Become a Rep!

Information Package

CANADAA subsidiary of Unidem Sales Inc.

November 2017Endless Possibilities®

Table of Contents

Welcome ......................................................................................................................................... 3The Miche Story ............................................................................................................................4New Rep highlights ..................................................................................................................... 5Compensation Plan .....................................................................................................................6Incentive Chart ............................................................................................................................. 7 Hostess Rewards ..........................................................................................................................8Starter Kit Pricing .......................................................................................................................9Do’s & Don’ts ...............................................................................................................................10Independant Representative Application Agreement ..................................................... 12Sales Kit ........................................................................................................................................ 17Registration Form ...................................................................................................................... 19

Start you Miche adventure today!

“Talk with your Miche Rep or give me a call.” - MoiraMoira Moore - Account Manager

moira@michebag.ca - 1-866-228-6173

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WelcomeMiche Canada is very excited that you are interested in learning more about our Home Party Program! The potential of becoming a Representative is unlimited, as you are joining the ground floor of the fastest growing handbag company across Canada!

The first question you must ask yourself before joining our Home Party Program is are Home Parties for you? Here are a few questions to help you decide!

1. Do you love your Miche Bag? Of course you do!

2. Do strangers stop you and say they love your handbag? They get so excited when you show them the secret of Miche.

3. Do friends and family ask you where you got yours? You know you could sell them a Miche so easily.

4. Do you love being social and making easy money? Oh Yes!

We know you will love being a Miche Representative! We have kept our program as simple and fun as possible with plenty of rewards and incentives for all. We want you to have fun and make money. You can take the Miche Home Party program to any level you are comfortable with. You see, with the Miche Bag, there is nothing else like it in the world, so one party leads to the next, to the next..... The pos-sibilities really are endless.

If you could answer these questions easily and with enthusiasm, we know that you will be a wonderful addition to the Miche Canada team! We would now like to give you the essential information, which may help you with your decision on whether the Miche Home Party Program is right for you:

• You must be at least 18 years or older to become a Miche Canada Home Party Representative.• The Miche Home Party Program is only open to residents of Canada.• You are able to opt out of the Miche Canada Home Party Program at any time and have no monthly or yearly quotas.• Miche Canada’s Home Party Program is subject to change at any point in time.

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On the way home from work in the fall of 2004, Michelle did something a lot of us have done—she spilled on her favourite handbag. Frustrated by the thought of hunting for a replacement then transferring all the contents, she created a new cover for her handbag instead —thus creating the first prototype for what would eventually become the Miche Bag! Miche was launched in 2007, and the concept for purses with interchangeable ex-teriors has been taking the world by storm ever since. In 2007, Unidem Sales Inc. CEO’s Linda and Stephen Westwell were introduced to Miche. Linda and her husband were the very first to see Miche’s ultimate potential in Canada.

Miche became their world and shortly after, Miche Canada’s Home Party Company was formed. It is their passion, business, direct sales and marketing experience that built what Miche Canada is today. Linda and Stephen are still the voice and driving force be-hind Miche Canada, and have continued to develop the Miche Hope program.

..to think, it all started with a spill!

The Miche Story CANADA

Corbin Church (Founder, Miche)Linda Westwell (CEO, Miche Canada)

Our journey in giving back is formed from a parents’ perspective. “If you really want to help a parent, help him or her ease the suffering of their child. Nothing hurts them more or can give them greater comfort than the care of their child,” says Linda Westwell (CEO of Miche Canada)

Make a difference! $5.00 from each Hope Shell sold will be donated to Charity, we are proud to support Childhood Cancer Canada and other Charitable initia-tives close to the hearts of our Miche women.

Employees, Representatives, friends and family throughout Canada work to-gether in building awareness of our program.

Please join us in giving back!

Michelle Romero (Creator, Miche), Linda Westwell (CEO, Miche Canada)

Laureen Harper (wife of Stephen Harper, Prime Minister)Linda Westwell (CEO, Miche Canada)

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New Rep highlights

• Your own personal website • Your own profressional business centre available to you and your clients• Account Manager and technical support • “The Weekly” newsletter, tips and tricks • Sales supplies (volume based on party sales)•Advertising accessories and supplies

Miche gives you the tools to Party:

Build your team and be rewarded! Reps who recommend new members to our program will earn a $100.00 bonus once the new member has had their first Miche Party Under our new guidelines, Reps will be able to increase their commission by simply sharing their Miche love!

