Generic Partnering Agreement
for Product Sales on HobbyFarmLife.com
and Net Revenue Distribution

[Please note: This generic partnering agreement is provided here for informational
purposes only. Its terms may change based on discussions between the two parties.]

This non-exclusive partnering agreement (Agreement) between Mind Like Water, Inc. (MLW) and ____________________ (X) concerns the sale of ___________________ manufactured by X (Products) on HobbyFarmLife.com, a web site at http://www.hobbyfarmlife.com, owned and operated by MLW. This Agreement further concerns the distribution of net revenue generated from said sales.

MLW and X agree to the following terms and conditions:

(1) E-Commerce. MLW shall be responsible for marketing and selling Products on HobbyFarmLife.com. MLW may create web sites (Other Web Sites) in addition to HobbyFarmLife.com to market and sell Products. MLW has the right to make changes to the way products are marketed on these sites at any time.

(2) Fees. MLW shall not charge X any fees related to marketing and selling Products on HobbyFarmLife.com or Other Web Sites. X agrees to provide MLW with all reasonable graphics and supporting text. MLW has the right, but not the obligation, to produce new graphics and supporting text in order to increase website traffic and sales of X Products.

(3) Operation of Web Site(s). MLW shall be responsible for operating HobbyFarmLife.com or Other Web Sites, to include paying normal fees related to web hosting, server maintenance, e-commerce and credit cards, as necessary to provide for the sale of Products.

(4) Product Fulfillment. X shall be responsible for manufacturing, distribution, shipping, and all other issues related to product fulfillment of Products sold by MLW on HobbyFarmLife.com or Other Web Sites. X shall automatically receive an email containing the order information, whenever a sale is made online. For any offline sales (i.e., by phone or mail), MLW will fax the order information to X.

(5) Net Revenue Distribution. X shall receive $____ (in U.S. funds) plus the actual cost of shipping (i.e., the cost billed to X by the shipping company) for each Product sold on HobbyFarmLife.com or Other Web Sites. MLW, who shall set the price for each Product sold on HobbyFarmLife.com or Other Web Sites, will receive any amount above this distribution for each Product sold. This distribution shall cover product manufacturing and shipping to customers within Canada and the United States. X reserves the right to raise prices based on increases in labor, freight and/or raw material increases. MLW will be given a 30-day advance notice, in writing, of any increase.

(6) Payment. MLW will receive payment from customers for all Products sold. X shall invoice MLW for each processed order (either individually or grouped). Every invoice must include the customer name and the cost of goods sold. MLW will be responsible for remitting payment within 30 days of the invoice date.

(7) Refunds/Chargebacks. If a refund or chargeback is issued to a customer of MLW for Products on HobbyFarmLife.com or Other Web Sites, MLW will deduct the refund/chargeback amount from a subsequent invoice from X if the refund or chargeback is due to a problem related to Product manufacturing. If the refund or chargeback is due to a problem with shipping, X is responsible for settling any claim(s) with the shipper.

(8) Sales Tax. MLW shall be responsible for collecting State of Kansas sales tax on sales made on HobbyFarmLife.com or Other Web Sites, and for submitting the sales tax to the proper authorities.

(9) Termination of Agreement. This Agreement may be terminated by either party following written notice of 90 days.  

(10) Indemnification. X agrees to indemnify MLW, its officers, assignees, and licensees, and hold each of them harmless from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses, including legal fees, arising out of or by reason of the manufacturing, shipping, distributing or product fulfillment by X of Products sold on HobbyFarmLife.com or Other Web Sites under this Agreement.

(11) Assignment. Neither MLW nor X may assign this Agreement or any of its rights or obligations to any third party(ies), without the prior written consent of the other party to this Agreement. This Agreement will be binding upon any permitted successors or assigns.

(12) Severability. The determination that a term or condition of this Agreement is invalid, void or unenforceable does not affect the effectiveness of the remaining provisions.

(13) Entire Understanding. This Agreement constitutes the sole and entire agreement between MLW and X regarding the services to be provided. The Agreement becomes effective only when signed and dated by MLW and X. No modifications to this Agreement shall be deemed binding upon either party without written consent by both parties.

(14) Term. This Agreement is for a term of one year and is renewable.

(15) Signatures. The undersigned agree to the terms and conditions of this Agreement:

__________________________________________                        _____________
Diane Faile                                                                                          Date
Manager, HobbyFarmLife.com
Mind Like Water, Inc.
7419 Metcalf Avenue, # 321
Overland Park, KS 66204

__________________________________________                        _____________
[name]                                                                                                 Date
[title]
[company]
[address]