United States Authorized Retailer

UNITED STATES AUTHORIZED RETAILER AGREEMENT
Product Procured directly through Warehouse Distributor
This Authorized Retailer Agreement (“Agreement”) is effective 2008, by and between Roll-N-Lock Corporation, a Florida corporation with a principal place of business at 915 South Dixie Highway E., Pompano Beach, Florida, 33060 (“RNL”), and the Authorized Retailer which has executed this Agreement (“Retailer”). RNL and the Retailer are each sometimes referred to herein as a “party” or collectively as the “parties.” The parties agree as follows:

1. Definitions.
(a) Products: The (“Product(s)”) shall mean the product(s) set forth in Schedule A of this Agreement as amended from time to time by RNL.
(b) Territory: The United States shall be the territory of this Agreement (the “Territory”). The Retailer acknowledges that any sale of Products outside the Territory is prohibited under this Agreement, and constitutes a material breach of this Agreement, allowing RNL to terminate this Agreement within its sole discretion.
(c) End-User: An (“End-User”) is any purchaser of the Product(s) from the Retailer who is the ultimate consumer for whom the Product is designed and who does not intend to resell the Product to a third party.

2. Appointment. RNL hereby appoints the Retailer, through the Retailer’s Agent(s) and the Retailer accepts the non-exclusive right to act upon the terms and conditions set forth in this Agreement as a Retailer of RNL Products at the location(s) as set forth on Schedule B to this Agreement within the Territory (the “Retailer Location”) only to End Users.

3. Term. The term of this Agreement (the “Term”) shall be for one (1) year beginning as of the date of execution by RNL and shall be automatically renewable for successive one (1) year terms unless otherwise earlier terminated as provided in Section 8 below.

4. Internet Advertising and Sales. Without the separate execution of the Roll-N-Lock® Authorized Internet Retailer Addendum by the parties, the Retailer is expressly prohibited from advertising and/or selling any RNL Products on the Internet.

5. Terms of Sale.
(a) The Retailer shall at all times during the Term diligently promote the sale of and stimulate and increase interest in the Products. In particular, and without limiting the generality of the foregoing, the Retailer shall:
(i) Promote the Products in accordance with the advertising and promotional initiatives introduced by RNL;
(ii) Maintain a staff capable of promoting, demonstrating, and selling (with appropriate licenses and certifications as necessary) RNL products in accordance with the highest standards, including up-to-date technical expertise to ensure proper equipment compatibility and achieve customer satisfaction.
(iii) At no time engage in “bait and switch” or any other unfair or deceptive trade practices with respect to the Products, or make false or misleading representations with regard to RNL or the Products;
(iv) At no time make any representations to consumers or any other party with respect to RNL product specifications or features, except such as may be approved in writing or published by RNL;
(v) If the Retailer pays sales personnel a sales commission on the sale of products that compete with the Products, Retailer shall pay to sales personnel sales commissions on the Products in an amount sufficient to encourage sale of the Products.

