PIER GEAR LIMITED RESELLER AGREEMENT
This LIMITED RESELLER AGREEMENT (“the Agreement”) is made and entered into as of __________________, by and between PIER GEAR., a Nebraska Corporation (“PIER GEAR”), on one hand, and ___________________________ (“Reseller”) whose business address is _____________________________
WHEREAS PIER GEAR is the Exclusive Distributer, and/or sells PIER GEAR products (“Products”); and Reseller desires to obtain such Products from PIER GEAR for resale to end-user customers, and PIER GEAR desires to sell such Products to Reseller, upon the terms and conditions provided in this Agreement; NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties hereby agree
- Authorization. PIER GEAR hereby authorizes Reseller to purchase Products from PIER GEAR and to sell them to end users in the Territory, as defined below. Reseller has no right to authorize others to resell, sublicense, or market the Products.
- The Territory. The Territory SHALL include ( Reseller-owned Brick and Mortar and owned URL domains)
The Territory SHALL NOT include any other online or retail outlet whatsoever, and in particular, for example only and not for purposes of limitation, the Territory SHALL NOT include amazon.com, eBay.com, or any other third-party website. Reseller agrees that it will not, either directly or indirectly (through affiliates or otherwise), market or sell products outside of the Territory.
- Minimum Advertised Price PIER GEAR has implemented MAP pricing which may change from time to time (and has been supplied in your price sheet) Reseller agrees to abide by the MAP pricing imposed, should Reseller not abide by MAP pricing and not respond to a warning by PIER GEAR that will constitute a breach of this contact. A written warning will be delivered to Reseller, Reseller will have 24 hours to comply with the current MAP pricing.
- No other relationship. Reseller has no expressed or implied authorization to incur any obligation or commitment on behalf of PIER GEAR, unless specifically approved in writing by an authorized PIER GEAR official. PIER GEAR will in no way be liable to Reseller, its employees, or third parties, for any losses, injuries, damages, or the like occasioned by Reseller’s activities in connection with this Agreement.
- Term and termination. This agreement is terminable at any time by either party without cause and/or for breach or default of any term herein. Upon termination, Reseller shall immediately pay all pending invoices and amounts owed and discontinue all use of the Licensed Trademarks, except for purposes of selling remaining inventory.
- Trademarks and advertising. Reseller must submit to PIER GEAR for prior approval all advertising and other material on which PIER GEAR Licensed Trademarks appear or are intended to be used. No trademark license is granted herein.
- Limitation of liability. PIER GEAR will not be liable to Reseller for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits or revenue, loss of use of the Products, or cost of substituted products, which arise out of performance or failure to perform any contractual obligation, or out of negligence.
- Remedies for breach. In the event of Reseller breach, the parties agree that PIER GEAR shall be entitled to elect between actual or liquidated damages. In the event PIER GEAR elects liquidated damages, damages shall be assessed at $32.50 per unit multiplied by the number of units ordered. For example, if seller has ordered 1,000 units, and sells on an unauthorized third-party website, liquidated damages shall be $20,000. The parties agree that such damages are reasonably foreseeable as a result of the breach. The parties also acknowledge that PIER GEAR may seek injunctive relief for such a breach. In no event shall PIER GEAR be precluded from seeking actual damages, which include, but are not limited to expectancy interest, lost profits, and incidental and consequential loss.
- Personal jurisdiction. Reseller hereby agrees to personal jurisdiction in the State of Nebraska.
- Attorneys’ fees. In the event it becomes necessary to enforce this Agreement due to Reseller breach, PIER GEAR shall be entitled to reasonable attorney fees, costs, and expenses incurred as a result.
- Survival. Paragraphs 2-10 shall survive termination.
- Miscellaneous. If any provision of The Agreement is held to be unenforceable, it shall be severed, and the remaining provisions will remain enforceable. The severed provision will be replaced by an enforceable provision most nearly reflecting the intention of the parties. The Agreement shall be governed by the laws of the State of Nebraska, without regard to its principles of conflicts of law. This Agreement shall not be modified, nor compliance with any provision waived, except in writing signed by both parties.
RESELLER PIER GEAR
BY: _____________________________ BY: _______________________________
TITLE: ____________________________ TITLE: ______________________________