Motorcycle Dealers Membership Agreement

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This Motorcycle Dealers Membership Agreement (this "Agreement") is made between Garage Composites, LLC, a Colorado limited liability company, d/b/a Garage Composites ("Garage Composites"), and:

In consideration of the promises and mutual covenants contained herein, the parties agree as follows:

  1. Benefits Provided

    As consideration for Members payment of the Membership Fees, as defined below, Garage Composites hereby agrees to provide to the Member, the 20-Club membership benefits applicable to the level of membership selected by Member (the "Benefits"), as set forth in the Membership Highlights Form, a copy of which is attached hereto as Addendum 1 (the "Membership Highlights Form"). Member hereby acknowledges and agrees that Garage Composites reserves the right, in its sole and absolute discretion, to amend the Membership Highlights Form, including, without limitation, the removal of benefits or services listed thereon. For the purpose of this Agreement, the Membership Fees shall mean $649/month for a full 20 Club membership or $449/month for a Reporting Only membership to be paid quarterly. Upon thirty (30) days prior written notice from Garage Composites to Member, Garage Composites shall have the right to revise, amend, and/or change the Membership Fees. For the avoidance of doubt, although meetings or events for a specific 20-Club may be organized by Garage Composites, the 20-Club members are responsible for the cost of these meetings, to include moderator travel expenses, which costs and expenses shall be in addition to the Membership Fees, and will be billed as incurred by Garage Composites. Additionally, benefits not expressly listed on the Membership Highlights Form are provided at an additional cost above and beyond the Membership Fees and are expressly not included hereunder.

    Upon the parties mutual execution of this Agreement, and for as long as Member complies with its obligations hereunder, Member shall be entitled to the Benefits set forth in the Membership Highlights Form, as amended from time to time. This Agreement shall remain subject to the 20 Club Member Terms and Conditions, which 20 Club Terms and Conditions are hereby incorporated into this Agreement by this reference. The 20 Club Terms and Conditions may be amended by Garage Composites at any time without notice to Member. In the event of any conflict between the terms and conditions contained in this Agreement and the 20 Club Terms and Conditions, the 20 Club Terms and Conditions shall govern.

  2. Payments

    Member hereby agrees to pay all invoices within fourteen (14) days of its receipt. Invoices that are not full paid within thirty (30) days of the due date shall, in the discretion of Garage Composites, result in suspension of the Benefits until balance is paid. All past due amounts shall accrue interest at a rate of 18% per annum, or the highest amount allowable by applicable law.

  3. Confidentiality

    Contemporaneously with the parties' execution of this Agreement, the parties shall initial the Mutual Confidentiality Agreement, substantially in the form attached as Exhibit A ("Mutual Confidentiality Agreement"), to demonstrate the parties' agreement to be bound by the terms and conditions contained therein.

  4. Term and Termination

    Garage Composites and Member hereby agree that either party may, at any time, cancel and terminate this Agreement for convenience by providing written/email notification of termination to the other party. In the event either party terminates this Agreement, Member shall be invoiced for all amounts outstanding in connection with the Benefits rendered prior to such termination and other amounts incurred by Member related to Garage Composites performance of services, including, without limitation, all service charges, penalties, interest, Membership Fees, and costs incurred. In the event Member terminates this Agreement, termination shall not be deemed effective until Member verifies receipt by Garage Composites of Member’s termination, which verification shall be by signed writing.

  5. Business Advice

    In connection with the 20 Club Membership program, including Garage Composites offering of the Benefits hereunder, Garage Composites sponsors events (the "Events") for the purposes of facilitating the sharing of information between and among Garage Composites and its customers, including Member. Member, as a benefit of its entering into this Agreement, may have an opportunity to participate in the Events. In connection with the foregoing, Garage Composites makes no representations or warranties with respect to the information that is shared at the Events and hereby places Member on notice that all such information is the opinion of third parties and shall not be considered the opinions of or information provided by Garage Composites. Member shall make its own decisions with respect to the value of the information shared and received at the Events. Garage Composites will not verify or certify the accuracy or completeness of any information shared at the Events and Member hereby agrees to hold Garage Composites harmless from any liability or injury arising from or related to Member’s participation in the Events, including information of Member that is shared or disclosed by any third party.

  6. Limitation of Liability

    The parties hereby expressly agree that Garage Composites, including its affiliates, agents, subsidiaries, managers, members and employees shall not be liable for any indirect, special, incidental, consequential or exemplary damages arising from this Agreement, including, without limitation, Garage Composites performance of services, and the sharing or receiving of information by Member, whether such information is provided by Garage Composites or any other third party. For the avoidance of doubt, the above described limitation of liability shall expressly include all claims asserted or threatened against Garage Composites for lost profits, loss of goodwill, or any other commercial damages or losses. In no event shall Garage Composites have any liability to Member above the total amount of Membership Fees actually received by Garage Composites from Member pursuant to this Agreement.

  7. Assignment

    This Agreement may not be assigned by Member to any other party.