6. No Agency. Retailer is not an agent, representative or employee of RNL for any purpose.

7. Warranty and Indemnity; Limitations of Liability.
(a) The Retailer shall make no warranties or guaranties with respect to the Products or the use thereof except as may from time to time be authorized in writing by RNL. Sales shall be made under the RNL warranty as in effect at the time, which shall be provided to purchasers at retail from the Retailer. Warranty cards or similar materials provided by RNL shall be furnished by the Retailer to each End-User. The Retailer agrees to comply at all times with the requirements of the so-called Federal Consumer Products Warranties Act (Title I of the Magnuson-Moss Warranty—Federal Trade Commission Improvement Act), and to take all actions that RNL may from time to time request for the purpose of compliance with such law.
(b) The liability of RNL, if any, for damages for any claim of any kind whatsoever and regardless of the legal basis for such claim, with regard to any order placed by the Retailer, regardless of the delivery or non-delivery of such Products, or with respect to the Products covered thereby, shall not be greater than the actual purchase price of the Products paid by the Retailer with respect to which such claim is made. Under no circumstances shall RNL be liable to the Retailer for compensation, reimbursement or damages on account of the loss of present or prospective profits, expenditures, investments or commitments, whether made in the establishment, development or maintenance of business reputation or goodwill or for any other reason whatsoever, and in no event shall RNL be liable to the Retailer for special, incidental, punitive or consequential damages. No shareholder, officer, director, employee or other principals, agents, or representatives (hereinafter the “Affiliates”), whether disclosed or undisclosed, of RNL shall be personally liable to Retailer.
(c) RNL shall have no obligation to the Retailer or to any other party with respect to any action or claim of infringement which is based upon or arises out of the use of any Product, or any part thereof: (i) in a manner for which it was not intended; (ii) in a modified form without the express written permission of RNL; or (iii) in combination with any other system, equipment or devices not contemplated by the applicable model specifications. Retailer shall not be entitled to indemnification by RNL for product infringement unless Retailer: (i) gives RNL prompt written notice of any action or threat of action, the ground for such action and all prior claims relating to any actual or threatened action; (ii) acknowledges in writing that RNL will have the sole control of the defense of the action and all negotiations for its settlement or compromise; and (iii) fully and completely cooperates with RNL in all respects (and at RNL’s cost and expense) in its defense of the action and all negotiations for its settlement or compromise to third parties. The foregoing indemnification shall not apply to any claim of patent or copyright infringement based upon the use of any part, component or other device furnished or supplied by Retailer. IN NO EVENT SHALL RNL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RELATING TO ANY RNL PRODUCT. (d) If any Product, or any part thereof, supplied by RNL hereunder, becomes, or in RNL’s opinion is likely to become, the subject of a claim of infringement of a United States or foreign patent, trademark or copyright, Retailer shall permit RNL, in RNL’s sole discretion and at RNL’s sole expense (i) to procure for Retailer the right to continue using and selling the Product upon terms and conditions satisfactory to RNL and the third party claimant; (ii) to replace or modify the Product so that it becomes non-infringing; or (iii) grant the Distributor a credit for such Product as depreciated and accept its return. The depreciation shall be an equal amount per year over the lifetime of the goods as established by the manufacturer.
(e) Retailer agrees to indemnify, defend and hold harmless RNL, its employees, officers, directors, shareholders, agents, servants, successors and permitted assigns from all claims and causes of action and related costs and expenses (including attorneys’ fees) arising from: (i) the failure of Retailer to comply with any terms of this Agreement; or (ii) any act or failure to act by Retailer, or by any of its agents or employees. (f) EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS SECTION 7, RNL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO RNL PRODUCTS SOLD TO THE RETAILER, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. Termination. This Agreement may be terminated by either party, without cause, by giving written notice to the other, with termination to become effective the date of receipt of such notice, unless a later date is specified in such notice.

9. Rights and Obligations After Termination. Upon termination of the Agreement (including termination by reason of the expiration of the Term):
(a) All of the Retailer’s obligations under this Agreement shall continue with respect to Products then owned or possessed by the Retailer, or thereafter delivered to the Retailer;
(b) After termination, the Retailer shall discontinue using the RNL trademarks, shall no longer represent to others or hold itself out to others as an authorized RNL Retailer and, further, shall comply with the provisions of Section 5 (d) regarding avoiding unfair or deceptive trade practices. Retailer shall return to RNL all advertising and promotional materials and discontinue all advertising and promotion of the Products within ten (10) days following the effective date of termination.

10. Amendment of Schedules. RNL may amend any schedule in this Agreement by written notice to the Retailer, and any such amendment shall become effective immediately upon receipt of such notice.

11. Assignment. This Agreement, and the Retailer’s rights and obligations hereunder, shall not be assigned in whole or in part by the Retailer, and any such attempted assignment shall be void and of no effect. RNL reserves the right to assign all or any part of this Agreement and its rights and obligations hereunder upon notice to the Retailer (but without the Retailer’s consent). Any change in equity ownership of the Retailer which results in the current owners of the Retailer no longer owning a majority of the outstanding equity interests in the Retailer shall be deemed an assignment by Retailer of this Agreement.

