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 Tech’s products, Dealer hereby agrees,
declares, guarantees, and warrants that it shall not sell or give
away any of Hi Tech’s products (except Boat Shampoo and other
designated retail products) to any third party. Dealer shall only
apply Hi Tech products through Dealer’s 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 Dealer’s
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 Tech’s 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 Tech’s 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 clients’ satisfaction, to
intervene at any time, and impose a solution or remedy the said
problem, the whole at Dealer’s 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 Dealer’s 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 Tech’s 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 Dealer’s 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.
