RESELLER AGREEMENT

RESELLER AGREEMENT

BETWEEN

DEALERFRONT MARKETING INC’S (“THE COMPANY”)

AND

DEALERCLICK INC (“THE RESELLER”)

_____________________________________________________________________________________

THIS AGREEMENT is made on the …………..day of……….20……., (hereinafter referred to as the “Effective Date”) by the Company and the Reseller (collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

WHEREAS the Company agrees and appoints the Reseller to resale, market, promote the Company’s products and services (hereinafter referred to as the “products”) and do other related acts.

WHEREAS the Reseller wishes to cross-sell the Company’s products and services into their current client base.

In consideration of covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:

Definitions. The following terms shall have the meanings set forth below:

• “Products” shall mean the following Company products and services to be sold by Reseller which are ___________________(name the products)
• “Territory” shall mean the geographic area within which the Reseller is authorized to sell the Company’s product; this shall be ______________(name the Territory)

Authorization

The Company authorizes and grants a special license to the Reseller to resale, market, promote the products, and do other related acts, as agreed upon by the Parties hereto in the Territory. Company agrees to sell to Reseller, and Reseller agrees to purchase from Company the Products subject to the terms and conditions herein. During the term of this Agreement, Reseller shall have the right to indicate to the public that it is an authorized Reseller of Company’s Products.

Payment Terms

The Company shall pay the Reseller with a commission of 25% of the sale, payable monthly for the life of the referred client on that client’s billing cycle. Any clients not specifically referred to the Company by the Reseller will not be covered under this Agreement.

The Company will maintain their billing separate to that of the Reseller for any referred clients and send a statement by the 5th of the month following the month of billing to the Reseller showing the breakdown and commission for each client, and make payment by electronic transfer to the Reseller within five days of the statement.

The Company may offer occasional increases in the commission or bonus plan at its discretion. Third-party costs will be taken out before the commission is paid, for example, craigslist ad costs. No internal Company costs (reps, software, servers, etc.) will be counted towards the overall costs.

Obligations of the Company

1. The Company

• The Company will make their products available to clients referred by the Reseller on a best-efforts basis.
• The Company will not sell competing products or services to any referred clients that would interfere with the Reseller’s products or services without written permission from the Reseller.
• The Company will maintain the support of all referred clients as per the Company’s normal business practices.
• The Company shall dispatch and deliver the products within ____________days upon receiving an order from the Reseller. 

2. The Reseller 

• The Reseller will refer clients to the Company at its discretion using its best efforts.
• The Reseller will be responsible for the sales and promotions of the products. Furthermore, the Reseller shall provide the Company with the details about the promotions, sale pricing, customer details, and other necessary information required by the Company in a timely manner.

Disclaimers

• All software shall remain the property of the Company.
• All clients that the Company maintains shall remain 100% owned by the Company.
• All clients that the Reseller maintains shall remain 100% owned by the Reseller.
• In no way does this Agreement alter the relationship between the Parties or their client base.

Conflict of Interest. Reseller warrants to Company that it does not currently represent or promote any lines or products that compete with the Company Products. During the term of this Agreement, Reseller shall not represent, promote or otherwise try to sell within the Territory any lines or products that, in the Company’s judgment, compete with the Products covered by this Agreement. Reseller shall provide the Company with a list of the companies and products that it currently represents and shall notify the Company in writing of any new companies and products at such time as its resell of those new companies and products commence.

Product Warranty. Any warranty for the Products shall run directly from the Reseller to the purchaser of the Products. Pursuant to any such warranty, the purchaser shall contact the Reseller directly to make arrangements for repair, return, or replacement of any allegedly defective Products. Reseller shall have sole authority to deal with customers regarding warrantable repairs, returns, or replacement. Upon receipt of any such warrantable products, Reseller shall separately contact Company to arrange for return or credit for these defective products. In no event shall Reseller make any representation, guarantee, or warranty concerning the Products except as expressly authorized by Company.

