Exhibit 10.2(e)  











BANDAG, INCORPORATED 






BANDAG DEALER
FRANCHISE AGREEMENT 






		
	Franchisee Business Name:	____________________________________
	
Business Address:	____________________________________
	
Effective Date:	____________________________________

























DO NOT REPRODUCE OR
DISTRIBUTE 














TABLE OF CONTENTS 






	Section
	Page

	 			
	1	BACKGROUND	1 
	
2	FRANCHISE RELATIONSHIP	2 
		2.1.	Bandag Dealership Business
		2.2.	Mutual Commitment
	
3	GRANT AND ACCEPTANCE OF FRANCHISE	2 
		3.1.	Franchise and Territory
		3.2.	Term and Renewal
		3.3.	Initial Fee
		3.4.	Initial Training
		3.5.	Acknowledgments
		3.6.	Acceptance
	
4	FRANCHISE MANAGEMENT, EQUITY, AND SUCCESSION PLANNING	4 
		4.1.	Dealership Management
		4.2.	Business Equity
		4.3.	Succession Planning
	
5	BANDAG SUPPORT SERVICES	5 
		5.1.	Best Efforts
		5.2.	Bandag System Manual(s)
		5.3.	Training
		5.4.	Sales and Technical Support
		5.5.	Bandag Alliance Council
		5.6.	Additional Support
	
6	DEALER PERFORMANCE	6 
		6.1.	Best Efforts
		6.2.	Confidentiality
		6.3.	Conflicts of Interest
		6.4.	Warranties
	
7	DEALERSHIP STANDARDS	8 
		7.1.	Operating Standards
		7.2.	Inspection
		7.3.	Intellectual Property
		7.4.	Trademark Ownership









i 






DO NOT REPRODUCE OR
DISTRIBUTE 















	Section
	Page

	 			
	7	DEALERSHIP STANDARDS (Cont'd)
		7.5.	Trademark Usage
		7.6.	Product Purchase Requirements
		7.7.	Purchase Orders
		7.8.	Security Interest
		7.9.	Payment
		7.10.	Financial Records, Reports and Dealership Records
		7.11.	Indemnification
		7.12.	Insurance
		7.13.	Accounts
	
8	FRANCHISE TRANSFER	11 
		8.1.	Transfer Standards
		8.2.	Other Conditions to Transfer
		8.3.	Dealer Death or Disability
		8.4.	Transfer by Franchisor
	
9	RESOLUTION OF DISPUTES	11 
		9.1.	Notice and Mediation
		9.2.	Arbitration
		9.3.	Injunctive Relief
		9.4.	WAIVER OF JURY TRIAL
		9.5.	LIMITATION OF REMEDIES
	
10	TERMINATION	13 
		10.1.	Grounds
		10.2.	Notice
		10.3.	Consequences
		10.4.	Operation After Termination or Expiration
	
11	MISCELLANEOUS PROVISIONS	16 
		11.1.	Interpretation
		11.2.	Survival
		11.3.	Governing Law
		11.4.	Severability
		11.5.	Notice
		11.6.	Relationships
		11.7.	Review
		11.8.	Responsibility
	
Signatures	18 
	Glossary of Selected Terms	19 
	EXHIBIT A:Area of Opportunity	21 
	EXHIBIT B:Production Facilities	22 
	EXHIBIT C:Exception to Section 6.3 Conflicts of Interest Provision	23 









ii 






DO NOT REPRODUCE OR
DISTRIBUTE 















BANDAG DEALER
FRANCHISE AGREEMENT 



        BANDAG
DEALER FRANCHISE AGREEMENT dated ________________________, (the “Agreement”)   between
BANDAG, INCORPORATED, an Iowa corporation, located at 2905 North Highway           61,
Muscatine, Iowa 52761 (“BANDAG,” “we,” “our,”          or
“us”), and __________________________________________________________ located
          at _______________________________ (“Dealer,” “Franchisee,”          “you,” or
“your”).  




	1.  	BACKGROUND 






Bandag manufactures tread, equipment,
and other materials that our Dealers use in our proprietary process to manufacture
retreaded tires for sale. We also provide proprietary business process consulting related
to the commercial tire business and contract directly with fleet customers who desire
access to Bandag products and services. Bandag identifies customers and invests in
technical, marketing, and sales research for its franchisees. Bandag also advertises
Bandag products and services on behalf of the Bandag Alliance. These are some of the
investments that create demand for Bandag products and services and that foster our
franchisees’ ability to compete with other retreading systems. Our Dealers provide
wheel and tire products and services to commercial customers using one or more lines of
new tires as well as Bandag retreaded tires and related products and services. 



