LIMITLESS TECHNOLOGY PREMIER AGENT AGREEMENT

This Premier Dealer Agreement (the "Agreement") is made and entered into this _____ day of ____________, 20___ by and between Limitless Technology, LLC., a Florida company (hereinafter referred to as "Company") and ­­­­­­____________________________ (hereinafter referred to as "Dealer").

WHEREAS, Company wishes to retain Dealer to sell services as a Authorized Representative for Company territories (defined below in Scope of Work) and Dealer wishes to be retained by Company to provide such services.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Dealer agree as follows:

1.             Scope of Work.  Dealer shall act as a sales representative for the Company in order to market and sell Company's products and services in domestic US markets as requested by Dealer and approved by the Company (together, defined as the "Territory").

2.             Reporting.  Dealer will provide to Company reasonable forecasts, sales data and related opportunity information with respect to the Territory as are reasonably requested by the Company on a monthly basis.

3.             Operational assistance on related matters.

a.             Company will provide products and operational assistance reasonably necessary to ensure that Dealer can meet customer commitments made on behalf of Company.

b.             In soliciting orders, Dealer shall quote only the prices and discounts set forth in Company's then current pricing structure.  All prices shall be payable in currency of the United States of America. Company may change its terms of sale at any time without Dealer's consent.  Company shall have the absolute right in its discretion:  (a) to refuse any orders obtained by Dealer; or (b) to make such allowances and adjustments and accept returns in respect of any shipments as it may determine.

4.             Compensation.  Company shall pay Dealer, as compensation for sales closed and billed a commission in accordance with the signed schedules attached hereto: Additional commission schedules may be added from time to time for additional products and will be marked and signed by both Dealer and Company. Company may change the Compensation Plan at anytime on any schedule, and will provide written notification of such change within 30 days.  Dealer compensation will be based upon the Compensation Plan in effect at the time an Account was obtained or generated. If the Compensation Plan is changed, Dealer's compensation for the Accounts which have already been obtained or generated will not change.  Dealer will not be entitled to compensation in connection with an Account unless Company identifies the related customer order to Dealer at the time Company receives the order.  Company may assign one or more tracking numbers for this purpose. Compensation may end if service or product is discontinued or if the company providing the service or product terminates contract or business operations. Residual compensation is available to active Dealers and sub Dealer(s)  which are approved in writing by Company. If a Dealer/sub Dealer(s) fails to remain active, this will result in the loss of ongoing residual compensation. "Active" means to provide (more than one (1) lead) or quoting opportunity per month, with a minimum of (1) one sale per month.  Note: A minimum of $50.00 must be commissionable before compensation will be issued. Compensation will accrue until the $50 minimum is reached.

5.             Returns and Cancellations.  Dealer may not, on Company's behalf, accept the return of, or negotiate any cancellation with respect to, any of the Company's products, without Company's prior written consent.

6.             Expenses.  Any expenses incurred by Dealer in connection with the sale and closing of services shall be paid by the Dealer.

7.             Insurance.  While performing services for Company, the Dealer shall maintain, at Dealer's cost, any insurance as required by law, including without limitation automobile public liability and property damage insurance in the minimum amount of $300,000 and a current and valid U.S. driver's license,  and shall provide written evidence satisfactory to Company of the foregoing upon Company's request.

8.             Effective Date and Term; Termination.

a.             This Agreement shall take effect as of the latest date (the "Effective Date") on which either the Company or the Dealer has signed this Agreement.  Unless sooner terminated in accordance with the terms of this Agreement, this Agreement shall remain in effect for the period commencing on the Effective Date and expiring twelve (12) months later.  Notwithstanding the termination or expiration of this Agreement and the relationship between Dealer and Company, the provisions of Sections 12 and 13 of this Agreement shall survive and continue following such termination or expiration.

b.             This Agreement may be terminated earlier as follows:

(i)            This Agreement may be terminated by either Company or Dealer at anytime immediately upon a 30 written notice by the terminating party to the non-terminating party.

(ii)           If Dealer violates any provision hereof, Company may immediately terminate this Agreement by written notice to that effect.

(iii)          If Dealer, in the sole and exclusive discretion of Corporation, fails to perform the services in a timely and professional manner, then Company may terminate this Agreement immediately upon written notice to Dealer.

c.             Upon termination or expiration of this Agreement, the parties expressly agree that the following shall take effect: (i) all rights granted to Dealer under or pursuant to this Agreement shall immediately cease; (ii) Dealer shall be entitled to receive the payment of a commission pursuant to and in accordance with the terms and conditions of Section 4 of this Agreement with respect to sales of the products resulting from orders obtained by Dealer and accepted by Company, on or before the date of termination or expiration of this Agreement; and (iii) Dealer shall forthwith return to Company all confidential information and other materials as set forth in Section 14 of this Agreement.

