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TG MARKETING FIBER SALES AGREEMENT 2026-2027

This Independent Direct Seller Agreement (this “Agreement”) is made as of ________(date) (the “Effective Date”), between TG Marketing LLC, an Idaho limited liability company (“Dealer”), and , an individual (“Direct Seller”), under the following conditions:

B. Dealer desires to engage Direct Seller to sell products to potential customers (the “Direct Seller Services”), and Direct Seller desires to be engaged by Dealer as an independent agent selling under Dealer.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

I. Term

A. The term of this Agreement shall be the period between the date this Agreement is executed by Direct Seller through December 31, 2025 (the “Term”).

II. Independent Direct Seller Relationship

A. Direct Seller is not an employee, agent, joint venture with or partner of Dealer for any purpose whatsoever and has no right or authority to assume or create any obligation, liability or expense, express or implied, on behalf or in the name of TG Marketing. For all purposes, Direct Seller is an “Independent Contractor” or “Direct Seller” as defined in 26 U.S. Code § 3508, of Dealer. Direct Seller is solely responsible for the timely payment of all taxes for any amounts paid to Direct Seller under this agreement, including, but not limited to, all federal state, provincial or local taxes. Direct Seller further acknowledges that Dealer will not be and is under no obligation to (i) withhold any amounts for FICA taxes for Direct Seller; or (ii) make state or federal unemployment insurance worker’s compensation or similar insurance for Direct Seller. The only exception is for the obligation of Dealer to prepare and provide a copy of annual Form 1099s to Direct Seller each year. Direct Seller understands it is not the responsibility of Dealer to inform Direct Seller of any tax obligations, prepare any tax reports, or transfer any amount for taxes. Direct Seller understands that this agreement must not be construed as an offer or contract for any period except as specifically set forth herein, nor of any guarantee of any future contractual relationship with Dealer.

B. Direct Seller further acknowledges and agrees that, as an independent contractor or direct seller, Direct Seller will not be entitled to: (i) make a claim for unemployment, worker’s compensation or disability pursuant to this Agreement or Direct Seller’s relationship with Dealer, (ii) receive any vacation, health, retirement or other benefits pursuant to this Agreement or Consultant’s relationship with Dealer; or (iii) require that Dealer provide any equipment or supplies required by Direct Seller in connection with its performance of the Direct Seller Services. Direct Seller agrees to pay for any state-required insurances and/or workers compensation.

III. Services

A. Direct Seller, who is to perform the Direct Seller Services set forth in this Agreement, agrees to be responsible for such Direct Seller Services as are commensurate with and required by such position and any other services as Dealer may assign or delegate to Direct Seller from time to time.

B. Further, Direct Seller shall be responsible for, and shall use its best efforts relative to, the solicitation of sales orders for Fiber Partners offered by Dealer throughout the geographic territory assigned to Direct Seller by Dealer. Direct Seller shall have the discretion as to the days and hours worked, but Direct Seller acknowledges that certain Compensation to be paid under this Agreement may contain minimum numbers for days worked, sales presentations, sales made, or other such requirements regardless of the ability of the Direct Seller to determine Direct Seller’s work schedule. Direct Seller shall control the numbers of hours Direct Seller works and the times during which Direct Seller works. Dealer does not impose that Direct Seller work on certain days or during certain times. C. Direct Seller shall exclusively solicit orders in Dealer’s name from customers at the prices specified by Dealer from time to time and subject to Dealer’s partners then current terms and conditions of sale. In the event that Direct Seller solicits orders for a competitor of Dealer during the term of this Agreement, this Agreement shall automatically terminate and Direct Seller shall no longer be entitled to any further compensation under this Agreement, including compensation from past sales. Dealer may change its terms and conditions of sale and/or its prices at any time, and such changes shall become effective upon written notice to Direct Seller. All payments for products sold hereunder by Direct Seller to customers shall be made by customers directly to Fiber Partner, and Direct Seller shall have no authority to request or accept payment from purchasers of products on behalf of Dealer or Fiber Partner. Direct Seller shall (i) promptly forward to Fiber Partner any and all checks, drafts, instruments and other payments, properly endorsed if necessary, which Direct Seller may receive directly in payment of accounts due to Dealer; and (ii) cooperate fully with Dealer in the collection of accounts due, including, without limitation, taking appropriate action to correct the payment procedures of customers, if necessary.

