This Signs to Celebrate, LLC Independent Celebrator Agreement (“Agreement”) is entered into on
the date set forth below by and between Signs to Celebrate, LLC, a Missouri limited liability
company (referred to hereinafter as “Signs to Celebrate,” “STC,” “the Company,” or “Signs to
Celebrate, LLC”) and(“Celebrator”).
Celebrator is signing this Agreement both in his/her individual capacity and also on behalf of, if
applicable, any business entity formed by or on behalf of the Celebrator through which the
Celebrator will operate, and the Celebrator agrees that he/she and such entity are each obligated
to fulfill all of the obligations of the Celebrator as described in this Agreement. This Agreement
supersedes all previous agreements between Signs to Celebrate and the Celebrator, and any such
prior agreements are hereby rendered null and void.
A. Signs to Celebrate, LLC designs and manufactures various signs and event celebration
B. The Celebrator desires to provide delivery services and promote rental of signs for
Signs to Celebrate, LLC as may be offered by the Company as an independent
NOW, THEREFORE, for good and valuable consideration, and in further consideration of
the promises and representations set forth in this Agreement, the parties hereby agree as follows:
1.1 In this Agreement:
(1) “Company” means Signs to Celebrate, LLC.
(2) “You” means the Celebrator (and, if applicable, the business entity formed by or on
behalf of the Celebrator through which he/she shall operate. The term “Celebrator” refers
to You as an independent contractor. Only one person is allowed per Agreement.
(3) “Compensation Plan” means the STC Compensation Plan set forth in the Signs to
Celebrate, LLC Celebrator’s Policies and Procedures and in other materials provided by the
Company, as amended by the Company from time to time, including any Addendum to this
(4) “Staking Season” refers to either the days of January 15t h through June 15th or the
June 16th through November 15th every calendar year.
(5) “Sign Kit” refers to the samples and literature kit that are purchased by and provided
to Celebrators during each Staking Season for the purpose of conducting yard sign
1.2 Unless terminated earlier, this Agreement shall have a term beginning on January 15, 2020
through January 14th, 2021. Unless terminated earlier under Sections 5.1 or 5.2, this term will
automatically renew on a yearly basis unless either party notifies the other party of its choice not
to renew for another year by the first of December prior to the next term year.
1.3 You will receive payments in accordance with the terms and conditions of the Compensation
1.4 You must pay a non-refundable deposit to the Company in the amount of $300 by credit card
to become a Celebrator under this Agreement. You also commit to purchasing a Sign Kit at the
beginning of every Staking Season during the term of this Agreement, at the then current price, to
be used by You in your business as a Celebrator. Because the Company makes decisions related to
approval of new Celebrators based on the Celebrators already committed to sell during any given
Staking Season, once you have committed to sell during a Staking Season (which includes failing
to notify the Company that You do not intend to commit to a Staking Season as described in
Section 5.2), You remain responsible for making full payment for the Sign Kit and agree to accept
delivery of the Sign Kit items (unless otherwise agreed to in writing by the Company or as
provided in Section 6 below), even if this Agreement terminates during the Staking Season.
2. CELEBRATOR OBLIGATIONS
2.1 You confirm that You have the opportunity to participate in the Compensation Plan
and You agree to abide by all of the Company’s rules, policies, and requirements as set forth in
any Addendum attached and/or incorporated into to this Agreement, and the Celebrator Policies
and Procedures as amended by the Company at its sole discretion. The Celebrator agrees to abide
by the Signs to Celebrate Code of Ethics, as set forth in the Celebrator Policy and Procedures, as
amended by the Company at its sole discretion. The Celebrator understands that amendments to
the foregoing documents may be sent to You or posted on the Company’s website from time to
2.2 You will conduct Your business in accordance with the Company’s trademark policies
and advertising regulations set forth in this Agreement and in the Company’s marketing and
business development literature and in the Celebrator Policies and Procedures.
2.3 You will comply at all times with all reasonable instructions given to You by the
Company in regard to the ordering of product for Your business as a Signs to Celebrate, LLC
2.4 In particular, but without limiting any other terms or provision of this Agreement, You
agree to comply with the following obligations:
(1) You will comply with all laws, rules, and regulations relating to the conduct of Your
business as an STC Celebrator and to the promotion and sell of services and products supplied by
(2) You will conduct Your business as an STC Celebrator in an ethical and honest manner,
and will do nothing that may harm or damage the Company, its business, or reputation, or
embarrass the Company or bring it into disrepute, and You will not make any negative or
disparaging statements about the Company or its products during or after the termination of this
(3) You will conduct, control, and be personally responsible for all Celebrator activities.