9.             Assignment.  This Agreement is between Company and Dealer. The Dealer's rights hereunder cannot be assigned nor can the performance of Dealer's duties be delegated by Dealer without the prior written consent of Company.

10.           Control of work.  Subject to limited review by Company to ensure compliance with the guidelines set forth herein, Dealer shall have the full authority to control and direct the manner of performance of the services provided by Dealer to Company under this Agreement.

11.           Independent Dealer.  The parties to this Agreement declare it is their specific intention that Dealer is to sell as an independent Dealer to Company, and that in such capacity Dealer shall determine the specific time, manner, and methods by which Dealer fulfills sales activity as provided for herein, subject to the general guidelines set forth in this Agreement.  Neither Dealer nor any Dealer or employee of Dealer shall be deemed to be the employee, Dealer or joint venture of Company.  Nothing in this Agreement, or otherwise, creates or shall be construed to create the relationship of master and servant or employer and employee between Company and Dealer.  Dealer acknowledges that except as set forth herein, Dealer has absolutely no authority to contract on behalf of, or obligate Company unless specific authority is granted to Dealer in writing by Company.

Dealer shall not be treated as an employee for federal tax purposes.  No payroll or employment taxes of any kind shall be withheld or paid with respect to payments to Dealer.  The payroll or employment taxes that are subject of this provision include, but are not limited to FICA, FUTA, Federal Personal Income Tax, State Personal Income Tax, State Disability Insurance Tax, and State Unemployment Insurance Tax.  Dealer shall be responsible for payment of all federal withholding taxes, self-employment taxes and quarterly tax estimates.  No workers compensation insurance has been or will be obtained by Company on account of Dealer.  Dealer shall comply with all workers compensation laws with respect to Dealer.  Dealer acknowledges that Dealer is not entitled to any training, sick, vacation, or holiday pay or any other benefits of any type which Company may offer its employees.

12.           Nondisclosure of confidential information.  While performing as an Dealer for the Company, Dealer may learn or become privy to confidential information of the Company, whether in written, typed or other forms.  Dealer agrees that while performing under this contract for Company and at all times thereafter, Dealer shall not use confidential information relating to Company for Dealer's own purposes or for the purposes of another person, firm, partnership, company, trust, association, or other entity (other than Company), or disclose, communicate or divulge, directly or indirectly, any confidential information of Company to any other person, firm, partnership, company, association, trust or entity, except as required and authorized in furtherance of Company's business.  All the provisions of this Section 12 shall survive the termination or expiration of this Agreement.

The term "confidential information" as used herein means information relating to Company's business and operations, including without limitation:

a.             information regarding business methods; business policies, procedures, techniques; research or development projects or results; financial and corporate records; compensation arrangements; operational, sales, promotional and marketing data, plans, methods and techniques; pricing data; intellectual property; know-how; computer programs, including source codes and/or object codes;

b.             any names and addresses of customers and any data on or relating to past, present or prospective customers; and

c.             any other proprietary, competition sensitive or technical information or secrets developed by the Company with or without the help of Dealer.

13.           Non-competition agreement.

a.             Non‑solicitation of Employees.  During the Non-Compete Period, Dealer will not in any way solicit for employment, or endeavor in any way to entice or lure away from employment with Company, or hire or offer to hire, any employee, officer, director or Dealer of Company who was employed by Company during the Non-Compete Period.

b.             Non‑solicitation of Customers.  During the Non-Compete Period, Dealer will not solicit, offer, change or cancel services of the type sold by Company to any customer or prospective customer identified by the Company.

c.             Need for restrictions.  Dealer acknowledges and agrees that each of the restrictive covenants contained in this Section 13 is reasonable and necessary to protect the legitimate business interests of Company, including without limitation the need to protect Company's trade secrets and confidential information and the need to protect its relationships with its customers.

d.             Construction, survival.  If any period of time, area or scope specified in this Section 13 should be adjudged unreasonable in any proceeding, then the period of time or area or scope shall be reduced by elimination of such portion deemed unreasonable so that such restrictions may be enforced to the extent adjudged to be reasonable.  If Dealer violates any of the restrictions contained in this Section 13, the restrictive period shall be extended by the period of time that such violation exists.   All the provisions of this Section 13 shall survive the termination or expiration of this Agreement.

14.           Return of Company Property.  All Company's products, customer correspondence, internal memoranda, products and designs, sales brochures, training manuals, project files, price lists, customer and vendor lists, prospectus reports, customer or vendor information, sales literature, territory printouts, call books, notebooks, textbooks e-mails and Internet access, computer programs and data, and all other like information or products, including all copies, duplications, replications and derivatives of such information or products, and all laptops, pagers, beepers, keys, access cards and other similar property, acquired by Dealer during the term of this Agreement ("Company Property"), shall be the exclusive property of Company and shall be returned to Company promptly upon the termination or expiration of this Agreement.   It is understood and agreed that no copies of the foregoing materials may be retained by Dealer subsequent to the termination or expiration of this Agreement.