A. Direct Seller is responsible for the payment of all costs and expenses incurred by him/her in providing Direct Seller Services, including his/her own vehicle, daily fuel costs to and from sales areas, cell phone and data plan costs, etc.

B. Dealer may provide Direct Seller with sales and marketing information applicable to the products and may furnish such promotional literature and other materials pertaining to the products, as they are available from time to time.

C. Direct Seller agrees to meet industry standard performance regarding professionalism and honesty. Direct Seller may elect the manner in which the Direct Seller Services are to be performed; provided, however, that Direct Seller performs Direct Seller Services in an ethical, legal, and professional manner.

E. Direct Seller represents to Dealer that Direct Seller is qualified to perform Direct Seller Services. Direct Seller represents that he/she does not need training or supervision from Dealer. Dealer shall not have the right to control the means or manner of Direct Seller’s work. F. Direct Seller shall comply with the Policies and Procedures published by Dealer from time-to-time.

IV. Compensation

A. All advances, commission, bonuses, and incentives, for purposes of this Agreement are “Compensation.” Direct Seller will be compensated as set forth in Exhibit A and Exhibit B, subject to the terms and conditions of this Agreement and subject to deductions and modifications as set forth herein and therein. All Compensation to Direct Seller is solely and directly related to sales rather than to any number of hours performing Direct Seller Services. Direct Seller shall not be entitled to any Compensation other than what is set forth in this Agreement.

B. Further, Dealer may seek a refund (through offset or direct repayment) of any compensation paid to Direct Seller that are subsequently determined by Dealer not to be due to Direct Seller. Compensation will not be paid on accounts that are later determined to have been sold using unethical sales practices, as determined by the sole discretion of the Dealer.

C. Any dispute relating to underpayment or nonpayment of Compensation must be raised in writing to the Dealer by Direct Seller within 60 days that the payment was made or should have been made. In the event that Direct Seller does not inform Dealer of Direct Seller’s claim of underpayment or nonpayment of Compensation within 60 days of the time the payment was made or should have been made, Direct Seller shall be deemed to have waived any claim for the unpaid or underpaid amount and shall no longer be entitled to seek payment of the underpaid or unpaid amount in law or equity.

V. Policies and Procedures

Direct Seller acknowledges that he/she has the experience and tools needed to provide sales services, and Direct Seller shall control the means by which he/she fulfills his/her duties under this Agreement. Further, Direct Seller acknowledges that he/she must conduct himself/herself in a manner commensurate with ethical and professional standards. For this and other important purposes, Direct Seller agrees to abide by all of dealer’s rules, regulations, handbooks, manuals, training, policies, practices and procedures, which Dealer may amend from time to time in its sole discretion. Direct Seller acknowledges that he/she will receive access to Dealer Training Material and other sales tools to help sales reps make sales and agrees to abide by all its provisions. Direct Seller agrees to return at the end of the Term all training materials, and agrees to pay a $500 fee for any and all materials that are not returned. Direct Seller agrees not to copy, distribute, or improperly transmit to any third party any and all training materials.

VIII. Code of Conduct

Dealer will comply at all times with the following Code of Conduct:

1. Direct Seller agrees to uphold and advance the integrity, honor and dignity of Fiber Partners and Dealer by being honest in serving customers, clients, employees, suppliers, distributors, and the public. If a customer complains or cancels service with Dealer because of Direct Seller’s alleged dishonest, unethical or improper conduct, or because of an alleged violation of Dealer’s policies and procedures, Direct Seller agrees that Dealer may terminate this agreement without any prior notice to Direct Seller. In the event of such termination, Direct Seller shall no longer be entitled to any further Compensation from Dealer, including from sales already made. Direct Seller further agrees that Direct Seller shall be liable and responsible to Dealer for any and all fines, damages, and attorney’s fees and costs incurred by Fiber Partner or Dealer as a result of dishonest, unethical, or improper conduct of Direct Seller.

