This CUSTOMER AGREEMENT (this “Agreement”) is effective as of the date of that certain Memo of Understanding (the “Memo of Understanding”) previously signed by you and Servit.

BACKGROUND

WHEREAS, Customer, among its other activities, is in the business of selling automotive services and parts; and
WHEREAS, Servit, among its other activities, is a developer and vendor of a web based software package, and related hardware, systems, products, services, processes, and methods for the marketing, display and sales of automotive services and parts (the “Servit Web Tool”); and
WHEREAS, Customer desires to license from Servit, and Servit desires to license to Customer, the Servit Web Tool, in each case, on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1. SOFTWARE LICENSE

1.1 License. During the Term and subject to the Terms and Conditions, Servit hereby grants to Customer a limited, immediately revocable, non-exclusive, non-transferable, license, without the right to sublicense, to the Servit Web-Tool (the “License”) for use in the Customer’s dealership, which consists of a single facility under one roof (the “Customer Location”) designated in their previously executed Memo of Understanding, and to use the programs supplied hereunder (the “Programs”) and other materials related thereto (the “Documentation”, which collectively with the Programs are referred to as “Software” or the “Licensed Technology”) at the Customer Location.

1.2 Limitations on License and Transfer of Intellectual Property. No right or license is being conveyed by Servit to use the Software or the Documentation at any location or in any medium other than as described in Section 1.1. Customer shall not transfer any of their rights to the Licensed Technology, except in accordance with Section 9.7.

1.3 Licensed Technology Updates. Servit reserves the right to update and modify the Licensed Technology at any time and for any reason.

1.4 Restrictions on Use. Customer shall not, and shall not permit any third party to (i) modify or otherwise create any derivative work of any part of the Licensed Technology (ii) to use the Licensed Technology for any purpose other than the contemplated use in the Customer Location, for the sale, repair or servicing of new or used automotive vehicles (prohibited use includes but is not limited to third-party training, commercial time-sharing or service bureau use), or (iii) sell, license, sublicense, distribute, assign or otherwise transfer to a third party the Licensed Technology or any copy thereof, in whole or in part, without Servit’s prior written consent.

ARTICLE 2. FEES AND PAYMENT

2.1 Fees. In consideration for the License granted by Servit hereunder, the Customer shall pay a monthly fee in the amount agreed by the parties in the Memo of Understanding (the “Monthly Fee”), invoiced in advance of each month. The Monthly Fee shall be due on the later of: (a) the first business day of the applicable month or (b) five (5) business days after Customer’s receipt of Servit’s invoice.

2.2 Taxes. The Monthly Fee does not include sales, use, value added, duties or other excise tax. Customer shall pay all taxes invoiced by Servit at any time. Customer shall also pay any interest or penalties assessed on such taxes so long as such interest or penalties do not result from Servit’s failure to properly report the Monthly Fee to the applicable taxing authority or to properly invoice Customer. Customer agrees to hold Servit harmless from all claims and liability arising from Customer’s failure to report or pay any such taxes, duties or assessments for which Customer is properly notified by Servit. Customer shall have no liability for any taxes based upon Servit’s gross revenues or net income.

ARTICLE 3. PROTECTION OF LICENSED TECHNOLOGY

3.1 Ownership. Customer acknowledges and agrees that Servit or its licensors own and shall retain all proprietary rights, including all title, patent, copyright, trade secret, trademark and other intellectual property rights, in and to the Licensed Technology. Customer agrees that any updates, patches, bug fixes, workarounds, upgrades and enhancements to the Licensed Technology shall be the sole and exclusive property of Servit, subject to use by Customer in accordance with the terms and conditions of this Agreement. Customer acknowledges that the License granted under this Agreement does not provide Customer with title to or ownership of the Licensed Technology, but only a right of limited use under this Agreement.

3.2 Proprietary Markings. Customer shall not alter, remove or conceal any government restricted rights notice or any copyright, trademark, trade name or other proprietary marking or notice that may appear in or on the Licensed Technology.

ARTICLE 4. TERM AND TERMINATION

4.1 Term. The term of this Agreement shall commence on the Effective Date and end on the first anniversary of the Effective Date. Thereafter, this agreement shall automatically renew for successive one (1) year periods unless either party gives to the other party written notice of termination at least thirty (30) days prior to the end of the initial or any such renewal term.

4.2 Early Termination. Either party may terminate this Agreement in it entirety, with or without cause, by giving the other party thirty (30) days prior written notice of their intent to terminate.

4.3 Breach. Either party shall have the right to immediately terminate this Agreement and the license granted herein in the event: (i) the other party fails to comply with any of the terms and conditions of this Agreement and such failure has not been cured within thirty (30) days after written notice of such default to the other party; or (ii) the other party terminates or suspends its business, makes an assignment for the benefit of creditors, or has wound up or liquidated, voluntarily or otherwise.

4.4 Effect of Expiration or Termination. Upon expiration or termination of this Agreement, all rights to the Licensed Technology shall automatically revert to Servit without further action on the part of either party, and Customer shall cease using, displaying, promoting or accessing the Licensed Technology. The rights and obligations of Servit and Customer in Articles 2, 3, 7, 8 and 9, and this Section 4.4, shall survive indefinitely. In the event of any termination of this Agreement, within five (5) days after such termination, Customer shall: (i) erase or destroy any Licensed Technology contained in any computer memory or data storage apparatus under the control of Customer; (ii) return to Servit or destroy, at Customer’s expense, any items of Licensed Technology in the possession or control of Customer, including all copies of any item Servit Software or documentation, and (iii) deliver to Servit a certification, in writing signed by an officer of Customer, within thirty (30) days of the expiration or termination of this Agreement, that the Licensed Technology and all copies of any item thereof have been returned or destroyed and their use discontinued.

ARTICLE 5. THIRD PARTY PRODUCTS, INCLUDING HARDWARE AND SOFTWARE

Third Party Software and Hardware. Customer understands that to use the Licensed Technology they will need certain software and hardware obtained from third parties (“Third Party Products”). NOTWITHSTANDING ANY PROVISION EXPRESS OR IMPLIED TO THE CONTRARY, SERVIT MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY OF THE THIRD PARTY PRODUCTS THAT CUSTOMER PURCHASES OR USES AND SUCH PURCHASE AND USE OF THIRD PARTY PRODUCTS IS AT CUSTOMER’S OWN RISK. All warranties covering such Third Party Products are exclusively between Customer and such third party vendors.

ARTICLE 6. WARRANTIES

6.1 Licensed Technology. The Licensed Technology shall, at all times: (i) be free from defects in material and workmanship under normal use, and (ii) function properly and in conformity with this Agreement and with the descriptions and specifications set forth in the Documentation.

6.2 Virus. To the best of Servit’s knowledge, the Licensed Technology is free of viruses, worms, logic bombs, Trojan horses, or similar malicious instructions, techniques, or devices capable of disrupting, erasing, disabling, damaging, or shutting down a computer system or software or hardware component thereof.

