Patmont Motor Werks Dealer License Agreement
Patmont Motor Werks Inc., A Nevada Corporation (hereinafter referred to as "PMW"), wishes to appoint
(hereinafter referred to as "Dealer") as one of its Factory Authorized Dealers, and Dealer is desirous of becoming a Factory Authorized Dealer of PMW.
Therefore it is agreed:
1. Dealer represents that he, she or it has the authority and capacity to enter this agreement and once executed, agrees to all terms and conditions. Dealer affirmatively represents that all of the representations in this application for Dealership previously submitted to PMW are true and correct.
2. Dealer agrees to abide by the following quality and safety standards prescribed by PMW:
A. The consumer safety standards inherent in the design and intended use of each PMW product are maintained; and
B. The high quality of engineering and integrity of design found in each PMW Product is maintained; and
C. The efficient servicing and repair of PMW Products, regardless of where such products were originally purchased. Dealer to provide an ample supply and a high quality of replacement and warranty parts for those products. Only PMW/Go-Ped OEM replacement parts may be used for repair and warranty service; and
D. A high level of customer satisfaction in the use and sale of PMW Products is maintained; and
E. A high level of quality behavior is used while representing resale of PMW Products.
F. Dealer is to submit to PMW, for prior review and approval, any advertisement for the sale of PMW Products to be used in any media whatsoever. Dealer further agrees not to display, advertise or promote the use of, either directly or indirectly, any PMW Product in an unsafe orpotentially harmful manner.
G. Dealer agrees never, either expressly or implicitly, to advertise or promote in writing or otherwise, the misuse of any PMW Product.
H. Dealer agrees to provide each customer with the safety tags for any PMW Product, and warnings which accompany such products, the safety brochure, product registration, owner's instruction manual, promotional and instructional materials accompanying such products, and agrees never to remove or cover the safety warnings placed on the product by the factory, and agrees never to remove or cover maker's plate from any PMW Product. Dealer shall advise customer as to the appropriate oil to gas ratios recommended by the engine manufacturer and PMW.
I. Dealer agrees to cooperate in any program of consumer education specified by PMW, including using software and videotapes provided by PMW to educate the consumer as to inherent risks in the use of the product, and including software intended to shift liability from PMW and Dealer to the ultimate consumer.
J. Dealer agrees that to modify or alter any PMW Product without the express written consent of PMW voids all warranties, expressed or implied, and is done at Dealer's own risk.
3. Dealer agrees to maintain a storefront location and repair facilities for the sale and maintenance of PMW products, subject to inspection by PMW at reasonable times.
4. The term of this agreement shall begin on date of execution and expire 2 years after, unless terminated earlier as described in Section 7 of this Agreement.
5. Upon approval and execution of this agreement, Dealer is authorized to distribute and resell PMW Go-Ped®products throughout the life hereof. PMW will not introduce additional Dealers within an approximate five-mile driving distance of the address specified on the application for dealership unless in PMW's discretion (factoring in the size of the city and/or population density) the dealership herein granted will not provide optimum coverage, personnel, product, or service for that particular territory. Sale and/or distribution of non-motorized Go-Ped® products are excluded. Dealer shall notify PMW of any intended move of a dealership so that PMW can decide whether the new location will be an acceptable dealership location. It will be within PMW's sole discretion to determine that this new location will not interfere with other dealerships in the prospective area and that it meets other dealer requirements.
6. Upon meeting specific PMW dealership requirements, PMW will include Dealer's location and name on the www.goped.com website, and will direct inquiries to authorized Dealers. Dealer agrees to the terms of the Intellectual Property License Agreement provided herewith as Exhibit "A," and compliance with said agreement is a material condition of this Dealership Agreement.
By CHECKING HERE
Dealer acknowledges that he/she has read said License Agreement, understands its terms, and is in agreement with it.
A. PMW distributes and sells its products only to customers directly or through authorized dealers that are bound by the PMW Dealer Agreement. Any and all products sold by or through an unauthorized dealer, retailer, distributor or reseller voids the factory warranty to the buyer and/or end user.