2. Direct Seller shall wear approved Fiber Partner apparel at all times while performing the Services or otherwise representing Fiber Partner to third parties. Direct Seller represents and agrees that (i) Direct Seller will not wear any unauthorized apparel while performing Services under this Agreement, (ii) and (iii) Direct Seller will not engage in any act while wearing any clothing or identification bearing the Fiber Partner mark or logo that would cause any harm to Fiber Partner, its reputation, or that would be contrary to Fiber Partner’s business interests. By signing this Agreement, Direct Seller represents and agrees that (i) Direct Seller will use Fiber Partner apparel in accordance with the terms of the Agreement, (ii) the Fiber Partner’s apparel and the logos and marks on the Fiber Partner apparel and the Fiber Partner mark are the property of Fiber Partner and that Direct Seller has no rights to them, and (iii) the Fiber Partner apparel is issued to Direct Seller solely for use during work related functions and not for personal use. Direct Seller is responsible for the reasonable care and maintenance of the Fiber Partner apparel and to wear the Fiber Partner apparel in compliance with Dealer’s policies. 3. At the beginning of any sales presentation, Direct Seller shall (a) identify himself/herself by name, (b) indicate that they represent Fiber Partner, and (c) state the purpose of their solicitation.

4. Direct Seller shall discontinue a sales presentation and immediately leave the premises upon the request of a potential customer.

5. Direct Seller shall not perform any Services under this Agreement unless Direct Seller has obtained all permits or licenses required for the Services Direct Seller is performing in that area.

6. Direct Seller shall comply with all applicable laws, rules and regulations with regard to direct-to-home or door-to-door sales.

7. Direct Seller shall provide potential customers with accurate information regarding: (a) the price of Fiber Partner’s services; (b) efficacy and performance of Fiber Partner’s products and services; (c) the terms of the Service Agreement; (d) the consequences of a customer canceling the Service Agreement during the Initial Term; (e) customer’s right of rescission or cooling-off rights; and (f) the schedule for Fiber Partners.

8. When making comparisons with another company’s products or services, Direct Seller shall use truthful information based on facts that can be objectively substantiated.

9. Direct Seller shall safeguard all private information obtained regarding a customer, potential customer, co-worker, or any other third- party.

10. Direct Seller shall not engage in any deceptive, misleading, unlawful, or unethical practices. 11. Direct Seller shall not engage in any of the following:

IX. Termination

a. Sign up a customer who lacks the capacity to enter into an agreement.

b. Provide false or misleading information on any paperwork, including (1) customer Service Agreements or documents, (2) licensing or permit applications, or (3) employment agreements or related documentation.

c. Rude, aggressive, threatening, or inappropriate behavior when interacting with customers or potential customers, other employees, co-workers, contractors, or third parties such as government employees.

h. Provide false or misleading information on any paperwork, including (i) customer Service Agreements, (ii) licensing or permit applications, or (iii) employment agreements or related documentation;

i. Cancel a customer’s service agreement with another Internet company or make any comparisons with another company’s products or services, other than those based on facts that can be objectively substantiated.

j. Sell in an area not specifically assigned to Direct Seller.

k. Transfer or change accounts sold by Direct Seller into the name of any other active or existing Direct Seller, or accept credit for accounts sold by another Direct Seller.

A. Termination by Direct Seller. Direct Seller may terminate this Agreement for any reason at any time upon seven (7) days’ written notice to the Company. Direct Seller shall also be deemed to have terminated this Agreement if Direct Seller, without express authorization from Dealer, fails to perform Direct Seller Services for Dealer during the Service term for a period of seven (7) days. In the event of termination by Direct Seller, Direct Seller shall no longer be entitled to further Compensation from Dealer, including from sales already made.