6.3 Disclaimer of Any Other Warranties. EXCEPT FOR THE EXPRESS, LIMITED WARRANTIES PROVIDED IN THIS SECTION, SERVIT MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED TECHNOLOGY AND SERVIT DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT BY STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. SERVIT SPECIFICALLY DOES NOT WARRANT THAT THE LICENSED TECHNOLOGY SHALL (A) MEET ALL OF CUSTOMER’S REQUIREMENTS, (B) OPERATE PROPERLY IN ALL COMBINATIONS WHICH MAY BE SELECTED FOR USE BY CUSTOMER; (C) BE ERROR-FREE OR UNINTERRUPTED.

ARTICLE 7. LIMITATION OF LIABILITY

7.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SERVIT’S TOTAL LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE WITH RESPECT TO THE LICENSED TECHNOLOGY AND ANY OTHER MATERIALS OR SERVICES PROVIDED HEREUNDER SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO SERVIT UNDER THIS AGREEMENT.

7.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SERVIT BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR OTHER INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE OR LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SERVIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES THAT THE AMOUNTS PAYABLE HEREUNDER ARE BASED IN PART ON THESE LIMITATIONS, AND FURTHER AGREES THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

ARTICLE 8. CONFIDENTIALITY

8.1 Confidential Information. “Confidential Information” of means all information related to Servit of a confidential, proprietary or trade secret nature furnished in oral, written or machine-readable form, including, but not limited to, trade secrets, software, hardware, designs, inventions, ideas, concepts, know-how, products, product plans, processes, procedures, methods, applications, technologies, customer or supplier information, formulas, patterns, devices, drawings, machinery and equipment, specifications and information, training and consulting materials, company plans, business policies and financial information, employee information, marketing information and other information which (a) has value because it is not generally known, and (b) Servit uses reasonable efforts to protect. Confidential Information does not include any information that (i) is or becomes available to the general public due to no fault of Customer; (ii) is in Customer's possession prior to the disclosure; (iii) disclosed to Customer by a third party who is under no obligation to hold that information in confidence; (iv) is independently developed without use of the Confidential Information; or (v) is demanded by subpoena or other valid instrument issued by a court of competent jurisdiction or through any judicial or administrative process in accordance with U.S. law, provided that the Customer notifies Servit ten (10) business days prior to complying with such demand to allow Servit to seek a protective order, or defend such demand before disclosure is made. If requested by Servit, Customer shall cooperate (at the expense of Servit) in any such action by Servit.

8.2 Exceptions. Customer shall not disclose the Confidential Information except to Customer’s employees or subcontractors who have a reasonable need to know the Confidential Information and have agreed to be bound by the terms of this Section 8.2, or an agreement no less restrictive than this Section 8.2; provided that Customer is liable for all acts and omissions of such employees and subcontractors related to the Confidential Information. The Confidential Information shall be used only by Customer in the course of its business. Customer agrees (a) to hold the Confidential Information in confidence, and (b) to protect and store it consistent with its own most highly confidential information, but in no event to use less than a reasonable standard of care, (c) not to copy, duplicate, disclose or deliver all or any portion of the Confidential Information to third parties unless the third party has signed a nondisclosure agreement with Servit and (d) to return it to Servit upon request. These obligations will continue until the third (3rd) anniversary of the termination or expiration of this Agreement; provided, however, that, to the extent the Confidential Information constitutes a trade secret under law, Recipient agrees to protect such trade secret(s) for so long as the information qualifies as a trade secret under applicable law.

8.3 Return of Confidential Information. At any time as Servit may request, Customer shall promptly either return or destroy all (or, if Servit so requests, any part) of the Confidential Information in Customer's or any of its employees', agents' or contractors' possession or control, and all copies thereof, and Customer shall certify in writing as to its compliance with the foregoing.

ARTICLE 9. MISCELLANEOUS

9.1 Website Terms of Use and Privacy Policy. Customer acknowledges and represents that it has read and agreed to the most current Terms of Use, and Privacy Policy located on the Servit Web site and that their use of the Servit Web Tool is additionally governed by these Terms of Use and Privacy Policy.

9.2 Waiver. Failure of either party at any time to require performance by the other party of any provision hereof shall not be deemed to be a later or a continuing waiver of that provision, or a waiver of its rights under any other provision of this Agreement, regardless of whether such provision is of the same or a similar nature.

9.3 Notices. Any notices or other communications required or permitted to be given under this Agreement shall be sufficiently given if in writing and (i) hand delivered, including delivery by courier services, (ii) sent by facsimile, or (iii) sent by certified mail, return receipt requested, postage prepaid, addressed as shown below, or to such other address as the party concerned may substitute by written notice to the other. If the notice is sent by facsimile, it must be properly addressed, reflecting the facsimile phone number of the addressee(s), and must be transmitted by a facsimile which produces a dated message of completed confirmation. All notices hand delivered shall be deemed received on the date of delivery. All notices forwarded by mail shall be deemed received on a date three (3) days (excluding Sundays and legal holidays when the U.S. mail is not delivered) immediately following the date of deposit in the U.S. mail. Provided, however, the return receipt indicating the date upon which all notices were received shall be prima facie evidence that such notices were received on the date on the return receipt.

If to Servit:
Servit, LLC
201 West Big Beaver, Suite 1420
Troy, MI 48084
Attention: Contract Administrator Fax No.: (248)844-1420

If to Customer:
Servit shall direct all notices hereunder to Customer’s address and title as listed on the Memo of Understanding.

9.4 Complete Agreement. Except with respect to the Servit Terms of Use and Privacy Policy as located on the Servit website and referenced in Section 9.1, all agreements, contracts, understandings or arrangements which may have been heretofore made or had with reference to representation of Servit are hereby wholly abrogated, discharged and annulled; it being agreed that the Memo of Understanding and this Agreement (including the exhibits hereto) constitutes and expresses the entire agreement of the parties. This Agreement may only be modified, altered, or otherwise amended by Servit with advance Notice to Customer.

9.5 Applicable Law. This Agreement shall be construed in accordance with the laws of Michigan, without regard to conflicts of law principles. Each party irrevocably consents to the jurisdiction of the courts of Michigan located in Oakland County, Michigan or, if appropriate, the United States District Court for the Eastern District of Michigan, in connection with all actions and proceedings arising out of this Agreement.

9.6 Severability. The provisions of this Agreement will be deemed severable and if any part of any provision is held illegal, void or invalid under applicable law, such provision may be changed to the extent reasonably necessary to make the provision, as so changed, legal, valid and binding, coming as close as possible to what the parties had intended or would have intended, according to the spirit and purpose of this Agreement, if they had considered the matter at the time this Agreement was concluded. If any provision of this Agreement is held illegal, void or invalid in its entirety, the remaining provisions of this Agreement will not in any way be affected or impaired but shall remain binding in accordance with their terms.

9.7 Assignment. This Agreement may not be transferred or assigned in whole or in part by operation of law or otherwise by Customer without the prior written consent of Servit. In the event of an assignment or transfer, the successor shall first deliver a writing to Servit agreeing to be bound by the terms and conditions of this Agreement. Any attempted assignment or transfer by Customer without such written agreement from the successor will be void and without effect. Upon thirty (30) days prior written notice to Customer, Servit may assign its rights, duties and obligations under this Agreement. Without written notice, Servit may assign its rights, duties and obligations under this Agreement to any parent, subsidiary or other affiliate of Servit.

