Common use of Responsibilities of Distributor Clause in Contracts

Responsibilities of Distributor. 3.1 Distributor agrees to use its best efforts to develop fully the potential for sales of Products in the Territory. To fulfill this responsibility, Distributor shall, without limitation: (a) Actively and vigorously promote the sale, lease, rental and use of Products within the Territory to develop the market as fully as possible. This shall include, without limitation: (i) Distributor purchasing from Supplier Products during each applicable period during the Fixed Term of this Agreement Products in at least the amount listed as the Minimum Purchases Amount in Schedule A attached hereto, or such other amount as evidenced from time to time in writing signed by Supplier and Distributor; (ii) Distributor maintaining an inventory of Products equal to the Minimum Inventory Amount listed in Schedule A attached hereto, or such other amount as evidenced from time to time in writing signed by Supplier and Distributor; (iii) Distributor expending for marketing the Products during each applicable period during the term of this Agreement an amount at least equal to the Minimum Marketing Expenditure listed in Schedule A, or such other amount as evidenced from time to time in writing signed by Supplier and Distributor, and (iv) Distributor preparing and submitting to Supplier at least 180 days prior to the end of each year of the Term (“Term Year”), an annual business plan (“Business Plan”) for the marketing, promotion and sale of Products for the following Term Year. Supplier, in its discretion, may provide a form for such Business Plan. The Minimum Purchases Amount shall be measured using the aggregate value (ex-works price to the Distributor) of all Equipment and Parts purchased and paid for by the Distributor during the applicable period. For the avoidance of the doubt, the obligation of the Distributor to purchase Products in at least the amount listed as the Minimum Purchases Amount during any applicable period during the Fixed Term shall not in any way be conditioned upon any minimum purchase requirements agreed to by the Supplier and the Dealers or actual orders received by the Distributor from the Dealers. (b) Maintain an organization and facilities (including, without limitation, suitable equipment and tools) in accordance with standards generally accepted in the industry, for the stocking, display, sale, delivery, installation, follow-up and service of Products in accordance with standards generally accepted in the industry. Schedule A to this Agreement includes a list of the owners and managers of Distributor and others involved in the operation of Distributor. Schedule B to this Agreement sets out a full and complete description of the location or locations and premises (including web-based “storefronts”) at which Distributor is authorized to perform under this Agreement. Any closing or relocation of the existing locations set forth on Schedule B, or addition of new locations within the Territory, including commencing sales through the internet, shall require prior written approval of Supplier. Distributor shall display Terex and ASV signage at each location, which signage may be provided by Terex and/or ASV, or shall be subject to prior approval of Terex and ASV, respectively. (c) Maintain an inventory of Products reasonably sufficient to meet the anticipated short-term demand for all Dealers and Locations, but in no event lower than the Minimum Inventory Amount. Distributor will purchase all its requirements for ASV Equipment and Parts directly from ASV in Grand Rapids, Minnesota, USA, and all its requirements for Terex Equipment and parts from Terex Compact in Coventry, England and Langenberg, Germany, unless otherwise instructed by Supplier from time to time. Distributor shall send to Supplier, on at least a monthly basis, a sales and operations report, including a statement of: (i) Distributor’s sales during the period of new Products, used Products, demo Products and rental Products; (ii) Distributor’s current inventory at the end of the period of new Products, used Products, demo Products and rental Products (broken out by Equipment and Parts (including the part number and amount); (iii) Dealer demand and identity of current and prospective Dealers; (iv) Dealers’ reactions to the Products; (v) activities of competitors; and (vi such other information as Supplier may reasonably request. This report shall be delivered within ten (10) days after the end of the applicable period. Supplier may, in its discretion, provide a form for such report. (d) Maintain normal business hours customary in the industry at all Locations and facilities and employ adequately trained personnel in all functions, including competent salespeople and service mechanics, to provide prompt, courteous and workmanlike service. This shall include, without limitation, employing at all times during the term of this Agreement at least one qualified service person employed by Distributor full-time and specified as the Minimum Staff in Schedule A attached hereto, or such other number as evidenced from time to time in writing signed by Supplier and Distributor (the “Minimum Staff”). At all times during the Term, Minimum Staff shall include a person or persons trained in the service of the Products (a “Service Person”). The Service Person(s) will be deemed trained if the Service Person successfully completes, on an annual basis, training at either Supplier’s regional service training school or Supplier’s respective service training schools conducted at the Terex facilities in Coventry England; Langenberg, Germany; and Grand Rapids, Minnesota USA. (e) Deliver to each and every Dealer who purchases Products (except such classes of customer as Supplier may from time to time expressly exclude from the operation of such warranty) the standard written Supplier warranty applicable thereto. Distributor shall actively promote and manage a process by which Dealers in the Territory obtain completed warranty cards for Products from end user customers and shall ensure that those cards are accurately completed and forward them regularly to Supplier. (f) Distributor shall deliver to Supplier in a timely manner, and no less often than semi-monthly, all requests for warranty-related expense reimbursement that it receives from Dealers in the Territory. Supplier shall provide a credit to the respective Dealer’s account with Distributor for all warranty-related expenses incurred by that Dealer that are approved by Supplier for reimbursement. (g) Deliver and perform satisfactory service of Products in a prompt, courteous and workmanlike manner, including delivery, installation, follow-up, warranty service and non-warranty service, with respect to all Products which are in the Territory, regardless of when, where or by whom sold. (h) Maintain a financial condition that is acceptable to Supplier to adequately support Distributor’s business volume with Supplier, and maintain accurate records, financial statements and operating statements reflecting the condition of Distributor’s business, in form satisfactory to Supplier, and provide to Supplier copies thereof not less frequently than annually. Without limiting the foregoing, Supplier may, in its judgment, request from time to time that (i) Distributor provide to Supplier interim financial statements, in form satisfactory to Supplier (which shall be satisfied if supplied in a form recognised as appropriate under Australian accounting principles), and Distributor shall promptly provide such statements to Supplier; and (ii) Distributor allow Supplier’s representatives, at reasonable times