Joint Marketing Membership Agreement · 2018-11-21 · 0 . Joint Marketing Membership. Agreement ....

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0 Joint Marketing Membership Agreement The Joint marketing Membership Agreement is entered into this ______ day of ____________, 2018. (the “effective Date”) by and between The Platinum/Ambassador Group LLC, a Nevada Limited Liability company (the “Company”), with offices at 10632 North Scottsdale Road, Suite B-206, Scottsdale, Arizona, 85254, and a consortium of Mannatech Associates who are U.S. Independent Associates of Mannatech, Incorporated. The Company and the Participants are sometimes referred to herein collectively as the “parties” or individually as a “party.” RECITALS A. Gary Sanford (“Sanford”) is the sole member and sole manager of the Company. B. The Participants are independent sales associates of Mannatech, Incorporated. a Texas corporation (“Mannatech”), within Mannatech’s United States network. It is probable that Canadian Associates, desiring to build in the U.S. and Canada and subject to Canadian rules of engagement, may also desire to participate. Mannatech is not a party to this Agreement but Independent Associates must abide by the Mannatech Associate Policies and Procedures in conducting their business in all Countries. C. Sanford has entered into a strategic relationship with Richard Taylor, CEO of Taylor Media Group International, Inc. (“TM Group”). The current initial launch streaming video content pieces have been reviewed for compliance purposes.

Transcript of Joint Marketing Membership Agreement · 2018-11-21 · 0 . Joint Marketing Membership. Agreement ....

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Joint Marketing Membership

Agreement The Joint marketing Membership Agreement is entered into this ______ day of ____________, 2018. (the “effective Date”) by and between The Platinum/Ambassador Group LLC, a Nevada Limited Liability company (the “Company”), with offices at 10632 North Scottsdale Road, Suite B-206, Scottsdale, Arizona, 85254, and a consortium of Mannatech Associates who are U.S. Independent Associates of Mannatech, Incorporated. The Company and the Participants are sometimes referred to herein collectively as the “parties” or individually as a “party.”

RECITALS A. Gary Sanford (“Sanford”) is the sole member and sole manager of the Company. B. The Participants are independent sales associates of Mannatech, Incorporated. a Texas corporation (“Mannatech”), within Mannatech’s United States network. It is probable that Canadian Associates, desiring to build in the U.S. and Canada and subject to Canadian rules of engagement, may also desire to participate. Mannatech is not a party to this Agreement but Independent Associates must abide by the Mannatech Associate Policies and Procedures in conducting their business in all Countries. C. Sanford has entered into a strategic relationship with Richard Taylor, CEO of Taylor Media Group International, Inc. (“TM Group”). The current initial launch streaming video content pieces have been reviewed for compliance purposes.

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Sanford has extensive experience with TM Group from a previous engagement with TM Group/PBS the Dr. Ben Carson production entitled “the Missing Link, The Science of Brain Health.” Richard Taylor, a strategic partner, is a World Class Media Strategist with extensive background for integrating a variety of media strategies to accomplish significant goals requested of TM Group. Sanford has been a Mannatech Associate for 22 years with previous highest level achievement of Platinum Presidential and previous highest Global level of achievement of #6 in the World with Mannatech. Sanford has also been a recipient of the prestigious Ray Robbins Giving Spirit Award at Mannatech. *( See attachment in email or on membership website giving background of Sanford, Taylor and intellectual contributors (Dr. Steve Hines and Dr. Steve Nugent) for the initial content created for this Marketing System.) D. The Company’s goal is to attract a minimum of 300 Associates to enter into this Agreement as Field Founders with a $600 membership contribution to access, utilize and test the produced content. This will be for a period of six months at a $100 membership per month totaling $600, provided in an up-front payment to the Company. These funds will be utilized as capital for developing and testing an integrated media program to provide and test quality leads for the Founder Group Participants and General Participants.

1. It is the Company’s belief that the current “intellectual” content, combined with Mannatech initiatives and Associate’s abilities to traditionally network, will enhance Associate’s abilities to improve upon recruiting both customers and associates. The Company believes the content alone is well worth the $600 six month cumulative contribution for membership.