This Agreement establishes and
governs the relationship between us, as franchisor and supplier of proprietary materials,
equipment and services, and you, as a franchised Bandag Dealer. 



To make this Agreement shorter and
easier to understand, the word: 



“Process” means our
proprietary method of retreading commercial vehicle tires using our materials and methods
(certain of which may be the subject of one or more patents); 



“Materials” means Bandag
tread, cushion gum, repair gum, repairs (patches), and certain other proprietary materials
we make or distribute, including certain equipment used in the Process; 



“Products” means retreaded
tires produced using the Materials and the Process; 



“Marks” means all BANDAG
trademarks, service marks and logos; 



“Licensed Marks” means
those Marks you are authorized to use under this Agreement; 



“Bandag Facility” means any
permanent or temporary facility or structure, owned or operated by Bandag or its Dealer,
at which Bandag Products are manufactured, stored, offered for sale, or serviced; 



“PSIP” means Bandag
programs, services, information and products; 



“System” means the Process
and the PSIP, together, as used and offered by Bandag Dealers; 



“Dealer” means a business
or business entity that has established and operates a Bandag Dealership; 



“Dealership” means the
Bandag Dealership you establish and operate under this Agreement; 



“Effective Date” means the
date on which we signed this Agreement. 










1 




DO NOT REPRODUCE OR
DISTRIBUTE 












Certain other terms which are
capitalized in this Agreement are defined in a glossary at the end of the Agreement. 



	2.  	FRANCHISE
RELATIONSHIP 






	 	2.1. 	Bandag
Dealership Business. You wish to establish and operate a Bandag           Dealership,
using the System and the Licensed Marks, in one or more trade areas           defined in
Exhibit A (the “Area of Opportunity” or “AOO”).           You commit
to meet or exceed Performance Expectations as outlined in the           Manual(s),
provide sales and service coverage and manufacturing capability to           support
these efforts, and fulfill all Dealer obligations specified in the           Manual(s).
This may include an obligation to support and service our fleet           customers
according to this Agreement, the terms of any other agreement between           us
relating to a fleet, and the Manual(s). 






	 	2.2. 	Mutual
Commitment. This Agreement imposes responsibilities on both           parties to do
their best to promote and strengthen the Bandag System and brand.           We will
support and assist the Bandag System; you will continue to invest in           your
Dealership and remain committed to the Bandag System; and you and we commit           to
a high degree of mutual cooperation toward Bandag System objectives. Our and
          your respective obligations and responsibilities are also described in the
          Manual(s). 






	3.  	GRANT
AND ACCEPTANCE OF FRANCHISE 






	 	3.1. 	Franchise
and Territory. We grant you a non-exclusive franchise to use           the System and
the Licensed Marks to operate a Dealership, at a location to           which we consent
within the AOO, which (i) sells Products to commercial and           fleet customers in
the AOO (“Sales Facility”), and (ii) if and where           designated in
Exhibit B, uses the System and Materials you purchase from us to           produce
Products which you sell to commercial and fleet customers in the AOO           (“Production
Facility”). Under this Agreement, you may use certain           patents we or our
affiliates or subsidiaries own, and periodically designate           (entirely or by
individual claim) as part of the System, but you may use them           only to use the
System to operate your Dealership under this Agreement, and only           for so long as
this Agreement remains in effect and the designated patent(s)           both remain in
effect and are designated by us as part of the System. 






	 	• 	You
may respond to specific requests from your customers for Bandag products or services at
any location, but outside the AOO to which you are assigned, you may not use the Marks to
identify any facility and we are not obligated to provide Dealer support services. AOOs
are not exclusive territories, may overlap one another, and do not preclude us from
establishing or relocating any Dealership facility in or into an AOO.  




	 	• 	You
may produce Products only at the Production Facility (or Facilities) listed on Exhibit B.  




	 	• 	You
may relocate a Production Facility only with our written consent, to a suitable site
within the AOO that does not in our opinion infringe upon another Bandag business. The
replacement Production Facility must open within 10 days after the prior Production
Facility closes, and must conform to all requirements of this Agreement and to then
current System standards.  














2 




DO NOT REPRODUCE OR
DISTRIBUTE 












	 	• 	You
agree to communicate promptly to us each improvement to the Bandag Process or Bandag
Products that you conceive or develop, and transfer to us, without remuneration, record
ownership of all right, title and interest to the improvement and all associated
intellectual property rights.  




	 	• 	We
will license you to use in your Dealership, any improvements in the System that we choose
to license to the Bandag System, generally.  




	 	• 	We
reserve all rights not expressly granted to you in this Agreement.  






