Distributors: Artwork | L-3 EOTech Holographic Weapons Systems

2008 Distributor Agreement

L-3 Communications EOTech, Inc.’s (L-3 EOTech) U.S. Distributor Program is designed to allow direct factory access with significant benefits and incentive programs to U.S. distributors that stock L-3 EOTech products. In order to qualify as an authorized L-3 EOTech U.S. Distributor the following agreement must be accepted prior to delivery of L-3 EOTech product.

Please review the 2008 Distributor Agreement below and acknowledge your acceptance/rejection (Note, all fields are required). If you have any questions, please contact your L-3 EOTech Representative at (734) 741-8221.

L-3 Communications EOTech 1201 E. Ellsworth Road Ann Arbor, MI 48108 734-741-8868 Fax: 734-741-8221 Web: www.L-3com/eotech ===================================== 2008 U.S. DISTRIBUTOR AGREEMENT ===================================== WHEREAS, Distributor has confirmed to L-3 EOTech that it has the expertise to market, promote, and sell L-3 EOTech’s Products solely within the United States (hereinafter referred to as “Market Area”). WHEREAS, L-3 EOTech desires to retain Distributor to provide such marketing, promoting, and selling of Products in the Market Area, and Distributor desires to offer L-3 EOTech such service. NOW, THEREFORE, in consideration of the promises and mutual obligations hereinafter set forth the parties hereto agree as follows: 1. APPOINTMENT OF DISTRIBUTOR A. Subject to the terms and conditions and for the duration of this Agreement, L-3 EOTech appoints Distributor as an independent distributor for purchase and resale of the products listed on L-3 EOTech’s 2008 Distributor Price List. B. Distributor acknowledges that its appointment hereunder is nonexclusive. L-3 EOTech reserves the right to appoint consultants, representatives or additional distributors for the promotion or sale of the Products to customers in the Market Area. 2. TERM OF AGREEMENT This Agreement, unless terminated in accordance with the provisions of Article 16 hereof, shall become effective upon execution by all parties and shall remain effective until December 31, 2008. 3. REPRESENTATIONS AND WARRANTIES OF DISTRIBUTOR Distributor represents and warrants to L-3 EOTech the following: A. Distributor (i) is a corporate entity duly organized, validly existing and in good standing under the laws of its state of if an individual, a citizen of the United States (ii) has its principal place of business located at its address set forth above (iii) has all requisite corporate or other power, and has all material governmental licenses, authorizations, consents, and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted; and (iv) is qualified to do business and is in good standing in all jurisdictions in which the services required to be performed by it under this Agreement makes such qualifications necessary. B. Except as disclosed in writing prior to the date of this Agreement, there are no legal or arbitral proceedings, or any proceedings by or before any governmental or regulatory authority or agency, now pending or (to the knowledge of Distributor) threatened against Distributor which, if adversely determined, could (either individually or in the aggregate) have a Material Adverse Effect (as hereinafter defined). For purposes hereof, the term “Material Adverse Effect” means a material adverse effect on (i) the ability of Distributor to perform its services hereunder, (ii) the validity or enforceability of this Agreement, or (iii) the rights and remedies of L-3 EOTech hereunder. C. Upon the execution and delivery of this Agreement, the performance of obligations hereunder or compliance with the terms and provisions hereof will not conflict with or result in a breach of, or require any consent under, the charter or by-laws (or comparable organizational documents) of Distributor, or any applicable law or regulation, or any order, writ, injunction, or decree of any court or governmental authority or agency, or any agreement or instrument to which Distributor is a party or by which Distributor is bound or to which it is subject, or constitute a default or breach under any such agreement or instrument. D. Distributor has all necessary corporate and other power, authority and legal right to execute, deliver and perform its obligations hereunder; the execution, delivery and performance by Distributor of this Agreement have been duly authorized by all necessary corporate and other action on its part; and this Agreement has been duly and validly executed by Distributor and constitutes its legal, valid, and binding obligations, enforceable against Distributor in accordance with its terms. E. Except as previously disclosed by Distributor to L-3 EOTech in writing, no authorizations, approvals or consents of, and no filings or registrations