and from time to time, to examine Distributor’s place of business, inventories and business records to confirm Distributor’s compliance with its obligations to Supplier and to confirm Distributor’s performance under this Agreement. (i) Distributor shall maintain a record of all sales, which shall be preserved for seven (7) years following termination of this Agreement for any reason. Distributor will, as and when requested by Supplier and at Supplier’s expense, transfer copies of such reports to Supplier or any successor distributors designated by Supplier. Distributor shall maintain comprehensive, current records indicating the name and address of each Dealer that has purchased Products from Distributor, and transfers of Products. Distributor shall make this information available to Supplier within ten (10) days after a request from Supplier. Distributor also shall provide Supplier with an annual report on the current total of Dealers to which it has provided Products and the Product population by model and serial number, location and application. (j) Maintain accurate repair records on all Equipment and Parts on which it has provided services, and provide Supplier each quarter with accurate and timely information on overall Product performance and acceptance by submitting copies of all machine installation and follow-up inspection reports, and copies of maintenance reports, for all Products sold by Distributor. This information shall also include any customer requests for modifications or alterations to the Products. (k) Cooperate with Supplier in marketing, sales or promotion program, and comply with such policies and procedures relating to marketing sales or promotion as Supplier may adopt from time to time, and maintain a sufficient supply of current sales and service literature regarding the Products furnished by the Supplier, and submit to a purchaser at or prior to delivery of Products all pertinent information furnished by Supplier for delivery with the Products, including any operator’s or service manuals for the Products. (l) Deliver Products only after they have been correctly assembled, adjusted and inspected and the purchaser or lessee, or anyone the purchaser or lessee designates, has been instructed as to the safe and proper operation of the Products, and submit to a purchaser or lessee at or prior to delivery of Products all pertinent information furnished by Supplier for delivery with the Products so purchased or leased, including any operator’s or service manuals for the Products. (m) Notify Supplier immediately upon receiving notice of any claim, complaint or dispute being made against Distributor, a Dealer or Supplier by a customer or third party in respect of any of the Products. (n) Meet such other reasonable standards and comply with such other reasonable policies and procedures as may be established by Supplier from time to time. 3.2 With each order for Products hereunder, Distributor acknowledges that it has complied, and will continue to comply, with all pertinent provisions of applicable international treaties, laws, rules, regulations, ordinances, standards and the like relating to, and will pay all sales, use and excise taxes and other charges imposed by any governmental authority applicable to, such resale or lease transactions. Distributor shall provide to Supplier copies of all exemptions, certificates and similar documents relating to any such taxes and other charges. Distributor shall also pay all license fees, sales, use, personal property and excise taxes, duties and any other fees, assessments, liens or taxes that may be assessed or levied by any governmental authority against Supplier or Distributor on account of, or measured by, any Products that are in route to, shipped to or in the possession of Distributor, or any sale by Supplier to Distributor hereunder. Distributor agrees to indemnify and hold Supplier harmless from all of the above-described taxes, duties, fees, assessments and other charges. 3.3 Neither Distributor nor any person, organization or body interested in Distributor, whether as partner, shareholder, principal, director, officer or otherwise, will at any time during the Fixed Term of this Agreement be concerned or interested, in any capacity, and whether directly or indirectly, in the design, manufacture, production, importing, sale, hire or advertisement of any goods which are competitive with or similar to, or which might in any way compete or interfere with the sale of, the Products. 3.4 The Distributor will not appoint any dealer, sub-dealer, agent or sub-contractor without the Supplier’s prior written consent. Without limiting the Supplier’s right to consent to the appointment of any dealer, sub-dealer, agent or sub-contractor, any dealer, sub-dealer, agent or sub-contractor shall, as a condition to its appointment as such, agree to: (a) be bound by the terms and provisions of a Dealer Agreement or other appropriate agreement as the Supplier may determine in its sole and absolute discretion; (b) provide to the Supplier for its approval a full and detailed marketing and business plan; and (c) meet the Supplier and permit the Supplier and its representatives to visit the proposed dealer, sub-dealer, agent or sub-contractor’s premises. Distributor agrees that it will not delay any payment owed by it to the Supplier due to the late or non-payment of any amount owed by any Dealer, sub-dealer, agent or sub-contractor to Distributor. 3.5 Distributor acknowledges that the development of the market for Supplier Products and of relationships with Supplier customers is best served through management of an orderly distribution and warranty service network. Distributor accordingly agrees that it shall not at any time sell any Products to any party who Distributor has reason to believe both is not an authorized Dealer and is purchasing the product for resale, including any distributor or reseller, unless Distributor has obtained prior written approval for such sales from Supplier’s Sales Manager at Supplier’s headquarters. 3.6 Distributor shall refrain from any method or practice, including any sales, merchandising, advertising or promotional activities, which is unethical or illegal, or may be injurious to the business of Supplier and its affiliates, to other distributors or authorized Dealers, or to the goodwill associated with the Trademarks. Further, Distributor shall comply with all national, federal, state and local laws and regulations regarding advertising and merchandising practices, unfair or deceptive trade practices, and other consumer protection and consumer credit laws applicable in the Territory.

