AUTHORIZED RETAILER AGREEMENT

This Authorized Retailer Agreement (“The Agreement”) is made effective this _____ day of___________ 20____ between Vireo Systems, Inc., a Tennessee corporation, whose primary address is 305 Williams Ave, USA, herein known as (VSI) and ____________________________________ herein known as the Authorized Retailer or (AR) located at ___________________________________________ herein now known individually as a “Party” and/or collectively as the “Parties”.

  1. AR agrees to follow VSI’s Minimum Advertised Price (MAP) policy. MAP policy is the minimum advertised price the AR can advertise or solicit to the market VSI’s product to any end user or consumer. MAP applies to all advertisements in any media.
  2. AR is hereby authorized to sell products only in the United States through AR’s brick & mortar or its own online retail website(s).
  3. AR shall solely purchase the official Products for re-sale from the VSI and no other party.
  4. AR shall use reasonable efforts to market and promote the sale of the Products. All images or renderings of VSI’s products, trademarks, trade dress, tag lines, acknowledgment of intellectual property or other material used in the marketing, sale and promotion of VSI’s product must be provided exclusively by VSI.
  5. AR shall not in any manner tamper, alter, modify, or reproduce packaging, labeling and trademark dress for any of the Products.
  6. AR agrees not to resell Products on 3rd party online sites such as Amazon, Wal-Mart, Ebay, Groupon, Jet.com, or similar sites.
  7. This Agreement shall commence on the date indicated above and continue for one year, unless terminated earlier as provided herein. This Agreement shall automatically renew for one (1) year increments and continue until terminated upon at least 30 Days written notice by either party.
  8. Limitation of Liability. Upon termination by either party in accordance with any of the provisions of this Agreement, neither party shall be liable to the other because of the termination for compensation, reimbursement or damages due to loss of prospective profits or anticipated sales. AR shall remain responsible for paying any outstanding invoices within the terms which are no more than net 30 days.
  9. Confidentiality. AR acknowledges that by reason of its relationship to VSI it may have access to certain information and materials concerning VSI’s business, plans, customers, technology, intellectual property, and/or products that is confidential and of substantial value to VSI, which value would be impaired if such information were disclosed to other parties. AR agrees that it shall not disclose to any third party, any such confidential information revealed to it by VSI.
  10. Notices. Any notices required or permitted by this Agreement shall be deemed given if sent by certified mail, postage, return receipt requested or by recognized an overnight delivery service:

    If to VSI: Mark Faulkner, Vireo Systems, Inc, 305 Williams Ave, Madison, TN 37115
    If to AR: ________________________________________________________

  11. No waiver. The waiver or failure of either party to exercise any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.
  12. Entirety of Agreement. The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.
  13. Governing Law and Venue. This Agreement shall be deemed to have been made and accepted in Tennessee and the parties agree that the laws of the State of Tennessee shall govern this Agreement. Any action pertaining to this Agreement shall be commenced and prosecuted in the courts of Davidson County, Tennessee, and each party hereby submits to the jurisdiction of said courts and waives the right to change venue. Vireo Systems, Inc retains the right to compel binding arbitration or mediation if in its sole judgment it deems it appropriate as an alternative to any court action by either party.
  14. AR affirms that the signatory for this Agreement is duly authorized to bind AR in this Agreement.

Acknowledged and accepted: VIREO SYSTEMS, INC: AUTHORIZED RETAILER:

___________________________________ __________________________________

Signature Signature

___________________________________ ___________________________________
Printed Name & Title Printed Name & Title