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Patient Drop-ship. You may choose to give your four digit HCP number to your patients so they can order at retail prices .
Training.Be sure to view the videos, listen to the Audios, and read the FAQ's as these will answer your questions.



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	Independent distributor Agreement This Independent Distributor Agreement (this “Agreement”) is effective as of the date upon which the individual or entity (“Professional”) agreeing hereto electronically clicks through and accepts the terms hereof and sets forth the terms and conditions upon which Drucker Labs, LP, a Texas limited partnership (“Drucker Labs”), will provide certain of its proprietary health and nutritional products (collectively, the “Products”) to Professional. This Agreement shall become the legally binding obligation of each party hereto when Professional electronically clicks through and accepts the terms hereof and Drucker Labs separately indicates acceptance of these terms by written confirmation of the same to Professional. 1. Purpose. The purpose of this Agreement is to ensure patients of Professional receive a consistent and high quality service, and to assure the integrity of Drucker Labs’ sales channel. It is expected Professional will be a reseller of the Products to its patients as an independent distributor. 2. Requirements of Professional. Professional represents that it is: (a) a qualified health care professional registered with appropriate government agencies and all of its licenses are current and in good standing; and (b) licensed by its state of residence and/or practice location and practices in one of the following professions: medical doctor (MD); doctor of chiropractic (DC); naturopathic doctor (ND); naturopathic medical doctor (NMD); doctor of osteopathic medicine (DO); PhD in related discipline; registered nurse (RN); licensed practical nurse (LPN); registered dietitian (RD); veterinary doctor (DVM); or such other certifications as may be acceptable to Drucker Labs in its sole discretion and approval. Professional understands and agrees that Drucker Labs will verify the foregoing requirements and failure to meet the same, unless otherwise waived by Drucker Labs, will invalidate Professional’s ability to qualify as an independent distributor of the Products. 3. Payment. Professional shall purchase the Products in accordance with the payment policies indicated by Drucker Labs, which may be modified by Drucker Labs in its sole discretion from time to time, with or without prior notice. Professional shall be responsible for the payment of all applicable taxes and shipping incurred in connection with the delivery of the Products (except excluding taxes imposed on the income of Drucker Labs). Drucker Labs shall bill Professional for all fees, expenses and applicable taxes in accordance with those terms as are agreed to between the parties, which such terms may be modified by Drucker Labs in its sole discretion from time to time, with or without prior notice. Any overdue payments shall carry interest at the rate of 1.5% per month, or such lesser amount as may be required by law. Drucker Labs shall be entitled to recover all attorneys’ fees, collection costs and any other expenses incurred in connection with the collection of any overdue amounts. 4. Sales Channel Restrictions. Professional may purchase the Products solely for distribution on a person-to-person, storefront and retail basis. No other sales channels will be permitted of Professional. Professional is expressly prohibited from (a) selling the Products, directly or indirectly, through online- or Internet-based sales channels or (b) selling the Products to any individual or entity that Professional has a reasonable basis for believing will resell the Products to other persons. To the extent Professional desires to avail itself of these alternate resale channels, Professional shall be required to execute a separate agreement with Drucker Labs, to the extent Drucker Labs agrees to permit the same. Notwithstanding the foregoing, Professional may utilize the trademarks and logos of Drucker Labs on its web sites and state that they are an authorized distributor of the Products, but only so long as Professional remains in compliance with all of the other terms and conditions of this Agreement. 5. Pricing; Supply. Professional agrees that the Products are purchased at wholesale prices from Drucker Labs and is both priced and sold for direct retail sale to the patients of their practice only. Any other use or promotion of the Products is expressly prohibited. Drucker Labs reserves the right to change the pricing and availability of the Products at any time and without prior notice. Drucker Labs reserves the right to terminate this Agreement if pricing is not consistent with its marketing objectives. Drucker Labs shall have the exclusive right to reallocate quantities among professionals in the event of any supply issues and Drucker Labs expressly does not guarantee the delivery date of any of the Products. 