B. Termination by Dealer. In addition to any other termination rights set forth in this Agreement, Dealer may immediately terminate this Agreement if it determines, in its sole discretion, that Direct Seller (i) has been convicted of a crime or entry of a plea of guilty or nolo contender to a criminal act; (ii) has committed acts involving moral turpitude, theft, deceit, fraud or unfair trade practices; (iii) breached any of the material covenants, terms, representations and warranties of this Agreement or any other agreement between Direct Seller and Dealer; (iv) breached any of the Dealer’s written policies or procedures; (v) Direct Seller’s habitual neglect, refusal or failure to provide services to Dealer as set forth herein or otherwise satisfy his responsibilities or obligations hereunder; (vi) Direct Seller’s behavior or conduct that is detrimental to or harms the business or reputation of Fiber Partner or Dealer, including without limitation the falsification of paperwork, harassment of Fiber Partner’s customers, or any fraudulent or misleading statement being made to Fiber Partner’s customers or potential customers; (vii) failure or inability to obtain any necessary or required license(s) of permit(s); (viii) material breach of Dealer’s Code of Conduct; (ix) refusal to submit to a background or drug test; (x) failing a drug test; and (xi) breach of any other agreement between Direct Seller and Dealer. In the event of a termination by Dealer under this Section, Direct Seller shall no longer be entitled to any further Compensation from Dealer, including from sales already made.

X. Consequences of Material Breach of this Agreement and Violation of Code of Conduct.

If a customer complains or cancels an account because of Direct Seller’s alleged improper conduct or violation of any provisions of this Agreement (including the Code of Conduct), Dealer or Fiber Partner may terminate this Agreement for cause, and Direct Seller shall be liable to Dealer or Fiber Partner for any fines, damages, attorneys’ fees and or costs incurred as a result of Direct Seller’s conduct. Direct Seller further represents and agrees that if Direct Seller violates any provisions of the Code of Conduct set forth hereinabove, Direct Seller shall be subject to disciplinary action, including suspension, termination, and fines of up to $1,000 per violation. Direct Seller hereby directs and instructs Dealer to deduct and withhold any fines imposed for Direct Seller’s violation of this Agreement or the Dealer’s Code of Conduct from any amounts that may be due or owing to Direct Seller.

XI. Background Checks and Drug Testing

To protect its Direct Sellers, customers, suppliers, and other service providers and help maintain productivity and quality of service at the highest levels, Dealer reserves the right to conduct random drug testing and background checks on Direct Seller and Direct Seller hereby agrees to such drug testing and background checks. Dealer cannot contract with anyone with a felony or certain misdemeanors, which disqualifies them from the solicitation of Fiber Partners. Failure to submit to a background check and/or drug and alcohol-screening test will result in immediate termination of this Agreement. Direct Sellers are prohibited from manufacturing, distributing, dispensing, possessing, selling, or using illegal drugs or any other controlled substance (except those obtained pursuant to a lawful prescription written by a licensed physician) or alcoholic beverages while living in housing procured by Dealer. Violation of this policy may result in immediate termination. In the event of any termination under this Section, Direct Seller shall no longer be entitled to any further Compensation from Dealer, including from sales already made.

XII. Miscellaneous

A. Headings. The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement’s construction or interpretation. B. Notices. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email, addressed as follows: TG Marketing LLC, 11167 Tungsten St. Caldwell, ID 83605 Entire Agreement. This Agreement constitutes the entire agreement between the parties, and serves as an addendum to all prior written and executed contracts between the parties, with respect to the subject matter hereof. Except as otherwise specifically provided herein, no amendment, alteration, change or modification of this Agreement shall be effective unless set forth in a written document signed by the parties.

D. Section 3508. This Agreement, in conjunction with the schedules and exhibits attached hereto, is intended to comply with the requirements of Section 3508 of the Internal Revenue Code as such section applies to “direct sellers.”

