RESELLER AGREEMENT
Reseller Agreement Fax: 888.876.6887 7.1 APPENDIX A RESELLER AGREEMENT between Tervis Tumbler Company _____________________________________ 201 Triple Diamond Boulevard _____________________________________ North Venice, Florida 34275 _____________________________________ (“Reseller” or ”Applicant”) (“Tervis Tumbler” or “Tervis”) _____________________________________________ Applicant’s Estimated Monthly Tervis Purchases ($) Subject to the Tervis Tumbler Company’s Purchasing & Marketing Policy and the terms and conditions of this duly executed Reseller Agreement (the “Reseller Agreement” or “Agreement”), Tervis appoints the Applicant named above as an independent, authorized, non-exclusive reseller (“Authorized Reseller”) of Tervis® branded products, i.e. insulated polymer tumblers, containers and accessories (collectively the “Products”). The term of this Agreement begins on the date of Tervis’ acceptance (“Effective Date”) and ends 12 months later (the “Initial Period”). The Agreement will renew automatically for successive periods of 12 months. Applicant accepts this appointment on these terms. Addenda: A. B. C. Credit Application (if applicable) Tervis Trademark Usage Request Form (if applicable) Licensed Product Reseller Agreement (if applicable) This Reseller Agreement consists of this signature page, the terms and conditions, the application inquiries, and the addenda identified above. The Agreement authorizes Applicant to purchase Tervis® branded Products from its Wholesale Division. The signatory to this Agreement represents that he/she is authorized by Applicant to execute and deliver this Agreement on behalf of Applicant, and to bind Applicant to the terms herein. AGREED TO AND ACCEPTED: AUTHORIZED RESELLER: _____________________________________ Dated _____________________________________ Authorized Reseller _____________________________________ Authorized Signature _____________________________________ Printed Name _____________________________________ Title _____________________________________ DATE OF TERVIS’ ACCEPTANCE RESELLER TERMS AND CONDITIONS These terms and conditions govern an Authorized Reseller’s rights, restrictions and obligations with respect to the advertising, display and resale of Tervis® Products. Over the past 60 years, Tervis Tumbler® has grown to become the industry leader in insulated polymer tumblers, containers, and accessories. To maintain Tervis’ prominent, hard-earned, and trusted brand name, Reseller must promote and display Products on a level that is commensurate with Tervis’ hard earned reputation in the marketplace. 1. Term. If, after the Initial Period, Reseller: 1.1. is not in violation of any covenants in this Agreement, and 1.2. CONFIDENTIAL has not received a cancellation notice from Tervis at least thirty (30) days prior to the expiration of the Initial Period, the Agreement shall renew automatically for successive one (1) year terms, unless otherwise terminated or superseded by a new form of Agreement. It is expressly agreed that Tervis is not obligated to permit this Agreement to renew from year to year. Page 1 ©2011 Tervis 0728 2. Termination. Either party may terminate this Agreement at any time, with or without any reason, upon three (3) business days prior written notice to the other party. In addition, Tervis may terminate this Agreement immediately upon the occurrence of the following events: 2.1. Reseller is declared or acknowledges that it is insolvent or otherwise unable to pay its debts as they become due or upon the filing of any proceeding (whether voluntary or involuntary) for bankruptcy, insolvency or relief from its creditors; or 2.2. Reseller violates any of the material provisions of this Agreement. 