with, any governmental or regulatory authority or agency, are necessary for the execution, delivery, or performance by Distributor of this Agreement or for the legality, validity, or enforceability hereof. F. All written and oral information supplied by Distributor is and will be complete, truthful and accurate, and that Distributor shall not obtain on L-3 EOTech’s behalf or provide to L-3 EOTech any information which is not legally available in the Market Area or which is procurement sensitive, proprietary or classified where there is reason to believe that possession of such information is unauthorized, illegal or unethical. G. In performing the duties required under this Agreement, Distributor will comply with the requirements of all applicable laws, rules, regulations and orders of governmental or regulatory authorities of the Market Area and shall take no action which would subject L-3 EOTech to penalties under Market Area laws. H. In connection with its distribution of L-3 EOTech Products hereunder, Distributor has not and will not make any payments or gifts or any offers or promises of payments or gifts of any kind, directly or indirectly, to any official of any Market Area government or any agency or instrumentality thereof; to any foreign political party or official thereof or any candidate for foreign political office; or to any person while knowing (or being aware of any probability) that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any foreign official, any foreign political party or official thereof, or any candidate for foreign political office in violation of the United States Foreign Corrupt Practices Act or the laws of the Market Area. I. (i) Neither it nor any of its employees or officers is an official, employee or active member of the armed forces of the Market Area government; an official or employee of the Market Area government; an official of a political party or a candidate for political office; an officer, director, employee or an “affiliate” (as defined in regulations under the Securities Exchange Act of 1934) of a L-3 EOTech customer; and (ii) as of the date of execution of this Agreement and during the term of this Agreement, no Market Area government official, and no official of any Market Area government agency or instrumentality is or will become associated with, or will own or presently owns an interest, whether direct or indirect, in Distributor or has or will have any legal or beneficial interest in this Agreement or the payments to be made by L-3 EOTech hereunder. J. Distributor has not and will not pay or tender, directly or indirectly, any commission or finders or referral fees to any person or firm in connection with its activities on behalf of L-3 EOTech without the prior written approval of L-3 EOTech. K. In respect of any business Distributor may assist or may have assisted in obtaining for L-3 EOTech, either directly or indirectly, under this Agreement or otherwise, it has not paid, offered, or agreed to pay any political contributions. L. Distributor is familiar with and will comply in all respects with U.S. laws, regulations, and administrative requirements applicable to L-3 EOTech’s relationship with Distributor including, but not limited to the Foreign Corrupt Practices Act (FCPA); International Traffic In Arms Regulations (ITAR); Export Administration Act, as amended (EAR); the Antiboycott Regulations and Guidelines issued under the Export Administration Act, as amended; Section 999 of the Internal Revenue Code (Antiboycott Regulations); and the Office of Foreign Assets Control (OFAC) Regulations. M. At all times Distributor is prohibited from exporting L-3 EOTech Products outside of the United States without prior written authorization from L-3 EOTech. N. At all times Distributor will act in the best interest of L-3 EOTech and will take no actions which are or may be detrimental to L-3 EOTech. O. Distributor certifies that none of its principal officers or employees has been convicted of or pleaded guilty to any offense involving fraud, corruption, or moral turpitude and that it is not now listed by any government agency as debarred suspended, proposed for suspension or debarment, or otherwise ineligible for U.S. Government procurement programs. P. Distributor agrees to give prompt written notice in the event that, at any time during the term of this Agreement, Distributor has failed to comply with or has breached any of its warranties hereunder. In the event Distributor has not so complied or has breached any of its warranties hereunder, this Agreement shall be null and void from the time of such non-compliance or breach. The foregoing warranties shall survive the termination of this Agreement and shall continue in effect with respect to all business activities of L-3 EOTech in the Market Area until all such activities have ceased. 