	 	3.2. 	Term
and Renewal. This Agreement is for five years, beginning on the           Effective
Date and expiring at midnight Central Time (U.S. and Canada) on the           fifth
anniversary of the Effective Date. We will send you a letter at least 12           months
before your term expires and again at 8 months before your term expires
          notifying you that your term is expiring and giving you the option to renew the
          franchise and providing you a copy of the standard form of Bandag franchise
          agreement (which may differ from this Agreement) we are then offering new
          franchisees in the state where your principal place of business is located. If
          you notify us in writing not less than six months before the then-current term
          expires that you intend to renew the franchise for a successor term, we will
          grant you a successor franchise, for five years, on the standard form of Bandag
          franchise agreement as described above for the type of Dealership you operate,
          if you satisfy all of the following requirements: 






	 	•	You
or your designated manager(s) achieve and maintain, to our satisfaction, the skills and
capabilities prescribed in the Manual(s);  




	 	• 	You
pay us a successor franchise fee of $1,000.00; 




	 	• 	You
complete renovation and upgrading of your Dealership (including all Production Facilities
and all Sales Facilities) to meet standards prescribed in the Manual(s) at that time; and  




	 	• 	At
least six months before the then-current term expires, you sign a Bandag franchise
agreement for the successor term, to take effect immediately following the expiration of
the then-current term.  






	 	
If
you do not notify us that you wish to obtain a successor franchise six months in advance
of your expiration date, or if you do not qualify for a successor franchise, we may take
any actions we deem appropriate, prior to expiration, to replace your Dealership or you,
as Dealer. 






	 	3.3. 	Initial
Fee. At least 15 days before initial training is scheduled to           begin, you
agree to pay us an initial franchise fee of $2,500.00. The initial           franchise
fee is non-refundable. 






	 	3.4. 	Initial
Training. You agree to complete our initial training program to           our
satisfaction. Each manager of each Production Facility and Sales Facility           you
operate must also successfully complete all required training programs           listed
in the Manual(s) and the UFOC. 






	 	3.5. 	Acknowledgments. 






	 	• 	You
understand that your Dealership includes a combination of all or some sales, service and
manufacturing opportunities, and of the System, that in our opinion best suits the AOO
and the commercial fleet needs therein.  














3 




DO NOT REPRODUCE OR
DISTRIBUTE 












	 	• 	We
may establish, and periodically modify, one or more categories of Dealers, with different
features and benefits based on specified types and levels of Dealer investment and
performance.  




	 	• 	Your
Dealership will use only those elements of the System, produce and sell only those
Products, and be identified by and use only those Marks, which we authorize periodically.  




	 	• 	We
developed the System at considerable expense and investment. Your disclosure or
unauthorized or improper use of all or any part of the System or of our trade secrets or
proprietary or Confidential Information would cause us and other Bandag Dealers
irreparable harm, and you will not engage in such practices.  




	 	• 	Dealer
Performance and Dealership Standards, as prescribed in Sections 6 and 7 of this
Agreement, are vital to the success and integrity of the System and the Bandag Alliance,
and you will conform strictly to these requirements.  




	 	• 	You
will not directly or indirectly sublicense, delegate or transfer any of the rights
licensed by this Agreement, except in accordance with Section 8, and subject to Section
4.3.  




	 	• 	We
and our affiliates and licensees may conduct various business activities including
various tire and retreading businesses. You may be subject to competitive impact from
these and other activities.  




	 	• 	You
understand that other Bandag Dealers operate under forms of agreement which differ
materially from this one and that standards for these Dealerships may vary from those
required of you.  






	 	3.6. 	Acceptance.
You represent that you have fully and truthfully completed           our franchise
application. You accept this Agreement and agree to begin           operating your
Dealership hereunder within 90 days, unless we agree in writing           to an
extension. If you (or your designated manager) fail to complete our           initial
training program to our satisfaction, or to begin operating your           Dealership on
time, you will thereby voluntarily cancel this Agreement. You           agree to operate
your Dealership in accordance with the System, this Agreement,           and the
Manual(s) at all times. 






	4.  	FRANCHISE
MANAGEMENT, EQUITY, AND SUCCESSION PLANNING 






	 	4.1. 	Dealership
Management. You, or your qualified manager, must manage the           day-to-day
operations of your Dealership on a continuous, full-time basis. 






	 	4.2. 	Business
Equity. We recognize that you are an independent business owner           with a
desire to build, protect, and pass on business equity. Although we will           use our
commercially reasonable best efforts to support you in accordance with           this
agreement (see Section 5.1), you are ultimately responsible for your
          performance and for building equity in your Dealership business. 











