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Hi Tech Marine Systems

USA

Sample Contract

Dealer Agreement

By And Between:

Hi Tech Marine Systems USA, Inc.

(Hereinafter referred to as Hi Tech USA.)

AND:

____________ DBA Hi Tech Marine Systems of _______________

(Hereinafter referred to as Dealer)

Whereas Hi Tech Marine Systems USA, Inc., has developed a line of specialized products and techniques for the application of said products;

Whereas the said products and techniques are designed for marine, automotive, aviation, and commercial applications to enhance and protect paint and gel coat finishes;

Whereas Dealer has been granted the right to purchase, stock, apply, and market Hi Tech products and service, but is not an agent or mandatory of Hi Tech USA;

In consideration of the obligations herein and for other good and valuable consideration, the parties agree as follows:

PREAMBLE

The preamble shall form an integral part hereof.

GRANT OF LICENSES

Hi Tech USA hereby grants to the Dealer, the status of "Authorized Dealer" subject to all the terms and conditions contained in the present agreement.

Hi Tech USA further grants to Dealer the right and License to advertise, promote, market, and apply all of the Hi Tech product line subject to the terms and conditions herein.

Without limiting the foregoing, the services offered by Dealer with, respect to the Hi Tech products shall be the application of a system of enhancement and protection for paint and gel coat finishes; the Dealer may, but only within its territory as described in section 3, off the said products and services to any clients requesting the same.

Dealer hereby agrees to restrict this licensed business activity to the territory described herein and Dealer shall not offer any of the Hi Tech products or services outside the said territory. A violation of the foregoing shall constitute a default by Dealer.

Dealer shall purchase additional products from Hi Tech to the exclusion of the purchase of similar technology (conventional waxes and polishes excluded) advanced products from any other supplier, wholesaler, retailer or manufacturer. Dealer shall be free to sell any products or supplies which do not compete with the products Hi Tech without notice to Hi Tech, however, Dealer shall not sell, distribute, or represent any such products or supplies as those of Hi Tech without the consent of Hi Tech.

For so long as Dealer purchases and uses the products of Hi Tech to the exclusion of other such products, Dealer shall be allowed the use of the Trademark of Hi Tech for the advertisement and promotion of the services offered in regards to said materials.

Given that the parties here to acknowledge the application process and specialized techniques thereof are essential to obtain the best results from Hi Techís products, Dealer hereby agrees, declares, guarantees, and warrants that it shall not sell or give away any of Hi Techís products (except Boat Shampoo and other designated retail products) to any third party. Dealer shall only apply Hi Tech products through Dealerís own trained and qualified service personnel and in accordance with the provisions of the procedure manual.

Dealer shall confine his business activities to said area and shall not infringe upon or offer the products and services in an area protected by Hi Tech for the benefit of an other Dealer.

Territory

Dealer shall have its principal place of business at the above mentioned address, and the area to be protected by Hi Tech for the benefit of Dealer shall be an area of 10 miles in all directions.

Payments

Dealer shall pay a total dealership fee of ______________ Dollars to Hi Tech payable as follows:

_________________ Dollars payable at time of execution of this present agreement.

The balance of ______________ Dollars shall be payable over a maximum period of (12) months from the time of signing. Refer to addendum for payment schedule. After license fee due to Hi Tech by Dealer has been paid in full, Hi Tech shall have no further rights or claims to any sums paid by third parties to Dealer as royalties or otherwise unless expressly provided for in a written agreement between parties.

Upon receipt of initial ________________ Dollars, dealer shall take charge of ____________ operations

Obligations of the Dealer

In addition to the other terms and conditions contained in the present agreement the obligation of the Dealer also includes the following:

Dealer shall co-ordinate any and all advertising and promotion of Hi Tech products and services with Hi Tech as to ensure a uniform quality of advertising throughout all of the Dealerís region prior to its use and submission to the general public.

Dealer shall vigorously and diligently promote the sale and service of products offered by Hi Tech and shall provide warranty servicing for customers of those products.

Should Dealer fail to provide adequate warranty servicing, Hi Tech shall have the absolute right to take whatever steps it deems necessary to remedy a problem and protect the good name of Hi Tech products and services, and to charge the costs of such action to Dealer.

Dealer shall not have the right to grant licenses to any third party.

Confidentiality

The parties acknowledge that products, and specialized application techniques which are considered by the parties to be trade secrets that are to be protected, and it would be detrimental if such secrets be known by competitors or other parties. Dealer acknowledges the right of Hi Tech to obtain injunctive relief in the event Dealer breaches or threatens to breach this confidentiality agreement.

Hi Tech Represents and Warrants

That it holds the trademark for the entire United States of America for the name, logo, and marks.

That it shall diligently enforce any and all legal rights it has to protect the above-mentioned trademarks.

That it authorizes Dealer to use said names and trademarks during the term of present agreement.