3. Minimum Advertised Prices. Authorized Reseller represents and warrants that it has received Tervis’ Minimum Advertised Price (“MAP”) Policy, the MAP Price List, and the MAP Questions & Answers. Authorized Reseller represents and warrants that it has read and understood the foregoing MAP Policy, Price List, and Questions & Answers. The MAP Policy and Price List are for advertised prices only and do not apply to actual resale prices which are unilaterally set by Authorized Reseller. Authorized Reseller acknowledges that Tervis enforces its MAP Policy. Authorized Reseller further acknowledges that Tervis will impose penalties up to and including termination for violation of the MAP Policy. 4. Trademark License. Subject to the terms and conditions of the Tervis Trademark Usage Request Form (Addendum B) and any applicable Reseller guidelines, each party grants to the other a non-exclusive, non-transferable, revocable license, without the right to sublicense, only in the Territory designated, to use, display and reproduce the other’s trademarks, logos, trade dress, trade names, elements of text, graphics, photos, designs, marketing materials, or other artwork (collectively “Trademarks”) solely in connection with the marketing, advertising, and promotion of Products during the Term of this Agreement. 4.1. Neither party will use, authorize, or permit the use of the other’s Trademarks in any way without the owner’s prior written approval. 4.2. Reseller’s submission of a completed Tervis Trademark Usage Request Form is a condition precedent to receiving Tervis’ written approval to use a Tervis Trademark(s) 5. Product Warranty Policies. 5.1. For multi-channel Resellers, the Tervis lifetime guarantee can only be used as a link to the webpage within the Tervis webpage that provides instructions for Tervis Product returns. No additional marketing messaging may be used. 5.2. Aside from Tervis’ lifetime guarantee, as specified on www.tervis.com, Reseller shall not make any additional warranties or representations regarding Tervis Products. 6. Qualified Distribution Products. Reseller must meet additional requirements to be eligible to order certain Tervis Products. 6.1. For example, Tervis offers a variety of Third Party Licensed Products as that term is defined in Tervis’ Purchasing & Distribution Policy. Many licensors, however, have specific channel, territory and advertising restrictions (e.g. John Deere prohibits web-based sales). To ensure compliance, Tervis must pre-approve Resellers for these purchases on a licensor by licensor basis. (see Addendum C). 6.2. Resellers who want to purchase Third Party Licensed Products will also be required to execute an indemnification / procedural agreement per license if they wish to sell such licensed products. 7. Inspection. Tervis may visit and inspect Reseller’s stores and websites from time to time, during normal operating hours, to ensure Reseller’s conformity with Tervis’ standards, including but not limited to those set forth in this Agreement. 8. Limitation of Liability. TERVIS SHALL BE HELD HARMLESS AND UNDER NO CIRCUMSTANCES, INCLUDING ANY INFRINGEMENT CLAIMS, SHALL TERVIS BE LIABLE TO RESELLER OR ANY OTHER PARTY FOR ANY REPROCUREMENT COSTS, LOST REVENUE OR PROFITS OR FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF TERVIS HAS BEEN INFORMED OF SUCH POTENTIAL LOSS OR DAMAGE. 9. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Florida. Venue for any action based upon a violation or enforcement of any term herein shall be in Sarasota County, Florida or in the United States District Court, Middle District of Florida in Tampa, Florida. 10. Notices. All notices or other communication required to be sent pursuant to the agreement shall be deemed to have been given when sent by hand delivery, facsimile, courier, overnight mail, or certified mail, return receipt requested to the following addresses: If to Tervis: If to Reseller: Tervis Tumbler Company 201 Triple Diamond Boulevard North Venice, FL 34275 Tel: 941.966.2114 IMPORTANT: RESALE OF PRODUCTS WITHOUT TERVIS’ WRITTEN PRE-APPROVAL IS STRICTLY PROHIBITED CONFIDENTIAL Page 2 ©2011 Tervis 0728 RESELLER APPLICATION DO NOT SUBMIT A RESELLER APPLICATION UNLESS YOU UNDERSTAND THE TERMS AND CONDITIONS AND AGREE TO ABIDE BY THEM. TERVIS RESERVES THE RIGHT TO AMEND OR MODIFY THE TERMS AND CONDITIONS AT ANY TIME IN ITS SOLE DISCRETION SECTION I: INSTRUCTIONS 1. To apply for status as an authorized Reseller of Tervis Tumbler products (“Reseller”), Reseller must complete and submit the Reseller Application below and, if necessary, the Credit Application. 