9.8 Arbitration. Any dispute out of or in connection with any of the provisions hereof and not settled between the parties within six months after the first notice of dispute is delivered to a party shall be settled in accordance with the rules of conciliation and arbitration of the American Arbitration Association by one arbitrator in conformity with those rules, except that patent validity shall not be subject to arbitration.

9.9 Equitable Remedies. Customer acknowledges and agrees that Customer’s covenants contained in this Agreement relate to matters which are of a special, unique and extraordinary character and that Customer’s violation of the terms of such covenants will cause irreparable injury to Servit, the amount of which will be difficult, if not impossible, to estimate or determine and which cannot be adequately compensated. Therefore, Customer agrees that Servit, in addition to any other available remedies under applicable law or this Agreement, shall be entitled, as a matter of course, to an injunction, restraining order or other equitable relief from any court of competent jurisdiction, restraining any violation or threatened violation of any such terms by Customer and such other persons as the court shall order. Customer consents to jurisdiction of a court of equity to enter provisional equitable relief to prevent a breach or anticipatory breach of this Agreement.

9.10 Final and Binding. With the exception of the express representations and warranties provided in this Agreement, if any party should subsequently discover any fact relied upon when entering into this Agreement was untrue or its understanding of the facts or law was incorrect, the party shall not be entitled to relief in connection therewith. This Agreement is intended to be and is final and binding upon each party.

THE FOLLOWING ONLY APPLIES TO REPRESENTAVIES ALSO KNOWN AS 3RD PARTY RESELLERS OF THE SERVIT PRODUCTS: SALES REPRESENTATION AGREEMENT

BACKGROUND

A. Servit is the owner of certain technology and intellectual property rights relating to software, hardware, systems, products, services, processes, and methods for automotive service and parts up-selling (as more thoroughly defined below, the "Servit Technology"); and

B. Servit desires to retain the services of REPRESENTATIVE to market and distribute the Servit Technology to automotive dealerships; and

C. REPRESENTATIVE desires to compensate Servit for the right to market and distribute the Servit Technology; and

D. Servit and REPRESENTATIVE each desire to set forth the terms and conditions of their relationship under this Agreement.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, REPRESENTATIVE and Servit agree as follows:

ARTICLE 1 - CERTAIN DEFINITIONS

1.1 "Authorized Servit Customer" shall mean a Dealership or other potential customer located in the United States, Puerto Rico or Canada, but not in the Restricted Territory (as defined below), which has been identified by either REPRESENTATIVE or Servit, and subsequently confirmed by Servit in writing and in Servit's sole discretion, as a customer or potential customer.

1.2 "Copyrightable Works" shall mean all copyrightable works which Servit now owns, or acquires in the future, that relate to, or may be useful in, the creation and operation of the Servit Technology, including but not limited to software, business plans, designs, drawings, diagrams, reports, memorandum, blue-prints, specifications, flow charts, documents, and other works, together with any copyrights thereto.

1.3 "Dealership" shall mean a business establishment at a single geographic location for the sale, repair, or servicing of new or used automotive vehicles, which encompasses only a single facility under one roof (the business establishment may consist of a franchisee or an independent automotive repair facility, such as a tire repair, muffler repair, or oil change facility). A dealership establishment and/or dealership "family" with multiple service departments and/or locations in separate buildings (under separate roofs) shall be deemed multiple Dealerships, one Dealership for each operation under a single roof notwithstanding common names and/or common ownership provided, however, with respect to Dealership facilities which sell multiple brand franchises under one roof, then the number of Dealerships for the purposes of this Agreement shall be determined as follows: (i) 1-3 brands equals one (1) Dealership, (ii) 4-6 brands equals two (2) Dealerships, (iii) 7-9 brands equals three (3) Dealerships, (iv) for ten (10) or more brands, simply extend out the established methodology set forth in (i) through (iii) of this paragraph for computing the number of Dealerships.

1.4 "Know-How" shall mean all proprietary information, trade secrets, ideas, concepts, unpatented inventions, skills, and experience which Servit now has in its possession, or develops or acquires anytime in the future, that relate to, or may be useful in, the creation and operation of the Servit Technology, including but not limited to, technology, trade secrets and know-how, proprietary processes, formulae, algorithms, models, methodologies, business plans, designs, drawings, diagrams, reports, memorandum, blue-prints, specifications, flow charts, and other documents..

1.5 "Patent Rights" shall mean any and all patents or patent applications which Servit now owns, or acquires in the future, that relate to the Servit Technology, together with all foreign counterparts of such patents or patent applications, and any divisions, continuations, continuations-in-part, reexaminations, reissues, renewals, extensions, reissues of such patents and their counterparts, or disclosures relating thereto, and industrial design applications and registrations.

1.6 "Servit IP" shall include all of Servit's Patent Rights, registered or unregistered inventions, Copyrightable Works, Know-How, Internet domain names, trademarks, service marks, logos, designs, slogans, trade names, domain names, package designs, product designs, other design (model) rights whether owned, exploited, or planned to be owned or exploited by Servit.

1.7 "Servit Technology" shall mean any structure, product, component, assembly, system, hardware, software, method, process, service, or the like which is related to the up-selling of automotive services and parts, including but not limited to recommending, explaining, or showing, and either visually or verbally presenting to a customer present or future needs for automotive services and automotive parts, including, without limitation, to the extent included in the Servit Technology, Servit Know-How and Servit IP.

1.8 "Restricted Territory" shall mean the specific dealerships and customers of Servit: Serra Automotive Group (all locations), Stoops Buick-GMC (Indiana), McElveen Group (South Carolina), Suttle Motors (Virginia), Star Dodge-Hyundai (Texas) and Southern Motors (Georgia) and others from time to time as deemed by Servit. REPRESENTATIVE is expressly prohibited from marketing, selling and/or distributing the Servit Technology within the Restricted Territory. Servit reserves the right, in its sole and absolute discretion, to expand the Restricted Territory from which REPRESENTATIVE is excluded by granting exclusive licenses and exclusive territories to third parties for the marketing, sale and/or distribution of the Servit Technology.

ARTICLE 2 – DISTRIBUTION OF SERVIT TECHNOLOGY

2.1 General: Immediately following execution of this Agreement and subject to the terms of this Agreement, REPRESENTATIVE shall perform the services of an independent sales representative and shall solicit, sign-up and take orders from Authorized Servit Customers for the Servit Technology. REPRESENTATIVE's obligations and services shall include those listed on Exhibit A.

2.2 Grant of Sales and Distribution Rights: Subject to the terms and conditions of this Agreement and during the Term (as defined herein), Servit grants to REPRESENTATIVE, a revocable, exclusive (as defined in section 1.8), non-transferable right to: (i) distribute, market, promote and enable Servit to license, the Servit Technology to Authorized Servit Customers within the Territory, and (ii) utilize the Servit Technology solely for the purpose of soliciting potential Authorized Servit Customers in accordance with the terms of this Agreement. This exclusivity is granted for a period of four (4) months from the date of this agreement. Within this time period, REPRESENTATIVE must achieve a Performance Standard (refer to Exhibit A) by securing and having operational a minimum of eight (8) new dealer access codes as defined in section 3.1. At such time of the conclusion of the four (4) period and the minimum access codes are not secured by REPRESENTATIVE, and then Servit has the right to terminate this agreement under section 9.3. REPRESENTATIVE covenants and agrees not to use the Servit Technology (in whole or in part) except for the limited purposes described in this Section 2.2. All rights not expressly granted to REPRESENTATIVE are reserved by Servit.

