11.01.2015 Views

Action Target Dealer License Agreement

Action Target Dealer License Agreement

Action Target Dealer License Agreement

SHOW MORE
SHOW LESS

You also want an ePaper? Increase the reach of your titles

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

<strong>Action</strong> <strong>Target</strong> <strong>Dealer</strong> <strong>License</strong> <strong>Agreement</strong><br />

<strong>Action</strong> <strong>Target</strong> Inc., A Utah Corporation (hereinafter referred to as "ATI"), wishes to appoint<br />

__________________________________(hereinafter referred to as "<strong>Dealer</strong>") as one of its Factory<br />

Authorized <strong>Dealer</strong>s, and <strong>Dealer</strong> is desirous of becoming a Factory Authorized <strong>Dealer</strong> of ATI.<br />

Therefore it is agreed:<br />

1. <strong>Dealer</strong> represents that he, she or it has the authority and capacity to enter this agreement and once<br />

executed, agrees to all terms and conditions. <strong>Dealer</strong> affirmatively represents that all of the representations<br />

in this application for <strong>Dealer</strong>ship previously submitted to ATI are true and correct.<br />

2. <strong>Dealer</strong> agrees to abide by the following quality and safety standards prescribed by ATI:<br />

A. The consumer safety standards inherent in the design and intended use of each ATI product are<br />

maintained; and<br />

B. The high quality of engineering and integrity of design found in each ATI Product is<br />

maintained; and<br />

C. A high level of customer satisfaction in the use and sale of ATI Products is maintained; and<br />

D. A high level of quality behavior is used while representing resale of ATI Products.<br />

E. <strong>Dealer</strong> is to submit to ATI, for prior review and approval, any advertisement for the sale of ATI<br />

products to be used in any media whatsoever. <strong>Dealer</strong> further agrees not to display, advertise or<br />

promote the use of, either directly or indirectly, any ATI Product in an unsafe or potentially<br />

harmful manner.<br />

F. <strong>Dealer</strong> agrees never, either expressly or implicitly, to advertise or promote in writing or<br />

otherwise, the misuse of any ATI Product.<br />

G. <strong>Dealer</strong> agrees to provide each customer with the safety guidelines for any ATI Product, and<br />

warnings which accompany such products, the safety brochure, product registration, owner's<br />

instruction manual, promotional and instructional materials accompanying such products, and<br />

agrees never to remove or cover the safety warnings placed on the product by the factory, and<br />

agrees never to remove or cover maker's plate from any ATI Product. <strong>Dealer</strong> shall advise customer<br />

as to the appropriate oil to gas ratios recommended by the engine manufacturer and ATI.<br />

H. <strong>Dealer</strong> agrees to cooperate in any program of consumer education specified by ATI, including<br />

any form of media or text provided by ATI to educate the consumer as to inherent risks in the use<br />

of the product, and including software intended to shift liability from ATI and <strong>Dealer</strong> to the<br />

ultimate consumer.<br />

I. <strong>Dealer</strong> agrees that to modify or alter any ATI Product without the express written consent of<br />

ATI voids all warranties, expressed or implied, and is done at <strong>Dealer</strong>'s own risk.<br />

3. <strong>Dealer</strong> agrees to maintain a storefront if applicable) location for the sale of ATI products, subject to<br />

inspection by ATI at reasonable times.<br />

4. The term of this agreement shall begin on date of execution and expire 2 years after, unless terminated<br />

earlier as described in Section 7 of this <strong>Agreement</strong>.<br />

5. Upon approval and execution of this agreement, <strong>Dealer</strong> is authorized to distribute and resell ATI<br />

Products throughout the life hereof.<br />

6. Upon meeting specific ATI dealership requirements, ATI will include <strong>Dealer</strong>'s location and name on the<br />

www.actiontarget.com website, and will direct inquiries to authorized <strong>Dealer</strong>s. <strong>Dealer</strong> agrees to the terms<br />

of the Intellectual Property <strong>License</strong> <strong>Agreement</strong> provided herewith as Exhibit "A," and compliance with said<br />

agreement is a material condition of this <strong>Dealer</strong>ship <strong>Agreement</strong>.<br />

By CHECKING HERE __ <strong>Dealer</strong> acknowledges that he/she has read said <strong>License</strong> <strong>Agreement</strong>,<br />

understands its terms, and is in agreement with it.