2. Previously authorized Resellers that wish to order Products for a new territory or distribution channel must submit a separate Reseller Application regardless of whether that distribution channel operates through the Internet or a catalog. 3. Tervis considers, at its sole discretion, various factors when reviewing a Reseller Application including, but not limited to, Tervis brand positioning, highlighting of Tervis’ identity, projected sales volume, number of sales outlets, existing area dealers, pre-existing area competition, performance and brand loyalty. Tervis reserves the right, however, to approve, renew or deny any applicant or existing Reseller for any reason. 4. Only Reseller Applicants that operate through “brick & mortar” locations, websites or catalogs will be considered for authorized Reseller status. 5. If necessary, continue responses on separate sheet(s) of paper and submit together with the Agreement. SECTION II: PRIMARY BUSINESS CONTACT INFORMATION Registered Entity Name: Entity Type: Federal Tax ID: ______________________ Sole proprietorship Billing Address: _____________________________________ Corporation _____________________________________ Partnership _____________________________________ Other (explain): _____________________________________ ___________________ Delivery Address (if different): _____________________________________ Trade Name(s) (if applicable): _____________________________________ URL: Primary contact name: Title: tel: fax: email: fax: email: tel: fax: email: Date business commenced? Date business commenced at current location? Number of locations? Number of employees? Duration of time under current ownership? Annual gross sales ($)? Annual sales of drinkware ($)? Buyer contact name: tel: Accounts Payable contact name: Do you currently market and distribute other non-Tervis insulated tumblers or similar drinkware? Yes No If yes, identify the brand(s): SECTION III: PRIMARY OWNERSHIP Principal Owners, Stockholders, and/or Business Officers Name: % Owned Title: Primary Address: _____________________________________ _____________________________________ tel: CONFIDENTIAL fax: email: Page 3 ©2011 Tervis 0728 SECTION IV: MARKETING & DISTRIBUTION INFORMATION “Brick & Mortar” Sales Reseller Applicants with multiple “Brick & Mortar” locations may submit a single Reseller Application with the information requested immediately below for all relevant locations IF all the locations share the same retail concept and/or class of trade If, however, the retail concept and/or class of trade is different between one or more locations, Applicant must submit separate Reseller Applications for each such location. Tervis approval/denial of one location does not necessarily ensure approval/denial of others. A complete reseller application must include a total of three (3) photographs: two (2) of the location’s interior signage, showcase displays, etc. and one (1) exterior photograph of the store front. Store Name: Store Address: Location Description _____________________________________ _____________________________________ _____________________________________ Downtown Street Freestanding Rural Resort/Tourist Enclosed Mall Open Mall/Lifestyle Center Strip Center Other (explain): ____________________ Class of Trade Gift/Collectibles Tabletop/Gourmet/Housewares Store Home Furnishings Store Specialty Store (e.g. boating, golf, sports) Store manager name: tel: College Store Stationary Store Other (explain): ____________________ fax: email: Length of time at present location? Number of employees? Annual gross sales? Annual sales of drinkware? If approved as a Reseller, how many square feet in this store (approx.) will