In order to become an authorized member of the Alltrack USA Dealer program and sell the products,
you need to read and agree to the terms listed below.

Effective Date: 01/01/2007

Alltrack USA Dealer Agreement

Alltrack USA ("Manufacturer") is engaged in the production and marketing of products for GPS tracking and you ("Dealer") would like to sell said products to end users of those products; and WHEREAS, the parties desire to make a joint commitment to the successful marketing of the Manufacturer's products and the resulting development of the Dealer's goodwill; NOW, THEREFORE, in consideration of the above premises and the mutual promises of the parties hereinafter set forth, Manufacturer and Dealer mutually agree as follows:

1. Appointment
Manufacturer hereby appoints Dealer an authorized Dealer of Manufacturer to sell and promote the product described in paragraph II hereof, and Dealer hereby accepts such appointment, subject to the terms and conditions of this Agreement ("Agreement"). Manufacturer and Dealer will conduct their business with each other and with end users with honesty and in good faith.

2. Product
Dealer is authorized to promote, sell and install the Alltrack USA Real-Time GPS product.

The Real-Time product has monthly access fees associated with it which primarily cover behind-the-scenes cellular costs incurred by Alltrack USA in communicating with the vehicle. Each communication with a vehicle involves making a cellular call and is called a "poll". Each unit has assigned to it a number of polls alloted to it per month. The available monthly plans are: 3, 6, 40, 100, 250, 500, 1000, 2500 & 5000 polls. The 3 poll plan is the minimum plan required to keep a Real-Time unit's account active.

Dealers can purchase the Real-Time product in 2 ways: (a) As a product for resale to a customer or (b) as a Demonstration unit to use in-house (Note that the Demonstration unit could be sold at any time to a customer).

(a) Real-Time units sold for resale to the customer shall be set to have a minimum of 3 polls monthly @ $2.95 wholesale price set up on the unit's account in order to keep the unit active and ready to be used by a customer upon purchase. Alltrack USA will pay for the first 90 days of this monthly $2.95 fee on each unit from the purchase date. If the unit is sold, the customer will immediately take over the monthly poll fee. If the unit has not sold after 90 days, the Dealer is required to take over the monthly $2.95 fee until the unit is sold. At any time, when the Dealer sells a unit, the customer will immediately take over the montly poll charges.

(b) Real-Time units purchased as Demonstrators in-house will require a monthly polling plan to be selected and paid for by the Dealer at a wholesale price. The monthly poll plan selected will depend upon how much they plan on demonstrating the unit each month and thus how many polls they will be using.

Here are the plans available with the wholesale prices:
3 polls = $2.95/ .50 cents each over 3 polls used.
6 polls = $3.95/ .50 cents each over 6 polls used.
40 polls = $7.95/ .25 cents each over 40 polls used.
100 polls = $9.95/ .25 cents each over 100 polls used.
250 polls = $14.95/ .25 cents each over 250 polls used.
500 polls = $19.95/ .15 cents each over 500 polls used.
1000 polls = $29.95/ .15 cents each over 1000 polls used.
2500 polls = $49.95/ .15 cents each over 2500 polls used.
5000 polls = $69.95/ .15 cents each over 5000 polls used.

The selected monthly fee will begin pro-rated from the purchase date. And the poll plan can be changed if desired. Let Alltrack USA know of the desired poll change and it will take effect on the 1st of the following month.

3. Dealer's Territory
The territory within which Dealer is authorized to sell is anywhere within the United States of America. The Real-Time product has limited use in Canada and Mexico, because of (1) unavailable on-screen maps and (2) limited cellular coverage using the Aeris cellular network, which the Real-Time product utilizes. Therefore the product is not viable for sale in these locations at this time.