E. Prior Agreements. Direct Seller represents and warrants that Direct Seller’s services to Dealer under this Agreement do not violate or breach any confidential relationship between Direct Seller and any other party. Direct Seller further agrees that Direct Seller will not use for Dealer’s benefit or disclose to Dealer any proprietary information of any third party that Direct Seller is prohibited (by agreement or otherwise) from so using or disclosing. Direct Seller also represents that Direct Seller has disclosed to Dealer any such confidential relationships and relevant agreements and prohibitions. Direct Seller further agrees to indemnify and hold Dealer harmless from all damages, expenses, costs (including reasonable attorney’s fees) and liabilities incurred with, or resulting from, a breach of this section.

F. Assignment by Direct Seller. Direct Seller may not assign his/her rights and obligations under this Agreement without the prior written consent of Dealer, which consent may be withheld in the sole discretion of Dealer. G. Waiver. Neither party hereto shall be deemed to have waived any of its rights, powers or remedies hereunder unless such waiver is made in writing signed by such party. Upon any such waiver of a past default, such default shall cease to exist. No such waiver shall extend to any subsequent or other default or impair any right relating thereto except to the extent expressly so waived. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision of this Agreement, whether or not similar, and no waiver shall constitute a continuing waiver. No course of dealing between the parties, and no delay or forbearance in exercising any right hereunder, shall imply or otherwise operate as a waiver of any right of a party.

H. Severability. If any time, geographical restriction or other restriction contained herein is deemed to be unenforceable by a court of competent jurisdiction, Employee agrees and submits to the reduction of any such restriction to a time, geographical area or other restriction as the court shall deem to be reasonable and enforceable. If any one or more of the provisions contained in this Agreement shall in any jurisdiction be held or determined to be invalid, illegal or unenforceable for any reason, such provision shall be deemed modified so as to be enforceable to the maximum extent permitted by law consistent with the intent of the parties as herein expressed, and such invalidity shall not affect the remaining provisions of this Agreement, which shall continue in full force and effect.

I. Successor in Interest. Dealer may assign its rights and obligations under this Agreement in its sole discretion without the consent of Direct Seller. In the event of an assignment by Dealer, Dealer’s assignee shall be entitled to enforce this Agreement as if it had originally entered into this Agreement with Direct Seller. This Agreement shall be binding upon and inure to the benefit of the successors or assigns of Dealer.

J. Governing Law; Venue. This Agreement is made and accepted in the State of Idaho and shall be governed by and construed in accordance with the laws of the State of Idaho, without regard to conflict-of-laws principles. The parties irrevocably agree that any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Canyon County, Idaho, and the parties consent to personal jurisdiction and venue in such courts, regardless of where services are performed. IN WITNESS WHEREOF, the parties have executed this Agreement to be Effective for all purposes as of the Effective Date.

Addendum: Cancellation Charge-backs

When a customer cancels services, skips services, or does not pay within 60 days of receiving services, Direct Seller will not qualify to receive commission for that particular customer. Commissions already paid will be deducted from future paychecks and or Backend Bonuses. Commissions are paid out after the customer receives and pays for an initial service as long as Direct Seller has priced within Dealer and Fiber Partner Price Guidelines. Direct Seller is responsible for filling out all required onboarding information in order to qualify for commissions.

DIRECT SELLER CONFIDENTIALITY, NONCOMPETE AND NONDISCLOSURE AGREEMENT

This Direct Seller Confidentiality, noncompete and nondisclosure Agreement (this “Agreement”) is made as of (date), between TG Marketing LLC (“Dealer”), and (“Direct Seller”), with the benefit of TG Marketing, LLC

A. Dealer is an independent Dealer for the marketing and sale of Internet Services (“Fiber Partners”);

B. Direct Seller has contracted with Dealer for Direct Seller to provide services to Dealer to facilitate sales of Fiber Partners in return for payment of compensation to Direct Seller;

C. As part of the relationship between Direct Seller and Dealer, Direct Seller will have access to information and documents that Dealer considers to be confidential, proprietary and trade secrets;

D. As part of the relationship between Dealer and Direct Seller, Direct Seller will develop relationships and good will with Dealer’s customers, vendors, employees, direct sellers, and/or independent contractors and Dealer desires to protect this goodwill; and

E. Based on the foregoing, Dealer and Direct Seller desire to enter into an Agreement governing the use of confidential information and the solicitation of Dealer’s customers, salespersons, employees, direct sellers and/or independent contractors directly contracted by Dealer outside of the Dealer during the term when Direct Seller is providing services to Dealer (the “Term”) and for a period of three years after services are complete (together with the Term, the “Restricted Term”).

