Partnership Agreement: Dealer EV
1) Parties to Agreement. This Agreement by and between EV Connect, Inc. ("EVC"), with headquarters located at 3623
Hayden Avenue, Culver City, California 90232 and the automotive dealership providing the customer referral
(“Dealer”).
EVC is in the business of electric vehicle infrastructure development, installatio n, maintenance, and integration,
and Dealer is in the business of selling and servicing electric and non-electric vehicles and related products.
Together, EVC and Dealer (together, the “Parties”) agree to form a mutually beneficial relationship as described
herein.
2) Relationship. Dealer agrees to refer its plug-in electric vehicle (“PEV” or “EV”) buyers – including both Plug-in
Hybrid Electric Vehicles (“PHEV”) and Battery Electric Vehicles (“BEV”) – to EVC for the purpose of providing an EV
charging solution and equipment installation services to those buyers. Referral of the customer to EV Connect
whether by phone of by a form on the EV Connect website shall be deemed explicit agreement with all of the terms
herein.
EV Connect agrees to make best efforts to educate customers and sell EV readiness site assessments, EV charging
equipment, (often referred to as EV Supply Equipment or “EVSE”) and installation services to customers.
EV Connect agrees to pay commissions as defined herein to the Dealer for all sales that result from qualified
referrals from the Dealer.
3) Sales Reports. EV Connect will report on commissionable sales activity on a monthly basis. Reports will be provided
to Dealer in electronic format (MS Excel file or similar) via email to the address identified as the primary point of
contact by the Dealer.
4) Dealer Commissions. EV Connect will commission Dealer for all customer sales that result from the qualified
referrals from the Dealer. The commissions will be in the following amounts:
EVSE hardware:
EVSE Installation:
US$50.00
US$100.00
Commissions will be paid on Net 60 terms following the monthly Sales Reports. Commissions will be sent electronic
transfer or via check addressed to the dealership and to the attention of the point of contact identified by the
Dealer.
5) Dealer Training. EV Connect shall provide, at no cost to the Dealer, occasional training on EV Connect’s products
and services, including but not limited to details of its current line of EVSE and its process for performing site
assessment and EVSE installations. The content and scheduling of this training will be at the sole discretion of EV
Connect.
6) Term of Agreement. This Agreement shall remain in effect for three (3) years from the effective date. Either Party
may terminate this Agreement per the terms in the Termination of Agreement section that follows.
7) Termination of Agreement.
a) Without Cause: This Agreement may be terminated by EV Connect in writing to the Dealer, without cause, at any
time and for any reason, including the termination of the product offering, whereupon the Parties shall be fully
released from their respective duties, rights, obligations and liabilities under this Agreement except as provided
below.
b) For Cause: This Agreement may be terminated in writing by either party for cause if either party violates any
term of this Agreement and fails to cure the same within thirty (30) days of receiving written notice of such
default.
8) Survivability of Terms. If a court of competent jurisdiction makes a final determination that any provision of this
Agreement is invalid, illegal or unenforceable for any reason whatsoever, and all rights to appeal the
determination have been exhausted or the period of time during which any appeal of the determination may be
perfected has been exhausted:
a) The validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be
affected or impaired thereby; and
b) To the fullest extent possible, the provisions of this Agreement shall be construed so as to give effect to the
intent manifested by the provisions held invalid, illegal or unenforceable.
8) Confidentiality. EV Connect and Dealer agree to hold all shared information about the products and services and
business relationship between the Parties as confidential and proprietary information.
For the purposes of the Agreement, "Proprietary Information" means all information, not generally known,
belonging to, or otherwise relating to the business of the Disclosing Party or its clients, customers, suppliers,
vendors, licensors, licensees, consultants, affiliates or partners, regardless of the media or manner in which it is
stored or conveyed, that the Disclosing Party has taken reasonable measures under the circumstances to protect
from unauthorized use or disclosure. Proprietary Information includes but is not limited to trade secrets as well as
other proprietary knowledge, information, and know-how; non-public intellectual property rights, including
unpublished or pending patent applications and the status of their prosecution and all related patent rights;
business plans or strategies; sales, cost and profitability information; operating techniques; formulae; processes;
machines; designs; drawings; discoveries; improvements; ideas; conceptions; test data; compilations of data; and
developments, whether or not patentable and whether or not copyrightable.
No disclosure, written, oral or visual, shall be made by any Party to this Agreement without first notifying the
persons present that a disclosure of a covered subject is to be made and the general nature of the disclosure. This
notice shall allow any Party to prevent the disclosure if it is felt it would compromise the business interests of the
person or persons receiving the material.
All Proprietary written or printed information shall be clearly marked as "Proprietary Information."
