RESELLER AGREEMENT - Mike on Traffic



Reseller AGREEMENTBetweenHouston Radar LLCANDReseller CompanyTHIS AGREEMENT, DATED THIS _____day of ____, 2013 between Houston Radar LLC, a Texas Limited Liability Company with offices at 1006 Rosemeadow Drive, Houston, TX 77094, (hereafter, the “Company”), and Reseller Company a corporation with offices at _____________________________ (hereafter, the “Reseller”).PURPOSE OF AGREEMENTWhereas, Company is a leading supplier of high quality electro-mechanical products, which it distributes in the United States and elsewhere in the world. Company is interested in distributing the products and in formalizing an Agreement with Reseller; andWhereas Reseller is interested in distributing the Company’s products in the Territory (as defined below), and in formalizing an agreement with Company.Purposes. The purpose of this Agreement is to establish the terms under which Company’s products will be distributed by Reseller within the Territory, to establish certain marketing goals to be achieved by Reseller within the Territory and hereby appoint Reseller to resell the Products in the Territory. This Agreement replaces any previous reseller agreement executed between Company and Reseller. NOW THEREFORE, in consideration of the foregoing and mutual promise set forth herein, the parties agree as follows:Definitions“Products” shall mean the Company’s products, listed on the most current Appendix A to this Agreement (which will be amended from time to time), to be distributed by Reseller hereunder. Additions to, or deletions from, such list may occur upon reasonable notice by Company.“Competing Products” shall mean any products, or components thereof, which are similar to the Products (as defined above), which compete with the Products and which are manufactured or distributed by Reseller, an Affiliate thereof, or by a third party. “Confidential Information” shall mean: (i) the Products and all related information, including price lists and pricing information, Company's books of account, sales and financial information, customer lists, product specifications and blue prints, marketing information and plans, trademarks, trade names, copyrights, patents, patent applications and other proprietary interests, production methods, systems and procedures of Company, and all embodiments of the foregoing, and (ii) any other information which Company treats as proprietary, confidential or as a trade secret, provided however that Reseller will have no obligation or restriction with respect to any Confidential Information if the same is: (a) in the public domain at the time of disclosure or is subsequently made available to the general public without restriction by the disclosing party; (b) published or otherwise becomes generally known through no wrongful act of the Reseller; (c) known to the Reseller at the time of disclosure without restrictions on its use or independently developed by the Reseller, and there is adequate documentation to demonstrate either condition; (d) used or disclosed with the prior written approval of Company; (e) disclosed without restriction to the Reseller from a source other than the company; (f) required by court order or governmental agency to be disclosed.“Affiliate” shall mean an associated person, company or entity, including a corporation, partnership or association, which, directly or indirectly, owns or controls, is controlled by, or is under control with, the person, company or entity to which the reference of affiliation is made. “Control”, as used herein, means the ownership of fifty percent (50%) or more of the voting shares, equity, or right to receive profits, of any entity or business, whether such control is exercised directly or indirectly. “Territory” shall mean the areas listed at the most current Appendix B to this Agreement (which will be amended from time to time).Marketing of ProductCompany Provided Leads. When Company forwards sales leads to Reseller, Reseller must confirm receipt of those leads and provide evidence of follow-up within 5 business days of Company providing those leads. In the event that Reseller does not follow-up with leads within this reasonable period of time, Company reserves the right to provide quotations or pricing proposals directly to customers and sell to such customers directly. Company also reserves the right to sell to all customers and leads which it has already been in contact with prior to the date of this Agreement. Company also reserves the right to follow up with and sell directly to all leads or customers which, for any reason, become dissatisfied with or refuse to work with the Reseller and contact Company directly. Quality Surveys. Company may periodically conduct satisfaction surveys of end-users for the purpose of ensuring maximum quality in the Product, the sales process and the post-sale experience.Reseller Generated Leads. Reseller shall transmit to the Company all inquiries received from outside or within the Territory and periodic updates on the status of the pursuit of