Responsibilities of Distributor. 3.1 Distributor's duties hereunder are as ------------------------------- follows: a. Distributor agrees to shall use its best efforts to develop fully actively promote, solicit orders for and procure orders for the potential for sales of Products in the Territory. To fulfill this responsibility, Distributor shall, without limitation: (a) Actively and vigorously promote the sale, lease, rental and use of Products within the Territory on a continuing basis, shall comply with good business practices and all applicable laws and regulations and shall diligently perform all other duties as mutually agreed upon herein. Distributor shall be solely responsible for its own expenses in carrying out its responsibilities under this Agreement. [Distributors efforts shall generate Net Revenues to develop VERISITY of at least the market as fully as possibleminimum amounts set forth in Schedule C (the "Minimum Amounts").] Distributor will maintain appropriate demonstration equipment and an adequate facility capable of handling technical support and customer demonstrations and provide technical assistance. b. In its efforts, Distributor will use VERISITY's then current names for the Products (but will not represent or imply that it is VERISITY or is a part of VERISITY and will obtain VERISITY's prior approval of any such use) and will not add to, delete from or modify any sales or marketing documentation or forms provided by VERISITY except with the prior written consent of VERISITY. This shall includeDistributor will not otherwise use or register (or make any filing with respect to) any trademark, without limitation: (i) Distributor purchasing from Supplier Products during each applicable period during name or other designation relevant to the Fixed Term subject matter of this Agreement Products anywhere in at least the amount listed as world. Distributor will not contest anywhere in the Minimum Purchases Amount in Schedule A attached heretoworld the use by VERISITY or use authorized by VERISITY of any trademark, name or such other amount as evidenced from time to time in writing signed by Supplier and Distributor; (ii) Distributor maintaining an inventory of Products equal designation relevant or similar to the Minimum Inventory Amount listed in Schedule A attached heretosubject matter of this Agreement or application or registration therefor, whether during or such other amount as evidenced from time to time in writing signed by Supplier and Distributor; (iii) Distributor expending for marketing the Products during each applicable period during after the term of this Agreement an amount at least equal Agreement. Distributor acknowledges and agrees that Distributor has no interest in or right to VERISITY's names, designations or trademarks, or any label or design or other marks used in connection with VERISITY or the Products. Distributor further acknowledges and agrees that all of its use of such trademarks, names or other designations shall inure to the Minimum Marketing Expenditure listed benefit of VERISITY. c. Distributor shall maintain an office in Schedule Athe Territory and employ sufficient qualified employees and agents, including adequate engineering and sales staff, to assist in diligently performing all of its duties as mutually agreed upon herein. Distributor shall attend sales conferences and take advantage of technical training programs, if offered, by VERISITY, for such persons at Distributor's expense. d. Distributor shall keep VERISITY informed as to any problems encountered with the Products and as to any resolutions arrived at for those problems, and shall communicate promptly to VERISITY any and all modifications, design changes, improvements of the Products, or new customer requirements suggested by any entity or person solicited by or making inquiries of Distributor or by any employee or agent of Distributor. Distributor hereby assigns to VERISITY any and all right, title and interest in and to any such other amount as evidenced from time suggested modifications, design changes or improvements of the Products held by Distributor, without the payment of any additional consideration. e. At VERISITY's request, Distributor shall promptly submit to time VERISITY reports containing pertinent information about Distributor's customers and the Products and Distributor's activity within the Territory. VERISITY may reasonably request information concerning customers and business volumes, financial information and operating plans. Distributor shall advise and assist VERISITY with respect to sales aids and furnish available information concerning competitive products sold in the Territory. f. Distributor will provide good faith sales forecasts and business status reports to VERISITY for the Products. The forecasts will be provided in writing signed and in a format specified by Supplier and DistributorVERISITY on a quarterly basis before the beginning of the new quarter. g. Distributor will coordinate with customers in establishing irrevocable letters of credit to VERISITY through the bank specified by VERISITY for payment of the Products. Distributor shall also assist VERISITY in the collection of payment should the need arise. h. Distributor will supply updates of VERISITY software to those customers who are under warranty or annual maintenance at no charge, and (iv) Distributor preparing and submitting to Supplier at least 180 days prior to the end of each year of the Term (“Term Year”), an annual business plan (“Business Plan”) for the marketing, promotion and sale of Products for the following Term Year. Supplier, in its discretion, may provide a form for such Business Plan. The Minimum Purchases Amount shall which updates will be measured using the aggregate value (ex-works price supplied by VERISITY to the Distributor) of all Equipment and Parts purchased and paid for by the Distributor during the applicable period. For the avoidance of the doubt, the obligation of the Distributor to purchase Products in at least the amount listed as the Minimum Purchases Amount during any applicable period during the Fixed Term shall not in any way be conditioned upon any minimum purchase requirements agreed to by the Supplier and the Dealers or actual orders received by the Distributor from the Dealers. (b) Maintain an organization and facilities (including, without limitation, suitable equipment and tools) in accordance with standards generally accepted in the industry, for the stocking, display, sale, delivery, installation, follow-up and service of Products in accordance with standards generally accepted in the industry. Schedule A to this Agreement includes a list of the owners and managers of Distributor and others involved in the operation of Distributor. Schedule B to this Agreement sets out a full and complete description of the location or locations and premises (including web-based “storefronts”) at which Distributor is authorized to perform under this Agreement. Any closing or relocation of the existing locations set forth on Schedule B, or addition of new locations within the Territory, including commencing sales through the internet, shall require prior written approval of Supplier. Distributor shall display Terex and ASV signage at each location, which signage may be provided by Terex and/or ASV, or shall be subject to prior approval of Terex and ASV, respectively. (c) Maintain an inventory of Products reasonably sufficient to meet the anticipated short-term demand for all Dealers and Locations, but in no event lower than the Minimum Inventory Amount. i. Distributor will purchase all its requirements for ASV Equipment and Parts directly from ASV obtain the appropriate signatures on the evaluation agreement as shown in Grand Rapids, Minnesota, USA, and all its requirements for Terex Equipment and parts from Terex Compact in Coventry, England and Langenberg, Germany, unless otherwise instructed Schedule G by Supplier from time to time. Distributor shall send to Supplier, on at least a monthly basis, a sales and operations report, including a statement of: (i) Distributor’s sales during any customer before the period installation of new Products, used Products, demo Products and rental Products; (ii) Distributor’s current inventory any evaluation software at the end of the period of new Products, used Products, demo Products customer site and rental Products (broken out by Equipment and Parts (including the part number and amount); (iii) Dealer demand and identity of current and prospective Dealers; (iv) Dealers’ reactions return same to the Products; (v) activities of competitors; and (vi such other information as Supplier may reasonably request. This report shall be