Limitation on Liability. In the event of termination by either Party in accordance with any provisions of this Agreement, neither Party shall be liable to the other, because of termination, for compensation, reimbursement, or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, investment, leases or commitments in connection with the business or goodwill of Company or Reseller. The Company’s sole liability under the terms of this Agreement shall be for any unpaid commissions if applicable.

Neither Party shall be liable to the other Party for any indirect, special, or consequential damages arising from this Agreement.

Indemnification. A Party shall indemnify the other Party from and against all claim, loss, and damage caused by them in connection with this Contract. In the event the claim, loss, or damage are caused jointly by the Parties, the claims, loss, or damage shall be borne by each Party in proportion to their degree of contribution to the claim, loss, or damage.

Non-assignment. Neither Party shall transfer or assign this Agreement without the other Party’s consent which consent shall not be unreasonably withheld or delayed.

Confidentiality. All non-public, confidential or proprietary information of a Party (Disclosing Party), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Contract is confidential, solely for the use of performing this Contract and may not be disclosed or copied unless authorized in advance by the Disclosing Party in writing. Upon the Disclosing Party’s request, the other Party (Recipient Party) shall promptly return all documents and other confidential materials received from Disclosing Party. Disclosing Party shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Recipient Party at the time of disclosure, or (c) rightfully obtained by Recipient Party on a non-confidential basis from a third party.

Force Majeure. For this Agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.

A Party’s failure to fulfill its obligations due to Force Majeure, shall not be considered a breach of this Agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this Agreement.

Termination: 

• Either Party may terminate this Agreement upon giving the other Party no less than 30 days’ notice by email. If a Party wishes to terminate the Contract with less than these stated days, the other Party reserves the right to charge costs that they have already paid in advance or incurred.
• If the Agreement is terminated by the Company, the commission will continue being paid to the Reseller for the life of every account referred before this Contract ended as long as billing is continuous between the client and the Company. If the Agreement is terminated by the Reseller, then all ongoing commission will cease at the termination date.
• The termination of this Agreement shall not discharge the liabilities accumulated by either Party.
• Any Clauses intended by the Parties or this Agreement to survive the termination of this Agreement shall survive the termination of this Agreement by whatever cause.

Dispute resolution. Parties agree to settle disputes under this Agreement through (select one) 

☐Negotiation                                       ☐Mediation                                   ☐Arbitration                                      ☐Litigation

Court Costs and Attorneys’ Fees. In any action under this Agreement, the prevailing Party shall be entitled to recover costs of court and reasonable attorneys’ fees from the other Party, which fees shall be in addition to any other relief that may be awarded.

Parties acknowledgments. The Parties acknowledge that they have been provided with the opportunity to negotiate this Agreement and to seek legal counsel before signing this Agreement. In addition, they acknowledge that they have the capacity to contract and enter into this Agreement and that further, they have entered into this Agreement freely and voluntarily.

General provisions

• This Agreement may be amended only by the written consent of the Parties hereto.
• If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision. 
• This Agreement constitutes the entire Agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this Agreement. The parties will exercise utmost good faith in this Agreement.
• Unless otherwise provided, failure by either Party to enforce any of the terms or conditions of this Agreement shall not be a waiver of their right to enforce the terms and conditions of this Agreement.
• This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall together constitute the same instrument.
• The Article and Section headings in this Agreement are for convenience, and they form in no part of this Agreement and shall not affect its interpretation.
• Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular.
•  Any references herein to the masculine gender or to the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
• This agreement shall be governed in all respects by the laws of ________________________(insert the State/ location in which the Company is registered) without regard to its conflict of law provisions.
• Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been given at the time when actually received as a consequence of any effective method of delivery at the following addresses (including email) or such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.

Company: ____________________________________________________________________________

Reseller:_____________________________________________________________________________

IN WITNESS WHEREOF, each of the Parties has executed this Agreement, as set forth below.

Signed by the duly authorized representative of the COMPANY Signature: Name: Designation: Date:……………………………………………………

Signed by the RESELLER Signature: Name: Designation: Date:…………………………………………………..