such leads received within Reseller Territory that Reseller is pursuing.Marketing Update Report. Reseller must provide a monthly update which includes leads provided by and to Company, actions taken on such leads indicating the individual who followed up and the date it was done. Reseller must provide quarterly update that includes an estimated value of total live, outstanding quotes and prior quarter’s new pany Provided Marketing Materials. From time to time at Reseller’s request, Company will consider making available to Reseller, such standard printed materials, artwork, production materials or mechanicals which Company produces, for the purposes of enhancing Reseller’s advertising efforts. Upon termination of this Agreement all such material shall be returned to Company. Marketing Efforts & Participation. Reseller will aggressively promote the Products and agrees to minimum promotion commitments detailed in Appendix C. Company may support Reseller by providing assistance in staffing Reseller’s exhibits at U.S. tradeshows whenever availability of a Company representative allows. Upon request by Company, Reseller will assist Company in booth staffing when national or regional tradeshows at which Company exhibits takes place within Reseller’s Territory.Product Training. Each year, Reseller agrees to have all Reseller’s sales representatives who will be representing Company’s products attend at least one sales and service training organized quarterly by Company. At Company’s discretion, such trainings may occur at Reseller’s facilities or may be web based conferences.Reseller’s ORganization. Reseller will provide, a profile describing their overall business and staff. This profile will be completed and attached as Appendix D.Demonstration Product. Reseller must purchase one demonstration product at Reseller price and keep demonstration product current and in good condition to ensure the most current version is being shown. Reseller must have at least one full set of demonstration Product per 2 salespeople. Sale of ProductSales By Reseller. The parties acknowledge that Reseller’s primary responsibility is to make an adequate amount of sales within the Territory and that Reseller’s failure to make such sales may serve as grounds for termination or modification of the Agreement at Company’s discretion. The adequacy of Reseller’s sales in the Territory shall be determined by the Company in reference to the potential of the Territory and the fulfillment of quotas, if any, which the Company may, from time to time, establish in consultations with Reseller.Use of Product. Reseller understands and agrees that it will not recommend or sell the Products for uses or applications which are unsuitable or distribute the Products in such a manner or to such end-users as would adversely affect the high quality reputation of the Products. Reseller shall not make any changes to, or in any way alter or tamper with, the Products, or components thereof, sold to Reseller hereunder without the consent and assistance of Company.End-user information. When Reseller sells product, Reseller shall provide Company with the customer’s contact information as well as the serial number of the unit(s) they purchased and the invoice date for such units prior to shipment. Company will use this information for warranty purposes, product upgrade/update notifications and product promotion purposes. Sale of Competing Products. During the term of this Agreement, Reseller, and any Affiliate thereof, shall not manufacture or distribute, sell, lease or transfer any Competing Products.Sales Goals. The parties will meet, or otherwise communicate periodically, to refine sales goals, identify the degree of market penetration, improve methods of advertising or other aspects of distributing the Products in the Territory, all with the intent that the sales of the Products in the Territory shall increase over the term of this Agreement. In the event that purchases of Products do not reach the assigned goals for each year, Company may terminate or revise this Agreement without further obligation on the part of the Company to Reseller. Distribution Method. Reseller is expected to develop an adequate distribution network within the Territory to achieve sales goals. This distribution may be entirely direct sales or also enlist the use of sub-resellers managed by the Reseller, subject to the terms of Section III.B.Product Approvals. Reseller shall advise Company of the need for any approvals of the Products in Reseller’s Territory. Company, with assistance from Reseller, shall obtain any required approvals, licenses, or renewals or amendments thereof, from appropriate governmental authorities within the Territory, at Company’s expense. Such approvals and licenses (hereafter, the “Approvals” or, in the singular, “Approval”) shall be in Company’s name. Upon termination of this Agreement, all such approvals shall belong to Company. In the event Reseller fails to advise Company of the need to have an Approval for a Product, or the need