ex104.htm


    Exhibit
      10.4

    

      
        	
                Effective
                  Date of this Agreement:

                
                

              	
                [Date]

                
                

              
	 	 
	
                This
                  Agreement is by and between

                
                

              	
                Universal
                  Tracking Solutions

                
                

              
	
                Located
                  at

                
                

              	
                3317
                  S Higley Rd. Suite 114-475

                
                

              
	 	
                Gilbert,
                  AZ 85297

                
                

              
	 	 
	
                AND

                
                

              	
                [Distributor]

                
                

              


      

    

     

     

    Purpose
      of this
      Agreement

    [Universal
      Tracking Solutions]
      and [Distributor] agree
      that [Distributor] will
      act as an authorized reseller for [Universal Tracking Solutions]
      developed Products according to the following terms and conditions:

     

    1.         
      Appointment &
Territory

    


    [Universal
      Tracking Solutions]
      appoints [Distributor]
as an authorized,
      reseller in the U.S. for [Universal Tracking Solutions]
      Products listed in Exhibit A during the term of this Agreement.

    


    2.         
      Price &
Terms

    


    2.1         
      [Distributor] will
      purchase [Universal Tracking
      Solutions] Products at the prices, terms and conditions defined in
      Exhibit B, which prices [Universal Tracking Solutions]
      may change at any time upon written notice to [Distributor] .  In
      the event of a price
      increase,           may
      cancel any unshipped or shipped orders by notice of [Universal Tracking Solutions]
      within ten (10) Days) of receipt of notice of the price increase.

    


    2.2         
      In the event of a price decrease, [Universal Tracking Solutions]
      will credit [Distributor]  for all unsold Products shipped to [Distributor] within thirty
      (30) Days prior to such price decrease, by crediting [Distributor] with the amount
      equal to the difference between the price at which such Products were sold
      to
[Distributor] . [Distributor]
will
      supply
      [Universal Tracking
      Solutions] with documentation confirming the quantity of unsold Products
      and the prices paid for the same and provided that [Universal Tracking Solutions]
      will have the right to audit during normal business hours the accuracy of such
      documentation.  Orders received by [Universal Tracking Solutions]
      after the effective date of a price change will be billed at the new
      price.


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    


    2.3         
      All [Distributor] orders
      will require payment of COD by check, money order, or credit card unless special
      credit arrangements have been agreed and approved by [Universal Tracking
      Solutions].  Invoices not paid within this period will incur a
      service charge equal to the highest rate permitted by law per month on any
      outstanding overdue balance.

    


    2.4         
      Notwithstanding any other terms or provisions of this Agreement, should [Distributor] default in
      payment of the purchase price when due, or fail to comply with any provisions
      of
      this Agreement, [Universal
      Tracking Solutions] may cancel the sale of such Products or enforce the
      terms of such sale, and may remove or repossess such inventory on ten (10)
      Days
      prior written notice and take such other action as it may deem necessary to
      protect its interest, it being understood that the remedies contained in this
      section are cumulative and in addition to all other rights and remedies of
      [Universal Tracking
      Solutions].

    


    3.         
      Shipments, Cancellations &
Changes

    


    3.1         
      [Distributor] may
      request shipment up to Ten (10) Days after order date.  The Shipments
      are subject to availability.  [Universal Tracking Solutions]
      reserves the right to schedule and reschedule any order, in [Universal Tracking
      Solutions]'s discretion, and to decline any order for credit reasons or
      because the order specifies an unreasonably large quantity or makes an
      unreasonable shipment request.

    


    3.2         
      [Distributor] may cancel
      a shipment or request changes in a scheduled shipment date at no charge up
      to 5
      (five) working days before scheduled shipment.  Cancellation or
      changes prior to shipment will be subject to a charge of 5% (five percent)
      of
      the shipment price.  No cancellation or change may be made after
      shipment.  [Universal
      Tracking Solutions] will use reasonable efforts to meet any scheduled
      shipment date.  However, [Universal Tracking Solutions]
      will not be liable for delay in meeting a scheduled shipment date for any
      reason.  If [Universal Tracking Solutions]
      Products are in short supply, [Universal Tracking Solutions]
      will allocate them equitably, in [Universal Tracking
      Solutions]'s discretion, among [Distributor]  and
      all other resale channels.  [Universal Tracking Solutions]
      is prepared to drop-ship [Universal Tracking Solutions]
      Products ([Distributor]
initiated orders)
      to customers directly upon receipt of a properly
      executed Customer Purchase Order, or upon receipt of a written [Distributor] Order
      (identifying the customer details).