Sell Miche products, the idea of hosting a Miche Party and the idea of becoming a Miche Rep!

See our “Compensation Plan” on page 6 for details.

Reward your HostessIf party guests book a party with you, the Miche Representative, we will reward your Hostess with incentives! The original Hostess is rewarded when the new Hostess’s party order is placed in the system. Party orders that total $300.00 or more (before tax and shipping) will receive a Peyton Coin Purse OR a Flat Brown Wallet as a thank you for having a party.

RepRepHomePartywww.homepartyrep.com

Online SystemWe are offering you an amazing opportunity; the HomeParty Rep online system is your own personal website for which you can direct your clients to shop your products and purchase, all in the comfort of their home!

It’s a fabulous tool for you as well, it allows you to create parties online, invite your guests, process your orders and close your parties with the click of a mouse! Have guests that couldn’t make your party? No problem! Send them your personal link and they can browse your stock and purchase for as long as you keep your party open!

You and your customers can gain access to HomeParty Rep for FREE when you become a Rep. Earn more money, get more exposure, speed up the ordering process and make your Miche business that much more effi-cient and professional!

Join today! Fill out our ”Registration Form” on page 19.

Reward yourself with FREE Miche Earn with every sale and with every Party. Use your Miche Money to add to your sales kit or add to your personal Miche collection... the choice is yours!

Get a first access to all Miche Releases before they are made available to the public. All Miche Reps re-ceive a discounted rate of up to 20% for purchases made directly through the HomeParty Rep website.

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CANADA

Title Commission Referral Bonus Recruits Minimum Personal % Paid on Earned Active Volume for Active Downline Downline Payouts Miche Canada Rep 20% N/A N/A N/A N/A Miche Canada Leader 20% $100.00 to $400.00 1 to 4 $300.00 2% Miche Canada Manager 25% $500.00 to $1000.00 5 to 10 $500.00 3% Miche Canada Executive 30% $1100.00 to $1400.00 11 to 14 $750.00 4% Miche Canada Director 35% $1500 + 15 + $1,000.00 5%

The hypothetical charts in this document are intended to explain how the Miche Canada Compensation plan works. They are not intended to be representative of the income, if any, that an Independent Miche Rep-resentative can or will earn through participation in the Miche Compensation plan. As such, these figures should not be considered as guarantees or projections of your actual earnings or profits.

Compensation Plan

Endless Possibilities®

Party Size Hostess Rewards Rep Rewards Rep Hosting Rewards

Host a Party and receive a Free Item + 50% off

select Shells!

(vBOOKING INCENTIVE) Rep and Host your own parties and enjoy Double Rewards

$300.00

$500.00

$750.00

$1,000.00$1,250.00

Party Size is before Taxes & Shipping | Miche Money (has no cash value) can be used towards the purchase of Miche products in the Home Party Rep System. | Hostess Rewards must be cashed in when the party closes. | Any monies left over cannot be carried over. | Rep rewards may be cashed in at the time the party closes or banked. | Banked Rewards can be withdrawn with a party order or you can request a gift certificate for your Miche Money. | Please refer to HPR site to see current Hostess Shell, chosen by Miche Canada and subject to change | Additional Bonus Shell offered at $2000 & $4000 levels. |vBOOKING INCENTIVE available (If a guest from your party, has a party of their own you will receive a selection from 2 items. | The Miche Canada Reward program is continually evolving and is subject to change. pHOSTESS INCENTIVES receive a FREE Hostess Item with a qualifying party (min. $300) and a 50% discount on select Shells. (see Pulse for full offer details.)

June 2016

Additional Exclusive Perks Available

$1,500.00$1,750.00

$2,000.00

$2,250.00

$2,500.00$2,750.00

$3,000.00

$3,250.00

$3,500.00$3,750.00

$4,000.00

$30.00 (pHOSTESS INCENTIVES)

$60.00

$90.00

$120.00$150.00

$180.00$210.00

$260.00

$293.00

$325.00$358.00

$420.00

$455.00

$490.00$525.00

$570.00

$30.00

$60.00

$90.00

$120.00$150.00

$180.00$210.00

$260.00

$293.00

$325.00$358.00

$420.00

$455.00

$490.00$525.00

$570.00

$60.00 (pHOSTESS INCENTIVES)

