This Agent Agreement (“Agreement”) details the terms and conditions for agents selling SafeTravels Motor Club roadside assistance plans. For the purpose of the agreement, SafeTravels Motor Club, LLC, located at 7500 Alamo Road NW Albuquerque, NM 87120 will be defined as “Company”, and agents applying to sell SafeTravels Motor Club roadside assistance plans will be referred to as “Agent”. Each of Company and Agent may from time to time be referred to individually as a “Party” and collectively as the “Parties.”

Background

Company is in the business of providing roadside assistance services for vehicles, RV’s, travel trailers and horse trailers (“Services”). Company will be engaging Agent to sell SafeTravels Motor Club roadside assistance plans (“Program”) and by agreeing to these terms, Agent accepts this engagement.

Therefore, the Parties agree as follows:

1.      Non-Exclusive Appointment

• Company hereby appoints Agent, and Agent accepts such appointment, to act as a non-exclusive agent of the Program for sales of roadside assistance plans in the United States and Canada (the “Territory”) subject to the terms and conditions of this Except as otherwise stated in this Agreement, Company may in its sole discretion directly sell the Services and promote the Program to any third party.

• Agent shall engage in seller roadside assistance plans to their clients, and perform such other responsibilities allowed by Company, including forwarding Company Materials (defined below) to clients. Company shall have the right to limit the Territory, the Services, and the type of clients solicited by Agent within the Territory, as Company deems advisable in its sole discretion, upon written notice to Agent.

2.      General Agent Obligations

• Market the Program. Agent shall use its best efforts to market, advertise, promote, and solicit clients for participation in the Program with good business practice in the Territory. All promotions, advertising, or other materials related to the Program, and/or uses of Company’s name, trademarks, logos, trade names (the “Company Marks”) must be authorized by Company in writing. Agent and its staff shall conduct themselves in a professional manner and shall engage in no activities which reflect adversely on Company, the Services or the Program. If Agent becomes aware of any actual or potential complaint or adverse claim against Company or about the Services or Program by any person or entity, Agent shall notify the Company immediately.

• Prices. The prices, terms, and conditions under which Company offers or sells any Services or the Program shall be determined by Company in its sole discretion. Company shall have the authority to control all discussions and negotiations regarding any proposed or actual offering or sale of Services or Program participation. Company may terminate any agreement with any agent with written notice and confirmed receipt.

• Company Materials. Company may provide Agent with pertinent membership forms, standard agreements and list prices sales literature, brochures, and other promotional materials which Company deems necessary for the promotion and sale of the Services and Program. Agent shall not modify or alter any such terms or materials (“Company Materials”). Company shall retain all rights, title, and interest in and to such promotional materials and Agent shall promptly return such materials upon termination of this Any permitted use of Company name, trademarks or marketing collateral will be used solely for the purposes of marketing the Program during the Term and otherwise in accordance with this Agreement an any usage guidelines that Company may establish from time to time. Title to the Company trademarks, intellectual property, and any goodwill arising out of Contractor’s use of Company’s trademarks will remain with and belong to Company and its licensors.

• Costs and Expenses. Agent shall be solely responsible for any and all costs or expenses that it may incur in the performance of its obligations hereunder.

• General Cooperation. To the extent not otherwise required herein, Agent shall provide complete cooperation to Company in order to assist Company in maximizing Company’s success within the Territory.

• Obtain Government Approvals. Agent shall at its own expense remain in good standing and maintain all certifications, credentials, licenses, and permits necessary to conduct its business relating to its obligations hereunder.

• Prohibited Notwithstanding anything to the contrary in this Agreement, neither Agent nor its staff shall directly or indirectly: (a) make any representations or warranties on behalf of Company or with respect to the Services or Program, except such as are expressly authorized by Company or are set forth in Company’s literature or other promotional materials; (b) engage in any unfair, anti-competitive, misleading, or deceptive practices with respect to the Services, Company, or any third party, including product disparagement and any trade libel of Company or any third party; or (c) sell, market, advertise, promote, solicit the sale of, or offer to sell any products or services that compete with the Services, except to the extent this restriction is prohibited by applicable law.

3.      Commissions

• Commission Rate. Agent shall earn commissions (”Commissions”) on initial sales of the Services to new customers, as well as renewals by existing customers, at the rates agreed to.

