Sales Rep Agreement

Page 1 of 28 Mid East Canadian Pharmaceutical O/A MECP

CONFIDENTIALITY AGREEMENT

THIS AGREEMENT dated the , is made between

mid east canadian pharmaceutical inc, located 350 Allstate Pkwy , Markham, Ontario, Canada, L3R 5T3 (^“Disclosing Party^”) and a resident of the Province of - (^“Receiving Party^”).

1- Confidential Information and Confidential Materials

^“Confidential Information^” means any and all information that is or has been received by the Receiving Party from the Disclosing Party and that: (a) relates to the Disclosing Party^’s business, operations or activities; and (b) is designated by the Disclosing Party as being confidential or is disclosed in circumstances where the Receiving Party would reasonably understand that the disclosed information would be confidential. Without limiting the generality of the foregoing, Confidential Information shall include trade secrets and other confidential and/or proprietary information, business plans, informational memoranda, reports, investigations, research, work in progress, marketing and sales programs, financial projections, cost summaries, pricing formula, contract analyses, financial information, projections, confidential filings with any international, federal or state/provincial agency, and all other confidential concepts, methods of doing business, ideas, materials or information prepared or performed by or on behalf of the Disclosing Party by its researchers, employees, agents, directors, agents, representatives or consultants.

Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party^’s breach of any obligation owed Disclosing Party; (ii) became known to Receiving Party prior to Disclosing Party^’s disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed by Receiving Party

Page 2 of 28 2- Restrictions

^“Confidential Materials^” shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer discs or tapes, whether machine or user readable

Receiving Party shall not disclose any Confidential Information to third parties for three (3) years following the date of its disclosure by Disclosing Party to Receiving Party, except to Receiving Party^’s consultants as provided below. However, Receiving Party may disclose

Confidential Information in accordance with judicial or other governmental order, provided Receiving Party shall give Disclosing Party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent

Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but in no event less than a reasonable degree of care, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Confidential Material only to Receiving

Party^’s employees or consultants on a need-to-know basis; provided however that the Receiving Party shall first obtain from all such employees and consultants a written agreement to maintain the confidentiality and proprietary nature of the Confidential Information and Confidential Materials on the terms and conditions contained in this Agreement.

Receiving Party agrees, upon the written request of Disclosing Party or termination of contract to return to Disclosing Party all Confidential Information and Confidential Materials provided by Disclosing Party and to destroy all analyses, studies, compilations, copies, extracts, reproductions, computer data, memoranda and notes and other writings prepared by Receiving Party based on or containing any of the Confidential Information without retaining any copies thereof

Rights and Remedies
- Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information and/or Confidential Materials, or any other breach of this Agreement by Receiving Party, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and/or Confidential Materials and prevent its further unauthorized use.

Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information or Confidential Materials at Disclosing Party^’s request, or at Disclosing Party^’s option, certify destruction of the same.

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Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. Receiving Party hereby consents to any ex-parte application for such relief.

General

All Confidential Information and Confidential Materials are and shall remain the property of Disclosing Party. By disclosing information to Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information

Disclosing Party makes no express or implied warranties or representations directly or indirectly to Receiving Party as to the accuracy or completeness of any Confidential Information or Confidential Materials. Neither Disclosing Party nor any of its directors, agents, researchers, employees, servants or agents shall have any liability to Receiving Party or any other recipients of the Confidential Information or Confidential Materials arising out of use of the same.

Disclosing Party acknowledges that Receiving Party may be engaged in discussions with, and may obtain confidential information from other entities that carry on business(es) that may be competitive with the business or operations and activities carried on by Disclosing Party. Nothing in this Agreement shall be construed as limiting Receiving Party^’s ability to pursue other business opportunities that may be competitive with those of Disclosing Party, provided Receiving Party does not breach the provisions of this Agreement regarding the unauthorized disclosure of Disclosing Party^’s Confidential Information.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the party of the Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorized agent of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.