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein, which are material terms of this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Third Party Beneficiary

The parties hereby agree that Dealer is a third party beneficiary of this Agreement and shall have an independent right to enforce this Agreement in court.

Independent Direct Seller Relationship

Nothing in this Agreement shall affect, change, or modify the fact that Direct Seller’s relationship with Dealer is that of an independent Direct Seller as defined in 26 U.S. Code § 3508 and as set forth in other agreement(s) between the parties.

Assignment of Inventions and Works of Authorship and Improvement

Direct Seller shall keep Dealer fully informed of inventions and works of authorship conceived by Direct Seller (either alone or with others) during Direct Seller’s relationship with Dealer and within the scope of Direct Seller’s services for Dealer and hereby assigns to Dealer all rights in such inventions and works of authorship. Direct Seller hereby covenants and agrees that, upon request of Dealer, Direct Seller shall make, execute and deliver such additional assignments and other instruments as may be necessary or convenient for effectuating or further memorializing such assignment.

Confidentiality and Non-Disclosure of Information

Direct Seller understands and acknowledges that, during the Term, Direct Seller will have access to and will learn (i) information proprietary to Dealer that concerns the operation and methodology of Dealer as the same is now and hereafter conducted by Dealer; and (ii) other information proprietary to Dealer, including, without limitation, technical data, trade secrets or know-how, research, product plans, product pricing, customer and suppliers lists and data, databases, pricing and marketing plans, policies and strategies, details of customer and supplier relationships, operations methods, sales techniques and training, business acquisition plans, the identity of employees and other Direct Sellers, forms or contracts, recruiting information, customer information, new recruitment and personnel acquisition plans, products, services, markets, training materials and information, sales information and data, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed to Direct Seller by Dealer either directly or indirectly (the “Confidential Information”). Direct Seller agrees that during the Restricted Term, Direct Seller will keep confidential and will not disclose directly or indirectly any such Confidential Information to any third party, except as required to fulfill Direct Seller’s duties to Dealer during the Term, and will not use such Confidential Information except for Dealer’s benefit and in fulfilling his duties to Dealer and will not misuse, misappropriate, or exploit such Confidential Information in any way.

a. Direct Seller acknowledges and agrees that the names, addresses, services, and information regarding Dealer’s customers and Dealer’s independent contractors and salespersons are Confidential Information, and that the sale or unauthorized use or disclosure of this and any other Confidential Information that Direct Seller obtained during the Term would constitute unfair competition.

b. Direct Seller agrees that all Confidential Information is owned solely by Dealer, including any Confidential Information Direct Seller may have prepared during the Term.

c. Direct Seller agrees that, at the end of the Term or at any time upon the request of Dealer, Direct Seller will immediately (i) deliver to Dealer all Confidential Information in any form, including any copies, in Direct Seller’s custody or control and (ii) delete and certify the deletion of any and all electronic files and data in his custody or control containing any Confidential Information

d. In the event of a breach by Direct Seller of the provisions of this section, Direct Seller agrees to liquidated damages for each form different Confidential Information, whether in paper form or electronic or solely in Direct Seller’s memory, of Confidential Information that he kept in his possession or otherwise misused, misappropriated or disclosed, in the amount of $50,000. Direct Seller agrees that these liquidated damages are a minimum amount of damages that will be suffered by Dealer as a result of a breach and Dealer shall be entitled to seek its actual damages, if higher, injunctive relief, and any other remedy that may be available in law or equity. e. Direct Seller understands that any agreement Direct Seller has with Dealer is deemed confidential and shall not disclose any of the information from such agreement(s) in any form, either directly or indirectly including but not limited to: sections, commissions, overrides, addendums etc. If Direct Seller discloses information from such agreement(s) he or she agrees to the following liquidated damages: (1) First offense is $2,500 damages payable immediately to Dealer; (2) Second offense is $10,000 damages payable immediately to Dealer Dealer; and (3) Third offense and any offense thereafter results in $20,000 damages payable for each offense immediately to Dealer.