you devote to marketing Tervis products? Online Sales If you intend to market and distribute Tervis products through more than one website, attach the information requested below for each additional website on a separate sheet of paper. Resellers are prohibited from marketing or distributing Tervis Tumbler products on any auction websites (e.g., eBay), discount websites, comparison shopping websites, and price comparison websites or at flea markets. URL: Years online with current URL? Class of Trade Gift/Collectibles Tabletop/Gourmet/Housewares Store Home Furnishings Store Specialty Store (e.g. boating, golf, sports) Website username (if applicable): Website sales contact name: Annual online gross sales? CONFIDENTIAL College Store Stationary Store Other (explain): ____________________ Website password (if applicable): tel: fax: email: Annual online sales of drinkware? Page 4 ©2011 Tervis 0728 Catalog Sales If you intend to market and distribute Tervis products through more than one website, attach the information requested below for each additional website on a separate sheet of paper. Catalog Name: Years distributing catalog? Class of Trade Annual circulation? Gift/Collectibles Tabletop/Gourmet/Housewares Store Home Furnishings Store Specialty Store (e.g. boating, golf, sports) Catalog sales contact name: tel: fax: Annual catalog-based gross sales? College Store Stationary Store Other (explain): ____________________ email: Annual catalog-based sales of drinkware? SECTION VIII: ADDITIONAL FORM REQUIREMENTS Federal Form W9 FormDR-13 (Florida Business only) Appropriate Resale Certificate (SC, NY, TN, TX) Note: Approval as an authorized Reseller will be acknowledged in writing by the Tervis Sales Department. ADDENDUM A CREDIT APPLICATION IMPORTANT NOTES Completion of this application does not constitute establishment of a credit account. Credit approval is not final until you receive a letter from the Tervis Tumbler Credit Department with your credit limit and terms. If credit is extended, Applicant agrees to pay all debts incurred within the terms of sale indicated on the invoice. Should the debt become past due, Applicant expressly agrees to pay a service fee at the rate of 1.5% per month, or the maximum permitted under applicable state law, whichever is less. Applicant further expressly agrees to pay reasonable collection of the account, including attorneys’ fees, if necessary. Bank name and address: Primary contact name: URL: tel: fax: Type of account Account number email: Savings Checking Other Business/trade references Company name: Address: tel: fax: email: fax: email: Type of account: Company name: Address: tel: Type of account: CONFIDENTIAL REQUESTED CREDIT LINE: $ ____________________ Page 5 ©2011 Tervis 0728 Authorization to check bank and trade references By submitting this application, Reseller Applicant: 1. authorizes Tervis to check the supplied banking, business, and trade references. Tervis reserves the right to conduct background investigations related to parties applying for Authorized Reseller status; 2. represents and warrants that all financial information supplied pursuant to this Credit Application is true, accurate, complete, and not misleading in any respect and fairly represents Applicant Company’s financial position; and, 3. agrees to provide Tervis with an updated credit application, if periodically requested to do so on reasonable notice by Tervis, during the course of the Agreement. _____________________________________ Authorized Signature __________________________ Title __________________________ Date ADDENDUM B TERVIS TRADEMARK USAGE REQUEST FORM IMPORTANT NOTES Upon completion of this form, you may fax it to 1.888.876.6887 or email it to [email protected]. Requests will be reviewed and you will be contacted within 3-5 business days from the date the request is received. Pending Tervis’ written authorization, usage of any Tervis Trademark is prohibited. Requesting Company/Business Name: Primary contact name: tel: URL: fax: email: Your Tervis Contact Person: Describe Requested Tervis Trademark (Limit 10 images) Please Describe Requested Use of Trademark (include specifics, i.e., what purpose, which publication, web address and page, etc.) ATTACH ONE (1) COPY OF EACH PROPOSED ADVERTISEMENT/PROMOTION Image Format Needed (e.g. .jpg., .tif., etc.) Start and finish date of advertisement/promotion. If website, date image will be live. TERMS AND CONDITIONS FOR USE OF TERVIS TRADEMARKS 1. YOU AGREE AND ACKNOWLEDGE THAT TERVIS OWNS ALL RIGHT, TITLE, AND INTEREST IN AND TO THE TERVIS MARK(S), AND THAT NO TITLE TO THE TERVIS MARK(S) OR OWNERSHIP OF ANY RELATED INTELLECTUAL PROPERTY RIGHTS IS TRANSFERRED FROM TERVIS TO YOU HEREUNDER. 2. YOU WILL COMPLY WITH ALL USAGE AND QUALITY CONTROL SPECIFICATIONS PROVIDED TO YOU BY TERVIS AT ANY TIME, INCLUDING UPDATED SPECIFICATIONS SENT TO YOU FROM TIME TO TIME. YOU WILL USE THE TERVIS TRADEMARK(S) ONLY AS PERMITTED HEREIN. 3. TERVIS TRADEMARK(S) MUST BE REPRODUCED IN A CLEAN, ATTRACTIVE MANNER. THEY MUST NOT BE MANIPULATED IN ANY FASHION THAT ALTERS PROPORTION, DESIGN, COLOR (IF REPRODUCED IN COLOR) OR CONTENT OF TUMBLERS, EMBLEMS, OR DESIGNS. THE CURRENT TERVIS LOGO SHOULD ACCOMPANY PRODUCT VISUALS WHENEVER POSSIBLE. WHEN REPRODUCED FOR ANY APPROVED PURPOSE, THE LOGO MUST NEVER BE ALTERED IN FONT OR APPEARANCE. THE “WORKS LIKE MAGIC!®” TAG LINE IS CONSIDERED PART OF THE LOGO AND MUST ALWAYS BE INCLUDED WITH THE TERVIS TUMBLER LOGO. 4. TERVIS TRADEMARK(S) MAY NOT BE MARKETED OR DISPLAYED AS A CLOSEOUT OR CLEARANCE ITEM. THIS INCLUDES BOTH INSTORE AND WEBSITE SALES OF TERVIS TUMBLER PRODUCTS. TEMPORARY SPECIAL OFFERS, SUCH AS WEEKEND OR HOLIDAY SALES, MAY BE PERMITTED UPON APPROVAL FROM THE TERVIS TUMBLER MARKETING DEPARTMENT. CONFIDENTIAL Page 6 ©2011 Tervis 0728 5. TERVIS RESERVES THE RIGHT TO REVOKE AT ANY TIME ANY PERMISSION IT HAS GRANTED TO YOU IN THE EVENT YOUR USE OF THE TERVIS TRADEMARK(S) DOES NOT CONFORM WITH THESE TERMS AND CONDITIONS, INCLUDING ALL USAGE AND QUALITY CONTROL SPECIFICATIONS PROVIDED TO YOU, OR IF YOUR USE OF THE TERVIS TRADEMARKS IN ANY WAY DETRACTS FROM THE GOODWILL OF TERVIS TRADEMARK(S) OR TERVIS. SUCH REVOCATION WILL BE EFFECTIVE IMMEDIATELY UPON YOUR RECEIPT OF WRITTEN NOTICE FROM TERVIS. 6. TERVIS RESERVES THE RIGHT TO DENY THIS AND ALL REQUESTS TO USE ANY TERVIS MARK(S) FOR ANY OR NO REASON. 7. YOU WILL NOT COPY, DISPLAY, OR OTHERWISE USE THE TERVIS TRADEMARK(S) WITHOUT IDENTIFYING IT AS THE EXCLUSIVE PROPERTY OF THE TERVIS TUMBLER COMPANY BY PLACING THE FOLLOWING SENTENCE, IN A TYPE AND SIZE REASONABLY DESIGNED TO BE LEGIBLE TO ALL VIEWERS, DIRECTLY NEXT TO OR BELOW THE TERVIS TRADEMARK(S): “THIS IS A [REGISTERED] TRADEMARK OF THE TERVIS TUMBLER COMPANY.” ANY COPYING, DISPLAY, OR OTHER USE OF THE TERVIS TRADEMARK(S) WITHOUT THIS ATTRIBUTION, OR IN ANY WAY WHICH IMPLIES THAT YOU OR ANY OTHER PARTY IS THE OWNER OF THE TERVIS TRADEMARK(S), WILL BE CONSIDERED A BREACH OF THESE TERMS AND CONDITIONS. 8. ANY PERMISSION GRANTED TO YOU IS BASED ON INFORMATION YOU HAVE PROVIDED ON THIS FORM, AND WILL BE INEFFECTIVE IF THAT INFORMATION IS FALSE OR INCOMPLETE. SUCH PERMISSION WILL BE VALID ONLY THROUGH THE FINISH DATE PROVIDED ABOVE. YOU WILL CEASE ALL COPYING, DISPLAY, AND OTHER USE OF THE TERVIS TRADEMARK(S) ON THAT FINISH DATE. ANY COPYING, DISPLAY, OR OTHER USE OF THE TERVIS TRADEMARK(S) AFTER THAT FINISH DATE WILL BE CONSIDERED A VIOLATION OF TERVIS’ INTELLECTUAL PROPERTY RIGHTS, THESE TERMS AND CONDITIONS, AND THE RESELLER AGREEMENT. YOU AGREE THAT ANY SUCH VIOLATION WILL CAUSE GREAT HARM TO TERVIS AND THAT, IN ADDITION TO MONETARY DAMAGES, TERVIS MAY SEEK INJUNCTIVE RELIEF TO ADDRESS SUCH HARM. 9. YOU AGREE AND ACKNOWLEDGE THAT ALL RIGHTS ACCRUING THROUGH USE BY YOU OF THE TERVIS TRADEMARK(S) WILL INURE TO THE BENEFIT OF THE TERVIS. YOU AGREE TO ASSIST AND COOPERATE WITH THE TERVIS IN THE PERFECTION AND/OR ENFORCEMENT OF THOSE RIGHTS. By submitting this application, Reseller agrees to comply with the terms and