2. With validation of “content” value for Associate contacts and

testing conversions of leads produced, the Founding Member

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Associate Group will be taking a position of responsibility for making an effort to find solutions for optimally building their business.

3. During the six month testing and evaluation phase, the

participating Founder Member Associates will have first right of refusal for leads produced. Some costs associated with lead acquisition may need to be incorporated into a cost-per-lead and operational cost analysis. It is the intention for the Company to not need to charge for lead acquisition during the test phase, depending on any additional costs potentially associated with lead distribution.

Upon a successful lead conversion back end analysis, the Company will project and determine a price per lead for an on-going roll out campaign. All Founding Member Associates will be offered future roll out campaign leads at a 10% discount to the general population non-founder membership participants cost-per-lead. 4. Lead assignments for the initial TEST phase will be evenly

distributed to Founder Participants beginning with an allocation prioritizing the date of receipt of Participant’s signed Marketing Agreement, including payment. Since we can’t accurately predict the number of leads to be produced in TEST markets, we can not guarantee that all Participants will receive a lead during the targeted TEST phase. In the event of a roll out of the lead generation campaign, Founders and General Members will receive an appropriate pro-rata share of leads generated.

5. All Founding Members and General Members who continue their

membership past the original six months phase, will be offered leads on a pro rata basis. Lead generation will be done on a best efforts basis for everyone involved. Founder discounts will apply per the terms and conditions set forth.

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Only eligible Founder Members will receive a 10% ongoing discount for leads as long as they maintain their continuity of membership relationship with the Company. If they drop out of membership and then come back in later, they will be considered a general member and lose their founder membership discount privileges. Founder Members will also receive additional privileged discount benefits to be announced for continuing membership and support of Platinum Group expansion plans to improve value of membership programs. 6. There is no assurance that current marketing “content” will

produce the results desired or that appropriate lead costs and value will be achieved. It is the company’s belief that six months of testing will substantiate sufficient value.

If successful, a roll out is probable and all Founding Members will be in a preferred discount position to participate. A participation model will be established at that point based on metric measurements and analysis of cost/value including projected capital needs for an evolving national roll-out of the marketing lead system. 7. It is imperative that enough Associates participate as

Founding Members for this initiative to optimally succeed. By

dividing the costs among many, the individual risks are reduced

significantly in relationship to the upside potential for unilateral

success.

8. We will “hold” all checks and signed Agreement subscriptions of

Founding Members and not deposit any funds until enough capital has been provided for us to move forward. The Company believes @ $100 per month, the optimum goal number of Founding Participants is >300 Associates.

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The criteria for participation, will be a desire to want to optimize one’s ability to build a large successful business for themselves. Title or previous achievement levels would be helpful but not necessary to participate. All Associates will be encouraged to participate, especially if they are driven to succeed and have an entrepreneur’s spirit. The more down line that leaders can encourage to participate, the greater the upside potential for everyone. An effective Marketing system may be the “missing link” for optimizing Mannatech, “a Company of Destiny”. The growth of our businesses are the foundation for that to occur. The unity and synergy of everyone; field leadership, The Company and Mannatech, can optimize our potential for success. The timeframe we are establishing to attract enough Founding Members, is now adjusted to December 31, 2018 (see Exhibit B). The participation number will determine our next step. The company reserves the option to potentially extend the time frame to allow us to achieve adequate membership participation to move forward. However, there is no guarantee that an extension will be offered or possible. If for any reason we do not reach the needed membership minimum goal of 300, all checks will be sent back to those who committed or an alternative option pathway may be considered and disclosed to Participants for a decision to consider. Time is of the essence, as capital requirements to continue may be constrained. Sanford is continuing to carry the cost of operation from his own personal resources during this time period of membership decision. Much of the upfront capital cost risks for content creation has already been taken by Sanford. Now is the time for unity, more than anytime we can think of in our history. If you believe what we believe, “all things are possible through Him.” Recent focus by Mannatech to bring enhancement and focus to recruiting with a more

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professional understanding and training for the field to expose the value and belief of our distribution model, should enhance the combined “synergy” value that we bring to the field to differentiate ourselves within our Industry. We believe the “sampling tests” also opens up the potential for success, especially if integrated with the “content” that we have produced

AGREEMENT 1. Marketing and Promotional Activities: To the extent indicated on

Exhibit B hereto, the parties agree to use commercially reasonable efforts to engage in the marketing and promotional activities described in Exhibit B hereto.

