Section 18. Contract Changes

A. Rights Conditioned Upon Performance. A WA’s rights under the Contract are conditional upon and subject to the WA’s continued performance in accordance with the terms of the Contract. Upon failure by a WA to perform his or her obligations as set forth in the Contract, the WA’s rights cease. The Company may excuse a WA’s non-performance in whole or in part without waiving its rights and remedies under the Contract.

B. Possible Disciplinary Actions. Without limiting its right to terminate this Contract as set out in the WAA, if a WA breaches any of the terms and conditions of the Contract or engage in any illegal, fraudulent, deceptive, or unethical business conduct, dōTERRA may, in its sole discretion, invoke any disciplinary action that it deems appropriate, including:

1. Notifying the WA of the breach and provide an opportunity to remedy the same;
2. Closely monitoring the conduct of the WA over a specified period of time to ensure service levels and conduct in accordance with this Contract are maintained;
3. Requiring the WA to provide the Company with additional assurances that the WA’s performance will be in compliance with the Contract. Further assurances may include requiring the WA to take certain actions in an effort to mitigate or correct nonperformance;
4. Denying or suspending privileges that are awarded from time to time by the Company or cease performing the Company's obligations under the Contract, including but not limited to, awards, recognition at corporate events or in corporate literature, participation in Company-sponsored events, placement of product orders, promotion within the Sales Compensation Plan, access to Company information and genealogies, or the WA’s participation in other Company programs or opportunities;
5. Discontinuing or limiting payment of Bonuses from all or any part of the sales of the WA or the Wellness Advocate’s Organisation;
6. Reassigning all or part of the Wellness Advocate’s Organisation;
7. Adjusting the WA’s status;
8. Suspending the WA, which may result in termination or reinstatement with conditions or restrictions; 30 | Page dōTERRA New Zealand POLICY MANUAL 2017
9. Terminating this Contract; and
10. Seeking injunctive relief or other remedies available by law.

C. Investigation. The following procedure applies when dōTERRA investigates an alleged violation of the Contract:

1. The Company will either provide the WA with a verbal notice and/or send a written notice of the alleged breach of Contract. Each WA agrees that the relationship between a WA and the Company is as an independent contractor under this Contract. Accordingly, the Company will neither honor nor respect any claim by a WA that the relationship is or has been quasi-contractual, has arisen by implication from any continuing practice or course of action, has been verbally authorised by an employee of the Company in contradiction of the terms of the Contract, or is otherwise implied in fact.
2. In a case when written notice is sent, the Company will give the WA ten business days from the date of dispatch of a notification letter during which the WA may present all information relating to the incident for review by the Company. The Company reserves the right to prohibit activity (e.g. placing orders, sponsoring, modifying WA information, receiving Bonuses, etc.) by the Distributorship in question from the time notice is sent until a final Company decision is rendered.
3. On the basis of any information obtained from collateral sources and from the Company's investigation of the statements and facts taken together with information submitted to the Company during the response period, the Company will make a final decision regarding appropriate remedy, which may include the termination of the Contract with the WA. The Company will promptly notify the WA of its decision. Any remedies will be effective as of the date on which notice of the Company's decision is dispatched.
4. Additional information outlining an appeal of the decision by the Company and the Company's Dispute Resolution policy noted in Section Section 21.C herein will be provided upon request from the Company.

D. Request for Termination. A WA may request to terminate the Contract at any time and for any reason by sending a written notice of intent to terminate to the Company. A Person whose Distributorship is terminated may not sign up again as a WA for six months from the date of last activity if the WA achieved the Rank of Premier or lower. If the WA has achieved the Rank of Silver or higher, the person must wait twelve months before signing up as a WA with dōTERRA. Activity includes but is not limited to purchasing product, recruiting other WAs, or earning commissions. All obligations regarding confidentiality of information and the WA network survive termination of the Contract, including but not limited to the obligations outlined in Section 15 and elsewhere in the Contract.

E. Voluntary Termination. When a Distributorship is voluntarily terminated, the account is placed in a suspended status for a period of twelve months from the date of last activity, after which period the account is actually terminated and removed from the genealogy tree. In other words, a suspended account stays in the genealogy tree until it is actually terminated by the Company; there is no “rollup” of downline during the suspension period. Due to the Sale Compensation Plan’s compression, however, volume will roll-up past the suspended WA, allowing for maximum payout.

F. Inactivity. A Distributorship may be terminated by the Company if the Distributorship is not Active or if the annual renewal fee has not been paid. 31 | Page dōTERRA New Zealand POLICY MANUAL 2017

G. Co-applicant Binds Distributorship. The act of any participant or co-applicant in a Distributorship, or spouse or partner of a WA, is attributable to the Distributorship and coapplicants are liable for the actions of a WA or Distributorship on a joint and several basis. Any remedies, including termination of the Contract, necessitated by that act may be applied to the Distributorship generally.

H. Action Against a WA. The Company may take action against a Wellness Advocate as outlined in this Section 16 of the Policy Manual and elsewhere in the Contract if the Company determines, in its sole discretion, that the WWA’s conduct or the conduct of any participant in the Distributorship is detrimental, disruptive, or damaging to the well-being or reputation of the Distributor network or the Company.