$120.00

$180.00

$240.00$300.00

$360.00$420.00

$520.00

$586.00

$650.00$716.00

$840.00

$910.00

$980.00$1,050.00

$1,140.00

BONUSSHELL

Incentive Chart

BONUSSHELL

*Party Sales must be $300.00 before taxes and shipping to be eligible | Hostess Rewards (has no cash value) can be used towards the purchase of Miche products in the Home Par-ty Rep System and must be cashed in when the party closes. | Any Reward dollars left over cannot be carried over. | **Additional Bonus Shell offered at $2000 & $4000 levels. | One Hostess Gift and Pow-er Promo Shell per Hostess per Party| Hostess Power Promo Shell is on top of the Hostess Incentives and does not apply to the party total | Hostess Power Promo Shell must be added to the party before the party closes. It can not be added after the fact. | Booking Incentive - If any guests from your party, have a party of their own you will receive one free booking incentive per guest for first party held only. | Offer available ex-clusively through Miche Canada’s Independent Home Party Reps | Shell selection is chosen by Miche Canada and subject to change | The Miche Canada Reward program is continually evolving and is subject to change |

Hostess Rewards July 4th, 2017 to October 2nd, 2017

Host a Miche Party! Invite your girlfriends,

family, neighbours and co-workers.

You and your guests will have fun and you can earn

FREE MICHE FASHION!

PARTY SIZE HOSTESS REWARDS

$300.00 $30.00

$500.00 $60.00

$750.00 $90.00

$1,000.00 $120.00

$1,250.00 $150.00

$1,500.00 $180.00

$1,750.00 $210.00

$2,000.00** $260.00

Hostess Gift* Our Gift to you for having a Miche Party!

Power Promo* 50% off one of these selected Miche items!

Metro ClutchMB9718

Doctor BagMB9148

Closet Organizer (Demi/Prima)

MB9017

Booking Incentive

Having Fun? Tell your guests and earn when they party!

Leopard Key ChainMB6238

Jewellery Organizer MB6203

Purse OrganizerMB9016

Mariah Hip BagMB9133

LIMITED QUANTITY

SAMPLE

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Classic Starter Kit$100.00

Petite Starter Kit$75.00

Starter Kit Pricing Purchase from a Rep and save!

Prima Starter Kit$120.00

Demi Starter Kit$120.00

Includes: Includes:

• 1 Black Classic Base Bag (handles included) • 1 Black Petite Base Bag (short strap included) • 2 Classic Shells • 2 Petite Shells • 1 Petite Celine Shell • 1 Petite Long Strap

Includes: Includes:

• 1 Black Prima Base Bag (handles included) • 1 Black Demi Base Bag (handles included) • 2 Prima Shells • 2 Demi Shells

Home Party Rep Pricing VS Michebag.ca Pricing SavingsClassic Starter Kit $100.00 Classic Starter Kit $140.00 $40.00Prima Starter Kit $120.00 Prima Starter Kit $180.00 $60.00Demi Starter Kit $120.00 Demi Starter Kit $180.00 $60.00 Petite Starter Kit $75.00 Petite Starter Kit $130.00 $55.00

Kit Pricing is exclusively available through Miche Representatives. Web order pricing varies with Shell selection

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Do’s & Don’ts Do: Advertise in the classifieds Advertise your Home Parties online in classified ad websites like www.craigslist.ca and www.buyandsell.ca. Please refrain from including prices.

Join us on Online!Follow our many social platforms and join our mailing list! Get the latest detailsand releases and share them directly with all your customers. Have them enter our contests and get more involved with Miche! Facebook: https://www.facebook.com/MicheCanadaTwitter: https://twitter.com/michecanadaInstagram: https://instagram.com/michecanadaPinterest: https://www.pinterest.com/michecanada/Mailing List: http://www.michebag.ca/mailinglist“The Miche Pulse” newsletter: http://repsnew.homepartyrep.com/*Private Facebook Rep Group: https://www.facebook.com/groups/MicheBagCanada/

*Contact your Account Manager for steps on how to be added to the Rep Group

Get social Create a Facebook Fan Page for your Miche business! When creating any Miche-related Social Media External Website (e.g. a “Fan Page” on Facebook, a Pinterest, Twitter, Flickr or Tumblr account for Miche related posts or “pins”) you may use the following structure when naming such Miche-related Social Media External Websites:

“[Insert your name here] Independent Miche Representative.” See Policies & Procedures for details.

Participate in special events (please contact your account manager prior to event)

Craft shows, fashion shows, church events, school events, office parties, home based business shows, Christmas shows, networking events, Fall festivals, retail outlets (invite only, not open to the public, outside of business hours.), trade shows (see Policies & Procedures for details).

