Policies & Procedures


The purpose of these Policies & Procedures is to establish an efficient business relationship between Noah’s Ark Animal Workshop, Inc. (herein referred to as “NAAW”) and Independent Party Leaders (herein referred to as “IPL”).  From time-to-time these Policies & Procedures may be modified in order to continue to improve that relationship.  In addition, NAAW reserves the right to make adjustments as necessary or appropriate to the Policies & Procedures, Rules & Regulations, Compensation Plan, and/or pricing of its products.  Changes will become effective upon written notification to Members, which includes information contained in the NAAW e-mail updates and the e-newsletter. 
It is mandatory that all IPL strictly adhere to all Policies & Procedures.  These Policies & Procedures are part of the contractual agreement (“Agreement”) between NAAW and IPL and have been prepared for the protection of NAAW and its IPL.  Any violation of the Policies & Procedures may jeopardize both NAAW’s business and that of the IPL.  Any violation is viewed extremely seriously and can result in termination of the IPL relationship and the loss of all IPL benefits.            
1)Independent Party Leader (IPL):  Each IPL is an Independent Contractor, not an employee, agent or other representative of NAAW.  An IPL is an individual, partnership or corporation who’s completed Party Leader Application & Agreement has been received and accepted by NAAW.  An IPL that is a partnership, corporation or operates under a DBA must complete a DBA/Partnership/Corporation Form and submit it to NAAW with the Party Leader Agreement.  IPL are independent contractors and must operate their business in full compliance with this Agreement, all federal, state and local laws and regulations.  IPL have no right, power or authority to incur any debt, obligations or liability on behalf of NAAW, to employ or engage others on behalf of NAAW, or to bind NAAW to any agreement of any kind whatsoever without the express written consent of NAAW. 
2)Independent Contractor/Taxes:  Applicants to become IPL certify that they are independent contractors with control over the scope, methods and manner of their activities arising out of this Agreement.  They acknowledge that they are not an employee, agent, franchisee, joint venturer, partner, or owner of NAAW and are properly treated as an independent contractor under the Internal Revenue Code, Social Security Act, Federal Unemployment Act, Federal Insurance Contribution Act, Workers’ Compensation, any state unemployment act and any other federal or state law, local ordinance, rule or regulation.  IPL agree to bear full responsibility for the payment of all applicable federal, state and local income, sales, use, unemployment, Workers’ Compensation, Social Security, and other taxes, premiums, license requirements, and fees attributable to all IPL business activities and earnings.  In those jurisdictions where NAAW is so licensed, NAAW is authorized to collect and remit to the applicable governmental agencies the proper sales/use taxes assessed as a result of purchases and resale of NAAW products (the “products”) by IPL. 
3)Active New Member:  Only IPL may sell products or participate in the NAAW program.  Products are only available to Independent Contractor “Members.”  Upon acceptance by NAAW and in order to become an active IPL, applicant must purchase the Starter Kit, and place an order with NAAW totaling $100.00 or more within the first 90 days of 
“Membership.”  There are no inventory requirements and no purchase other than a Starter Kit is necessary to establish 
“Membership” as an independent contractor. Only active IPL are eligible to receive “downline commissions.”  An active 
IPL is defined as a member who agrees to purchase a minimum of $100.00 per month for Party Leader status and $150.00 for Senior Party Leader or higher status, in 100% commissionable wholesale product purchases excluding tax and shipping. 
4)90-Day Deactivation: To ensure our resources are spent on our active members, NA will deactivate any member who has not purchased product within the past 90 days.  Deactivation simply means that the member will not receive corporate communications, and will not have access to the member website.  Should a deactive member want to become active again, they simply need to call our home office customer service department. Deactive members will not be terminated unless they choose not to renew during the annual renewal process.  
5)One Membership:  Under no circumstances may an individual participate in more than one IPL Membership.  A member of one partnership or corporation that is an IPL may not be involved in another IPL in any way. 