4. REPRESENTATIONS AND WARRANTIES OF L-3 EOTECH L-3 EOTech warrants that it does not desire and will not request any service or action by Distributor that would or might constitute a violation of the Foreign Corrupt Practices Act or any other law, regulation or administrative requirement of the United States. 5. DISTRIBUTOR’S RESPONSIBILITY Distributor shall, for the duration of this Agreement and at its sole expense: A. Exercise its best efforts to promote the use and sale of L-3 EOTech Products in the Market Area. B. Maintain (i) satisfactory office space and facilities for the sale and servicing of Products, (ii) a staff sufficient in numbers and skill to perform successfully promotion, sales, and servicing functions; and (iii) a suitable stock of Products, related spare parts and equipment and L-3 EOTech’s current sales material. Distributor shall not use any advertising or promotional materials that L-3 EOTech did not provide unless Distributor shall have obtained L-3 EOTech’s prior written approval. C. Provide L-3 EOTech with financial statements of Distributor as L-3 EOTech may request in writing. D. Distributor shall notify L-3 EOTech in writing within three (3) days of Distributor’s receipt of any notice of threatened or actual litigation for claims made by Distributor’s customers or other parties involving the Products sold to Distributor hereunder. E. Distributor shall comply with L-3 EOTech’s then current Minimum Advertised Pricing (MAP) Policy (incorporated herein by reference) while this Agreement is in effect. A copy of L-3 EOTech’s MAP Policy is available upon request. Distributor agrees to comply with any of the L-3 EOTech’s requests to discontinue sales to any of Distributor’s resellers of Products which violate the MAP Policy. 6. DISTRIBUTION RIGHTS FOR PRODUCTS Subject to the terms and conditions of this Agreement, L-3 EOTech will sell Products to Distributor for resale by Distributor for its own account solely within the Market Area. L-3 EOTech’s sale of such Products will be at the 2008 L-3 EOTech Distributor Price List. If L-3 EOTech does not have an established list price for a particular requested Product, L-3 EOTech shall, upon written request of Distributor, quote a price therefore, exclusive of transportation, insurance, duties, taxes and other governmental charges, which shall not be subject to any discount. Prices and discounts are subject to change, and any Product may be discontinued at any time, at the sole discretion of L-3 EOTech. L-3 EOTech will endeavor to give sixty (60) days written notice to Distributor of any change in previously specified prices and/or discounts, but shall have no liability for any failure to do so. 7. L-3 EOTECH ACCEPTANCE AND TERMS OF SALE A. No order shall be binding on L-3 EOTech until duly accepted in writing by an authorized signatory of L-3 EOTech. L-3 EOTech shall have no obligation to accept any order submitted by Distributor and shall have no obligation to ship an accepted order unless the terms of payment and any extension of credit by L-3 EOTech are satisfactory to L-3 EOTech, in its sole discretion, at the time for shipment. L-3 EOTech’s obligations hereunder are subject to applicable U.S. laws and regulations, including the applicable U.S. export control laws. Distributor shall comply with all such applicable laws upon resale, retransfer, or other disposition of the Products. B. L-3 EOTech’s Standard Terms and Conditions of Sale, as may be amended by L-3 EOTech, shall govern all sales to the Distributor under this Agreement. L-3 EOTech’s Current Standard Terms and Conditions of Sale and Current Standard Purchase Order are available upon request. L-3 EOTech shall not be bound by any variation of such Terms and Conditions of Sale unless made and accepted in writing by an authorized official of L-3 EOTech. C. Distributor shall make payment to L-3 EOTech in accordance with payment terms specified by L-3 EOTech. To the extent Distributor shall fail to make payment as specified therein, or if for any other bona fide reason L-3 EOTech seems itself to be insecure as to payment, L-3 EOTech may, at its sole discretion, demand that Distributor make full or partial payment in advance, by COD, Credit Card, Money Order, Company check, or provide other satisfactory security or guarantees that invoices will be promptly paid when due. D. All sales to Distributor shall be subject to EOTech’s standard two (2) year warranty. Warranty returns require a factory issued return authorization number and written description of problem. L-3 EOTech Current Standard Warranty is available upon request. Distributor shall provide L-3 EOTech’s warranty to customers in connection with sales of the Products, provided, however, that such warranty shall only apply where Products have not been altered and