Special Event DisclaimerAs an independent business person you are responsible for your own vendors permit if you are selling your personal prod-uct. We do not wholesale stock for resell opportunities. At Miche we are offering the opportunity to do these shows for the promotion of your Home Party business exclusively. Our HST number is 105444863. This will be added to the electronic version of our invoice on our Resource site and will be included on future printings of the invoices.

An Independent Vendor’s permit or Direct Seller’s license may be required in your jurisdiction. Please check with local authorities before booking shows. Miche Canada nor Unidem Sales Inc. accepts no liability nor responsibility for your independent businesses.

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Don’t: Don’t have a personal Miche websiteAside from your www.homepartyrep.com website, personal websites advertising the Miche brand and your services are prohibited (Unidem Sales Inc. has exclusive rights to the Miche brand and it is illegal to use it on personal sites).

Don’t sell Miche products via websites or non-approved outletsSelling Miche brand products on any websites or in non-approved outlets (Unidem Sales Inc. has exclusive rights to the Miche brand and distribution).

Don’t participate in the following public venuesRepresentatives cannot participate in any of the following: mall events, swap meets, farmers markets, garage sales, flea markets, car/auto shows, window displays, shows that exceed $ 500.00 in exhibit rent without written consent from Mi-che Canada.

Don’t add corporate email to your personal mailing listWhen contacting Miche Canada, please remember not to add our e-mails to your personal mailing list. Although we do enjoy a good joke every once in a while, our e-mails are strictly for customer service and work related items. We would kindly ask that if any of our Representatives are participating in any of the non-acceptable actions to please stop immediately. Miche Representatives that continue to participate in unauthorized events will be asked to leave the Home Party Program. It is very important to Unidem Sales Inc. that we protect the Miche brand and all of our represen-tatives. Corporate events such asTrade shows are considered living commercials, which are designed to generate brand awareness, and through these events we often collect leads that we pass down to Representatives. If you have any ques-tions please feel free to send an email to info@michebag.ca. You are what makes our team great, thank you and keep up the good work! The above rules have been put in place to protect the interests of our Representatives, our consumers and fans, Miche Canada and its products. Please keep in mind that if you do not abide by the following rules, with due warning you will be banned from all official Miche Canada public forums.

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Independent Representative Application Agreement

SIGNATURE:

I acknowledge that I have read, understand and agree to the terms and conditions set forth in this Unidem Sales Inc. Independent Representative Application and Agreement (“Agreement”). I will conduct my business in accordance with this Agreement, the Unidem Sales Inc. Policies and Procedures and Compensation Plan documents, which I acknowledge as having read and understood, and other materials provided to me by Unidem Sales Inc. as they may be amended from time to time. I understand and acknowledge that no person has been authorized to give any information or make any representation not contained herein or in any Unidem Sales Inc. literature and, if given or made, such information or representation must not be relied upon as having been authorized by Unidem Sales Inc. I hereby cer-tify that the information furnished with this Agreement is true and correct and that Unidem Sales Inc is authorized to independently confirm and verify such informa-tion. I understand that this agreement is subject to such verification and acceptance by Unidem Sales Inc. at its sole discretion.

Applicant’s Signature

Applicant Name (print)

Date

Authorized acceptance on behalf of

DIRECT DEPOSIT:

All commission and bonuses are paid through direct deposit into your personal account that has already been provided. New Representatives, please complete the Direct Bank Deposit Information below in order to properly set up your deposits (and attach a voided cheque if completed manually).

I hereby authorize Unidem Sales Inc. to initiate credit entries (deposits) to my chequing account indicated below in the attached voided cheque at the depositor named on said cheque, hereinafter called DEPOSITORY, to credit commission and same to such account.

The authorization is to remain in full force and effective until Unidem Sales Inc. written notification from me of its termination in such time and in such manner as to afford Unidem Sales Inc. and DEPOSITORY a reasonable opportunity to act on it. If I change banks or account numbers, this authorization becomes void and I must sign a new authorization available online in the Representatives section of the Unidem Sales Inc. website.

Unidem Sales Inc. shall have no liability to me for any losses or damages suffered by me as a result of use of Unidem Sales Inc. direct deposits as specified.

