THIS AGREEMENT is entered on this the date below by and between Audio Realignment Technologies (“ART”), 630 Quintana Road, Suite 260, Morro Bay, California 93442, and the dealer below (form of incorporation) incorporated under the laws of the State/Province of the state provided below and with its principal oﬃce located at the address below. (“Dealer”).
This Agreement describes the rights and obligations of Dealer and AUDIO REALIGNMENT TECHNOLOGIES with respect to the appointment of Dealer as an authorized reseller of AUDIO REALIGNMENT TECHNOLOGIES.
- Authorization of Dealer ‐ AUDIO REALIGNMENT TECHNOLOGIES hereby authorizes Dealer as a nonexclusive Dealer, upon the terms and conditions Agreement valid for Dealer location noted above. Additional locations must be submitted in writing for approval to become authorized by AUDIO REALIGNMENT TECHNOLOGIES.
- Sales Authorization ‐ Dealer is authorized to sell, or to oﬀer for sale the AUDIO REALIGNMENT TECHNOLOGIES’ products, to end user consumers Dealer shall not transship – that is, sell or transfer – any AUDIO REALIGNMENT TECHNOLOGIES’ products to any person or entity for resale.
- Nature of Representation - Dealer is, and at all times shall act solely in the capacity of, an independent contractor and neither Dealer nor any of its agents or employees shall be deemed to be nor shall they represent themselves to be agents of AUDIO REALIGNMENT TECHNOLOGIES for any purpose whatsoever.
- Intellectual Property - Dealer is authorized to use AUDIO REALIGNMENT TECHNOLOGIES’ intellectual property (i.e., logos, marketing materials, videos, products, etc) for marketing and promotion of AUDIO REALIGNMENT TECHNOLOGIES’ products during the term of this Agreement.
- Internet, Mail Order, Catalog and or Telephone Sales ‐ Dealer shall refrain from any internet, mail order, catalog or telephone sales of AUDIO REALIGNMENT TECHNOLOGIES’ products, unless those customers are already clients of This includes Audiogon and eBay, and other similar web sites. Dealer also agrees not to advertise the products for sale in mail order catalogs. Any Dealer advertisements must clearly indicate that AUDIO REALIGNMENT TECHNOLOGIES products are not available through mail order, internet, catalogs or telephone sales. Any and all advertised prices MUST only be that of M.A.P. (Minimum Advertised Price). By signing this Agreement Dealer agrees to AUDIO REALIGNMENT TECHNOLOGIES’ M.A.P. Policies and Guidelines which is attached.
- Dealer obligations towards its clients
- Dealer agrees to exert its best eﬀorts to utilize AUDIO REALIGNMENT TECHNOLOGIES’ products whenever the products are appropriate to the client’s needs, and further agrees not to specify AUDIO REALIGNMENT TECHNOLOGIES’ products where they are not appropriate and will not perform in a manner that brings credit to Dealer and AUDIO REALIGNMENT TECHNOLOGIES.
- Dealer agrees to keep a minimum of two (2) different AUDIO REALIGNMENT TECHNOLOGIES models on display per store and maintain a suﬃcient supply of AUDIO REALIGNMENT TECHNOLOGIES promotional materials to convey to potential clients the benefits of using AUDIO REALIGNMENT TECHNOLOGIES products.
- Dealer agrees to truthfully and accurately represent AUDIO REALIGNMENT TECHNOLOGIES’ products to potential clients, neither overstating nor understating the performance of AUDIO REALIGNMENT TECHNOLOGIES’
- Dealer agrees to exercise its best eﬀorts to ensure that every client who purchases AUDIO REALIGNMENT TECHNOLOGIES products from the Dealer is satisfied with the performance and appearance of the AUDIO REALIGNMENT TECHNOLOGIES AUDIO REALIGNMENT TECHNOLOGIES will assist in any reasonable way to help Dealer meet this goal.
- Dealer obligations towards AUDIO REALIGNMENT TECHNOLOGIES
- Dealer agrees that the AUDIO REALIGNMENT TECHNOLOGIES brand name and the respective AUDIO REALIGNMENT TECHNOLOGIES product names are the property of or licensed to AUDIO REALIGNMENT TECHNOLOGIES, and further agrees to discontinue use of these trademarks and product names after the termination of this
- Dealer agrees to promptly pay for AUDIO REALIGNMENT TECHNOLOGIES’ products purchased under this agreement, according to the terms and conditions on the price sheet in eﬀect at the time of purchase, and as shown on AUDIO REALIGNMENT TECHNOLOGIES’
- Dealer agrees to pay AUDIO REALIGNMENT TECHNOLOGIES a restocking fee of 20% for any cancelled orders or returns for credit and related shipping fees, as outlined in Dealer Price List – Terms and Conditions.
