishments on its site, social media and in F2C Nutrition ads and promos, including photo shoots.. Team F2C Athlete is required to do four (4) volunteer hours at an F2C event/trade/expo show/nutrition talk etc. during a calendar year to maintain F2C status. At races/events that F2C and the athlete are at, Team F2C Athlete will support in the F2C booth. Team F2C athlete will connect with their local bike/tri store and liaison with F2C sales rep to promote F2C Nutrition in their local stores. Team F2C Athlete will have an understanding of all F2C nutritional products, will participate in F2C product education calls, seminars and info sessions and be able to educate others about F2C products. Team F2C Athlete will be brand loyal and promote F2C products to other athletes, contacts and in their network. 3. Branding. F2C will appear and be named on Team F2C Athlete’s social media, website, blog etc. Team F2C athlete will wear the F2C Team Kit (included when joining for 2024 members) OR will have the F2C Nutrition logo prominently displayed on athlete’s own race kit while racing. All costs for F2C logos are the athlete’s responsibility. Logo placement MUST be in consultation with F2C Nutrition and worn while racing. Team F2C Athlete will be given branded gear to wear and use. Team F2C Athlete will wear F2C branded gear during demo events/expos/etc. and will wear F2C branding on all podiums. Race kit, shirt, hat, or podium shirt with F2C logo are acceptable. 4. Social Media Content. Team F2C Athlete can post about F2C Nutrition to social media via Facebook, Twitter, and other social media forums like re-tweets, reposts, shares, mentions, pictures, blog nutrition posts, recipes and videos etc. The Team F2C Athlete must like F2C and follow us on Facebook, Twitter, Instagram, Strava and join the F2C Private Facebook page and contribute accordingly. The F2C Private Facebook page is the primary form of communication. The F2C Nutrition Private page is comprised of Ambassadors, Elite Team members, F2C Team members, pros, coaches, team and club managers and is designed to be a hub for communication, advice and F2C Information. It is expected that the Team F2C Athlete will regularly review (minimum once per week), comment and give input to the other Team members, regularly update their race schedule if it is changed, sharing race pics and race reports with members. Team F2C Athlete will be featured in a variety of social media promos (Teammate Tuesday, F2C Friday etc) and will submit info and pictures accordingly. Team F2C Athlete will contribute to the F2C Blog/News/Facebook group once (1) per the duration of the agreement. Specific criteria will be laid out and a date for submission can be chosen by the Athlete. If posting about F2C, Team F2C Athlete will tag F2C Nutrition in all related posts, use F2C hashtags. 5. Grant of Endorsement Rights. Team F2C Athlete will grant F2C the exclusive right during the term of this Agreement to use Team F2C Athlete, likeness, and accomplishments in connection with the advertisement or promotion of F2C. The Team F2C Athlete shall not take any action inconsistent with the endorsement of F2C products and shall use their best efforts to promote the sale of those products. The Team F2C Athlete shall conduct him or herself professionally and conform to accepted standards of taste and decency on social media. During the term of the Agreement, a covenant of non-compete (CNC) will be in place. The CNC expires at the end of the contract term. When discussing nutrition or nutrition related topics with the public or on social media, Athlete WILL NOT use the brand name of other nutritional products (i.e. Gu gels, Gatorade) but use a generic terms, (i.e. sport drink ) In Athlete blogs, social media, interviews etc., if athlete has suffered distress for whatever reason, athlete will not make reference to GI distress, vomiting, or being sick in relation to their race/training nutrition or references to F2C Nutrition. 6. Team Fee. $50US/$58CAN team administration fee will be paid via Shopify link and submitted in a timely fashion with signed contract and NDA. A monthly subscription of $20US or $25CAN will occur from March – December (10 months) A one-time payment is also an option. 7. Provision of Products. Team F2C Athlete will be provided with a 30% personal discount code for personal use only for F2C Nutrition products. 8. Product Redemption. Team F2C Athlete will use their personal code in the store for a reasonable amount of personal purchases. To redeem product credit earned from friends and family code, Team F2C Athlete will be issued a credit code for the corresponding credit amount earned. Credit codes and credit code orders cannot be combined with personal code use. 9. Compensation and Commission. Team F2C Athlete will be paid 5% product credit for any online sales (after discounts and before taxes and shipping) with a friends and family discount code. F2C will provide a 15% Friends and Family discount code that the Team F2C Athlete can hand out, post and circulate to his/her contacts offering a discount on purchase. Product credit is calculated on a quarterly basis. All credit compensation is for F2C Nutrition product. To redeem credit Team F2C Athlete must make the request through tracking@f2cnutrition.com. Credit must be used within the 2024 calendar year. 10. Confidentiality. The terms and conditions of this Agreement shall not be disclosed by either party for any reason whatsoever unless necessitated by legal process. An NDA must be signed. 