2. Participation Amount Benefits: Subject to the terms and conditions

of this Agreement, each Participant hereby agrees to pay to the company upon execution of this Agreement the amount listed under Participant’s signature to this Agreement (the “Participation Amount”), and any additional amounts (lead costs) that may be required by the Company as described in Exhibit B, which shall be used by the company as described in Exhibit B. In exchange for paying the Participation Amount, and subject to Section 2.3, each Participant shall be entitled to 100% website utilization of content already produced in addition to stated lead generation distribution potential, as previously stated.

2.1 If marketing tests prove financially successful (lead cost, lead

conversion and economic value determined to be successful) and a campaign roll-out occurs, then a lead cost amount will be established, per generally accepted standards of the industry. These leads will be equitably offered to Founding Member participants at a 10% discounted rate to the general membership rate. Any leads not purchased will become the sole property of the Platinum Group.

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To participate, all Mannatech Associates must have an active membership account with the Company and the Associates must be active Associates with Mannatech, Incorporated.

2.2 It is the intent of the Company to continually enhance, expand and improve the current created “content” on a best effort basis. This will be an evolving process. The original $100/month membership fee to access said “content”, is for the six month test trial period. As value is determined and enhancements are added to the Membership platform, the membership fee will be evaluated based on economic calculations to provide an appropriate membership “fee” in relationship to value provided.

Membership fees may go up or down based on the economic value of the membership and number of participating members. The Company reserves the option to adjust Membership fees with a minimum 30 days notice given to members, only after the six month trial period is completed.

2.3 In the event that Participant ceases to be an independent sales associate of Mannatech, all rights to receive the Participant’s pro rata portion of the Benefits and “content” access shall terminate immediately, with no right to a refund of any Participation Amount paid.

3. No Other Rights: Each Participant hereby acknowledges and agrees

that:

3.1 the Copyrighted Material is or will be jointly owned by the

Company and TM Group.;

3.2 Participants have no rights to, or interest in, the Marketing System, or rights to edit or approve the content of the Marketing System; and

3.3 Participants have no rights to, or interest in, the Company.

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4. Representations and Warranties of the Participants. Each

Participant hereby represents and warrants to the Company that such Participant acknowledges and understands that;

4.1 Participant is not purchasing, and will not have any rights to, or interest in, the Company or the Copyrighted Material;

4.2 Participant has received, carefully reviewed, and understands

the information contained in Exhibit B and Joint Marketing Agreement;

4.3 Participant does not expect that Participant’s payment of the

Participation amount will generate any profit, dividend, periodic payment, return on investment, increased value of investment or other financial gain from the Company;

4.4 in exchange for paying the Participation Amount, Participant will

only be entitled to receive Participant’s pro rata portion of Lead Benefits, including access to marketing streaming video content;

4.5 any profit or financial gain generated from Participant’s pro rata

portion of the Benefits shall be due to Participant’s efforts, and Participant does not expect any profit or financial gain due to the efforts of any other party to this Agreement;

4.6 there can be no assurance that any Marketing Leads will be

generated from the media test campaign, or if any Marketing Leads are generated, there can be no assurance that they will be useful or successful.

4.7 there can be no assurance that the Company will sponsor or

engage in other joint marketing efforts that will be a benefit to or offered to Participant in the future; and

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4.8 this Agreement is not exclusive, and the Company may enter into additional joint marketing agreements with other participants for their participation in programs that the company may sponsor. It is, however, the intent to build value in the Membership Program as a primary priority.

5. Mutual Warranties; Limitation of Liability. 5.1 Warranties. Each party represents and warrants to the other that

5.1.1 it has the full power to enter into this Agreement and to perform its obligations hereunder.