B. Dealer agrees to have purchaser of every motorized PMW Product sold, fill out completely and sign the warranty registration form in triplicate or execute the electronic form. One copy to be given to purchaser, one copy retained for Dealer's records, original signed warranty registration form is to be returned to PMW. If Dealer uses its own website, then Dealer is required to include Online Warranty Registration of Go-Ped® products for every sale of Go-Ped® products. Warranty credits granted to Dealer by the PMW Warranty Department must be used by Dealer within 6 months from the date of receipt.
C.
BY CHECKING HERE
* and by execution of this Agreement, Dealer acknowledges and agrees with PMW's Minimum Advertised Pricing Policy guidelines provided herewith as Exhibit "B" to this Agreement.
D. An initial stocking order for products in the amount of $6,000.00 is required for new Dealers.
E. All Dealers are required to order a minimum of $12,000.00 in PMW product each year with at least $3,000.00 of those purchases placed each quarter.
F. Dealers may only sell directly to consumers or to other Authorized Dealers according to the Dealer Agreement executed by Dealer and PMW. Sale of PMW products to unauthorized dealers, resellers, retailers or distributors is not permitted under this Agreement.
G. PMW Authorized Dealers may not sell PMW products on any Internet auction site or any other unauthorized Internet site.
H. If Dealer decides to sell his dealership, Dealer must notify PMW prior to the change in ownership and may not guarantee to the new owner that his or her dealership will be acceptable to PMW. The new owner must apply for a dealership and meet PMW dealer requirements before being approved as an authorized dealer. This approval is at the discretion of the PMW Sales Department.
I. In accordance with safety and warranty concerns and PMW Intellectual Property guidelines, PMW scooter "kits," specifically the Super Sport Homebuilder Kits, are for re-sale to consumers only and may not be used by Dealer to assemble "customized" scooters.
J. Scooter kits or other scooter products may not be modified with any non-PMW approved parts of after-market products (including non- PMW supplied engines). .
7. This agreement will terminate upon the following specified events:
A. 2 years after date of execution, if not renewed by both parties.
B. Upon violation of any one of the CONDITIONS hereof, or, upon violation of any of the conditions of the Intellectual Property License Agreement which is co-terminus herewith.
C. Upon declaration of bankruptcy of Dealer.
8. All notices to be given under this agreement shall be given as follows:
To PMW:
P.O. Box 1209
Minden, NV 89423
To Dealer:
9. ARBITRATION
BY CHECKING HERE
DEALER ACKNOWLEGES THAT BY AGREEING TO ARBITRATION DEALER IS WAIVING THE RIGHT TO JURY TRIAL. DEALER HEREWITH SUBJECTS ITSELF TO ARBITRATION IN A JURISDICTION FOREIGN TO ITS PLACE OF BUSINESS, WAIVES THERIGHT TO FILE SUIT IN A COURT OF LAW, AND WAIVES THE RIGHT TO EVIDENTIARY AND CONSTITUTIONAL PROTECTIONS WHICH ACCOMPANY A JURY TRIAL.