6)Family Policy:  A husband and wife are considered a single IPL.  A husband and wife may neither sponsor each other nor have different sponsors. 
7)Identification Number:  NAAW uses an IPL Social Security Number or Federal Employer’s Identification Number (“FEIN”) for corporations and partnerships to report earnings via a 1099 tax form if the IPL earns a minimum of $600.00 per year in downline commissions or web-based customer purchases.  NAAW will keep all Social Security and FEIN Numbers confidential. 
8)Minimum Age:  IPL shall be at least 18 years of age or the age of consent in the state where the applicant resides. 
9)Territorial Limits:  NAAW recognizes no exclusive territories.  IPL are not limited from conducting business in any states or countries declared as “open” by NAAW. 
10)IPL Renewal:  IPL agreements must be renewed annually.  Renewal Forms are issued by NAAW and must be completed and returned within 30 days of receipt along with the current renewal fee.  Failure to return the Renewal Form and fee by 
the designated date will be construed as a resignation and all agreements between NAAW and the IPL will be null and void and have no further force or effect. 
11)NAAW Party Leader Service:  The Party Leader Service Team is available to answer and assist IPL when their “upline sponsor” fails to provide effective assistance as discussed in paragraph 11, below.  Under such circumstances, the NAAW Party Leader Service Team member will respond to all IPL inquiries, including operational questions.  To keep NAAW corporate officers focused on operational responsibilities, IPL should only contact the Party Leader Service Team and no other corporate personnel should be contacted. 
12)Communication Structure:  A “sponsor” is an IPL who supports the application of another to NAAW to become an outside sales independent contractor, i.e., an IPL.  Sponsors may earn commissions from NAAW based on sales made by the sponsored IPL, as discussed below. The “upline” sponsor of an IPL must respond to all inquiries made by the downline IPL.  In the event the responses of the sponsoring IPL are inadequate, inquiries should be directed to the next 
“upline” IPL.  If an inquiry remains unanswered or is not satisfactorily answered after discussion with the two “upline” IPL, the Party Leader Service Team should be contacted.  This system of communication has been established to promote efficient operation within both the NAAW and the IPL structures. 
13)Downline Support:  Sponsors are required to provide support to IPL in their “downline” commissionable structure.  Such support may consist of any of the following or any combination thereof:  personal contact, telephone communication, written communication or attending IPL meetings. 
14)No Income Representations:  Representations of actual or potential income or any other unauthorized claims or statements regarding the IPL program are strictly prohibited.  When offering the NAAW program to prospects, IPL are required to present full, complete and accurate information about the program in its entirety, without omission, distortion or misrepresentation.  Any additional offers, representations or agreements made by an IPL in connection with the NAAW program are prohibited and may result in termination. 
15)IPL Sponsoring Dispute:  In the event more than one IPL contacts the same prospect, a dispute over sponsoring rights may result.  NAAW will not mediate or become involved in such disputes in any way.  However, NAAW will recognize as sponsor the person whose name appears on the Application as sponsor.  In the event that two or more Applications are received, the one first received by NAAW will be recognized.  A new IPL has the right to choose his sponsor and after NAAW has received an Application reflecting that choice, no change in sponsor is permitted except as discussed in paragraph 16, below.  No IPL may have an ownership interest in, operational or management control for or derive any benefit directly or indirectly from any subsequent membership not in the same direct line of sponsorship as the original IPL line of sponsorship. 
16)Cross Sponsoring:  An important investment is made when a sponsorship occurs, forming a valuable business relationship between two IPL.  NAAW believes it has the responsibility to protect these relationships and regards crosssponsoring as grounds for termination.  Accordingly, an IPL may not sponsor or attempt to sponsor another IPL into any other network marketing company.  Nor may any IPL assist, promote or encourage any other IPL to be sponsored by any other person into any other network marketing company. 
