DEALER AGREEMENT

Show Low MFG, an Arizona based company, appreciates your commitment to serve as a dealer (together with your affiliates, “Dealer”) for Show Low MFG. This Dealer Agreement (together with its exhibits, all of which are incorporated by this reference, “Agreement”) will commence on the Effective Date (as identified above) and will continue during the term identified in the Agreement, unless otherwise terminated as provided.
I           PRICING
Products and Pricing. Show Low MFG will make available for sale to Dealer the products at the prices identified in the current “Price List,” upon the terms provided in this Agreement. Show Low MFG may, at its sole discretion, and without incurring any liability to Dealer, change the features of, or discontinue the manufacture, license, or sale of any of its products. The prices of products will be subject to change from time to time and Show Low MFG will provide Dealer with written notice 30 days in advance of the effective date of any increase in any price in the Price List; provided, however, that Show Low MFG may decrease a price without notice. Price changes will apply to corresponding products that are ordered by Dealer on or after the effective date of a price change.
II. OTHER TERMS & POLICIES
1. Dealer agrees to be bound by the Terms and Conditions set forth in Exhibit A, along with the Bid Policy set forth in Exhibit B, both of which are incorporated in this Agreement by reference. Dealer also acknowledges the unilateral terms of Show Low MFG'S Minimum Advertised Price Policy, attached as Exhibit C. 2. Except as otherwise expressly provided, Show Low MFG may modify or amend the terms and/or policies set forth in this Agreement from time to time by providing written notice to Dealer and Dealer’s acceptance of such modified or amended terms and/or policies shall be evidenced by Dealer’s placement of purchase orders with Show Low MFG after its receipt of such notice. Each of the undersigned has reviewed and accepts to be bound by the terms of this Agreement as of the Effective Date and each party warrants that the individual signing this Agreement on its behalf is duly authorized to do so:

EXHIBIT A

TERMS AND CONDITIONS

1. Warranty and Returns

   Show Low MFG will use its commercially-reasonable efforts to ensure that the products will be free of defects in material and workmanship for a period of one year. Excluded from this warranty are defects directly or indirectly caused by actions or inactions of Dealer or defects that are directly or indirectly related to normal wear and tear, misuse, abuse, or neglect, changes, alterations, and/or anything other than defects in material or workmanship. The foregoing warranty is for the sole and exclusive benefit of Dealer and does not extend to any third parties, including without limitation any resellers or end users. Dealer acknowledges that, before returning any products to Show Low MFG for warranty inspection, Dealer will need to obtain a return authorization number and ship such products, freight prepaid and insured, to Show Low MFG, along with the return authorization number. In the event that Show Low MFG determines that such product does not conform to its specifications, Show Low MFG will have the right to repair or replace the product or issue Dealer a refund or credit for the product, as determined by Show Low MFG in its sole discretion.

2. Merchandising Materials

   All product merchandising materials provided by Show Low MFG to Dealer (e.g., display racks, fixtures, branding signs, posters and in-store artwork, and similar items) shall remain the exclusive property of Show Low MFG.

3. Trademarks and Other Intellectual Property

   a. During the term of this Agreement and subject to the terms of this Agreement, Show Low MFG hereby gives to Dealer a revocable, non-exclusive, non-transferable license (without the right to grant sub licenses) to use the trademarks, trade names, and other marketing names used by Show Low MFG for its products (collectively, the “Marks”) and/or any copyrighted images of Show Low MFG, solely:

   1. on or with the products, including the packaging, advertising, marketing, and other materials associated therewith;
   2. in connection with the development of Internet websites featuring the products (subject to the restrictions set forth in this Agreement); and
   3. in full accordance with all guidelines, policies, and instructions as may be promulgated from time to time by Show Low MFG. The license granted by the preceding sentence will not survive the termination of this Agreement.

   b. Dealer acknowledges and agrees that Show Low MFG owns and retains all right, title, and interest in and to the Marks, and that all of Dealer’s use of the Marks inures to the benefit of Show Low MFG. Dealer agrees to do nothing that (a) is inconsistent with Show Low MFG's ownership of the Marks, or (b) negatively impacts or affects the goodwill associated with Show Low MFG or the Marks, as may be determined by Show Low MFG in its sole discretion. Nothing in this Agreement gives Dealer any right, title, or interest in or to the Marks, other than the right to use the Marks in accordance with the terms of this License. Dealer will not attempt to register any of the Marks, and Dealer recognizes the great value of the goodwill associated with the Marks, and agrees that preliminary injunctive relief would be appropriate to restrain any unauthorized use of the Marks.

   c. Dealer will not do business under or operate any websites or form of social media (e.g., Facebook, Twitter, etc.) that incorporate or feature any name or designation containing a Mark without Show Low MFG's prior written permission.

   d. Dealer may have access to and become acquainted with Show Low MFG's confidential and proprietary information including, but not limited to, information concerning customers and accounts, pricing, personnel, sales, marketing, financial operations and methods, designs, and trade secrets (collectively "Proprietary Information"). Except with the prior written consent of Show Low MFG, Dealer will not disclose any of Show Low MFG's Proprietary Information directly or indirectly, or use it in any way, and will further make all reasonably necessary efforts to safeguard from disclosure any of Show Low MFG's Proprietary Information during the term of this Agreement and thereafter.

4. Disclaimer

   ALL SALES ARE FINAL. EXCEPT AS EXPRESSLY PROVIDED IN THE “WARRANTY AND RETURNS” SECTION, PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS WITHOUT ANY WARRANTY, AND Show Low MFG EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE.

5. Limitation of Liability

   EXCEPT FOR A BREACH OF THE “TRADEMARKS AND OTHER INTELLECTUAL PROPERTY” SECTION, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, EVEN IF ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES, AND NEITHER PARTY’S LIABILITY UNDER THIS AGREEMENT WILL EXCEED THE AMOUNTS PAID AND OWED BY DEALER FOR PRODUCTS HEREUNDER.

6. Resale of Show Low MFG Products

   Dealer is prohibited from acting as a distributor of products, re-selling any products other than to end users, and/or exporting any products outside of the United States without the prior written consent of Show Low MFG, which may be granted or withheld in Show Low MFG's sole discretion. In addition, Dealer is prohibited from selling Show Low MFG products on websites hosted or operated by third parties (e.g., Amazon Marketplace, etc.) or through other means of third-party distribution.

7. Delivery and Title

   Delivery to Dealer will occur, and title will pass to Dealer’s carrier, upon delivery by Show Low MFG to the carrier at Show Low MFG's facility, and upon such delivery, Dealer will be responsible for and bear the entire risk of loss or damage to the products (including any insurance charges) thereafter. Show Low MFG recommends that Dealer purchase an appropriate level of insurance to cover products purchased. Should Dealer need to file a claim with a shipping carrier, Show Low MFG will, to its best ability, provide needed documentation to assist Dealer with the claim. Dealer hereby grants to Show Low MFG a purchase money security interest in the products and any proceeds Dealer receives from sales thereof until payment of the full purchase price to Show