5.1.2 this Agreement constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, and

5.1.3 this Agreement does not contravene, violate or conflict with any other agreement of such party.

5.2 Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT NEITHER PARTY MAKES, AND EACH PARTY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. FURTHER, THE COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT ANY MARKETING LEADS WILL BE GENERATED FROM THE MEMBERSHIP PRIVILEGES OF THE MEDIA TESTS OR CONTENT

PROVIDED OR ANY FUTURE JOINT MARKETING EFFORTS OF THEPARTIES, AND THAT IF ANY MARKETING LEADS ARE GENERATED OR FUTURE MARKETING EFFORTS ARE UNDERTAKENTHE COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THEY WILL BE USEFUL OR SUCCESSFUL. 5.3 Limitation of Liability of the Company. THE COMPANY SHALL

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NOT BE LIABLE TO THE PARTICIPANTS FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES, EXCEPT TO THE EXTENT RELATED TO THE COMPANY’S OBLIGATION TO ENTER INTO THE MEMBERSHIP AGREEMENT AND TO PERFORM ITS OBLIGATIONS THEREUNDER. IN NO EVENT WILL THE AGGREGATE LIABILITY TO THE COMPANY UNDER THIS AGREEMENT EXCEED THE AGGREGATE PARTICIPATION AMOUNT RECEIVED UNDER THIS AGREEMENT. 6. No Agency. Notwithstanding anything in this Agreement, neither party

will make any claims, representations or warranties on behalf of the other party or bind the other party, and neither party is authorized to do so by this Agreement. The relationship between the parties will be that of independent contractors. Nothing contained herein will be construed to imply a joint venture, principal or agent relationship, or other joint relationship, and neither party will have the right, power, or authority to bind or create any obligation, express or implied, on behalf of the other party.

7. Indemnification. Except as expressly set forth in this Section 7 neither

party shall have any obligations to indemnify the other party.

7.1 By Participants. Each Participant agrees to indemnify and hold harmless the Company from and against any and all claims, damages, liabilities, losses, judgments, costs, and attorneys’ fees arising directly out of or relating to such Participant’s negligence, misconduct, and/or violation of any applicable laws or governmental rules and regulations in connection with Participant’s sales activities as an independent sales associate of Mannatech utilizing the Marketing Leads, if any, generated by the Membership privileges of the Marketing System. Notwithstanding the foregoing, the Company shall have the right, in its absolute discretion and at its sole cost, to employ attorneys of its own choice and to institute or defend any claim for which the Company has a right to be indemnified.

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8. General. 8.1 Governing Law: Venue. This Agreement is to be construed in accordance with and governed by the internal laws of the State of Arizona without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Arizona to the rights and duties of the parties. Each party hereby irrevocably consents to the jurisdiction and venue of the state and federal courts located in Maricopa County, Arizona in connection with any claim, action, suit, or proceeding relating to this Agreement and agrees that all suits or proceedings relating to this Agreement shall be brought only in such courts, provided that either party may seek injunctive, equitable or similar relief from any court of competent jurisdiction.

8.2 Waiver: Severability. No waiver of a party’s rights shall be effective unless such waiver is in writing signed by the waiving party. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held invalid, illegal, against public policy or is otherwise unenforceable, the remainder of this Agreement or the application of such provision to persons or circumstances other than those to which it is held invalid shall not be affected thereby.

8.3 Notice’s. Any notice required or permitted to be given by either party under this Agreement shall be in writing and sent to each party at its address or email address set forth in Exhibit A of this Agreement, or such new address as may from time to time be supplied by the parties hereto in accordance with this Section 8.3.

8.4 Captions; Entire Agreement; Amendment. The captions or headings of the Sections of this Agreement are for reference only and are not to be construed in any way as part of this Agreement. This Agreement and the Exhibits attached hereto and incorporated herein by reference constitutes the complete understanding and agreements of the parties and supersedes all prior and contemporaneous

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negotiations, understandings and agreements with respect to the subject matter of this Agreement. Any modification or amendment of any provision of this Agreement will be effective only if in writing and signed by an authorized representative of both parties.