17)Changing Sponsors:  The changing of sponsors is not permitted except as provided herein.  Network marketing is a business built upon service, retail sales of products and the creation and nurturing of continuing relationships.  Once an IPL is sponsored, NAAW encourages the maximum protection of that relationship.  IPL desiring to change sponsors may do so only by resigning and waiting for a minimum of two months before affiliating with a new sponsor. 
18)IPL Disputes: Should a dispute arise among IPL that does not involve unethical behavior or a violation of policy, NAAW in no way will become involved with, mediate or in anyway arbitrate the dispute.  All disagreements must be handled by the involved IPL and should not seek intercession from NAAW in anyway. 
19)IPL Legal Compliance:  IPL must comply with all federal, state and local laws relating to the IPL business and must not engage in any unlawful or deceptive trade practices or business activities.  IPL shall conduct their businesses in a manner that reflects the highest standards of honesty, integrity and responsibility toward customers, other IPL, NAAW and the public.  IPL agree to observe the spirit as well as the letter of NAAW’s Policies & Procedures for Independent Contractors.  IPL shall not participate in any activity that is unethical and NAAW will take appropriate action when unethical conduct is suspected.  IPL understand and agree that NAAW will use its best judgment in determining whether IPL activities are unethical or unlawful and agree that NAAW may take any corrective or punitive action deemed by NAAW, in its sole discretion, to be appropriate under the circumstances. 
20)Website Forum Participation:  A web-based Member Forum has been created to help educate, motivate, support, unify and encourage IPL.  The Forum is to be used to support the business of IPL with positive and constructive ideas and comments. Only postings that support the goals of the Forum are permitted.  Any message negative in relation to NAAW, its products, support, staff, members, or in any other way constitutes a violation of the Policies & Procedures for Independent Contractors and the Agreement of which the Policies & Procedures are a part.  If there is any question whether a contemplated posting meets these guidelines, the Party Leader Service Team must be contacted.  IPL understand and agree that violations of this policy will result in the immediate removal of the posting and in NAAW’s sole discretion, any other appropriate action against the responsible IPL up to and including termination.  By participating in the Forum, IPL agree to the foregoing terms. 
21)Examples of Unethical Activity:  Examples of unethical activity include, without limitation: 
a.Use of products other than company approved NAAW products during a workshop or 
b.Cross-sponsoring or attempting to Cross-sponsor; 
c.Use of another person’s credit card to purchase product; 
d.Misrepresenting the products, IPL participation or the NAAW Compensation Plan; 
e.Engaging in any deceptive or unlawful trade practices or other illegal or unlawful business activities; 
f.Failure to submit for approval prior to publication, advertisements or proposed sales material bearing the NAAW name, trademarks, service marks and/or logos (See Advertising and Promotions Section); 
g.Any use of the NAAW name, trademarks, service marks and/or logos in any sponsoring or recruitment advertising or in relation to any financing activity (See Advertising and Promotions Section); 
h.Misuse or unauthorized use of the NAAW name, trademarks, service marks and/or logos; 
i.Misuse of the efforts of corporate personnel; 
j.Unauthorized duplication or distribution of company literature (See Advertising and 
Promotions Section); 
k.Manipulation of NAAW’s Compensation Plan; 
l.Incurring any debt, obligations or liability on behalf of NAAW; 
m.Employing or engaging others on behalf of NAAW; and 
n.Binding or attempting to bind NAAW to any agreement of any kind whatsoever without the express written consent of NAAW. 
The foregoing examples of unethical activity are not exhaustive, and are provided merely for purposes of illustration. 
22)Product Packaging, Labeling and Claims:  IPL shall not repackage or re-label any product.  Nor shall any IPL make any claims or representations, verbal or written regarding any NAAW product unless those claims are pre-approved by NAAW. 