where Products are used in strict conformance with L-3 EOTech’s specifications. L-3 EOTech shall have no liability, and Distributor shall indemnify L-3 EOTech under the terms of Article 24 hereof, with respect to any warranty given by Distributor with respect to Products (i) that have been altered without L-3 EOTech’s prior written authorization or (ii) that differs in any respect from L-3 EOTech’s standard warranty in effect at the time of sale to the customer. E. The liability of L-3 EOTech under this Agreement, and under any orders accepted by L-3 EOTech pursuant hereto, shall be limited to that arising from its obligations to supply Products in accordance with the terms and conditions of orders accepted by L-3 EOTech and its obligations under the terms of this Agreement. In no event shall L-3 EOTech be liable to Distributor, or anyone claiming through Distributor, for any loss or damage or delay in or failure of delivery due to: (i) any cause beyond L-3 EOTech’s reasonable control; (ii) any act of God, act of the purchaser, embargo, strike, slowdown, or other labor disturbance, war, riot, delay in transportation; (iii) inability to obtain necessary labor, materials, components, supplies or facilities; or (iv) inability to obtain necessary export licenses, import licenses, exchange permits, etc.; nor shall L-3 EOTech be liable to Distributor or anyone claiming through Distributor for loss of profits or for incidental, consequential, multiple, special or punitive damages, whatever the cause of such damages shall be. F. L-3 EOTech’s Incentive Programs, as may be amended by L-3 EOTech in its sole discretion, are incorporated into this Agreement by reference as if fully set forth herein. Copies of these programs are available upon request by Distributor. 8. EXTENDED WARRANTY In the absence of prior written permission from L-3 EOTech, Distributor is not authorized to make any adjustments or replacements of Products. Distributor agrees to extend no warranty to its customers on a Product beyond L-3 EOTech’s Standard Warranty. 9. CONFLICT OF INTEREST Except as previously disclosed by Distributor in writing to L-3 EOTech, Distributor shall not provide nor promote, market, offer, sell, nor represent the products of any Person within the Market Area which are or could be competitive with L-3 EOTech’s Products for which Distributor provides Products hereunder. For purposes of this Agreement, the term “Person” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, unincorporated organization, or government (or any agency, instrumentality, or political subdivision thereof). 10. LIMITATION OF LIABILITY L-3 EOTech’s liability for costs or damages allegedly incurred by Distributor arising out of, or in connection with Distributor's performance of its duties under this Agreement shall be strictly limited to commissions, if any, which may be deemed owing. In no event shall L-3 EOTech be liable for lost profits, or any other consequential, indirect, incidental, or punitive damages arising out of, or in connection with claims made against L-3 EOTech, whether such claims are alleged to arise in contract or in tort. 11. ASSIGNMENT A. Distributor shall not subcontract, delegate, or assign any of its rights or obligations under this Agreement without the prior written consent of L-3 EOTech. Any purported delegation, assignment, or transfer by Distributor of all or part of this Agreement or of any rights or obligations arising hereunder without the prior written consent of L-3 EOTech shall be void as to L-3 EOTech's obligations hereunder from the time of such delegation, assignment, or transfer, and shall be considered the basis for immediate termination of this Agreement. B. L-3 EOTech may assign its rights and/or delegate its obligations hereunder to its parent or other subsidiaries of the parent, or any affiliate, successor in interest or other third party. 12. NON-DISCLOSURE OF PROPRIETARY OR CONFIDENTIAL INFORMATION A. Distributor agrees not to disclose to others without the prior written consent of L-3 EOTech, either during or subsequent to the term of this Agreement, any proprietary or confidential information, knowledge or data of L-3 EOTech which Distributor may receive or have access to during the term of this Agreement, including proprietary or confidential information of L-3 Communications Corporation or of others which has come into L-3 EOTech's or Distributor's possession, such as, but not limited to, business plans, marketing information, cost estimates, forecasts, bid and proposal data, financial data, formulae, compositions, Products, processes, procedures, inventions, systems, or designs. Except as may strictly be required by its obligations under this Agreement, Distributor shall not use or reproduce any information or data furnished by L-3 EOTech hereunder. B. Distributor