Non Disparagement

During the Restricted Term, Direct Seller agrees not to disparage Dealer, their affiliates, management, services, shareholders, members, contractors, employees, managers, representatives, customers, funding entities, lenders; provided, however, that Direct Seller may give truthful testimony given in compliance with a lawful subpoena or court order. Direct Seller hereby agrees, instructs, and requests any and all webmasters to remove any and all content, postings, comments, and/or material relating to Dealer, their members, officers, owners, employees, direct sellers, contractors, or agents posted on any and all websites and/or forums upon Dealer’s written request to webmaster.

Non-Solicitation

a. During the Term, Direct Seller shall not, directly or indirectly (whether as a principal, agent, representative, employee, partner, owner, or in any other similar capacity), own, manage, operate, participate in, perform services for, be employed by, or otherwise carry on, a business similar to or competitive with Dealer anywhere within 100 miles in which Dealer, during the Term, is engaged in business.

b. During the Restricted Term, Direct Seller shall not, directly or indirectly, (i) recruit, solicit, induce, or influence (or seek to induce or influence) any person who is employed by, hired by, affiliated with, or acts as an independent contractor, direct seller, employee, technician, office staff or salesperson for, or who was employed by, hired by, affiliated with, or acted as an independent contractor, employee, technician, office staff, direct seller or salesperson during the Term, of Dealer to terminate or alter his relationship with Dealer. In the event of a breach by Direct Seller of his/her obligations set forth in this paragraph, Direct Seller agrees that the minimum remedy of Dealer for such breach will be liquidated damages equal to $75,000.00. DIRECT SELLER/SUB DEALER WILL BE ABLE TO RECRUIT, SOLICIT, INDUCE, OR INFLUENCE (OR SEEK TO INDUCE OR INFLUENCE) THE OTHER DIRECT SELLERS OR TECHNICIANS THEY BRING INTO DEALER UNDER SUB DEALER DIRECTLY IN THEIR RESPECTIVE DOWNLINE.

c. During the Restricted term, Direct Seller shall not, directly or indirectly recruit, solicit, induce, or influence (or seek to induce or influence) any person who is a customer of Dealer or who was a customer of Fiber Partners during the Term to terminate its relationship with Dealer or to commence a relationship with a competitor of Dealer. Direct Seller agrees that in the event that Direct Seller violates this provision, Dealer will be entitled to monetary damages of the customers quarterly service fee rate multiplied by twenty-four, for each customer affected, in addition to any other damages Dealer or Fiber Partner may be entitled to.

d. Direct Seller represents and warrants that one of the fundamental expectations of Direct Seller and Dealer with respect to Dealer’s contracts with customers and Dealer’s contracts with independent contractors and other Direct Sellers is that those contacts will be renewed by the customers, independent contractors or salespersons after expiration of the applicable term of those contracts, and Direct Seller acknowledges that such contracts are customarily so renewed. Direct Seller represents and warrants that the purpose of the non-solicitation covenants contained herein are to protect Dealer’s legitimate business interests of the goodwill it has with its customers, independent contractors, and salespersons, and also to protect against use of Confidential Information.