10. BREACH OF AGREEMENT
SHOULD EITHER PARTY TO THIS AGREEMENT CLAIM BREACH OF SAME, OR ANY DISPUTE SHOULD ARISE AS TO THE VALIDITY, EFFECT OR ENFORCEMENT OF THIS AGREEMENT, ANY CLAIM FOR PERSONAL INJURY SUFFERED BY THE DEALER, ITS AGENTS OR ASSIGNS, OR SHOULD DEALER CHALLENGE THE VALIDITY OF ANY OF THE IPS, USE OF WHICH IS CONTEMPLATED BY THIS AGREEMENT, THEN THE SAME SHALL BE SUBMITTED FOR BINDING ARBITRATION. ARBITRATION SHALL TAKE PLACE IN RENO, NEVADA, ACCORDING TO THE ARBITRATION PROVISIONS FOUND IN THE CIVIL CODE AND CODE OF CIVIL PROCEDURE (REVISED NEVADA STATUTES). THE PREVAILING PARTY TO SUCH ARBITRATION SHALL BE ENTITLED TO AN AWARD OF ALL COSTS AND ATTORNEY'S FEES. NOTHING HEREIN SHALL DISENFRANCHISE PMW FROM THE RIGHTS AND REMEDIES PROVIDED BY THE FEDERAL TRADEMARK, PATENT, AND COPYRIGHT ACTS, HOWEVER, INCLUDING THE RIGHT TO PETITION THE FEDERAL DISTRICT COURT FOR THE NORTHERN DISTRICT OF NEVADA, OR ANY OTHER APPROPRIATE FEDERAL COURT, FOR A TEMPORARY RESTRAINING ORDER, PRELIMINARY INJUNCTION, AND PERMANENT INJUNCTION TO PREVENT INFRINGEMENT OF ANY OF THE IPS HEREIN CONVEYED. VENUE SHALL BE IN THE FEDERAL DISTRICT COURT FOR THE NORTHERN DISTRICT OF NEVADA. ARBITRATION SHALL BE CONDUCTED PURSUANT THE ARBITRATION PROVISIONS OF THE CIVIL CODE AND CODE OF CIVIL PROCEDURE OF THE STATE OF NEVADA. SHOULD PMW BE CONSTRAINED TO BRING A MOTION TO COMPEL ARBITRATION, DEALER SHALL BE CHARGED FOR ALL COSTS AND ATTORNEY'S FEES SUSTAINED IN CONNECTION WITH SUCH PROCEEDING.
11. This agreement may not be transferred, assigned or otherwise conveyed to other parties except with the express written consent of PMW.
12. Dealer acknowledges that it is not an agent of PMW, and it is not the intent of this agreement to create an agency relationship. Dealer acknowledges that PMW Products are freely traded, and PMW has not conditioned the grant of this agreement in any manner, shape, or form, on any retail price maintenance. PMW and Dealer reserve the right to charge whatever price for its products it wishes to charge, and both reserve the right to market its products directly to the consumer at any time (subject to the terms of PMW's Advertised Price Policy).
13. This agreement may be executed on paper or signed electronically over the Internet by PMW and Dealer.
EXHIBIT A
PATMONT MOTOR WERKS, INC., A NEVADA CORPORATION
DOMESTIC DEALER LICENSE AGREEMENT
This Trademark License (the "License") is entered into between Patmont Motor Werks, Inc., A Nevada Corporation ("PMW" or "Licensor") and Dealer ("Licensee") and is agreed to upon Dealer's execution of the PMW Domestic Dealer Agreement.
Preliminary Recitals
A. Licensor is the originator, inventor, proprietor and owner of certain federally registered and common law trademarks ("PMW Trademarks"), a list of which is attached to this Agreement and incorporated herein. These trademarks include the trademark "GO-PED®", and each represent valuable goodwill owned by Licensor. Licensor has expended and will continue to expend substantial resources to promote and protect the PMW Trademarks.
B. Licensee desires to use the PMW Trademarks and benefit from the goodwill associated with said marks in connection with the distribution and marketing of PMW's products, in internet domain names, on internet websites, as key words or meta tags associated with such web sites.
C. Licensor is willing to grant to Licensee the right to use the PMW Trademarks in connection with such products and in the manner described above and as described in the executed Domestic Dealer Agreement incorporated herein.
Agreement
NOW THEREFORE, in consideration of the above promises and the mutual promises and covenants herein contained and contained in the executed Domestic Dealer Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by both parties, the parties hereto agree as follows:
1.0 DEFINITIONS
1.1 "PMW Trademarks" means the "GO-PED®" trademark and logo by convention and all other trademarks attached hereto.
1.2 "Term" means the term of this License as specified in Section 7.1.
1.3 "Territory" means the geographic territory in which this License is applicable, which is worldwide.