4. Dealer Locations
Dealer shall maintain its location(s) for the sale of Manufacturer's product.

5. Dealer's Standards of Performance
Dealer shall expend reasonable efforts as follows:

(a) Dealer shall maintain adequate sales and service facilities and provide its employees with proper sales, service and installation training so as to provide appropriate sales, service and installation of the Product;

(b) Dealer shall take all reasonable steps to satisfy demand for & promote the sale of the Product;

(c) Dealer shall maintain an inventory of the Product adequate for prompt sales and service to end users of the Product and consistent with Dealer's purchase goals;

6. Manufacturer's Standards of Performance Manufacturer shall expend reasonable efforts as follows:

(a) Manufacturer shall supply Dealer with the Product on the terms and conditions provided in this Agreement and shall fairly allocate such Product among Dealers;

(b) Manufacturer shall make available over the telephone and using email, sales and technical personnel to provide regular sales and regular technical support to Dealer in its efforts to promote and sell the Product;

7. Purchase and Sale
A. Prices
Manufacturer shall sell and Dealer shall purchase Product at the current published Dealer price at the time of the placing of each order by Dealer.

B. Sales By Dealer to End Users
Dealer shall sell Product only to end users of the product; not any type of reseller.

8. Terms of Sale and Shipment
All sales to Dealer must be prepaid by credit card, check, money order or with PayPal. Sales to Dealer shall be at Manufacturer's expense to Dealer's facilities using standard ground shipping methods. Risk of loss or damage during transit shall be borne by Manufacturer and it shall be Manufacturer's responsibility to file claims for such damage or loss with the carrier. Manufacturer shall invoice Dealer upon shipment and payment shall be due in accordance with the terms of such invoice.

9. Term and Termination
A. Term
This Agreement shall remain in full force and effect for a period of five (5) years commencing upon the date of execution of this Agreement. It may be terminated only upon the grounds set forth in subparagraphs C, D, and E hereof.

B. Renewal
This Agreement shall renew automatically for successive periods of five (5) years except that it shall not be renewed if either party provides written notice of non-renewal one hundred and eighty (180) days prior to the expiration of the then current term of the Agreement.

C. Termination by Dealer
Dealer may terminate this Agreement or any renewal hereof at any time by giving the Manufacturer ninety (90) days' prior written notice of such termination.

D. Termination Upon Insolvency or Bankruptcy
Either party may immediately terminate this Agreement or any renewal hereof at any time by giving prior written notice of such termination to the other party in the event such other party becomes insolvent or institutes or permits to be instituted against it any proceedings seeking its receivership, trusteeship, bankruptcy, reorganization, readjustment of debt, assignment for the benefit of creditors, or other proceedings under the Federal Bankruptcy Act or as provided by any other insolvency law, state or federal, to the extent such termination is valid under such law.

E. Termination For Cause by Manufacturer
Manufacturer may terminate this Agreement for cause by giving ninety (90) days' prior written notice if Dealer fails to substantially perform ("breaches") any of its material obligations set forth in this Agreement. No such termination shall be effective unless the Manufacturer has, prior to sending the ninety (90) day notice of termination, provided the Dealer with a written notice of the breach(es) and has afforded Dealer ninety (90) days in which to cure such breach(es). The Manufacturer and Dealer shall meet within thirty (30) days of the sending of any such notice of any breach alleged, to attempt mutually to resolve the problem(s) and to attempt to maintain their Manufacturer-Dealer relationship.

F. Equity Payment Upon Termination Without Good Cause
Within thirty (30) days after it has been determined, by agreement of the parties or in an arbitration as provided hereinafter, that this Agreement was terminated by the Manufacturer without good cause, the Dealer shall receive from the Manufacturer an Equity payment." The equity payment shall be made in a lump sum, and shall consist of an amount of money equal to the last two (2) years of the Dealer's gross profits on sales of the Product. "Gross Profits" for this purpose is defined as the amount of monies received by the Dealer on sales to its customers minus the amount of monies paid by the Dealer to the Manufacturer for the product, but not including rebates received from the Manufacturer. Where the Agreement has been terminated prior to being in force for two (2) years, the Dealer shall receive an equity payment equal to its gross profits on sales of the Product for the period during which the Agreement was in force.

10. Effect of Termination
Upon any termination of this Agreement, the following shall apply:

A. No Holding Out
Dealer shall not thereafter represent itself to be or hold itself out as an authorized Dealer for Manufacturer or engage in any practices which might make it appear to a reasonable person that Dealer is still an authorized Dealer for Manufacturer.