4 




DO NOT REPRODUCE OR
DISTRIBUTE 












	 	4.3. 	Succession
Planning. We believe that continuity of Dealer management and           preservation
of Dealer equity from one generation to the next benefits           individual Dealers
and the Bandag Alliance. Therefore, subject to a succession           plan that you
develop conforming to the guidelines prescribed in the Manual(s),           and which we
approve in advance, we will waive the other transfer provisions in           Section 8 of
this Agreement to allow you to carry out that plan. If you deviate           from a
succession plan we approved, we may reinstate all of the transfer           requirements
in Section 8. 






	5. 	   BANDAG
SUPPORT SERVICES 






	 	5.1. 	Best
Efforts. We will use our commercially reasonable best efforts to           keep the
Process up-to-date and competitive, to support the System in           cooperation with
Dealers through research, marketing, advanced training,           communication and
participation in the Bandag Alliance Council (see Section           5.5), and to act
fairly in our dealings with our Dealers. We will use our           commercially
reasonable best efforts to: 






	 	•	Develop
and deliver quality equipment, information, products, programs, and services that support
Dealers in promoting and increasing sales of PSIP;  




	 	•	Provide
Dealers with opportunities for growth and development through the Dealer Development
Process described in the Manual(s);  




	 	•	Provide
personnel as we deem appropriate to support Dealer sales, service, and manufacturing
efforts;  




	 	•	Protect
and enhance the value of the Bandag system, generally; and 




	 	•	Maintain
the value and integrity of the System for the benefit of Bandag Dealers, Bandag
customers, and Bandag.  






	 	5.2. 	Bandag
System Manual(s). We will supply you with one copy of our                proprietary
and confidential Manual(s) for your Dealership. We may change the                contents
of the Manual(s) periodically, including adding or deleting material.                It
is your responsibility to place all updates in the Manual(s) provided.
               Manual(s) may differ for different categories of Bandag Dealers. 






	 	5.3. 	Training.
We will develop and deliver quality training to support Dealers                in using
Bandag equipment, and PSIP. 






	 	•	We
will provide training at the Bandag Incorporated Learning Center, or at your Dealership
or another location we designate.  




	 	•	At
your request, we may provide optional supplemental training for you and/or your key
personnel at a mutually convenient time and location.  





	 	•	We
may, at our reasonable discretion, require periodic retraining of you and any of your
managers.  




	 	•	We
may charge you a reasonable fee for training. 















5 




DO NOT REPRODUCE OR
DISTRIBUTE 













	 	5.4. 	Sales
and Technical Support. We will use our commercially reasonable best
               efforts to hire capable sales and technical support personnel, set
appropriate                performance expectations, and provide them with training and
necessary resources                and tools, so they can assist and support Bandag
Dealers. We will advise you on                the management of your Dealership,
including the proper display of the Marks;                procurement, maintenance, and
operation of equipment; Product production;                customer service; advertising,
sales and local marketing; and cost control                techniques. 






	 	5.5. 	Bandag
Alliance Council. We have established and work with the Bandag
               Alliance Council, comprised of representatives of Bandag and selected
               representatives of Bandag Dealers in the United States and Canada. The
Bandag                Alliance Council, whose members change periodically according to
its By-laws,                advises us on issues affecting the Bandag business and the
network of Dealers in                the United States and Canada, and assists in
developing strategies and tactics                for the success of the Bandag System.
The Bandag Alliance Council serves as a                forum for sharing and acting upon
concerns of the Bandag Alliance. The operating                guidelines of the Bandag
Alliance Council are described in the Manual(s). 






	 	5.6. 	Additional
Support. We may make available to you any additional services,
               facilities, rights and privileges relating to the operation of your
Dealership                which we make available periodically to Dealers in the type of
Dealership you                currently operate. 






	6.  	DEALER
PERFORMANCE. 






	 	
In
addition to your obligations prescribed in the Manual(s), you agree to the following:  






	 	6.1. 	Best
Efforts. You will use your best efforts to support and promote the
               System, be the best tire support service provider and maximize Bandag
market                share in the AOO, reinvest appropriately in your Dealership, meet
the tire needs                of Bandag customers in the AOO, and hire, train, develop
and reward the best                possible employees in your Dealership. You will use
your best efforts to: 






	 	•	Promote
and increase the sales of PSIP in the AOO; 





	 	•	Achieve
and maintain strategic, operational, and financial health through active participation in
the Dealer Development Process as defined in this Agreement and described in the
Manual(s); and  





	 	•	Protect
and enhance the value of your Bandag Dealership, and conduct the business at your
Dealership such that you enhance (and in no way adversely affect) the reputation and
goodwill of Bandag, the Marks, the System, the Bandag System and members of the Bandag
Alliance.  