to secure any renewal or amendment thereof, Reseller shall be solely liable for any and all liens, damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, and proceedings whatsoever (including, without limitation, attorneys’ and experts’ fees and disbursements) which may at any time be imposed upon, incurred by or asserted or awarded against Company and arising as a result of such failure. Company may provide Reseller with information sufficient to permit Reseller to secure Approvals for Company, at Company’s expense. To the extent any other Products of the Company are added to the list of Products at Appendix A, Company may provide Reseller with information sufficient to permit Reseller to secure Approvals for such new Products. The information provided, or to be provided, by Company shall be used exclusively for the purposes of assisting Company to secure such Approvals. No other use of such information is permitted, whether by Reseller or any third party, and Reseller shall indemnify Company against and hold it harmless from any damages which may arise from improper disclosure or use of such informationSales by Sub-resellers. Reseller may use sub-resellers only within their Territory and market and only when such sub-reseller intends to sell the product within the Territory and market. If Reseller uses any sub-resellers, Reseller is responsible for ensuring that sub-reseller complies with all the terms and conditions herein and is responsible for providing demonstration Product or ensuring the sub-reseller has demonstration Product of their own. If such sub-reseller is found to be in violation of any part of this Agreement, Company will act as if Reseller were in violation and the Reseller will be subject to any corrective actions, which may, at Company’s discretion, include termination. Reseller will be held accountable for the actions of any of its sub-resellers whether or not the Reseller was aware of the sub-resellers actions or violations.Purchase Price, Purchase Terms. Price Changes. Sales by Company to Reseller shall be at the Company’s current list prices price stated in US Dollars, less Resellers discount indicated in Appendix A. Company will re-issue prices on a semi-annual basis. Company will honor previous prices for 90 days from the release date of new prices when Reseller provides evidence that their quote which resulted in the order was dated prior to the release date of the new price. Standard Credit Terms. Unless Reseller is in default or unless otherwise agree by parties in writing, deliveries of all shipments are payable within 30 days of invoice (shipment) date. Delinquent Balances. Company will charge interest of 1.5% per month or 18% per annum on all overdue balances for orders Company has fulfilled on time. At Company’s sole discretion, Company may exercise alternative means to liquidate or collect any or all overdue balances and Reseller agrees to pay all costs associated with this liquidation and collection, including up to 1.5% liquidation surcharge and any and all legal or court costs that Company may incur. Company may disable some or all functionality of any product or service for which a corresponding invoice becomes delinquent until such time as the delinquency is corrected. Purchase Orders, Order Acknowledgements & Delivery. Company shall sell the Products to the Reseller FOB Company’s manufacturing facility in Stafford, TX, ready for final distribution by Reseller or drop shipped by Company per Reseller’s instructions, provided Company has accepted the order, including such instructions. Sales of the Products shall be made in response to Reseller’s purchase order, subject to acceptance, provided that notice of non-acceptance will be provided in writing to Reseller within 72 hours of Company’s receipt of purchase order, with such orders to be filled as promptly as possible with Company’s other orders, determined on a first-come, first-service basis. Company reserves the right to ship to Reseller less than full order quantities of the Products as its inventory or production capacity requires. Company will ship the remainder of such order to Reseller as soon as possible.Warranty. Company hereby warrants to Reseller that the Products sold to Reseller hereunder (not including any part supplied by Reseller), are merchantable in quality and fit for the specific purpose for which they were intended, in new and unused condition unless specifically identified by Company as being in “used” condition and Reseller accepts such, and free from defects in their manufacture for a period of one (1) year from the time they are sold by Reseller to Reseller’s customer or 24 months from the time they were received by the Reseller from the Company, whichever is shorter (the “Warranty Period”). In order for warranty to be in effect, within thirty (30) days of the sale, Reseller must inform Company of the applicable dates of sales to customers and the contact information and corresponding serial numbers sold to customers. Any modifications, alterations, misuse of