Contract between dealer and subdealer.

Memorandum of agreement, made in triplicate _________[Date], between the _________ auto company, dealer, and _________, subdealer: That in consideration of the mutual covenants and agreements contained here the parties agree as follows:

1. Dealer agrees to sell to subdealer F.O.B. cars at _________, sight draft against bill of lading, with exchange unless paid for in advance by certified check or currency, _________ automobiles described in the manufacturer's catalogue (excepting vehicles designed for public transportation service and commercial vehicles, the manufacturer reserving the right to market them independently), for distribution within the following described territory: _________, and agrees to refer to subdealer all inquiries received from interested parties in this territory.

2. Subdealer agrees not to solicit orders from nor to deliver any _________ cars to parties residing outside of his [or her] territory (residence of purchaser shall be deemed to be his [or her] principal place of business).

3. Dealer reserves the right to reapportion this territory at any time during the life of this contract, if in the opinion of dealer subdealer is not properly promoting the sale of _________ automobiles in all or any parts of the territory described above.

4. The _________ automobiles, chassis and bodies, for which exclusive territory is given dealer, are governed by numerous letters patent owned by the manufacturers. Subdealer expressly acknowledges the validity of these patents and agrees not to infringe, nor to permit, aid, or assist others to infringe, them.

5. Each automobile will be sold by dealer to subdealer at a discount of _________ percent from the manufacturer's current advertised list price, and will be resold by subdealer at the manufacturer's full current advertised list price only, nor shall subdealer by rebates, allowances, donations, or any other means evade the spirit of this clause.

6. Subdealer shall report at the end of each week to dealer all names and addresses of parties purchasing _________ automobiles from subdealer during that week, together with the factory numbers of their respective automobiles.

7. Subdealer agrees to pay to dealer the list prices as published in the manufacturer's current price list for all parts purchased, less a discount of _________ percent.

8. Payment for parts shall be made on or before the _________ day of the month following shipment.

9. Subdealer agrees to make no deduction from remittances for merchandise returned until after the receipt from dealer of a credit memorandum.

10. Subdealer agrees to deposit with dealer $_____ as a guarantee for the satisfactory performance of this agreement. The deposit to be returned to subdealer with interest at the rate of _________ percent per year, on the termination of this contract: provided, in case subdealer shall make default in any performance, dealer may retain as much of the sum as he [or she] shall deem reasonable indemnity for any loss or damage sustained.

11. Dealer also reserves the right to apply all or any part of the deposit money to offset parts, accounts, or transportation charges on parts or automobiles, or any or all other expenses incurred in the adjustment of claims or settlements.

12. Subject to the conditions previously and subsequently stated, subdealer agrees to buy and dealer agrees to sell to the subdealer F.O.B. _________, _________ new _________ automobiles.