Become a Dealer
Recital: Bear Paw markets and distributes its Products through its own efforts and through the efforts of its partners and resellers. As used in this Agreement the term “Product” refers to all Bear Paw Products and includes any item purchased from Bear Paw’s catalog. Reseller has expressed a desire to purchase, market, and sell the Products pursuant to the terms of this Agreement and Bear Paw desires to make the Products available to Reseller subject to the terms of this Agreement
1. No Wholesaling: Reseller shall not distribute the Products in a wholesale manner.
2. Non-Compete Agreement: Reseller shall not participate with the manufacturing or creating of any “competitive products,” i.e., any product with the same/similar function/utility as the Products.
3. No Amazon Sales: Reseller shall not sell Products on any Amazon websites or Amazon affiliated websites. Reseller also has an affirmative obligation not to sell any Products to any third parties who Reseller has reason to believe may market and sell the Products on Amazon and to take reasonable steps to investigate and correct any violations.
4. Honesty and Integrity: Reseller holds itself out as a professional in sales and is solely responsible to ensure it has and will fully comply with all applicable rules and regulations and will not implement any deceptive sales practices or violate any applicable local, state, or federal sales/ solicitation laws. It is a critical and material aspect of this Agreement that Reseller maintain a high standard of honesty and integrity.
5. Indemnification: Reseller shall defend, indemnify and hold harmless Bear Paw and any related entities and their officers, directors, employees, agents, shareholders and their successors and assigns, from, against and in respect of any and all damages, losses, tax deficiencies, liabilities, costs and expenses resulting from, relating to or arising out of: (a) any misrepresentation made by Reseller; (b) any breach of this Agreement by Reseller; or (c) any claims by any third party arising from or related to Reseller’s action or conduct related to or arising from this Agreement.
6. Law and Forum: Utah law shall govern this Agreement. The parties further irrevocably consent and acknowledge that the state and federal courts in and for Davis County, Utah shall have the sole and exclusive jurisdiction and venue for all disputes arising out of this Agreement.
7. Independent Contractor: Bear Paw’s relationship with Reseller is that of an independent contractor and nothing more.
8. Injunctive Relief: In addition to other available remedies, if Reseller breaches or threatens to breach this Agreement, Bear Paw shall be entitled to an immediate ex parte injunction, restraining Reseller from such breach. Reseller agrees and stipulates that Bear Paw will likely suffer irreparable damage if this Agreement is not specifically enforced and money damages may be inadequate. Reseller acknowledges and agrees that it is not likely to suffer any harm by the entry of any injunction enforcing this Agreement, and therefore, no bond is necessary.
9. Fees: The prevailing party in any dispute arising out of this Agreement shall be entitled to reasonable attorneys’ fees and costs.