2.3 Grant of Co-branding Right: Subject to the terms and conditions of this Agreement and during the Term, Servit grants to REPRESENTATIVE, a revocable, non-exclusive, non-transferable right to "co-brand" the Servit Technology products with REPRESENTATIVE’s brand or mark in connection with sales and distribution of Servit Technology as herein authorized. As to each such co-branding, REPRESENTATIVE shall include the Servit name in a prominent location which shall be visible and legible. For example, branding the Servit Technology as follows is acceptable: "REPRESENTATIVE Electronic Menu Powered by Servit." Any branding which excludes the Servit name or includes it in very small print is prohibited. Each use of the trademark or trade name "Servit" in connection with the co-brand must be approved by Servit in writing prior to its use by REPRESENTATIVE. Such approval will not be unreasonably withheld or delayed. All rights not expressly granted to REPRESENTATIVE are reserved by Servit.

2.4 Reservation of Rights by Servit: Unless otherwise indicated in writing between the parties, the rights granted to REPRESENTATIVE under Article 2 shall be non-exclusive.

2.5 Modification of Servit Technology: Servit shall have the right at any time to make changes in the application or performance of all or part of the Servit Technology, without incurring any obligation or liability whatsoever to REPRESENTATIVE. Servit will give REPRESENTATIVE thirty (30) days prior notice of any material change in the performance capability of the Servit Technology.

ARTICLE 3 – PAYMENT OF FEES

3.1 Access Fees: REPRESENTATIVE shall pay to Servit a monthly Servit Technology access fee (the "Technology Access Fee") for each "Access Code" issued pursuant to Section 1 of Exhibit A to a Dealership computed as follows (each such Dealership is herein referred to as a "Participating Dealership") (all amounts due Servit under this Agreement shall be paid in lawful currency of the United States of America):

SERVIT TECHNOLOGY PRODUCT MONTHLY FEE
Servit UP $XXX.00
Servit PLUS $XXX.00
Servit MAIL $XX.00 (additional charge) ($XX.00 allows 250 e-mails per month per Participating Dealership. Each e-mail in excess of 250 costs ($.XX) cents)
Servit WEB $XX.00 (additional charge)

For purposes of clarification, REPRESENTATIVE shall pay a monthly Technology Access Fee to Servit based upon the total Servit Technology products each such Participating Dealership is granted access to and/or the right to use. REPRESENTATIVE agrees that only Servit UP and Servit PLUS products will be sold to Participating Dealerships during the initial ninety (90) days following the Effective Date and that REPRESENTATIVE and its authorized subcontractors, if applicable (as described in Section 6.13 below) will begin promoting and soliciting orders for Servit MAIL and Servit WEB only after the initial ninety (90) days following the Effective Date have elapsed. For the purposes of computing the Servit MAIL fee and tracking the number of e-mails, the number of e-mails sent and available to be sent, is based upon each Participating Dealership's own number of e-mails sent and not the aggregate of Participating Dealerships (i.e., if there are two Participating Dealerships, for example, and Participating Dealership #1 sends out 250 e-mails and Participating Dealership #2 sends only one e-mail, Participating Dealership #1's next e-mail (and each one thereafter during the applicable month) will cost $.0X regardless of the number of e-mails sent by Participating Dealership #2).

3.2 Invoicing and Non-Payment: The Technology Access Fee shall be due and payable by the fifteenth (15th) day of each month during the Term and such payment shall be for the immediately prior month's use and access by Participating Dealerships. The Technology Access Fee payments shall begin on Month X, 200X, with each payment due monthly thereafter as herein provided. Any amount not paid when due will bear interest at the rate of one and half (1.5%) percent per month, (18% per year) from date of invoice until paid in full. REPRESENTATIVE’s failure to pay any amounts when due shall constitute a default under the terms of this Agreement and Servit may terminate the Agreement and exercise its other remedies pursuant to Article 9. REPRESENTATIVE agrees to reimburse Servit for its reasonable attorney fees, costs, court expenses and/or collection agency expenses associated with collecting past due balances under the Agreement.

3.3 Taxes: REPRESENTATIVE shall pay all taxes relating to income it receives from Authorized Servit Customers and any interest or penalties assessed on such taxes. Servit and REPRESENTATIVE agree to hold each other harmless from all claims and liability arising from their failure to report or pay any such taxes, duties or assessments.

3.4 Audit: During the Term and for no less than three (3) years following the Term, REPRESENTATIVE agrees to keep all usual and proper records and books of account and all usual and proper entries relating to the Servit Technology. Records and books of account include, but are not limited to, information regarding the number of Participating Dealerships. Servit may cause an audit and/or inspection to be made of the applicable REPRESENTATIVE records and facilities in order to verify fees paid hereunder. Any such audit shall be conducted by Servit or an independent auditor selected by Servit, at its discretion. Any audit and/or inspection shall be conducted during regular business hours at REPRESENTATIVE's facilities with reasonable notice. REPRESENTATIVE agrees to provide Servit's designated audit or inspection team access to the relevant records and facilities. REPRESENTATIVE shall pay Servit the full amount of any underpayment revealed by the audit plus interest from the date such payments were due.

ARTICLE 4– INTELLECTUAL PROPERTY

4.1 Servit Owns Intellectual Property: All inventions, concepts, ideas, improvements, developments, enhancements, know-how, copyrightable works, and trademarks conceived, created or developed either solely or jointly by REPRESENTATIVE and Servit, or any of their respective officers, directors, contractors, or employees, relating to the Servit Technology, shall be solely owned by Servit and shall be included in the Servit IP.

4.2 REPRESENTATIVE Cooperation: REPRESENTATIVE further agrees to take such steps as necessary to enable Servit to record any assignment required under Section 4.1. REPRESENTATIVE agrees to execute any documents needed to effectuate such assignments and REPRESENTATIVE further agrees to assist Servit and to perform or cause to be performed such other lawful acts as Servit may deem necessary or desirable in making or prosecuting copyrights, patents, trademarks and other proprietary rights, and assist and cooperate with Servit in any controversy and legal proceeding to such copyrights, patents, trademarks, and other proprietary rights. REPRESENTATIVE hereby irrevocably appoints for the term of this Agreement, and for a period of one (1) year thereafter, Servit as its attorney-in-fact for the purpose of executing, in REPRESENTATIVE’s name and on its behalf, such instruments or other documents as may be necessary to transfer, confirm and perfect all rights which Servit may have or be entitled to under Section 4.1.

4.3 Validity of Servit IP: REPRESENTATIVE shall not directly or indirectly, attack or assist in another attacking the validity of the Servit IP. This obligation shall survive the termination or expiration of this Agreement.

4.4 Authorized Representative: For the Term of this Agreement or as stipulated in section 2.2, Servit grants to REPRESENTATIVE the exclusive right, to represent, within the Restricted Territory, that it is "an Authorized Representative of Servit Products and Services." Any other use by REPRESENTATIVE of the trademark "Servit" or any other trademark owned by Servit must be in a form and format approved in writing by Servit in advance of such usage.