the Products, use unintended by Company, damage incurred in loading or unloading a vessel, or in transporting the Products after delivery to Reseller, FOB Company’s plant, shall void this warranty.Only Warranty. THIS IS THE ONLY WARRANTY WHICH COMPANY PROVIDES, THERE BEING NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, and Company’s responsibility with respect to the Products shall be limited to the foregoing.Making Claims. In the event that a Product, or component thereof, proves defective in material or workmanship during the Warranty Period, claims regarding the products shall be made in writing to Company stating that such claims occurred within the Warranty Period. On verification that the claim is appropriate, Company shall replace or repair the Products, or component thereof, found to be defective, freight prepaid to the warehouse of Reseller in the Territory.Exclusive Remedy. The remedy provided hereunder shall be the exclusive remedy available to Reseller and Reseller’s customer in the event of a defect. Furthermore, the Company shall in no case be liable for any damage to any property (other than the defect in the Products, or component thereof sold by the Company), or for indirect, special, incidental or consequential loss or damage caused to Reseller, or any customer thereof, as a result of any act or omission of Company, whether foreseen or unforeseen. No obligation exists to replace any Product, or component thereof, should there be evidence that such Product or component was subjected to any alterations, misuse, use unintended by Company, improper handling, storage, assembly by Reseller, or improper or abnormal use, handling or storage by Reseller, Reseller’s employee, agent, independent contractor, subreseller or customer.Liability Limited to Warranty. In the event of any valid warranty claim against Reseller under Company’s warranty, Company shall not be responsible to Reseller and will not bear liability for damages (however caused), to persons or property or for loss of anticipated profits or for any direct, indirect or consequential damages suffered by Reseller or its customer, or any employee or property thereof, whether foreseen or unforeseen.Representation of Products and Intellectual PropertyApproval over Marketing Materials. Reseller agrees that it will not place any advertising, regardless of the media chosen, without first having submitted the text or visual representation thereof, to Company for its written approval. Company will assure timely review and provide comments to the Reseller for integration in the text or presentation of the advertising. In the event that Company reasonably objects to the content, or form of presentation, of any material submitted to it by Reseller, Reseller shall not use such material in any advertising used to promote the Products. Company will make current marketing artwork available upon request.Credit for Trademark. When a Company’s trademark is used in Resellers marketing materials, credit will be given to Company in the following format: “[Referenced trademark name/s] is/are owned by Houston Radar LLC. Product Changes. Company reserves the right at any time, on such notice as is reasonable for Company under the circumstances, to alter the specifications, method of manufacture, or availability, of any Product. Company also reserves the right at any time, to withdraw, temporarily or permanently, any Product from sale within the Territory. Company will consult with Reseller prior to its decision to withdraw any Product, providing the reason or reasons in support thereof, but the ultimate decision for such action shall rest solely with Company.Withdrawal of Product. In the event that any Product is to be withdrawn from distribution in the Territory, Company shall confer with Reseller as to whether such withdrawn Product, in Reseller’s possession and not committed to delivery to a customer, may continue to be sold. If any Product is withdrawn from distribution in the Territory as a result of no fault of the Reseller, Company will repurchase the Product that is in a merchantable condition at cost plus shipping incurred by Reseller. In addition to the foregoing, Company reserves the absolute right to withdraw any Product from distribution where substantial prejudice to its business reputation might result from continued sales of such Product.Confidentiality & Non-Disclosure. All oral and written Confidential Information shall, if possible, be stamped “Confidential.” All such Confidential Information Company has heretofore provided, or may provide, to Reseller shall be considered confidential and proprietary information of Company, which is and shall at all times be and remain the exclusive property of Company. Disclosure. Both during and after the term of this Agreement, Reseller shall not, directly or indirectly, reveal, disclose, publish, report or transfer any Confidential Information to any person or entity, including any Affiliate of Reseller, or use any of the Confidential Information for any purpose