You will not assign or transfer or share, in whole or in part, such business or any right or
obligation under this Agreement (which is personal to You) to or with any other person, firm, or
company, without Signs to Celebrate, LLC’s prior written consent. The Company has the right to
assign this Agreement at any time.
(4) You will not make any claims about the Company’s services or products or business
that are not specifically described in, or are contrary or inconsistent with Signs to Celebrate, LLC’s
literature and directions.
(5) You may not sell or attempt to sell any Signs to Celebrate products within an
unauthorized venue including, but not limited to, online auction forums, boutiques, consignment
stores, and other retail establishment.
3. INDEPENDENT STATUS
3.1 As an independent Signs to Celebrate, LLC Celebrator, You agree that you will be a
self-employed independent contractor and not an employee of the Company, or any other Signs to
Celebrate, LLC Celebrator. As an Independent Celebrator, you retain and exercise full control over
the order, sequence, details, manner and means by which You operate your business as a STC
Celebrator, as long as You comply with acceptable professional standards and meet the general
requirements for remaining an independent STC Celebrator. The Company shall not have the right
to control or direct the order, sequence, details, manner or means by which You operate your
business as an STC Celebrator, except as provided in this Agreement. You shall be responsible for
all equipment and supplies required to run your business as a STC Celebrator, including those
items that are purchased through and supplied by the Company.
3.2 You may not make any contract as an agent for the Company or bind the Company without the
Company’s express prior written consent.
3.3 You will be solely and personally responsible for all federal and state taxes resulting from Your
business as a Signs to Celebrate, LLC Celebrator, and will not be treated as an employee for
federal or state tax purposes, or for any other reason.
3.4 The Company shall collect and remit all applicable sales tax on products and materials as may
be appropriate and required on account of the sale of the products and any other materials.
4. SPONSORSHIP OF OTHER CELEBRATORS PROGRAM – Tentatively releasing 1s t quarter of 2021.
5.1 Either You or the Company may terminate this Agreement at any time through written
notice, for any reason, with or without cause. In addition, the Company may terminate this
Agreement immediately upon notice to You if you commit any breach of this Agreement, any
Addendum, the Celebrator Policies and Procedures, or if you file for bankruptcy or business
reorganization under federal law.
5.2 The Company ask You during the final three months of a Staking Season, using the email You have provided to the Company, to notify the Company within a specified period of time if
You do not plan to continue this Agreement into the following Staking Season. If You fail to notify
the Company in response to that inquiry within the time provided that You do not plan to
continue this Agreement into the following Staking Season, it will be treated as affirmative notice
that You plan to continue this Agreement into the following Staking Season and commit to
meeting Your Celebrator obligations (including those stated in Sections 1.4) for the following
Staking Season. If, in response to such inquiry, You notify the Company that You do not plan to
continue this Agreement into the next Staking Season, this Agreement will terminate at the end of
the then current Staking Season, unless terminated earlier under Section 5.1.
5.3 If You wish to terminate this Agreement in circumstances other than those described
in Section 5.2, you must provide a written Notice of Termination to Signs to Celebrate, LLC,
attention: President, at the Company’s headquarters office in Fenton, Missouri. Such Notice of
Termination must be sent to the Company by Federal Express or other overnight courier certified
with signature required. If the Company wishes to terminate this Agreement, it will notify You
using the last address you provided to the Company.
5.4 Upon termination, You agree to return any and all items and materials given to You by
the Company or purchased by you from the Company in preparing for and fulfilling your role as
Celebrator, with the exception of the signs contained in the Sign Kit that You purchased or agreed
to purchase for the current or any past Staking Seasons. These items include, but are not limited
to: stakes, custom signs, and other accessories in addition to Business Cards, Invitations, door
hangers, Miscellaneous Supplies as well as any other Printed Documentation bearing the Signs to
Celebrate logo, including the Celebrator Policies and Procedures, Catalogs, and Order Forms. A
refund will be issued to You in the form of a portion of your original payment for those items as
described in Section 6.1. Upon termination, the Company will not refund or reimburse You for any
other expenses incurred by You including, but not limited to, expenses relating to telephones and
other electronic devices, travel, business supplies, registration fees, deposits, office equipment,
or any other such items purchased by You.