4.5 Usage: REPRESENTATIVE acknowledges the value of the potential goodwill associated with the Servit trademark and agrees to use the Servit trademark in accordance with good trademark usage and all goodwill generated by REPRESENTATIVE’s activities with respect to the Servit trademark shall automatically inure to Servit.

4.6 Warranty and Limitation on Liability: SERVIT'S SERVICES, THE SERVIT TECHNOLOGY (INCLUDING ALL HARDWARE AND SOFTWARE) AND ANY OTHER DELIVERABLES PROVIDED BY SERVIT OR OTHERWISE MADE AVAILABLE BY SERVIT PURSUANT TO THIS AGREEMENT (COLLECTIVELY, THE "SERVIT PRODUCTS") ARE PROVIDED TO REPRESENTATIVE AND THE PARTICIPATING DEALERSHIPS "AS IS," "WHERE IS" WITHOUT WARRANTY OF ANY KIND, AND THE ENTIRE RISK THEREFOR IS ASSUMED BY REPRESENTATIVE AND THE PARTICIPATING DEALERSHIPS. SERVIT HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVIT PRODUCTS, INCLUDING WITHOUT LIMITATION ANY: (1) WARRANTY OF MERCHANTABILITY; (2) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (3) WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; OR (4) WARRANTY OF TITLE OR NONINFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING PERFORMANCE OF THE SERVIT PRODUCTS, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE BINDING ON SERVIT. UNDER NO CIRCUMSTANCES WILL SERVIT (NOR ANY AFFILIATE, OFFICER, EMPLOYEE, MEMBER, MANAGER, AGENT OR REPRESENTATIVE THEREOF) BE LIABLE FOR SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER SUCH DAMAGES ARE SOUGHT IN CONTRACT, IN TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, AND SERVIT'S LIABILITY SHALL IN NO EVENT EXCEED THE VALUE PAID TO SERVIT BY REPRESENTATIVE IN THE TWELVE (12) PRECEDING MONTHS UNDER THIS AGREEMENT.

ARTICLE 5– PROMOTIONAL MATERIALS

During the Term, from time to time, and in Servit's sole discretion, Servit may establish marketing procedures and strategies for REPRESENTATIVE which REPRESENTATIVE shall diligently follow.

ARTICLE 6– OBLIGATIONS OF REPRESENTATIVE

6.1 Sales and Marketing Activities: REPRESENTATIVE agrees to use its best efforts to vigorously and actively promote the sale of Servit Technology and market Servit Technology to Authorized Servit Customers. In connection with such efforts, REPRESENTATIVE, at its sole cost and expense, will establish relationships with current and new targeted Authorized Servit Customers to garner new business for Servit.

6.2 Appropriate Use of Servit Products: REPRESENTATIVE shall use its best efforts to train dealers and contractors as to the proper usage and application of the Servit Technology in accordance with any Servit usage guidelines and specification data sheets, supplied by Servit from time to time to REPRESENTATIVE.

6.3 Authorized Servit Customers: REPRESENTATIVE agrees to market to the Servit Technology only to Authorized Servit Customers (as defined by Servit, and within Servit's sole discretion). REPRESENTATIVE may not market, demonstrate or promote the Servit Technology to any person who is not listed as a Servit Authorized Customer or who is located outside the Restricted Territory. REPRESENTATIVE further agrees not to market and/or sell Servit Technology to any person or party where REPRESENTATIVE has reason to know that such person or party intends to resell the Servit Technology inside the Restricted Territory.

6.4 Advertising: Each printed advertisement, flyer, handbill, television spot, radio script, yellow pages listing, webpage, business card or any other advertising or promotional material bearing or using the trademark or trade name "Servit" or pertaining to the Servit Technology must be approved by Servit in writing prior to its use by REPRESENTATIVE. Such approval will not be unreasonably withheld or delayed.

6.5 Reputation: REPRESENTATIVE shall continually maintain to the satisfaction of Servit a general reputation for honesty, integrity and good credit standing and shall maintain the highest quality standards and shall not disparage nor otherwise engage in any activity which may harm or otherwise damage the reputation and/or credibility of Servit, or any of its past or current affiliates or of any past or current officers, employees, shareholders, members, managers, agents and representatives thereof.

6.6 Representation and Warranty of REPRESENTATIVE: REPRESENTATIVE represents and warrants to Servit that REPRESENTATIVE does not have any information of any prior employer or principal, nor will REPRESENTATIVE use in the course of the conduct of its activities under this Agreement, any confidential or proprietary information of any other person, including, without limitation, any information which could be considered to be a trade secret of any other person. REPRESENTATIVE further represents and warrants to Servit that REPRESENTATIVE is not prohibited by any other agreement from performing the services under this Agreement, and this Agreement and REPRESENTATIVE’s services under this Agreement will not violate the provisions of, or constitute a breach of, any other agreement or arrangement, to which REPRESENTATIVE is a party or by which REPRESENTATIVE is bound.

6.7 Compliance With Law: REPRESENTATIVE shall comply with all laws, ordinances and regulations, both state and federal in performing their obligations under this Agreement.

6.8 Expenses: REPRESENTATIVE shall pay and discharge, and Servit shall have no obligation to pay for, any expenses or costs of any kind or nature incurred by REPRESENTATIVE in connection with any services provided hereunder, including, without limitation, any expenses or costs involved in marketing, installing or supporting Servit products or services.

6.9 Force Majeure: Servit shall be excused from delay or non-performance in the delivery of an order and REPRESENTATIVE shall have no claim for damage if and to the extent such delay or failure is caused by occurrences beyond the control of Servit including, but not limited to, market conditions; acts of God; war, acts of terrorism, riots and civil disturbances; expropriation or confiscation of facilities or compliance with any order or request of governmental authority; strikes, labor or employment difficulties whether direct or indirect; or any cause whatsoever which is not within the reasonable control of Servit. Servit shall immediately notify REPRESENTATIVE of the existence of any such force majeure condition and the anticipated extent of the delay or non-delivery. Servit shall, in such event, have the right to allocate available Servit Products among its customers in its sole discretion.

6.10 Customer Relationship Management System: REPRESENTATIVE shall use the Servit Customer Relationship Management Tool ("CRM") in connection with all of its sales and marketing efforts of the Servit Technology pursuant to this Agreement. REPRESENTATIVE shall fully input all available data called for under the “Dealerships” tab/field and the Documents tab/field of the CRM and REPRESENTATIVE has an affirmative obligation to keep all such CRM data current. REPRESENTATIVE’s use of the “calendar” and “Tasks” tabs/fields of the CRM is optional. During the Term, Servit shall reasonably cooperate with and grant REPRESENTATIVE access to the CRM so as to enable REPRESENTATIVE’s use thereof. Upon termination of this Agreement, REPRESENTATIVE shall immediately return any and all CRM materials (in whatever format) to Servit and not retain any copies thereof nor shall REPRESENTATIVE otherwise use the CRM (in whole or in part) from and after such termination. In addition, REPRESENTATIVE will use the Servit Technology Administration Module to monitor and provide usage analysis information to the Participating Dealerships on a regular basis, not less frequently than twice a month during the initial sixty (60) days and thereafter as appropriate to ensure the effective and efficient usage of the Servit Technology.

