Dealer Agreement

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DEALER AGREEMENT

This Agreement is entered into this 10/25/14 by and between Universal Powers, Inc. otherwise known as UP, a Virginia Corporation, whose principle office for records is located at 2019 Burfoot St., Falls Church, VA 22043, and COMPANY whose principle office is located at:


STREET
SUITE
CITY, STATE, ZIP
COUNTRY

The primary contact will be NAME a POSITION that can be reached at PHONE EXT and/or emailed to EMAIL. The parties do hereby agree as follows:

  1. Universal Powers, Inc. hereby appoints the Dealer/Distributor, as a non-exclusive representative for sales made in the United States. All international sales must be negotiated and approved beforehand due to possible exclusive Distributors in some other countries.

  2. The Dealer shall be allowed to purchase specific Universal Powers products at a discount rate from the published retail price list. Percentage rate discounts are determined by level of participation and volume accumulated yearly sales volume. All Dealers are required to sale or pre-purchase at least (1) units at the Tier 1 pricing or the correct Tier pricing for the amount purchased for the initial buy-in within (7) Business days. 1 System must be at least a PPP-RPU for the home of the Dealer. Dealer will sale or pre-purchase a total of 6 UP systems within 60 Days. Realtor's will start at 5% and are not required to do a buy in. NO products will be stocked by Dealer as ALL items are customized and are installed under contract on the property of the client.  UP Certification is required for CL (Certification Lead), Sales and Field Staff at the cost of $350/CL and $150/Sales and Field Staff.  Dealer/Retailer must keep at least 1 CL on staff at all times. ALL Sales and Field staff will be trained by the CL and tested by the Master Dealer.

  3. Universal Powers, Inc. shall (a) provide Dealer/Distributor with sales and technical information regarding the Products (b) Keep Dealer/Distributor up to date on current prices and terms for its Products and (c) supply Dealer/Distributor with downloadable product literature and hard copy product literature at cost that are needed for sales.

  4. Dealer/Distributor shall: (a) diligently and faithfully obtain the maximum number of orders for the Products from customers (b) conduct the Dealer/Distributor and their business in a lawful manner and forward promptly to Universal Powers, Inc., all orders obtained by the Dealer/Distributor (d) promptly answer questions from customers or others interested in the Products (e) keep and maintain a list of all customers and potential customers. This list shall belong to Universal Powers, Inc. and Dealer/Distributor shall furnish a copy to Universal Powers upon request (f) not enter into any agreement that would be binding upon Universal Powers (g) not use the name Universal Powers as part of the their trade or business name (h) pay all of the expenses, taxes, liability, and shipping of the Dealer/Distributor (I) hold Universal Powers, Inc., harmless from any mismanagement on the Dealer/Distributors part and, (j) seek to solicit orders from financially responsible customers. In the event that this agreement terminates, Universal Powers agrees to pay the Dealer/Distributor a 8% commission on any sale started by the Dealer/Distributor prior to such termination, provided that (1) Such prior sale is listed on the customer list mentioned in E above (2) Universal Powers later closes and collects on the sale within a period of one year after termination of this agreement and (3) Dealer/Distributor has not violated any portion of this agreement.

  5. Dealer/Distributor shall submit to Universal Powers, Inc., copies of all advertising and other promotional materials used by the Dealer/Distributor, which relate to the Products. Dealer/Distributor must obtain written permission to use such material, prior to actually using it. Dealer/Distributor shall not make any representations, claims, or warranties regarding the Products other than those authorized in writing by Universal Powers, Inc. All Product Trademarks belong to Universal Powers, Inc., and Dealer/Distributor shall not acquire any rights therein by virtue of their use.

  6. Universal Powers, reserves the right to change its prices at any time upon 30 days notice. All orders shall be subject to Universal Powers acceptance, which Universal Powers may or may not give according to its sole discretion. Universal Powers, Inc. may at any time change or discontinue any or all of its present or future Product lines.

  7. Salespeople may be employed by, in the name of, and at the expense of the Dealer/Distributor, who shall provide all training, management, and responsibility for such salespersons. Dealer/Distributor shall provide all legal requirements for such employees, and hold Universal Powers harmless from any actions taken or not taken by such employees or associates.