Receiving Party hereby agrees to indemnify and save harmless Disclosing Party from and against all actions, claims, damages, losses, expenses and costs (including attorney fees on a solicitor and client basis) which Disclosing Party may sustain, incur or become liable for as a result of any breach of this Agreement by Receiving Party and of any other confidentiality agreements entered into pursuant hereto by Receiving Party’s employees and consultants and Page 4 of 28 this indemnity shall continue in full force and effect and be applicable whether or not such employees and consultants who have caused or contributed to such breach cease to be employed or engaged by Receiving Party. If Disclosing Party employees counsel to enforce any rights arising out of or relating to this Agreement, it shall be entitled to recover reasonable legal fees. This Agreement shall be construed in accordance with the laws of the Province of Ontario and both parties consent to the exclusive jurisdiction of the courts sitting in the Province of Ontario. Process may be served on either party by Canadian mail, postage prepaid, certified or registered, return receipt requested and will be deemed to have been received on the third day following mailing

Subject to the limitations set forth in this Agreement, this Agreement will endure to the benefit of and be binding upon the parties, their successors and assigns.

If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

All obligations created by this Agreement shall survive change or termination of the parties^’ business relationship.

The Parties may sign this Agreement electronically and in any number of counterparts, all of which taken together will constitute one single agreement. Electronic signatures count as originals for all purposes and the electronic exchange of signed copies of the Agreement (among other methods of delivery) is sufficient to bind the Parties.

INDIVIDUAL NAME:

DATE:

Page 5 of 28 Disclosure Wavier

By signing this wavier below I state that I have disclosed all

information on myself and anything that would cause any issue with being onboarded with Mid East Canadian Pharmaceutical as an independent. If anything comes up that I did not disclose in the onboarding process, then any offer made to me by Mid East Canadian Pharmaceutical may become void.

DATE:

COMPANY AGENT

Kamiar Tehrani

Page 6 of 28

SALES AGENT AGREEMENT

This Agreement is made as of .

BETWEEN: Mid East Canadian Pharmaceutical INC, a company incorporated under the Canada Business Corporation Act, with its office at 350 Allstate Pkwy , Markham, ON L3R 5T3.

Phone 437-990-9174 www.mecp.ca Hereinafter called the “Company”

And

Hereinafter called the “Sales agent”

This AGREEMENT witness that, in consideration of the mutual covenants and conditions hereinafter contained the Sales Agent and the Company respectively and agree as follows:

The Sales agent is an independent contractor acting as a representative of the Company and to haveaccess to the brand and resources of the Company for the purpose of selling products and services on behalf of the

Company

The Sales agent agrees that during the term of this Agreement, all Sales Services shall be transacted by the Sales agent in the name of the Company. The Sales agent agrees that Sales Services, in which the Sales agent has an interest, either directly or indirectly, will be processed through the Company on a timely basis. In addition, the Sales agent agrees that during the Term of this Agreement, the Sales agent will not have any direct or indirect interest in any other active health related business

1- ASSOCIATE

You must at all times be familiar with and comply with Company policies and directions as issued by it time to time
You must abide by all legal, regulatory and ethical requirements of the applicable laws governing in the province and comply with all requirements of the Compliance, Trade Marks and Marketing Schedule issued by the Company.

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2- PERFORMANCE

The Company shall retain the Sales agent, effective as of the date of this Agreement, as a Sale Agent of the

Company with the specific duties of originating Sale and ancillary products and services from consumers. The Sale Agent may also perform any other duties as the Company and the Sale Agent may mutually agree upon from time to time. All work shall be performed in accordance with procedures and practices established and approved by the Company. The Sale Agent agrees to devote such time and attention as may be necessary to effectively represent the Company and agrees to continually seek to improve his or her knowledge of the sales business in order to maintain the highest level of competence.

3- TERM AND TERMINATION

This Agreement may be terminated by either party, after 6 months from the date commenced, without cause, or upon 15 days prior written notice. Upon termination, both parties agree to honor their respective obligations as set out in this Agreement. If the Sales agent resigns or is terminated by the Company, all pending Sales transactions which fund after the date of resignation/termination will be included in final commission fee calculation and payment. Furthermore, any commission fees payable to the Sales agent for Sales transactions not yet closed at the time of resignation/termination may be subject to a reasonable handling fee if any further work is required to bring these deals to completion. The Agreement may be terminated at any time during the Term in the following circumstances:

for cause and without notice by the Company where the Sales agent is in breach of the obligations in this Agreement;

upon written notice stated above from the Sales agent, after 6 month term has been completed;

Misleading Sales partners or due to fraud, the company has the right to terminate at any time;

4-COMMISSIONS

In all cases, commission remuneration is calculated in accordance with the schedule set forth in Schedule

Page 8 of 28

“A” hereto will become due and payable to the Sales agent, only if, as and when, it is received by the Company. Commission fees will be payable to the Sales agent within a reasonable period of time, only after the transaction file has passed Company compliance as further defined in Section 6a. If for any reason commission monies are not received by the Company, through no fault of the Company, the Company is not liable to the Sales agent for payment of the Sales agent’s portion of the commission until such commissions are received by the Company. In the event of section 3.(C), The Company has the right to withhold all commission payments to Sales agent and take further action for damages due to breach of contract. The sales agent is entitles to commission listed in schedule “A” for the duration of their agreement only.

