Vehicle Dealer Contract

VEHICLE DEALER CONTRACT

This Vehicle Dealer Contract ("Agreement") is entered into as of by and between the parties set forth below.

Parties

Recitals

WHEREAS, Dealer is duly authorized to sell, consign, or distribute motor vehicles and holds any licenses required by applicable law for such activities; and

WHEREAS, Purchaser desires to purchase or take delivery of the vehicle described in this Agreement subject to the terms and conditions set forth herein; and

WHEREAS, the parties agree to set forth in writing their respective rights and obligations with respect to the sale, transfer of title, payment, and any applicable warranties or disclosures.

Vehicle Details

Scope of Work

Dealer shall perform the services necessary to transfer the described vehicle to Purchaser and shall perform the obligations described below, including preparation of title transfer documents, providing required statutory disclosures, preparing the vehicle for delivery consistent with industry standards, and any additional services agreed in writing.

Payment Terms

The total purchase price for the vehicle is $ (the "Purchase Price"). Payment shall be made in accordance with the schedule below.

Late payments shall bear interest at on the outstanding balance, calculated monthly, from the due date until paid in full. In addition to interest, Purchaser shall be responsible for reasonable collection costs and attorneys' fees incurred by Dealer in enforcing payment.

Title, Delivery, and Risk of Loss

Title to the vehicle shall transfer to Purchaser upon payment in full of the Purchase Price and completion of required title transfer documentation. Risk of loss shall transfer to Purchaser upon physical delivery of the vehicle to Purchaser or Purchaser's agent, provided Purchaser has received the required documentation.

Representations and Warranties

Dealer represents and warrants that, to Dealer's knowledge, the vehicle has not been subject to a salvage title and that Dealer will deliver all required documentation necessary to transfer title. Purchaser represents that Purchaser has had the opportunity to inspect the vehicle and accepts it in its current condition except as otherwise set forth in writing.

Confidentiality

Each party shall maintain in confidence all non-public business information and documentation exchanged in connection with this Agreement, including pricing, financing terms, trade secrets, and purchaser lists ("Confidential Information"). Confidential Information shall not include information that is or becomes generally available to the public other than by breach of this Agreement. A party may disclose Confidential Information to its officers, employees, agents, or advisors who have a need to know provided such persons are bound by confidentiality obligations no less restrictive than those herein. The obligations in this Section survive termination of this Agreement for a period of three (3) years.

Term and Termination

This Agreement commences on and shall terminate on unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for a period of days after written notice. Upon termination, Purchaser shall pay Dealer for all services performed and costs incurred through the effective date of termination.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of that party's breach of this Agreement, negligent acts, willful misconduct, or representations made herein.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to principles of conflicts of law.

Entire Agreement and Amendments

This Agreement, together with any schedules or addenda 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, representations, and understandings of the parties. No amendment, modification, or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses listed above or to such other address as a party may designate in writing. Notices are effective upon personal delivery, confirmed electronic delivery to an authorized representative, or three (3) days after deposit with certified mail, return receipt requested.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree that monetary damages may be inadequate to address a breach of confidentiality and that injunctive relief may be appropriate in addition to other remedies.

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