1. Guiding Principles

1.1 MX (the Principal) is the initiator of a community network, composed of itself and its Individual community members, of which the Principal is the long-term guardian.

1.2 The obligations of MX (the Principal):

The Principal shall

• have operated a business concept with success, for a reasonable time before starting its community member network;
• be the owner, or have legal rights to the use, of its network's trade name, trade mark or other distinguishing identification;
• provide the Individual community member with initial training and continuing commercial and/or technical assistance during the entire life of the agreement.

1.3 The obligations of the Individual Community member:

The Individual Community member shall

• devote its best endeavours to the growth of the community member business and to the maintenance of the common identity and reputation of the community membership network;
• supply MX (the Principal) with verifiable operating data to facilitate the determination of performance at reasonable times;
• not disclose to third parties the know-how provided by MX (the Principal), neither during nor after termination of the agreement;

1.4 The ongoing obligations of both parties:

Parties shall exercise fairness in their dealings with each other. The Principal shall give written notice to its Individual Community member of any contractual breach and, where appropriate, grant reasonable time to remedy default;
Parties should resolve complaints, grievances and disputes with good faith and goodwill through fair and reasonable direct communication and negotiation;

2. Recruitment, Advertising and Disclosure

2.1 Advertising for the recruitment of Individual Community member shall be free of ambiguity and misleading statements

2.2 Any publicly available recruitment, advertising and publicity material containing direct or indirect references to future possible results, figure or earnings to be expected by Individual Community member, shall be objective

2.3 In order to allow prospective Individual Community member to enter into a binding document with full knowledge, they shall be given a copy of the present Code of Ethics as well as full and accurate written disclosure of all information material to the Community member relationship, within a reasonable time prior to the execution of these binding documents;

3. Selection of Individual Community members

A Principal should select and accept as Individual Community member only those who, upon reasonable investigation, appear to possess the basic skills, education and personal qualities and financial resources sufficient to carry on the Community member business.

4. The Community member Agreement

4.1 The Community member agreement should comply with the National law, European community law and this Code of Ethics.

4.2 The agreement shall reflect the interests of the members of the Community member network in protecting the Principal’s industrial and intellectual property rights and in maintaining the common identity and reputation of the Community member network. All agreements and all contractual arrangements in connection with the Community member relationship should be written in English, and signed agreements shall be given immediately to the Individual Community member.

4.3 The Community member agreement shall set forth without ambiguity, the respective obligations and responsibilities of the parties and all other material terms of the relationship.

4.4 The essential minimum terms of the agreement shall be the following:

• the rights granted to the Principal;
• the rights granted to the Individual Community member;
• the goods and/or services to be provided to the Individual Community member;
• the obligations of the Principal;
• the obligations of the Individual Community member;
• the terms of payment by the Individual Community member;
• the duration of the agreement which should be long enough to allow Individual Community member to amortize their initial investments specific to the Community member;
• the basis for any renewal of the agreement;
• the terms upon which the Individual Community member may sell or transfer the Community member business and the Principal’s possible pre-emption rights in this respect;
• provisions relevant to the use by the individual Community member of the Principal’s distinctive signs, trade name, trade mark, service mark, store sign, logo or other distinguishing identification;
• the Principal’s right to adapt the Community member system to new or changed methods;
• provisions for termination of the agreement;
• provisions for surrendering promptly upon termination of the community member agreement any tangible and intangible property belonging to the Principal or other owner thereof.