23)Product/Workshop Supplies:  All NAAW approved products that are used during a workshop or sold to customers meet or exceed Federal Child Safety Product Regulations.  Only NAAW products may be displayed, used, bought or sold during a NAAW Workshop or Huggable Party or any other gathering for the purpose, at least in part, of displaying, promoting or selling NAAW products.  Any IPL supplying customers with workshop or plush toy products, bags, literature or other materials or product information that has not been pre-approved or purchased by the IPL directly from NAAW is in breach of these Policies & Procedures. IPL agree that in the event of such breach, NAAW may take any action, which, in its sole discretion, it deems appropriate under the circumstances including, but not limited to, termination. 
24)NAAW Insurance:  NAAW maintains a “blanket” product liability insurance policy.  This coverage does not protect any IPL who makes unauthorized claims or representations.  The scope of insurance coverage is determined by the insurer, not by the NAAW. 
25)Insurance Liability and Assumption of Risk:  IPL agrees to keep in force all liability, business and vehicle insurance in such terms and amounts as are required by law or is reasonable as prudent business practice.  IPL understands and agrees that while traveling to or from IPL-related meetings, functions, events, training, gatherings, or other activities, IPL is doing so as part of IPL independent business and not as an employee, agent, functionary or representative of NAAW, notwithstanding the fact that on occasion, IPL attendance may be based in full or in part on an invitation from or agreement with NAAW to attend.  IPL assumes all risk and responsibility for any liability that may arise as a result of any IPL-related business activities including, but not limited to, risk of injury to self and/or others in the course of IPL business activities and/or travel related to such business activities. 
26)INDEMNIFICATION AND HOLD HARMLESS PROVISION: IPL irrevocably agrees to indemnify and hold harmless NAAW, its successors, officers, directors, employees, agents, fiduciaries and attorneys from any and all actions, causes of action, claims, demands, costs, liabilities, expenses and damages (including attorneys’ fees) arising out of or in 
connection with any breach of this Agreement and/or any negligent or willful act by IPL, anyone acting pursuant to IPL direction or control or acting on IPL behalf. 
27)Independent Contractor Status:  An IPL may not represent itself to third parties as having any relationship with NAAW other than that of independent contractor as represented by the designation “Independent Party Leader.”  Nor shall an IPL state or imply that any IPL is or will be employed by NAAW or have any relationship with NAAW other than that of independent contractor.  In any communication or representation to the public of any kind, IPL must identify themselves as independent contractors. 
28)General Promotion:  IPL may promote their business in any legal and ethical manner.  ALL NAAW LITERATURE IS COPYRIGHTED AND CANNOT BE DUPLICATED IN ANY FORM WITHOUT THE EXPRESS WRITTEN CONSENT OF 
NAAW.  No reproduction of NAAW literature or labels is permitted with the exception of the download of materials directly from the company website. Reproduction of product labels is illegal. These restrictions include, but are not limited to, photocopies, graphic reproductions, translated verbiage, corporate/product photos and any copy of such materials taken in whole or in part and/or in or out of context.  IPL may not state or imply to others that NAAW approves or endorses any privately produced motivational literature or training materials used by IPL within their organization. 
29)Promotional Animals:  When participating in NAAW promotional campaigns, promotional products are sold on a first come first serve basis.  While the goal of NAAW is to have the promotional items available throughout the entire promotional period, and proper forecasting has been done, NAAW cannot guarantee how long a supply will last. NAAW does guarantee that we will do out best to be sure products are available for all members to participate in promotional campaigns, there are unknown circumstances that may exhaust supply sooner than anticipated, therefore, to insulate members, all promotional materials will include  "WHILE SUPPLIES LAST". 