other than in connection with the performance of Reseller's obligations hereunder. Reseller agrees to take all reasonable precautions to prevent disclosure of any Confidential Information to other persons or entities, except as may be specifically authorized by Company in writing. Confidential Information shall not be used by Reseller or any third party without the express written consent of Company. Company agrees that Reseller may, upon written consent from Company, disclose Confidential Information it receives to it’s employees, agents, contractors who must know such to perform the services on behalf of Company as provided for in any other agreement and who have duly executed a non-disclosure obligation at least as restrictive as this Agreement and is willing to be subject to the terms of this Agreement. Reseller will not reproduce Confidential Information except to accomplish the purpose of this Agreement. Notification. Reseller shall notify Company in writing of any circumstances coming to its attention and involving possible unauthorized use or disclosure of any Confidential Information. Indemnification. Reseller shall indemnify Company against, defend and hold Company harmless from, any loss, cost, liability or expense which may arise from improper use or disclosure of any Confidential Information by Reseller contrary to the terms of this Section. Return of Material. Upon expiration or earlier termination of this Agreement for any reason, Reseller shall immediately deliver to Company any and all Confidential Information in its possession, including originals and all copies thereof. Irreparable Injury and Remedy. The parties agree that the various rights and duties created hereunder are extraordinary and unique so that the other party will suffer irreparable injury that cannot adequately be compensated by monetary damages in the event of the unauthorized disclosure or use of Confidential Information or the breach or violation of any covenant or undertaking contained in the Agreement.? The parties agree that the ascertainment of damages in the event of the unauthorized disclosure or use of Confidential Information or in the event of a breach or violation of any covenant or undertaking contained in this Agreement would be difficult, if not impossible to establish.?? The parties therefore agree that Company, in addition to and without limiting any other remedy or right it may have, shall have the immediate right to obtain a preliminary injunction (also known as a temporary restraining order) and a final injunction against it issued by a court of competent jurisdiction enjoining any such threatened or alleged breach or violation of this Agreement without posting any bond that might otherwise be required, and Reseller agrees that it shall not plead the adequacy of any relief at law (including monetary damages) as a defense to the other party’s petition, claim or motion for preliminary or final injunctive relief.? The parties further agree that the other party also shall have the right to seek a remedy at law as well as or in lieu of equitable relief in the event of any such breach. ?THIS CONFIDENTIALITY IS ENFORCEABLE IN THE COURT OF COMMON PLEAS OF HARRIS COUNTY, TEXAS United States of America unless such venue would not be enforceable in one of the parties home countries, in which case any breach will result in immediate arbitration or termination of this agreement.? The parties hereby consent to such venue and to the personal jurisdiction of such pany’s Exclusive Ownership of Intellectual Property, Confidential and Proprietary Information AND IMPROVEMENTS. Reseller acknowledges the exclusive ownership and validity of all United States and foreign patents, trademarks and copyrights of Company and any registrations or applications therefore. Reseller shall not acquire and shall not claim any title or rights in or to such patents, trademarks and copyrights. No license or rights of manufacture are granted or implied by this Agreement, and Reseller is expressly prohibited from using, registering, applying to register, or affecting the registration, of any of: (i) Company’s name (other than to identify the Company as the manufacturer of the Products); (ii) trademarks, or a simulation thereof, (hereafter, collectively the “Trademarks”); (iii) patents; or, (iv) copyrights, as its own; provided, however, that upon Company’s decision and Reseller’s request, the parties may decide to execute a user’s agreement or license, as the Company shall decide, under which Company may permit Reseller to use those Trademarks upon which they agree. After the expiration or termination of this Agreement for any reason, Reseller shall immediately cease to use all Trademarks or trade names of Company, return any items bearing such Trademarks or trade names, and any user’s agreement or license, if any exists, shall likewise terminate.Indemnification. Company hereby agrees to indemnify Reseller against, and hold it harmless from, any claim with respect to infringement of any patent associated with the