2.0 LICENSE GRANTED
2.1 License Grant. Subject to the terms and conditions of this License, Licensor grants to Licensee a worldwide, non-exclusive, non-transferable, royalty bearing, personal license to:
a. PMW Trademarks: use the PMW Trademark "GO-PED®" as part of internet uniform resource locators, internet domain name(s), on internet website(s), or as key words or meta tags associated with such internet website(s);
b. Licensee is granted no other right, title, interest in or license to the PMW Trademarks "GO-PED®", or any other trademark owned by Licensor for any purpose, and is specifically granted no right to sublicense the PMW Trademarks(s), or any of them, or any of Licensor's other trademarks.
c. Licensee's right to use "GO-PED ," or any other trademark owned by Licensor is limited to marketing "GO-PED " products and aftermarket "GO-PED " parts.
d. Licensee acknowledges the presumptive validity and scope of each of the PMW Trademarks.
2.2 Ownership of PMW Trademark(s). Licensee acknowledges and agrees that Licensor is the sole owner worldwide of the PMW Trademark(s) and all associated goodwill. Licensee shall not: (i) do anything that might harm the reputation or goodwill of the PMW Trademark(s), or any other trademark containing the term "GO-PED®," or any mark or logo substantially similar thereto; (ii) take any action inconsistent with Licensor's ownership of the PMW Trademark "GO-PED®" or any mark or logo substantially similar thereto; or (iii) challenge Licensor's rights in or attempt to register the PMW Trademark GO-PED®" or any mark or logo substantially similar thereto. Licensee's use of the PMW Trademark(s) inures solely to Licensor's benefit. If at any time, Licensee acquires any rights in, or trademark registrations or applications for any PMW Trademarks by operation of law or otherwise, in any country or jurisdiction, Licensee will immediately notify Licensor and, upon request by Licensor, and at no expense to Licensor, assign such rights, registrations, or applications to Licensor, along with any and all associated goodwill.
2.3 Further Assurances. Licensee shall assist Licensor to the extent reasonably necessary to protect and maintain the PMW Trademark(s) worldwide, including, but not limited to, giving prompt notice to Licensor of any known or potential infringement of the PMW Trademark(s), and cooperating with Licensor in preparing and executing any documents necessary to register the PMW Trademark(s), or to record this trademark license, or any other document concerning the license grant, as may be required by the laws or rules of any country or jurisdiction. In its sole discretion, Licensor may commence, prosecute or defend any action or claim concerning the PMW Trademark(s). Licensor shall have the right to control any such litigation, and Licensee shall fully cooperate with Licensor in any such litigation, including the satisfaction of procedural requirements necessary to bring such litigation in a particular country or jurisdiction. Licensor shall reimburse Licensee for the reasonable costs associated with providing such assistance, except to the extent that any such costs result from Licensee's breach of this License. Licensee shall not commence any action regarding the PMW Trademark(s) without Licensor's prior written consent which Licensor may withhold in its sole discretion.
2.4 Reputation and Industry Standards. Licensee shall maintain the quality of the internet websites on which it uses the PMW Trademark "GO-PED®" and any other PMW trademarks, and use such trademarks in a manner consistent with all terms, conditions and requirements set forth in this License and at a level that meets or exceeds Licensee's overall reputation for quality and that is at least commensurate with industry standards, and in such a manner so as to promote the safe use of each PMW product and to maintain public awareness of the proprietary nature of such intellectual properties.
2.5 PMW Trademark(s) Usage, Location and Attribution.
a. Usage. Licensee shall use the PMW Trademarks only in the exact forms provided by Licensor, and only in accordance with the guidelines provided in this Section 2.5. Whenever Licensee displays any PMW Trademarks, Licensee shall display them accompanied by the appropriate "TM" or ® symbol; and not in combination with any other name, mark or logo.
b. Attribution. Licensee shall legibly display the following trademark legend on all locations where Licensee displays any PMW Trademarks: "GO-PED®, and all GO-PED®-based trademarks and logos, are trademarks or registered trademarks of Patmont Motor Werks, Inc., A Nevada Corporation. All Rights Reserved."
