Bullybag & Tool Company, Inc (BB&TC) and Dealer (some terms defined below) agree that Dealer is appointed as a Nonexclusive Authorized Dealer during the Term subject to the following:

1. Purchase From BB&TC or Authorized Distributors Only, Sell to End Users Only: Dealer (a) must purchase BB&TC products only from BB&TC or BB&TC Distributors and (b) may not sell the Products to anyone for resale.

2. Sale Through Approved Channels Only. Dealer may sell the Products solely at or through each location approved by BB&TC (brick and mortar and online as authorized) and may not sell the Products through any third-party website(s) or platform(s) not approved by BB&TC (including, but not limited to, Amazon, eBay, Craigslist and Facebook).

3. Use and Protection of BB&TC Intellectual Property: Dealer may use BB&TC IP as permitted by BB&TC and will refrain from challenging the rights claimed by BB&TC in the BB&TC IP or assisting any others in doing so.

4. Compliance with Laws and BB&TC Policies: Dealer will not take any action detrimental to the reputation or integrity of BB&TC or the Products. Dealer must comply with (a) all laws and all BB&TC Policies (except where mandatory compliance is not required) and (b) BB&TC requests relating to any law, regulation or recall of the Products. Dealer acknowledges that it has reviewed and understands and agrees to abide by the BB&TC unilateral minimum advertised price policy (“MAP Policy”).

5. Modification of BB&TC Policies and Approvals: At any time and without prior notice, BB&TC may modify any of the BB&TC Policies and rescind any of the approvals provided by BB&TC, with each such modification or rescission becoming effective immediately or as designated by BB&TC.

6. Termination of Agreement: Either Dealer or BB&TC may terminate this Agreement, with or without cause, effective thirty (30) days after receipt of notice or, in the case of a material breach, effective the date designated in such notice, but no sooner than the date of such receipt. Upon termination, Dealer shall cease use of all BB&TC IP, except as necessary to sell Dealer’s then-current inventory of the Products.

7. Buyback of Inventory: After notice of termination, Dealer, if requested by BB&TC, will (a) sell to BB&TC all of Dealer’s saleable and encumbrance-free inventory of the Products chosen by BB&TC at the actual price paid or in lieu of any amount due and (b) ship such inventory as directed by BB&TC at BB&TC’s expense.

8. Miscellaneous Items: Assignment of this Agreement by Dealer without the prior written consent of BB&TC is void. The relationship between the Parties is that of independent contractors, and Dealer shall have no authority to bind BB&TC. The BB&TC Documents shall be governed by and interpreted under Missouri law without regard to that state’s conflicts of laws provisions, and all disputes shall be litigated as a bench trial in federal court in Kansas City, Missouri or state court in Jefferson City, MO. Sections 1 through 9 of this Agreement survive its termination. The BB&TC Documents, as modified from time to time, constitute the entire understanding of the Parties and supersede all agreements and representations between the Parties, either oral or written, and are not subject to any rule of strict construction. In the event of any conflict between the BB&TC Policies and this Agreement, the BB&TC Policies will control. BB&TC’s interpretation of the BB&TC Documents governs. No failure by BB&TC to exercise any right(s) under the BB&TC Documents will constitute a waiver or limit any enforcement. Dealer agrees that BB&TC and the BB&TC Distributors may without liability cancel any pending orders (even if accepted) from Dealer and refuse to accept any new orders from Dealer. Each notice described in this Agreement must be in writing and is considered effective when received or refused (whether posted on an BB&TC website or sent via mail, email, courier, fax, bike messenger, or otherwise). Purchase order or other provisions from Dealer inconsistent with the BB&TC Documents are deemed stricken, unless expressly adopted in a written supplement signed by the Parties.

9. Definitions: For purposes of this Agreement: (a) “BB&TC Distributors” means resellers authorized by BB&TC to sell to Dealer; (b) the “BB&TC Documents” means this Agreement and the BB&TC Policies; (c) “BB&TC IP” means any or all of the patents, designs, trademarks, service marks, trade names, commercial symbols, copyrights, data, data bases, market information, trade secrets and confidential information in which BB&TC claims rights; (d) “BB&TC Policies” means collectively the then-current versions of the announcements issued or made available electronically or otherwise by BB&TC and labeled as policies, price lists or terms of sale or otherwise designated as policies by BB&TC; (e) “Nonexclusive Authorized Dealer” means that Dealer is authorized to buy and sell the Products under the terms of the BB&TC Documents; (f) the “Parties” means the Dealer and BB&TC; (g) the “Products” means those BB&TC products made available to Dealer by BB&TC or the BB&TC Distributors; and (h) the “Term” means the period from the Effective Date until this Agreement is terminated.

Comptroller & Policy Administrator
Bullybag & Tool Company, Inc.
6730 NW Tower Dr.
Platte Woods, MO 64151
e-mail: [email protected]