8.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery by facsimile or by electronic transmission of an executed counterpart of any signature page to this Agreement to be executed hereunder shall have the same effectiveness as the delivery of a manually executed counterpart thereof.

( Remainder of Page Intentionally Left Blank)

IN WITNESS WHEREOF, the undersigned Company has executed this

Joint Marketing Membership Agreement as of the date first written above.

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THE COMPANY

The Platinum/Ambassador Group LLC By:___________________________ Name: Gary Sanford Title: Manager, The Platinum/Ambassador Group LLC (Participant Signature Page Follows)

Company Signature Page

IN WITNESS WHEREOF, the undersigned Participant has executed this Joint Marketing Membership Agreement as of the date first written above.

PARTICIPANT (Signature)__________________________ ( Print) Name:________________________

Title (if entity):_________________________

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Participation Amount: $600 The minimum Participation Amount is $600 representing access to video streaming content and a pro rata share of leads per the Agreement .

Essential Information -Print Clearly--

Name:______________________________________________ Address:_______________________________________________

City:___________________________________________________

State, Zip_______________________________________________ Participant Signature Page Email Address:__________________________________________ Cell Phone:_____________________________________________ Secondary Phone________________________________________ Primary Position Mannatech Control Number_________________

EXHIBIT A The Platinum/Ambassador Group LLC, Gary Sanford, Manager, has contributed in excess of $300,000 personal funds plus Sanford’s time and energy from May 1, 2017 thru November 1, 2018. Sanford continues to provide funding support during the envisioned membership drive allocated time frame.

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It is the Company’s belief that independent synergy between Mannatech, Incorporated., Field Leadership and our Company efforts, will provide value for the mission of Mannatech, through supporting the growth of the field’s U.S. business. Mannatech Incorporated has no ownership interest in the Company. The Company is a separate and distinct entity created by Gary Sanford to support the Associate field of Mannatech Independent Associates, through a membership relationship to enhance Associate businesses with a marketing support system. Contact Information & Membership Mail Address: The Platinum/Ambassador Group LLC Attn: Gary Sanford, Manager 10632 North Scottsdale Rd. B-206 Scottsdale, AZ. 85254 Email: [email protected] or [email protected] (NOT gmail) Personal Cell (Gary): 480-200-4846 Personal Cell (Linda) 702-682-4784

Exhibit B Capitalized terms, if not defined in this Exhibit B, have the meanings set forth in the Joint Marketing Membership Agreement. The following discussion contains various statements about the Company’s expectations with regard to the Company’s Membership Marketing Support System. These Expectations are based on the Company’s beliefs concerning many factors including; the public’s interest in learning about financial and wellness opportunities; the condition of the market for health and wellness products; general economic conditions; expectations regarding the reach of media initiatives and number of viewers that will be exposed to the media; expectations regarding the number of viewers that will request information after viewing the media initiatives; expectations regarding additional opportunities in the future that will become available to the Company for marketing Mannatech and/or certain of its products through use of the Copyrighted Materials, or through other opportunities; and other similar matters. These beliefs are based on present circumstances. Mr. Sanford’s knowledge of and experience with the health and wellness industry, Mr. Sanford’s knowledge and experience of the success rate of past special programs produced by Mr. Taylor, and on other assumptions the Company has made. When used in this discussion, the words “believe,” “anticipate,” “estimate,” and similar expressions are intended to identify these Expectations. There is no guarantee that any of the Company’s Expectations will actually occur. Such Expectations are subject to certain risks, uncertainties and assumptions. Should one or more of the risks or uncertainties materialize, or

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should underlying assumptions prove incorrect, actual results may vary materially from those anticipated or estimated.

A. The Marketing System

The Company’s reasons for determining to launch “content” and media lead generation.

1. Increased Public Interest: The Company believes that there has been an increase in public interest in desiring to learn how to access a pathway to Wellness and Financial security.

2. Exposure of Mannatech:: The Company believes that integrating a comprehensive multi-faceted media strategy will expose viewers to Mannatech’s mission, vision and “value” propositions.