delivered VERISITY within ten (10) days after of such installation. Furthermore, Distributor will obtain the end of the applicable period. Supplier may, in its discretion, provide a form for such report. (d) Maintain normal business hours customary in the industry at all Locations and facilities and employ adequately trained personnel in all functions, including competent salespeople and service mechanics, to provide prompt, courteous and workmanlike service. This shall include, without limitation, employing at all times during the term of this Agreement at least one qualified service person employed by Distributor full-time and specified appropriate signatures on any technology license agreements as the Minimum Staff shown in Schedule A attached hereto, or such other number as evidenced from time to time in writing signed H by Supplier and Distributor (the “Minimum Staff”). At all times during the Term, Minimum Staff shall include a person or persons trained in the service of the Products (a “Service Person”). The Service Person(s) will be deemed trained if the Service Person successfully completes, any customer on an annual basis, training at either Supplier’s regional service training school or Supplier’s respective service training schools conducted at the Terex facilities in Coventry England; Langenberg, Germany; and Grand Rapids, Minnesota USA. (e) Deliver to each and every Dealer who purchases Products (except such classes of customer as Supplier may from time to time expressly exclude from the operation of such warranty) the standard written Supplier warranty applicable thereto. Distributor shall actively promote and manage a process by which Dealers in the Territory obtain completed warranty cards for Products from end user customers and shall ensure that those cards are accurately completed and forward them regularly to Supplier. (f) Distributor shall deliver to Supplier in a timely manner, and no less often than semi-monthly, all requests for warranty-related expense reimbursement that it receives from Dealers in the Territory. Supplier shall provide a credit to the respective Dealer’s account with Distributor for all warranty-related expenses incurred by that Dealer that are approved by Supplier for reimbursement. (g) Deliver and perform satisfactory service sale of Products in a prompt, courteous and workmanlike manner, including delivery, installation, follow-up, warranty service and non-warranty service, with respect return same to all Products which are in the Territory, regardless of when, where or by whom sold. (h) Maintain a financial condition that is acceptable to Supplier to adequately support Distributor’s business volume with Supplier, and maintain accurate records, financial statements and operating statements reflecting the condition of Distributor’s business, in form satisfactory to Supplier, and provide to Supplier copies thereof not less frequently than annually. Without limiting the foregoing, Supplier may, in its judgment, request from time to time that (i) Distributor provide to Supplier interim financial statements, in form satisfactory to Supplier (which shall be satisfied if supplied in a form recognised as appropriate under Australian accounting principles), and Distributor shall promptly provide such statements to Supplier; and (ii) Distributor allow Supplier’s representatives, at reasonable times and from time to time, to examine Distributor’s place of business, inventories and business records to confirm Distributor’s compliance with its obligations to Supplier and to confirm Distributor’s performance under this Agreement. (i) Distributor shall maintain a record of all sales, which shall be preserved for seven (7) years following termination of this Agreement for any reason. Distributor will, as and when requested by Supplier and at Supplier’s expense, transfer copies of such reports to Supplier or any successor distributors designated by Supplier. Distributor shall maintain comprehensive, current records indicating the name and address of each Dealer that has purchased Products from Distributor, and transfers of Products. Distributor shall make this information available to Supplier VERISITY within ten (10) days after a request from Supplier. Distributor also shall provide Supplier with an annual report on the current total of Dealers to which it has provided Products and the Product population by model and serial number, location and applicationsuch installation. (j) Maintain accurate repair records on all Equipment and Parts on which it has provided servicesj. Distributor will not engage in, and provide Supplier each quarter with accurate and timely information on overall Product performance and acceptance by submitting copies of all machine installation and follow-up inspection reportscause or permit the reverse engineering, and copies of maintenance reports, for all Products sold by Distributor. This information shall also include any customer requests for modifications disassembly or alterations to the Products. (k) Cooperate with Supplier in marketing, sales recompilation or promotion program, and comply with such policies and procedures relating to marketing sales or promotion as Supplier may adopt from time to time, and maintain a sufficient supply of current sales and service literature regarding the Products furnished by the Supplier, and submit to a purchaser at or prior to delivery of Products all pertinent information furnished by Supplier for delivery with the Products, including any operator’s or service manuals for the Products. (l) Deliver Products only after they have been correctly assembled, adjusted and inspected and the purchaser or lessee, or anyone the purchaser or lessee designates, has been instructed as to the safe and proper operation similar manipulation of the Products; provided, and submit however, that the foregoing restriction is limited so that it prohibits such activity only to a purchaser the maximum extent such activity may be prohibited without violating applicable law relating to computer software. k. Distributor will not modify or lessee at or prior to delivery of Products all pertinent information furnished by Supplier for delivery with otherwise alter the Products so purchased or leased, including and shall not remove any operator’s or service manuals for the Products. (m) Notify Supplier immediately upon receiving notice of legal notices from any claim, complaint or dispute being made against Distributor, a Dealer or Supplier by a customer or third party in respect of any portions of the Products. (n) Meet such other reasonable standards l. Distributor warrants and comply with such other reasonable policies and procedures as may be established by Supplier from time to time. 3.2 With each order for Products hereunder, Distributor acknowledges represents that it has compliedno intention of exporting or reexporting outside the Territory any Products, customer designs, customer verification environment, whether for demonstration purposes or not, or Proprietary Information (defined below), any part thereof or any direct product thereof, whether directly or indirectly, and will continue to comply, with all pertinent provisions of applicable international treaties, laws, rules, regulations, ordinances, standards and the like relating understands that it may not do so under this Agreement. Distributor agrees not to, and will pay not to allow, export or reexport of any Product or Proprietary Information or any part thereof or any direct product thereof directly or indirectly from the U.S. or elsewhere, (a) in violation of any such restrictions, laws or regulations or (b) without all salesrequired licenses and