Auto Dealership Agreement

AUTO DEALERSHIP AGREEMENT

This Auto Dealership Agreement (the "Agreement") is entered into as of Effective Date: by and between Manufacturer/Principal: , with principal place of business at , and Dealer: , with principal place of business at .

WHEREAS

WHEREAS, Manufacturer/Principal manufactures, supplies or distributes certain new motor vehicles, parts and related goods and desires to appoint Dealer to market, advertise and sell such vehicles and provide related services in the Territory described below under the terms set forth in this Agreement.

WHEREAS, Dealer represents that it is duly organized, licensed and experienced in the sale and servicing of motor vehicles and possesses the facilities, personnel and willingness to perform the scope of services set forth herein.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to appointment, compensation, inventory, marketing, compliance and termination of this business relationship.

1. APPOINTMENT; TERRITORY

Manufacturer hereby appoints Dealer, and Dealer accepts appointment, as a non-exclusive authorized dealer to market and sell Manufacturer's new motor vehicles and to provide authorized warranty and service repairs within the Territory: . Dealer shall perform in accordance with Manufacturer's published standards and the express requirements set forth in this Agreement.

2. SCOPE OF WORK

3. COMPENSATION AND PAYMENT TERMS

Dealer shall be compensated as follows. Base compensation amount per vehicle sold or delivered: . Any commissions, bonuses or allowances shall be calculated in accordance with the schedule set forth below.

4. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement without cause upon written notice delivered to the other party at least days prior to the intended termination date. Either party may terminate for material breach by the other party that remains uncured after thirty (30) days' written notice specifying the breach, or immediately for bankruptcy, insolvency, or conduct that would materially and adversely affect the other's reputation or operations.

5. CONFIDENTIALITY

Each party acknowledges that, in connection with this Agreement, it may receive Confidential Information of the other party, including pricing, customer lists, technical specifications and business plans ("Confidential Information"). Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to its employees, agents or professional advisors who have a need to know and are bound to confidentiality; and (c) use Confidential Information only for the performance of this Agreement. Confidentiality obligations shall survive termination for a period of years, except to the extent disclosure is required by law or relates to non-confidential information already known or independently developed by the receiving party.

6. REPRESENTATIONS; COMPLIANCE; INSURANCE

Each party represents and warrants that it has full corporate power and authority to enter into and perform this Agreement and that performance will not violate any agreement or law. Dealer shall maintain required licenses, comply with all federal, state and local laws governing the sale and servicing of motor vehicles and maintain insurance customary for dealerships, including general liability, garagekeepers and worker's compensation insurance, naming Manufacturer as an additional insured where reasonably requested.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against claims, losses, liabilities and expenses arising out of the indemnifying party's breach, willful misconduct or negligence. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

8. ASSIGNMENT

Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, except that Manufacturer may assign to an affiliate or in connection with a merger or sale of substantially all of its assets without Dealer's consent, provided that the assignee assumes Manufacturer's obligations hereunder.

9. NOTICE

Notices given under this Agreement shall be in writing and shall be deemed delivered when personally delivered, when sent by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, to the addresses set forth above or to such other address as a party may designate in writing.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict-of-law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in such state for the resolution of disputes arising under this Agreement.

11. ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both parties.

12. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that approximates the parties' original intent.

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