3. The wellness industry is a $2 Trillion growing entity. Direct Sales is a $180 Billion industry. Financial security and resources can be accessed by fulfilling the needs of the marketplace. Disruptive and differentiated technologies are important for accessing market penetration. Understanding ownership and wealth creation principles is optimal. We believe that innovation in this area is long overdue for our industry. We also believe perceptions of our industry can be revitalized with a fresh “long form” intellectual approach compared to the traditional opportunity message.

4. According to Wellness the Next Trillion Dollar Industry, second edition by Paul Zane Pilzer, the future belongs to intellectual distribution and not physical distribution of product.***The Company believes that offering long form “intellectual content” will facilitate the messaging in the marketplace.

a. A system that can provide quality, effective and authoritative “content” empowers the Associate and leverages their time and potential success potential.

b. An important part of building the Associate business is in the presentation to new prospects, including educating current users of our wellness and financial system unique features in a compliant manner.

c. All created content has been reviewed for compliance purposes thus supporting a duplicatable “system” of communication of the value propositions.

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The Company’s Expectations Regarding the streaming video Content of the Marketing System 1. The Company believes Associates will be better prepared to build their business through utilization of long form intellectual “content” that is duplicatable and compliant for presentation to the marketplace. The Company has produced 6 individual streaming video intellectual marketing pieces. a. The Company believes that a Wellness Pathway should incorporate a science based safe and effective wellness “system” that supports the ability of Associates and customers to achieve a healthy Body Composition Index (healthy body fat %, lean mass %, and bone density maintenance). We classify this goal as intelligent weight management.

Website Access Support #1

*Dr. Steve Nugent TruHealth “Interview” 30 minutes

*Dr. Steve Nugent TruHealth “Lecture” 54 minutes b. In addition to the public’s goal of intelligent weight management, it is essential to implement a foundation nutrition “support system” to begin a Pathway to Wellness. Website Access Support #2

*Dr. Steve Nugent Nutrition Support System “interview” 38 minutes *Dr. Steve Nugent Nutrition Support System “presentation 79 minutes c. The Company believes the field Associates could also use support in providing innovative intellectual “content” to attract people seeking financial resources, security and wealth in the new economy. Website Access Support # 3

*Dr. Steve Hines “ Interview” 42 minutes *Dr. Steve Hines “presentation” 99 minutes The above six streaming video content can fill a multitude of needs.

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1. They are very educational for both current and future customers.

2. They can support the need for information to provide what wellness buyers

may need to make a “buying” decision. (Intellectual Distribution)

3. They would be excellent for educating existing customers as repetition of benefits encourage retention of customers.

4. Recruitment of customers and associates leading to long term commitments

for products and strategies, is the foundation for a growing sustainable businesses in the Company’s view.

5. They allow the Associate to be more of a “connector” of information rather than

a professional salesperson, nutrition expert or public speaker.

6. Number 5 above makes the system more easily duplicated and may allow common people to more effectively achieve uncommon results.

7. They do the qualifying for the Associate so they don’t personally feel the

negative feelings of rejection. Let the skilled and authoritative presenters do the presenting. Give viewers an opportunity to make a choice.

d. Although certain skill sets can enhance one’s success in a network marketing business (presentation skills, sales skills, knowledge of nutrition, credible authentic credentials, extrovert personality and people relationship skills etc.) these skill sets are very difficult to learn and execute. The duplication of such skill sets into an organization downline become very difficult, tedious, time consuming and may contribute to avoidable attrition of Associates. Personal development, especially attitude, self confidence, thinking big, edification and dream boarding are all very valuable personal strengths that can be developed and enhanced. Mannatech’s current CEO has exceptional skill sets being executed into the field in this arena of support. e. It is the Company’s belief that a successful momentum growing atmosphere can be created for average people (networkers) when they are empowered in delivering the presentation. Average network marketers can be more successful connecting information with their centers of influence when they have access to authoritative, well orchestrated and quality presentations that can be shared with their contacts or leads. f. The “content” discussed needs to be executed in a way to meet the expectations of the market place in the “new economy.” Information delivery in the “new economy” is changing rapidly. Whether an Associate wants to do personal presentations, in-home