6.11 Refusal and/or Rejection of Authorized Servit Customer: Servit reserves the right to deny/terminate access to any current and/or potential user of the Servit Technology if: (i) such party fails to fully and duly accept the on-line terms and conditions (the "Terms and Conditions") for the use and operation of said technology; or (ii) if such party otherwise violates said Terms and Conditions, or (iii) REPRESENTATIVE defaults under this Agreement.

6.12 Consumer Information: REPRESENTATIVE acknowledges that Authorized Servit Customers using the Servit Technology may gather "nonpublic personal information" (as such term is defined in the Gramm-Leach-Bliley Act of 1999 (the "Act")) along with certain other personally identifiable information from Dealership customers, all of which information may be subject to protections created by the Act and other privacy laws, including the Fair Credit Reporting Act and Regulation P ("Consumer Information"). REPRESENTATIVE further acknowledges that it may be exposed to or otherwise receive Consumer Information in the course of providing services to Authorized Servit Customers pursuant to this Agreement (or otherwise) and REPRESENTATIVE covenants and agrees to comply with the Act and any and all privacy laws which protect such Consumer Information.

6.13 Use of Subcontractors: REPRESENTATIVE shall have the right to delegate its marketing and distribution rights and obligations hereunder to a subcontractor or subcontractors of its selection, provided, however, Servit shall have the right from time to time to review each of the subcontractors used by REPRESENTATIVE (or intended to be used by REPRESENTATIVE) with respect to its obligations hereunder. Servit shall have the right to prohibit the use of any subcontractor used (or intended to be used) by REPRESENTATIVE. Notwithstanding said delegation, REPRESENTATIVE shall be and remain fully liable and responsible for the performance of each of its obligations hereunder as well as each subcontractor’s strict compliance with the terms and conditions of this Agreement. Any failure by a subcontractor to fulfill REPRESENTATIVE’s obligations hereunder (in whole or in part) shall constitute a breach hereunder by REPRESENTATIVE. Accordingly, references in this Agreement to "REPRESENTATIVE" shall mean and include any subcontractor hired by REPRESENTATIVE as herein authorized and each obligation herein imposed upon REPRESENTATIVE shall be binding upon each such subcontractor hired. REPRESENTATIVE represents and warrants that: (i) as to each subcontractor hired by it to perform any of the obligations herein described, each such subcontractor shall fully, timely and completely perform the obligations of REPRESENTATIVE in strict compliance with the terms and conditions of this Agreement; and (ii) each of the representations and warranties made by REPRESENTATIVE shall be also be true, accurate and complete for each subcontractor hired by REPRESENTATIVE as permitted hereunder. In addition to Servit's other rights and remedies, REPRESENTATIVE covenants and agrees to indemnify, defend and hold Servit harmless from and against any and all liabilities, damages, costs, expenses (including attorney's fees) and all other amounts suffered or incurred incident to, arising out of or as a result of: (i) any failure of any subcontractor to timely and fully perform any obligation hereunder, and (ii) any subcontractor's negligence or willful misconduct. This indemnity obligation shall survive the termination of this Agreement.

6.14 Dealer Management Systems: REPRESENTATIVE acknowledges that the Servit Technology operates most effectively when it can communicate with and retrieve data from the Participating Dealership's Dealer Management System ("DMS"). REPRESENTATIVE further acknowledges that the Servit Technology is currently able to retrieve data from the following DMS systems: (i) Reynolds and Reynolds, (ii) Arkona, (iii) ADP, (iv) UCS and (v) ASI (collectively, the "Compatible Systems"). Servit reserves the right to add or remove any DMS from the list of Compatible Systems without penalty or breach of this Agreement. New DMS systems may be added to the Compatible Systems at the request of REPRESENTATIVE and at the option of Servit, if (i) REPRESENTATIVE pays all of the set up costs for the new DMS so it is compatible with the Servit Technology (REPRESENTATIVE acknowledges that setup costs vary based on the DMS provider), or (ii) REPRESENTATIVE makes an immediate commitment to Servit for fifteen (15) new Dealerships (which use the new DMS) for which REPRESENTATIVE shall begin paying Technology Access Fees from the date the new DMS becomes operational. Upon termination of this Agreement, Servit shall continue to have, at its election, the right to use said new DMS system on a royalty free basis for the time and period of Servit's election and, in that regard, REPRESENTATIVE shall assign, transfer and otherwise take such steps as are necessary, at REPRESENTATIVE's cost and expense, to ensure Servit's continued access and right to use such new DMS system.

ARTICLE 7– RELATIONSHIP OF PARTIES: INDEMNIFICATION OF SERVIT

7.1 Independent Contractor Status: The relationship of the parties established by this Agreement is that of licensor/vendor and licensee/vendee, and all work and duties to be performed by REPRESENTATIVE as contemplated by this Agreement shall be performed by it as an independent contractor. The full cost and responsibility for hiring, firing and compensating employees of REPRESENTATIVE shall be borne by REPRESENTATIVE. REPRESENTATIVE acknowledges that, because it is not an employee of Servit, Servit will not withhold any money on account of federal, state or local taxes from any compensation paid to REPRESENTATIVE. REPRESENTATIVE agrees to pay all applicable federal, state and local income taxes.

7.2 No Authority to Bind Servit: Nothing in this Agreement or otherwise shall be construed as constituting an appointment of REPRESENTATIVE as an agent, legal representative, joint venture, partner, employee or servant of Servit for any purpose whatsoever. REPRESENTATIVE is not authorized to transact business, incur obligations, sell goods, solicit orders, or assign or create any obligation of any kind, express or implied, on behalf of Servit, or to bind it in any way whatsoever, or to make any contract, promise, warranty or representation on Servit's behalf with respect to products sold by Servit or any other matter, or to accept any service of process upon Servit or receive any notice of any nature whatsoever on Servit's behalf. REPRESENTATIVE may solicit and take orders for Servit Technology only on such terms and conditions as are consistent with this Agreement.

7.3 Indemnification: Under no circumstances shall Servit be liable for any act, omission, contract, debt or other obligation of any kind of REPRESENTATIVE or any salesman, employee, agent or other person acting for or on behalf of REPRESENTATIVE. REPRESENTATIVE shall indemnify, defend and hold Servit and its officers, directors and employees harmless from any and against any and all damages, liabilities, losses, claims, costs, debts, expenses, taxes, lawsuits, contracts, agreements, undertakings or other deficiencies of any kind or nature (including, without limitation, reasonable attorney fees and other actual reasonable costs and expenses incident to proceedings or investigations or defense of any claim, whether or not litigation is commenced) arising out of, or relating to (i) the wrongful or negligent acts or omissions of REPRESENTATIVE, or any person acting on his behalf, whether in connection with this Agreement or otherwise, including, without limitation, any subcontractor of REPRESENTATIVE, (ii) any breach of this Agreement by REPRESENTATIVE or any subcontractor thereof, or (iii) the use of the Servit Technology by an Authorized Servit Customer, including the termination of any Participating Dealership's license for the Servit Technology as a result of REPRESENTATIVE's default under the terms of this Agreement. The terms of this indemnity shall survive the termination of this Agreement.