Authorized Account Holder’s Signature

Account Holder’s name (Print)

Date

Payment Authorization: I am the authorized user of the provided Credit Card and hereby authorize to withdraw payment from the above Credit Card for the cost of my Sales Kit, for my per transaction Fee and to withdraw payment from my credit card as required for my Unidem Sales Inc. product and sales materials orders.

Bank Number Transit Number Account Number

Address of Bank

DIRECT DEPOSIT BANK PAYMENT INFORMATION:

Name of Account Holder (Must be same as Applicant)

Name of Bank

ATTACH VOID CHEQUE IF AVAILABLE

Applicant Initial:

INDEPENDENT REPRESENTATIVE APPLICATION AGREEMENT

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INDEPENDENT REPRESENTATIVE APPLICATION AGREEMENT1. I understand that as an Independent Miche Representative (“IMR”) for Miche Canada operating as Unidem Sales Inc., an inde-pendent company distinct and separately from Miche LLC, (“Miche” , “Company”, “we” or “our”):a. I have the right to offer for sale Miche products and services in accordance with this Independent Miche Representative Agree-ment (the “IMR Agreement”).b. I have the right to enroll others as Miche Independent Representatives.c. If qualified, I have the right to earn commissions pursuant to the Miche Compensation Plan.

2. I agree to present the Miche Compensation Plan and Miche products as set forth in official Miche literature.

3. I agree that as a Miche IMR I am an independent contractor, and not an employee, partner, legal representative, or franchisee of Miche. I agree that I will be solely responsible for paying all expenses that I incur, including but not limited to travel, food, lodg-ing, secretarial, office, long distance telephone and other business expenses. I UNDERSTAND THAT I SHALL NOT BE TREATED AS AN EMPLOYEE OF MICHE FOR FEDERAL OR PROVINCIAL TAX PURPOSES OR FOR ANY OTHER REASON. Miche is not responsible for withholding, and shall not withhold or deduct from my bonuses and commissions, if any, CPP, or taxes of any kind. I under-stand that I am not entitled to workers compensation or unemployment security benefits of any kind from Miche.

4. As an independent contractor, I understand that I have no authority to bind Miche to any agreement or contract, and I shall not hold myself out as having actual or apparent authority to bind Miche.

5. I have carefully read and agree to comply with the Miche Policies and Procedures, the Miche Compensation Plan, and the HPR Personal Website and Business Center Terms of Use, which are incorporated into and made a part of this IMR Agreement (these documents shall be collectively referred to as the “Agreement”). I understand that the Agreement may be amended at the sole dis-cretion of Miche, and I agree to abide by all such amendments. Notification of amendments shall be posted on Miche’s login site, and/or sent via email. Amendments shall become effective 30 days after publication, but amended policies shall not apply retroac-tively to conduct that occurred prior to the effective date of the amendment. The continuation of my Miche business or my accep-tance of bonuses or commissions after the effective date of the amendments shall constitute my acceptance of any and all amend-ments.

6. Your Miche business shall remain in effect so long as you remain in compliance with the terms of the Agreement and meet the requirements of the Miche Compensation Plan and pay your annual renewal fee, or until you voluntarily cancel your Miche Agree-ment. 7. In the event of cancellation or termination, I waive all rights I have, including but not limited to property rights, to my former downline organization and to any bonuses, commissions or other remuneration derived through the sales and other activities of my former downline organization. Miche reserves the right to terminate all IMR Agreements upon 30 days notice if the Compa-ny elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products and/or ser-vices via direct selling channels. IMR may cancel this Agreement at any time, and for any reason, upon written notice to Miche at its principal business address.

8. I may not assign any rights under the Agreement without the prior written consent of Miche. Any attempt to transfer or assign the Agreement without the express written consent of Miche renders the Agreement voidable at the option of Miche and may re-sult in termination of my business.

9. I understand that I must be in good standing, and not in violation of the Agreement, to be eligible for bonuses or commissions from Miche. I further agree that if I fail to comply with the terms of the Agreement, Miche may, at its discretion, impose upon me disciplinary sanctions as set forth in the Policies and Procedures, which may include the involuntary termination of my Miche inde-pendent business.

10. The Parties and their respective parent and/or affiliated companies, directors, officers, shareholders, employees, assigns, and agents (collectively referred to as “affiliates”), shall not be liable for, and the Parties release one another from, all claims for inciden-tal, consequential and exemplary damages for any claim or cause of action relating to the Agreement. 11. I agree to release Miche and its affiliates from all liability arising from or relating to the promotion or operation of my Miche business and any activities related to it (including, but not limited to, the presentation of Miche products or Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.), and agree to indemnify Miche for any liability, dam-ages, fines, penalties, or other awards arising from any unauthorized conduct that I undertake in operating my business.