11. Indemnity. Each party agrees to indemnify and hold harmless the other against any and all expenses, damages, claims, suits, actions and costs whatsoever arising out of, or in any way connected with, the actions, omissions or negligence of the other in the performance of this Agreement. 12. Product Use Disclosure. Given the current trend of contaminated nutrition products, including some unnamed mainstream endurance companies, resulting in positive athlete drug tests, F2C Nutrition having WADA banned Certification, requires Team F2C athletes to list below other nutrition products, supplements and brands used. This information will be kept in strict confidence bound by the confidentiality clause in the agreement and will be used to educate the Team regarding clean product use, potential supplement interactions with F2C Nutrition products and for identification in the unfortunate event that the Team F2C Athlete may have a positive drug test for WADA banned substances during the duration of this agreement. *note if you are NOT taking any other supplements from other brands please make a note of that instead of leaving blank* Brand/Name/Supplement 13. Maintaining F2C Status. To maintain Team F2C Athlete status athlete must be in regular contact with the F2C Facebook group, complete contract expectations and duties. If F2C has not heard from the athlete for 3 months, athlete will no longer have status as an F2C athlete. Subscription payments for kit would be continued until Dec 2024 even if you no longer have F2C Status. *note we understand that sometimes life happens and there are extenuating circumstances. Please reach out and communicate with F2C Nutrition if you feel this is the case. 14. Early Termination. F2C may terminate this Agreement if the Team F2C Athlete fails to meet agreement obligations or conduct becomes unprofessional and detrimental to the sale of its products or breeches any of the above conditions. Examples of this include: continuously posting a competing nutrition sponsor, failing drug tests, criminal charges, inappropriate conduct, discriminatory behaviour, negative publicity, and behaviour that violates the rights of others. The outstanding balance of the Team F2C Athlete’s subscription payments for kit would be charged upon termination. If early termination does occur, F2C Ambassador Athlete remains bound by the CNC (Covenant of Non-Compete) for the duration of the Agreement. 15. Exclusivity. The Team F2C Athlete shall not have competing nutrition sponsors nor promote any product that competes with the F2C product line. (no tags, share, pics, # on social media, no logos on race kits etc.) The Team F2C Athlete is responsible for approaching F2C Nutrition to inquire if a product or company is competing with F2C Nutrition products. F2C NUTRITION INC. Glenda McMurray Director of Marketing and Education #412 Station Main, Maple Ridge, B.C. V2X 8K9 TEAM F2C ATHLETE Your name Your email Date CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (the or this “Agreement”) is made and entered as of by and between F2C Nutrition Inc. (“F2C”) and an athlete(“athlete”). RECITALS F2C and athlete desire to explore a possible business relationship pursuant to which each party, including any of its companies, subsidiaries or affiliates or any director, member, manager, partner, officer, employee, partner, consultant, contractor, attorney, accountant, agent or advisor of such party (collectively, “Representatives”), may disclose (the “Disclosing Party”) certain Confidential Information (as defined below) to the other party (the “Receiving Party”). Both parties desire to protect the confidentiality and proprietary nature of any Confidential Information that may be disclosed pursuant to this Agreement, including pursuant to any business relationship that might be established between the parties. The parties desire to set forth certain terms, provisions and restrictions with respect to the disclosure of Confidential Information between the parties. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements and covenants set forth herein, the parties hereto hereby agree as follows: 1. Confidential Information. As used in this Agreement, the term “Confidential Information” shall mean any information disclosed by the Disclosing Party to the Receiving Party, whether transmitted in verbal, written or graphical form or obtained by observation or otherwise during laboratory, plant or facility visits, including, without limitation, all contract information, scientific, medical, clinical, engineering, statistical, technical, process, method or commercial data, information or know-how, including, without limitation, that relating to research, development, manufacturing, distribution or marketing of any nutritional supplements, beverages, food bars, powdered food supplements, inventions or other products or product lines of the Disclosing Party, all customer lists, trade secrets, formulas, intellectual property, drawings, models, prototypes or samples and all information regarding pricing, business plans, product lines, methods of business operation and the general business operations and financial information regarding the Disclosing Party, together with any analyses, compilations, studies or other documents or records prepared by the Receiving Party or any of its Representatives pertaining to such information. 