5- SALES AGENT RESPONSIBILITIES

Marketing and Advertising – The Sales agent agrees to submit all marketing and advertising proofs for written approval by senior management of the Company prior to publication or print.

Use of Name – The Sales agent agrees to give the Company, and those acting under the Company’s authority the right to reasonably and fairly use its name, photography, and biographical information in any publication, news release, or advertisement related to the business of the Company and the Sales agent, in any place for an unlimited period, without additional compensation during the Term of this Agreement.

6- EXPENSES PAYABLE BY THE SALES AGENT

The Sales agent is responsible for all of the Sales agents expenses with the exceptions stated by this Agreement or/and by the Company. Sales agent expenses can be but not limited to travel, advertising, entertainment, extraordinary promotional expenses, food, fuel, transportation, cost of education and licensing, membership fee, business cards, telephone charges, Any expenses owing and outstanding by the Sales agent will be withheld and deducted by the Company from any and all commission fees earned by and payable to the Sales agent.

In the case of two months consecutive.

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7- CONFIDENTIALITY

The Sales agent agrees never to use for the Sales agent’s own benefit or disclose to or use for the benefit of any other person or entity any confidential information of the Company or any client of the Company or any products offered or sponsored by the Company. Confidential information shall include, without limitation, any and all information concerning the affairs of clients of the Company, its products and proprietary products, obtained by or available to the Sales agent in pursuit of the business of the Company, the names and addresses of clients of the Company, and all business methods and procedures, computer programs and systems, including without limitation, programs and systems internally and externally developed specifically for the Company and used on behalf of its products and in support of the Sales management process and business data of the company.

The Sales agent 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 part by the Sales agent and whether or not disclosed to or entrusted to the Sales agent’s custody.

The Sales agent will keep in strictest confidence, both during the Term of this Agreement and subsequent to termination of this Agreement for five year, and will not during the Term or thereafter disclose or divulge to any person, firm or corporation.

8- REMEDY FOR BREACH OF CONFIDENTIALITY

In the event of an actual or threatened breach by the Sales agent of the provisions of this Agreement, the Company shall be entitled to injunctive relief restraining the Sales agent from the breach or threatened breach.

Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company, at law or equity, including the recovery of damages from the Sales agent.

Page 10 of 28

9- NON-SOLICITATION AND NON-COMPETITION

The Sales agent shall not during the Term of this Agreement with the Company, and for a period of five year after the termination thereof, the Sales agent will not, without the prior written consent of the Senior Director of the Company, (i) Solicit or encourage Sales agents, agents or existing affiliates of the Company to leave the Company, (ii) Solicit directly or through an entity in which the Sales agent owns more than a 5% interest, or accent as a client, or solicit or accept a position with, any client or person to whom the Company rendered services or any prospective client who acknowledged in writing an intention to engage the professional services of the Company at any time within two years prior to the

Sales agent’s termination of employment with the Company, if such engagement or position involves services similar to those services offered by the Company to such client.

The Sales agent agrees that by violating the provisions of this Section or other Sections, the Sales agent would appropriate the good will of the Company to the Sales agent’s own benefit and the Company would suffer irreparable harm for which money damages alone would be an inadequate remedy. Therefore, the Sales agent agrees that, in addition to any other remedies available to the Company, the provisions of this Section and other Sections shall be specifically enforceable by injunctive relief.

solicit, attempt to solicit, canvass or interfere with any customer or supplier of the Company in a manner that

conflicts with or interferes in the business of the Company as conducted with such customer or supplier.

10- NON-COMPETE

While employed by Company, and during a 60 month period following the termination of this Agreement, however caused, the Employee will not directly or indirectly, on Employee’s own behalf or on behalf of any person or entity:

a) Carry on or be engaged in or concerned with or interested in the operation of any business which is competitive with or substantially similar to the core business of the Company and which is located within a 50 kilometre radius of the Employee's primary location while working for the Company.