conditions herein. _____________________________________ _____________________________________ Authorized Signature Date ADDENDUM C LICENSED PRODUCT RESELLER AGREEMENT between Tervis Tumbler Company _____________________________________ 201 Triple Diamond Boulevard _____________________________________ North Venice, Florida 34275 _____________________________________ (“Licensed Product Reseller”) (“Tervis Tumbler” or “Tervis”) _____________________________________ Third Party Trademark Subject to the terms and conditions of both this agreement and the annexed Reseller Agreement (collectively the “Licensed Product Reseller Agreement” or “Agreement”), Tervis appoints the Licensed Product Reseller named above as an independent, authorized, non-exclusive reseller of the third party licensed products described below. Reseller accepts this appointment on these terms. Attachment: A. Distribution Channels B. Approved Territory C. Licensed Product Advertising Form D. Third Party Licensed Product Artwork Release This Licensed Product Reseller Agreement consists of this signature page, the terms and conditions herein, and the attachments identified immediately above. This Agreement authorizes Applicant to purchase products directly from Tervis that contain Third Party Licensed Trademarks including word marks, logos, images, colors, color combinations, symbols, characters, designs, likenesses and visual representations associated with and/or related to the Third Party Licensor. The signatory to this Agreement represents that he/she are authorized by Reseller Applicant to execute and deliver this Agreement on behalf of Applicant, and to bind Applicant to the terms herein. LICENSED PRODUCT RESELLER: _____________________________________ Authorized Signature __________________________ Title __________________________ Date Note: Resale approval for Licensed Product will be acknowledged by the Tervis Sales Department. CONFIDENTIAL Page 7 ©2011 Tervis 0728 TERMS AND CONDITIONS 1. Tervis manufactures certain products pursuant to a licensing agreement with the above-referenced third party licensor (“Licensed Product”). 2. Licensed Product Reseller is authorized to purchase Licensed Product from Tervis for marketing and resale to retail customers through the designated distribution channels (see Attachment A: “Distribution Channels”) within the geographical territory (see Attachment B: “Territory”). 3. Advertising. The form and content of all advertisements require Tervis’ written approval prior to release. Proposed advertisements should be submitted to Tervis using the Licensed Product Advertising Submittal form (Attachment C). a. Use of Licensed Product Artwork. Upon submission by Licensed Product Reseller of the duly executed Licensed Product Artwork release form (Attachment D), Tervis will provide Licensed Product Reseller with available logos, trade dress, trade names, elements of text, graphics, photos, designs, trademarks, logos, marketing materials, or other artwork associated and owned by Third Party Licensor, to use solely for marketing, display and resale of Licensed Products during the term of the Agreement. 4. Audit. Licensed Product Reseller shall permit Tervis to inspect, on the premises of Licensed Product Reseller, at reasonable times during normal business hours and upon not less than ten (10) business days prior written notice Licensed Product Reseller’s: inventory, quality control records, and facilities used in or relating to the display, distribution or sale of Licensed Products, to ensure compliance with Licensed Product Reseller Agreement. 