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12. The Agreement, in its current form and as amended by Miche at its discretion, constitutes the entire contract between Miche and myself. Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or ef-fect. In the event of a conflict between a provision of this IMR Agreement and the Policies and Procedures and/or Compensation Plan, the provisions of the Policies and Procedures and/or Compensation Plan shall control and be considered to supersede any conflicting provisions herein. 13. Any waiver by either Party of any breach of the Agreement must be in writing and signed by the Party waiving the breach. With re-spect to Miche, only officers of the Company are authorized to waive any policy. Waiver by one who is not an officer of the Company shall not be binding on Miche. Waiver by either Party of any breach of the Agreement shall not operate or be construed as a waiver of any subsequent breach.

14. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be stricken and reformed only to the extent necessary to make it enforceable, and the balance of the Agreement will remain in full force and effect.

15. If the IMR applicant is a business entity of any type (trust, partnership, limited liability company, corporation, etc.), all members, managers, shareholders, trustees, partners, or others with any ownership interest in the business entity (collectively “Owners”) shall be jointly and severally liable for all contracts entered into with Miche. Each Owner is individually bound to and must comply with and agree to the terms and conditions of the Agreement. Violation of the Agreement by any Owner or employee of the business entity shall be jointly and severally imputed to the business entity and all Owners of the business entity. Each Owner certifies that neither he/she, nor any household family member, has any ownership, financial, or equitable interest in, or managerial responsibility for, any other Miche business, and has not had any such interest or responsibility for at least six calendar months prior to submitting this Appli-cation and Agreement. Any breach of the Agreement by any Owner or employee of the business entity shall be grounds for disciplin-ary action jointly and severally against the business entity and/or each individual Owner.

16. Except as otherwise provided in the Agreement, any controversy or claim arising out of or relating to the Agreement, or the breach thereof, including claims at law or equity, contract-based, tort-based, and/or otherwise, shall be settled through confiden-tial arbitration. The Parties waive rights to trial by jury or to any court except as expressly provided herein. The arbitration shall be filed with, and administered by, the Canadian Arbitration Association in accordance with the CAA’s Commercial Arbitration Rules and Mediation Procedures, which are available on the CAA’s website at www.canadianarbitrationassociation.ca. Copies of the CAA’s Commercial Arbitration Rules and Mediation Procedures will also be emailed to IMRs upon request to Miche’s Customer Service Department. Notwithstanding the rules of the CAA, unless otherwise stipulated by the Parties, the following shall apply to all Arbitration actions:

• The Federal Rules of Evidence and Federal Rules of Civil Procedure shall apply in all cases; • The arbitration hearing shall commence no later than 365 days from the date on which the arbitrator is appointed, and shall last no more than five (5) business days;• The Parties shall be allotted equal time to present their respective cases;• The arbitration shall be brought on an individual basis by each IMR and not as part of a class or consolidated action. If the Com-pany initiates arbitration, it may join multiple IMRs or other parties in such proceeding.

All arbitration proceedings shall be held solely and exclusively in Oshawa, Ontario. There shall be one arbitrator selected from the panel that the CAA provides. If the Parties cannot agree on a mutually agreeable arbitrator within ten (10) business days of the date the panel list is provided to them, the Parties shall rank the panel arbitrators, beginning with 1 for most preferable, within five (5) business days thereafter and exchange rankings with the other Party. The arbitrator receiving the lowest collective rank shall be appointed as the arbitrator. In the event of a tie, the tying arbitrator selected by the Company shall be appointed. Each Party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. The deci-sion of the arbitrator shall be final and binding on the Parties and may, if necessary, be reduced to a judgment in any court having jurisdiction to enter such judgment. This agreement to arbitrate shall survive the cancellation or termination of the Agreement.

Unless otherwise stipulated by all parties thereto, the Parties and the arbitrator shall maintain the confidentiality of the arbitra-tion proceedings and shall not disclose to third parties:• The substance of, or basis for, the controversy, dispute, or claim;• The substance or content of any settlement offer or settlement discussions or offers associated with the dispute;• The pleadings, or the content of any pleadings, or exhibits thereto, filed in any arbitration proceeding;• The content of any testimony or other evidence presented at an arbitration hearing or obtained through discovery in arbitration; • The terms or amount of any arbitration award;• The rulings of the arbitrator on the procedural and/or substantive issues involved in the case.