A. ATI distributes and sells its products only to customers directly or through authorized dealers<br />

that are bound by the ATI <strong>Dealer</strong> <strong>Agreement</strong>. Any and all products sold by or through an<br />

unauthorized dealer, retailer, distributor or reseller voids the factory warranty to the buyer and/or<br />

end user.<br />

BY CHECKING HERE __ and by execution of this <strong>Agreement</strong>, <strong>Dealer</strong> acknowledges and agrees<br />

with ATI's Minimum Advertised Pricing Policy guidelines provided herewith as Exhibit "B" to this<br />

<strong>Agreement</strong>.<br />

B. An initial stocking order for products in the amount of $1,000.00 is required for new <strong>Dealer</strong>s.<br />

C. All <strong>Dealer</strong>s are required to order a minimum of $6,000.00 in ATI product each year with at<br />

least $1,500.00 of those purchases placed each quarter.<br />

D. <strong>Dealer</strong>s may only sell directly to consumers or to other Authorized <strong>Dealer</strong>s according to the<br />

<strong>Dealer</strong> <strong>Agreement</strong> executed by <strong>Dealer</strong> and ATI. Sale of ATI products to unauthorized dealers,<br />

resellers, retailers or distributors is not permitted under this <strong>Agreement</strong>.<br />

E. ATI Authorized <strong>Dealer</strong>s may not sell ATI products on any Internet auction site or any other<br />

unauthorized Internet site.<br />

F. If <strong>Dealer</strong> decides to sell his dealership, <strong>Dealer</strong> must notify ATI prior to the change in ownership<br />

and may not guarantee to the new owner that his or her dealership will be acceptable to ATI. The<br />

new owner must apply for a dealership and meet ATI dealer requirements before being approved<br />

as an authorized dealer. This approval is at the discretion of the ATI Sales Department.<br />

G. In accordance with safety and warranty concerns and ATI Intellectual Property guidelines, ATI<br />

Products are for re-sale to consumers only and may not be used by <strong>Dealer</strong> to assemble<br />

"customized" targets or other products.<br />

H. Scooter kits or other scooter products may not be modified with any non-ATI approved parts of<br />

after-market products (including non- ATI supplied engines).<br />

This agreement will terminate upon the following specified events:<br />

A. 2 years after date of execution, if not renewed by both parties.<br />

B. Upon violation of any one of the CONDITIONS hereof, or, upon violation of any of the<br />

conditions of the Intellectual Property <strong>License</strong> <strong>Agreement</strong> which is co-terminus herewith.<br />