	 	
Notwithstanding
your obligations under this Section 6.1, you will be permitted to:  














6 




DO NOT REPRODUCE OR
DISTRIBUTE 












	 	•	Perform
certain services on competitive retread products for national fleet accounts (that is,
accounts for whom the terms and conditions of supply agreements are negotiated between a
competitive retread manufacturer and/or new tire manufacturer and the end user) outside
the Dealership. Such services shall be performed only at fleet accounts’ terminals,
shared fleet terminals, truck stops, trucking service centers and/or similar types of
trucking servicing locations and the competitive retread products must be delivered to
those locations by the competitive retread manufacturer, the competitive retread
manufacturer’s franchisees or its agents. Such services shall include mounting and
dismounting products, removal/installation of tire wheel assemblies, balancing, air
pressure maintenance, rotation, and fleet inspections. However, fleet terminals or other
sites as referenced above may not be created to undermine the intent of this section;  






	 	•	Perform
certain services on competitive retread products for national fleet accounts at or
outside the Dealership, which services shall include (1) repairs that do not require the
tire to go through the retread process; (2) emergency road service; (3) wheel
refurbishing/ inspection; and (4) vehicle alignment; and  






	 	•	Bill
for any of the above services on competitive retread products directly to the fleet or
through any of the competitive retread manufacturer’s then-current national accounts
program.  






	 	6.2. 	Confidentiality.
During and after the term of this Agreement, neither you           nor your employees or
agents shall disclose to a third party or the public or           use, except to operate
the Dealership, any Confidential Information or           proprietary information, or
trade secret, which we own or disclose to you, or           which relates to the System,
the Products or Bandag’s business. This           includes the entire contents of
the Manual(s) and the Agreement. You shall           inform your employees and anyone
permitted access to Confidential Information of           their obligations under this
Agreement, and shall take such steps as may be           reasonable under the
circumstances to prevent any unauthorized disclosure,           copying or use of
Confidential Information. 






	 	6.3. 	Conflicts
of Interest. Consistent with the terms of Section 6.1, during           the term of
this Agreement, you will not directly or indirectly sell, produce or           deliver
retread products that compete with the Bandag System or with the           Process, with
the exception of those described in Exhibit C. You will not have           any interest
in the production or sale of retread products by or to any form of           tire
retreading business that competes with Bandag or with the Process, with the
          exception of those described in Exhibit C. This restriction applies everywhere
          in the United States, Mexico and Canada. You waive any restrictions on our
          ability to hold you to these obligations. You agree not to contest our
          enforcement of this Section 6.3 






	 	
You
agree that your compliance with this Section 6.3 will not prevent you from earning a
living in other pursuits for which you are qualified, including other aspects of the
commercial tire business. You further agree that the covenants contained in this Section
6.3 are reasonable and benefit you and other Bandag Dealers and the Bandag System, as
well as us, and you understand that your agreement to these covenants is an important
consideration for our entering into this Agreement. 














7 




DO NOT REPRODUCE OR
DISTRIBUTE 












	 	
It
is your responsibility to demonstrate your compliance with this Section 6.3. This Section
6.3 also applies to guarantors of this Agreement, your spouse and children who are
stakeholders in your Dealership, and if Dealer is a corporation or other entity, your
officers, directors, LLC governors, employees, partners, and each controlling person or
owner. For purposes of this Section, “controlling person” means a person or
entity who owns 5% or more of the stock, assets or shares of the corporation or other
entity. 






	 	6.4. 	Warranties.
WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE           MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OF (i) MATERIALS OR           EQUIPMENT WE SUPPLY, OR (ii)
PRODUCTS YOU MAKE AND FURNISH TO CUSTOMERS. The           only warranty we make on
Materials or Bandag equipment is expressed in our           written warranty policy in
the Manual(s) and in descriptions on shipping           containers and labels. Our only
warranty on Products is expressed in written           warranties we negotiate with
customers. You are not authorized to, and you shall           not, create or offer any
warranty, express or implied, in our name or which           obligates us to a customer
with respect to any goods or services. WE DISCLAIM           LIABILITY FOR INCIDENTAL AND
CONSEQUENTIAL LOSSES AND DAMAGES. YOUR SOLE REMEDY           FOR BREACH OF ANY WARRANTY,
EXPRESS OR IMPLIED, IS REPLACEMENT OR REFUND OF THE           PRICE PAID PLUS SHIPPING.
YOU AGREE THAT OUR PRICES ARE BASED ON THIS           LIMITATION. 






	 	
You
agree to participate in the Bandag Dealer National Warranty Program and in other
applicable warranty programs, described in detail in the Manual(s). 






