DISTRIBUTOR AGREEMENT Applicant hereby applies to be an Independent Distributor in the Young Living (YL) distribution program. If this application is approved by YL, the Applicant agrees to the terms of this Distributor Agreement, Policies and Procedures, and the Compensation Plan. Applicant confirms that he/she is of legal age and capacity and can be bound by the terms of this Agreement. Applicant further confirms that he/she is not currently a YL Distributor and that he/she has not been a YL Distributor during the twelve (12) months proceeding the date of this Agreement. Young Living may approve or reject this application at its sole discretion and for any reason in accordance with YL Policies and Procedures in effect now or in the future. Approval of this application by YL is authorization for Applicant to be a Distributor and to sell YL products. The Agreement to be a Distributor and to sell YL products will continue until terminated as follows: a) Applicant cancels Agreement by written notification to Young Living; b) Applicant's account becomes inactive. Accounts are considered inactive when less than 50 Personal Qualifying Points are purchased or sold within a twelve (12) month period; or c) Young Living terminates the Agreement due to a violation of the terms of the Agreement, Compensation Plan, or Policies and Procedures. The Compensation Plan and Policies and Procedure may be modified from time to time by YL, and Applicant agrees to be bound by such changes. Immediately upon termination or nonrenewal of this Agreement, Applicant shall: a) lose all rights to purchase products from YL at Distributor cost; b) cease from representing himself/herself as a Distributor of Young Living; c) lose all rights to his/her Distributorship and his/her participation in the Compensation Plan, including any future commissions and earnings which might result therefrom. This Agreement does not establish an agency, joint venture, or employer/employee relationship. Applicant and YL agree that this Agreement does not create a fiduciary relationship between them. Applicant acknowledges that he/she is an independent contractor and is not a spokesperson, legal representative, or employee of Young Living. Applicant acknowledges that he/she cannot obligate or otherwise bind YL to any agreement or duty. Applicant shall not be treated as an employee, agent, franchise, joint venture, partner, or owner of YL for federal or state tax purposes. Applicant agrees to assume responsibility for all taxes coming due or arising from his/her activities as a YL Distributor including, but not limited to, sales tax, state and federal income tax, FICA and Medicare withholdings and unemployment tax. In addition, Applicant agrees to abide by all state and federal laws pertaining to the sale and distribution of YL products, including the filing of any documents or forms. Applicant indemnifies and agrees to hold harmless YL, its officers, directors, employees, and agents against any liability, claims, obligations, expenses (including attorney fees), or other damages arising out of or in any way related to or connected with, allegedly or otherwise, Applicant's: a) activities as a Distributor, including without limitation any unauthorized representations or claims made by Applicant; b) breach of the terms of this Agreement, Policies and Procedures Manual, or Compensation Plan; or c) violation of or failure to comply with any applicable federal, state, or local law or regulation. Young Living authorizes Applicant to sponsor others as YL Distributors or Preferred Customers in accordance with its Policies and Procedures. Applicant agrees not to make ANY claims regarding the amount of potential earnings. Applicant agrees not to make ANY claims that state or imply that earnings can be based on the sole activity of sponsoring other YL Members as no compensation is paid for sponsoring. Applicant further agrees not to make ANY claims that state or imply that YL Members have exclusive territories. All YL products purchased by Applicant are subject to the warranties and disclaimers applicable to these products at the time of purchase. Applicant acknowledges and agrees when marketing the products: a) not to make diagnoses of medical conditions; b) not to make claims that YL products will prevent, treat, cure, or mitigate any disease or disease condition in humans or animals; c) not to use pictures, graphic displays, written materials, or make any claims about YL products not contained in YL sales and promotional literature approved by YL; and d) not to make any claims about YL products that can be construed as a drug or health claim. Applicant will qualify for commissions provided that Applicant sells, distributes or uses a minimum of 75 percent of the products he/she orders from YL. Documentation such as sales receipts may be requested by YL at any time. Applicant must also pay for the products or services he/she purchases when the order is placed. If Applicant fails to pay for the products or services when placing an order, the order will not be processed. Applicant acknowledges that Young Living product names, as well as the YL corporate name and logos, are the exclusive property of YL. Applicant agrees not to use the trademarks, YL product names, corporate name, or logo to promote his/her independent business or any other purpose without written authorization from YL. Applicant further acknowledges that YL's customer lists; Distributor lists; manufacturing procedures; formulas; operating, financial, and marketing materials; YL Genealogy Reports; Policies and Procedures Manual; and Compensation Plan are proprietary YL property and contain confidential business information and trade secrets. During the term of the Agreement or thereafter, Applicant agrees not to use such materials and information except to develop his/her YL business pursuant to this Agreement and not to compete with Young Living. Applicant agrees not to disclose the information contained in those reports to third parties or to recruit, solicit or otherwise engage other YL members to participate in other business ventures. Applicant acknowledges that YL is not liable for any damages or losses caused by the delay or inability to manufacture, sell, or deliver its products due to labor strikes, accidents, fire, flood, acts of civil authority, acts of God, or from any other causes that are beyond the control of YL. This Agreement cannot be sold or assigned without the written approval of YL. All permitted successors in interest or assigns must comply with all terms of this Agreement. YL may assign this Agreement at any time. This Agreement shall be interpreted and construed in accordance with the laws of the State of Utah applicable to contracts to be performed therein. Any legal action concerning this Agreement shall be brought in any state or federal court located in Utah County, Utah. In the event any court of competent jurisdiction shall declare any portion of this Agreement to be invalid, the remainder of this Agreement shall not be invalidated thereby but shall remain in full force and effect. This Agreement, the Policies and Procedures, and the Compensation Plan (all of which are incorporated herein by reference), constitute the entire agreement between Applicant and YL, supersede all prior agreements, and no other promises, representations, guarantees, or agreements of any kind shall be valid unless in writing and signed by both parties. Only an instrument in writing signed by all parties may modify this Agreement. The waiver by Applicant or YL of a breach of any provision of this Agreement shall not be considered to be a continuing waiver and shall not operate or be construed as a waiver of any subsequent breach by either party. Waiver of any term of the Policies and Procedures Manual must be in writing and signed by an authorized officer of Young Living. The covenants and obligations of Applicant to abide by the nonsolicitation, the trade secrets, and confidential information convenants contained herein shall survive termination of this Agreement. Applicant agrees that upon a breach of this Agreement YL will be immediately and irreparably harmed and cannot be made whole solely by monetary damages. Applicant agrees that the remedy at law for any breach of any provision of this Agreement shall be inadequate and that, in addition to any other remedies in law or in equity it may have, YL shall be entitled, without the necessity of proving actual damages, to temporary and permanent injunctive relief to prevent the breach of any provision of this Agreement and/or to compel specific performance of this Agreement.