ARTICLE 8– RESTRICTIVE COVENANTS

8.1 Definition: As used in this Section, "Confidential Information" means information developed by or for Servit which is not otherwise generally known in any industry in which Servit is or may become engaged and includes, but is not limited to, method, processes, or information developed by or for Servit, whether now owned or hereafter obtained, concerning plans, marketing and sales methods, materials, processes, procedures, devices utilized by Servit, prices, quotes, suppliers, manufacturers, customers with whom Servit deals (or organizations or other entities or persons associated with such customers), trade secrets, know-how and other confidential information of any type, together with all written, graphic and other materials relating to all or any part of the same.

8.2 Non-Disclosure: Except as authorized in writing by Servit, REPRESENTATIVE shall not at any time, either during or after the term of this Agreement, disclose or use, directly or indirectly, any Confidential Information of which REPRESENTATIVE gains knowledge during or by reason of this Agreement and REPRESENTATIVE shall retain all such information in trust in a fiduciary capacity for the sole use and benefit of Servit. Upon termination of this Agreement, REPRESENTATIVE shall promptly return to Servit any Confidential Information of Servit.

8.3 Non-Compete: During the term of this Agreement and for a period of one (1) year following its termination for any reason, REPRESENTATIVE agrees that it shall not (directly or indirectly) own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business which competes with any of the businesses of Servit or any of their respective subsidiaries with respect to the development or sale of any products or services that compete with the Servit Technology. Exceptions are Wynns, MAC and CIMA program.

8.4 Non-Solicitation: For a period of six (6) months following the termination or expiration of the Term of this Agreement, REPRESENTATIVE shall not solicit any Authorized Servit Customers or represent any person with respect to any sales of any products or services which are competitive with any products or services offered by Servit during the Term of this Agreement. In addition, REPRESENTATIVE shall take no action during or after the Term of this Agreement which could cause any Authorized Servit Customer to cease purchasing products or services from Servit or reduce its purchases of products or services from Servit.

8.5 Default and Remedies: Breach of any of the provisions of Article 8 by REPRESENTATIVE shall constitute a default under the terms of this Agreement and Servit shall be entitled to any and all remedies available pursuant to Article 9, including without limitation, monetary damages and/or injunctive relief.

ARTICLE 9– TERM AND TERMINATION

9.1 Term: The term of this Agreement shall be for a period beginning on the Effective Date and ending on the third anniversary of such date. Thereafter, this Agreement shall automatically renew for successive three (3) year periods unless either party gives to the other party written notice of termination at least thirty (30) days prior to the end of the initial or any renewal term. References herein to the "Term" shall mean the initial three (3) year term and any extensions thereof as herein provided.

9.2 Voluntary Termination: Servit may terminate this Agreement in its entirety, or with respect to one (1) or more geographic areas serviced by REPRESENTATIVE, Authorized Servit Customers, or Participating Dealerships, at any time during the Term hereof, with or without cause, by giving to REPRESENTATIVE thirty (30) days prior written notice of termination. If this Agreement is only terminated with respect to one (1) or more geographic areas serviced by REPRESENTATIVE, Authorized Servit Customers, or Participating Dealerships, and there are remaining geographic areas serviced by REPRESENTATIVE, Authorized Servit Customers, or Participating Dealerships, the provisions of this Agreement relating to termination shall only apply to the terminated geographic area, Authorized Servit Customers or Participating Dealerships, and this Agreement shall remain in full force and effect.

9.3 Default by REPRESENTATIVE: This Agreement may be terminated by Servit immediately upon any breach by REPRESENTATIVE of the terms and conditions of this Agreement, or upon the filing of a petition in bankruptcy or for reorganization under the Bankruptcy Act by REPRESENTATIVE, or upon the making of an assignment for benefit of creditors by REPRESENTATIVE, or upon REPRESENTATIVE or its distributors taking any action or failing to act in such a manner as to unfavorably reflect upon Servit.

9.4 Servit's Remedies Upon Default of REPRESENTATIVE: Servit, in its sole and absolute discretion, may exercise any of the remedies below, or any combination thereof, upon REPRESENTATIVE's default under this Agreement:
(A) Terminate this Agreement in whole or in part.

(B) Termination, in whole or in part, of the distribution rights granted to REPRESENTATIVE to distribute the Servit Technology.

(C) Invoice and bill the Participating Dealership directly for the use of the Servit Technology or terminate such user's license to use the Servit Technology.

(D) Terminate, in whole or in part, REPRESENTATIVE's co-branding rights granted pursuant to Section 2.3 without notice and upon such termination Servit shall have the right remove all of REPRESENTATIVE's branding, trademarks or trade names in whatever form from the Servit Technology.

(E) Equitable remedies as described in Section 10.11.

(F) Any other remedies otherwise provided in this Agreement or available in law or equity.

9.5 Return of Servit Property: Upon termination of this Agreement for any reason, REPRESENTATIVE shall promptly return to Servit any property of Servit, including, without limitation, all Confidential Information, and all sales and marketing documents, manuals and other records and proprietary information of Servit, as well as any samples in REPRESENTATIVE’s possession or control. REPRESENTATIVE agrees that it will not make or retain any copy of, or extract from, such property or materials.

ARTICLE 10– MISCELLANEOUS

10.1 International Expansion: Servit and REPRESENTATIVE agree to initiate good faith discussions within one (1) year from the Effective Date regarding the potential expansion of their business relationship into international markets outside of the United States and Canada.

10.2 Waiver: Failure of either party at any time to require performance by the other party of any provision hereof shall not be deemed to be a later or a continuing waiver of that provision, or a waiver of its rights under any other provision of this Agreement, regardless of whether such provision is of the same or a similar nature.

10.3 Notices: Any notices or other communications required or permitted to be given under this Agreement shall be sufficiently given if in writing and (i) hand delivered, including delivery by courier services, (ii) sent by facsimile, or (iii) sent by certified mail, return receipt requested, postage prepaid, addressed as shown below, or to such other address as the party concerned may substitute by written notice to the other. If the notice is sent by facsimile, it must be properly addressed, reflecting the facsimile phone number of the addressee(s), and must be transmitted by a facsimile which produces a dated message of completed confirmation. All notices hand delivered shall be deemed received on the date of delivery. All notices forwarded by mail shall be deemed received on a date three (3) days (excluding Sundays and legal holidays when the U.S. mail is not delivered) immediately following the date of deposit in the U.S. mail. Provided, however, the return receipt indicating the date upon which all notices were received shall be prima facie evidence that such notices were received on the date on the return receipt.

If to Servit:
Servit, LLC
201 West Big Beaver Road, Suite 1420
Troy, Michigan 48084
Attention: Contract Administrator
Fax No.: (248) 844-1420

If to REPRESENTATIVE:
Address TBA

10.4 Complete Agreement: All agreements, contracts, understandings or arrangements which may have been heretofore made or had with reference to representation of Servit by REPRESENTATIVE or with reference to the compensation of REPRESENTATIVE, for or in respect to such representation, are hereby wholly abrogated, discharged and annulled; it being agreed that this Agreement (including the exhibits hereto and all documents and papers delivered pursuant hereto and any written amendments hereof executed by the parties to this Agreement) constitutes and expresses the entire agreement of the parties with reference to representation and compensation for or in respect of such representation of Servit by REPRESENTATIVE. This Agreement may be modified, altered, or otherwise amended only by written agreement executed by each of the parties hereto.