may not release any information with respect to this Agreement or the subject matter thereof without the prior express written approval of L-3 EOTech. Distributor shall not disseminate press releases, responses to press, advertisements, brochures, etc. which have not been authorized by the L-3 EOTech for public release. C. All materials to which Distributor has access or which were furnished or otherwise made available by L-3 EOTech to Distributor shall be and remain the property of L-3 EOTech. Upon expiration or termination of this Agreement or upon request of L-3 EOTech, Distributor shall return to L-3 EOTech all such materials, documents, and information, including any proprietary data, and all reproductions thereof then in Distributor's possession or control; and Distributor shall surrender all information or proprietary data developed by Distributor in connection with this Agreement, unless the information has been certified as having been destroyed or the retention of the information is authorized in writing by L-3 EOTech. D. Distributor's obligations of confidentiality under this paragraph and Agreement shall survive termination or expiration of this Agreement for five (5) years from the date thereof. 13. TERMINATION A. This Agreement shall become effective upon execution by all parties (“Effective Date”) and, unless earlier terminated in accordance with the provisions of this Article 13, shall automatically expire December 31, 2008 without written notice and may thereafter be renewed only upon the written agreement of both parties. B. L-3 EOTech may terminate this Agreement at will, without any cause whatsoever, upon thirty (30) days written notice to Distributor. C. If one or more of the following events shall occur, L-3 EOTech may terminate this Agreement upon written notice to Distributor, and the Agreement shall automatically terminate on the date of Distributor’s receipt of such notice: (I) Insolvency or bankruptcy of Distributor; or the termination, dissolution or liquidation (as a matter of law or otherwise) of Distributor; (II) The filing or commencement by or against Distributor of a petition or proceeding seeking its reorganization, liquidation, dissolution, arrangement or winding-up or the composition or readjustment of its debts or other relief under the laws of insolvency or bankruptcy or the commencement of any proceeding by any Person seeking the termination, dissolution or liquidation of Distributor; (III) The merger of Distributor with or into another Person, or any other transaction effecting a substantial change in control or ownership of Distributor; (IV) Breach by Distributor of any other provision hereof; or in the event that any other representation, warranty or certification made or deemed made by Distributor herein shall have been false or misleading as of the time made or furnished or shall be false or misleading at anytime; (V) Any law, regulation, ordinance or policy is adopted or in effect in the United States that would restrict L-3 EOTech’s termination rights or otherwise invalidate any provisions of this Agreement. D. The following provisions shall apply upon any termination or expiration of this Agreement: (I) L-3 EOTech may determine at its sole discretion whether Distributor shall (a) have the right to sell its existing inventory of the Products; or (b) be required to resell its existing inventory of Products to, or receive credit therefor from, L-3 EOTech. Any such repurchase or credit shall be at L-3 EOTech’s then current prices less any applicable discounts or at the net price paid by Distributor, whichever is lower, and shall apply only to inventory that is in its original packaging, is unopened, and is otherwise in its original, salable condition. L-3 EOTech shall specify its option in a written notice provided to Distributor upon expiration or termination of this Agreement. (II) Upon L-3 EOTech’s repurchase of Distributor’s inventory of Products or upon Distributor’s final sale of its inventory of Products under the provisions of Article 13 D (I) above, Distributor shall (a) cease all marketing and sales of L-3 EOTech Products and any other activities performed with respect thereto; (b) cease all use of proprietary or confidential information previously furnished by L-3 EOTech; (c) remove from its property and discontinue all use, directly or indirectly, of trademarks, designs, and markings owned or controlled, now or hereafter, by L-3 EOTech, or of any word, title, expression, trademark, design, or marking that, in the opinion of L-3 EOTech, is confusingly similar thereto; (d) turn over to L-3 EOTech Distributor’s current customer mailing list; and (e) take such action as is necessary to terminate Distributor’s registration as L-3 EOTech’s distributor with any governmental authority. (III) All indebtedness of Distributor