  8. Entire Agreement

    This document, along with the 20 Club Terms and Conditions constitutes the complete and entire agreement of the parties regarding the subject matter contained herein. All modification or amendments must be made and agreed to in writing and signed by both parties.

  9. Choice of Law

    This Agreement shall be interpreted under the laws of the State of Colorado without reference to conflict of law provisions.

In Witness Whereof, the undersigned parties hereby enter into this Agreement as of the Effective Date, notwithstanding the actual date of execution. Agreed:
Dealership Information
Billing Contact Information - All billings will be quarterly and will be handled electronically
Primary Contact for Dealership
Second Contact for Dealership
Composite Input Contact Information

Exhibit A: Mutual Confidentiality Agreement

WHEREAS, in connection with the parties entering into the Membership Agreement that this Exhibit A is made part of, the parties desire enter into this Mutual Confidentiality Agreement to set forth the terms and conditions regarding the parties handling of Confidential Information, as defined below, disclosed by the parties in connection with the Membership Agreement and performance thereunder.

THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

  1. As used herein, "Confidential Information" means all information, regardless of the form in which it is transmitted, relating to each party's (or another party whose information each party has in its possession under obligations of confidentiality) past, present or future research, development or business plans, agreements, operations or systems (including, without limitation, studies or reports, software, specifications, memoranda, drafts and other information in either tangible or intangible form).
  2. Each party hereby agrees not to disclose any Confidential Information it receives from the other party to any person, firm or corporation except to employees of each party who have a need to know and who have been informed of each party's obligations hereunder. Each party shall use the same degree of care to avoid disclosure of such Confidential Information as each party uses, with respect to its own Confidential Information of like importance.
  3. Information shall not be deemed confidential or proprietary for purposes of this Agreement and the parties shall have no obligation with respect to any such information which: (a) is already known by the receiving party at the time of receipt; (b) is or becomes publicly known through no wrongful act of the receiving party; (c) is received from a third party without similar restrictions and without breach of this Agreement; (d) is lawfully required to be disclosed to any government agency or is otherwise required to be disclosed by law.
  4. In the event either party violates its obligations contained in this Mutual Confidentiality Agreement, the non-breaching parties shall have available, all remedies, including, without limitation, those provided for under applicable law and in equity, including injunctive relief.
  5. All Confidential Information disclosed by either party pursuant to this agreement in tangible form shall be and remains the property of its owner.
  6. This Agreement shall be governed and construed in accordance with the laws of the State of Colorado without regard to its conflict of law rules.
  7. This Agreement may not be modified or amended except in writing, signed or executed by duly authorized representatives of the parties.

Addendum 1: Garage Composites 20 Club Membership Highlights

Membership in Garage Composites 20 Club is one of the most strategic moves a dealership can make. It is important that you know what incredible resources come along with your membership. Below, you will find some brief highlights of the resources you will have access to when you become part of the Garage Composites family:

Composite Reports, Data Comparisons & Training for all Members

  • Secure Uploading and Data Protection - Great protection for monthly composite data submission, review, comparison with group data and benchmarks
  • Group Graph Comparisons - Easily view multiple years by key performance statistics
  • National Norms - Get a great snapshot of current industry outlook based on our large member base
  • Group Averages - Averages of your 20 Club group’s performance within the nation
  • Individual Numbers - Key performance statistics to assist tracking your dealership improvements
  • Periodic Free Webinars - Conducted by subject-matter experts, covering various topics and available to all members

20 Club Member Support

  • Experienced Dedicated Group Moderators - Available to assist you during and between meetings *
  • Regular Meetings with Group Members - Meetings generally occur 3 times per year (as determined by group members) *
  • Management 20 Clubs - Periodically include departmental managers exposing them to a 20 Club environment (determined by group members) *
  • Experienced 20 Club Staff - Assist all members with a variety of dealership needs *

* Does not include reporting only groups. Additional fees (e.g., meeting expenses) may apply to some services.

20 Club "Reporting-Only" Groups

  • Reporting-only dealers will be placed in a group of anonymous dealers with access to our secure data reporting, analysis and comparison system. They will not have moderators, regular meetings or a group email system. They may be invited to participate in periodic webinars, however.

Flexibility to Supplement Your 20 Club Membership with Additional Products and Services **

  • Management Training Academies – the most intensive, comprehensive, and fulfilling educational programs in the Powersports industry
  • In Dealership Training - Garage Composite trainers at your location for personal attention unmatched in the industry
  • Regional Training Seminars - One day training your people in airport hub cities close to your operation
  • Departmental Managers Reports - Used to drive managers towards key performance improvements

** Additional fees apply with the products and services mentioned above

As a member of the Garage Composites 20 Clubs, your success is our success. In addition to the membership highlights mentioned above, one of the greatest resources we have to offer your dealership is our staff. All of the staff at Garage Composites is concerned with the success of your business. Our goal is to be available to assist you with growing your business profitability.

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