This Agreement, made and entered into by and between Northland Auto Enterprises, Inc., a Minnesota corporation (“Northland”) and Enrolling Dealership (the “Associate”).
Northland has developed a business model and marketing system for persons engaged in (or intending to enter) the business of motor vehicle leasing (the Northland “Lease’T’Own® System”);
The Northland Lease’T’Own® System offers Associates certain benefits;
The Associate desires to enter the Northland Lease’T’Own® System, and Northland is willing that the Associate become an affiliate for purposes of using the Northland Lease’T’Own® System; and
RIGHT TO USE SYSTEM
Northland hereby grants to the Associate the right, generally, to operate a motor vehicle leasing system in conformity with the Northland Lease’T’Own® System, such system to be made known to the Associate by Northland. Associate further acknowledges and understands that Northland has established certain criteria and conditions for which Associate must comply with, and remain compliant with, to keep his Associate Agreement in force. These criteria and conditions include, but not limited to, the following:
- The Associate must add vehicles to the Associate’s Northland Lease’T’Own® fleet list by providing Northland a copy of the Consumer Agreement along with the properly completed consumer insurance binder;
- The Associate must maintain the Associate’s Northland Lease’T’Own® fleet vehicles covered by the Northland contingent liability policy;
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Pay the insurance premiums when due.
ENROLLMENT FEE
The Associate agrees to pay a one-time enrollment fee of $779.00 (the “Enrollment Fee”). The Enrollment Fee is non-refundable, except as otherwise provided herein. There is no exclusive territory granted to the Associate under this Agreement.
CONFORMITY WITH LAWS
The Associate shall operate the Associate’s vehicle leasing business strictly in conformity with all applicable laws and regulations, including, without limitation, obtaining and maintaining all permits, licenses and registrations which are now required, or which are required in the future, by any competent authority.
The Associate agrees to indemnify Northland on account of any damages which may accrue to the Associate on account of the Associate’s failure to perform this agreement, or maintain any condition herein required to be maintained by Associate, including reasonable attorneys’ fees for the enforcement hereof or otherwise.
INDEPENDENT CONTRACTOR
The relationship created herein between Northland and the Associate is that of independent contractors. Neither party is responsible for any debts or other obligations of the other party. No party, nor any of the party’s employees or agents, is authorized or empowered to create debts or other obligations binding upon the other party, in any manner whatever, nor may a party represent that such person has the authority or power to do so.
Associate is solely responsible for, and is free to exercise, the Associate’s own judgment and control in the operation of the Associate’s vehicle leasing business.
Neither the Associate, nor any of its employees or agents, is considered in any way, directly or indirectly, expressly or by implication, an employee of the Northland for any purpose.
CONTINGENT LIABILITY INSURANCE
Northland has entered into contracts (the “Contracts”) with certain Insurance Companies to make available motor vehicle contingent liability insurance to the Associate through the Northland Lease’T’Own® System. In the Northland Lease’T’Own® System, an Associate is required to have Northland’s contingent liability insurance coverage on all motor vehicles leased under the Northland Lease’T’Own® System.
When the Associate obtains the Northland contingent liability insurance coverage, the Associate will comply, in a timely manner, with certain vehicle restrictions, customer type restrictions, reporting requirements, payment requirements, claims requirements and other requirements, the terms and provisions of which will be duly communicated to the Associate by Northland, the Insurance Companies, or both. Such requirements may be changed by the Insurance Companies or Northland at any time. Failure to comply with such requirements or with the requirements of any applicable insurance policy providing such contingent liability coverage will result in immediate termination of the Associate’s right to apply for insurance coverage as a subscriber of the Northland Lease’T’Own® System, and will subject the Associate to cancellation of such coverage by the insurance company in accordance with any policy or policies providing such coverage. In addition, Northland reserves the right to cancel the Associate Agreement pursuant to the termination notice contained herein.
The Associate authorizes Northland to withdraw payments directly from the designated checking account or credit card that has been selected for insurance premiums once a month, at the beginning of the month, for each motor vehicle to be so insured as follows:
For $1,000,000 (one million) dollar coverage
A) If the contract is dated from the 1st to the 15th of the month, the premium is $20.00
B) If the contract is dated from the 16th to the 31st of the month, the premium is $10.00 (1st month only – the full premium of $20.00 is due for each month thereafter)
If full payment is not received by Northland, the Associate will have no insurance coverage from Northland on those vehicles.
Northland shall not be liable to the Associate, the Associate’s customers, or anyone, for any claim or cause of action arising out of or related to any contingent liability insurance coverage.
The contingent liability insurance coverage provided to the Associate by the Insurance Company are limited by the terms of the policy or policies insuring the Associate, and the Associate agrees to examine the certificate of insurance, all other insurance related documents and procedures. The Associate will indemnify Northland for any loss, including reasonable attorneys’ fees, which Northland sustains by reason of such failure.
TRADEMARK LICENSE AGREEMENT
Associate acknowledges that Lease’T’Own® and LTO® are registered trademarks of Northland. Northland grants to Associate a license to use the marks in connection with Associate’s business, on a non-exclusive basis.
Northland grants to the Associate a non-transferrable, non-exclusive right and license to use the license service marks for the license services.
Northland reserves the right to revoke the consent granted herein by complying with the termination notice requirements as referenced herein and Associate agrees to cease using said Lease’T’Own® and LTO® logos, trade name and trademark upon expiration of thirty (30) days from the point of notification of such termination.
LEASE’T’OWN® CONTRACTS
Associate acknowledges that Northland Lease’T’Own® contracts are copyright property of Northland. Northland grants to Associate a non-transferrable, non-exclusive right and license to use copyright contracts.
Northland reserves the right to revoke the consent granted herein by complying with the termination notice requirements as referenced herein and the Associate agrees to cease using said Northland contracts upon expiration of thirty (30) days from the point of notification of such termination.
ENFORCEMENT OF RIGHTS
If any party to the Associate Agreement sues to enforce a right under this Associate Agreement, the prevailing party shall be entitled to receive its costs and expenses, including reasonable attorneys’ fees, associated with such lawsuit.
INDEMNITY
The Associate agrees to indemnify Northland, defend and hold harmless and free from any and all fines, administrative or judicial proceedings, claims, damages, demands, obligations or any actions of any kind, whatever, by anyone, arising out of the Associate’s business and to pay for all cost, including without limitation, attorneys’ fees, reasonable on account thereof.
TERMINATION
Either party may terminate this Agreement by providing thirty days written notice.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of Minnesota.
AMENDMENTS TO ASSOCIATE AGREEMENT
Except as otherwise provided herein, this Agreement shall not be amended, modified or altered in any manner except by writing signed by all parties then to be bound thereby.
(Rev. October 5, 2012)