30)Company Names, Trademarks, Service Marks and Logos:  NAAW has protectable legal interests in all product and Plush Pal names, corporate names, trademarks, service marks and/or logos.  NAAW’s names, marks and logos are proprietary and may not be used in any manner including, without limitation, in the reproduction of literature or any advertisement without the express prior written approval of NAAW.  Such pre-approved use must conspicuously display the fact the IPL is an “Independent Contractor” or “Independent Party Leader” of NAAW.   Requests to use the NAAW name, trademarks, service marks and/or logos must be submitted to NAAW’s Art Compliance Department in writing for purposes of approval prior to use in any form.  IPL specifically agree not to use the NAAW corporate name, trademarks, service marks and/or logo or any statements or materials from NAAW in any activity by an IPL, which refers or relates to financing.  IPL agree NAAW may take any action which in its sole discretion it deems appropriate including, but not limited to, termination of IPL for any violation of the prohibitions against the unauthorized use of NAAW’s corporate name, trademarks, service marks and/or logos and/or any statements or representations concerning NAAW in relation to financing activity. 
31)Advertising Approval:  Any and all advertising must be submitted to NAAW’s Art Compliance Department for approval prior to use in any form or media unless the advertising consists of ads supplied by NAAW.  “Media” includes, without limitation, newspapers, magazines, audio or videotapes, cable, recorded phone messages, posters, flyers, promotional items, Internet web pages and advertising, etc.  Such pre-approved use must conspicuously display the fact the IPL is an “Independent Contractor” or “Independent Party Leader” of NAAW.  Any and all advertising that promotes the NAAW career opportunity and/or services must include the NAAW corporate name and logo.  No IPL should assume that ad artwork obtained from any source, including other IPL, has been previously approved by NAAW. 
32)Recorded Advertising Messages/Voice Mail Greeting:  All recorded messages that are used or referenced in any form of advertising that refers or relates to NAAW, its products, names, trademarks, service marks and/or logos must be submitted in written script form to NAAW for approval to NAAW’s Art Compliance Department prior to use.  NAAWapproved audiocassettes and voice mail/ phone message recordings must conspicuously identify the IPL as an “Independent Contractor” or “Independent Party Leader” at the beginning of the message. The use of the words “home office” is restricted. 
33)Fairs & Trade Shows:  IPL may promote NAAW products at expos, fairs and trade shows on condition that the products are not shown or displayed with any other products.  IPL may not sell, display or in any way promote NAAW products, make any reference to NAAW or its products, or to IPL career opportunities at any flea market or swap shop. 
34)Internet Advertising/Personal Website:  Like any other advertising or promotion, Internet advertising of IPL career opportunities and party services is subject to prior approval by NAAW’s Art Compliance Department.  Internet/webbased advertising may only be done on websites pre-approved in writing by NAAW.  All board postings must be approved in writing prior to publication.  IPL are prohibited from hosting a personal website which promotes, displays, includes or uses NAAW’s products, corporate name, trademarks, service marks and/or logos or which address IPL career opportunities. 
35)Media Inquiries:  To promote accuracy and a consistent company image, all media inquiries (including but limited to radio, television and print publications) shall be referred directly to NAAW.  IPL are prohibited from making statements of any kind to the any media source, which refers or relates to NAAW and expressly agree to refrain from making any such comments to the media as a condition of this Agreement. 
36)Inventory: IPL are not required to carry any specific amount of inventory to retain their status as IPL.  However, monthly minimum purchases must be met in order to receive earned monthly commission checks.  The NAAW sales program is based upon sales at retail and not upon maintaining an inventory or products. 
37)Payment of Commissions: The commission pay period is based on the calendar month.  An order must be received by NAAW no later than 11:59 p.m. on the last day of the month.  Orders will be credited to the calendar month in which they are received.  Commission checks will be mailed during mid-month for the previous month’s business.   
38)Sales Tax:  Sales taxes are levied by various agencies of state, county and local governments.  NAAW supplies products and sales aids (including Starter Kits), which are subject to sales tax, depending on the location to which they are shipped. IPL are responsible for the payment of all sales taxes and any related obligations according to applicable state or local law. In those jurisdictions where NAAW is so licensed, NAAW is authorized to collect and remit to the applicable governmental agencies the proper sales/use taxes assessed as a result of purchases and resale of NAAW products (the “products”) by IPL. IPL are directed to contact their local state agencies for taxes advice. 