6. Discounting. Professional agrees not to discount product more than 15% from manufacturer suggested retail price (“MSRP”). Drucker Labs will provide the MSRP to Professional in writing following acceptance by Drucker Labs of this Agreement. Professional is expressly prohibited from providing any discounts in contravention of this Section and may not institute, directly or indirectly, any activity, campaign or other similar program that in any manner, actually or by suggestion (and regardless of advertising medium), indicates the sale or promotion of the Products at discounts less than those indicated in this Section. 7. Advertising; Marketing. The following conditions shall apply to all distribution activities of Professional: (a) Professional agrees to use only those marketing materials approved by Drucker Labs in advance and in writing while promoting and distributing the Products; (b) Professional may not use the name, trademarks or logos of Drucker Labs on Professional’s web site or in any other advertising medium without prior written authorization and permission of Drucker Labs; (c) all materials, whether printed, electronic, on film or produced by sound recording, of Drucker Labs are copyrighted and may not be reproduced except as authorized by Drucker Labs; (d) Professional will make no claims, written or verbal, of any of the Products’ benefits, including but not limited to those personally experienced, those listed on product labels or those in the literature of Drucker Labs; (e) Professional may not make claims that the Products are useful in the treatment, cure and/or prevention of any disease or illness (as this may violate U.S. FDA regulations); and (f) Professional may not be listed in any directory (printed, Internet or the like) under any of the name(s), trademarks (registered or not), copyrights (registered or not), patents and/or patents pending of Drucker Labs. 8. Trademarks. Drucker Labs hereby grants to Professional a limited, non-exclusive, royalty-free, non-transferable license (without the right to sublicense) to use and display the trademarks and logos of Drucker Labs, but only so long as such use is consistent with trademark policies of Drucker Labs, which policies may be modified by Drucker Labs in its sole discretion from time to time, with or without prior notice. Professional acknowledges and agrees that such trademarks and logos belong exclusively to Drucker Labs and any use of the same shall inure to the sole benefit of Drucker Labs. Nothing in this Agreement gives Professional or any third party title or permanent interest in the trademarks and/or logos of Drucker Labs. Professional will not use any marks or logos that are substantially similar to the trademarks or logos of Drucker Labs during or after the Term. Professional acknowledges and agrees that Drucker Labs may implement electronic procedures by which it may automatically permit the licensing and revoke the use of its marks and logos, and Professional hereby agrees to permit Drucker Labs access to Professional’s web sites in connection with the same. 9. Term; Termination; Survival. This Agreement will commence on the date hereof and shall terminate immediately upon delivery by either party of written notice of the same to the other party. Regardless of the timing or nature of termination, Professional shall be required to receive and pay for all pending orders of the Products and such orders and payment may not be terminated without the written consent of Drucker Labs. All terms of this Agreement shall survive the termination of this Agreement in perpetuity. 10. Repurchase Right. Upon termination of this Agreement by either party, Drucker Labs shall be granted the right to repurchase all Products from Professional at the same price upon which Professional originally purchased such Products from Drucker Labs. Drucker Labs shall notify Professional of the execution of such repurchase right in writing within 60 days following termination of this Agreement, and Professional shall be required to comply with such request and ship the related Products within 10 days following delivery of such written notice. Professional shall be responsible for payment of (a) shipping and all other reasonably related expenses associated with the return of the Products pursuant to this Section and (b) any original wholesale value amount associated with the returned Products that are damaged and not capable of resale. 11. Distributor Status; Non-exclusivity. Professional will provide the Products to its clients as an independent distributor only. Nothing contained in this Agreement shall create an employment, consultant, principal-agent relationship, joint venture or other manner of association between the parties hereto. Neither party shall have the right, power or authority to obligate or bind the other in any manner whatsoever. The distribution rights granted to Professional herein are expressly non-exclusive. 