Sales Dealer Setup Agreement

SALES DEALER SETUP AGREEMENT

Parties and Effective Date

This Sales Dealer Setup Agreement ("Agreement") is entered into as of Effective Date: by and between Seller Name: , with principal place of business at ("Seller"), and Dealer Name: , with principal place of business at ("Dealer").

Recitals

WHEREAS, Seller manufactures or supplies the products identified in this Agreement and desires to engage Dealer to promote, market and resell such products subject to the terms below; and WHEREAS, Dealer represents that it has the capacity, contacts and facilities necessary to market and sell the products within the defined territory.

Dealer Identification and Billing

Individual    Corporation    LLC    Partnership

Appointment, Territory and Exclusivity

Seller appoints Dealer as a non-exclusive/ exclusive (select one) distributor for the territory described below. Dealer accepts appointment subject to Seller's termination rights.

Products and Pricing

The initial list of products and standard dealer pricing is set forth in the table below. Seller may update product offerings or pricing upon prior written notice in accordance with this Agreement.

Orders, Payment and Credit

Orders are subject to Seller acceptance. Payment is due within days from invoice date unless otherwise agreed in writing. Accepted payment methods:

ACH/Bank Transfer    Wire Transfer    Credit Card    Check

Late payments accrue interest at per month, or the maximum permitted by law, together with any costs of collection.

Delivery, Title and Risk of Loss

Unless otherwise agreed in writing, shipments are FOB Seller's shipping point. Title and risk of loss pass to Dealer upon delivery to the carrier. Standard shipping method:

Expected lead time:

Minimum Purchase and Targets

Dealer agrees to use commercially reasonable efforts to meet the following minimum purchase requirements: Minimum Purchase Volume: per .

Warranty and Returns

Seller warrants that the products will conform to Seller's specifications for a period of months from shipment. Warranty covers defects in materials and workmanship under normal use and does not cover damage from misuse, alteration, or improper installation.

Intellectual Property, Marketing and Trademarks

Seller retains all intellectual property rights in product designs, trademarks and marketing materials. Dealer may use Seller trademarks solely in connection with promotion and sale of the products as authorized in writing by Seller. Dealer shall not modify Seller marks or create confusingly similar marks.

Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with this Agreement and to use such information only for performance under this Agreement. Confidential information excludes information that is or becomes publicly available other than by breach of this Agreement.

Reporting, Audit and Records

Dealer shall provide sales reports to Seller on a basis, showing units sold, returns and inventory. Seller may audit Dealer's relevant books and records upon reasonable notice, during normal business hours, not more than once per year except for cause.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other from claims, losses or liabilities arising from the indemnifying party's breach, negligence or willful misconduct. Except for indemnification obligations and willful misconduct, neither party shall be liable for indirect, incidental, consequential or punitive damages. The aggregate liability of each party shall not exceed .

Term and Termination

This Agreement shall commence on the Effective Date and continue for an initial term of , and thereafter shall renew automatically for successive terms unless either party provides written notice of non-renewal at least days prior to the end of the then-current term. Either party may terminate for material breach if the breach is not cured within days after written notice.

Notices

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties agree that any dispute will be resolved by binding arbitration in that state unless otherwise agreed in writing.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations and agreements. No amendment is effective unless in writing and signed by authorized representatives of both parties. If any provision is held unenforceable, the remaining provisions remain in full force.

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