KNEEBINDING AUTHORIZED DEALER AGREEMENT

2016-2017 KNEEBINDING AUTHORIZED DEALER AGREEMENT Authorized Dealer: DBA: Address: City: State/Province: ZIP/Postal Code: Telephone: ( ) Fax: ( ) Manager: E-mail: Website(s): This Agreement is between a KneeBinding Authorized Dealer or KneeBinding Authorized Service Center ( Authorized Dealer ) and KneeBinding, Inc ( KneeBinding ). To become an Authorized Dealer, and to remain an Authorized Dealer in Good Standing, a retailer must remain in adherence with all of the requirements of this and related agreements. With confirmation by KneeBinding that Retailer has been accepted, KneeBinding appoints the retailer as an Authorized Dealer of KneeBinding Alpine Ski Bindings and accessories ( Products ) subject to the following terms and conditions: 1. Term. This Agreement is for a term commencing on the date of acceptance by KneeBinding and shall remain in force until terminated as provided herein or as provided by law. 2. Sale of Products to Authorized Dealer. Subject to this Authorized Dealer Agreement, KneeBinding agrees to consider Authorized Dealer s orders for KneeBinding Products, subject to inventory, production capacity and other requirements of KneeBinding and its suppliers. a. All orders shall be deemed offers to purchase goods, which are subject to acceptance by KneeBinding. b. Title to goods and all risk of loss shall pass from KneeBinding to Authorized Dealer upon shipment, FOB KneeBinding. c. Authorized Dealer represents that it has obtained a sales and use tax exemption, if sales tax is applicable in the state of sale, and agrees to provide KneeBinding with evidence of such exemption upon request. d. KneeBinding may make partial shipments of any order as products become available for shipment, and payment will be due in respect of such partial shipment as set forth below; partial shipment of an order will not relieve Authorized Dealer from its obligations to accept future shipments in satisfaction of such order. e. All orders are non-cancelable. 3. Authorized Locations. For purposes of this Agreement both Authorized Physical Locations and Authorized Electronic Locations shall be considered Authorized Locations. a. Authorized Physical Locations. Authorized Dealer shall display, sell and support the Products at the permanent locations listed on the KneeBinding web site, which Authorized Dealer represents and warrants to be under the exclusive control of Authorized Dealer (which shall be referred to individually or cumulatively herein as Authorized Physical Locations ). b. Authorized Electronic Locations. KneeBinding shall allow Authorized Dealer to market, display, represent and sell the Products in electronic media format, specifically, any Internet sites, home pages or web pages, listed on the KneeBinding web site, which Authorized Dealer represents and warrants to be under the exclusive control of Authorized Dealer (which shall be referred to individually or cumulatively herein as Authorized Electronic Locations ). Authorized Dealer agrees that: i. Electronic direct sales and marketing may only originate from the Authorized Electronic Location. No third party web portals or business avenues are permitted; Copyright 2016 KneeBinding, Inc. Page 1 of 5 KADA1617.DOC

ii. A working telephone number for the Authorized Dealer must be present and easily accessed and viewed on any Electronic Authorized Locations; and iii. Authorized Dealer shall provide telephone support to customers of the Authorized Electronic Location for a minimum of eight(8) hours per day, six days per week, during hours consistent with the normal business hours for Authorized Dealers Authorized Physical Locations; iv. Authorized Electronic Locations must clearly state that KneeBinding requires all bindings to be mounted, tested, and inspected by a KneeBinding Technicians at a KneeBinding Authorized Dealer. c. Products shall not be sold, rented, serviced or otherwise offered at any locations other than the Authorized Locations which are specifically identified for this Authorized Dealer. No temporary locations of any nature are permitted unless specifically agreed to in writing by an authorized officer of KneeBinding. Trans-shipping of any KneeBinding products to or from other resellers or locations is prohibited in order to protect KneeBinding s intellectual property rights, to enhance the exclusivity of the Products, to induce Authorized Dealers to engage in appropriate levels of investment, advertising and promotional activities, maintain inventories and provide efficient post sales service, and to maintain control over the quality and safety of products. d. The terms of this Agreement apply to all and each of the Authorized Locations and Authorized Dealer shall give written notice to KneeBinding within ten days of any openings, closings, relocations, or other changes in its locations, which are subject to acceptance by KneeBinding. 