     

    All
      other
[Distributor] approved
      orders will be shipped directly to [Distributor] distribution
      facilities listed on Exhibit C and only after receipt of a written order from
      [Distributor]
.

     

    *         Title
      to [Universal Tracking
      Solutions] Products and risk of loss and damage will pass to [Distributor] F.O.B. shipping
      point upon delivery to a common carrier.

    *         [Universal
      Tracking Solutions]
      retains the right to fulfill orders received from customers
      directly.

    *         [Distributor]
prices
      do not
      include transportation cost.

    *         [Distributor]
prices
      do not
      include State and Local taxes.  [Distributor]  will
      pay these taxes unless [Distributor] has given [Universal
      Tracking Solutions]
      the appropriate resale exemption certificates.

    


    4.         
      Warranty & Limitations of
      Remedies

    


    4.1         
      [Distributor] and [Universal
      Tracking Solutions]
      agree that the procedure provided below for return and repair or replacement
      of
      defective Products will be [Distributor] exclusive remedy
      for any claim relating to any alleged defect or nonconformity in [Universal TrackingSolutions]
      Products.  If [Distributor] finds that any
Universal
      Tracking
      Solutions Product sold to [Distributor] by [Universal
      Tracking Solutions]
      is defective within ninety (90) days after its shipment to [Distributor]  and
      prior to its sale by [Distributor] , [Distributor]
will
      contact
      [Universal Tracking
      Solutions] regarding its repair or replacement.  [Distributor] will not ship
      (return) any Product to [Universal Tracking Solutions]
      without a "Return Authorization Number" that can be obtained by calling the
      [Universal Tracking
      Solutions] Customer Service department.  Approval for return or
      replacement will be based solely on whether the Product is in fact defective
      and
      will not be unreasonably withheld.  [Universal Tracking Solutions]
      will be entitled to determine its discretion whether to replace rather than
      repair the Product.  [Universal Tracking Solutions]
      does not warrant the performance of the Product, as more fully defined in a
      written limited warranty included with each Product, the terms of which [Universal Tracking Solutions]
      may change from time to time.  This warranty is the only warranty
      covering any [Universal
      Tracking Solutions] Product sold under this Agreement.


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    4.2         
      No Other Warranty is Expressed or Implied

    


    [Universal
      Tracking Solutions]
      specifically disclaims the implied warranties of merchantability and fitness
      for
      a particular purpose.  The remedies provided in this Agreement,
      including the procedure for return of defective goods, are [Distributor] sole and
      exclusive remedies.  [Universal Tracking Solutions]
      will not be liable for any direct, indirect, special, incidental or
      consequential damages whether based on contract, tort or any other legal
      theory.

    


    5.         
      Relationship

     

    [Distributor]
relationship
      to
      [Universal Tracking
      Solutions] will be that of an independent contractor engaged in
      purchasing [Universal Tracking
      Solutions] Products for resale to [Distributor]
customers.  [Distributor]  and
      its employees are not agents or legal representatives of [Universal Tracking Solutions]
      for any purpose and have no authority to act for, bind or commit [Universal Tracking Solutions].
[Distributor]
and
      [Universal Tracking Solutions]
      agree that this Agreement does not establish a franchise, joint venture or
      partnership.  Any commitment made by [Distributor] to its customers
      with respect to quantities, delivery, modifications, interfacing capability,
      suitability of Product, or suitability in specific applications will be [Distributor] ’s sole
      responsibility unless prior written approval is obtained from [Universal Tracking
      Solutions].

     

    [Distributor]
has
      no authority
      to modify the warranty contained in Section 5 of this Agreement or to make
      any
      other commitment on behalf of [Universal Tracking Solutions],
      and [Distributor] will
      indemnify [Universal Tracking
      Solutions] from liability for any such modified warranty or other
      commitment by [Distributor]
.  [Distributor]
has
      the right to
      determine its own resale prices, and no [Universal Tracking Solutions]
      representative will require that any particular price be charged by [Distributor] or grant or
      withhold any treatment to [Distributor] based on [Distributor]
pricing
      policies.  [Distributor]  agrees
      that it will promptly report directly to a Universal Tracking Solutions
      officer any effort by [Universal Tracking Solutions]
      personnel to interfere with its pricing policies.

