B.E.I. Services, Inc. and Dealer as identified by the UserID and Password used to access this site, enter into an agreement set forth:
WHEREAS, Dealer wishes B.E.I. Services to perform some or all of the services described herein, which shall be performed in accordance with the terms hereof, and

WHEREAS, B.E.I. Services wishes to perform services, including the collection of certain business equipment information from Dealer, the making of certain calculations and the provision of certain reports, all subject to the terms and conditions set forth herein,

NOW, THEREFORE, the parties hereto agree as follows:

1. OBLIGATIONS OF B.E.I. SERVICES (b) Upon such terms and conditions, B.E.I. Services will provide the following specific services and reports:

  1. "Web Based Reporting" consists of product performance reports in the form of "ProfitFinder" for Dealer's specified products compiled from Dealer's own retail operation, along with "DataFinder" the National Dealer Product Performance Summary, "PartsFinder" showing parts life data for Dealer's specified products compiled from Dealer's own retail operation and Other reporting as may be provided under separate contract.
  2. "Training" consists of advice and assistance from employees of B.E.I. Services in person or over the telephone or other electronic messaging system, the purpose of which is to set up the collection and communication links between the parties and to provide Dealer's Service Manager and up to two (2) additional key employees with the knowledge to interpret and use the reports provided by B.E.I. Services.
  3. "Technician Compensation" relates to B.E.I. Services bonus program assembled from the Dealers data and calculated, formatted and presented in such a way to bonus technicians for their activity in maintaining such products as the Dealer services. Contents, formulas, naming of specific elements within the program are protected and considered CONFIDENTIAL to ensure conformity and proper use of the product to the desired results. Unauthorized additions, deletions, changes or otherwise alterations to the Technician Compensation file is prohibited without expressed written permission from B.E.I. Services.
2. OBLIGATIONS OF DEALER
(a) Dealer understands and agrees that to receive full benefit of services offered, the data provided by Dealer must be valid, timely and definitive. To ensure timely transmission of accurate and definitive data, Dealer agrees to participate in the initial training sessions and to assign the data collection and transmission responsibility to a capable employee and to support the activity appropriately. Dealer understands and agrees that while B.E.I. Services will assist the Dealer in improving and understanding its data so that Dealer can take full advantage of the scope of the Agreement, B.E.I. Services cannot be held responsible for the timeliness and quality of the data provided by the Dealer. Dealer agrees that in no event will B.E.I. Services be liable for any special or consequential damages, including damages for lost profits or loss of use of systems. Dealer agrees to indemnify and hold B.E.I. Services harmless from and against any claims, demands, liability, loss, damage or cost, including without limitations, attorney fee's incurred, by reason of any acts or omissions of Dealer in the performance of Dealer's obligations under this Agreement.

3. PROPERTY RIGHTS IN DATA AND REPORTS
(a) The data submitted by Dealer and the data contained therein remains the property of Dealer. All data contained in any report prepared with respect to the operation of said Dealer becomes the property of the Dealer upon payment of the price applicable thereto. Consistent with these property interests and in accordance with the terms and conditions of Section 4 hereof, governing the obligations of the parties with respect to confidentiality, B.E.I. Services agrees that the data and reports which are the property of Dealer will not be released, sold, reproduced, transferred or otherwise exploited or disclosed by B.E.I.Services except that the service data unidentified to Dealer and un-segregated from other participants' service data will constitute a part of the composite aggregated data which forms the basis for the DataFinder reporting and data which is distributed to all participants.

(b) The data contained in the DataFinder reporting (which show compiled aggregate data unidentified to any participant) becomes and remains the property of B.E.I. Services. B.E.I. Services, retains the right to sell or reproduce the data not unidentified to Dealer. Consistent with these property interests and in accordance with the terms and conditions of Section 4 hereof governing the obligations of the parties with respect to confidentiality, Dealer agrees that the data and reports which are the property of B.E.I.Services may not be released, sold, reproduced, transferred or otherwise exploited by the Dealer, except consistent with Section 4 (b) (6) hereof, for Dealer's own use in the marketing, promotion and advertising of Dealer's retail product sales and service activities within Dealer's assigned territory.

4. CONFIDENTIALITY
(a) The parties expect that each party may or will have possession of or access to confidential information relating to the business of the other, including, but not limited to, software programs, writings, reports, manuals, financial information, sales and marketing information, business plans, customer lists, service history, employment contracts or arrangements, inventory lists, arrangements with suppliers or other material embodying trade secrets, customer or product information or technical or business information (collectively "Confidential Information") of the other party. The parties are willing to disclose such Confidential Information to each other under the terms and conditions provided for herein in order to advance their own interests.

(b) Each party hereto agrees:

  1. To exercise due care to keep in confidence and not disclose or otherwise exploit the other party's Confidential Information;
  2. That it shall not, at any time, duplicate, publish, divulge, disclose or use, directly or indirectly, for its own benefit or the benefit of any person or entity, any Confidential Information of the other;
  3. That it shall employ the highest degree of care to avoid the publication, use or disclosure of Confidential Information of the other;
  4. That it shall restrict disclosure of Confidential Information within its own organization to those persons having a need to know it and that such persons shall be advised of the obligations set forth in this Agreement and shall be obligated in like fashion;. and
  5. That each parties' obligations set forth in paragraphs (a) and (b) hereof shall not extend to any confidential information which (i) at the time of disclosure, is already in the public domain; (ii) after disclosure, becomes public information through no act or failure to act on the part of the other party; or (iii) prior to disclosure to the other party was already in the lawful possession of such party as evidenced by proof of actual use by such party, and which was not acquired by such party directly or indirectly from the other party.