In the case of visual or oral disclosures, or physical demonstrations, the Disclosing Party shall, within 20 days of the
disclosure, send written confirmation to the recipients indicating that the subject matter disclosed is covered by this
Agreement.
Notwithstanding the foregoing, the Receiving Party is not released/relieved of its obligations under this Agreement
should it receive Proprietary Information that was not specifically marked Proprietary but that a reasonable person
working in the industry would know is Proprietary Information.
The Receiving Party agrees to hold the Proprietary Information in strict confidence and not to disclose the
Proprietary Information to any third parties except as otherwise permitted by this Agreement. The Receiving Party
further agrees not to use the Proprietary Information for any purpose, other than the Mutual Purpose, without the
prior written permission of the Disclosing Party.
The Receiving Party may disclose the Proprietary Information to its employees with a need to know but only to the
extent necessary to carryout out the Mutual Purpose. The Receiving Party agrees that all such employees shall be
bound by this Agreement through its execution by a representative of the Receiving Party and the Receiving Party
accepts responsibility for informing each employee receiving Proprietary Information to assure they agree not
disclose such Proprietary Information to any third parties, including consultants, without the prior written
permission of the Disclosing Party.
The Receiving Party may not disclose the Proprietary Information to any third party not an employee of the
Receiving Party without advance written authorization of the Disclosing Party. When such authorization is provided
the Receiving Party may disclose the Proprietary Information to its responsible consultants, vendors and
subcontractors but only to the extent necessary to carry out the Mutual Purpose and the Receiving Party agrees that
all such consultants, vendors and subcontractors shall be bound by this Agreement and shall evidence such
commitment by the execution of the Agreement in Exhibit A.
The Receiving Party shall protect the Proprietary Information against unauthorized disclosure, or use for any
purpose other then the Mutual Purpose for a period of seven (7) years from the date of disclosure, using the same
degree of care, but not less than a reasonable degree of care, as the Receiving Party uses to protect its own
Proprietary information of a like nature.
9) Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of
California.
10) Dispute Resolution. Except where necessary to seek injunctive relief to prevent or enjoin loss or harm to
Intellectual Property, any dispute arising out of or relating to this Agreement shall be subject to mandatory
confidential mediation for a period of up to thirty days, unless extended mutually by the Parties, by a neutral third
party mediator acceptable to both Parties. Any dispute not resolved by such mediation, arising out of or relating to
this Agreement shall be subject to final and binding arbitration under the then-current Commercial Arbitration Rules
of the American Arbitration Association; provided that the arbitrator(s) shall be neutral and shall be chosen from a
panel of arbitrators knowledgeable in the business of electronics manufacturing. The arbitration shall be held in Los
Angeles, CA, unless otherwise mutually agreed by the Parties. The arbitrator(s) shall not have the power to award
punitive or exemplary damages, or any damages which are disclaimed or waived in this Agreement. The decision and
award of the arbitrator(s) shall be final and binding, and the award so rendered may be entered in any court having
jurisdiction thereof.
11) Notices. All notices given under this Agreement (each, a "Notice") shall be in writing and delivered to the addresses
of the parties as applicable, by one or more of the following methods, (i) given by certified mail, postage prepaid,
return receipt requested, and is deemed given on the third (3rd) business day after the date of posting in a United
States Post Office, (ii) given by a nationally recognized overnight courier and is deemed given one day after delivery
to the overnight courier, or (iii) given by personal delivery and is deemed given upon receipt by the notified party.
At any time, either party may designate in writing to the other party a different notice address.
12) Changes. This Agreement cannot be modified or amended except by a written instrument signed by the Parties.
13) Waiver. No waiver by either Party of any breach, default or violation of any term, warranty, representation,
agreement, covenant, condition or provision of this Agreement will constitute a waiver of any subsequent breach,
default or violation of the same or other term, warranty, representation, agreement, covenant, condition or
provision of this Agreement.
14) Assignment. This Agreement shall inure to the benefit of, and be binding upon, the Parties hereto and their
respective successors, and permitted assigns. This Agreement may be assigned by either party only with the prior
written consent of the non-assigning party, which consent shall not be unreasonably withheld or delayed, except the
rights and obligations of either party may be assigned to another entity in connection with reorganization, merger,
consolidation, acquisition, divestiture, or other restructuring. Any assignment which does not satisfy the
requirement of the preceding sentence shall be null and void.
15) Entire Agreement. This Agreement contains the entire agreement and understanding between the Parties relative
to the subject matter herein, and supersedes any prior agreements and understandings between the Parties relating
to such subject matter, whether verbal or written. This Agreement may be executed in one or more counterparts
each of which shall be deemed an original, but all of which shall constitute one and the same document. The Parties
agree that signatures transmitted by facsimile or e-mail (electronically scanned) shall be binding as if they were
original signatures.