    


    This
      Agreement applies only to [Universal Tracking Solutions]
      Products listed on Exhibit A.  [Distributor] acknowledges
      that [Universal Tracking
      Solutions] may market other Products, including Products in competition
      with those listed on said Exhibit A, without making them available to [Distributor] . [Universal
      Tracking Solutions]
      reserves the right to advertise, promote and sell any Product in competition
      with [Distributor] as
      [Universal Tracking
      Solutions] deems appropriate.


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


    


    6.         
      Sales Promotion &
Support

    


    6.1         
      [Distributor] will use
      its best efforts in good faith to promote, demonstrate and sell [Universal Tracking Solutions]
      Products on a face-to-face basis in an end-user environment so as to create
      the
      largest volume of profitable business for [Universal Tracking Solutions],
      to ensure the highest quality of pre-sale and post-sale support to end-users
      and
      to promote the goodwill, name and interest of [Universal Tracking Solutions]
      and [Universal Tracking
      Solutions] Products.  [Distributor] will train
      and
      maintain an adequate number of employees to properly promote, demonstrate,
      sell
      and provide post-sale support of [Universal Tracking Solutions]
      Products, and to otherwise carry out its obligations under this
      Agreement.  [Distributor] will sell only
      to end-user customers (including government and corporate users as well as
      individual users).

     

      
Only
      with prior written
      and express approval of [Universal Tracking Solutions],
[Distributor]
may
      sell
      [Universal Tracking
      Solutions] Products purchased during the term of this Agreement to other
      resellers that are currently authorized to carry those Universal Tracking Solutions
      Products, as necessary for stock balancing or other purposes.  [Distributor] may not sell
      Products to unauthorized resale outlets. [Distributor] will provide
      [Universal Tracking
      Solutions] with monthly sales reports that will include the number of
      Products sold to end-users for each month, the end-users zip code, date of
      purchase and Product configuration.  [Distributor] will permit
      [Universal Tracking
      Solutions], during normal business hours, to inspect the sales and
      support facilities of [Distributor] and all customer
      records and correspondence relating to the sale and support of [Universal Tracking Solutions]
      Products.]

    


    6.2           
      [Distributor] will
      ensure that a customer is provided with a knowledge of all facilities provided
      by [Universal Tracking
      Solutions] and [Distributor] , including
      but
      not limited to:  [Universal Tracking Solutions]
      Products, HOT LINE telephone numbers, [Universal Tracking Solutions]
      Product Registration Cards, [Universal Tracking Solutions]
      and Approved [Distributor]
training courses,
      [Universal Tracking Solutions]
      Product Warranty information.]

    


    7.         
      Trademark Usage &
Licensing

    


    7.1         
      From time to time, [Universal
      Tracking Solutions] may designate one or more Universal Tracking
      Solutions
      trademarks as available for [Distributor] ’s use, and will
      provide standards for that use, in [Universal Tracking Solutions]
      materials. [Universal Tracking
      Solutions] authorizes [Distributor] to use these
      designated marks.

    


    7.1.1        [Distributor]
will
      use the
      designated marks according with these standards solely in advertising and
      promoting [Universal Tracking
      Solutions] Products, in good taste and in a manner that preserves their
      value and [Universal Tracking
      Solutions]'s rights to them.

    


    7.1.2       
      [Distributor] may not
      use any Universal Tracking
      Solutions trademark or trade name in any way that will imply [Distributor] is an agency
      or
      branch of [Universal Tracking
      Solutions].  [Distributor] will immediately
      change or discontinue any use as requested by [Universal Tracking
      Solutions].

    


    


    7.2          
      Unless prior written consent is granted by [Universal Tracking Solutions],
[Distributor]
will
      not
      copy or modify any materials supplied under this Agreement, except as noted
      in
      Exhibit B.  [Distributor] will not remove
      or omit any copyright notice contained in these materials.


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    


    7.3         
      [Distributor] is granted
      the right to distribute materials supplied by [Universal Tracking Solutions]
      according to the license terms supplied with these materials.  [Distributor] may also use the
      materials for demonstration purposes also according to those license
      terms.

    


    7.3.1        Where
      an end-user Agreement is supplied with the Product, the user must sign the
      Agreement or indicate acceptance by opening the media package in order to obtain
      a license to use it. Use of the Product will be subject to the terms of the
      Agreement.