Page 11 of 28 In the event of a breach of this section by the Employee, the specified time period set out in this section will be extended by the period of time of the breach.

11- NON-IMPAIRMENT

The Undersigned Sales agent hereby agrees not to directly or indirectly permit to be done any acts or communication which may impair the relationship between the Company and their respective investors, suppliers, customers, employees, or any other person

12- PROTECTION OF PERSONAL INFORMATION

The Sales agent agrees to ensure that, through any of its own acts or omissions, it does not cause the Company to violate or breach any applicable laws, legislation, rules and/or regulations. The Sales agent agrees to obtain written consent before collecting any personal information about the client. This consent applies to the collection of information as is permitted by law, in conducting business as a Sale Agent,. This includes, without limitation:

A) The term “privacy laws” as used in this Agreement shall mean any and all laws, regulations, bylaws and ordinances that regulate the collection, use or disclosure of personal information about an identifiable individual, or information about entities other than identifiable individuals, in each jurisdiction in which the Company carries on its business.

13- INDEMNITY

The Sales agent agrees to indemnify, defend, and hold the Company and its successors, agents, directors, shareholders, agents, consultants, counsel and employees harmless from any and all actions, causes of action, claims, demands, costs, liabilities, losses, penalties, fines, expenses and damages arising out of, or in connection with any breach of this Agreement or by any act, mismanagement, embezzlement, neglect, misrepresentation, default, or omission made by the Sales agent. This Agreement extends even if such claims are brought or filed after termination or expiration of this agreement or any renewal or extension of this Agreement.

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14- GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws applicable in the Province of Ontario and the laws of Canada applicable therein.

15- AMENDMENTS AND WAIVERS

No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by the parties hereto.

No waiver of any breach of any term or provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived

16- INDEBTEDNESS

If the Sales agent becomes liable to pay the Company any monies, pursuant to this Agreement or otherwise, the Company is entitled to deduct such monies from any amounts or commission fees payable to the Sales agent under this Agreement.

17- ENTIRE AGREEMENT

This Agreement including Schedule A, B, and C constitutes the entire Agreement and understanding between the parties with respect to the Sales agent’s services and supersedes any prior or contemporaneous written or oral agreements.

18- PROBATIONARY PERIOD

The Company may terminate the Contract without notice in lieu thereof at any time within the first 12 weeks of the term (the “Probationary Period”)

Page 13 of 28

19-OWNERSHIP AND LICENCE TO INTELLECTUAL PROPERTY

The Contractor may in the course of completing work under this Agreement conceive, develop or contribute to material or information related to the business of the Company, including, without limitation, ideas, know-how, technical documentation, inventions (whether or not patentable), software, hardware, marketing plans, designs, techniques, documentation and records, regardless of the form or media, if any, on which such is stored (referred to in this Agreement as “Intellectual Property”).

The Company shall exclusively own all Intellectual Property which the Contractor conceives, develops or contributes during the term of this Agreement. All intellectual property rights, industrial property rights and other rights of any kind in or relating to the Intellectual Property, including but not limited to all copyright, patent, trade secret and trademark rights in or relating to the Intellectual Property shall belong exclusively to the Company

For greater certainty, the Contractor hereby assigns to the Company any and all rights that the Contractor may have or may obtain in or to the Intellectual Property. The Contractor shall keep full and accurate records accessible at all times to the Company relating to all Intellectual Property and shall promptly disclose and deliver to the Company all Intellectual Property.

At the request and at the sole expense of the Company, the Contractor shall do all acts and sign all documentation necessary in order to ensure the Company’s ownership of the Intellectual Property and all intellectual property rights, industrial property rights and other rights in the same, including but not limited to providing to the Company written assignments of all rights to the Company and any other documents required to enable the Company to document rights to and/or register patents, copyrights, trademarks, industrial designs and such other protections as the Company considers advisable anywhere in the world.

The Contractor hereby irrevocably and unconditionally waives all moral rights that are held or may be held in the future by the Contractor in any Intellectual Property.

The Contractor covenants and agrees not to make any unauthorized use whatsoever of or to bring onto the

Company’s premises for the purpose of making any unauthorized use whatsoever of any trade secrets, Confidential Information or Intellectual Property of any third party, including without limitation any trademarks or copyrighted materials, during the course of this Agreement. The Contractor agrees and represents that the execution of this Agreement does not and will not breach any agreement to which the Contractor is currently a party or which currently applies to the Contractor.