c. Licensee agrees not to use PMW Trademarks in any business or store name, in any URL, e-mail address, as any key word designation, on any internet server, in any search engine, website, web pages, meta tags, online auction, banner ad, hidden code or in any manner, shape or form that would use any of the Licensor's Intellectual Property (including trademarks, copyrights, patents or trade dress) to direct business to other vendors of non-PMW manufactured products. Specifically and in further accordance with this provision, Licensee shall not sell non-PMW manufactured products (or non-PMW approved aftermarket products or engines) in a store or on an Internet site using any PMW trademarks either in the name of the store or business or in the domain name/url of any such website. Licensee agrees to report in writing to the Licensor within ten (10) days of receipt of knowledge thereof, any unauthorized use of such marks by any third party not privy to this agreement.
d. Licensee will not sell products, which contributorily infringe or directly infringe on Patmont Motor Werks patents, trademarks or copyrights or copy the trade dress of any of the Licensor's products.
e. Dealer is limited to maintaining one Go-Ped only site and shall make PMW aware of the url and contact information for this site. Dealer shall have the physical location address and contact phone number of their dealership available on their Go-Ped dealer site and shall immediately notify PMW of any changes to site location, contact information, or site/company name change. This site shall contain Go-Ped products only (notwithstanding approved aftermarket products), in accordance with Section 2.5 (c) of this Agreement. Dealer may have more than one Go-Ped authorized site only with the express written permission of the PMW Director of Sales.
2.6 Internet Protocols. To remain a factory authorized Licensee in good standing with PMW, the following Internet standards and Practices must be followed. Failure to abide by these Standards and Practices may result in suspension of delivery of product to a Licensee until the problem is resolved:
a. All images, logos, text formats developed by an Internet based Go-Ped Licensee are the intellectual property of that Licensee and may not be copied without permission.
b. Customer service information such as Frequently Asked Questions pages may not be copied without permission of the Dealer. If you wish to reference the information on another Licensee's website, first obtain his/her permission and then insert a hypertext link to their site. Do not copy the contents of the page(s) you wish to reference.
c. Reference material copied from another Licensee's website may not be used on a non-commercial site, which is clearly affiliated with a specific commercial Licensee.
2.7 PMW Web Site. The following are guidelines for use of material from the PMW factory website (www.goped.com):
1. Images may be freely downloaded for use on the websites of factory-authorized Licensees.
2. Logos may be freely downloaded for use on the websites of factory-authorized Licensees.
3. Text may be freely downloaded for use on the websites of factory-authorized Licensees.
4. PMW requires that all of our Licensees conduct their business according to the highest ethical standards in order to foster the sense of teamwork and personal responsibility that characterizes the Go-Ped community.
3.0 ROYALTY PAYMENTS
Within ten business (10) days after the Effective Date, and within each anniversary of the Effective Date of this License, Licensee shall pay Licensor the amount of One Dollar ($1.00) as a non-refundable license fee.
4.0 DISCLAIMER OF WARRANTY
Licensor licenses the PMW Trademark(s) to Licensee on an "AS IS" basis. LICENSOR MAKES NO WARRANTIES OF ANY KIND RESPECTING THE PMW TRADEMARKS, INCLUDING THE VALIDITY OF LICENSOR'S RIGHTS IN THE PMW TRADEMARK "GO-PED®" IN ANY COUNTRY OR JURISDICTION, AND ALL REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THE PMW TRADEMARKS ARE HEREBY DISCLAIMED.
5.0 LIMITED INDEMNITY
5.1 In the event Licensee receives a claim of infringement with respect to any PMW Trademarks in any country or jurisdiction, Licensor shall at its election, and as Licensee's sole and exclusive remedy, either: (i) release Licensee from further obligation to include the applicable PMW Trademarks on Products distributed in such country or jurisdiction until such claim is satisfactorily resolved, or (ii) defend Licensee with respect to such claim and pay all damages awarded by a court of competent jurisdiction, or such settlement amount negotiated by Licensor, attributable to such claim, provided that in either instance Licensee: (a) provides notice of the claim promptly to Licensor; (b) gives Licensor sole control of the defense and settlement of the claim; (c) provides to Licensor, at Licensor's expense, all available information, assistance and authority to defend; and (d) has not compromised or settled such proceeding without Licensor's prior written consent.
