AUTO DEALERSHIP AGREEMENT
THE PARTIES: This Agreement (“Agreement”) made on ______________________, 20____,
is between ______________________ with a mailing address of ______________________,
City of ______________________, State of ______________________ and
______________________ with a mailing address of ______________________, City of
______________________, State of ______________________ both of whom agree as follows:
IN CONSIDERATION OF the matters described above and of the mutual benefits and
obligations set forth in this Agreement, the receipt and sufficiency of which consideration is
hereby acknowledged, __________ (individually the “Party” and collectively “The Parties” to
this agreement) agree as follow:
TERMS
1. TERM OF AGREEMENT
The term of this agreement (the “Term”) will begin on the date on this agreement and
will remain on full force and effect until the completion of the services indefinitely,
subject to earlier termination as provided in this Agreement. The Term may be extended
with the written consent of the parties.
2. AUTHORITY TO ENTER AGREEMENT
Each Party warrants that the individuals who signed this Agreement have the actual legal
power, right and authority to make this agreement and bind each respective Party.
3. DUTIES AND RIGHTS OF THE PARTIES
The company has the right to keep their consumers information –
The company has the right to contact their consumers
Dealers are obligated to complete vehicle titling within state regulated timeline.
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No usage of the company’s without consent.
The Company has the right to collect data from their website in the form of web
scraping
Vehicles should be accurately described.
The Company holds the right to advertise dealers’ inventory or to exclude
inventory on our site.
Dealers are responsible to honor their listing price of inventory
Dealers must comply to all privacy and data protection laws, rules and
regulations.
4. TERMINATION
During the course of this agreement, the company may terminate this Agreements if there
is illegal activity, destruction of property or any other breach.
5. CONFIDENTIALITY
Except as otherwise expressly permitted in this Agreement, the parties shall not disclose
or use in any manner, directly or indirectly, any Confidential Information either during
the term of this Agreement or at any time thereafter, except as required to perform their
respective duties and responsibilities or with the other party’s prior written consent. Both
parties agree that all Confidential Information disclosed and received shall remain secret
and confidential during the term of this Agreement and continue thereafter for 10 years
after this Agreement is terminated or expires. Except as may otherwise be required by
law or legal process, neither party hereto shall disclose to any third party the terms and
conditions of this AGREEMENT or any information respecting sales or revenue of the
vending machine, during the TERM or thereafter. This obligation shall survive
termination of this AGREEMENT.
6. DISPUTE RESOLUTION
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If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute
will be finally and exclusively resolved by binding arbitration. The arbitration shall be
commenced and conducted under the Commercial Arbitration Rules of the American
Arbitration Association ("AAA"). The arbitration may be conducted in person, through
the submission of documents, by phone, or online. The arbitrator will make a decision in
writing, but need not provide a statement of reasons unless requested by either Party. The
arbitrator must follow applicable law, and any award may be challenged if the arbitrator
fails to do so. If for any reason, a Dispute proceeds in court rather than arbitration, the
Dispute shall be commenced or prosecuted in the state and federal courts located in
[name of county] County, [name of state], and the Parties hereby consent to, and waive
all defenses of lack of personal jurisdiction, and forum non convenient with respect to
venue and jurisdiction in such state and federal courts. Application of the United Nations
Convention on Contracts for the International Sale of Goods and the Uniform Computer
Information Transaction Act (UCITA) are excluded from these Terms of Use.
7. NOTICES
All notices under this Agreement shall be in writing and sent to the address of the
recipient specified herein. There should be a 60-day cancellation notice. Any such notice
may be delivered by hand, by overnight courier, certified mail with return receipt, or first
class pre-paid letter, and will be deemed to have been received (1) if delivered by hand –
at the time of delivery; (2) if delivered by overnight courier – 24 hours after the date of
delivery to courier with evidence from the courier; (3) if delivered by certified mail with
return receipt – the date as verified on the return receipt; (4) if delivered by first class
mail – three (3) business days after the date of mailing.
8. LIMITATION OF LIABILITY
In no event shall either party be liable with respect to any subject matter of this
agreement for loss of profits, cost of procurement of substitute goods or services, or
incidental, indirect, incidental, indirect or other similar damages under any contract,
negligence, strict liability or other similar damages under any contract, negligence, strict
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liability or other legal or equitable theory. The company claims no responsibility to
vehicles sold on their platform. The company disclaims any warranty regarding the
enforceability of contracts contracted through carwisely or 3rd party affiliates. The
company also disclaims any warranty regarding the ability to fund any contracts
contracted through carwisely or 3rd party affiliates.
9. EXCLUSIVITY
This Agreement obligates that the parties shall not be part of another joint venture of the
same nature for 6 months.
10. NON-COMPETE CLAUSE
The parties agree that during the Term and for a period of one year following the
termination of this contract and during the actualization of the contract, the parties shall
not engage with companies that are considered competition.
11. ASSIGNMENT
The client may not assign, transfer or otherwise dispose of this AGREEMENT in
whole or in part to any individual, corporation or other entity without the prior written
consent of Company, provided that client shall continue to remain obligated to
company for the assignee’s performance or breach of client’s duties and obligations
hereunder.
12. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties related to the matters
specified herein, and supersedes any prior oral or written statements or agreements
between the Parties related to such matters.
13. SEVERABILITY
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If any term, covenant, condition, or provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remainder of the
provisions shall remain in full force and effect and shall in no way be affected, impaired,
or invalidated.
14. FORCE MAJEURE
Neither party shall be liable for any failure to perform under this Agreement when such
failure is due to causes beyond that party’s reasonable control, including, but not limited
to, acts of State or governmental authorities, acts of terrorism, natural catastrophe, fire,
storm, flood, earthquakes, accident, and prolonged shortage of energy.
15. WAIVER
No waiver of any default shall constitute a waiver of any default or breach, whether of
the same or other covenant or condition. No of any service voluntarily given or
performed by a Party shall give the other Party any contractual right by contractual right
or otherwise.
16. GOVERNING LAW
This Agreement shall be governed exclusively by the laws of Wyoming, without regard
to conflict of law provisions
17. EXCLUSIVE VENUE AND JURISDICTION
Any lawsuits or legal proceeding arising out of or relating to this Agreement in any way
whatsoever shall be exclusively brought and litigated in the federal and state courts of
Wyoming. Each Party expressly consents and submits to this exclusive jurisdiction and
exclusive venue. Each Party expressly waives the right to challenge this jurisdiction
and/or venue as improper or inconvenient. Each Party consents to the dismissal of any
lawsuits that they bring in any other jurisdiction or venue.
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18. AMENDMENT AND MODIFICATION
No supplement, modification or amendment of this Agreement shall be binding unless
executed in writing and signed by both parties
Manager’s Signature __________________________ Date ________________
Print Name ____________________________
Company Name CARWISELY LCC
Client’s Signature __________________________ Date ________________
Print Name ____________________________
Company Name ____________________________
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