Page 14 of 28

20-NOTICE

Any notice, request, consent or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if in writing, and if/when sent by personal delivery, registered mail, or pre-paid courier, to the Sales agent’s address, or to the Company’s office, as the case may be.

I/we warrant and confirm that the information given in the employment contract form is true and correct and l/we understand that it is being used to determine my/our credit responsibility and to evaluate and respond to my/our request for employment with Mid East Canadian Pharmaceutical Inc O/A MECP. You are authorized to obtain any information you may require for these purposes from other sources (including, for example, credit bureau) and each source is hereby authorized to provide you with such information. I/we also understand, acknowledge and agree that the information given in the employment contract form as well as other information you obtain in relation to my credit history may be disclosed to potential other service providers, organizations providing technological or other support services required in relation to this application and any other parties with whom I/we propose to have a financial relationship.

IN WITHNESS WHEREOF this Agreement has been executed by the parties hereto on the date first above written.

COMPANY: Mid East Canadian Pharmaceutical INC

INDIVIDUAL NAME:

DATE:

COMPANY AGENT

Kamiar Tehrani NAME:

Page 15 of 28 Schedule “A”

For the purposes of this Schedule, the expression “Affiliation Generated Business” means Sale business derived directly from an entity that has engaged or appointed Mid East Canadian Pharmaceutical Inc O/A MECP. as its exclusive agent, to furnish to its sales services; and the expression “Net Commission” means the Finder’s Fees, Volume Bonus (where applicable) received by the Company in respect of the Sales business which the Sales agent has been instrumental in generating, less all direct costs and fees payable by the Company to generate the right to receive such compensation.

Mid East Canadian Pharmaceutical Inc O/A MECP may from time to time adjust the commission rate on specific products or product categories, MECP will inform the agent in advance via the company-wide announcement of changes.

The Sales agent is entitled to receive from the Company in respect of each sales transaction that the Sales agent has been instrumental in originating and for which commissions are subsequently received by Mid East Canadian Pharmaceutical. A commission is calculated as follows:

The Sales Agent for all own provided new leads and sales deals is calculated on sales by sales basis as follow:

From $0 to $30,000 : 5%
From $30,000 to $90,000 : 5.5%
From $90,000 to $150,000 : 6%
From $150,000 to $250,000 : 6.8%
From $250,000 to $350,000 : 7.2%
From $350,000 to $500,000 : 7.5%
From $500,000 to $800,000 : 7%
From $800,000 to $1,000,000 : 6.5%
From $1,00,000 to $5,000,000 : 5%
From $5,000,000 and above: 4%

Executed this:

Page 16 of 28

Schedule “B”

Bonuses

Sales amount over $20,000 a one time bonus of $500

Sales amount over $40,000 a one time bonus of $850

Sales amount over $80,000 a one time bonus of $1,200

Sales amount over $120,000 a one time bonus of $1,500

Sales amount over $150,000 a one time bonus of $1,800

Sales amount over $200,000 a one time bonus of $2,000

Sales amount over $250,000 a one time bonus of $3,000

Sales amount over $500,000 a one time bonus of $10,000

Sales amount over $1,000,000 a one time bonus of $25,000

Sales amount over $50,000 for two consecutive months $600

Sales amount over $100,000 for two consecutive months $1,500 Sales amount over $250,00 for two consecutive months $3,000

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Acknowledgment

I confirm I have gone through all folders and documents related to each folder for my review.

Compliance Acknowledgment

I have confirmed I have read through all documents relating to compliance for my payroll and also for client management, storage, and home office guidelines. I understand that these are guidelines to be used in my everyday business. Mid East Canadian Pharmaceutical inc has given me the information needed and if I do not follow the guidelines I am fully reasonable for any fines, suspension, or termination if I am found not to follow the guidelines provided to me. I also understand that I may not receive my commissions if payroll compliance is not done

Independent Legal Advice

I - acknowledges:

Having read and fully understood this Agreement; and
Having been given sufficient opportunity to obtain independent legal advice in connection with this Agreement and the provisions hereof.

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Signed by kamiar tehrani
Signed On: May 9, 2024

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June 5, 2023 6:20 pm EDT

Sales Rep Agreement Uploaded by kamiar tehrani - projects@mecp.ca IP 99.228.144.63