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Notwithstanding the foregoing, nothing in the Agreement shall prevent the Company from applying to and obtaining from any court having jurisdiction a writ of attachment, temporary restraining order, preliminary or permanent injunction, or other equi-table relief available to safeguard and protect the Company’s interests and rights prior to, during, or following the filing of any ar-bitration proceeding. This arbitration provision and all obligations set forth herein shall not apply to claims asserted by the Company against any indi-vidual or entity, including IMRs, for violation of the Policies and Procedures Section (Conflicts of Interest), including but not limited to Sections (Nons olicitation) and (Confidential Information). All such claims shall be brought and adjudicated in the federal or provincial courts residing in Oshawa, Ontario, Canada to the exclusion of all other venues and fora. The Parties consent to manda-tory and exclusive jurisdiction and venue before such courts for all non-arbitrable claims between them. This Section 16 and the following Section 17 of the IMR Agreement shall inure to the benefit of the Company and all of its par-ents, subsidiaries, affiliates, officers, directors, members, managers, agents, employees, attorneys, successors, and assigns, any of whom shall be entitled to invoke or seek enforcement of those Sections, and shall cover all claims asserted against any of them that arise out of or relate to the Agreement.

17. Mandatory and exclusive jurisdiction and venue of any claim, dispute, matter, controversy, or action involving the Company and IMR that is not subject to arbitration shall be in the federal and provincial courts residing in Oshawa, Ontario, Canada, to the exclusion of all other venues and fora. IMRs hereby waive any objection in such actions based on venue or forum non conveniens. The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the province of Ontario shall govern all other matters relating to or arising from the Agreement or the breach thereof, including claims at law or equity, contract-based, tort-based, and otherwise, and including substantive claims or defenses asserted within any arbitration proceeding, without regard to principles of conflicts of laws.

18. Quebec, P.E.I, New Brunswick Residents: Notwithstanding the foregoing, have laws particular to their own provincial jurisdiction as outlined on the sales invoice.

19. A participant in this Home Party plan has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writ-ing to the company at its principal business address, 8-1288 Ritson Rd. N, Suite 240, Oshawa, Ontario, L1G8B2, or by calling the Miche offices.

20. If either party wishes to bring an action against the other for any act or omission relating to or arising from the Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action, or the shortest time permissible under applicable law, whichever is longer. Failure to bring such action within such time shall bar all claims against the oth-er Party for such act or omission. The Parties waive all claims that any other statute of limitations applies.

21. I authorize Miche to use my name, photograph, personal story, testimonial, likeness, and/or any other material that I submit to Mi-che in its advertising or promotional materials and waive all claims for remuneration for such use.

22. Miche reserves the right to sell its products through other distribution channels at its sole discretion.

23. This Section 22 of this IMR Agreement shall only apply to IMRs who are business entities. All members, managers, shareholders, trustees, partners, or others with any ownership interest in the business entity (collectively “Owners”) shall be jointly and severally li-able for all contracts entered into with Miche. Each Owner is individually bound to and must comply with and agree to the terms and conditions of the Miche Independent Representative Application and Agreement and all documents incorporated by reference into the Independent Representative Application and Agreement (collectively the “Agreement”). Violation of the Agreement by any Owner or employee of the Business Entity shall be jointly and severally imputed to the Entity and all Owners of the Entity. Failure to list all Own-ers of the business entity, and/or update the Owners of the business entity as ownership changes occur, shall be grounds for disciplin-ary sanctions as described in the Policies and Procedures. Each Owner certifies that neither he/she, nor any household family mem-ber, has any ownership, financial, or equitable interest in, or managerial responsibility for, any other Miche business, and has not had any such interest or responsibility for at least six calendar months prior to submitting this Application and Agreement. 24. This Section 23 of this IMR Agreement shall only apply to IMRs who are business entities. Any false information submitted on this Agreement, and/or any breach of this Agreement by any Owner or employee of the business entity, shall be grounds for disciplinary action jointly and severally against the business entity and/or each individual Owner.

25. I certify that I have reached 18 years of age.

Page 16

INDEPENDENT REPRESENTATIVE APPLICATION AGREEMENT

CREDIT CARD PAYMENT INFORMATION:

I understand that a yearly fee of $25.00 (plus applicable taxes) will be charged to me to help cover costs for providing a Representative Personal Website and back office, the online ordering system, genealogy and sales information reporting for my business (First year fees may be waived, please contact info@michebag.ca for further information) and that an additional $1.00 fee will be charged on each completed party order/single order submission.