- AUDIO REALIGNMENT TECHNOLOGIES’ obligations towards the Dealer ‐ AUDIO REALIGNMENT TECHNOLOGIES will fill and ship all orders placed by authorized Dealer and accepted by AUDIO REALIGNMENT TECHNOLOGIES as outlined in Dealer Price List – Terms and Conditions.
- Dealership Minimum Purchase and Display Requirements ‐ In order to become Authorized as an AUDIO REALIGNMENT TECHNOLOGIES Dealer, in addition to completing and signing this Agreement, the Dealer agrees to the following:
- Dealer’s Opening Order must include at a minimum, any two (2) different AUDIO REALIGNMENT TECHNOLOGIES models for active display in Dealer’s Showroom, sold to Dealer at the demo prices listed in the Price Schedules.
- For Dealer to be authorized to sell any of the AUDIO REALIGNMENT TECHNOLOGIES Premiere Models, Dealer must purchase and have on active display in their showroom ANY one (1) of the Premiere Models.
- Dealer shall showcase and demonstrate AUDIO REALIGNMENT TECHNOLOGIES products in a way that supports the product quality, exclusivity, and brand image, and in systems with Dealer’s finest associated brands of electronics.
- Dealer shall use the AUDIO REALIGNMENT TECHNOLOGIES Logo in signage within the showroom as well as display and offer AUDIO REALIGNMENT TECHNOLOGIES brochures and related marketing materials, as to show their clients Dealer’s commitment to the brand.
- Confidentiality - AUDIO REALIGNMENT TECHNOLOGIES and Dealer may, at times, find it beneficial to disclose to the other, certain information that the disclosing party considers to be proprietary and/or confidential (hereinafter referred to as "Confidential Information"), which may include, but is not limited to, trade secrets, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, diagrams, data, computer programs, business activities and operations, financial information, reports, studies and other technical and business information.
Each party acknowledges that the other party claims its Confidential Information as a special, valuable and unique asset. For itself and on behalf of its officers, directors, agents, employees, and affiliates, each party agrees that it will keep in confidence all Confidential Information and that it will not directly or indirectly disclose to any third party or use for its own benefit, or use for any purpose other than the execution of this contract, any Confidential Information it receives from the other party. Each party agrees to use reasonable care to protect the Confidential Information, and in no event less than the same degree of care to protect the Confidential Information as it would employ with respect to its own information of like importance which it does not desire to have published or disseminated.
Confidential Information shall not include the disclosing party's information which: the receiving party knows at the time of disclosure, free of any obligation to keep it confidential, as evidenced by written records; is or becomes publicly available through authorized disclosure; is independently developed by the receiving party without the use of any Confidential Information; or the receiving party rightfully obtains from a third party who has the right to transfer or disclose it. If any portion of any Confidential Information falls within any of the above exceptions, the remainder of the Confidential Information shall continue to be subject to the requirements of this Agreement.
- Price Schedules - Prices to Dealer for Products shall be set forth in the Price Schedules issued from time to time by AUDIO REALIGNMENT TECHNOLOGIES. AUDIO REALIGNMENT TECHNOLOGIES shall have the right to reduce or increase prices to Dealer at any time, without accountability to Dealer in connection with Dealer’s stock of unsold Products on hand at the time of such change. The issuance of a new Price Schedule by AUDIO REALIGNMENT TECHNOLOGIES shall automatically supersede all prior schedules on and after its effective date.
- Operations - AUDIO REALIGNMENT TECHNOLOGIES shall from time to time establish and/or modify financial requirements and payment terms, and Dealer agrees that it shall at all times be bound thereby and comply fully therewith. AUDIO REALIGNMENT TECHNOLOGIES shall have the right to reject or cancel any orders placed by Dealer, or to refuse or to delay the shipment
thereof, if dealer shall fail to meet payment schedules or financial requirements established by AUDIO REALIGNMENT TECHNOLOGIES. Such actions shall not be construed as a termination or breach of this Agreement by AUDIO REALIGNMENT TECHNOLOGIES, nor shall it relieve Dealer of any obligations imposed upon dealer hereunder.