15.           Prior Agreements.  Dealer represents to Company (a) that there are no restrictions, agreements or understandings whatsoever to which Dealer is a party which would prevent or make unlawful Dealer's execution of this Agreement and satisfaction of the terms hereof, (b) that Dealer's execution of this Agreement and satisfaction of the terms hereof shall not constitute a breach of any contract, agreement or understanding, oral or written, to which Dealer is a party or by which Dealer is bound, and (c) that Dealer is free and able to execute this Agreement.

16.           Miscellaneous.

a.             Remedies.  In the event of a breach by Dealer of any restrictive covenant set forth in Sections 12 or 13 of this Agreement, Dealer agrees that such a breach would cause irreparable injury to Company, and that if Company shall bring legal proceedings against Dealer to enforce any restrictive covenant, Company shall be entitled to seek all available civil remedies, at law or in equity, including without limitation an injunction, damages, attorneys' fees and costs.  Dealer consents and agrees that temporary and permanent injunctive may be granted in any proceedings which might be brought to enforce any provision of Sections 12 and 13 of this Agreement without the necessity of proof of actual damages or the posting of a bond.

Notwithstanding the foregoing, all remedies of Company hereunder are cumulative, in addition to any other remedies provided for by law, and may, to the extent permitted by law, be exercised concurrently or separately.  The exercise of any one remedy shall not be deemed to be an election of such remedy, or to preclude the exercise of any other remedy.

b.             Waiver.  The waiver by Company of a breach or threatened breach of this Agreement by Dealer shall not be construed as a waiver of any subsequent breach by Dealer.

c.             Entire agreement; amendments.  This Agreement, together with a schedules and/or exhibits attached, constitutes the entire agreement between Dealer and Company pertaining to the subject matter hereof, and supersedes all negotiations, preliminary agreements, and all prior and contemporaneous discussions and understandings of the parties hereto.  This Agreement may only be modified or amended in writing and executed by the parties hereto.

d.             Governing Law.  This Agreement shall be governed and construed in accordance with the laws of the State of Florida without regard to conflicts of law principles.

e.             Severability.  If any part of this Agreement or the application of any part is held invalid by a court of incompetent jurisdiction, the remainder of this Agreement shall not be affected and shall be construed and enforced to the fullest extent allowed by law.

f.              Exclusive Jurisdiction; Venue.  EACH PARTY HERETO AGREES TO SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED IN ORANGE COUNTY, FLORIDA FOR RESOLUTION OF ALL DISPUTES ARISING OUT OF, IN CONNECTION WITH, OR BY REASON OF THE INTERPRETATION, CONSTRUCTION, AND ENFORCEMENT OF THIS AGREEMENT, AND HEREBY WAIVES THE CLAIM OR DEFENSE THEREIN THAT SUCH COURTS CONSTITUTE AN INCONVENIENT FORUM.

g.             Waiver of Jury Trial.  AS A MATERIAL INDUCEMENT FOR THIS AGREEMENT, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY OF ANY ISSUES SO TRIABLE.

h.             Construction.  Each party to this Agreement had the opportunity to consult with counsel of their choice and make comments concerning the Agreement.  No legal or other presumption against the party drafting this Agreement concerning its construction, interpretation or otherwise accrue to the benefit of any party to this Agreement and each party expressly waives the right to assert such a presumption in any proceedings or disputes connected with, arising out of, or involving this Agreement.

i.              Section Headings.  The titles to the numbered sections in this Agreement are solely for the convenience of the parties and shall not be used to explain, modify, simplify, or aid in the interpretation of said covenants or provisions set forth therein.

j.              Counterparts.  This Agreement may be executed in by each party in counterpart, each of which shall be deemed an original and together shall constitute one and the same instrument.

k.             Parties in Interest.  This Agreement binds, inures to the benefit of and is enforceable by the parties hereto, their respective successors and permitted assigns.

l.              Survival.  The provisions of Sections 12 and 13 of this Agreement shall survive the termination or expiration of this Agreement.

m.            Attorneys' fees and costs.  In the event of any dispute arising out of or in connection with this Agreement, the prevailing party in any ensuing litigation shall be entitled to recover from the non-prevailing party its reasonable expenses, court costs and reasonable attorneys' fees.  As used herein, expenses, court costs and attorneys' fees include expenses, court costs and attorneys' fees incurred in any appellate proceeding.

n.             Notice.  All notices hereunder shall be in writing and shall be validly given, made or served if in writing and delivered in person or when received by facsimile transmission, or five (5) days after being sent first class certified or registered mail, postage prepaid, or one day after being sent by nationally recognized overnight carrier to the party for whom intended at the address set forth in the applicable signature block below.