Vehicle Dealer Licensing Agreement

VEHICLE DEALER LICENSING AGREEMENT

This Vehicle Dealer Licensing Agreement ("Agreement") is made as of by and between Licensor Name: with principal address at (hereinafter "Licensor"), and Dealer Name: with principal address at (hereinafter "Dealer"). Licensor and Dealer are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Licensor is engaged in the design, manufacture and distribution of certain motor vehicles and related parts and accessories (collectively, "Products") and owns proprietary rights in the trademarks, trade names and logos used in connection therewith; and

WHEREAS, Dealer desires to obtain from Licensor a license to market, offer for sale and sell the Products within the territory described as: , and Licensor is willing to grant Dealer such rights on the terms set forth herein; and

WHEREAS, the Parties intend by this Agreement to set forth their respective rights and obligations with respect to the appointment, operation, marketing and sale of the Products by Dealer.

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

1. DEFINITIONS

1.1 "Products" means the models and configurations of vehicles and aftermarket parts listed in Schedule A attached hereto and any subsequently approved models. List or describe initial models and categories:

1.2 "Territory" means the geographic area set forth in the Territory description above. Territory may be amended only by written agreement of the Parties.

2. APPOINTMENT AND LICENSE GRANT

2.1 Appointment. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Dealer a exclusive non-exclusive license to sell, market and distribute the Products within the Territory for the Term. Dealer shall not sell Products outside the Territory without Licensor's prior written consent.

2.2 Trademark License. Licensor grants Dealer a limited, non-exclusive, non-transferable license to use Licensor's marks solely for the purpose of marketing and selling the Products in accordance with Licensor's brand guidelines. Dealer agrees to use the marks in strict conformity with Licensor's standards.

3. TERM AND RENEWAL

3.1 Initial Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of years unless earlier terminated as provided herein.

3.2 Renewal. Renewal, if any, shall be by mutual written agreement no later than ninety (90) days prior to expiration. Any renewal shall be on terms to be negotiated in good faith.

4. TERMINATION

4.1 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for days after written notice specifying the breach. Termination for cause shall be without prejudice to any rights or remedies available at law or in equity.

4.2 Immediate Termination. Licensor may terminate immediately for bankruptcy, insolvency, fraud, or loss of required dealer licenses by Dealer.

5. DEALER OBLIGATIONS

5.1 Licenses and Compliance. Dealer shall obtain and maintain all required dealer licenses, permits and registrations and shall comply with all applicable federal, state and local laws, rules and safety regulations relating to the sale and distribution of the Products.

5.2 Facilities and Personnel. Dealer shall maintain facilities, staffing, training and service capability reasonably necessary to market, sell and support the Products in the Territory at standards prescribed by Licensor.

5.3 Minimum Inventory. Dealer agrees to maintain minimum inventory and display requirements as set by Licensor. Initial minimum inventory value: .

6. PRICING, PAYMENTS AND FEES

6.1 Pricing. Dealer shall sell Products at prices determined by Dealer; provided, however, Dealer shall not advertise or represent prices in a manner contrary to any minimum advertised price policy that Licensor may issue in writing.

6.2 Fees. Dealer shall pay Licensor an initial non-refundable license fee of upon execution of this Agreement and ongoing royalties of % of net vehicle revenue, payable monthly within days following month-end.

7. ADVERTISING AND MARKETING

7.1 Cooperative Advertising. Any co-operative advertising or marketing funds shall be governed by a separate writing and subject to Licensor approval. Dealer shall obtain Licensor's prior written approval for all advertising using Licensor's marks.

7.2 Promotional Materials. Dealer shall not alter promotional materials provided by Licensor other than as approved in writing.

8. REPORTING, RECORDS AND AUDIT

8.1 Reporting. Dealer shall deliver to Licensor monthly sales and inventory reports no later than the day of the following month in a form reasonably acceptable to Licensor.

8.2 Audit. Licensor shall have the right, upon not less than days' prior notice and during normal business hours, to audit Dealer's books and records relating to sales of Products. Any material underpayment discovered shall be promptly paid by Dealer together with interest at the lesser of 1.5% per month or the maximum lawful rate.

9. CONFIDENTIALITY

9.1 Confidential Information. Each Party shall keep confidential and not disclose to third parties any non-public business information received from the other Party, including pricing, forecasts, designs and technical data, except as required by law. This obligation shall survive termination for a period of years.

10. WARRANTIES, DISCLAIMER AND RECALLS

10.1 Licensor Warranties. Licensor warrants that it has the right to grant the licenses herein. Licensor does not warrant Dealer's sales performance or compliance with law.

10.2 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10.3 Recalls. Dealer shall cooperate with Licensor with respect to any safety recall or campaign and shall follow Licensor's recall instructions. Costs allocated to Dealer for recall activities shall be as set forth in a written allocation or otherwise by applicable law.

11. INSURANCE AND INDEMNIFICATION

11.1 Insurance. Dealer shall maintain commercial general liability, garage liability and product liability insurance in amounts not less than per occurrence and shall name Licensor as an additional insured where appropriate.

11.2 Indemnification. Dealer shall indemnify, defend and hold Licensor harmless from and against any claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Dealer's negligence, breach of this Agreement, or Dealer's sale or servicing of Products, except to the extent caused by Licensor's gross negligence or willful misconduct.

12. LIMITATION OF LIABILITY

12.1 Neither Party shall be liable to the other for consequential, incidental, special or punitive damages, except for liability arising from indemnity obligations, willful misconduct or gross negligence. The aggregate liability of each Party arising from or related to this Agreement shall not exceed .

13. NOTICES

13.1 All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as either Party may designate by written notice in accordance with this Section.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

14.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be treated as original signatures.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

15.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral.

15.3 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a valid provision that most nearly effects the Parties' intent.

MISCELLANEOUS PROVISIONS

16.1 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the Parties for any purpose other than as expressly provided herein.

16.2 Assignment. Dealer shall not assign or delegate any rights or obligations under this Agreement without Licensor's prior written consent, which consent shall not be unreasonably withheld.

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