proper authorizations, use and excise taxes and to Cuba, Libya, North Korea, Iran, Iraq or Rwanda or to any Group D:1 or E:2 country (or any national of such country) specified in the then current Supplement No. 1 to part 740 of the U.S. Export Administration Regulations (or any successor supplement or regulations). Licensee shall promptly execute any documents required by Licensor to comply with U.S. export requirements or demonstrate to Licensor its compliance with such requirements. Without limitation of the foregoing, Distributor agrees to commit no act which, directly or indirectly, would violate the U.S. Foreign Corrupt Practices Act (regarding, among other charges imposed by things, payments to government officials) or any governmental authority applicable toUnited States law, such resale regulation, or lease transactions. Distributor shall provide to Supplier copies of all exemptionstreaty or any other international treaty agreement, certificates and similar documents relating to national security or to the export or reexport of any such taxes and other charges. Distributor shall also pay all license fees, sales, use, personal property and excise taxes, duties and any other fees, assessments, liens of the Products or taxes that may be assessed associated technical data or levied by any governmental authority against Supplier or Distributor on account of, or measured by, any Products that are in route to, shipped products thereof to or in which the possession of Distributor, or any sale by Supplier to Distributor hereunderUnited States adheres. Distributor agrees to indemnify VERISITY against any claim, demand action, proceeding, investigation, loss, liability, cost and hold Supplier harmless from all expense (including attorneys' fees) suffered or incurred by VERISITY and arising out or related to any violation (whether intentional or unintentional) by Distributor of any of the above-described taxes, duties, fees, assessments and other chargeswarranties or covenants in this section. 3.3 Neither m. Distributor nor understands that VERISITY is not bound to any personprice (whether or not on Schedule B) with respect to an order until VERISITY has accepted such order and Distributor will not imply or represent anything to the contrary to any person or entity; in any event VERISITY will not be liable to Distributor for and Distributor will have no rights with respect to any price change (whether before or after acceptance of an order) or any other matter with respect to the dealings between VERISITY and customers. n. Distributor shall maintain at each office in the Territory sufficient Products for demonstration purposes. VERISITY will consign or make available to Distributor certain demonstration products on an as-needed basis. In no event shall Distributor be supplied with more than the amount of demonstration products which VERISITY deems necessary hereunder in its sole discretion. o. During the term of this Agreement, organization and for a period of ninety (90) days after termination of this Agreement, Distributor shall not: (1) represent, assist, or body interested provide either directly or indirectly marketing services of any sort, to any individual, firm, corporation, partnership, or other entity which manufactures or distributes products which are competitive with the Products; (2) market directly or indirectly in the Territory products which are competitive with the Products; (3) solicit orders for, or deal in, used goods or equipment previously manufactured by VERISITY without written authorization from VERISITY; or (4) have any financial or managerial interest in another company which represents products directly competitive to those offered by VERISITY. Distributor may, however, represent within the Territory, an individual, firm, corporation, partnership, or other entity which manufactures or distributes products which are complimentary or related to the Products. [A copy of the list of products currently sold by Distributor, whether either for itself or for the account of a third party is attached as partnerSchedule F hereto and is true, shareholder, principal, director, officer or otherwise, will at accurate and complete. Distributor shall provide VERISITY with thirty (30) days prior written notice of any time during additions it wishes to make to Schedule F.] p. During the Fixed Term term of this Agreement be concerned and for a period of one (1) year after the termination or interestedexpiration of this Agreement, in any capacityas the case may be, and whether Distributor shall not, directly or indirectly, solicit the employment or services of any employee, representative or agent of VERISITY, or encourage such employees, representatives or agents to leave VERISITY. q. Distributor warrants and represents to VERISITY that neither this Agreement (or any term hereof) nor the performance of or exercise of rights under this Agreement, is contrary to, in conflict with, ineffective under, or requires registration or approval or tax withholding under, or affects VERISITY's proprietary rights under, any law or regulation of any organization, country, group of countries or political or governmental entity located within or including all or a portion of the Territory. Distributor will take no action inconsistent with the foregoing warranty and will indemnify VERISITY from any losses, damages, claims, settlements, attorneys fees and other expenses incurred by VERISITY which arise due to any allegation or action of any person or entity inconsistent with the foregoing warranty. Furthermore, Distributor agrees to give VERISITY adequate notice of any change in legislation in the designTerritory which may materially affect the contractual relationship of the Parties. r. Distributor agrees to hold harmless, manufacturedefend and indemnify VERISITY and its officers, productiondirectors, importingemployees, saleagents and servants from and against any and all claims, hire damages and expenses, including reasonable legal fees and expenses, of whatever kind and nature directly or advertisement indirectly arising out of or on account of or resulting from Distributor's activities, including but without limitation, any goods which are competitive with or similar tounauthorized representations of Distributor, or which might in any way compete or interfere out of Distributor's failure to comply with the sale of, the Productsits obligations under this Agreement. 3.4 s. The failure by Distributor will to comply with any of its obligations as set forth in this Section 6 shall constitute a breach of this Agreement and shall entitle VERISITY to give notice to Distributor requiring it to cure such breach. If any such breach is not appoint any dealercured within thirty (30) days after such notice is given, sub-dealer, agent or sub-contractor without the Supplier’s prior written consent. Without limiting the Supplier’s right to consent to the appointment of any dealer, sub-dealer, agent or sub-contractor, any dealer, sub-dealer, agent or sub-contractor this Agreement shall, as a condition to its appointment as suchat VERISITY's option, agree to: (a) be bound by the terms and provisions of a Dealer Agreement or other appropriate agreement as the Supplier may determine terminate immediately in its sole and absolute discretion; (b) provide to the Supplier for its approval a full and detailed marketing and business plan; and (c) meet the Supplier and permit the Supplier and its representatives to visit the proposed dealer, sub-dealer, agent or sub-contractor’s premises. Distributor agrees that it will not delay any payment owed by it to the Supplier due to the late or non-payment of any amount owed by any Dealer, sub-dealer, agent or sub-contractor to Distributoraccordance with Section 8.a.