2. Disclosure of Confidential Information. To the extent practical, Confidential Information shall be disclosed in documentary or tangible form and shall be clearly marked as confidential or proprietary or otherwise subject to the provisions of this Agreement. In addition, the existence and terms of this Agreement, and the fact and substance of the parties’ discussions and correspondence concerning a business relationship, if any, shall not be disclosed by either party without the prior written consent of the other party. 3.Treatment of Confidential Information. With respect to Confidential Information disclosed under this Agreement, the Receiving Party shall (subject to the provisions of Section 5 below): Use the Confidential Information solely for the purposes of evaluating a potential business relationship between the parties or, if any business relationship is entered between the parties, use the Confidential Information solely for accomplishing the purposes of such business relationship and reproduce the Confidential Information only to the extent necessary for such purposes; Disclose the Confidential Information to its responsible Representatives, but only to the extent necessary to carry out the limited purpose of the disclosure pursuant to this Agreement; Hold the Confidential Information in confidence, restrict disclosure of the Confidential Information solely to those Representatives with a need to know the Confidential Information and not disclose, transfer or offer to disclose or transfer any Confidential Information to any other person or entity, other than such Representatives, without the prior written consent of the Disclosing Party; Advise its Representatives receiving Confidential Information of their obligations with respect to the Confidential Information pursuant to the terms of this Agreement and exercise a degree of care not less than the care used by the Receiving Party to protect its own proprietary or confidential information, but in no event less than a reasonable degree of care. 4. Notice of Misappropriation. The Receiving Party will promptly inform the Disclosing Party in writing of any misappropriations, unauthorized use, or disclosure of the Confidential Information in violation of this Agreement that may come to the Receiving Party’s attention. 5. Return of Confidential Information. The Confidential Information shall be deemed the property of the Disclosing Party and the Receiving Party will return or destroy, in the discretion of the Disclosing Party, all Confidential Information received in tangible form immediately upon request. Any Confidential Information not so returned or destroyed will remain subject to this Agreement. 6. Term. This Agreement shall commence on the date of execution by both parties as indicated above and shall expire ten (10) years after the date on which the Receiving Party returns the Confidential Information as provided in Section 5 above. 7. Non-Confidential Information. The Receiving Party shall have no obligation to preserve the confidential and proprietary nature of any Confidential Information that: Was previously known to the Receiving Party, as can be documented, free of any obligation to keep confidential and free of any restriction on use or disclosure; Is or becomes generally known to the public other than because of disclosure by the Receiving Party or its Representatives; Is or becomes available to the Receiving Party on a Non-Confidential basis from a source other than the Disclosing Party or its Representatives, provided that such source is not bound by any contractual, legal or fiduciary obligations prohibiting the disclosure or transfer of the Confidential Information; or Is independently developed by the Receiving Party, as evidenced by the Receiving Party’s written records. 8. Compelled Disclosure. If the Receiving Party is compelled by lawful process (whether by interrogatories, requests for information or documents, subpoena, civil investigative demands or other process) to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with prompt written notice of any such demand (but in no event later than five days following the Receiving Party’s receipt of the demand) so that the Disclosing Party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. If, failing the entry of a protective order or other appropriate remedy or the receipt of a waiver hereunder, the Receiving Party is, in the opinion of its outside legal counsel, legally required to disclose the Confidential Information, the Receiving Party may disclose that portion of the Confidential Information which its outside legal counsel advises that it is legally required to disclose and the Receiving Party will use its best efforts to obtain assurance that confidential treatment will be accorded to that portion of the Confidential Information which is being disclosed. In no event will the Receiving Party oppose action by the Disclosing Party to obtain a protective order or other appropriate remedy or reliable assurance that confidential treatment will be accorded to the Confidential Information. 