This Independent Representative Agreement is made and entered between: , an independent Representative hereafter referred to as "Representative", and Laura Mercer / Northern Candles, hereafter referred to as "Company". In consideration of the covenants and conditions hereinafter set forth, Company and Representative agree as follows:

1. SERVICES
Representative shall perform the following services for the Company (the "Work").Represent the Company in Candle Parties, Private Persons, Craft Shows, Private, Commercial and/or Retail Companies.Sale of goods/products created by the Company.
Representative shall represent the Company through his/her Distributor (if applicable) and the Company.
Representative is responsible for all cost of booth rentals, table rentals, etc if so desired to sell products in this fashion. The Company does not cover these costs.
Representative MUST sell all Company products with labels with Northern Candles adorning the products. Representative agrees to have his/her name on the NC web site.

2. REPORTING
Representative shall report to the Company. Representative shall provide a weekly written (email) and/or oral report to the Company on his/her progress on assignments and/or orders.
This will keep the Company informed on progress, orders and sales reports.
If a Representative receives a package with broken merchandise, he/she must inform the Company within 5 days. The Company is not responsible for items the shipper has broken in transit. The Company shall contact the shipper and file a reimbursement form. The Representative may also keep the product at a discount cost if he/she chooses to.

3. TERM
Representative agrees to perform services for the Company for 1 year. A new contract will be presented to the Representative 1 month before the previous years contract expires.
The Company may terminate the use of Representative services at any time without cause and without further obligation to Contractor.
Representative is required to inform the Company with 2 weeks written notice of termination of employment.

4. PAYMENT
Representative will receive as follows: Wholesale cost discount of 25% of products for the duration of employment (cost of products will be determined upon cost of supplies to Northern Candles and may be changed to a higher discount if the representatives sales reach a certain level at any time by the Company).
From time to time, the Representative will receive added extra discounts on unique and new items.
Representative must pay for all orders in full to the Company prior to shipment of goods. Orders will be shipped directly to the Representative once payment has been received.
Representative is required to pay for all shipping charges of his/her packages.
Large quantity orders over $1,000 subject to 50% deposit payment before items will be shipped. 50% of product will be shipped once initial payment has been received. Second shipment will be shipped once the balance of payment due has been received.

5. CONFIDENTIALITY AND OWNERSHIP
a. Representative recognizes and acknowledges that the Company possesses certain confidential information that constitutes a valuable, special, and unique asset. As used herein, the term "confidential information" includes all information and materials belonging to, used by, or in the possession of the Company relating to its products, processes, services, technology, inventions, patents, ideas, contracts, financial information, developments, business strategies, pricing, current and prospective customers, marketing plans, and trade secrets of every kind and character, but shall not include (a) information that was already within the public domain at the time the information is acquired by Representative, or (b) information that subsequently becomes public through no act or omission of the Representative. Representative agrees that all of the confidential information is and shall continue to be the exclusive property of the Company, whether or not prepared in whole or in part by Representative and whether or not disclosed to or entrusted to Representative's custody. Representative agrees that Representative shall not, at any time following the execution of this Agreement, use or disclose in any manner any confidential information of the Company.

b. To the extent any inventions, technologies, reports, memoranda, studies, writings, articles, plans, designs, specifications, exhibits, software code, or other materials prepared by Representative in the performance of services under this Agreement include material subject to copyright protection, such materials have been specially commissioned by the Company and they shall be deemed "work for hire" as such term is defined under Canadian and American copyright laws. To the extent any such materials do not qualify as "work for hire" under applicable law, and to the extent they include material subject to copyright, patent, trade secret, or other proprietary rights protection, Representative hereby irrevocably and exclusively assigns to the Company, its successors, and assigns, all right, title, and interest in and to all such materials. To the extent any of Representative rights in the same, including without limitation any moral rights, are not subject to assignment hereunder, Representative hereby irrevocably and unconditionally waives all enforcement of such rights. Representative shall execute and deliver such instruments and take such other actions as may be required to carry out and confirm the assignments contemplated by this paragraph and the remainder of this Agreement. All documents, magnetically or optically encoded media, and other tangible materials created by the Representative as part of its services under this Agreement shall be owned by the Company.

c. The Representative agrees to communicate with the Company in regards to product display, promotions, craft shows, candle parties, and so forth in regard to how the Company product and services are displayed and managed. All Company products are to be sold with labels adorning the Company label, logal, website and/or business card. The Representative may add his/her own email address, phone number, to Company products in order for re-communication to customers, clients and any interested parties. The Representative agrees to represent the Company products and services as such owned and operated by the Company and not his or her own business. The Representative shall update and/or supply the Company with customer address, phone number and/or email address for communication and product orders if at any time requested by the Company.

6. RETURN OF MATERIALS Representative agrees that upon termination of this Agreement, Representative will return to the Company all photos, drawings, blueprints, notes, memoranda, specifications, designs, writings, catalogues, devices, documents, sample products, and any other material containing or disclosing any confidential or proprietary information of the Company. Representative will not retain any such materials.

7. WARRANTIES Representative warrants that:
a. Representative agreement to perform the Work pursuant to this Agreement does not violate any agreement or obligation between Representative and a third party; and
b. The Work as delivered to the Company will not infringe any copyright, patent, trade secret, or other proprietary right held by any third party; and
c. The services provided by Representative shall be performed in a professional manner, and shall be of a high grade, nature, and quality. The services shall be performed in a timely manner and shall meet deadlines agreed between Representative, Distributor and the Company.

8. INDEMNITY
Representative agrees to indemnify, defend, and hold the Company and its successors, officers, directors, agents and employees harmless from any and all actions, causes of action, claims, demands, cost, liabilities, expenses and damages (including attorneys' fees) arising out of, or in connection with any breach of this Agreement by Representative.

9. RELATIONSHIP OF PARTIES Representative is an independent contractor of the Company. Nothing in this Agreement shall be construed as creating an employer-employee relationship, as a guarantee of future employment or engagement, or as a limitation upon the Company' sole discretion to terminate this Agreement at any time without cause. Representative further agrees to be responsible for all of Representative's taxes, withholding, insurance, and other benefits. Representative shall provide the Company with satisfactory proof of independent Representative status.

10. OTHER ACTIVITIES Representative is free to engage in other independent contracting activities, provided that Representative does not engage in any such activities which are inconsistent with or in conflict with any provisions hereof, or that so occupy Representative's attention as to interfere with the proper and efficient performance of Representative's services thereunder. Representative agrees not to induce or attempt to influence, directly or indirectly, any employee at the Company to terminate his/her employment and work for Representative or any other person.

11. MISCELLANEOUS
a. Attorneys' Fees. Should either party hereto, or any heir, personal representative, successor or assign of either party hereto, resort to legal proceedings in connection with this Agreement or Representative's relationship with the Company, the party or parties prevailing in such legal proceedings shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorneys' fees and costs in such legal proceedings from the non-prevailing party or parties.
b. This agreement shall be binding upon me and my personal representatives and successors in interest, and shall inure to the benefit of the Company, its successors and assigns.

Signed this
day of
20

Company Representative:

Print Name:
Address:
Phone:
Email:

Northern Candles Company

Laura Mercer

Laura Email:
lj2002@rogers or northerncandles@rogers.com
Phone: (905) 796-8215
www.northerncandles.net
www.northerncandles.theshoppe.com