(3). 3.5 Distributor acknowledges that the development of the market for Supplier Products and of relationships with Supplier customers is best served through management of an orderly distribution and warranty service network. Distributor accordingly agrees that it shall not at any time sell any Products to any party who Distributor has reason to believe both is not an authorized Dealer and is purchasing the product for resale, including any distributor or reseller, unless Distributor has obtained prior written approval for such sales from Supplier’s Sales Manager at Supplier’s headquarters. 3.6 Distributor shall refrain from any method or practice, including any sales, merchandising, advertising or promotional activities, which is unethical or illegal, or may be injurious to the business of Supplier and its affiliates, to other distributors or authorized Dealers, or to the goodwill associated with the Trademarks. Further, Distributor shall comply with all national, federal, state and local laws and regulations regarding advertising and merchandising practices, unfair or deceptive trade practices, and other consumer protection and consumer credit laws applicable in the Territory.

Responsibilities of Distributor. 3.1 A. Distributor hereby accepts the exclusive distributorship of the Products in the Territory and agrees to use its best efforts to develop fully commercialize the potential Products in the Territory only for uses within the Territory. B. Distributor assumes primary responsibility for sales in the Territory and agrees to actively promote and sell the Products in the Territory. Distributor shall devote as much of its productive time, energy and abilities as is necessary to perform the required duties and obligations hereunder and to obtain the desired results in a timely and productive manner. Distributor will not solicit sales for nor advertise the Products purchased pursuant to this Agreement in any place other than the Territory. LTS will forward to Distributor any orders or direct inquiries received by LTS respecting the sale of Products in the Territory for which Distributor has been granted Territory exclusivity hereunder. If Distributor is unable or unwilling to service a request for a Product for which Distributor has been granted Territory exclusivity hereunder, then Distributor shall forward such requests to LTS and LTS may make direct sales into the Territory in response to such requests. If LTS makes direct sales in response to such requests, LTS shall pay Distributor a reasonable commission to be agreed upon by LTS and Distributor. It is expressly understood that LTS shall in no event be responsible hereunder for shipments or sales of Products into or within the Territory by third-party purchasers of the Products. C. Distributor further agrees that, in consideration of the highly technical and proprietary nature of the Product and the servicing requirements thereof, the following restrictions will be imposed on Distributor’s activities: during the term of this Agreement and for a one (1) year period after the termination of this Agreement, Distributor will not engage in the manufacture, marketing, sale or installation of any products that compete with the Products in the Territory. To fulfill this responsibilitythe extent that Distributor may be engaged in the manufacture, marketing, sale or installation of any products that do not compete with the Products, Distributor shallagrees that its efforts regarding such non-competing products shall not interfere with Distributor’s performance of its required duties and obligations hereunder. D. Distributor shall not enter into any commitment or warranty on behalf of LTS or its affiliates without the prior written consent of LTS. E. Whenever requested by LTS, without limitation: (a) Actively Distributor shall furnish reasonable financial and vigorously promote accounting information as to its business operations relating to the sale, leasedistribution or servicing of the Products. If Distributor is a public company or otherwise maintains suitable publicly available financial statements, rental and use Distributor can direct LTS to a public domain to access such information. F. Distributor shall supply LTS with reports, at least each quarter, identifying the progress in Commercialization of Products within the Territory to develop the market as fully as possible. This shall include, without limitation: (i) Distributor purchasing from Supplier Products during each applicable period during the Fixed Term of this Agreement Products in at least the amount listed as Territory. The report(s) shall include the Minimum Purchases Amount in Schedule A attached hereto, or such other amount as evidenced from time to time in writing signed by Supplier and Distributor; (ii) Distributor maintaining an inventory following information: 1. Projections of Products equal to the Minimum Inventory Amount listed in Schedule A attached hereto, or such other amount as evidenced from time to time in writing signed by Supplier and Distributor; (iii) Distributor expending for marketing the Products during each applicable period during the term of this Agreement an amount at least equal to the Minimum Marketing Expenditure listed in Schedule A, or such other amount as evidenced from time to time in writing signed by Supplier and Distributor, and (iv) Distributor preparing and submitting to Supplier at least 180 days prior to the end of each year of the Term (“Term Year”), an annual business plan (“Business Plan”) for the marketing, promotion and sale sales of Products for the following Term Yearnext six (6) months. 2. Supplier, Listings of competitive Product bids won or lost each quarter. 3. Listings of meetings and progress in its discretion, may provide a form for such Business Planselling Products. 4. The Minimum Purchases Amount shall be measured using the aggregate value (ex-works price to the Distributor) Listing of all Equipment Product problems and Parts purchased and paid for by the Distributor during the applicable period. For the avoidance of the doubt, the obligation of the Distributor to purchase Products in at least the amount listed as the Minimum Purchases Amount during any applicable period during the Fixed Term shall not in any way be conditioned upon any minimum purchase requirements agreed to by the Supplier and the Dealers or actual orders received by the Distributor from the Dealershow solutions are being implemented. (b) Maintain an organization and facilities (including, without limitation, suitable equipment and tools) in accordance with standards generally accepted in the industry, for the stocking, display, sale, delivery, installation, follow-up and service of Products in accordance with standards generally accepted in the industry5. Schedule A to this Agreement includes a list of the owners and managers of Distributor and others involved in the operation of Distributor. Schedule B to this Agreement sets out a full and complete description of the location or locations and premises (including web-based “storefronts”) at which Distributor is authorized to perform under this Agreement. Any closing or relocation of the existing locations set forth on Schedule B, or addition of new locations within the Territory, including commencing sales through the internet, shall require prior written approval of Supplier. Distributor shall display Terex and ASV signage at each location, which signage may be provided by Terex and/or ASV, or shall be subject to prior approval of Terex and ASV, respectively. (c) Maintain an inventory of Products