to L-3 EOTech shall become immediately due and payable without further notice or demand, which is hereby expressly waived, and L-3 EOTech shall be entitled to reimbursement for any reasonable attorneys’ fees that it may incur in collecting or enforcing payment of such obligations. (IV) L-3 EOTech’s repurchase of Distributor’s inventory of Products, or Distributor’s right to sell such inventory if not so repurchased by L-3 EOTech pursuant to Article 13 D (I) hereof, shall constitute Distributor’s sole remedy for the termination or expiration of this Agreement and shall be in lieu of all other claims that Distributor may have against L-3 EOTech as a result thereof. Under no circumstances shall L-3 EOTech be liable to Distributor by reason of termination or expiration of this Agreement for compensation, reimbursement, or damages for loss of prospective compensation, good will or loss thereof, profits, or expenditures investments, leases or any type of commitment made in connection with the business of Distributor or in reliance on the existence of this Agreement. 14. FULL DISCLOSURE Subject to U.S. laws and regulations, Distributor agrees that full disclosure of the existence and terms of this Agreement, including the compensation provisions, may be made at any time and for any reason to whomever L-3 EOTech determines has a legitimate need to know such terms, including, without limitation U.S. government organizations. 15. INDEPENDENT CONTRACTOR Distributor is and shall be considered for all purposes to be an independent contractor in relation to L-3 EOTech under this Agreement. This Agreement does not make either party the agent or legal representative of the other for any purpose or grant any right or authority to assume or create, directly or indirectly, any obligation or responsibility, expressed or implied, on behalf or in the name of the other, or to bind the other in any manner. 16. RIGHT OF SET-OFF L-3 EOTech shall be entitled at all times to set off any amount owing or damages due at any time from Distributor to L-3 EOTech against any amount payable at any time by L-3 EOTech in connection with this Agreement. 17. CHOICE OF LAW AND VENUE Any disputes relating to this Agreement shall be governed by, subject to, and interpreted according to the laws of the State of Michigan, U. S. A., without regard to its conflict of law rules. The exclusive forum for the resolution of any and all disputes arising out of or in connection with this Agreement shall be a court of appropriate jurisdiction located in the State of Michigan, U.S.A. 18. RECORDS Distributor agrees that L-3 EOTech shall, during the term of this Agreement and for five (5) years after final payment has been made under this Agreement, have access to and the right to inspect and examine during business hours any relevant books, documents, papers and records of Distributor involving transactions related to this Agreement. 19. COOPERATION In the event a dispute arises between L-3 EOTech on the one hand and a customer or any other person on the other concerning any of the Products covered by this Agreement, Distributor agrees to provide to L-3 EOTech any assistance that may be required, including but not limited to the provision of such documents and testimony as may be reasonably requested by L-3 EOTech. 20. NON-WAIVER OF BREACH The failure by a party to this Agreement to assert any or all of its rights upon any breach of this Agreement by the other shall not be deemed a waiver of such rights either with respect to such breach or any subsequent breach, nor shall any waiver be implied from the acceptance of any payment or service. No written waiver of any right shall extend to or affect any other right such party may possess, nor shall such written waiver extend to any subsequent similar or dissimilar breach. 21. SEVERABILITY; PARTIAL INVALIDITY If any provision of this Agreement, or the applicability of such provision, shall be held illegal or unenforceable, the remainder of the Agreement or the application of such provision to other paroles and circumstances shall not be affected thereby. 22. NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT A. Distributor shall promptly report to L-3 EOTech in reasonable written detail each notice or claim of patent infringement, copyright infringement or invasion of any right of privacy of which Distributor has notice or knowledge and which arises out of this Agreement. B. In the event of litigation against L-3 EOTech or its customer(s) on account of any claim of patent infringement, copyright infringement, or invasion of any right of privacy arising out of this Agreement or out of the use of any Products furnished hereunder, Distributor shall furnish L-3 EOTech upon request all evidence and information in possession of Distributor pertaining to such litigation. 