C. Upon declaration of bankruptcy of <strong>Dealer</strong>.<br />

7. All notices to be given under this agreement shall be given as follows:<br />

To ATI:<br />

<strong>Dealer</strong> Program<br />

3411 South Mountain Vista Parkway<br />

Provo, UT 84606<br />

To <strong>Dealer</strong>:<br />

Name<br />

Street Address<br />

Street Address 2<br />

City<br />

State/Province<br />

Zip/Postal Code<br />

Country<br />

ARBITRATION<br />

BY CHECKING HERE DEALER ACKNOWLEGES THAT BY AGREEING TO ARBITRATION<br />

DEALER IS WAIVING THE RIGHT TO JURY TRIAL. DEALER HEREWITH SUBJECTS<br />

ITSELF TO ARBITRATION IN A JURISDICTION FOREIGN TO ITS PLACE OF BUSINESS,<br />

WAIVES THERIGHT TO FILE SUIT IN A COURT OF LAW, AND WAIVES THE RIGHT TO


EVIDENTIARY AND CONSTITUTIONAL PROTECTIONS WHICH ACCOMPANY A JURY<br />

TRIAL.<br />

BREACH OF AGREEMENT<br />

SHOULD EITHER PARTY TO THIS AGREEMENT CLAIM BREACH OF SAME, OR ANY<br />

DISPUTE SHOULD ARISE AS TO THE VALIDITY, EFFECT OR ENFORCEMENT OF THIS<br />

AGREEMENT, ANY CLAIM FOR PERSONAL INJURY SUFFERED BY THE DEALER, ITS<br />

AGENTS OR ASSIGNS, OR SHOULD DEALER CHALLENGE THE VALIDITY OF ANY OF<br />

THE IPS, USE OF WHICH IS CONTEMPLATED BY THIS AGREEMENT, THEN THE SAME<br />

SHALL BE SUBMITTED FOR BINDING ARBITRATION. ARBITRATION SHALL TAKE<br />

PLACE IN THE STATE OF UTAH, ACCORDING TO THE ARBITRATION PROVISIONS<br />

FOUND IN THE CIVIL CODE AND CODE OF CIVIL PROCEDURE (REVISED UTAH<br />

STATUTES). THE PREVAILING PARTY TO SUCH ARBITRATION SHALL BE ENTITLED TO<br />

AN AWARD OF ALL COSTS AND ATTORNEY'S FEES. NOTHING HEREIN SHALL<br />

DISENFRANCHISE ATI FROM THE RIGHTS AND REMEDIES PROVIDED BY THE<br />

FEDERAL TRADEMARK, PATENT, AND COPYRIGHT ACTS, HOWEVER, INCLUDING THE<br />

RIGHT TO PETITION THE FEDERAL DISTRICT COURT FOR UTAH, OR ANY OTHER<br />

APPROPRIATE FEDERAL COURT, FOR A TEMPORARY RESTRAINING ORDER,<br />

PRELIMINARY INJUNCTION, AND PERMANENT INJUNCTION TO PREVENT<br />

INFRINGEMENT OF ANY OF THE IPS HEREIN CONVEYED. VENUE SHALL BE IN THE<br />

FEDERAL DISTRICT COURT FOR THE STATE OF UTAH. ARBITRATION SHALL BE<br />

CONDUCTED PURSUANT THE ARBITRATION PROVISIONS OF THE CIVIL CODE AND<br />

CODE OF CIVIL PROCEDURE OF THE STATE OF UTAH. SHOULD ATI BE CONSTRAINED<br />

TO BRING A MOTION TO COMPEL ARBITRATION, DEALER SHALL BE CHARGED FOR<br />

ALL COSTS AND ATTORNEY'S FEES SUSTAINED IN CONNECTION WITH SUCH<br />

PROCEEDING.<br />

This agreement may not be transferred, assigned or otherwise conveyed to other parties except with the<br />

express written consent of ATI.<br />

<strong>Dealer</strong> acknowledges that it is not an agent of ATI, and it is not the intent of this agreement to create an<br />

agency relationship. <strong>Dealer</strong> acknowledges that ATI Products are freely traded, and ATI has not conditioned<br />

the grant of this agreement in any manner, shape, or form, on any retail price maintenance. ATI and <strong>Dealer</strong><br />

reserve the right to charge whatever price for its products it wishes to charge, and both reserve the right to<br />

market its products directly to the consumer at any time (subject to the terms of ATI’s Advertised Price<br />

Policy).<br />

This agreement may be executed on paper or signed electronically over the Internet by ATI and <strong>Dealer</strong>.<br />

EXHIBIT A<br />

ACTION TARGET, INC., A UTAH CORPORATION<br />

DOMESTIC DEALER LICENSE AGREEMENT<br />

This Trademark <strong>License</strong> (the "<strong>License</strong>") is entered into between <strong>Action</strong> <strong>Target</strong> Inc., A Utah Corporation<br />

("ATI" or "Licensor") and <strong>Dealer</strong> ("<strong>License</strong>e") and is agreed to upon <strong>Dealer</strong>'s execution of the ATI<br />

Domestic <strong>Dealer</strong> <strong>Agreement</strong>.<br />

Preliminary Recitals<br />

A. Licensor is the originator, inventor, proprietor and owner of certain federally registered and common<br />

law trademarks ("ATI Trademarks"), a list of which is attached to this <strong>Agreement</strong> and incorporated herein.<br />

These trademarks include the trademark "AT & PT", and each represent valuable goodwill owned by


Licensor. Licensor has expended and will continue to expend substantial resources to promote and protect<br />

the ATI Trademarks.<br />

B. <strong>License</strong>e desires to use the ATI Trademarks and benefit from the goodwill associated with said marks in<br />

connection with the distribution and marketing of ATI's products, in internet domain names, on internet<br />

websites, as key words or meta tags associated with such web sites.<br />

C. Licensor is willing to grant to <strong>License</strong>e the right to use the ATI Trademarks in connection with such<br />

products and in the manner described above and as described in the executed Domestic <strong>Dealer</strong> <strong>Agreement</strong><br />

incorporated herein.<br />

<strong>Agreement</strong><br />

NOW THEREFORE, in consideration of the above promises and the mutual promises and covenants herein<br />

contained and contained in the executed Domestic <strong>Dealer</strong> <strong>Agreement</strong>, and other good and valuable<br />

consideration, the receipt and sufficiency of which are hereby acknowledged by both parties, the parties<br />

hereto agree as follows:<br />

1.0 DEFINITIONS<br />

1.1 "ATI Trademarks" means the "PT &AT" trademark and logo by convention and all other trademarks<br />

attached hereto.<br />

1.2 "Term" means the term of this <strong>License</strong> as specified in Section 7.1.<br />