reasonably sufficient to meet the anticipated short-term demand for all Dealers and Locations, but in no event lower than the Minimum Inventory Amount. Distributor will purchase all its requirements for ASV Equipment and Parts directly from ASV in Grand Rapids, Minnesota, USA, and all its requirements for Terex Equipment and parts from Terex Compact in Coventry, England and Langenberg, Germany, unless otherwise instructed by Supplier from time to time. Distributor shall send to Supplier, on at least a monthly basis, a sales and operations report, including a statement of: (i) Distributor’s sales during the period of new Products, used Products, demo Products and rental Products; (ii) Distributor’s current inventory at the end of the period of new Products, used Products, demo Products and rental Products (broken out by Equipment and Parts (including the part number and amount); (iii) Dealer demand and identity of current and prospective Dealers; (iv) Dealers’ reactions to the Products; (v) activities of competitors; and (vi such other information as Supplier may reasonably request. This report shall be delivered within ten (10) days after the end of the applicable period. Supplier may, in its discretion, provide a form for such report. (d) Maintain normal business hours customary in the industry at all Locations and facilities and employ adequately trained personnel in all functions, including competent salespeople and service mechanics, to provide prompt, courteous and workmanlike service. This shall include, without limitation, employing at all times during the term of this Agreement at least one qualified service person employed by Distributor full-time and specified as the Minimum Staff in Schedule A attached hereto, or such other number as evidenced from time to time in writing signed by Supplier and Distributor (the “Minimum Staff”). At all times during the Term, Minimum Staff shall include a person or persons trained in the service of the Products (a “Service Person”). The Service Person(s) will be deemed trained if the Service Person successfully completes, on an annual basis, training at either Supplier’s regional service training school or Supplier’s respective service training schools conducted at the Terex facilities in Coventry England; Langenberg, Germany; and Grand Rapids, Minnesota USA. (e) Deliver to each and every Dealer who purchases Products (except such classes of customer as Supplier may from time to time expressly exclude from the operation of such warranty) the standard written Supplier warranty applicable thereto. Distributor shall actively promote and manage a process by which Dealers in the Territory obtain completed warranty cards for Products from end user customers and shall ensure that those cards are accurately completed and forward them regularly to Supplier. (f) Distributor shall deliver to Supplier in a timely manner, and no less often than semi-monthly, all requests for warranty-related expense reimbursement that it receives from Dealers Competitive activity in the Territory. Supplier shall provide a credit to the respective Dealer’s account with Distributor for all warranty-related expenses incurred by that Dealer that are approved by Supplier for reimbursement. (g) Deliver and perform satisfactory service 6. Listing of Products in a prompt, courteous and workmanlike manner, including delivery, installation, follow-up, warranty service and non-warranty service, with respect to all Products which are in the Territory, regardless of when, where new or by whom soldmodified Product needs. (h) Maintain a financial condition that is acceptable to Supplier to adequately support Distributor’s business volume with Supplier, 7. List of customer and maintain accurate records, financial statements and operating statements reflecting the condition of Distributor’s business, in form satisfactory to Supplier, and provide to Supplier copies thereof not less frequently than annually. Without limiting the foregoing, Supplier may, in its judgment, request from time to time that (i) Distributor provide to Supplier interim financial statements, in form satisfactory to Supplier (which shall be satisfied if supplied in a form recognised as appropriate under Australian accounting principles), and Distributor shall promptly provide such statements to Supplier; and (ii) Distributor allow Supplier’s representatives, at reasonable times and from time to time, to examine Distributor’s place of business, inventories and business records to confirm Distributor’s compliance with its obligations to Supplier and to confirm Distributor’s performance under this Agreement. (i) Distributor shall maintain a record of all sales, which shall be preserved for seven (7) years following termination of this Agreement for any reason. Distributor will, as and when requested by Supplier and at Supplier’s expense, transfer copies of such reports to Supplier or any successor distributors designated by Supplier. Distributor shall maintain comprehensive, current records indicating the name and address of each Dealer that has purchased Products from Distributor, and transfers of Products. Distributor shall make this information available to Supplier within ten (10) days after a request from Supplier. Distributor also shall provide Supplier with an annual report on the current total of Dealers to which it has provided Products and the Product population by model and serial number, location and application. (j) Maintain accurate repair records on all Equipment and Parts on which it has provided services, and provide Supplier each quarter with accurate and timely information on overall Product performance and acceptance by submitting copies of all machine installation and follow-up inspection reports, and copies of maintenance reports, for all Products sold by Distributor. 8. This information shall also include any customer requests for modifications or alterations Business plans, including marketing, advertising, and promotional plans, relating to the Products. (k) Cooperate with Supplier in marketing, sales or promotion program, and comply with such policies and procedures relating G. Distributor shall provide service to marketing sales or promotion as Supplier may adopt from time to time, and maintain a sufficient supply of current sales and service literature regarding the customer for the Products furnished by sold into the Supplier, and submit to a purchaser at or prior to delivery of Products Territory. Service shall include all pertinent information furnished by Supplier customer support functions for delivery with the Products, including any operator’s or service manuals for training of the customer in the proper use and maintenance of the Products, ensuring that customer requested repairs to the Products are accomplished in a timely manner and that the customers and potential customers receive timely and accurate information about the Products and future improvements to the Products. (l) Deliver Products only after they have been correctly assembled, adjusted H. Distributor shall maintain experienced sales and inspected service personnel and provide adequate service facilities to provide the purchaser or lessee, or anyone the purchaser or lessee designates, has been instructed as to the safe services requested by customers. I. Distributor shall purchase from LTS and proper operation stock adequate supplies of the Products, and submit parts thereof, as mutually agreed to a purchaser or lessee at or between Distributor and LTS. J. Subject to Section 8 of this Agreement, Distributor shall be responsible for distributing all advertising and marketing materials for the Products in the