Products, or infringement upon any trademarks or proprietary rights of any third party. Upon prompt written notice from Reseller to Company, Company shall undertake the defense of Reseller as to any such claim. Reseller agrees to assist, upon request, in the preparation of such defense, at Company’s expense, using legal counsel of Company’s choice.Protect Company’s Intellectual Property. Reseller hereby agrees to inform Company promptly of any possible infringement of, or suspicion of infringement, or unfair competition affecting the Company’s patents, trademarks or copyrights which come to the attention of Reseller. In the event that Company decides to take affirmative action against any such possible infringement or act of unfair competition, Reseller agrees to cooperate with and assist Company to the extent requested, at the expense of Company. Any monetary recovery resulting from any such action shall be solely for the account of Company.Ownership of subsequent improvements to Products. Reseller hereby agrees that any and all improvements made by Company to Products shall be wholly owned by Company even if such improvements were made at the suggestion of Reseller and Reseller shall not acquire and shall not claim any title or rights in or to such improvements.Term & TerminationEffective Date and initial term: The term of appointment shall begin on the date of this agreement and continue through 1 subsequent and contiguous year during which time the parties shall confer from time to time in order to ascertain the long-term benefits to be achieved under the present arrangement. During the term of this Agreement, the parties will meet, or otherwise communicate; to determine whether the current Agreement may be renewed beyond the initial term for an additional one (1) year period provided such determination ultimately is to be made solely by Company. Expiration of Agreement & Renewal. Subject to the provisions in this section, the initial term of this Agreement is defined in Section V.A will automatically renew for periods of one (1) year unless terminated by either party a minimum of thirty (30) days prior to the anniversary date of this Agreement. Such renewals are at the sole discretion of the Company.Termination of the Agreement Prior to the Expiration of its Term. Notwithstanding the provisions of paragraph A, above, this Agreement may be terminated by either party on the occurrence of any of the following:Delinquency. The failure of Reseller to pay Company when due the full amount for shipments of Products to Reseller within thirty (30) days of the invoice date, or within other payment terms that have been agreed upon in writing by both parties;Violation of Agreement. The failure of either party to comply with the terms of this Agreement upon thirty (30) days prior written notice, which notice shall identify the breach, given by the other party, with the exclusion of Section C.i above;Insufficient Sales. The failure of Reseller to achieve sufficient progress toward its annual sales goals, as determined in Company’s sole discretion;Bankruptcy or Similar. The filing, by or against a party hereto, of a voluntary or involuntary petition in bankruptcy, the seeking of similar relief under any statute or proceeding, an assignment for the benefit of creditors, or otherwise discontinuing business;Effect of Expiration or Termination.Return of Materials. At termination, all information provided by Company in writing under this Agreement, together with all sales bulletins, assembly manuals, drawings, advertising material and other material which Company has provided Reseller, shall be promptly returned to Company or its designee. Such obligation is absolute and unconditional.Fulfillment of Orders. Company reserves the right to accept or reject any orders placed with Company after termination, not ship the balance of any undelivered Products if the cause of termination is the Reseller being in default of this Agreement, or alter the payment terms with respect to any orders received and accepted by Company subsequent to termination.Repurchase of Products. Company shall offer to repurchase all unsold Products covered under this agreement that are in Resellers inventory at time of termination that are in a new and merchandisable condition at the same price that Reseller paid Manufacturer for such products.Chargebacks and Reductions in Discount Rate.Chargebacks. Reseller is expected to be fully capable of supporting the Product it sells and only selling Product within a geographic scope that it can support. If Company must become involved in supporting the Product for training or other non-warranty reasons because Reseller is not capable or not available to provide such support then Company will invoice Reseller for the cost of providing such support, including time, travel and expenses, plus 15% to help cover the Company’s administrative costs. Reseller agrees to pay any such invoiced amount within 10 days.Reduction in Discount Rate. Reseller is expected to have sufficient demonstration