RV Affinity Agreement

RV AFFINITY AGREEMENT

THIS RV AFFINITY AGREEMENT (the Agreement) is entered into effective as of (Effective Date), by and between:

Company Name:   Company Address:

Affinity Partner Name:   Partner Address:

WHEREAS, Company is engaged in the business of selling, leasing, servicing and/or providing products and services related to recreational vehicles (RV Products and Services); and

WHEREAS, Affinity Partner maintains a membership or constituency to whom Company desires to offer designated affinity pricing, promotional programs, and cooperative marketing (Affinity Program); and

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

1. Scope of Work

Company shall provide the Affinity Program benefits and deliverables to members of Affinity Partner as described below. The parties may attach a schedule of promotional materials, approved offers, and operational procedures as an exhibit to this Agreement.

2. Payment Terms

As consideration for services and the administration of the Affinity Program, Affinity Partner shall receive compensation in accordance with this Section. Unless otherwise agreed in writing, all payments are non-refundable.

Late payments shall accrue interest at the lesser of or the maximum rate permitted by law, plus any reasonable collection costs and attorneys' fees incurred by the non-defaulting party.

3. Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement without cause by providing written notice at least days prior to termination. Either party may terminate immediately upon material breach by the other party that remains uncured for a period of thirty (30) days after written notice of such breach; provided, however, that payment obligations accrued prior to termination shall survive.

4. Confidentiality

For purposes of this Agreement, Confidential Information means all non-public business, technical, financial and member information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential. Receiving Party shall: (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or contractors who need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall continue for a period of three (3) years following the termination or expiration of this Agreement, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law. Confidential Information does not include information that: (i) is or becomes publicly known without breach; (ii) is known to Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Receiving Party without use of Confidential Information.

5. Compliance; Representations

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations. Each party shall perform its duties in compliance with all applicable laws, regulations, and industry standards. Company represents that all offers and benefits made available to Affinity Partner's members shall be offered in good faith and in accordance with all applicable consumer protection and advertising laws.

6. Indemnification

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any third-party claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Indemnitor's breach of this Agreement, negligence, willful misconduct, or violation of law. Indemnitor's obligations under this Section are conditioned upon Indemnitee: (a) giving prompt written notice of a claim; (b) allowing Indemnitor to control the defense and settlement of the claim; and (c) cooperating reasonably in the defense.

7. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at their addresses below by certified mail, nationally recognized overnight courier, or personal delivery, and shall be deemed given upon receipt.

8. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties. The parties submit to exclusive jurisdiction for any dispute arising out of this Agreement in the courts located within , unless otherwise agreed in writing.

9. Entire Agreement; Amendments

This Agreement, including any exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

10. Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Company may assign to an affiliate or in connection with a merger or sale of substantially all assets. Headings are for convenience only and do not affect interpretation.

Acknowledgment

Each party represents and warrants that the person signing this Agreement on its behalf is duly authorized to execute and deliver this Agreement and to bind such party to its terms.

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