This Membership Agreement (hereinafter called “Agreement”), to be effective as of this 1^st day of April, 2017 (hereinafter the “Agreement Date”), is by and between The People’s Corporation ( “THE PEOPLE’S CORP”), a corporation organized under the laws of the state of Wyoming and having its principal place of business at 1712 Pioneer Ave 786, Cheyenne, Wyoming 82001 and The People’s Membership Program (TPMP) Member (hereinafter, referred to as “TPMP MEMBER”).  This Agreement supersedes and replaces in their entirety, without prejudice, any and all other agreements or contracts between the parties.

NOW, THEREFORE, for and in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto expressly agree as follows:

1.  GRANT OF RIGHT
1.1 THE PEOPLE’S CORP hereby grants to the TPMP MEMBER the right to provide information throughout the Territory through Referring the TPC Products.  The TPMP MEMBER covenants and agrees to refer the TPC Products from THE PEOPLE’S CORP.  

2.  MARKETING
2.1 TPMP MEMBER shall always be truthful when providing information, as defined herein, to affect the sale of TPC Products by means of Referring in markets in the Territory.

2.2 THE PEOPLE’S CORP and TPMP MEMBER agree when available to present a sample of the product to help promote and market the TPC Products.

2.3  THE PEOPLE’S CORP shall have the right to review and approve TPMP MEMBER’s plans to expand providing information of TPC Product(s) in all foreign markets outside of the existing TPMP MEMBER market of the United States. The Parties agree to use their best efforts to reach a mutually satisfactory agreement relative to all objections.

2.4 THE PEOPLE’S CORP will share with and distribute to TPMP MEMBER clear and factual information  to the best of its knowledge regarding the TPC Product.

3.  PAYMENTS AND REPORTS
3.1  THE PEOPLE’S CORP shall pay to the TPMP MEMBER store credit and quarterly checks (upon request) based on the product sales by Linked members. The store credit will be defined by THE PEOPLE”S CORP advertises on The People’s Store website.

3.2  All payments required under this agreement starts April 1, 2018 until official notification of program cancelation made by THE PEOPLE’S CORP to the TPMP MEMBER are as follows:

Quarterly (01 Jan, 01 Apr, 01 Sep), THE PEOPLE’S CORP shall pay the store credit when the balance totals over $40.00 US dollars received by the TPMP MEMBER within thirty (30) days after the quarterly date.

4.  NONDISCLOSURE AGREEMENTS AND CONFIDENTIALITY
4.1  TPMP MEMBER shall use branding owned by THE PEOPLE’S CORP on Product(s), marketing materials or other written descriptions of Product, labeling, packaging, sales materials and other related protected, digital or filmed communications worldwide.

5.  TRADEMARKS
5.1  THE PEOPLE’S CORP reserves the right to, at their sole discretion, periodically review and monitor TPMP MEMBER’s use of their marks for proper trademark usage, quality of goods, and other criteria as may be required by law to preserve THE PEOPLE’S CORP’s rights, good will, and value in its trademarks.

6.  TERM, TERRITORY AND TERMINATION
6.1 In the event of default or failure by TPMP MEMBER to perform any of the terms, covenants or provisions of this Agreement, TPMP MEMBER shall have thirty (30) days after the giving of written notice of such default by THE PEOPLE’S CORP to correct such default.  If such default is not corrected within the said thirty (30) day period, THE PEOPLE’S CORP shall have the right, at its option, to cancel and terminate this Agreement and close TPMP account.  The failure of THE PEOPLE’S CORP to exercise such right of termination shall not be deemed to be a waiver of any right THE PEOPLE’S CORP might have, nor shall such failure preclude THE PEOPLE’S CORP from exercising or enforcing said right upon any subsequent failure by TPMP MEMBER.

7.  ADDRESSES
7.1 Any payment, notice or other communication pursuant to this Agreement shall be sufficiently made or given on the date of mailing if sent to such Party by first class mail, postage prepaid, addressed to it at its address below or as it shall designate by written notice given to the other Party:


8.  ADDITIONAL PROVISIONS
8.1 Indemnity and Insurance.  Each Party shall notify the other of any claim; lawsuit or other proceeding related to the TPC Product.  TPMP MEMBER agrees that it will defend, indemnify and hold harmless THE PEOPLE’S CORP from and against any and all claims, causes of action, lawsuits or other proceedings filed or otherwise instituted against any of THE PEOPLE’S CORP Indemnified Parties related directly or indirectly to or arising out of any action taken or omission by the TPMP MEMBER.  THE PEOPLE’S CORP agrees that it will defend, indemnify and hold harmless TPMP MEMBER from and against any and all claims, causes of action, lawsuits or other proceedings filed or otherwise instituted against any of the TPMP MEMBER Indemnified Parties related directly or indirectly to or arising out of any action taken or omission by THE PEOPLE’S CORP.  Each Party shall assume responsibility for all costs and expenses related to such claims and lawsuits for which it is obligated to indemnify the other Party, including but not limited to all reasonable attorneys’ fees and costs of litigation or other defense.  

8.2 The parties agree to binding arbitration pursuant to the provisions of the American Arbitration Association, The arbitrator shall award costs and fees, including reasonable attorneys’ fees, to the prevailing party, or he/she shall be free to apportion costs and fees as he/she deems reasonable under the circumstances.  This Agreement and the terms hereof shall be governed by the laws of the state of Wyoming.

8.3 Non-Waiver.  The Parties covenant and agree that if a Party fails or neglects for any reason to take advantage of any of the terms providing for the termination of this Agreement or if a Party, having the right to declare this Agreement terminated, shall fail  to do so, any such failure or neglect by such Party shall not be a waiver or be deemed  or be construed to be a waiver of any cause for the termination of this Agreement  subsequently arising, or as a waiver of any of the terms, covenants or conditions of this Agreement or of the performance thereof.  None of the terms, covenants and conditions of this Agreement may be waived by a Party except by its written consent.

8.4 Reformation.  All Parties hereby agree that neither Party intends to violate any public policy, statutory or common law, rule, regulation, treaty or decision of any government agency or executive body thereof of any country or community or association of countries; that if any word, sentence, paragraph or clause or combination thereof of this Agreement is found, by a court or executive body with judicial powers having jurisdiction over this Agreement or any of its Parties hereto, in a final appealed order to be in violation of any such provision in any country or community or association of countries, such words, sentences, paragraphs or clauses or combination shall be inoperative in such country or community or association of countries, and the remainder of the Agreement shall remain binding upon the Parties hereto.

8.5 Force Majeure.  No liability hereunder shall result to a Party by reason of delay in  performance caused by force majeure that are circumstances beyond the reasonable control of the Party, including, without limitation, acts of God, fire, flood, war, civil unrest, labor unrest, or shortage of or inability to obtain product.

8.6 Entire Agreement.  The terms and conditions herein constitute the entire Agreement between the Parties and shall supersede all previous agreements, either oral or written, between the Parties hereto with respect to the subject matter hereof.  No agreement or understanding bearing on this Agreement shall be binding upon either Party hereto unless it shall be in writing and signed by the duly authorized People’s Corporation officer or representative of each of the Parties and shall expressly refer to this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement in multiple originals by their duly authorized officers and representatives on the respective dates shown below, but effective as of the Agreement Date.

THE PEOPLE’S CORP The People’s Corporation Corporation Name: /s/ Andreau Coto Title:  President Date: 03/28/17

TPMP MEMBER The People’s Member Program Member Online Registration at: www.thepeoplesstore.com Date: 03/28/17