- Termination of agreement ‐ Either party may terminate this agreement at any time, with or without Where the termination is without cause, the terminating party shall give thirty (30) days-notice in writing to the terminated party, and termination shall be eﬀective upon expiration of the thirty-day period. Where the termination is with cause, it shall be eﬀective as of the date of the event which was the cause for termination.
- Cause for termination of Dealer by AUDIO REALIGNMENT TECHNOLOGIES shall include:
- Dealer, in AUDIO REALIGNMENT TECHNOLOGIES’s sole judgment, is unacceptably delinquent in paying for products purchased or frequently cancels orders once placed with AUDIO REALIGNMENT TECHNOLOGIES.
- Dealer fails to truthfully and accurately represent AUDIO REALIGNMENT TECHNOLOGIES products or AUDIO REALIGNMENT TECHNOLOGIES’ claims and/or representations regarding their
- Dealer becomes insolvent, files or has filed against it a petition of bankruptcy or insolvency or makes a general assignment for the benefit of its creditors, or has a receiver appointed for its business or properties.
- Dealer sells, transfers or relinquishes any substantial interest in the direct or indirect business
- Dealer transships AUDIO REALIGNMENT TECHNOLOGIES product to a non-AUDIO REALIGNMENT TECHNOLOGIES Dealer for resale.
- Dealer violates theA.P. Advertising Price Policy (M.A.P.).
- Eﬀects of termination ‐ Upon termination, Dealer shall no longer have the right to purchase AUDIO REALIGNMENT TECHNOLOGIES products or use the AUDIO REALIGNMENT TECHNOLOGIES names and The Dealer agrees to promptly return to AUDIO REALIGNMENT TECHNOLOGIES, at Dealer’s reasonable expense, all promotional materials and other items furnished by AUDIO REALIGNMENT TECHNOLOGIES at no charge.
Both parties specifically agree that neither AUDIO REALIGNMENT TECHNOLOGIES nor Dealer shall be liable to the other for compensation, reimbursement, lost profits, indirect, incidental or consequential damages, or damages of any other kind as a result of termination of this agreement for any reason.
Dealer hereby grants an option, exercisable by notice at any time within thirty days following any termination of the agreement, to repurchase from the Dealer all or any part of the dealer’s inventory, at the then current Dealer prices, or the price paid by the Dealer, whichever shall be lower.
- Survivability – Dealer’s responsibility to confidentiality per section 6 remains in effect after termination of this Agreement.
- Change of Control - Any change in ownership or senior management of Dealer shall be deemed an assignment which requires the prior written consent of AUDIO REALIGNMENT TECHNOLOGIES. Subject to the foregoing, this Agreement shall be binding upon AUDIO REALIGNMENT TECHNOLOGIES and Dealer and their respective successors and assigns.
- Indemnity - Dealer agrees to indemnify and hold harmless AUDIO REALIGNMENT TECHNOLOGIES from any and all expenses (which are defined as any costs, claims, charges, damages, and liabilities of any kind, investigators' and experts' fees, reasonable attorney's fees, lost profits, and intangibles such as trademark values and good will) directly or indirectly incurred as a result of the breach by Dealer of any provision contained in this Agreement, including taxes, shipping, and any other additional charges, paid for any Products purchased by or at the instance of AUDIO REALIGNMENT TECHNOLOGIES during the course of investigating such breaches. The foregoing indemnification obligations shall survive expiration or termination of this Agreement.
- Entire Agreement and Modifications - This Agreement including the associated Schedules is fully integrated and contains the parties’ entire agreement. Dealer warrants that in executing this Agreement, it has relied solely upon the representations and provisions contained herein, and that is has not relied in any way upon other matter, wither oral or written. Should any provision hereof be found by a court of competent jurisdiction to be contrary to law, all remaining portions hereof shall be severed and be unaffected thereby and shall remain in full force and effect. This Agreement may be altered or modified only by a written memorandum executed by AUDIO REALIGNMENT TECHNOLOGIES and Dealer. Dealer acknowledges that it is under no compulsion to enter into this Agreement or to trade in Products, and that its election to seek to sell Products, and its Agreement with the terms set forth herein, have been made among opportunities afforded by numerous competitive manufacturers and brands.
- Assignment - Dealer shall not be entitled to assign the whole or any part of this agreement.
- Governing law and arbitration ‐ This Agreement, including all sales contracts concluded between the parties resulting therefrom, shall be governed by and construed in accordance with the laws of the State of California, USA.