Injunctive Relief

Direct Seller acknowledges and agrees that he will acquire a special, unique knowledge during the Term with Dealer and Dealer and will have good will/or affiliation with Dealer and irreparable loss and damage will be suffered by Dealer if Direct Seller should breach or violate any of the covenants and agreements set forth herein. Direct Seller further acknowledges and agrees that the agreements and covenants contained herein are reasonably necessary to protect and preserve the value and goodwill of the business of Dealer. Direct Seller agrees that any remedy at law for breach of the agreements and restrictions contained herein is inadequate. In addition to all other remedies available to Dealer at law or equity including, but not limited to, the recovery of damages, Dealer shall be entitled to an injunction or other equitable relief, without having to post bond, to prevent a breach or continuing breach by Direct Seller of any of the covenants or agreements contained herein. It is the desire and intent of both Dealer and Direct Seller that the terms and provisions of this Agreement be enforced to the fullest extent permissible under the law and public policy applied in any jurisdiction in which enforcement is sought. As support for the remedies set forth herein, the Parties acknowledge that: (i) Dealer is engaged in providing Fiber sales services to Fiber Partners throughout the United States; (ii) that Fiber Partner primarily engages new customers through agreements with Direct Sellers; (iii) both the Fiber industry and the summer sales industry are highly competitive and often recruit from the same pool of candidates; (iv) Dealer spends significant resources to develop services to provide to its customers; (v) the terms contained in this Agreement are necessary to protect the business interests of Dealer and its competitive advantage; and (vi) Dealer would not engage Direct Seller to perform Direct Seller Services without Direct Seller’s agreement to the terms contain in this Agreement.

Miscellaneous

a. Headings. The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement’s construction or interpretation.

b. Notices. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email, addressed as follows: TG Marketing, 11167 Tungsten St. Caldwell, ID 83605.

Attorney Fees and Costs. In the event of any dispute, or if any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover from the other party its actual attorney’s fees, expert witness fees and all other related costs, including interest thereon as allowed by law from the date of payment of such fees and costs, in addition to any other relief to which that party may be entitled whether or not legal action is commenced.

d. Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior oral and written negotiations between the parties, with respect to the subject matter hereof. Except as otherwise specifically provided herein, no amendment, alteration, change or modification of this Agreement shall be effective unless set forth in a written document signed by the parties.

e. Assignment by Direct Seller. Direct Seller may not assign his rights and obligations under this Agreement without the prior written consent of Dealer, whose consent may be withheld in the sole discretion of Dealer.

f. Waiver. Neither party hereto shall be deemed to have waived any of its rights, powers or remedies hereunder unless such waiver is made in writing signed by such party. Upon any such waiver of a past default, such default shall cease to exist. No such waiver shall extend to any subsequent or other default or impair any right relating thereto except to the extent expressly so waived. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision of this Agreement, whether or not similar, and no waiver shall constitute a continuing waiver. No course of dealing between the parties, and no delay or forbearance in exercising any right hereunder, shall imply or otherwise operate as a waiver of any right of a party.

g. Severability. If any time, geographical restriction or other restriction contained herein is deemed to be unenforceable by a court of competent jurisdiction, Employee agrees and submits to the reduction of any such restriction to a time, geographical area or other restriction as the court shall deem to be reasonable and enforceable. If any one or more of the provisions contained in this Agreement shall in any jurisdiction be held or determined to be invalid, illegal or unenforceable for any reason, such provision shall be deemed modified so as to be enforceable to the maximum extent permitted by law consistent with the intent of the parties as herein expressed, and such invalidity shall not affect the remaining provisions of this Agreement, which shall continue in full force and effect.

h. Successor in Interest. Dealer may assign its rights and obligations under this Agreement in its sole discretion without the consent of Direct Seller. In the event of an assignment by Dealer, the assignee shall be entitled to enforce this Agreement as if it had originally entered into this Agreement with Direct Seller. This Agreement shall be binding upon and inure to the benefit of the successors or assigns of Dealer.

i. Governing Law; Venue. This Agreement is made and accepted in the State of Idaho and shall be governed by and construed in accordance with the laws of the State of Idaho, without regard to conflict-of-laws principles. The parties irrevocably agree that any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Canyon County, Idaho, and the parties consent to personal jurisdiction and venue in such courts, regardless of where services are performed.