12. Technical Elements. In providing the Products, Drucker Labs may use certain data, modules, components, designs, utilities, subsets, objects, program listings, tools, models, methodologies, programs, systems, analysis frameworks, leading practices and specifications developed or used by Drucker Labs or its licensors, or to which Drucker Labs otherwise has rights, including enhancements and improvements developed in the course of providing the Products (collectively, “Technical Elements”). Professional shall have no rights in or to the Technical Elements. Drucker Labs retains all rights to use its knowledge, experience and know-how, including the Technical Elements, in providing the Products or other associated service to other of its professionals or customers. 13. Indemnification. Professional hereby agrees to indemnify, defend and hold harmless Drucker Labs from and against any and all claims, suits, fines, causes, actions, liabilities, damages, expenses, legal fees, and obligations of any kind arising out of or from, either directly or indirectly, the breach of this Agreement by Professional. 14. Limitation of Liability. (a) To the fullest extent permitted by applicable law or regulation, the aggregate liability of Drucker Labs and its affiliates to Professional or its affiliates, and their respective successors and permitted assigns, regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranty, failure of essential purpose or otherwise, in connection with providing the Products or otherwise under this Agreement, shall be limited to USD$100. (b) In no event will Drucker Labs and its affiliates be liable to Professional or its affiliates, and their respective successors or permitted assigns, for any consequential, incidental, indirect, punitive or special damages (including loss of profits, data, business or goodwill) in connection with providing the Products or otherwise under this Agreement, whether or not liability is based on breach of contract, tort, strict liability, breach of warranty, failure of essential purpose or otherwise, and even if Drucker Labs is advised of the likelihood of such damages. (c) Professional shall bring any claim relating to the Products or this Agreement within six months after the date on which Professional became aware, or ought reasonably to have become aware, of the facts giving rise to any alleged liability of Drucker Labs. Failure to do so shall result in the invalidity of such claim. 15. Miscellaneous. (a) This Agreement constitutes the entire agreement between the parties, and merges all prior and contemporaneous communications, with respect to the Products and the other matters contemplated by this Agreement. This Agreement may not be modified except in a writing signed by both parties. If any provision of this Agreement is held to be void, invalid or otherwise unenforceable, in whole or part, the other provisions shall remain in full force and effect. This Agreement may be executed in counterparts, any one of which need not contain the signature of more than one party, but all of which, together, shall comprise one and the same agreement. (b) Professional’s rights, obligations or claims under or with respect to this Agreement or the Products may not be assigned, in whole or in part, by it without the prior written consent of Drucker Labs. Any assignment in contravention of these terms shall be null and void ab initio. Drucker Labs may assign any of its rights or obligations under this Agreement to, and may perform delivery of the Products together with, any of its affiliates. The provisions of this Agreement shall operate for the benefit of, and may be enforced by, any assignee. (c) This Agreement shall be enforced, interpreted, governed by and construed in accordance with the laws of the State of Texas applicable to agreements made, and fully to be performed, therein by residents thereof. Exclusive jurisdiction for any and all claims resulting from this Agreement shall be in the state and federal courts located in Dallas County, Texas, and the parties hereby irrevocably consent to the personal jurisdiction of those courts located therein. (d) Drucker Labs may delegate or subcontract the delivery of the Products or any other obligations under this Agreement to any third party without any written consent from Professional. (e) All written notices referred to herein may be provided by mail, courier, overnight delivery or electronic communication to such addresses as are on file with either party at the time of delivery of the same. All written notices shall be effective upon receipt by the receiving party or upon three days following delivery of the same if the delivering party has a reasonable basis upon which to rely that the receiving party’s address is accurate and current, whichever is earlier. The parties hereto have executed this Agreement to be effective immediately upon submission of this form. Drucker Labs, LP by its general partner Drucker Technology, Inc.

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