Dealer Solutions Agreement

DEALER SOLUTIONS AGREEMENT

This Dealer Solutions Agreement (Agreement) is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Provider develops and supplies dealer services, software, integrations and related technical and consulting services designed to support automotive dealers and other resale organizations; and

WHEREAS, Dealer desires to obtain certain dealer solutions from Provider and Provider is willing to provide such services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

SCOPE OF WORK

Provider shall deliver the services, deliverables and support described below. Provider will perform services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Dealer shall pay Provider the fees specified below in consideration for the services rendered. All fees are payable in United States Dollars unless otherwise agreed in writing.

Invoices are due within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Provider may suspend services for failure to pay after providing written notice and a day cure period.

Late fee/interest:    Taxes: Taxes are included in fees

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured after thirty (30) days' written notice, or sooner if injunctive relief is necessary.

Upon termination, Dealer shall pay Provider for all services performed and expenses incurred through the effective date of termination. Provider shall, upon Dealer's request and subject to payment of outstanding amounts, deliver completed deliverables and reasonable transition assistance.

CONFIDENTIALITY

"Confidential Information" means all non‑public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, dealer lists, pricing, source code, trade secrets, and customer data.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by obligations of confidentiality no less protective than this Agreement.

Confidentiality obligations shall continue for a period of following termination of this Agreement, except for trade secrets which shall remain protected for as long as such information qualifies as a trade secret under applicable law.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, OR VIOLATION OF INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY DEALER TO PROVIDER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to Provider's pre-existing software, tools, methodologies and intellectual property. Unless expressly agreed in writing, Provider grants Dealer a non-exclusive, non-transferable right to use deliverables for Dealer's internal business purposes. Any custom development commissioned by Dealer shall be addressed in writing with ownership and licensing terms specified.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below (or such other address as a party may designate by notice). Notices are effective upon receipt.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of or relating to this Agreement, subject to any agreed arbitration provisions.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or representations, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship.

Sign Now