	7.  	DEALERSHIP
STANDARDS 






	 	7.1. 	Operating
Standards. You agree to operate your Dealership continuously in           strict
accordance with the Manual(s) and satisfy all “Minimum Requirements           of
Bandag Dealers” described therein. In performing the Process, you will           use
only equipment, Materials and repair materials that we designate by brand or           by
specification. All products produced by your Dealership must meet
          specifications as outlined in the Manual(s). You agree to: 






	 	•	Comply
within a reasonable time with changes we make in the Manual(s), System and standards even
if additional investment or expenditures are required;  




	 	•	Equip
and furnish your Dealership strictly in accordance with System requirements set forth in
the Manual(s);  




	 	•	Maintain
the Dealership and all equipment used in the Process in proper operating condition as
depicted in the Product Specifications and Manufacturing Requirements prescribed in the
Manual(s) and/or equipment manuals, and in accordance with all applicable laws,
regulations, codes;  




	 	•	Not
dispose of Bandag equipment or Materials in any way other than as prescribed in the
Manual(s); 




	 	•	Not
manufacture retreaded tires for use on aircraft; 




	 	•	Not
use the Process or Materials, either directly or indirectly, to produce off-the-road
tires with a finished retread diameter greater than 53.5 inches; and  




	 	•	Not
use the Licensed Marks, either directly or indirectly, in connection with the sale of any
off-the-road tires with a finished retread diameter greater than 53.5 inches that you
might otherwise produce.  














8 




DO NOT REPRODUCE OR
DISTRIBUTE 












	 	7.2. 	Inspection.
Your entire Dealership premises (including Production                Facilities and Sales
Facilities) and all machinery, Products, Materials, and                inventory items
associated with or used in the System, shall be open to us for                inspection
and sampling without notice during the business day. 






	 	7.3. 	Intellectual
Property. You acknowledge that Bandag has valuable                Intellectual
Property rights associated with the Process, Products, System and
               documentation and that such Intellectual Property rights shall remain at
all                times the sole property of Bandag. Any employees, agents, or
representatives of                your Dealership, who should have access to the Process,
Products, System and                documentation hereby assign to Bandag any and all
rights to any intellectual                property developed or suggested based upon such
access. 






	 	7.4. 	Trademark
Ownership. Bandag has valuable property rights in the Marks and                the
Marks designate to customers the origin of Bandag PSIP. You have no right,
               ownership or other interest in or to any of the Marks except the
non-exclusive                license to use them in strict conformity with this
Agreement. You may not use                the Marks as part of your corporate or business
name without our permission.                Your use of the Marks inures solely to our
benefit. We, (or our affiliates) own                all goodwill now or hereafter
associated with each of the Marks we                (respectively) own. You will not
contest our rights or registration of the Marks                or do anything likely to
impair the goodwill associated with the Marks. 






	 	7.5. 	Trademark
Usage. You agree to reproduce and use the Licensed Marks only                in the
precise manner, colors, forms, and media we prescribe, and only in
               association with goods and services we authorize. You must conform to our
               Bandag® Logo and Trademark Usage Requirements and Policy, as described
               periodically in the Manual(s). 






	 	7.6. 	Product
Purchase Requirements. If certain tire retreading equipment or
               machinery is a specific requirement for use in the Process, as specified
in the                Manual(s) for the Dealership, then you agree to purchase or lease
it from us. We                will sell to you, and you agree to purchase from us, your
entire requirements of                Materials for use in the Process. Prices are
subject to change. All other                supplies, equipment, inventory and fixtures
purchased for use in the Process                must comply with requirements prescribed
periodically in the Manual(s). 






	 	7.7. 	Purchase
Orders. You agree to use our forms and follow our procedures
               prescribed periodically in the Manual(s) to order Materials (including
               equipment) from us. This Agreement governs any inconsistency with any
purchase                order, acceptance or confirmation, act, practice or course of
dealing. 






	 	7.8. 	Security
Interest. You agree to execute and deliver to us our                then-current
standard form(s) of security agreement to secure all of your                obligations
to us. Any other person or entity who owns equipment used in the                Process
must execute and deliver a similar security agreement to secure your and
               their respective obligations to us. We may enter into other agreements
with your                bank or other lending institutions to secure our rights and
options under this                agreement. 














9 




DO NOT REPRODUCE OR
DISTRIBUTE 












	 	7.9. 	Payment.
You agree to pay in full for all goods and services you buy from us                within
the time period and on the basis we prescribe in the Terms and Conditions
               of Sales as set forth in the Manual(s). We may establish and modify credit
               availability, credit availability limits and credit or other payment terms
for                your Dealership at any time without notice. We may charge interest on
any                amounts you owe us (except interest on unpaid amounts due) that are
not paid                when due, from the date due until paid, at the highest contract
rate of interest                allowed by the law of the state where the Dealership is
located, or at the rate                of 18% in those states where no such limit is
specified. You must also pay                costs, including reasonable attorneys’ fees,
we incur in collecting past                due amounts from you. 