1.3 "Territory" means the geographic territory in which this <strong>License</strong> is applicable, which is worldwide.<br />

2.0 LICENSE GRANTED<br />

2.1 <strong>License</strong> Grant. Subject to the terms and conditions of this <strong>License</strong>, Licensor grants to <strong>License</strong>e a<br />

worldwide, non-exclusive, non-transferable, royalty bearing, personal license to:<br />

a. ATI Trademarks: use the ATI Trademarks "PT & AT®" as part of internet uniform resource locators,<br />

internet domain name(s), on internet website(s), or as key words or meta tags associated with such internet<br />

website(s);<br />

b. <strong>License</strong>e is granted no other right, title, interest in or license to the ATI Trademarks "PT & AT", or any<br />

other trademark owned by Licensor for any purpose, and is specifically granted no right to sublicense the<br />

ATI Trademarks(s), or any of them, or any of Licensor's other trademarks.<br />

c. <strong>License</strong>e's right to use "PT & AT ," or any other trademark owned by Licensor is limited to marketing<br />

"PT & AT" products.<br />

d. <strong>License</strong>e acknowledges the presumptive validity and scope of each of the ATI Trademarks.<br />

2.2 Ownership of ATI Trademark(s). <strong>License</strong>e acknowledges and agrees that Licensor is the sole owner<br />

worldwide of the ATI Trademark(s) and all associated goodwill. <strong>License</strong>e shall not: (i) do anything that<br />

might harm the reputation or goodwill of the ATI Trademark(s), or any other trademark containing the term<br />

"PT & AT," or any mark or logo substantially similar thereto; (ii) take any action inconsistent with<br />

Licensor's ownership of the ATI Trademark "PT & AT" or any mark or logo substantially similar thereto;<br />

or (iii) challenge Licensor's rights in or attempt to register the ATI Trademark “PT & AT" or any mark or<br />

logo substantially similar thereto. <strong>License</strong>e's use of the ATI Trademark(s) inures solely to Licensor's<br />

benefit. If at any time, <strong>License</strong>e acquires any rights in, or trademark registrations or applications for any<br />

ATI Trademarks by operation of law or otherwise, in any country or jurisdiction, <strong>License</strong>e will<br />

immediately notify Licensor and, upon request by Licensor, and at no expense to Licensor, assign such<br />

rights, registrations, or applications to Licensor, along with any and all associated goodwill.<br />

2.3 Further Assurances. <strong>License</strong>e shall assist Licensor to the extent reasonably necessary to protect and<br />

maintain the ATI Trademark(s) worldwide, including, but not limited to, giving prompt notice to Licensor<br />

of any known or potential infringement of the ATI Trademark(s), and cooperating with Licensor in<br />

preparing and executing any documents necessary to register the ATI Trademark(s), or to record this<br />

trademark license, or any other document concerning the license grant, as may be required by the laws or<br />

rules of any country or jurisdiction. In its sole discretion, Licensor may commence, prosecute or defend any<br />

action or claim concerning the ATI Trademark(s). Licensor shall have the right to control any such<br />

litigation, and <strong>License</strong>e shall fully cooperate with Licensor in any such litigation, including the satisfaction


of procedural requirements necessary to bring such litigation in a particular country or jurisdiction.<br />

Licensor shall reimburse <strong>License</strong>e for the reasonable costs associated with providing such assistance,<br />

except to the extent that any such costs result from <strong>License</strong>e's breach of this <strong>License</strong>. <strong>License</strong>e shall not<br />

commence any action regarding the ATI Trademark(s) without Licensor's prior written consent which<br />

Licensor may withhold in its sole discretion.<br />

2.4 Reputation and Industry Standards. <strong>License</strong>e shall maintain the quality of the internet websites on<br />

which it uses the ATI Trademarks "PT & AT" and any other ATI trademarks, and use such trademarks in a<br />

manner consistent with all terms, conditions and requirements set forth in this <strong>License</strong> and at a level that<br />

meets or exceeds <strong>License</strong>e's overall reputation for quality and that is at least commensurate with industry<br />

standards, and in such a manner so as to promote the safe use of each ATI product and to maintain public<br />

awareness of the proprietary nature of such intellectual properties.<br />

2.5 ATI Trademark(s) Usage, Location and Attribution.<br />

a. Usage. <strong>License</strong>e shall use the ATI Trademarks only in the exact forms provided by Licensor, and only in<br />

accordance with the guidelines provided in this Section 2.5. Whenever <strong>License</strong>e displays any ATI<br />