5.5 Upon the termination of this Agreement, the Company shall have no further obligation
to You, nor will it make any further payment to the Celebrator for any reason whatsoever, except
as specifically described in this Agreement. Without limiting the forgoing, upon termination of
this Agreement, the Celebrator shall have no further claim for bonus payments, commissions,
payments for “termination” of territory, payments for loss of customer relationships, or any other
compensation, payment, or reimbursement of any type or nature. The Celebrator acknowledges
and agrees that he/she has not been promised and is not entitled to an exclusive territory and
shall have no ownership or rights in regard to any customer relationships upon the termination of
5.6 For a period of 30 days following the termination of this Agreement, the Company
reserves the right to bill You, in the form of an automatic ACH debit from Your account, any and
all commission refunds due to the Company resulting from any return/exchange activity for which
You are the referenced Celebrator and any amounts owed by You for the purchase of the Sign Kit
in the Staking Season during which this Agreement is terminated.
6. CELEBRATOR RIGHTS UPON TERMINATION
6.1 Upon termination of this Agreement for any reason, the Company may, at its sole
discretion, buy back sign kits that You have purchased from the Company during the twelve (12)
month period prior to the date of termination, if they are unopened and/or in a marketable and in
re-saleable or re-usable condition (as determined by the Company at its sole discretion), at a
price which is not less than fifty percent (50%) or prorated price that You paid for such sales aids,
less any bonuses paid to You in connection with such purchases, appropriate setoffs and legal
claims for amounts owed by You to the Company.
6.2 If the Company terminates this Agreement during a Staking Season, the Company may
also, at its sole discretion, (a) buy back the signs that are part of the Sign Kit You purchased for
the then current Staking Season, as long as such signs are in marketable and resaleable condition
(as determined by the Company at its sole discretion) at a price which is not less than fifty (50%)
of the price or prorated price that You paid for such products, (b) cease any further delivery of
samples that are part of the Sign Kit for the then current Staking Season, and/or (3) refund any
amounts already paid by You for the samples that are not delivered to you. Any payment made to
You under this Section will be reduced by any appropriate setoffs and legal claims for amounts
owed by You to the Company.
6.3 Your rights under this Section 6 are subject to the Company’s right to require the
payment of all sums paid or credited to You as bonuses under the Compensation Plan on account
of any such product or sales aids returned to the Company. The Company shall be entitled to
offset any monies owed by You to the Company against monies owed from the Company to You.
Page 6 of 10 Independent Celebrator Agreement 1.0
7. CELEBRATOR RESTRICTIONS
7.1 PROPRIETARY RIGHTS/USE OF COMPANY MATERIALS. The Celebrator acknowledges that
the Company’s trademarks, service marks, trade names, patents and copyrighted materials,
together with any and all other intellectual property of the Company, are owned solely by the
Company, and that use of such marks and materials must be in compliance with the Company’s
written policies, as such may be amended by the Company from time to time. The Celebrator
agrees to use only written, recorded or other promotional or advertising materials which have
been produced by the Company and/or approved in writing by the Company prior to use and that
bear its approval designation. The Company has the exclusive proprietary interest in customer
lists and relationships, Celebrator lists, manufacturing procedures, and in all operating, financial
and marketing materials; and the Celebrator agrees that all such information is confidential.
Celebrators shall not use or disclose such information to any third party except in strict
accordance with this Agreement and the Celebrator Policies and Procedures. The Celebrator
agrees to maintain the confidentiality of such information and he/she shall not use such
information to sell services, rentals and products other than the Company’s products, nor shall
the Celebrator use such information in connection with any other business during the term of this
Agreement and after the termination of this Agreement. Upon the termination or non-renewal of
this Agreement, the Celebrator agrees to immediately cease from any and all use of the
Company’s trademarks, service marks, intellectual property and proprietary and confidential
information and, upon the Company’s request, the Celebrator shall return all such materials to
the Company or destroy such materials in the Celebrator’s possession. This Agreement is
intended, among other things, to supplement the provisions of the Missouri Uniform Trade
7.2 CONFIDENTIALITY OF PHOTO RELEASES. The Celebrator agrees to abide by all rules and
policies set forth by the Company regarding the release of photographs or other images depicting
Signs produced or offered by the Company. The Celebrator understands and agrees that many
times during the Staking Season, the Company will desire to maintain the exclusivity of the Signs
by purposely delaying the release of photographs depicting such Signs. In these situations, the
Celebrator agrees to refrain from releasing any and all photographs or other images of the Signs,
whether such photographs or other images have been produced by the Company or otherwise.
Failure to abide by this obligation may result in immediate termination.
7.3 CONFIDENTIALITY OF SIGN KITS DESIGNES AND DESCRIPTIONS. In the same spirit as
Section 7.2, the Celebrator agrees to maintain the strict confidentiality of all designs, kits, and
descriptions of Signs unless and until the Celebrator receives written permission from an
authorized representative of the Company to release such information. The Celebrator will not
communicate, either in writing or verbally, any detailed information or descriptions concerning
the Signs until granted written permission to do so by an authorized representative of the
Company. Failure to abide by this clause may result in immediate termination.