• Commission Payment Terms. Commissions shall become earned and payable to Agent 30 (thirty) days following the last day of the month in which Company receives unconditional payment from the agent under the corresponding agent agreement (each, a “Payment Date”). For example, Commissions corresponding to customer payments received by Company between May 1 and May 31 shall become earned and payable to Agent on June 30.

• Monthly Reports. Company shall keep records of all completed sales of Services through participating agents, and make those records available in the website agent portal. Reports may also be made available upon request (”Monthly Report”) indicating: (a) all sales as to which Agent has earned Commissions pursuant to the terms; (b) the amount of payments received by Company with respect to such sales; and (c) the amount of Commissions due on the Payment Date. Agent shall notify Company in writing of any dispute regarding any Monthly Report within 30 (thirty) days from the end of the previous month. Agent will be deemed to have accepted all Monthly Reports for which Company does not receive timely notification of a dispute.

• Payment of Commissions on Termination. Upon the termination of this Agreement, Company shall continue to pay Agent Commissions on orders for Services received prior to the termination date for which customer payments are received on or before 90 (ninety) days after the termination date. OTHER THAN AS SET FORTH IN THIS SECTION 4, AGENT WAIVES ANY RIGHT IT MAY HAVE TO FURTHER COMPENSATION UPON TERMINATION OF THE AGREEMENT.

4.      Confidentiality

• All non-public, confidential or proprietary information, data, and materials of Company (including any notes or other documents which contain, reflect or are based, in whole or in part, on such information, data or materials), whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement is Company’s confidential information (“Confidential Information”) including, without limitation, information, data, and materials relating to Company’s or its affiliates’ businesses, operations, finances, pricing, sales, marketing, strategies, organization, suppliers, vendor and customers (including but not limited to supplier, vendor and customer lists), products, services, research and development, technology and technical data, information technology systems, internal processes, policies and procedures, intellectual property, trade secrets under applicable law, third party confidential information. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Agent’s breach of this Agreement; (b) is obtained by Agent on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; or (c) Agent establishes by documentary evidence, was in Agent’s possession prior to Company’s disclosure hereunder.

• Agent covenants that during the Term and for three years after termination of this Agreement, Agent shall (a) protect and safeguard the confidentiality of the Company’s Confidential Information with at least the same degree of care as Agent would use to protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use, access, or process Confidential Information for any purpose other than to exercise its rights or perform its obligations under this Agreement; (c) not, directly or indirectly, disclose or otherwise make Confidential Information available to any person or other entity without Company’s prior written consent except to Agent’s employees, consultants, permitted subcontractors, financial or legal representatives (“Personnel”) who need to know such Confidential Information to assist Agent to perform its obligations, act on its behalf or exercise its rights under this Agreement; (d) immediately notify Company of any improper disclosure, exposure, or misappropriation of any Confidential Information and assist Company in remedying any such unauthorized use or disclosure; and (e) upon Company’s request or in any event upon termination of this Agreement, at Company’s sole discretion, return or securely delete or destroy all Confidential Information and all copies (including electronic records), unless legally prohibited, in its systems or otherwise in its possession or under its control, and cause Agent’s employees, consultants and permitted subcontractors to do the same and certify in writing to compliance with these requirements. Agent shall be responsible for any breach of this Section caused by any of those individuals or permitted subcontractors.

• If Agent is required by applicable law, regulation or legal process (including subpoena, civil investigative demand or other similar process) to disclose Confidential Information prior to such disclosure, Agent shall promptly provide written notice, unless notice is prohibited by law, to Company’s Legal Department of such requirement so that Company may seek an appropriate remedy and/or waive compliance with this provision. If, in the absence of a protective order or the receipt of a waiver, Agent is nonetheless legally required to disclose Company’s Confidential Information, Agent may, without liability hereunder, disclose only that portion of Company’s Confidential Information which is legally required to be.

5.      Ownership

Agent acknowledges and agrees that Agent shall not acquire any ownership interest in any patents, trademarks, copyrights, domain names, works of authorship, trade secrets, Company Marks or any other intellectual property (collectively, “Intellectual Property”) owned by or licensed to Company under this Agreement. Agent shall use Company’s Intellectual Property solely for the purposes of performing its obligations under this Agreement and only in accordance with this Agreement and Company’s instructions. Any goodwill arising out of Agent’s use of Company’s Intellectual Property will remain with and belong to Company and its licensors. Company grants no right or license to Agent by implication, estoppel, or otherwise to the Services, Program or any of Company’s Intellectual Property. On expiration or earlier termination of this Agreement, Agent will immediately cease all display, advertising, promotion, and use of all of Company Intellectual Property and Company Materials and will not thereafter use, advertise, promote, or display any Company Intellectual Property, Company Materials, Service, or the Program.