Product and knowledge in the Product to properly represent and sell the Products. If Company must become involved in a Reseller’s sale via accompanying the Reseller on sales calls or providing demonstration or evaluation Product as part of the sales process, then Company may, at its discretion, reduce the Resellers commission by a minimum of 5% to help cover the Company’s administrative costs. Company will not exercise this right within 6 months of the beginning of Reseller’s initial term (this shall not apply to any Reseller that has previously sold Product for the Company), or in regards to support requests for new products that have been released within 3 months or Reseller’s request for such support. MiscellaneousPerformance of Agreement. All expenses incurred by Reseller in performance of this Agreement shall be borne exclusively by Reseller.Insurance Coverage. Reseller shall, at its own expense, secure and maintain throughout the term of this agreement general liability and product liability insurance in such amounts as are normally maintained by companies in the same business and similar in size to that of Reseller, but in no case shall be in amounts less than one million dollars ($1,000,000.00). Reseller agrees to secure such insurance from one or more insurers of substantial size and reputation, advise Company of the general terms of policies issued thereby and name company as additional insured. Reseller shall provide Company with valid certificates of insurance evidencing the coverage required. The policies of insurance shall be non-cancelable except upon sixty (60) days prior written notice to Company. Reseller shall indemnify Company against, and hold it harmless from, any and all losses, claims, actions, suits, demands, judgments, costs and expenses (including reasonable attorney’s fees), which arise, or are claimed to arise, out of any injury to, or sickness or death of, any person, and damage to property caused by, arising from, or in any manner connected with, any act or omission by Reseller, its agents or employees.Indemnification and Waiver of Liability. Reseller hereby indemnifies Company of any claims, demands, losses, damages or expenses incurred as a result of the Resellers acts or omissions. Reseller hereby assumes all liability for injuries to any person or damages to any property caused in whole or in part by Reseller, Reseller’s employees, agents, independent contractors or subresellers during the performance of this agreement. Compliance with Laws & Regulations. Reseller warrants that it complies with all applicable municipal, provincial, state and national laws and regulations.Separate Entities. Both parties agree that this Agreement does not create an agency, franchise or employer-employee relationship between Company and Reseller; neither does it create the right in Reseller to act on behalf of Company in any respect, without Company’s prior written authorization, nor to pledge Company’s credit.Notices. All notices, requests, demands or other communications hereunder shall be in writing and shall be given by personal service, by prepaid registered airmail (return receipt requested), or by telex or facsimile transmission with written confirmation to be forwarded immediately thereafter, to the respective parties at the addresses set forth below and shall be deemed delivered upon personal service or upon receipt from overnight courier or within three (3) days of placing it with the U.S. Postal Service for registered mail:Company:Houston Radar LLC12818 Century Dr., Ste 200, Stafford, TX 77477USAAttention: Vipin MalikReseller:Reseller CompanyAttention: ____________________________________________________Entire Agreement. This Agreement represents the entire Agreement between the parties hereto and supersedes any prior commitments, agreements or understandings (written or verbal), between the parties with respect to the subject matter hereof.No Assignment without Approval. This Agreement may not be assigned by either party hereto, without the prior written consent of the other.Waiver. No failure or delay by any party in the exercise of any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude an additional or further exercise thereof or the exercise of any other right. To be effective, each waiver of any right hereunder must be in writing and signed by the party waiving its right, and such waiver may be made subject to any conditions specified therein. Each amendment to this Agreement shall be in writing and signed by both parties.Amendment. Except as specifically permitted herein, any amendment to this Agreement must be in writing and signed by both parties.Force Majeure. If either party is unable, during the term hereof, to perform all or part of its obligations hereunder by reason of the occurrence of a force majeure or an event not reasonably foreseeable, such party shall immediately advise the other party in writing of such occurrence or event stating the particulars thereof, anticipated duration and the steps such party is taking to remedy the