That all Hi Tech products sold to Dealer shall be covered by a limited warranty.

Hi Techís limited warranty shall only oblige Hi Tech to replace the defective product(s). Any product abuse, mishandled, frozen, or chemically altered in any way shall not be covered by the limited warranty.

Hi Tech will provide to Dealer any technical (non monetary) assistance requested by the Dealer with respect to any third party claims against Dealer.

Hi Tech shall be held harmless for any actions, work performed by Dealer or any legal disputes involving Dealer.

Hi Techís only obligation to Dealer other than stated in this agreement is to provide Dealer with product upon request. Hi Tech is not responsible for back order situations from their suppliers, which may interrupt shipments to Dealer.

Hi Tech shall direct all inquiries for service to Dealer provided the customer is in the territory protected for the benefit of the Dealer.

Quality Control

Given that the parties hereto recognize and acknowledge the importance of maintaining quality, servicing, and application of Hi Tech products to clients, the whole in accordance with the terms and conditions contained in the Hi Tech procedure manual. The Dealer shall immediately forward to Hi Tech written notice of any complaints or demands received by Dealer whether verbal or written regarding Hi Tech products and shall immediately attempt to remedy the problem. Dealer shall furnish to Hi Tech any additional information with respect to said notice, complaint, or demand upon request of Hi Tech.

Upon receipt of said notice, Hi Tech shall have the right, if said problem has not been remedied to clientsí satisfaction, to intervene at any time, and impose a solution or remedy the said problem, the whole at Dealerís expense.

Assignment

The Dealer may not, without the proper written consent of Hi Tech, sell, transfer, or assign any interest in the present agreement or any controlling shares of the same.

Termination of Agreement

The present agreement may be terminated by Hi Tech hereto by simple written notice in the following instance:

If Dealer becomes bankrupt, insolvent, or is deemed to be bankrupt.

If Dealerís business is liquidated or closed down.

If Dealer fails to pay any past due monies more than thirty days old.

If Dealer fails to maintain quality control standards established by Hi Tech.

If Dealer fails to fulfill any of its obligations hereunder or is otherwise in default under any terms of this agreement.

Dealer may terminate this agreement upon simple written notice to Hi Tech.

In the event that the present agreement is terminated by one of the parties hereto, Dealer expressly agrees not to operate any business similar to that of Hi Tech USA., anywhere in the USA for a period of (2) two years following the termination of the agreement.

In the event of termination of this agreement or a default by dealer for whatever cause and by whichever party,

Dealer recognizes that and acknowledges that NO monies, expenses or license fee will be reimbursed.

At Hi Techís option and upon delivery of a notice by Hi Tech to that effect, ownership of any Hi Tech products will automatically revert back to Hi Tech with power of immediate repossession.

Apart from a default or any of the instances mentioned in this agreement, Hi Tech may not otherwise terminate this agreement.

The Dealer may cancel the present contract for any reason by giving Hi Tech a notice of six (6) months on the condition that the Dealer furnish to Hi Tech the undertaking not to compete with Hi Tech in accordance stated in 10. (3)

Term of Agreement

This agreement shall take effect upon the execution hereof by all parties and subject to the terms and conditions contained herein, shall remain in force for a period of (4) four years from the date it takes effect.

At the expiration of the said (4) four years Dealer shall have the option to renew said agreement for a further (4) four years at no cost to Dealer on the express condition that the Dealer has not defaulted hereunder and subject to the terms and conditions herein.

Dealer may exercise said option by delivering to Hi Tech a written notice to that effect during the final year of this agreement (6) months prior to the said expiring date.

In the event that said notice has not been received by Hi Tech within the above-mentioned time period, the present agreement shall terminate right at the said expiring date.

Miscellaneous

The parties recognize and acknowledge that Hi Tech is presently offering rights and licenses for Hi Tech products and services throughout the USA., Canada, and Europe.

This agreement does not create the relationship of principal or agent between Hi Tech and Dealer; under no circumstance shall the Dealer represent itself as an agent or mandatory of Hi Tech.

This agreement shall be construed in accordance with the laws of the state of Florida and all venues shall lie within the county of Volusia, Florida, whereas this agreement is created.

If Dealer becomes inactive or is not actively promoting Hi Tech in Dealerís territory; Hi Tech reserves the right to install additional Dealers required to assure Hi Tech products and services are being successfully promoted to the public.

This agreement is the entire agreement between the parties and replaces and prior agreements written or verbal.

 

 

 

 

 

 

Witness Whereof, the parties have herein to cause their duly authorized representatives to execute and deliver this agreement as of this date indicated.

Signed at Daytona Beach, Florida this ___th Day of ____, 20__.

 

__________________________________

Hi Tech Marine Systems USA Inc.

Anthony Cipollina

__________________________________

__________________________________

Authorized Dealer

__________________________________

Witness

 

 

 

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