5.2 THIS SECTION 5 STATES THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS RELATED TO LICENSOR'S TRADEMARK(S). LICENSOR SHALL HAVE NO OTHER LIABILITY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY AS A RESULT OF USE, LICENSE, OR DISTRIBUTION OF PRODUCTS BEARING LICENSOR'S TRADEMARK(S).
6.0 LIMITATION OF LIABILITY
a. Each party's liability to the other for claims relating to this License, whether for breach or in tort, shall be limited to the license fees paid by Licensee under this Agreement during the term in which the action is brought.
b. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS LICENSE (INCLUDING LOSS OF PROFITS, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), NO MATTER WHAT THEORY OF LIABILITY; EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES. FURTHER, LIABILITY FOR SUCH DAMAGE SHALL BE EXCLUDED, EVEN IF THE EXCLUSIVE REMEDIES PROVIDED FOR IN THIS LICENSE FAIL OF THEIR ESSENTIAL PURPOSE. The provisions of this Section 6.0 allocate the risks under this License between Licensor and Licensee and the parties have relied upon the limitations set forth herein in determining whether to enter into this License.
7.0 TERMS AND TERMINATION.
7.1 Term. This License shall begin on the effective Date of the Domestic Dealer Agreement and shall expire and/or be renewed in accordance with the terms of the Domestic Dealer Agreement. Termination is permitted for breach of this License upon violation of any one of the conditions hereof, upon violation of the Domestic Dealer Agreement which is co-terminus herewith, or upon declaration of bankruptcy of Licensee.
7.2 Effect of Termination. Upon termination of this License, Licensee shall promptly cease use, display and distribution of all Products and materials, or rendering of all Services, containing the PMW Trademark "GO-PED®", shall remove all PMW Trademark(s) from its internet website(s), from the key words or meta tags associated with such internet web sites, and shall request cancellation of any internet domain name that contains any PMW Trademark(s) or marks substantially similar thereto. All rights and licenses granted to Licensee under this License shall terminate upon such termination.
7.3 No Liability for Expiration or Lawful Termination. Neither party shall have the right to recover damages or to indemnification of any nature, whether by way of lost profits, expenditures for promotion, payment for goodwill or otherwise made in connection with the business contemplated by this License and by the Domestic Dealer Agreement, due to the expiration or permitted or lawful termination of this License. EACH PARTY WAIVES AND RELEASES THE OTHER FROM ANY CLAIM TO COMPENSATION OR INDEMNITY FOR TERMINATION OF THE BUSINESS RELATIONSHIP UNLESS TERMINATION IS IN MATERIAL BREACH OF THIS LICENSE.
7.4 No Waiver. The failure of either party to enforce any provision of this License, or any delay by any party in the enforcement of any right hereunder, shall not be deemed a waiver of that provision. The rights of Licensor under this Section 7.0 are in addition to any other rights and remedies permitted by law under this License.
8.0 MISCELLANEOUS
8.1 Notices. All notices required by this License shall be in writing and shall be delivered as stated in the Domestic Dealer Agreement.
8.2 Severability. If any provision of this License is held to be in violation of applicable law, void, or enforceable in any jurisdiction, then such provision is herewith waived or amended to the extent necessary for the License to be otherwise enforceable in such jurisdiction. However, if in Licensor's opinion deletion or amendment of any provisions of the License by operation of this paragraph unreasonably compromises the rights or increase the liabilities of Licensor, Licensor reserves the right to terminate the License.