Territory. K. Unless LTS and Distributor agree otherwise in writing, the Distributor shall pay all Invoices for parts and services 100% cash TT in advance prior to delivery shipment, in U.S. currency. Distributor shall purchase all Products by Purchase Order within approved credit limits. L. Distributor shall not have the right to manufacture, modify, alter, or produce the Products, or any parts thereof, unless specific written approval is received in advance from LTS. M. Distributor shall attend periodic meetings (not more than one time per year), if requested by LTS. The meetings will be for the purpose of training Distributor’s personnel and for providing LTS with feedback with respect to the Products and services provided by LTS. Distributor shall be responsible for travel costs. N. Distributor agrees to conduct its business in all pertinent information furnished respects in compliance with all local ordinances, and all local and regional laws, statutes and regulations applicable in the Territory and shall continue to do so throughout the term of this Agreement. O. Distributor shall pay all expenses sustained, incurred or assumed by Supplier for delivery Distributor of its business in connection with the Products so purchased sale, distribution or leased, including any operator’s or service manuals for the Products. (m) Notify Supplier immediately upon receiving notice of any claim, complaint or dispute being made against Distributor, a Dealer or Supplier by a customer or third party in respect of any installation of the Products. (n) Meet such other reasonable standards . Distributor hereby represents and comply with such other reasonable policies warrants that Distributor’s present distribution facilities and procedures as may be established by Supplier from time staff is adequate to time. 3.2 With each order for Products hereunder, Distributor acknowledges that it has complied, and will continue to comply, with all pertinent provisions of applicable international treaties, laws, rules, regulations, ordinances, standards and carry out Distributor’s obligations under the like relating to, and will pay all sales, use and excise taxes and other charges imposed by any governmental authority applicable to, such resale or lease transactionsAgreement without expansion. Distributor shall provide to Supplier copies maintain such adequate facilities and staff throughout the term of all exemptions, certificates and similar documents relating to any such taxes and other chargesthis Agreement. Distributor shall also pay all license fees, sales, use, personal property and excise taxes, duties and any other fees, assessments, liens or taxes that may be assessed or levied by any governmental authority against Supplier or Distributor on account of, or measured by, any Products that are in route to, shipped to or in the possession of Distributor, or any sale by Supplier to Distributor hereunder. Distributor agrees to indemnify and hold Supplier harmless from all of the above-described taxes, duties, fees, assessments and other charges. 3.3 Neither Distributor nor any person, organization or body interested in Distributor, whether as partner, shareholder, principal, director, officer or otherwise, will at any time during the Fixed Term of this Agreement be concerned or interested, in any capacity, and whether directly or indirectly, in the design, manufacture, production, importing, sale, hire or advertisement of any goods which are competitive with or similar to, or which might in any way compete or interfere with the sale of, the Products. 3.4 The Distributor will not appoint any dealer, sub-dealer, agent or sub-contractor without the Supplier’s prior written consent. Without limiting the Supplier’s right to consent to the appointment of any dealer, sub-dealer, agent or sub-contractor, any dealer, sub-dealer, agent or sub-contractor shall, as a condition to its appointment as such, agree to: (a) be bound by the terms and provisions of a Dealer Agreement or other appropriate agreement as the Supplier may determine in its sole and absolute discretion; (b) provide to the Supplier for its approval a full and detailed marketing and business plan; and (c) meet the Supplier and permit the Supplier and its representatives to visit the proposed dealer, sub-dealer, agent or sub-contractor’s premises. Distributor agrees that it will not delay any payment owed by it to the Supplier due to the late or non-payment of any amount owed by any Dealer, sub-dealer, agent or sub-contractor to Distributor. 3.5 Distributor acknowledges that the development of the market for Supplier Products and of relationships with Supplier customers is best served through management of an orderly distribution and warranty service network. Distributor accordingly further agrees that it shall not at incur any time sell any Products additional expense related to any party who Distributor has reason to believe both is not an authorized Dealer and is purchasing such facilities or staff for the product for resale, including any distributor or reseller, unless Distributor has obtained purposes of this Agreement without the prior written approval for such sales from Supplier’s Sales Manager at Supplier’s headquartersof LTS. 3.6 P. Distributor shall refrain give LTS written notice of all changes in Distributor’s ownership, personnel or management within thirty (30) days of any such change. Q. Distributor represents and warrants that it will not extend any warranty on behalf of LTS or its affiliates to its customers or contacts other than the Standard Warranty then in effect. R. With respect to Confidential Information, Distributor agrees, unless the Confidential Information to be disclosed has otherwise become public knowledge through no fault of Distributor where the disclosing person was not under an obligation not to disclose such information: i. To hold all Confidential Information in strict confidence for 7 years and not publicize or otherwise disclose any thereof except to or with the prior written consent of LTS or as required by law; ii. Never to disclose or make any use of any Confidential Information and never copy any such Confidential Information except as such use is required in the performance of Distributor’s duties to LTS or as permitted by LTS; and iii. Always to use all reasonable precautions to assure that all the Confidential Information is properly protected and kept from unauthorized persons. S. Upon termination of the Agreement, or upon the written request of LTS at any method or practicetime, Distributor agrees to deliver to LTS all written and recorded materials and all substances, models, mechanisms and the like, including any salesdocuments, merchandisingresearch data, advertising reports, equipment, software, tapes, discs, illustrations, samples and manuals containing or promotional activities, which is unethical or illegal, or may be injurious relating to the business Confidential Information, it being agreed that all such written materials and other things shall be and remain the sole property of Supplier and LTS (or its affiliates, to other distributors or authorized Dealers, or to the goodwill associated with the Trademarks. Further, licensor). T. Distributor shall comply with not disclose any of the terms or content of the Agreement to any person or entity without the prior written consent of LTS. U. Distributor shall make all national, federal, state and local laws and regulations regarding advertising and merchandising practices, unfair or deceptive trade practices, and other consumer protection and consumer credit laws applicable reasonable efforts to achieve targets as set forth in the Territory.Exhibit D.