23. INDEMNIFICATION Distributor hereby agrees to indemnify and hold harmless L-3 EOTech, its employees, customers, assigns and others as to any claim asserted against L-3 EOTech or its employees, customers, assigns, or others alleging any liability arising out of any negligent or intentional wrongful acts of Distributor or its employees, agents, associates, or assigns that occur during the term of this Agreement. Such liability shall include, but is not limited to, damages (including punitive damages), costs, fees, and expenses. 24. NOTICE All formal notices or communications hereunder shall be sent by facsimile transmission or email, followed by a signed copy sent by commercial mail or courier, and shall be deemed to have been given when transmitted. Written notification of change in address, telephone, fax or contact person is required to be provided by either party to the other party. L-3 EOTech agrees to receive official notice at the address above to Edward Schoppman, Vice President of Sales and Marketing. Distributor agrees to receive official notice at the invoice address on file with L-3 EOTech. 25. INCORPORATION BY REFERENCE Any L-3 EOTech documents referenced to in this Agreement are incorporated by reference and made a part of this Agreement as if they had been set forth in full herein. Distributor may request copies of any such documents from L-3 EOTech. 26. INTEGRATION This Agreement incorporates all prior negotiations of the parties, constitutes the full understanding and entire agreement between the parties and supersedes any and all prior oral and written statements, understandings, and agreements with respect to the rendering of distribution services. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement shall be binding unless hereinafter set forth in writing and signed by the party to be charged. Both parties hereby waive the right to assert any claim against the other, its employees, customers, or assigns based upon any oral representation, statement, promise or agreement whether made before or after the date of this Agreement. Neither party has relied upon any representations or statements of the other except as stated hereinafter. This Agreement provides for full payment for all services to be rendered by Distributor to L-3 EOTech, and L-3 EOTech shall not be liable to Distributor other than to the extent and in the amount expressly provided herein. 27. L-3 EOTECH TRADEMARKS AND TRADE NAME A. Distributor agrees it will not use in any way L-3 EOTech’s trademarks and trade name, and it will not publish or cause to be published any statement, or encourage or approve any advertising or practice which may be detrimental to the good name, trademarks, good will or reputation of L-3 EOTech or its Products and Services. Distributor further agrees to withdraw any statement and to discontinue any advertising or practice deemed by L-3 EOTech to have such effect. B. Distributor shall in no way alter any trademark or trade name on Products or other merchandise supplied to it hereunder and shall not use or register the same or any trademarks or trade names similar thereto unless L-3 EOTech provides prior written approval therefore. Such approval in no way confers any rights to such trademarks or trade names on the Distributor, and any rights inadvertently acquired shall immediately inure to the benefit of, and automatically be transferred to, L-3 EOTech. In accordance with the provisions of Article 13 hereof, the Distributor shall immediately discontinue use of all L-3 EOTech trademarks and trade names upon termination of expiration of this Agreement. 28. FORCE MAJEURE Neither party shall be responsible for any failure to comply with the terms of this Agreement due to causes beyond its control for the period the effects of such causes continue. These causes shall include but shall not be restricted to: fire, storm, flood, earthquake, explosion, accident, acts of a public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restrictions, labor disputes, transportation embargoes or delays, acts of God, failure of the United States or any other government to grant export or import licenses or permits for relevant goods and materials or technical data. 29. COMPANY CONTACT The individual designated in Section 24 above shall be Distributor's primary point of contact with L-3 EOTech and is responsible for reviewing Distributor's performance hereunder. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representative. Yes, I agree to the terms No, I do not agree to the terms You may download a printable .PDF version of the 2008 Distributor Agreement. The following documents are incorporated by reference into the 2008 Distributor Agreement: Incentive Programs, MAP Policy, Standard terms and conditions, and Warranty.
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