	 	7.10. 	Financial
Records, Reports and Dealership Records. You agree to keep, and                make
available upon request, financial statements, reports, books and any
               records concerning the Dealership, including forms or in media prescribed
from                time to time in the Manual(s). You will allow us, or our
representative, to                inspect, copy and audit such records without notice at
the Dealership during the                business day. You will install and use such
electronic or other data storage,                retrieval and transmission hardware and
software as we periodically designate to                serve the needs of specific
customers. We will treat your confidential                information as confidential,
but we may use it in compiling reports, analyses                and disclosures provided
that the aggregations we use do not reveal your                individual data. 






	 	7.11. 	Indemnification.
You must report to us immediately any claim involving                the Dealership or
Products. You will defend, indemnify and hold harmless Bandag,                its
affiliates and their respective officers, agents, and employees from all
               suits, claims, demands, liabilities and costs, including attorneys’ fees,
               in tort, contract, or otherwise, arising out of or in connection with your
               operation of the Dealership, except to the extent directly caused by our
               negligence. You waive andrelease all claims against us, our
affiliates,                and their respective officers, agents, and employees for
damages to property or                injuries to persons arising out of or in connection
with the operation of the                Dealership, except to the extent directly caused
by our negligence. 






	 	7.12. 	Insurance.
You agree to maintain (i) insurance coverage required by law,                (ii)
commercial general liability insurance including products liability,
               completed operations, contractual liability, and (iii) motor vehicle
liability                insurance. The required limits for commercial general liability
and motor                vehicle liability shall each be a minimum of $2,000,000.00
combined single-limit                coverage for bodily injury and property damage, or
such higher limit as we may                set periodically. Insurance shall be with
insurers and on forms acceptable to                us, shall name us as an additional
insured, and waive subrogation. You will give                us a certificate of current
insurance coverage upon execution of this agreement,                and annually
thereafter. You will reimburse us promptly if we buy such insurance
               because you fail to do so. 






	 	7.13. 	Accounts.
We may credit or debit your account(s) with us, or any of our                affiliates,
to effect adjustments for warranty service, offsets, collection or
               adjustment of delinquencies or errors, or other reconciliations. We will
give                you periodic statements of account and, upon request, document any
credits,                debits or offsets we make. 














10 




DO NOT REPRODUCE OR
DISTRIBUTE 












	8.  	FRANCHISE
TRANSFER. 






	 	8.1. 	Transfer
Standards. Subject to Section 4.3, you will not change or allow                a
change in five percent (5%) or more of the ownership or control of (i) this
               Agreement, (ii) the Dealership, (iii) the assets of the Dealership or,
(iv) the                business entity that owns or controls the Dealership (a “transfer”),
               without our consent. 






	 	8.2. 	Other
Conditions to Transfer. Subject to Section 4.3, you must apply for                our
consent by submitting notice of the pending transfer, with a complete
               application, signed by you and by the proposed transferee, at least 60
days                before the proposed transfer date. We may withhold consent unless (i)
you pay                all amounts you owe to us or our affiliates or to your suppliers;
(ii) you (or                the transferee) repair or upgrade the Dealership’s
facility, fixtures,                equipment and signage to then current System
standards; (iii) you pay us a                transfer fee of $1,500.00; and (iv) the
transferee (and manager(s)) successfully                meet our qualification
requirements and the requirements for training as                specified in the
Manual(s). 






	 	8.3. 	Dealer
Death or Disability. Your death, disability or incapacity (or that                of
a principal officer, director or partner of a Dealer that is an entity) is
               also a “transfer”. Your executor, heir or legal representative
(or the                corporation or partnership if an entity) must apply within 60 days
of the death                or incapacity for our consent to transfer this Agreement and,
subject to Section                4 of this Agreement, satisfy the other conditions of
this Section 8. 






	 	8.4. 	Transfer
by Franchisor. We may transfer our interest in this Agreement at                our
discretion. 






	9.  	RESOLUTION
OF DISPUTES. 






	 	
Subject
to Section 9.3, all disputes or claims arising out of or related to this Agreement and/or
to the parties’ relationship pursuant to this Agreement shall be resolved in
accordance with the process described in this Section 9.  