7.4 GENERAL CONFIDENTIALITY OBLIGATION. In addition to the information described
above about which the Celebrator must maintain confidentiality, the Celebrator agrees to
maintain the confidentiality of all other confidential, proprietary, or other information, whether
or not originated by the Celebrator or the Company, which is in any way related to the past or
present business of the Company and which is either designated as confidential or not generally
known by or available to the public. Confidential Information, for purposes of the above, includes,
but is not limited to (whether or not reduced to a writing or designated as confidential) any
internal operational data and information, research, development, production, engineering and
manufacturing data, plans, designs, formulae, processes, specifications, techniques, trade secrets,
work product, financial information, sales and marketing plans, cost and pricing data, customer,
Celebrator and supplier lists, computer programs, source code, object code, data base structures,
or other non-public information relating to the Company that becomes known by the Celebrator
as a result of his/her relationship with the Company, and whether or not such information has
been specifically designated as “Confidential Information” by the Company.
7.5 NON-COMPETE CLAUSE. The Celebrator agrees that, during the term of this
Agreement, and for the period of one (1) year thereafter, the Celebrator shall refrain from
entering into a sales, marketing, ownership or management relationship (whether as an employee,
independent contractor or independent sales representative) with any Competitor. Competitor is
defined as company or individual that specialized yard signs or producing yard signs (similar to
the Signs sold by the Company) through direct sales or network marketing (i.e., sales through
similar forums). Because the geographical scope of the Company’s business operations is
nationwide, Celebrators are not limited to a specific geographical area, and Celebrator may
conduct virtual Sign Kit rentals or receive commissions from sales made through the internet, this
restriction applies to each state in which the Company does business; each state in which the
Celebrator has customers; each state in which a Celebrator on whose sales the Celebrator
receives commissions has customers; each state in which the Celebrator’s has customers; areas
within the zip code(s) associated with the Celebrator in the “Find a Celebrator” function on the
Company’s website; and the area within a two hour driving distance (determined using a map
program/service, such as Google Maps) from the Celebrator’s home (which is the area in which
Traveling Sign Kit Shows are prohibited to avoid competition with the Celebrator’s business).
7.6 NON-SOLICITATION/SALE OF OTHER PRODUCTS. The Celebrator agrees that during the
terms of this Agreement, and for a period of one (1) year thereafter, the Celebrator shall not,
directly or indirectly, on the Celebrator’s own behalf or on behalf of any other person or entity:
(a) solicit, recruit or attempt to recruit any Celebrator, manager, employee or vendor of the
Company to enter into a business relationship as an owner, independent contractor, independent
sales representative or employee, with any Competitor (as defined above) or to otherwise
terminate his or her business relationship with the Company; (b) contact or communicate with,
directly or indirectly, a customer for the purpose of encouraging, soliciting or enticing that
customers to purchase the same or similar products sold by the Company from a Competitor or
otherwise stop purchasing products from the Company; (c) provide products to a customer that
are similar to those sold by the Company. For the purpose of these provisions, a customer is
defined as an individual to whom the Celebrator, any Celebrator on whose sales the Celebrator
receives commission or any of the Company’s products within the year prior to the termination of
8. OTHER PROVISIONS
8.1 PASSAGE OF TITLE. You and the Company further agree that title to the products You
purchase from the Company at a discount or for retail shall pass to You at the time the Company
delivers the products ordered by You to a common carrier and you have paid Company in full for
all such product.
8.2 PAYMENT OF ACCOUNTS. You agree that You will pay the quoted price for all goods
that You purchase for services, and that such payment shall be made in full. The company agrees
to accept Your customer credit card as “conditional payment” of Your account. In the event that a
customer credit card presented to You as full or partial payment of an order placed by You is
rejected for any reason, You will be responsible to pay any balance due to the Company.
8.3 PAYMENT OF COMMISSIONS. The Company reserves the right to withhold Your
commissions should Your account become delinquent or not current due to any reason
whatsoever, including, but not limited to any ACH transactions attempting to debit Your account
for cash/checks taken in by You that result in a return/charge to the Company due to NSF or any
8.4 GOVERNING LAW/VENUE. This Agreement shall be governed by, construed, and
enforced in accordance with the laws of the State of Missouri, without reference to its conflict of
laws rules. The parties agree that any controversies of any nature whatsoever arising out of or
relating to this Agreement, shall be subject to the exclusive jurisdiction of the state or federal
courts having jurisdiction over St. Louis County, Missouri, and Fenton, Missouri, shall be the
exclusive jurisdiction and venue for any disputes, actions, or lawsuits arising out or relating to
this Agreement and you wave any argument related to jurisdiction or forum non convenes; except
that the Company may choose, at its discretion, to file any action for your breach of Sections 7.1
through 7.6 in a court in a state or county where You can be found.