4. Geographic Restrictions: Authorized Dealer agrees not to conduct business with KneeBinding Products outside the United States or Canada at any time or in any manner. These restrictions include, but are not limited to: a. the sale of any KneeBinding Product outside the United States or Canada b. the delivery or shipment of any KneeBinding Product outside the United States or Canada c. the marketing or representation of any KneeBinding Products specifically aimed at potential customers outside the United States or Canada (i.e. foreign language, foreign web sites, foreign publications, etc.) 5. General Obligations of Authorized Dealer. Authorized Dealer engaged in the activity of selling KneeBinding Products shall maintain at all times during the ski sales season (August through March) a complete and representative display of the current Products. Authorized Dealer shall display the Products in attractive surroundings and in a manner to maximize sales. Authorized Dealer shall maintain a reasonable inventory of the Products during the term of this Agreement and shall maintain and update, as required, the equipment and knowledge required to provide proper selection, service and use of the Products. Unless otherwise permitted in writing by an authorized officer of KneeBinding, Authorized Dealer shall sell the Products only to purchasers who are consumers or other end users of the Products. Authorized Dealer shall comply with all applicable laws and shall deliver all products to the consumer with all packaging, labels, warnings, tags, instructions and other documents that are provided by KneeBinding for distribution with the products. Authorized Dealer shall cooperate with KneeBinding and participate in all programs that KneeBinding may announce from time to time with respect to the Products, including those relating to product upgrades, recalls and consumer safety. Authorized Dealer is an independent contractor and shall at all times be deemed a nonexclusive retailer of the Products and, as such, shall not be an agent, employee or representative of KneeBinding. 6. Marketing. Authorized Dealer acknowledges and agrees that image, technology, quality and service are of paramount importance to the sales and continued success of the Products. Authorized Dealer acknowledges and agrees that the Products can be properly sold and supported only through direct contact with the consumer which involves a high level of personal service provided by the Authorized Dealer and that selling or marketing the Products by other means is likely to damage the image of KneeBinding and of the Products. In order to ensure that quality in sales, service and image are maintained, Authorized Dealer shall deal with customers only directly and in person, or with respect to Authorized Electronic Locations, by phone, with prospective or actual purchasers of the Products. Authorized Dealer shall not offer for sale or sell the Products through any means that would conflict with its status as an Authorized Dealer. Authorized Dealer acknowledges and agrees that if its operations, facilities, technicians, salespersons, marketing images, advertising, marketing practices, procedures, or methods of dealing with consumers are not satisfactory, adverse effects upon sales and upon the image of KneeBinding and the Products is likely to result. If, in the sole opinion of KneeBinding, Authorized Dealer does not maintain marketing practices that are consistent with KneeBinding s desired image and level of personal service, KneeBinding may, upon five days written notice to Authorized Dealer, halt any further shipment of products to Authorized Dealer and terminate its status as an Authorized Dealer. Authorized Dealer acknowledges that its acceptance of this paragraph is an essential condition of becoming an Authorized Dealer. If Authorized Dealer s status is terminated, Authorized Copyright 2016 KneeBinding, Inc. Page 2 of 5 KADA1617.DOC

Dealer agrees that it shall take no action to contest such termination and that no damages or other redress or remedy shall be available to Authorized Dealer for the loss of its status. 7. Trademarks. Authorized Dealer acknowledges the validity of all trademarks owned or licensed by KneeBinding that are utilized in conjunction with the Products, including but not limited and any marks or terms ascribed by KneeBinding to individual products or their features. Authorized Dealer shall do nothing which might prejudice or adversely affect the validity, value or ownership of those trademarks. Authorized Dealer agrees that any sale, offer to sell or offer to purchase goods bearing the KneeBinding or other KneeBinding owned trademarks which were not distributed by KneeBinding constitutes infringement and unauthorized use of those marks and that it damages the value of those marks. Authorized Dealer shall give prompt written notice to KneeBinding upon learning of any infringement or unauthorized use of KneeBinding trademarks or other intellectual property and shall cooperate with KneeBinding in enforcing its trademark and other intellectual property rights. Upon termination of this Agreement, Authorized Dealer shall discontinue and abandon the use of the name KneeBinding and other marks associated with the Products and shall immediately cease to advertise or represent itself as a KneeBinding Dealer. 