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meetings, hotel meetings, strategic relationship connections or social media- the “content” should ideally be utilized in all forms and methods for delivery of the presentation (value propositions). The “shift” which is gaining momentum, is the ability to penetrate the “cocoon” of the interested prospect and use telecommunications and the internet to empower the decision making process of wellness and financial resource seekers. g. The “current content” that is being provided to Founding and subsequently General members, needs to be tested in the marketplace to confirm its value for Associates. The Company believes that the current content will provide value, when postured and used correctly. The Company does have the ability to update, adjust and produce additional new content, as needs are identified. h. The Company believes that the six streaming high quality videos will enhance the process of communication and presentations for associates. By leveraging the distribution of this “content,” it can enhance both quality and quantity of an Associate’s ability to reach more identified potential prospects and leverage one’s time in the process. Think multiplication of effort and messaging and duplication of such in the downline. Quote: “You enrich yourself in proportion to the quantity and quality of your ability to enrich others.” Our goal is to enhance this quotes inherent message. i. The Company believes we are looking for people who seek understanding and believe what we believe. Are they seeking or open to information that can empower them to improve their finances and “quality of life”, through finding and sharing safe, effective and science based pathways for wellness by leveraging disruptive advanced nutrition technology and wealth building information support systems? j. It is the belief of the Company, that more people will purchase when they become informed. In this approach, customers do not feel like they are being “sold.” It is the Company’s belief that the majority of the population do not like being “sold” in the traditional sense. Many do not like to be perceived as “selling,” (manipulative perception). Therefore, suggesting that you have to know how to “sell” to build your business, may not be optimal to create a mass cause driven movement in the marketplace. People who are mission driven, passionate, “called”, or purpose driven to serve others would be optimal to orchestrate an “attraction” to our desire to make a difference in our Country and the World. We are in a learning curve as a Nation to discover the importance of quality of life, freedom and choice. If we can get this initiative off of the ground through Field Support, Members will have an opportunity to extend beyond the original 6 months with a to be determined monthly membership fee. Many factors will go into analyzing the value of Membership,

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especially as more support is added to the site. Cost/Value analysis will be the foundation for what we do in this arena. The Company believes that the streaming content messaging, which has been produced and meets compliance review standards, is worth the $100 per month, six month commitment of $600. This will contribute to protecting our businesses and our future potential for success. B. The Company’s Expectation Regarding Marketing Leads and Vision While the membership participants are implementing the use of the created streaming content into the execution of their customer and associate recruiting efforts, the Company intends to leverage the membership fees to implement phase II of our vision. It is the belief of the Company that the field Associates need support in expanding the footprint of their individual businesses. In addition to the Company addressing the need for “content,” it is evident that another “missing link” would be a high quality media awareness driven lead generation program. The Company intends to execute a strategic multi- faceted media approach in strategic partnership with TM Group. This effort has multi -year potential and could eventually self-fund itself and any anticipated media costs, if we maximize the value of the enormous talent and connections that TM Group has established in several decades of media experience. (See attachment involving Background of Strategic Partners and Master Mind Team)

a. The success of each step of the plan will allow doors to open and compound into a “purpose driven” movement to serve others.

b. The Field Founder Members will be the group that will allow this to manifest because of the unified vision to collectively make this happen.

c. The Company’s purpose driven calling and mission is very strong. We believe our journey in life has brought us together for such a time as this. We believe in the field Associates of Mannatech and also believe that Divine Intervention has played a role in bringing all of us together.

d. Through the Independent Contractor relationship all Associates are entitled to in their association with Mannatech, a synergy can evolve to enhance the success of the Group’s efforts.

e. The Company believes that this is an opportunity and responsibility upon which great companies can manifest their destiny and calling. Mannatech is that Company all of us have an Independent Contractor relationship with.

f. There is no guarantee or assurance that this media approach will achieve their objectives. The belief and vision of the Company is very clear and focused. The experience and track record of TM Group is exceptional. The collaborative field

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effort and additional strategic partnering potential to achieve the goals, we believe are incredible.

g. The Company believes that trust, integrity and ethical behavior, is the foundation upon which relationships can flourish and grow.