8.5 INDEMNIFICATION/OFFSET. The Celebrator agrees to indemnify and hold harmless the
Company, its subsidiaries, affiliates, and their shareholders, officers, agents, employees,
accountants, attorneys or other advisors, and directors, from and against any claims, demand,
liability, loss, cost or expense, including, but not limited to, court costs and attorneys’ fees,
asserted against suffered or incurred by any of them by reason of, directly or indirectly, arising
out of or in any way related to or connected with, allegedly or otherwise, Celebrator’s (a)
activities as an STC Celebrator including, without limitation, any unauthorized representation
made by such Celebrator; (b) breach of any term or provision of this Agreement; or (c) violation of
or failure to comply with any applicable federal, state or local law or regulation. The Company
shall have the right to offset any amounts owed by the Celebrator to the Company (including,
without limitation, the repayment of bonuses received by the Celebrator as a result of product
returns) against the amount of any bonuses owed to the Celebrator.
8.6 INJUNCTIVE RELIEF AND OTHER REMEDIES. The Celebrator agrees that the remedy at
law for any breach of any provision of this Agreement shall be inadequate and that, in addition to
any other remedies, in law or in equity, it may have, the Company shall be entitled, without the
necessity of proving actual damages or posting bond, to temporary and permanent injunctive
relief to prevent the breach of any provision of this Agreement and/or to compel specific
performance of this Agreement. In addition, if the scope of any stated restriction is too broad to
permit enforcement of such restriction(s) to its full extent, then the parties agree that such
restriction shall be enforced and/or modified to the maximum extent permitted by law. The
parties agree that in the event of the Celebrator’s breach of his/her non-compete and/or nonsolicitation obligations, the period during which the Celebrator’s activities are restricted shall be
extended by the period of the breach.
8.7 ATTORNEYS’ FEES. The Company shall be entitled to its costs and expenses, including
reasonable attorneys’ fees, that it incurs in connection with its enforcement of any rights under
8.8 SEVERABILITY. If, pursuant to any applicable law or rule of any jurisdiction, any
provision of this Agreement is held to be invalid or unenforceable, the Company shall have the
right to modify the invalid or unenforceable provision or any portion thereof, to the extent
required to be valid and enforceable and the remaining provisions shall stay the same and
enforceable. The Celebrator shall be bound by any such modification, which shall be effective only
in the jurisdiction in which it is required.
8.9 AMENDMENT. The Company may amend this Agreement, the “Signs to Celebrate
New/Return Celebrator Agreement,” the Compensation Plan, the Celebrator Policies and
Procedures, any Company literature, prices and specifications in regard to products offered by the
Company, at any time. The Company will make a reasonable effort to notify the Celebrator of any
8.10 CUMULATIVE REMEDIES/SURVIVAL. All remedies, rights and powers given to the
Company are cumulative, non-exclusive, and are in addition to any and all remedies and rights
provided by law. The covenants and obligations of the Celebrator to abide by the non-solicitation,
non-compete, and confidentiality provisions shall survive the termination of this Agreement.
8.11 WAIVER/SUCCESSORS AND ASSIGNS. The failure of a party to enforce one or more of
the provisions of this Agreement, or to require at any time performance of any of the obligations
hereof, shall not be construed to be a waiver of such provisions by such party nor to in any way
affect the validity of this Agreement or such party’s right thereafter to enforce any provision of
this Agreement, nor to preclude such party from taking any other action at any time that it would
legally be entitled to take. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and upon their heirs or personal representatives and successors in interest of the
Company. This Agreement, being personal to the Celebrator, may not be assigned by him/her. The
Company shall have the right to assign this Agreement.
8.12 ENTIRE AGREEMENT. This Agreement (including the Addendum incorporated herein),
the Celebrator Policies and Procedures, and the Compensation Plan, all as amended by the
Company from time to time, and each of which is incorporated by reference into this Agreement,
constitute the entire Agreement between the Celebrator and the Company, supersede all prior
agreements between them, and the parties agree that no other promises, representations,
guarantees, or agreements of any kind shall be valid unless in writing and signed by the
Celebrator and an authorized representative of the Company.
8.13 PRESUMPTION. This Agreement or any section or portion thereof shall not be
construed against any party due to the fact that this Agreement or any section or portion thereof
was drafted by such party.