6.      Warranties and Representations

• Agent hereby represents, warrants, and covenants that (a) it has full legal right, power, and authority to enter into this Agreement and perform its obligations and duties in this Agreement; (b) entering into this Agreement with the Company and Agent’s Referrals do not and shall not conflict with or result in any breach or default under any other agreement or commitment made to any person or entity; and (c) it has obtained all necessary permits, licenses, certifications, credentials and consents necessary to conduct its business and that may be required to carry out the Services and its obligations under this Agreement.

• Agent represents, warrants, and covenants that Agent (a) shall perform the services and its responsibilities under this Agreement in a professional and workmanlike manner; and (b) shall comply at all times with all applicable international, federal, state, and local laws and regulations.

7.      Indemnifications

Agent shall defend, indemnify and hold Company, its affiliates and their respective officers, directors, members, employees, consultants, and subcontractors harmless against all damages, claims, liabilities, losses, causes of action, settlements, judgments, costs and other expenses, including without limitation reasonable attorneys’ fees and costs, and the costs of enforcing any right to indemnification under this Agreement, whether or not a lawsuit or other proceeding is filed, that arise out of or relate to Agent’s or Agent Personnel’s (a) breach of its warranties, representations, covenants, or obligations under this Agreement; (b) negligence, fraud, or willful misconduct, except (in each instance of (a) or (b)) to the extent of Company’s negligence or willful misconduct. Agent shall not enter into any settlement without Company’s prior written consent.

8.      Insurance

During the term of the Agreement, Agent shall, at its own expense, maintain in force adequate workers’ compensation, commercial general liability, errors and omissions, and other forms of insurance, in each case with insurers reasonably acceptable to Company, with policy limits sufficient to protect and indemnify Company and its affiliates and subsidiaries and each of their directors, members, officers, and employees, consultants and contractors from any losses resulting from Agent’s conduct, acts, or omissions or the conduct, acts, or omissions of Agent’s Personnel. Upon Company’s request, Agent shall deliver to Company a certificate of insurance evidencing such coverage. Except where prohibited by law, Agent shall require its insurer to waive all rights of subrogation against Company and its insurers. Except for workers’ compensation, Company and its subsidiaries, directors, officers, and employees to be covered as an additional insured on such policies. Agent shall provide Company with 30 days’ advance written notice in the event of a cancellation or material change in Agent’s insurance policy.

9. Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE HEREUNDER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, RELIANCE OR PUNITIVE DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH SUCH LIABILITY IS BASED, WHETHER SUCH DAMAGE WAS FORESEEABLE OR WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO AGENT’S INDEMNIFICATION OBLIGATIONS, AGENT’S BREACH OF SECTION 4 (CONFIDENTIALITY) OR SECTION 5 (OWNERSHIP), OR TO THE EXTENT COVERED BY AGENT’S INSURANCE.

10.   Term, Termination

• Either Party may terminate this Agreement, with or without cause, by providing at least thirty (30) days’ prior written notice to the other Party.

• Company may terminate this Agreement (a) upon Notice to Agent, if Agent has materially breached any term of this Agreement and fails to cure such breach within fifteen (15) days of its receipt of that Notice specifying the breach; or (b) effective immediately upon Notice to Agent if Agent (i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

• Upon the expiration or earlier termination of this Agreement, Agent shall promptly:

  • cease to represent itself as Company’s authorized Agent with respect to the Services and Program, and shall otherwise discontinue all conduct or representations that might lead the public to believe that Agent is authorized by Company to market, promote or solicit sales of the Services or Program; and

  • return or destroy all documents and tangible materials (and any copies including electronic copies) containing, reflecting, incorporating, or based on Company’s Confidential Information, in accordance with Section 4 Confidentiality.

11. Audit Rights

Agent shall, at its sole cost and expense, maintain complete and accurate books and records relating to the provision of Services under this Agreement. During the Term and for three (3) years thereafter, Agent shall allow Company, or its authorized representative, at Company’s expense, to examine and make copies of such books and records, under terms of confidentiality, upon reasonable advance written notice to Agent, during Agent’s normal business hours and in such a manner as not to unreasonably interfere with Agent’s normal business operations and at Company’s expense, unless such examination reveals that Agent has breached this Agreement or Company has been underpaid by more than five percent (5%) of the amounts owing to Company, in which case, Agent shall reimburse Company for the reasonable costs of such examination. If such audit reveals that Agent has underpaid Company with respect to any amounts due and payable during the Term, Agent shall promptly pay the amounts necessary to rectify such underpayment.