5. Disclaimer of Warranties. The rights granted under the terms of this Reseller Agreement are provided “as is” without warranties of any kind, either express or implied. Tervis disclaims all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or other violation of rights. Tervis does not warrant or make any representations regarding the use, validity, accuracy, or reliability of, or the results of the use of, or otherwise respecting, the Third Party Licensed Trademarks. IN NO EVENT SHALL TERVIS BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR SIMILAR DAMAGES, FOR LEGAL FEES, OR LOST PROFITS OR FOR ANY AMOUNT BEYOND THE AMOUNT ACTUALLY RECEIVED BY TERVIS TO THE EXTENT ARISING OUT OF CLAIMS OR SUITS CONCERNING THE USE, OR THE INABILITY TO USE, ANY OF THE THIRD PARTY LICENSED TRADEMARKS OR THIRD PARTY LICENSED PRODUCTS, REGARDLESS OF WHETHER TERVIS OR A TERVIS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6. Indemnification. Reseller agrees to indemnify and hold Tervis harmless from any loss, liability, damage, cost, or expense (including reasonable attorneys’ fees), to the extent arising out of any claims or suits concerning Reseller’s advertisement, promotion, sale, or distribution of Third Party Licensed Products. CONFIDENTIAL Page 8 ©2011 Tervis 0728 ATTACHMENT A TERRITORY 1. Licensed Product Reseller agrees that it will not market and/or distribute Licensed Products outside the Authorized Territories specified below: United States (US) Canada Guam US Territories and Possessions1 North America2 Caribbean US Military Bases Worldwide Puerto Rico Worldwide _____________________________________ US Territories and Possessions includes American Samoa, Federated States of Micronesia, Guam, Midway Islands, Puerto Rico, U.S. Virgin Islands (St. Croix, St. John, St. Thomas)) Anguilla, Antigua and Barbuda, Aruba, Bahamas, Barbados, Belize, Bermuda, British Virgin Islands, Canada, Cayman Islands, Clipperton Island, Costa Rica, Cuba, Dominica, Dominican Republic, El Salvador, Greenland, Grenada, Guadeloupe, Guatemala, Haiti, Honduras, Isla Aves, Jamaica, Martinique, Mexico, Montserrat, Navassa Island, Netherlands Antilles, Nicaragua, Panama, Puerto Rico, Saint Barthélemy, Saint Kitts and Nevis, Saint Lucia, Saint Martin, Saint Pierre and Miquelon, Saint Vincent and the Grenadines, San Andrés y Providencia, Trinidad and Tobago, Turks and Caicos Islands, United States, United States Virgin Islands. 1 2 ATTACHMENT B AUTHORIZED DISTRIBUTION CHANNELS 2. Licensed Product Reseller agrees that it will not market and/or distribute Licensed Products outside the Authorized Distribution Channels specified below: Tervis.com Owner website Apparel Tervis stores Owner stores General Owner affiliates Children’s Footwear Juniors ASI Distributors Auto Parts Beer, Wine & Liquor Stores Automobile Dealers Boat Dealers, Marinas, Yacht Clubs Bookstores Casino/Gaming General College Catalog, Mailer Order, Direct Selling Computer & Software Consumer Electronics, Music & Appliances Convenience/Gas Stores Corporations Cosmetics, Beauty Supply & Perfume (Rewards Programs, Incentives) Deep Discount/Off Price Stores CONFIDENTIAL Department Stores Discount/Mass General General Mid Tier Warehouse Clubs & Superstores Page 9 ©2011 Tervis 0728 Drug Stores & Pharmacies Event/Tournament Retail Venues Farm & Tractor Supply Fundraising Garden Centers and Nurseries Golf Equipment/Golf & Tennis Pro Shops Home Furnishings & Housewares General Home Furniture Health & Supplement Home Improvement & Hardware Natural & Specialty Foods Home Specialty paint & wallpaper, floor & window, pool & patio Grocery Internet/on-line Retail Office Products Hobby & Craft Jewelry & Watch Military & Government Exchange Pet Stores Recreational Vehicle & Motorcycle Retail Restaurants Specialty Gift Sporting Goods General General General Bars & Nightclubs (need approval) Airport, Hotel, Spa & Resort, Duty Free Specialty Art Dealers, Galleries & Museums Chain/Regional Gift & Souvenir Florist Food & Gourmet/Coffee Shops Independent Boutiques Party & Holiday Accessories State/National Collectibles, Sports Memorabilia, Trading Cards & Comic Books Parks Tobacco Stores Television Theme/Amusement Parks Toys & Games Used Merchandise/Second Hand Stores ATTACHMENT C LICENSED PRODUCT ADVERTISING FORM ATTACHMENT D LICENSED PRODUCT ARTWORK RELEASE CONFIDENTIAL Page 10 ©2011 Tervis 0728
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