    


    7.3.2         Where
      the Product is designated as confidential or a trade secret in its license
      terms, [Distributor]
will safeguard the
      Product according to industry standards and applicable
      law, using the same degree of care to prevent unauthorized disclosure as [Distributor]  uses
      with its own trade secrets and those of other suppliers.

    


    8.         
      Amendment and / or
      Termination

     

    [Universal
      Tracking Solutions]
      may, from time to time, give [Distributor] written notice
      of amendments to this Agreement.  Any such amendment will
      automatically become a part of this Agreement on the effective date specified
      in
      the notice unless [Distributor]
objects in writing
      within [ten) working days of the notice
      date.  Each party acknowledges that the other has made no commitments
      regarding duration or renewal of this Agreement beyond those expressly stated
      in
      this Agreement.  Either party may terminate this Agreement with or
      without cause, at any time upon [ninety) days written notice.  If
      [Universal Tracking
      Solutions] determines that [Distributor] is deficient
      in
      meeting responsibilities under this Agreement, [Universal Tracking Solutions]
      may provide written notice of such deficiencies and establish a reasonable
      period of time, not to exceed [sixty) days, in which [Distributor] may remedy such
      deficiencies.  If [Distributor] does not remedy
      the deficiencies, [Universal
      Tracking Solutions] may terminate this Agreement at its
      discretion.

     

    No
      waiver by [Universal Tracking Solutions]
      of any deficiency will constitute a waiver of [Universal Tracking
      Solutions]'s rights to terminate this Agreement for a subsequent
      deficiency.  Upon termination or expiration of this Agreement, [Distributor] will immediately
      cease to be an authorized [Universal Tracking Solutions]
      dealer and will refrain from representing itself as our Dealer and from using
      any [Universal Tracking
      Solutions] trademarks or trade names.  Upon any such
      termination or expiration, at the option of either party, [Universal Tracking Solutions]
      will repurchase any of [Universal Tracking Solutions]
      Products sold to [Distributor]
by [Universal
      Tracking
      Solutions] under this Agreement in their unopened, original packaging and
      marketable as new merchandise.  [Universal Tracking Solutions]
      will pay [Distributor]
[Universal
      Tracking
      Solutions]'s then current [Distributor] price or [Distributor]
original
      purchase price for such Products, whichever is lower.  The indemnities
      provided in this Agreement will survive termination or expiration of this
      Agreement.

    


    9.         
      Confidentiality

    


    [Distributor]
agrees
      to
      maintain confidential and protect in the same manner that [Distributor] protects
      valuable confidential information belonging to [Distributor] any information
      furnished by [Universal
      Tracking Solutions] that is labeled confidential.

    


    10.         
      General
      Considerations

    


    Neither
      party may assign or transfer this Agreement.  Any attempted assignment
      or transfer will be void.  [Distributor] will advise
      [Universal Tracking
      Solutions] of any change in itsownership, control or
      operating arrangements.  Either party's failure to enforce any
      provisions of this Agreement will not be deemed a waiver of that provision
      or of
      the right to enforce it in the future.  [Universal Tracking Solutions]
      standard Terms and Conditions of Sale, may be stated on the reverse of [Universal Tracking Solutions]
      invoice form, and are incorporated in this Agreement.  In the event of
      any inconsistency, the terms of this Agreement will prevail.  This
      Agreement contains the entire and only understanding regarding the Dealer Resale
      relationship between [Universal
      Tracking Solutions] and [Distributor]
.  [Universal
      Tracking Solutions] gives notice of objection to any additional or
      inconsistent terms defined in any purchase order or other document issued by
      [Distributor]
.


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    No
      United States Government procurement
      regulations will be deemed included under this Agreement or binding on either
      party unless specifically accepted in writing and signed by both
      parties.

     

    Neither
      [Universal Tracking Solutions]
      or [Distributor] will be
      liable for its failure to perform under this Agreement due to contingencies
      beyond its reasonable control including, but not limited to, strikes, riots,
      wars, fire, acts of God, or acts in compliance with any law of the United States
      of America or any other government body or agency of it.