8. Sales Training & Materials. KneeBinding agrees to furnish Authorized Dealer with appropriate sales training and materials for the Products. KneeBinding may hold clinics, either in the Authorized Dealer s locale or by electronic means, intended to develop or maintain the expertise of Authorized Dealer s employees with respect to the Products, in which case Authorized Dealer agrees to attend and participate in such clinics. 9. Credit. KneeBinding s obligations under this Agreement are hereby expressly made subject to the complete and continued compliance by Authorized Dealer with all credit terms as set forth by KneeBinding. Authorized Dealer authorizes KneeBinding to investigate Authorized Dealer s credit information and to obtain reports regarding Authorized Dealer s credit history and credit worthiness. The following credit terms and conditions shall apply to any transaction between KneeBinding and Authorized Dealer and shall in all cases supersede any terms stated in purchase orders or other documents generated by Authorized Dealer, even if they are generated or transmitted after the date of this Agreement. All invoices from KneeBinding shall be paid in strict accordance with their terms. If any amounts are not paid when due, all amounts owed shall, at the option of KneeBinding, become immediately due and payable along with a late charge, which shall accrue at a rate of two (2%) per month or part thereof, or the maximum rate allowed by law, whichever is less, commencing from the date such payment is due. Any amount not paid when due will lose any prompt payment discount that is offered by KneeBinding. Authorized Dealer agrees to pay all costs of collection, including reasonable attorney s fees incurred by KneeBinding, as a result of the failure of the Authorized Dealer to make payments to KneeBinding when due. KneeBinding has the right to obtain, and Authorized Dealer shall execute upon request, sufficient security agreements and financing statements on inventory and equipment of Authorized Dealer in order to protect KneeBinding s interests. All amounts payable at any time to KneeBinding by Authorized Dealer shall, at the option of KneeBinding and upon written notification to Authorized Dealer, become immediately due and payable in the event of: insolvency or assignment for the benefit of creditors by Authorized Dealer; any statement or representation made to KneeBinding by Authorized Dealer pertinent to its financial condition which is determined by KneeBinding to be false or misleading; or any failure to pay any invoice by the stated due date. 10. Limited Warranty on Products. KneeBinding may offer limited warranties of various types on the Products, or components thereof, which are stated separately and which may be changed from time to time. Authorized Dealer acknowledges that warranty programs are an integral part of the overall marketing efforts for the Products, and Authorized Dealer shall implement and support all current policies and programs of KneeBinding with respect to warranties and customer satisfaction. For specific warranty information, refer to the KneeBinding Limited Warranty. 11. INDEMNIFICATION BY KNEEBINDING. ANY INDEMNITY, DEFENSE, CONTRIBUTION OR RELATED RIGHTS OR OBLIGATIONS REGARDING KNEEBINDING SKI BINDINGS, SKI/BOOT/BINDING SYSTEMS, KNEEBINDING S PARTICIPATION IN A SKI/BOOT/BINDING SYSTEM, AND ANY AND ALL COMPONENT PARTS OR COLLECTIVE ASSEMBLIES ARE STATED IN THE KNEEBINDING INDEMNITY AGREEMENT, WHICH IS A SEPARATE DOCUMENT THAT MUST BE RENEWED BY A KNEEBINDING AUTHORIZED DEALER ANNUALLY. AUTHORIZED DEALER S FAILURE TO EXECUTE OR COMPLY STRICTLY WITH ALL TERMS OF THE KNEEBINDING SKI BINDINGS INDEMNITY AGREEMENT WILL CONSTITUTE A COMPLETE WAIVER AND RELEASE OF ANY RIGHT TO CONTRIBUTION, DEFENSE, INDEMNITY, OR OTHER REMEDIES FROM KNEEBINDING OR FROM ANY RELATED ENTITY WHICH RELATE IN WHOLE OR PART TO SKI Copyright 2016 KneeBinding, Inc. Page 3 of 5 KADA1617.DOC

BINDINGS OR THEIR COMPONENT PARTS, ANY ASSOCIATED TRAINING OR INSTRUCTIONS, OR ANY ALLEGED DEFECT OR ISSUE INVOLVING THE CONDITION OR PERFORMANCE OF A KNEEBINDING PRODUCT ALONE OR AS PART OF A SKI/BOOT/BINDING SYSTEM. 12. Indemnification by Authorized Dealer. Authorized Dealer shall defend, indemnify and hold harmless KneeBinding, its employees, officers, agents and any affiliated companies, from any and all claims, liabilities and obligations, including attorney s fees, resulting from Authorized Dealer s negligence, misrepresentation or breach of any obligations or conditions of this Agreement. 13. Termination. Either party may terminate this Agreement, with or without cause, at any time on 30 days written notice to the other party; provided, however, KneeBinding may terminate this Agreement immediately upon Authorized Dealer s breach of any representation, warranty or provision of this Agreement. Neither party shall be under any obligation to extend, negotiate for or enter into any new agreement after termination, and neither party shall have any obligation or liability to the other by reason of any failure or refusal to renew or extend the operation of this Agreement or to enter into or negotiate for any new agreement or extension. 