  8. Dealer/Distributor shall not, so long as this Agreement is in effect, act as agent, salesperson, dealer or distributor for any items similar to or competitive with the Products of Universal Powers, Inc.

  9. This Agreement shall continue in effect for a period of (1) year from the date of signing. The effective period can be renewed and extended upon mutual consent of both parties. If Dealer/Distributor has obtained at least $100,000 in retail sales in (1) year, renewal shall be automatic unless either party chooses not to. However, Universal Powers, reserves the right to increase the quota for automatic renewal at each renewal by some reasonable amount. In addition, Universal Powers reserves the right to reassign the marketing area to a larger territorial distributor should an offer be made. Dealer/Distributor reserves the right to match or better such an offer for a larger territory, thereby maintaining their current level of exclusivity, or would have to re-qualify as Dealer/Distributor under the new exclusive distributor's requirements. Note: This paragraph is optional and required only on territorial/exclusive agreements.

  10. Dealer/Distributor 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 Universal Powers, Inc. Dealer/Distributor shall sign a Non-Disclosure Agreement along with this Agreement.

  11. This Agreement is personal to the Dealer/Distributor, and may not, in whole or in part, be assigned, transferred, or delegated, without the prior written consent of Universal Powers.

  12. No relationship other than that of sales Dealer/Distributor is intended to be created between the parties, it being intended by the parties that the Dealer/Distributor act solely as an independent contractor. Nothing in this Agreement shall be construed as to (a) give Dealer/Distributor any rights in the business of Universal Powers, Inc. (b) entitle Dealer/Distributor to control in any manner the conduct of Universal Powers business (c) give Dealer/Distributor access to enter any open any product of Universal Power, Inc. Any attempt will result in prosecution for trespassing, intellectual property theft and being sewed for not less than $5 Million each occurrence and federal charges for clearance violations; or (d) give Dealer/Distributor authority to bind Universal Powers, Inc. in any manner whatsoever.

  13. 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.

  14. 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.

  15. This Agreement shall be governed by the State of Virginia, USA. Any dispute under this Agreement could be subject to binding arbitration in Falls Church, Virginia, USA.

  16. All notices under this Agreement shall be in writing and shall be effective (7) days after being deposited in the U.S. mail, first class postage prepaid, or shall be effective immediately upon personal service on a party by email or dealer system notice. 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.

Non-Disclosure Agreement

In response to your interest in receiving information concerning Universal Power, Inc., we will be providing to you information which is non-public, confidential and proprietary in nature. The information includes any information provided (1) orally from officers and principals of Universal Powers, (2) by inspection of the facilities, equipment, computer programs, etc., of Universal Powers, or (3) written financial, operating, policy, contracts and other materials. Proprietary information may include information on our PPP (Personal Power Plant) Also, any other proprietary Universal Powers products or concepts.

By accepting the information Dealer/Distributor agrees with the terms of this Agreement.

The recipient of the information agrees (a) to keep the information confidential and not disclose the information to any person or entity and, (b) not to use any such information in the conduct of any business.

This Agreement does not apply to portions of the information which (1) are, or become, generally available to the public as the result of disclosure by Universal Powers or an authorized Representative, (2) were available on a non-confidential basis prior to its disclosure by Universal Powers from a source other than Universal Powers, or one of its representatives, which source was entitled to disclose the information, or (3) become available on a non-confidential basis from a source other than Universal Powers or one of the representatives, provided that such source is not known by Universal Powers or any Representatives to be bound by a confidentiality agreement with Universal Powers, or otherwise prohibited from transmitting the information by contractual fiduciary or other legal obligation.

In consideration of the information and other good and valuable consideration receipt of which is hereby acknowledged, I agree that from the date hereof I will NOT use, or provide others with, the information, themes, store setup, equipment design, or proprietary marketing concepts used by Universal Powers, or provided to me directly or indirectly by them or one of their representatives, to compete with Universal Powers.

All information shall remain the property of Universal Powers while in my possession. Once there is no longer any legitimate business or legal reasons for me to retain the information, I agree that I will return the information to Universal Powers together with all copies of the information, without retention of ANY copies of such information, unless I am required by law to retain copies.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

Universal Powers, Inc.

Director

Drae Journee Watkins

10/25/14

Company

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Printed Name

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Signature:

10/25/14

Company

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Printed Name

Date

Signature: