This agreement ("Agreement") is entered into between Side Enterprises, LLC ("Side"), an Ohio corporation, and an individual or business with intent to resell products provided by Side ("Reseller").

Whereas, Side sells a line of heated water hoses;

Whereas, Reseller is in the business of reselling recreational vehicle, equine, marina, camping, trailer, or modular products;

Whereas, Side desires to engage the Reseller for the purposes of marketing and selling Side's heated water hoses in the United States and Canada; and

Therefore, in consideration of the following conditions set for the in this Agreement, the parties agree to the following.

1. DEFINITIONS

"Customer" means an end user of a Product.

"Limited Warranty Statement" means Side's then-current warranty from Side to Customers.

"Products" means the products in Side's then-current reseller Product List.  Side may add to, delete from, or otherwise modify the Products on the Product List at any time.

"Territory" means the United States of America and Canada.

2. PRODUCT TERMS

2.1 APPOINTMENT. Side hereby appoints Reseller, and Reseller accepts such appointment, to act as a non-exclusive reseller of Products only to Customers located in the Territory. Sale of Products to other resellers or Reseller's affiliates is strictly prohibited. Reseller will only sell the Products in face-to-face transactions from physical store outlets located in the Territory, and will not market or sell the Products using any Internet site or mail order catalog without specific written authorization by Side.

2.2 PRICES. Side shall have the right, at any time, to change, alter, or amend Product prices upon written notice.  Prices are exclusive of all taxes, insurance, and shipping and handling charges, which are Reseller's sole responsibility.

3. ORDERING AND PAYMENT

3.1 ORDERS. Orders shall be placed online or by phone and be subject to acceptance by Side. The terms and conditions of each order shall be as provided by this Agreement.

3.2 SHIPMENT. Shipment will be handled by Side.  All shipping expenses, as well as any expenses related to Reseller's special packing requests, will be borne by Reseller unless otherwise agreed to in writing by Side.

3.3 PAYMENT. Reseller shall pay the cost of goods, as well as shipping expenses, upon placing an order.

4. DEFECTIVE PRODUCT RETURNS

Returns of defective Products will be paid for by Side when Side authorized carriers are used. Return shipment charges via unauthorized carriers and all customs or broker's fees are the responsibility of Reseller. Side reserves the right to charge-back to Reseller shipping charges incurred on those Products that were not at any point resold to Customers but were returned as defective and no fault was found. Incomplete Product returns will not be accepted. Under no circumstances shall the total defective returns of any specific Product model number exceed 10% of total purchases for that model number in the ninety (90) days prior to the return request.

Reseller will be in material breach of this Agreement if it returns Products as "defective" to Side when Reseller has not at any point resold such Products to Customers, except that Reseller may return Products that were not at any point resold to Customers that are in fact "defective."

5. RESELLER'S OBLIGATIONS

5.1 RESELLER COVENANTS. Reseller will: (i) conduct business in a manner that reflects favorably at all times on Products and the good name, goodwill and reputation of Side; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to Side or Side Products; (iii) make no false or misleading representations with regard to Side or Side Products; (iv) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to Side or Side Products; and (v) make no representations, warranties or guarantees to customers or to the trade with respect to the specifications, features or capabilities of Side Products that are inconsistent with the literature distributed by Side.

5.2 USE OF TRADEMARKS AND PROPRIETARY NOTICES. During the term of this Agreement, Reseller may use the trademarks, trade names, logos and designations used by Side for Side Products solely in connection with Reseller's advertisement and promotion of Side Products, in accordance with Side's then-current trademark usage policies. Reseller shall not remove or destroy any copyright notices, trademarks or other proprietary markings on the Products, documentation or other materials related to the Products. Upon termination of this Agreement Reseller may continue to advertise and promote the Products using Side's trademarks and trade names until inventory depletion. Side may not use Reseller's trade names, trademarks or service marks without first obtaining Reseller's express approval.

6. TERM AND TERMINATION

6.1 TERM. This Agreement shall commence on the Effective Date and continue for six (6) months thereafter unless terminated earlier as provided herein.

6.2 TERMINATION WITHOUT CAUSE. Reseller or Side may terminate this Agreement without cause, at any time, by written notice to the other party not less than fifteen (15) days prior to the effective date of termination. All unfilled orders pending at the time of the date of such notice of termination shall be deemed canceled, and Side and Reseller hereby waive all claims against the other in connection with the cancellation of such orders.

6.3 TERMINATION FOR BREACH. Side may terminate this Agreement, for cause, by written notice to Reseller not less than five (5) days prior to the effective date of such notice in the event that: (i) Reseller violates any material provision of this Agreement; or (ii) control of Reseller is acquired, directly or indirectly, by a third party, or Reseller is merged with a third party. Upon giving its notice of termination, Side may alter its terms of sale and take such other action as may be consistent with the termination of Reseller as an authorized Side Reseller.

7. WARRANTY

7.1 CUSTOMER WARRANTY. Side provides a Limited Warranty Statement to Customers. Reseller will make available to Customers a copy of the Limited Warranty Statement and will not make any representations or statements inconsistent with such Limited Warranty Statement. Reseller shall have the right to return at SIDE'S expense and for full credit (if there are sufficient funds to offset) or refund of the purchase price any products for which the sale is prohibited by applicable local, state, or federal law, ordinance, rule or regulation.

7.2 EXPRESS DISCLAIMER. Side MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE Products, EXCEPT AS SET FORTH ABOVE. ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, ARE HEREBY DISCLAIMED.

8. LIMITATION OF LIABILITY

THE LIABILITY OF Side AND ITS SUPPLIERS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUPPLY OF Products HEREUNDER, SHALL BE LIMITED TO THE ACTUAL AMOUNTS PAID BY RESELLER TO Side FOR THE Products GIVING RISE TO SUCH DAMAGES, AND SHALL IN NO EVENT INCLUDE LOSS OF PROFITS, COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, OR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF Side OR ITS SUPPLIER IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

9. GENERAL

9.1 ASSIGNMENT. Neither party may assign, delegate, or transfer the Agreement, or any of its rights or duties hereunder, without the prior written consent of the other party. Any attempted assignment or delegation in violation of this section shall be void. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns. Notwithstanding the foregoing, Side may assign its rights and duties hereunder in connection with a merger, consolidation, spin-off, corporate reorganization, acquisition, or sale of all or substantially all the assets of Side.

10.2 GOVERNING LAW. This Agreement shall be governed by the laws of the State of Ohio (other than its conflicts of law principles), excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties hereby consent to the exclusive jurisdiction of and venue in the federal and/or state courts located in Delaware County, Ohio.

10.3 INDEPENDENT CONTRACTORS. In performing their respective duties under this Agreement, each of the parties will be operating as an independent contractor. Nothing contained herein will in any way constitute any association, partnership, or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the power to bind the other party or incur obligations on the other party's behalf without the other party's prior written consent.

10.4 MODIFICATION AND WAIVER. No modification to this Agreement, nor any waiver of any rights, will be effective unless assented to in writing by the party to be charged, and the waiver of any breach or default shall not constitute a waiver of any other right hereunder or any subsequent breach or default.

10.5 SEVERABILITY. If for any reason any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.

10.6 LIMITATION OF ACTION. Any legal action arising out of this Agreement shall be barred unless commenced within one (1) year of the act or omission giving rise to the action.

10.7 ENTIRE AGREEMENT. This Agreement and the exhibits attached hereto constitute the entire and exclusive agreement between the parties hereto with respect to the subject matter hereof and supersede any prior agreements between the parties with respect to such subject matter.

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