REPRESENTATIVE INFORMATION: All sections must be answered for Unidem Sales Inc. to process this Application and Agreement. Please complete legibly and make a copy for your records.

First name: ___________________________________ Last name: __________________________________ Middle name: ______________________________ Shipping address: _________________________________________________ Mailing address: ____________________________________________________ City: ____________________________________________________________ City: ______________________________________________________________ Province: _______________________ Postal Code: ______________________ Province: _______________________ Postal Code: ________________________ Phone (main):_____________________________________________________ Phone (other): ______________________________________________________ E-mail: __________________________________________________________ Fax: ______________________________________________________________

Page 17

Sales Kit

The Miche Sales Kit allows you to sell all Miche products available on your presonal website. The Miche Sales Kit must be purchased to become an Independent Miche Representative. Please note: • Photo for visualization only, see details on “Registration Form” on page 19. • $25.00 shipping & handling fee applies• Kit configuration is subject to change• Shell choices do not include interior Base Bags

Miche SALES Kit

Administrative Kit• Detailed Miche Rep Handbook • Personal Home Party Rep website • Access to all business development resources

RepRepHomePartywww.homepartyrep.com

Become a Rep for only $299.99!

Sales Kit

• Miche Step-By-Step guide • Brochures and advertising material• Miche Binder with Invoices

• 5 Base Bags for all 4 Miche lines (Classic, Demi, Petite & Prima) • 5 sets of handles and 2 straps

• 17 of our best-selling Miche Shells• 9 Promotional advertising accessories (Flair pins and magnetic Miche pins)

+

Page 18

3 “Ask Me” Pins

Classic Base Bags

Demi Base Bag

Classic

$1,000+ VALUE! Make it yours for only $299.99!

Demi

Rope Handles (Black)Leaflets

Extras

Purse Organizer

Petite Base Bag Prima Base Bag

Petite Prima

Business Cards Miche Pins (4 Pack) Invoices

Maria*+ Rhonda* Jasmine

Alberta Hope (Red) Jay

Madison* Verve

Pamela Bianca Colton

Celine Petite Long Handle Judy Parker Jocelynne Harmony Hope (Black & White)

Binder

Website & Resources

Orders BoardHostess Checklists

SAMPLE*

*For the latest Sales Kit Selection please contact info@michebag.ca or call 1.866.228.6173

Page 19

Credit Card Information

Visa Number:__________________________________________________________________________________________________________

MasterCard Expiry Date: ________________________________________________________________ CVR: ________________________________AMEX VisaDebit *Amount of $299.99 + shipping & taxes = _______________________ will be charged to your credit card.

Signature:__________________________________________________________________ Date: _________________________________

Please send via fax to 1-877-977-9097 or e-mail to both info@michebag.ca & unidem@durham.net with “Miche Representative Kit” in subject line. *Price does not include tax and $25.00 shipping/handling fee. All Sales Kit purchases are final. Miche Sales Kit must be purchased upon entry to Program.

The person who has referred you will receive a bonus when you become an Active Representative. You will become part of their team!

RepRepHomePartywww.homepartyrep.com CANADA

Registration Form

A division of Unidem Sales Inc. First name: _______________________________________________________ Last name: __________________________________________________________ Shipping address: _________________________________________________ Mailing address: _____________________________________________________ City: _____________________________________________________________ City: ________________________________________________________________ Province: _______________________ Postal Code: ______________________ Province: _______________________ Postal Code: ________________________ Phone (main):_____________________________________________________ Phone (other): ______________________________________________________ E-mail: ________________________________________________________________________________________________________________________________

Miche SALES Kit$299.99*

2 Classic Base Bags 6 Classic Shells

New Reps Only!

Accessories: Purse OrganizerBlack Rope Handles “Ask Me” Pins (3) Miche Flair Pins (4 pack)

Who referred you to the Miche Home Party Program?

Administrative Kit: Detailed Miche Rep HandbookMiche Step-By-Step guidePersonal Home Party Rep websiteAccess to all business development resourcesInvoicesBusiness Cards Miche Product LeafletsBinder/PenOrder BoardHostess Checklists

1 Petite Base Bag 2 Petite Shells1 Petite Long Handle

1 Demi Base Bag 5 Demi Shells

1 Prima Base Bag 4 Prima Shells

SAMPLE*