Any disputes arising from this Agreement or in connection thereto shall be settled by negotiations. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof that the parties have failed to solve by amicable negotiations shall be finally settled by Arbitration Court and Industry in accordance with the Rules of the Arbitration Court. The place of arbitration shall be Morro Bay, California, USA.
- Notices, costs and attorney’s fees ‐ All notice and other communications required or permitted hereunder shall be in writing and shall be deemed to have been validly given or made when personally delivered or sent by certified mail, postage prepaid and addressed to AUDIO REALIGNMENT TECHNOLOGIES at Audio Realignment Technologies, 630 Quintana Road, Suite 260, Morro Bay, California 93442 or to the Dealer at their added to this agreement. In the event any action, suit or proceeding is instituted to enforce any provision of the agreement, the party in whose favor final judgment shall be entered, shall be entitled to receive from the losing party, reasonable attorney’s fees and other litigation costs.
Minimum Advertised Price Policy (M.A.P.)
Eﬀective March 1, 2023
In order to successfully compete in the marketplace and to maintain its premium brand image, AUDIO REALIGNMENT TECHNOLOGIES has established this MAP Minimum Advertised Price (MAP) Policy. Therefore, all advertisements for sales from Authorized Dealers to Consumers of products listed on the Confidential Dealer Pricelist shall be subject to this MAP Policy.
AUDIO REALIGNMENT TECHNOLOGIES’ products covered and their coordinating Minimum Advertised Prices are set forth on the Confidential Dealer Pricelist. AUDIO REALIGNMENT TECHNOLOGIES reserves the right from time to time to alter, modify, suspend, or cancel the MAP Policy, the products covered, and/or the minimum advertised prices.
This policy does not restrict the Authorized Dealer’s right to establish independent advertised or resale prices. AUDIO REALIGNMENT TECHNOLOGIES reserves the right to determine whether and Authorized Dealer has advertised AUDIO REALIGNMENT TECHNOLOGIES’ products at a net advertised price less than the minimum advertised price established in this MAP Policy. Upon such determination AUDIO REALIGNMENT TECHNOLOGIES may, without assuming any liability, cancel all orders and indefinitely refuse to accept new orders from the Authorized Dealer.
This policy has been unilaterally adopted by AUDIO REALIGNMENT TECHNOLOGIES. AUDIO REALIGNMENT TECHNOLOGIES neither solicits nor will it accept assurances by an Authorized Dealer of acquiescence with this policy. Nothing in this policy shall constitute an agreement between AUDIO REALIGNMENT TECHNOLOGIES and any Authorized Dealer of compliance with this policy. The Authorized Dealer within its own discretion can choose to acquiesce or not acquiesce with this policy. AUDIO REALIGNMENT TECHNOLOGIES will not discuss conditions of acceptance related to this policy. This policy is non‐negotiable and will not be altered, modified, or amended for any Authorized Dealer.
The information contained herein is confidential and as such, no Authorized Dealer of AUDIO REALIGNMENT TECHNOLOGIES should disclose any aspects, details or information of AUDIO REALIGNMENT TECHNOLOGIES’ MAP Policy for any purpose except to carry out discussions concerning, and the undertaking of, any business relationship between such Authorized Dealer and AUDIO REALIGNMENT TECHNOLOGIES. None of the foregoing terms should be shared with third parties except employees of the Authorized Dealer.
Combining a Product(s) from this Minimum Advertise Price Policy with any other product or item (whether or not it is listed on the Authorized Dealer Pricelist) for an advertised price lower than the combined price of what the two (2) products are advertised independent of each other, is not in acquiescence with AUDIO REALIGNMENT TECHNOLOGIES’ MAP Policy.
The issuance of non‐AUDIO REALIGNMENT TECHNOLOGIES generated rebates (in any form) on a Product(s) listed on the Authorized Dealer Pricelist is NOT in acquiescence with AUDIO REALIGNMENT TECHNOLOGIES’ MAP Policy.
Advertising that requests the Consumer “call for best price,” or “add to cart for best price” or strike‐through pricing is NOT in acquiescence with AUDIO REALIGNMENT TECHNOLOGIES’ MAP Policy.
Free delivery and/or free shipping oﬀers are in acquiescence with AUDIO REALIGNMENT TECHNOLOGIES’ MAP Policy.
AUDIO REALIGNMENT TECHNOLOGIES’ sales personnel or independent representatives have no authority to modify or grant exceptions to this policy. All questions regarding interpretation of this policy should be emailed to the AUDIO REALIGNMENT TECHNOLOGIES MAP Committee at info@AudioRealignment.com.