    


    11.         
      Legal Fees & Binding
      Arbitration

    


    In
      the
      event of any litigation or other legal proceeding including but not limited
      to
      arbitration or mediation between [Universal Tracking Solutions]
      and [Distributor]
arising from this
      Agreement, the prevailing party will be entitled to
      recover, in addition to any other relief awarded or granted, its reasonable
      costs and expenses (including attorney fees) incurred in the
      proceeding.

    


    11.1           
      Any dispute relating to the interpretation or performance of this Agreement
      will
      be resolved at the request of either party through binding arbitration.
      Arbitration will be conducted in the county of Maricopa in the state of Arizona
      according to the then-existing rules of the American Arbitration Association.
      Judgment upon any award by the arbitrators may be entered by any State or
      Federal Court having jurisdiction. [Universal Tracking Solutions]
      and [Distributor] intend
      that this Agreement to arbitrate be irrevocable.

    


    12.         
      General

    


    12.1           
      All notices, demands or consents required or permitted under this Agreement
      will
      be in writing and will be delivered personally or sent by certified or
      registered mail to the respective parties at the addresses defined on the first
      page of this Agreement, or at such other address as will be given by either
      party to the other in writing.

    


    12.2           
      No waiver, amendment or modification of any provisions of this Agreement will
      be
      effective unless in writing and signed by the party against whom such waiver,
      amendment or modification is sought to be enforced. No failure or delay by
      either party in exercising any right, power or remedy under this Agreement,
      except as specifically provided in this Agreement, will operate as a waiver
      of
      any such right, power or remedy. However, any legal action alleging breach
      of
      this Agreement may not be commenced more than [one] year after the breach
      complained of.

    


    12.3           
      This Agreement will be binding upon and defer to the benefit of the successors
      and permitted assigns of [Universal Tracking Solutions]
      and [Distributor]
.  Except as described
      below, [Universal Tracking Solutions]
      or [Distributor] may not
      assign any of its rights ordelegate any of its obligations
      under this Agreement to any third party without the express written permission
      of the other.  However, [Distributor] understands that
      [Universal Tracking
      Solutions] may assign this Agreement to a partnership or successor
      corporation and approves such transfer in advance.


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    12.4           
      The validity, construction and performance of this Agreement will be governed
      by
      the internal laws of the State of Arizona, without regard to provisions
      regarding conflicts of law.

    


    12.5           
      [Universal Tracking
      Solutions] and [Distributor] understand
      and
      acknowledge that violation of their respective covenants and Agreements may
      cause the other irreparable harm and damage, that may not be recovered at law,
      and each agrees that the others remedies for breach may be in equity by way
      of
      injunctive relief, as well as for damages and any other relief available to
      the
      non-breaching party, whether in law or in equity.

    


    12.6           
      The Captions and section headings used in this Agreement are for convenience
      only and are not a part of this Agreement and will not be used in construing
      it.

    


    12.7           
      If any provisions of this Agreement are held by a court of competent
      jurisdiction to be invalid under any applicable statute or rule of law, they
      are
      to that extent to be deemed omitted and the remaining provisions of this
      Agreement will remain in full force and effect.

    


    12.8           
      This Agreement, including the attached Exhibits, constitutes the entire
      Agreement between [Universal
      Tracking Solutions] and [Distributor] concerning
      this
      transaction, and replaces all previous communications, representations,
      understandings, and Agreements, whether verbal or written between [Universal Tracking Solutions]
      and [Distributor] or any
      official or representative of either of them.

     

    


    


    Understood,
      Agreed & Approved

    We
      have
      carefully reviewed this contract and agree to and accept all of its terms and
      conditions.  We are executing this Agreement as of the Effective Date
      above.

    Universal
      Tracking Solutions,

    


     

    _____________    _____________
      ___________________________

     

    ByBy

     

                               _____________                                       _________

     

    Name                                                              Name

     

                     _______________________________________________

     

    TitleTitle

     


    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


     

    Universal
      Tracking Solutions Products

    


    All
      Universal Tracking Solutions GPS products are covered by this agreement between
      Universal Tracking Solutions.

    


    



    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    


    Exhibit
      B

    


    Prices,
      Terms and Conditions

    


    [Redacted]

    


    



    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    


    Exhibit
      C

    


     

    Reselling
      Distribution Facilities

    


    Units
      will be shipped to the following reseller’s address via FedEx Ground unless
      otherwise specified by [Distributor].

    


    [Distributor]

     

    ___________________

    


     

    


    



    
      
        
        

      

      
        -10-