Dealer Information Sheet

DEALER INFORMATION SHEET AND BUSINESS AGREEMENT

This Dealer Information Sheet and Business Agreement (the Agreement) is entered into by and between Company Name: and Dealer Name: . Effective Date:

WHEREAS

WHEREAS, Company is engaged in the manufacture, distribution or licensing of the products and brands described below and desires to appoint Dealer as a non-exclusive or exclusive dealer in a defined territory pursuant to the terms of this Agreement; and

WHEREAS, Dealer operates a business engaged in the sale, distribution or promotion of such products and represents that Dealer has the capability, facilities and personnel necessary to perform the services described herein and to comply with Company policies, quality standards and applicable law; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding Dealer's appointment, the scope of permitted activities, payment terms, confidentiality, term and termination, and other material terms governing their relationship.

DEALER INFORMATION

SCOPE OF WORK

Dealer will market, promote and sell Company's products within the Territory and in accordance with Company's current price schedules, promotional policies and quality requirements. Dealer will maintain adequate inventory, trained personnel, and appropriate facilities to service customers and to fulfill warranty and after-sales obligations consistent with Company standards.

PAYMENT TERMS

Company shall pay Dealer pursuant to the compensation schedule set forth below. Dealer acknowledges that payments are contingent upon Dealer's compliance with this Agreement and Company invoicing.

Payments overdue beyond the agreed schedule shall accrue interest at the rate specified above and Company may withhold subsequent shipments or commissions until past due amounts are collected. If a minimum late fee is imposed, indicate amount:

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for more than days following written notice of such breach.

Upon termination, Dealer shall cease all use of Company's trademarks and return or destroy confidential materials and inventory as directed by Company. Termination shall not relieve either party of accrued payment obligations.

CONFIDENTIALITY

Dealer and Company each acknowledge that they may receive Confidential Information of the other. "Confidential Information" means non-public business, technical, financial, customer, pricing, and product information. Each party shall (i) protect Confidential Information with the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) use such information only for the performance of this Agreement; and (iii) not disclose it to third parties except to employees, agents or contractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein. Exceptions include information that is or becomes publicly known other than by breach, independently developed without use of Confidential Information, or required to be disclosed by law provided the disclosing party gives prompt notice where permitted and cooperates in any protective measures.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Venue for any litigation arising under this Agreement shall lie exclusively in the state or federal courts located in that state.

ENTIRE AGREEMENT

This Agreement, together with any schedules, appendices and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. No modification of this Agreement is binding unless in writing and signed by authorized representatives of both parties.

REPRESENTATIONS AND CERTIFICATION

Dealer certifies that all information provided in this Dealer Information Sheet is true, accurate and complete as of the Effective Date. Dealer agrees to promptly notify Company in writing of any material changes to the information provided herein. Dealer represents that it is authorized to enter into this Agreement and that its performance will comply with applicable law.

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