12. Product Changes by RNL. RNL reserves the right at any time to discontinue the production, sale or distribution of any of its Products, to change the design of its Products and any parts thereof, and to change its service, warranty or other policies without advance notice or obligation to the Retailer of any kind whatsoever. Retailer agrees that it shall have no claim against RNL or any of its Affiliates for failure to furnish such Products, whether or not such Products are of a model, design or type previously sold.

13. Notices. Any and all notices permitted or required to be made under this Agreement shall be in writing, signed by the party giving such notice, and shall be deemed to have been delivered if delivered personally or sent by registered or certified mail, facsimile, or nationally recognized overnight courier to the other party at its address set forth in this Agreement. The date of personal delivery or the date of mailing, as the case may be, shall be the date of such notice.

14. Retailer Use of RNL’s Intellectual Property.
(a) Retailer shall follow RNL instructions in Schedule C headed “Using Roll-N-Lock Corporation Trademarks and Service Marks” for using and displaying RNL trademarks, trade names and service marks, including use and display in advertisements.
(b) Except for resale of RNL Products under the RNL trade names and trademarks as provided herein, Retailer is expressly prohibited from conducting business under or otherwise using the RNL trade names or trademarks (or any name or mark confusingly similar thereto).
(c) During the Term of this Agreement, Retailer may use RNL’s copyrighted images, text, and video available at the RNL website (www.rollnlock.com) in its advertising, but may not sublicense such right to any other party.

15. Unilateral Policy. Retailer acknowledges that Retailer has been informed of the policy set forth in RNL’s “Unilateral Policy.” There is no agreement, express or implied, involving RNL, Retailer or any other person with respect to the right of RNL to select other Jobbers or the price at which Retailer resells RNL products. Retailer acknowledges that no officer, employee, representative or
other agent of RNL has any authority to enter into any agreement or understanding respecting the price at which Retailer resells RNL products or to coerce Retailer or RNL to enter into any such agreement or understanding. If any officer, employee, representative or other agent of RNL tries to coerce Retailer to agree to the price at which Retailer resells RNL products, Retailer shall promptly contact RNL in Pompano Beach, Florida via facsimile (954) 943-3675.

16. Release and Limitations on Future Claims. In consideration of the mutual execution of this Agreement, the Retailer agrees to hereby release RNL from all manner of action and actions, cause and causes of action, suits, contracts, controversies, damages, claims and demands whatsoever, known or unknown, in law or in equity, whether under laws and regulations of federal, state or municipal governments, under the common law or otherwise, which Retailer or its respective successors or assigns ever had, now have or which they or any of them hereafter can, shall or may have against RNL by reason of any matter, cause or thing whatsoever from the beginning of time until the date hereof.

17. Miscellaneous.
(a) In the event of any conflict between the terms of this Agreement and the standard terms of any RNL sales contract or acknowledgment used in connection with any individual sale hereunder, the terms of this Agreement shall control unless otherwise expressly agreed to (b) Titles or captions contained in this Agreement are inserted only for convenient reference, and in no way define, limit or describe the scope or intent of this Agreement or any provision hereof.
(c) Failure to enforce any rights hereunder, irrespective of the length of time for which such failure continues, shall not constitute a waiver of those or any other rights.
(d) This Agreement and the rights and obligations of the parties hereunder shall be governed by and interpreted, construed and enforced in accordance with the internal, substantive laws of the State of Florida (without regard to conflict of laws principles). Any and all suits in law or in equity or other judicial proceeding for any and every breach or for the enforcement of this Agreement or any provision therein, shall be instituted and maintained only in the Florida state courts of competent jurisdiction located in Florida, or if a party is entitled to federal jurisdiction, then such proceeding shall be brought in the appropriate Federal District Court for State of Florida. The parties hereto waive their rights to bring an action in another venue and forfeit their right to oppose a motion to transfer if such action is brought in another venue.
(e) Except as provided in Section 10, any addition to or modification of this Agreement shall not be binding unless in writing and signed by both parties.
(f) Should any part or portion of this Agreement or any provision thereof be held invalid, illegal, void or unenforceable, the remainder of this Agreement or the application of such provision shall not be affected thereby and each provision of this Agreement shall be valid and enforced to the fullest extent permitted by law, provided the basic purpose of this Agreement and the benefits to the parties are not substantially impaired.
(g) This Agreement, together with its Schedules, constitutes the full and complete agreement of the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof.
(h) This Agreement may be executed in multiple counterparts, each of which shall constitute an original for all purposes and all of which shall constitute one and the same instrument.
(i) The person signing on behalf of a party represents that such person has authority to bind such party. writing by the Retailer and RNL at the time of such individual sale.