Trademarks, <strong>License</strong>e shall display them accompanied by the appropriate "TM" or ® symbol; and not in<br />

combination with any other name, mark or logo.<br />

b. Attribution. <strong>License</strong>e shall legibly display the following trademark legend on all locations where<br />

<strong>License</strong>e displays any ATI Trademarks: "PT & AT“, and all ATI-based trademarks and logos, are<br />

trademarks or registered trademarks of <strong>Action</strong> <strong>Target</strong> Inc., A Utah Corporation. All Rights Reserved."<br />

c. <strong>License</strong>e agrees not to use ATI Trademarks in any business or store name, in any URL, e-mail address,<br />

as any key word designation, on any internet server, in any search engine, website, web pages, meta tags,<br />

online auction, banner ad, hidden code or in any manner, shape or form that would use any of the<br />

Licensor's Intellectual Property (including trademarks, copyrights, patents or trade dress) to direct business<br />

to other vendors of non-ATI manufactured products. Specifically and in further accordance with this<br />

provision, <strong>License</strong>e shall not sell non-ATI manufactured products (or non-ATI approved aftermarket<br />

products or engines) in a store or on an Internet site using any ATI trademarks either in the name of the<br />

store or business or in the domain name/url of any such website. <strong>License</strong>e agrees to report in writing to the<br />

Licensor within ten (10) days of receipt of knowledge thereof, any unauthorized use of such marks by any<br />

third party not privy to this agreement.<br />

d. <strong>License</strong>e will not sell products, which contribute to the infringement or directly infringe on ATI patents,<br />

trademarks or copyrights or copy the trade dress of any of the Licensor's products.<br />

e. <strong>Dealer</strong> will maintain at least one ATI Product on their website and shall make ATI aware of the url and<br />

contact information for this site. <strong>Dealer</strong> shall have the physical location address and contact phone number<br />

of their dealership available on their <strong>Action</strong> <strong>Target</strong> dealer site and shall immediately notify ATI of any<br />

changes to site location, contact information, or site/company name change. This site shall contain ATI<br />

products only (notwithstanding approved aftermarket products), in accordance with Section 2.5 (c) of this<br />

<strong>Agreement</strong>. <strong>Dealer</strong> may have more than one ATI authorized site only with the express written permission<br />

of the ATI Director of Market Development.<br />

2.6 Internet Protocols. To remain a factory authorized <strong>License</strong>e in good standing with ATI, the following<br />

Internet standards and Practices must be followed. Failure to abide by these Standards and Practices may<br />

result in suspension of delivery of product to a <strong>License</strong>e until the problem is resolved:<br />

a. All images, logos, text formats developed by an Internet based ATI <strong>License</strong>e are the intellectual property<br />

of that <strong>License</strong>e and may not be copied without permission.<br />

b. Customer service information such as Frequently Asked Questions pages may not be copied without<br />

permission of the <strong>Dealer</strong>. If you wish to reference the information on another <strong>License</strong>e's website, first<br />

obtain his/her permission and then insert a hypertext link to their site. Do not copy the contents of the<br />

page(s) you wish to reference.<br />

c. Reference material copied from another <strong>License</strong>e's website may not be used on a non-commercial site,<br />

which is clearly affiliated with a specific commercial <strong>License</strong>e.<br />

2.7 ATI Web Site. The following are guidelines for use of material from the ATI factory website<br />

(www.actiontarget.com):<br />

1. Images may be freely downloaded for use on the websites of factory-authorized <strong>License</strong>es.<br />

2. Logos may be freely downloaded for use on the websites of factory-authorized <strong>License</strong>es.<br />

3. Text may be freely downloaded for use on the websites of factory-authorized <strong>License</strong>es.


4. ATI requires that all of our <strong>License</strong>es conduct their business according to the highest ethical standards in<br />

order to foster the sense of teamwork and personal responsibility that characterizes the ATI community.<br />

3.0 ROYALTY PAYMENTS<br />

Within ten business (10) days after the Effective Date, and within each anniversary of the Effective Date of<br />

this <strong>License</strong>, <strong>License</strong>e shall pay Licensor the amount of One Dollar ($1.00) as a non-refundable license fee.<br />

4.0 DISCLAIMER OF WARRANTY<br />

Licensor licenses the ATI Trademark(s) to <strong>License</strong>e on an "AS IS" basis. LICENSOR MAKES NO<br />