situation. If it is anticipated that the inability to perform hereunder shall extend for a period of more than sixty (60) days the party receiving notice hereunder may, without further liability, terminate this Agreement on written notice to the party affected by such occurrence or event. Notwithstanding a force majeure event as provided herein, nothing shall excuse the duty of either party to pay amounts as and when they become dueHeadings. The headings in the Agreement are inserted for convenience only and shall not be taken into account in construing this Agreement, the interpretation and enforcement of which shall be in accordance with the laws of the state of Texas, United States of America. Controlling Language. If multiple languages appear in this text, the English language is the controlling text in the Agreement.Dispute Resolution & Governing Law. In the event that any dispute arises which, after first having been discussed between representative of the parties themselves, becomes irreconcilable, such disagreement shall be placed in arbitration as provided below.USA Arbitration Rules. If both parties to this Agreement are organized within the USA, the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA) International Arbitration Rules. If one of the parties to this Agreement is organized outside the USA, the arbitration shall be conducted in accordance with the AAA’s International Commercial Rules and the arbitrators’ judgment shall be enforceable under the U.N. Convention on the Recognition and Enforcement of Arbitral Awards.Location. The arbitration shall take place in Houston, TX, USAAward. The award of the arbitrator will be final and binding in accordance with applicable law. The judgment entered shall not be reviewable in any court on any grounds except fraud or undue means of a party; or for evident partiality or bias of the Arbitrator.Interpretation. Unless specifically provided to the contrary elsewhere herein, all shall be interpreted in accordance with the laws of Texas, USA; it being specifically determined and agreed by the parties that the arbitrators shall take cognizance of such body of law in reaching their conclusions and supporting any award.Severability. In the event any provision of this Agreement shall be determined by a court of law to be illegal or unenforceable, such provision shall be revised by the parties to remove the basis for such determination. In no event shall the illegality or unenforceability of any provision render any other provision hereof, or this Agreement in its entirety, unenforceable.IN WITNESS WHEREOF, the parties hereto by their duly authorized officers have executed this Agreement as of the day and year first above written.For HOUSTON RADAR LLC:BYTITLE CEO For: Reseller Company.BYTITLE APPENDIX ATO RESELLER AGREEMENTSpecial Priviledges and Discount RateThe following are the “Products” which Reseller may sell in the Territory (as set out at Appendix B to the Reseller Agreement). For each identified product line, the associated finished goods, components, mounts, accessories, replacement parts and programs are included. Only the physical product and any additional extended warranty purchased with Products are included. No other products manufactured or distributed by Company or any Affiliate, subsidiary or licensee are included for resale by Reseller under this Reseller Agreement.Houston Radar Armadillo Radar Traffic CollectorThe following privileges and discounts apply to the Reseller.DiscountNew Resellers receive a 18.0% discount on all above products, their accessories and options.Current as of: February 28th, 2013APPENDIX BTO RESELLER AGREEMENTTERRITORIESThe geographic area(s) below comprise the “Territory” in which Reseller is permitted to distribute the “Products” (as that term is set forth at Appendix A to the Reseller Agreement). NON Exclusivity. All Territory assigned to Reseller is done so on a non-exclusive basis during the terms of the agreement.Definition of Territory. The Territory that Reseller is permitted to operate in includes the following: Sales via Internet shop on Operating outside the Territory. Reseller is specifically prohibited from selling Products into any Territory not granted above without written permission from manufacturer.Current as of: March 8th, 2013APPENDIX CTO RESELLER AGREEMENT Marketing and PROMOTION COMMITTMENTSThe following promotion commitments comprise the Reseller’s commitment to promote the Product (as set forth in Appendix A to the Reseller Agreement) at Reseller’s sole cost and responsibility unless specifically indicated otherwise:Website. Reseller will promote the Product on Reseller’s website within 30 days of the execution of the Reseller Agreement and will include informational materials for the Products. Reseller will update this online information no less than annually or immediately upon notice by Company of necessary changes due to availability or product changes.Current as of: March 08th, 2013 ................
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