SCHEDULE A
PRODUCT LIST
Roll-N-Lock ® M-Series retractable bed cover
Roll-N-Lock ® E-Series electric retractable bed cover
Cargo Manager ® positionable bed divider

SCHEDULE B
AUTHORIZED RETAILER LOCATION(S)
PLEASE PROVIDE NAME, ADDRESS, PHONE, FAX, E-MAIL, AND WEBSITE(S)

SCHEDULE C
USING ROLL-N-LOCK CORPORATION’S TRADEMARKS AND SERVICE MARKS
Trademarks and service marks are the distinctive words, symbols or designs used to identify RNL goods or services and which distinguish our products and services from others. As a RNL Authorized Retailer, you will benefit from the fame and inherent value signified by the RNL brand name and our various product trademarks. In addition to being under agreement to use RNL trademarks properly, it is in your best interest to assist in protecting the RNL marks by using them properly in all advertising and promotional materials. The following guidelines must be followed when using all trademarks owned by RNL. These guidelines are in addition to those provided for print advertising of a particular product:
• The marks must be reproduced exactly from camera ready artwork provided by RNL.
• If the RNL logo appears on the Retailer’s stationery or business cards, the words “Authorized Retailer” must follow it. This can be accomplished by using the “Roll-N-Lock Authorized Retailer” artwork provided by RNL.
• There must be no confusion with which entity the customer is dealing. The Retailer’s name must be the most prominent name on the page. The RNL logo may not be the only source identifier on the page. The RNL logo trademark may not appear at the top of the page.
• The RNL logo trademark must not be used in combination with another company mark in such a manner that the marks appear to be joined or associated in any way. Ample space must appear between the two marks to distinguish them as separate entities.
• The RNL logo trademark, or any RNL product mark may not be used in a way that will dilute or diminish its value to RNL, such as on others’ goods or in any non-approved form.
• Any use of any RNL mark on a web page must adhere to these guidelines.
• A superscript indicating a registered trademark (®) or trademark (™) or service mark (SM) symbol must appear next to all marks in all printed literature. It is critical to adhere to these regulations, as this helps ensure proper legal protection and helps prevent infringement of these legal rights. Please check with your RNL representative for proper trademark superscript designation.
• The registered trademark (®) or trademark (™) or service mark (SM) symbol must appear as a superscript following the appropriate mark on the first most prominent use on each page of a piece. All marks must be capitalized, italicized, or bolded or otherwise treated with prominence.
• Any use of a RNL trademark which is not addressed in the guidelines set forth herein, must be approved by RNL prior to its use. Submittals for approval should be faxed to the attention of your RNL representative.

In accordance with the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq. (“ESIGN”) and the California Uniform Electronic Transactions Act, Cal. Civ. Code §§ 1633.1 – 1633.17 (“UETA”), the parties hereby agree to execute this Agreement using electronic means including the use of electronic signatures by the parties, which the parties agree shall have the full force and legal effect as if the electronic signatures were traditional hand-written signatures. The Dealer acknowledges that it has the ability to retain this Agreement either by printing or saving it.

Each signatory agrees that he or she has been authorized and has the authority to enter into the Agreement with an electronic signature on behalf of the applicable party and intends to sign this Agreement by applying his or her electronic signature as indicated.