1. Driven Steering Wheels, LLC hereby appoints the Dealer, as its non-exclusive representative for sales made in the United States. All international sales must be negotiated and approved beforehand due to exclusive dealers in some other countries.
2. Driven Steering Wheels, LLC shall (A) provide Dealer with sales and technical information regarding the products (B) inform Dealer from time to time of Driven Steering Wheels current prices and terms for its products and (C) supply Dealer with product literature at cost.
3. Dealer shall: (A) Diligently and faithfully obtain the maximum number of orders for products from customers; (B) conduct the Dealer’s business in a lawful manner; forward promptly to Driven Steering Wheels, all orders obtained by Dealer; (D) Promptly answer questions from customers or others interested in the products; (E) Not enter into any agreement that would be binding upon Driven Steering Wheels; (F) Not use the name Driven Steering Wheels as part of the Dealers trade or business name; (G) Pay all of the Dealers expenses, taxes, liability, and shipping; (H) hold Driven Steering Wheels harmless from any mismanagement on the Dealers part; and, (I) seek to solicit orders from financially responsible customers.
4. Dealer shall submit to Driven Steering Wheels, LLC copies of all advertising and other promotional materials used by the Dealer, which relate to the products. Dealer must obtain written permission to use such material, prior to actually using it. Dealer shall not make any representations, claims, or warranties regarding the products other than those authorized in writing by Driven Steering Wheels. All product trademarks belong to Driven Steering Wheels LLC and dealer shall not acquire any rights therein by virtue of their use.
5. Driven Steering Wheels, LLC reserves the right to change its prices at any time upon 30 day notice. All orders shall be subject to Driven Steering Wheels, LLC acceptance, which Driven Steering may or may not give according to is sole discretion. Driven Steering Wheels LLC may at any time change or discontinue any or all of its present or future product lines.
6. Salespeople may be employed by, in the name of, and at the expense of the Dealer, who shall provide all training, management, and responsibility for such salespersons. Dealer shall provide all legal requirements for such employees, and hold Driven Steering Wheels harmless from any actions taken or not taken by such employees or associates.
7. Dealer shall not at any time, either during or after the termination of this Agreement, divulge to others or use for its own benefit any confidential information obtained during the course of its appointment by Driven Steering Wheels, LLC.
8. Dealer agrees to abide by the Driven Steering Wheels pricing sheet, and will not alter from the dealer MAP pricing.
9. This agreement is personal to the Dealer, and may not, in whole or in part, be assigned, transferred, or delegated, without the prior written consent of Driven Steering Wheels.
10. No relationship other than that of sales Dealer is intended to be created between the parties, it being intended by the parts that act solely as an independent contractor. Nothing in this Agreement shall be construed to (A) give Dealer any rights in the business of Driven Steering Wheels LLC; (B) entitle Dealer to control in any manner the conduct of Driven Steering Wheels business; or (C) give Dealer authority to bind Driven Steering Wheels in any manner whatsoever.
11. If any provision in this Agreement is invalid, illegal, or incapable of being enforced by reason of any rule of law, or public policy, all other provisions of this Agreement shall nevertheless remain in full force.
12. This Agreement constitutes the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, all prior understandings and agreements being merged herein. All amendments, changes, and revisions of this Agreement, or any part thereof, shall be in writing and executed by the parties hereto.
13. This Agreement shall be governed by the State of North Carolina, USA. Any dispute under this Agreement could be subject to binding arbitration in North Carolina.
14. All notices under this Agreement shall be in writing and shall be effective three days after being deposited in the U.S. mail, first class postage prepaid, or shall be effective immediately upon personal service on a party. The addresses stated in this Agreement, to the attention of the person executing this Agreement, shall be the proper address for notice until changed by notice given to the other party.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written below.