9. No Rights Granted. Nothing in this Agreement is intended to grant any rights, whether by license or otherwise, in any Confidential Information disclosed or under any trademark, patent, trade secret or other intellectual property of either party. Nothing herein shall be construed as representing any commitment by either party to enter into any additional agreement, by implication or otherwise. 10. No Warranties. Each party acknowledges that any Confidential Information is being provided without any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information and each party agrees to assume full responsibility for all conclusions it may derive from the Confidential Information, absent any agreement between the parties to the contrary. The Disclosing Party will have no duty to update any Confidential Information. 11. Equitable and Non-Exclusive Remedies. Each party agrees that money damages would not be a sufficient remedy for any breach of this Agreement and that the non-breaching party shall be entitled to seek specific performance and injunctive or equitable relief as a remedy for any such breach and agrees to waive any requirement for the security or posting of any bond in connection with such remedy. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement but shall be in addition to all other remedies available at law or in equity. 12. Waiver. No failure or delay by a party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other further exercise thereof or the exercise of any right, power or privilege hereunder. 13. Securities Laws. Each party acknowledges that it and its Representatives are aware that United States Securities laws prohibit any person who has material, nonpublic information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person when it is reasonably foreseeable that such person is likely to purchase or sell such securities. 14. Attorneys’ Fees. If either party brings an action to enforce the provisions of this Agreement, the prevailing party shall be entitled to its reasonable attorneys’ fees and court costs. 15. Governing Law. This Agreement shall be governed by and construed under the laws of the province of British Columbia, Canada. 16. Assignment. This Agreement shall not be assignable or transferable by either party without the written consent of the other party, except that a party may assign or transfer all or a portion of its rights and interests herein to a parent or wholly owned subsidiary of that party or to a successor in interest to all or substantially all of the stock, assets or business of that party. Any purported assignment or transfer in violation hereof shall be void. This Agreement shall be binding upon and inure to the benefit of the parties’ respective successors and assigns. 17. Notices. All notices, requests, demands and other communications that are required or may be given under this Agreement shall be in writing and shall be sent to the following addresses, unless such addresses are changed by written notification to the other party: If to F2C Nutrition Inc.: 412 Station Main Maple Ridge, B.C. V2X 8K9 If to the Athlete: Address* Address 2 City* State/Province* Zip/Postal Code* 18. Amendment. No amendment or modification relating in any manner to this Agreement shall be effective unless executed in writing and signed by both parties. 19. Entire Agreement. This Agreement shall constitute the entire agreement between the parties as it relates to the subject matter contained herein and supersedes any prior agreement or understanding between the parties relating hereto. This Agreement shall only be modified by written document signed by both parties. 20. Severability. If any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect or limit the validity or enforceability of any other provision hereof. 21. No Publicity. Each party agrees not to use any name, trademark, service mark or logo of the other party in any publicity, advertising or information that is disseminated to the public without the prior written approval of such other party. 22. Execution and Authority. Each party represents that:(a)it has the full right, power and authority to execute and deliver this Agreement and to perform its terms; (b) the execution and delivery of this Agreement will not violate or conflict with any charter provision or bylaw of the party or any of its subsidiaries or affiliates; (c) the party has taken all required corporate, company or other actions to approve this Agreement; (d) this Agreement is enforceable against the party according to its terms, subject to bankruptcy, insolvency, and other laws relating to or affecting creditors’ rights and to general equity principles; and (e) the person executing this Agreement on the party’s behalf is duly authorized and empowered to do so. 23. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. By clicking here, I confirm I have read and agree with the terms and conditions. Upon submission a copy of the agreement and NDA will be automatically emailed to you.