h. We are excited about the opportunity of working in collaboration with the field Associates. “As one” we can change the world for the better.

i. This is our belief and we now are asking you to join us through membership in this great endeavor to propel Mannatech, a Company of Destiny.

j. All Founding Members will be in a “preferred position” as Founders. All future members, who participate in the membership program, will receive benefits commensurate to their membership (Founder or General) and personal efforts.

k. The leads that we visualize will manifest, will fill the funnel of hope for mankind. l. We believe that we have been “called” to this mission and our intent is to produce

a lead generation program to bring hope to those praying for help in both wellness freedom and financial freedom needs in their lives.

C. Participation Amount and Use of Proceeds Target goal of 300 membership participants will produce $100 per month for the six month trial period ($600) per Associate. The more members we can attract over time then the more we will be able to enhance “content” and test/implement media strategies with a major focus on television but with an integrative approach for all media channels, including the internet. Example: 300 members x $600= $180,000 or enough funds to operate with a $30,000 per month budget for the six months. Six month goals:

1. Evaluate streaming video marketing content in the field by Members using “content” to educate, upgrade or recruit associates or customers.

2. “Test” a variety of media approaches to develop a sustainable lead generation system.

3. Evaluate synergy of Mannatech’s marketing initiatives with TM Group and Company.

4. Establish important strategic alliances with providers for information processing and lead management systems.

5. Determine capital needs and sources to assure longevity of evolving processes. 6. Measure growth of membership to determine how quickly we can accelerate

content enhancement and lead generation strategies. Sanford will not be paid any compensation or return on investment during the six months test. Sanford has contributed 100’s of hours and in excess of $230,000 to cover

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costs of development of program from May 2017 thru May 2018. Sanford has committed an additional $100,000 to help cover consulting, production, website development etc. to assist in launch of this Founder Membership Program. The success of this vision now lies in the hands of the field associates. It is the Company’s belief that the field will take a strong position of self responsibility to collaborate and bring forth the funds to execute the Master Plan of the Company and TM Group, for the benefit of all. The plan is doable. The risks should be tolerable for the field. Much of the up-front risk investment, has been funded to this point for launch. We pray that your belief is unwavering and your needs/vision will cause you to partner with us, through supporting the Founder Membership Initiative. This could be a major “tipping point” for the future of the U.S. marketplace. D. How to become a Founding Participant To be a Founding Member or General Member (someone who does not commit within 30 days), one should review the Joint Membership Marketing Agreement and attachments. A $600 decision can be made without reading any of the attachments but they should give you some confidence for the Vision. The Company must receive the signed Membership Agreement no later than September 20, 2018, including a check for $600. (six months paid in advance @ $100 per month)

1. Print page 1 of Field Founder Membership Joint Marketing Agreement and fill in

the date.

2. Print the Participant Signature page and fill in all information including

signature.

3. Make check payable to and mail:: The Platinum/Ambassador Group

LLC

%Gary Sanford, Managing Director 10632 N. Scottsdale Road B-206

Scottsdale, AZ 85254

4. Mail method (Federal Express, United Parcel Services UPS, U.S. mail)

5. Receipt of check and date received will determine priority positioning in lead Generation television TEST marketing.

6. Company will sign the Company Signature page, copy and

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Electronically send back to Participant after adequate funding is established.

Company will acknowledge receipt of Membership document by text/email.

7. Check will be held until sufficient funds are received before depositing.

8. Communication will be sent advising of status on or before (revised date) December 31,2018.

*All checks and signed agreements will be held until (revised) December 31, 2018. If at least 300 memberships are received on or prior to December 31, 2018; checks will be deposited and memberships will be activated. *You need to submit for Company to receive no later than (revised) December 31, 2018; to be a founding member. Any exceptions will be reviewed and considered based on circumstances and subject to approval by the Managing Director or their representative. We thank you for your trust and confidence in our efforts to help. *You will receive an email communication on or before December 31, 2018 relaying intent of Company to proceed or an alternative action for your consideration, if membership goal is not reached by that date. Once finalized, website access will be sent directly to you via email or electronic communication.