39)Tax Exempt Organizations:  NAAW does not recognize tax except certificates for organizations that are hosting events/purchasing products through an IPL.  IPL are solely responsible for transactions with tax-exempt organizations and should contact their local tax professional with for tax advise. 
40)Other Taxes:  IPL are independent contractors and NAAW does not deduct any taxes of any kind from commission, overrides or bonus checks.  At the end of each calendar year, NAAW issues a Form 1099, which reports all of the income paid to the IPL by NAAW as required by the IRS.  Payment of all fees and taxes which are ordinarily the responsibility of independent contractors are the responsibility of IPL. 
41)Shipment of Products and Supplies:  Ordinarily, NAAW ships products and supplies within two working days after receipt of an order.  If ordered merchandise is temporarily out of stock, an “out-of-stock” notice will be sent along with the balance of the shipment and there will be no charge to the IPL for out-of-stock items.  All out-of-stock items must be reordered. 
42)Rush Order:  Rush orders will be processed on regular business days only.  Orders received prior to 2:00 p.m. CST during a regular business day and which request “rush order processing” will be charged a $25.00 rush order fee and the order will be shipped or available for pick-up by 5:00 p.m. the same day.  All orders received after 2:00 p.m. CST that request “rush order processing” will be processed the following business day, charged a $25.00 rush fee and will be shipped or available for pick-up by 5:00 p.m. on that day. 
43)Ordering Policy:  All orders must be placed personally by the IPL and directly with NAAW in order to receive proper volume credit.  No order may be placed by any person or IPL on behalf of another IPL.  Approved order methods are via the online shopping cart, fax or U.S. Mail.  Phone orders are NOT an approved order method.  All orders placed via fax, e-mail or U.S. Mail MUST be placed using the Price List and Order Form supplied by NAAW.  No other forms, order forms or written notes will be accepted. 
44)Payment Forms:  IPL must personally pay for their orders with a credit card or debit card issued in their own name or by money order.  No other form of payment is accepted. 
45)Order Processing:  Upon submission to NAAW via an approved ordering method, payment, which is made by an approved method, is accepted and that order is final.  NO changes, additions, or cancellations can be made to that order.  If additions need to be made to an order, then a new order must be placed and ordering discounts will apply, as appropriate, only to the new order. 
46)Order Payment and Pick-Up:  When an order is placed, the order is automatically invoiced and credit or debit cards are charged.  Orders typically ship within two business days unless payment is declined or the IPL requests a “pick-up” order.  If payment is not made or the order is not picked up within five days of the original order, the order will be voided and returned to stock. 
47)Shipping Carriers: NAAW works with reputable and dependable shipping carriers, however, in the event a package is lost, damaged, delayed or stolen, NAAW will not be responsible for such circumstances caused by the shipping carrier.   
48)Minimum Purchases:  To qualify for an IPL commission check and to be considered an active IPL, the IPL agrees to purchase a minimum of $100.00 per month for Party Leader status and $150.00 for Senior Party Leader or higher status, in 100% commissionable wholesale product purchases, excluding tax and shipping.  If these minimum dollar amounts of wholesale product purchases are not purchased within a calendar month, any commissions due to an IPL from “downline sponsored” IPL will be canceled for that calendar month. 
49)Product Return:  IPL may only return current, new, unopened product, in original packaging, factory sealed and in resalable condition.  Credit will be issued in the amount of the 45% discounted price, less a 20% restocking fee.  Only current inventory will be accepted and only product within 90 days of original purchase.  Retired items are not “current” and may not be returned. 