B. Repurchase of Inventory
Manufacturer shall repurchase from Dealer any or all of the Manufacturer's then-currently marketable Product then in the possession or under the control of Dealer at Dealer's option. Such repurchase shall be made at the Dealer's original cost for such Product less a 5% restocking fee. The terminating party shall bear all costs of shipment.

11. Additional Representation by Dealer
Dealer is permitted to represent other suppliers competitive with Manufacturer.

12. Arbitration
The parties agree that the exclusive remedy hereunder with regard to any claims, disputes, or other matters in question between the parties or arising from this agreement shall be binding arbitration before one (1) arbitrator under the Rules of the American Arbitration Association. Arbitration shall take place within fifty (50) miles of the location of the Dealer. The arbitration decision shall be enforceable in any court within the jurisdiction of the arbitration.

13. Dealer's Independent Contractor Status
Dealer is an independent contractor hereunder and this Agreement does not create in any manner or for any purpose whatsoever an employer-employee or a principal-agent relationship between Manufacturer and Dealer. Dealer is not authorized to enter into an agreement for or on behalf of Manufacturer, to create any obligation or responsibility, express or implied, for on or behalf of Manufacturer, to accept payment of any obligation due or owed to Manufacturer, to accept service of process for Manufacturer, or to bind Manufacturer in any manner or thing whatsoever without Manufacturer's written consent.

14. Indemnification
Manufacturer shall indemnify and hold Dealer harmless from and against any claim, loss, liability, or expense, including, but not limited to, damages, patent and trademark infringement, costs and attorneys' fees, arising out of or in connection with any acts or commissions of Manufacturer or Manufacturer's agents or employees.

15. Warranties of Manufacturer
(a) Manufacturer shall warrant its Product to Dealer and consumers subject to reason able business limitations, customs, practices and maintenance/service requirements.

(b) Manufacturer shall promptly compensate or reimburse Dealer for excessive warranty service provided by Dealer which is necessitated by defective Product upon submission of reasonable proof of rendering of such excessive service by Dealer.

16. Transfer and Assignment
This Agreement may be assigned or otherwise transferred by either party upon the written consent of the other party, which consent shall not be unreasonably withheld. Manufacturer shall advise Dealer, within sixty (60) days after receipt of written notification by Dealer of Dealer's request to transfer or assign this Agreement, whether such transfer or assignment is approved. If it is disapproved, Manufacturer shall furnish Dealer with its grounds for disapproval in writing. Manufacturer's decision shall be based on objective factors focusing on the qualifications of the prospective new Dealer, its experience, and its potential as a Dealer for Manufacturer's product. If the prospective new Dealer is otherwise a qualified Dealer, it shall not be grounds for disapproval that it has not previously been a Dealer in Manufacturer's product.

17. Compliance with Laws
Manufacturer and Dealer shall comply with all statutes and regulations governing or otherwise applicable to the sale or distribution of Manufacturer's product.

18. Severability
The invalidity or unenforceability of any term or provision of this Agreement shall in no way impair or affect the remainder thereof, which shall continue in full force and effect.

19. Entire Agreement
This Agreement supersedes any previous written or oral understandings or agreements between Manufacturer and Dealer and is the only agreement between the parties currently in effect. Except as provided in this Agreement, no change in or addition to the terms and conditions contained herein shall be valid as between the parties hereto unless set forth in a writing which is signed by an officer of Manufacturer and an authorized representative of Dealer and which specifically states that it constitutes an amendment to this Agreement.

20. Waiver of Breach
Waiver by either party of a breach of any provision hereof shall not constitute a waiver of any succeeding breach of such provision or a waiver of such provision itself.

21. Notice
Any notice or other communication required or permitted under this Agreement shall be deemed to have been duly given if it is delivered personally or by facsimile with proof of receipt, or sent by registered or certified mail, return receipt requested, first-class postage prepaid.

Notices to Manufacturer shall be addressed as follows:
Alltrack USA
Dealer Relations
3374 Landrum Drive
Smyrna, GA 30082

Notice to Dealer shall be addressed to the address entered at to top of this web page.

22. Applicable Law
This Agreement shall be construed, interpreted, and enforced in accordance with the laws of the State encompassing the majority of the Dealer's territory.