WARRANTIES OF ANY KIND RESPECTING THE ATI TRADEMARKS, INCLUDING THE<br />

VALIDITY OF LICENSOR'S RIGHTS IN THE ATI TRADEMARKS "PT & AT" IN ANY COUNTRY<br />

OR JURISDICTION, AND ALL REPRESENTATIONS AND WARRANTIES, INCLUDING ANY<br />

IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR<br />

NON-INFRINGEMENT OF THE ATI TRADEMARKS ARE HEREBY DISCLAIMED.<br />

5.0 LIMITED INDEMNITY<br />

5.1 In the event <strong>License</strong>e receives a claim of infringement with respect to any ATI Trademarks in any<br />

country or jurisdiction, Licensor shall at its election, and as <strong>License</strong>e's sole and exclusive remedy, either: (i)<br />

release <strong>License</strong>e from further obligation to include the applicable ATI Trademarks on Products distributed<br />

in such country or jurisdiction until such claim is satisfactorily resolved, or (ii) defend <strong>License</strong>e with<br />

respect to such claim and pay all damages awarded by a court of competent jurisdiction, or such settlement<br />

amount negotiated by Licensor, attributable to such claim, provided that in either instance <strong>License</strong>e: (a)<br />

provides notice of the claim promptly to Licensor; (b) gives Licensor sole control of the defense and<br />

settlement of the claim; (c) provides to Licensor, at Licensor's expense, all available information, assistance<br />

and authority to defend; and (d) has not compromised or settled such proceeding without Licensor's prior<br />

written consent.<br />

5.2 THIS SECTION 5 STATES THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO<br />

INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS RELATED TO LICENSOR'S<br />

TRADEMARK(S). LICENSOR SHALL HAVE NO OTHER LIABILITY WITH RESPECT TO<br />

INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY AS A<br />

RESULT OF USE, LICENSE, OR DISTRIBUTION OF PRODUCTS BEARING LICENSOR'S<br />

TRADEMARK(S).<br />

6.0 LIMITATION OF LIABILITY<br />

a. Each party's liability to the other for claims relating to this <strong>License</strong>, whether for breach or in tort, shall be<br />

limited to the license fees paid by <strong>License</strong>e under this <strong>Agreement</strong> during the term in which the action is<br />

brought.<br />

b. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL,<br />

SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH OR ARISING<br />

OUT OF THIS LICENSE (INCLUDING LOSS OF PROFITS, USE, DATA, OR OTHER ECONOMIC<br />

ADVANTAGE), NO MATTER WHAT THEORY OF LIABILITY; EVEN IF EITHER PARTY HAS<br />

BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES. FURTHER,<br />

LIABILITY FOR SUCH DAMAGE SHALL BE EXCLUDED, EVEN IF THE EXCLUSIVE REMEDIES<br />

PROVIDED FOR IN THIS LICENSE FAIL OF THEIR ESSENTIAL PURPOSE. The provisions of this<br />

Section 6.0 allocate the risks under this <strong>License</strong> between Licensor and <strong>License</strong>e and the parties have relied<br />

upon the limitations set forth herein in determining whether to enter into this <strong>License</strong>.<br />

7.0 TERMS AND TERMINATION.<br />

7.1 Term. This <strong>License</strong> shall begin on the effective Date of the Domestic <strong>Dealer</strong> <strong>Agreement</strong> and shall<br />

expire and/or be renewed in accordance with the terms of the Domestic <strong>Dealer</strong> <strong>Agreement</strong>. Termination is<br />

permitted for breach of this <strong>License</strong> upon violation of any one of the conditions hereof, upon violation of<br />

the Domestic <strong>Dealer</strong> <strong>Agreement</strong> which is co-terminus herewith, or upon declaration of bankruptcy of<br />

<strong>License</strong>e.<br />

7.2 Effect of Termination. Upon termination of this <strong>License</strong>, <strong>License</strong>e shall promptly cease use, display and<br />

distribution of all Products and materials, or rendering of all Services, containing the ATI Trademarks "PT<br />

& AT", shall remove all ATI Trademark(s) from its internet website(s), from the key words or meta tags<br />

associated with such internet web sites, and shall request cancellation of any internet domain name that<br />

contains any ATI Trademark(s) or marks substantially similar thereto. All rights and licenses granted to<br />

<strong>License</strong>e under this <strong>License</strong> shall terminate upon such termination.