14. Assignment. This Agreement shall be binding upon the parties hereto, their agents, employees, successors and assigns, but any and all rights or benefits conferred upon Authorized Dealer hereunder are personal and may not be assigned or transferred, in whole or in part, directly or indirectly or otherwise, without the prior written consent of an authorized officer of KneeBinding. Any unauthorized transfer or attempt to transfer this Agreement or any right or benefit conferred upon Authorized Dealer under this Agreement shall automatically void KneeBinding s obligations under this Agreement in their entirety, as well as any obligations that KneeBinding otherwise may owe at law or in equity to Authorized Dealer or its assignee. 15. Integrated Agreement, Sole Remedy. This Agreement, together with KneeBinding s invoices, shipping and sales documents, the KneeBinding Ski Bindings Indemnity Agreement, if applicable, and the KneeBinding Minimum Advertised Price Policy constitute the sole and complete agreement of the parties and supersede any prior agreements and any representations, written or oral, on the subject of this Agreement. This Agreement also supersedes any agreement or obligation which may be stated or referenced in Authorized Dealer s purchase orders and any other documents which predate or postdate this Agreement unless such terms are specifically agreed to in writing signed by an authorized officer of KneeBinding. The remedies and benefits of this Agreement supersede any which otherwise may be available to Authorized Dealer at law or in equity. 16. Severability, Modification and Interpretation. If any part of this Agreement is deemed invalid or unenforceable, the remainder shall be given full force and effect. Past practice and course of dealings between the parties shall not be used to amend the terms of this Agreement. Neither the failure of either party to require the performance of any terms of this Agreement nor the waiver by either party of any breach shall prevent a subsequent enforcement of such terms or be deemed a waiver of any other breach. This Agreement may not be modified except in a writing signed by an authorized officer of KneeBinding. Sales and technical representatives are not authorized to modify or interpret this Agreement or to speak on behalf of KneeBinding regarding legal claims or indemnity. 17. Binding Arbitration, Governing Law. This Agreement and all disputes, controversies, claims, rights, obligations and remedies relating to this Agreement shall be resolved by binding arbitration to be administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator shall be any single arbitrator upon whom the parties may agree, or if they cannot agree upon an arbitrator, an arbitrator shall be selected by the American Arbitration Association under its Commercial Arbitration Rules. Unless the parties agree otherwise, any arbitration proceeding shall be conducted in the English language in Lamoille County, Vermont. The arbitrator shall make a reasoned award in writing that is consistent with the terms of this Agreement and which follows the substantive law of the State of Vermont, irrespective of any rules on conflicts of laws. The arbitrator will have the broadest possible authority as provided in this Agreement, but in no event may the arbitrator enter an award or order that is inconsistent with the terms of this Agreement, order a change to any term of this Agreement, or order that the parties remain in a business relationship against the wishes of either or both parties. Any action or proceeding to enforce, interpret or seek any remedy under or related to this Agreement shall be commenced no later than one year following actual or constructive notice of the breach, violation or other act which gives rises to the action or proceeding, and the arbitrator shall summarily reject any claim that is not based upon a timely-filed demand for arbitration in accordance with this provision. To the extent that any claim or dispute relating to or arising from this Agreement is deemed not to be arbitrable, it shall be adjudicated in a court of competent jurisdiction in Lamoille Copyright 2016 KneeBinding, Inc. Page 4 of 5 KADA1617.DOC

County, Vermont. All objections to personal jurisdiction, service of process, venue and the convenience of such forum are hereby waived. Authorized Dealer Status and Authority. Authorized Dealer and the person executing this Agreement on its behalf represent and warrant to KneeBinding that the Authorized Dealer s execution, delivery and performance of this Agreement have been duly authorized by all requisite action on the part of said entity. Corporation Partnership Sole proprietorship Limited liability company. Execution of Agreement. This Agreement may be executed over the Internet or by other electronic or digital means, by hand or by fax or otherwise in a single document or in counterparts, but it shall not become effective until accepted through execution by an authorized representative of KneeBinding. KNEEBINDING Signature: Name & Title: Date: AUTHORIZED RETAILER / SERVICE CENTER Signature: Name & Title: Date: Authorized Dealer Account Number: KneeBinding, Inc. (802) 760-3026 www.kneebinding.com Copyright 2016 KneeBinding, Inc. Page 5 of 5 KADA1617.DOC