12.   Miscellaneous

• Independent Contractor. The relationship between the Parties created by this Agreement shall be that of independent contractor. Nothing contained herein shall be construed to place either Party in the relationship of legal representatives, partners, joint ventures, or agency, and neither Party shall have the power to obligate or bind the other Party in any manner whatsoever. Further, neither the Agent, nor any agent, employee, consultant or representative of Agent, shall be deemed to be an employee, agent, or representative of Company for any purpose, nor entitled to any of the benefits Company provides its Agent shall be solely and entirely responsible for its acts and for the acts of its agents, employees, consultants, contractors or representatives during the Term of this Agreement. Agent assumes all risk and liability for loss of, or damage to, Agent’s property, and for personal injury, sickness and/or disease, including death resulting therefrom, sustained by Agent or any person employed or retained by it, while performing the Services, whether on Equine’s premises or elsewhere.

• Publicity. Agent shall not issue any press release, public statement or similar promotional or marketing material (including social media posts) discussing the relationship between the Parties, or between Company and its agents or dealers without first securing written approval and consent from Company.

• Equitable Relief. Agent acknowledges that any breach of its covenants or obligations set forth in this Section 5 (Confidentiality) or Section 6 (Ownership) would cause Company irreparable harm for which monetary damages would not be an adequate remedy and Agent agrees that, in the event of such breach or threatened breach, Company is entitled to seek equitable relief in addition to all other legal remedies to which it may otherwise be entitled.

• Notices. Any notice, consents, demands and waivers submitted by either Party to the other under this Agreement will be in writing and may be delivered by (a) first class mail, certified or registered, postage prepaid, return receipt requested; (b) personally served; or (c) emailed, and will be deemed duly given or sent when delivered to such Party at the address or email set forth below the signature lines. Either Party may from time to time change its Notice Address in writing to the other Party.

• Assignment. Agent may not assign, delegate, subcontract, or otherwise transfer this Agreement nor any obligations, rights, or interests arising out of this Agreement, or any part hereof, whether by operation of law, change of control or merger, or otherwise, without the prior written consent of Company. Any purported assignment or delegation in violation of this Section is void. No assignment or delegation relieves Agent of any of its obligations under this Agreement. Subject to the foregoing, this Agreement binds and benefits the Parties and their respective heirs, if any, successors and permitted assigns.

• Survival. Each provision which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Payment of Commissions on Termination, Confidentiality, Ownership, Indemnification, Limitation of Liability, Termination, Audit Rights, Notice, Governing Law.

• Severability. If any provision of this Agreement is held to be illegal or unenforceable, that provision will be modified, but only to the minimum extent necessary to cure the defect, and the remainder of this Agreement will remain in full force and effect.

• Third Party Liability. A person who is not a party to this Agreement shall have no right to enforce any of its terms.

• Governing Law. The laws of the State of Delaware govern all matters arising under and relating to this Agreement, without giving effect to its conflicts of law The Parties hereby irrevocably consent to the exclusive jurisdiction of the courts of New Castle, Delaware with respect to any matter arising under this Agreement.

• Waiver. No provision of this Agreement may be waived except by a writing executed by the Party against whom the waiver is to be effective. The failure of a Party to enforce the provisions of this Agreement will not be a waiver of any provision or the right of such Party thereafter to enforce each and every provision of the Agreement.

• Complete Agreement. The Agreement, including any attachments, exhibits or schedules thereto, constitutes the final, exclusive agreement between Company and Agent on the matters contained in this Agreement. It supersedes all previous negotiations and agreements.

• Counterparts. The Parties may amend this Agreement only by an agreement in writing that is signed by both Parties. No course of dealing between or among any persons having any interest in this Agreement will be deemed to change any part of this Agreement or any rights or obligations under this Agreement. This Agreement may be executed in one or more counterparts, each of which constitutes an original, and all of which together shall constitute one and the same agreement. Counterparts may be delivered via electronic mail (including pdf, DocuSign, or any electronic signature complying with the U.S. federal ESIGN Act of 2000) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.