7.3 No Liability for Expiration or Lawful Termination. Neither party shall have the right to recover<br />

damages or to indemnification of any nature, whether by way of lost profits, expenditures for promotion,<br />

payment for goodwill or otherwise made in connection with the business contemplated by this <strong>License</strong> and<br />

by the Domestic <strong>Dealer</strong> <strong>Agreement</strong>, due to the expiration or permitted or lawful termination of this<br />

<strong>License</strong>. EACH PARTY WAIVES AND RELEASES THE OTHER FROM ANY CLAIM TO<br />

COMPENSATION OR INDEMNITY FOR TERMINATION OF THE BUSINESS RELATIONSHIP<br />

UNLESS TERMINATION IS IN MATERIAL BREACH OF THIS LICENSE.<br />

7.4 No Waiver. The failure of either party to enforce any provision of this <strong>License</strong>, or any delay by any<br />

party in the enforcement of any right hereunder, shall not be deemed a waiver of that provision. The rights<br />

of Licensor under this Section 7.0 are in addition to any other rights and remedies permitted by law under<br />

this <strong>License</strong>.<br />

8.0 MISCELLANEOUS<br />

8.1 Notices. All notices required by this <strong>License</strong> shall be in writing and shall be delivered as stated in the<br />

Domestic <strong>Dealer</strong> <strong>Agreement</strong>.<br />

8.2 Severability. If any provision of this <strong>License</strong> is held to be in violation of applicable law, void, or<br />

enforceable in any jurisdiction, then such provision is herewith waived or amended to the extent necessary<br />

for the <strong>License</strong> to be otherwise enforceable in such jurisdiction. However, if in Licensor's opinion deletion<br />

or amendment of any provisions of the <strong>License</strong> by operation of this paragraph unreasonably compromises<br />

the rights or increase the liabilities of Licensor, Licensor reserves the right to terminate the <strong>License</strong>.<br />

8.3 Language. This <strong>License</strong> is in the English language only, which language shall be controlling in all<br />

respects, and all versions of this <strong>License</strong> in any other language shall be for accommodation only and shall<br />

not be binding on the parties to this <strong>License</strong>. All communications and notices made or given pursuant to<br />

this <strong>License</strong>, and all documentation and support to be provided, unless otherwise noted, shall be in the<br />

English language.<br />

8.4 Governing Law. This <strong>License</strong> and <strong>Dealer</strong> <strong>Agreement</strong> is made under and shall be governed by and<br />

construed under the laws of the State of Utah. The parties agree that any action shall be brought as stated<br />

and agreed to by both parties in the Domestic <strong>Dealer</strong> <strong>Agreement</strong>.<br />

8.5 Assignment and Change in Control. This <strong>License</strong> may not be assigned or transferred by either party<br />

without the prior written consent of the other party, which consent shall not be unreasonably withheld or<br />

delayed, except that Licensor may assign or transfer this <strong>License</strong> to a majority-owned subsidiary.<br />

8.6 Construction. This <strong>License</strong> has been negotiated by Licensor and <strong>License</strong>e and by their respective<br />

counsel. This <strong>License</strong> will be fairly interpreted in accordance with its terms and without any strict<br />

construction in favor of or against either party.<br />

8.7 Force Majeure. Neither party shall be liable to the other party for non-performance of this <strong>License</strong>, if<br />

the non-performance is caused by events or conditions beyond that party's control and the party makes all<br />

reasonable efforts to perform.<br />

8.8 Complete Understanding. This <strong>License</strong> and the executed Domestic <strong>Dealer</strong> <strong>Agreement</strong> constitute and<br />

express the final, complete and exclusive agreement and understanding between the parties with respect to<br />

the ATI Trademark(s) and supersedes all previous communications, representations or agreements, whether<br />

written or oral, with respect thereto. This <strong>License</strong> may not be modified, amended, rescinded, canceled or<br />

waived, in whole or in part, except by a written instrument signed by the parties.<br />