50)NAAW Retail Customer Guarantee:  NAAW guarantees the quality and workmanship of its products to retail customers.  IPL are required to honor any retail customer’s request to exchange any NAAW Plush Pal within 30 days of sale if the product is damaged due to poor workmanship, and not due to accident, mistreatment or misuse.  If the IPL cannot verify the date of purchase, the IPL may request that the customer submit a receipt showing the date of product purchase.  If the return is within 30 days of sale, the IPL must exchange the product with the same product within ten business days 
of customer’s request.  The IPL is required to work directly with the customer on exchange requests.  NAAW works directly with the IPL. 
51)Defective Product Returns by IPL:  By following the Return Product Authorization Procedure, IPL with defective products may return such products within 90 days of purchase in exchange for an identical product and return shipping charge credit.  All defective product returns must be accompanied by a Return Product Authorization Form and sent only by U.S. Mail.  Postage reimbursement will be in the form of a product credit on future purchases in the amount of the postage indicated on the parcel.  Once the defective product return is approved, the replacement product will be sent with the IPL next order. Because NAAW products are hand made originals, no two products are identical and should not be compared to one another.  A product is considered defective only if there is a torn seam or broken zipper. Returns for any other reason will not be accepted or considered defective.  Returns that do not conform to this procedure or that are not considered defective will not be eligible for product exchange or postage credit.  The returned items will be retained by NAAW and donated to charity. 
52)Voluntary Termination:  In the event an IPL chooses to resign from NAAW, a signed and notarized letter of resignation must be submitted to NAAW.  In any state in which specific buy-back requirements have been enacted which varies from the foregoing, NAAW shall repurchase products in accordance with applicable law.  Repurchases are credited by NAAW in the same form as the original form of payment.  Do not return any product to NAAW without prior authorization as NAAW will not accept such returns and cannot be responsible for unauthorized returns.  Returns that have not been authorized will not be eligible for product credit or refund.  Unapproved returned items will be retained by NAAW and donated to charity. Prior to submitting a notarized letter of resignation, please contact IPL Services at 1-866-484-6624.  
No IPL is eligible to reapply as an IPL through a new sponsor unless that IPL has been terminated for at least 60 days. 
53)Termination and Procedures:  In the event of a material violation of the IPL Agreement including these Policies & Procedures, NAAW may elect to terminate the IPL.  In addition, NAAW may in its sole discretion, take any other and further disciplinary action which it deems appropriate for violation of the IPL Agreement including, but not limited to, suspension or fine.  Termination procedures are as follows: 
a.NAAW will send a written notice of “Intent to Terminate Independent Contractor” to said 
IPL explaining the reason(s) for its decision; 
b.The IPL will then have 30 days to provide a written response to NAAW for NAAW’s review and consideration; 
c.NAAW will then determine the appropriate action(s) to be taken including, without limitation, termination of the independent contractor relationship; 
d.In the event of termination (either voluntary or involuntary), future commissions and overrides for the IPL downline organization will be paid to the next eligible “upline” IPL. 
54)Applicable Law: This Agreement has been negotiated in the State of Illinois and will be performed in substantial and significant part in that state.  Therefore, it is agreed that the law of Illinois shall be used to determine all disputes related to or arising out of this Agreement.  If such dispute is preempted by federal law, the law of the United States Court of Appeals for the Seventh Circuit shall apply. 
55)Arbitration:  In the event of any legal dispute between NAAW and any IPL arising out of the terms of this Agreement, both parties agree to waive their right, if any, to trial by jury and agree to resolve such dispute(s) pursuant to binding arbitration in accordance with the rules of the American Arbitration Association in effect at the time the matter is referred to arbitration.  It is further agreed that all arbitration proceedings undertaken pursuant to this paragraph will occur at NAAW’s corporate headquarters. 
56)Entire Agreement:  The Party Leader Agreement, the Policies & Procedures contained herein and the NAAW Handbook constitute the entire Agreement between applicants to become IPL, those whose applications are accepted to become IPL and those who become IPL. No other promises, offers, representations, agreements or understandings of any kind shall be binding upon the parties unless contained in a writing signed by an authorized representative of each of the parties.