8.3 Language. This License is in the English language only, which language shall be controlling in all respects, and all versions of this License in any other language shall be for accommodation only and shall not be binding on the parties to this License. All communications and notices made or given pursuant to this License, and all documentation and support to be provided, unless otherwise noted, shall be in the English language.
8.4 Governing Law. This License and Dealer Agreement is made under and shall be governed by and construed under the laws of the State of Nevada. The parties agree that any action shall be brought as stated and agreed to by both parties in the Domestic Dealer Agreement.
8.5 Assignment and Change in Control. This License may not be assigned or transferred by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed, except that Licensor may assign or transfer this License to a majority-owned subsidiary.
8.6 Construction. This License has been negotiated by Licensor and Licensee and by their respective counsel. This License will be fairly interpreted in accordance with its terms and without any strict construction in favor of or against either party.
8.7 Force Majeure. Neither party shall be liable to the other party for non-performance of this License, if the non-performance is caused by events or conditions beyond that party's control and the party makes all reasonable efforts to perform.
8.8 Complete Understanding. This License and the executed Domestic Dealer Agreement constitute and express the final, complete and exclusive agreement and understanding between the parties with respect to the PMW Trademark(s) and supersedes all previous communications, representations or agreements, whether written or oral, with respect thereto. This License may not be modified, amended, rescinded, canceled or waived, in whole or in part, except by a written instrument signed by the parties.
PMW Trademarks
1. Go-Ped®
2. Ped
3. Landsurfing
4. Liquimatic Go-Ped®
5. Sport Go-Ped®
6. Sport Ped®
7. Go-Quad®
8. Hoverboard®
9. Go-Gear®
10. Sno-Ped®
11. Tow-Ped®
12. X-Ped®
13. Grow-Ped®
14. Know-Ped®
15. Sat-Squatch®
16. Go-Kredit®
17. Go-Key®
18. Go-Dough®
19. Scootercross®
20. Flux Capacitor (Pending)
21. I-5 (Pending)
22. Go-CadE™ (Pending)
23. Golf-Ped
24. "WE MAKE TRANSPORTATION FUN"™
25. Geo-Ped
26. "FUN ON A STICK"™
27. Stealth Go-Ped
28. Glo-Ped
29. Bigfoot
31. Pedster
32. Gabe's World
32. GSR 40 Speed Racer™
33. GSR 40 TS Interceptor™
34. GOX-Ped™
36. Sport S25™
37. X25
EXHIBIT B
PATMONT MOTOR WERKS, INC., A NEVADA CORPORATION
MINIMUM ADVERTISED PRICE POLICY
It is the unilateral policy of Patmont Motor Werks, Inc., A Nevada Corporation, ("PMW") to announce a minimum advertised price ("MAP") on all PMW Go-Ped® products. We reserve the right to supply products only to those Dealers whose advertised prices for the products are at or above the minimum advertised price.
Each dealer shall be free to unilaterally establish its own resale prices and terms with respect to any PMW product. PMW and its employees shall have no authority to instruct any Dealer as to what its resale prices must be, and will not interfere with the Dealer's independent establishment of resale prices.
The terms of this PMW Advertised Price Policy shall be kept confidential as between PMW and Dealer. Changes to the products and/or the announced advertised price set forth below might be made from time to time at the sole discretion of PMW. It should be understood by all Dealers, that no PMW representative or employee has any authority to alter, discuss any complaint about this policy or to alter, interpret or modify the policy, deviate from or impose other stipulations on this policy.
This policy stipulates that the Dealer will not advertise or publish any price for a PMW product which represents more than a 15% discount from the current published list price on all products, except electric and push scooter models. Dealers will not advertise or publish any price for any PMW electric and push scooter models for more than 20% discount from the current published list price. Published retail (list) pricing is found on PMW's website, www.goped.com. This policy applies to advertised or published prices in any form of print media, catalogs, radio, TV or the Internet. Violations of this policy, including, but not limited to, lowering published or advertised prices by means of coupons, give-away incentives (including OEM parts), special discounts on products or shipping, or internet auction opening bids, may result in cancellation of authorized dealership status. |