10.5 Applicable Law: This Agreement shall be construed in accordance with the laws of Michigan, without regard to conflicts of law principles. Each party irrevocably consents to the jurisdiction of the courts of Michigan located in Oakland County, Michigan or, if appropriate, the United States District Court for the Eastern District of Michigan, in connection with all actions and proceedings arising out of this Agreement.

10.6 Severability: The provisions of this Agreement will be deemed severable and if any part of any provision is held illegal, void or invalid under applicable law, such provision may be changed to the extent reasonably necessary to make the provision, as so changed, legal, valid and binding, coming as close as possible to what the parties had intended or would have intended, according to the spirit and purpose of this Agreement, if they had considered the matter at the time this Agreement was concluded. If any provision of this Agreement is held illegal, void or invalid in its entirety, the remaining provisions of this Agreement will not in any way be affected or impaired but shall remain binding in accordance with their terms.

10.7 Assignment: This Agreement may not be transferred or assigned in whole or in part by operation of law or otherwise by REPRESENTATIVE without the prior written consent of Servit, provided, however, REPRESENTATIVE shall have the right to delegate certain responsibilities as provided in Section 6.13 above. Upon thirty (30) days prior written notice to REPRESENTATIVE, Servit may assign its rights, duties and obligations under this Agreement. Without written notice, Servit may assign its rights, duties and obligations under this Agreement to any parent, subsidiary or other affiliated corporation of Servit.

10.8 Disclosure: REPRESENTATIVE shall not disclose the terms of this Agreement to any third party for any reason whatsoever.

10.9 Arbitration: Any dispute out of or in connection with any of the provisions hereof and not settled between the parties in ninety (90) days shall be settled in accordance with the rules of conciliation and arbitration of the American Arbitration Association by one arbitrator in conformity with those rules, except that patent validity shall not be subject to arbitration.

10.10 Representative Obligations: In any contest of validity of the Servit Technology or arbitration proceedings, or if any portion of the Servit Technology is declared invalid by a court of competent jurisdiction, REPRESENTATIVE shall not be relieved from performance of any obligation under this Agreement.

10.11 Equitable Remedies: REPRESENTATIVE acknowledges and agrees that the covenants contained in this Agreement relate to matters which are of a special, unique and extraordinary character and that a violation of the terms of such sentence will cause irreparable injury to Servit, the amount of which will be difficult, if not impossible, to estimate or determine and which cannot be adequately compensated. Therefore, REPRESENTATIVE agrees that Servit, in addition to any other available remedies under applicable law or this Agreement, shall be entitled, as a matter of course, to an injunction, restraining order or other equitable relief from any court of competent jurisdiction, restraining any violation or threatened violation of any such terms by REPRESENTATIVE and such other persons as the court shall order. REPRESENTATIVE consents to jurisdiction of a court of equity to enter provisional equitable relief to prevent a breach or anticipatory breach of this Agreement.

10.12 Final and Binding: With the exception of the express representations and warranties provided in this Agreement, each party assumes the risk of any misrepresentations, concealment or mistake. This Agreement is intended to be and is final and binding upon each party.

EXHIBIT A

1. Participating Dealership. REPRESENTATIVE shall have the right to enter into agreements and contracts directly with the Participating Dealership setting forth the terms and conditions pursuant to which the Participating Dealership shall have access to the Servit Technology (the "REPRESENTATIVE/Participating Dealership Agreement"). Upon due execution of a REPRESENTATIVE/Participating Dealership Agreement granting a Participating Dealership access to the Servit Technology, REPRESENTATIVE shall provide written notice to Servit with such details and information about the Participating Dealership as Servit may request and load the CRM system dealership tab, as previously defined in section 6.10. Following the receipt of such notice and information, Servit shall begin the building of the electronic menus to grant such Participating Dealership access to the Servit Technology (the "Access Code") provided, however, access to the Servit Technology will at all times be contingent upon: (i) such Participating Dealership's acceptance of the on line Terms and Conditions, (ii) Participating Dealership's continued compliance with the Terms and Conditions, and (iii) REPRESENTATIVE's fulfillment of its obligations under this Agreement. Each REPRESENTATIVE/Participating Dealership Agreement shall include provisions that allow Servit, at Servit's election following a default hereunder by REPRESENTATIVE, to enter into a direct contractual relationship with the Participating Dealership with access and licensing fees thereafter paid directly to Servit instead of REPRESENTATIVE.

2. Installation of the Servit Technology. REPRESENTATIVE shall assist each Authorized Servit Customer with the full installation, to be performed by Servit personnel, of the Servit Technology and with procuring any requisite third-party hardware and software with prior approval from Servit. REPRESENTATIVE shall ensure that each Authorized Servit Customer is satisfied with the installation of the Servit Technology and shall assist Servit to train, and instruct each Authorized Servit Customer to use the Servit Technology to its full potential. Servit will provide product knowledge training for REPRESENTATIVE and any subcontractor (as permitted above) at the expense of the REPRESENTATIVE and at a mutually agreeable time and place to be determined. Servit agrees to have REPRESENTATIVE reproduce training CD/DVD's for on-going training, if applicable and use during the Term. REPRESENTATIVE will provide ongoing dealer support from the Effective Date in order to assist Servit (and/or its subcontractor) in installing the Servit Technology. Upon completion of the initial ninety (90) days of the dealer support period, the parties agree to evaluate the need for additional dealer support services. If additional resources are deemed appropriate, REPRESENTATIVE may add such resources directly or request that Servit provide the resources.

3. Support of the Servit Technology. REPRESENTATIVE shall work diligently and continuously to report, as soon as practicable, any error in the Servit Technology that impacts an Authorized Servit Customer for Servit personnel and/or subcontractors to resolve.

4. Visits to Authorized Servit Customers. REPRESENTATIVE shall visit each Authorized Servit Customer at such customer's place of business at least one (1) time each month or more frequently, if requested by any Authorized Servit Customer. REPRESENTATIVE shall offer support and request as required from Servit, certain on-going training, instruction, analysis, or other services to each Authorized Servit Customer during each visit.

5. Performance Standards. From time to time, and in Servit's sole discretion, Servit may establish requisite performance standards for REPRESENTATIVE ("Performance Standards"). REPRESENTATIVE is required to meet or exceed such Performance Standards and failure to do so, constitutes a material breach of the Program Administration Agreement.

6. Required Status Meetings. Each month or more frequently as requested by Servit from time to time, Servit may conduct a telephonic meeting ("Status Meeting"). Servit will notify REPRESENTATIVE in advance of each Status Meeting. REPRESENTATIVE shall attend either telephonically or in person, and be prepared to provide a status report for each Status Meeting or, in the absence of a regular periodic Status Meeting, as otherwise requested by Servit.

7. Quarterly Business Review. Each quarter, Servit may conduct a meeting ("Quarterly Meeting"). Servit will notify REPRESENTATIVE in advance of each Quarterly Meeting. REPRESENTATIVE shall attend each Quarterly Meeting, as scheduled, and be prepared to provide a status report for each Quarterly Meeting, and be prepared to report upon and discuss their level of performance as compared to the agreed Performance Standards. Attendance at each Quarterly Meeting may be in person, telephonic, or web-based, as agreed by Servit.