ATI Trademarks<br />

PT Pepper Popper<br />

AT Pepper Popper<br />

PT Pepper Popper 2/3<br />

AT Pepper Popper 2/3<br />

PT Colt Popper<br />

AT Colt Popper<br />

PT Static<br />

AT Static<br />

PT Cowboy <strong>Action</strong> Static<br />

AT Cowboy <strong>Action</strong> Static<br />

PT Torso


AT Torso<br />

PT Full Size IPSC Torso<br />

AT Full Size IPSC Torso<br />

PT Hostage<br />

AT Hostage<br />

PT Swinger<br />

AT Swinger<br />

PT Turn Swing<br />

AT Turn Swing<br />

PT Dropper<br />

AT Dropper<br />

PT Rocker<br />

AT Rocker<br />

PT Dueling Tree<br />

AT Dueling Tree<br />

PT Plate Rack<br />

AT Plate Rack<br />

PT Evil Roy Practice <strong>Target</strong><br />

AT Evil Roy Practice <strong>Target</strong><br />

PT Evil Roy<br />

AT Evil Roy<br />

PT Hold<br />

AT Hold<br />

PT Hold Plus<br />

AT Hold Plus<br />

TASK<br />

Tactical Application Scenario Kit<br />

PT TASK<br />

AT TASK<br />

PT Tactical Application Scenario Kit<br />

AT Tactical Application Scenario Kit<br />

PT Runner<br />

AT Runner<br />

PT Runner 120<br />

AT Runner 120<br />

PT Runner 120v<br />

AT Runner 120v<br />

PT 12Volt Portable Runner<br />

AT 12 Volt Portable Runner<br />

PT 120 Volt Portable Runner<br />

AT 120 Volt Portable Runner<br />

PT 3D <strong>Target</strong>s<br />

AT 3D <strong>Target</strong>s<br />

PT 3D <strong>Target</strong> Stand and Feet<br />

AT 3D <strong>Target</strong> Stand and Feet<br />

PT Clearing Trap<br />

AT Clearing Trap<br />

PT Clearing Trap Full Size<br />

AT Clearing Trap Full Size<br />

PT Clearing Trap Table Top<br />

AT Clearing Trap Table Top<br />

Portable Bullet Trap<br />

PT Portable Bullet Trap<br />

AT Portable Bullet Trap


Rimfire Sport Dueling Tree<br />

PT Rimfire Sport Dueling Tree<br />

AT Rimfire Sport Dueling Tree<br />

Rimfire Dueling Tree<br />

PT Rimfire Dueling Tree<br />

AT Rimfire Dueling Tree<br />

EXHIBIT B<br />

ACTION TARGET, INC., A UTAH CORPORATION<br />

MINIMUM ADVERTISED PRICE POLICY<br />

It is the unilateral policy of <strong>Action</strong> <strong>Target</strong>, Inc., A Utah Corporation, ("ATI") to announce a minimum<br />

advertised price ("MAP") on all ATI products. We reserve the right to supply products only to those<br />

<strong>Dealer</strong>s whose advertised prices for the products are at or above the minimum advertised price.<br />

Each dealer shall be free to unilaterally establish its own resale prices and terms with respect to any ATI<br />

product. ATI and its employees shall have no authority to instruct any <strong>Dealer</strong> as to what its resale prices<br />

must be, and will not interfere with the <strong>Dealer</strong>'s independent establishment of resale prices.<br />

The terms of this ATI Advertised Price Policy shall be kept confidential as between ATI and <strong>Dealer</strong>.<br />

Changes to the products and/or the announced advertised price set forth below might be made from time to<br />

time at the sole discretion of ATI. It should be understood by all <strong>Dealer</strong>s, that no ATI representative or<br />

employee has any authority to alter, discuss any complaint about this policy or to alter, interpret or modify<br />

the policy, deviate from or impose other stipulations on this policy.<br />

Published retail (list) pricing is found on ATI’s website, www.actiontarget.com. This policy applies to<br />

advertised or published prices in any form of print media, catalogs, radio, TV or the Internet. Violations of<br />

this policy, including, but not limited to, lowering published or advertised prices by means of coupons,<br />

give-away incentives (including OEM parts), special discounts on products or shipping, or internet auction<br />

opening bids, may result in cancellation of authorized dealership status.<br />

IN WITNESS WHEREOF, the parties have caused this <strong>Agreement</strong> to be executed by their duly<br />

authorized representatives:<br />

<strong>Dealer</strong>:<br />

As an officer of Corporation by its President, and<br />

its Secretary. -- mm/dd/yy yy<br />

OR<br />

an individual or sole proprietor. -- mm/dd/yyyy<br />

Please provide the following information:<br />

Start date of Business -- mm/dd/yy yy<br />

Date Incorporated<br />

Tax ID #<br />

Social Security #<br />

State Tax Resale #<br />

Bank Name<br />

Bank Account #<br />

Bank Account Type<br />

Insurance Company Name<br />

Policy Number<br />

-- mm/dd/yyyy<br />

Please provide bank information:<br />

Please provide product liability insurance information:


Policy Limit<br />

Policy Expiration Date<br />

Work Phone<br />

-- mm/dd/yy<br />

Please provide your Company contact Information:<br />

E-mail<br />

URL<br />

This is not an application<br />

I AGREE AND SUBMIT THIS FORM ___<br />

RESET FORM ___

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!