	 	9.1. 	Notice
and Mediation. Each party must first give the other notice, in
               writing, of any dispute or claim, before taking any steps to arbitrate or
               litigate. The written notice shall specify, to the fullest extent
possible, the                notifying party’s version of the facts and any legal
points relevant to the                dispute or claim. The written notice shall be sent,
by facsimile transmission or                express mail, no later than ninety (90) days
after the dispute or claim arises.                The parties shall then use their mutual
best efforts to resolve the dispute or                claim amicably. If that effort is
unsuccessful, the dispute or claim will be                submitted to non-binding
mediation. The mediation shall be conducted under the                auspices of the
American Arbitration Association (AAA) by a mediator selected                from a panel
of mediators or another mediator who is mutually agreeable to the                parties.
The parties will share the cost of the mediation equally. Any and all
               discussions, negotiations, findings or other statements by the mediator
and/or                the parties in connection with the mediation, whether oral or
written, shall be                privileged and confidential and shall not be admissible
in evidence in any                arbitration or litigation. If the parties do not
resolve the dispute or claim by                mediation within ninety (90) days after
notification, the party asserting the                dispute or claim shall proceed in
accordance with the remaining process                described in the balance of this
Section 9. COMPLIANCE WITH THE REQUIREMENTS OF                THIS SECTION 9.1 IS A
PREREQUISITE TO ASSERTING ANY DISPUTE OR CLAIM IN                ARBITRATION OR
LITIGATION. FAILURE TO COMPLY WILL CONSTITUTE A WAIVER OF THE                DISPUTE OR
CLAIM AND AN ABSOLUTE BAR TO ASSERTING THE DISPUTE OR CLAIM IN                ARBITRATION
OR LITIGATION. This paragraph does not apply to any disputes arising                out
of past due amounts you owe to Bandag. 















11 




DO NOT REPRODUCE OR
DISTRIBUTE 












	 	9.2. 	Arbitration.
Except as provided below, any dispute arising under or in                relation to this
Agreement involving a claim for damages, in the aggregate, of                less than
$100,000.00 shall be resolved by binding arbitration by the American
               Arbitration Association (AAA) under its rules for expedited commercial
               arbitration and the Federal Arbitration Act, at the AAA office nearest the
party                who is the respondent in the arbitration. Each claim or controversy
will be                arbitrated by you on an individual basis, and will not be
consolidated with the                claim of any other person. The award of the
arbitrators is final and binding on                all parties. The arbitrators may issue
appropriate orders as well as award                monetary (but not exemplary or
punitive) damages. This Section 9.2 does not                apply to claims or disputes
arising out of past due amounts you owe to Bandag,                the enforcement of our
or our subsidiaries’ rights in the Marks, or our                right to compel
inspections or audits. Any claim(s) for damages that total more                than
$100,000.00 shall not be subject to arbitration, but shall be resolved
               through litigation. If you elect to file a lawsuit against us, it shall be
               brought in the Federal District Court for the Southern District of Iowa.
If we                elect to file a lawsuit against you, it shall be brought in the
Federal District                Court in the state where your principal place of business
is located. The                prevailing party in any arbitration or lawsuit is also
entitled to recover its                costs of the proceeding, including its reasonable
attorneys’ fees. 






	 	9.3. 	Injunctive
Relief. Your breach of this Agreement could cause irreparable                damage
to us or to other Bandag Dealers. Therefore, upon a breach or threatened
               breach of any of the terms of this Agreement, we are entitled to an
immediate                injunction restraining such breach and/or a decree of specific
performance,                pending arbitration or adjudication, without bond, or having
to show or prove                any actual or irreparable harm or damage, and without
regard to the availability                of an adequate remedy at law. You agree that
preservation of the integrity of                the System and network of Bandag Dealers
is a compelling business interest of                ours that justifies injunctive relief
on that basis. 






	 	9.4. 	WAIVER
OF JURY TRIAL. 






	 	
EACH
PARTY HEREBY WAIVES, WITHOUT LIMITATION, ANY RIGHT IT MIGHT OTHERWISE HAVE TO TRIAL BY
JURY ON ANY AND ALL CLAIMS ASSERTED AGAINST THE OTHER. EACH PARTY ACKNOWLEDGES THAT IT
HAS HAD A FULL OPPORTUNITY TO CONSULT WITH COUNSEL CONCERNING THIS WAIVER, AND THAT THIS
WAIVER IS INFORMED, VOLUNTARY, INTENTIONAL, AND NOT THE RESULT OF UNEQUAL BARGAINING
POWER. 















12 




DO NOT REPRODUCE OR
DISTRIBUTE 












	 	9.5. 	LIMITATION
OF REMEDIES






	 	
(A)
  EACH
PARTY HEREBY WAIVES, WITHOUT LIMITATION, ANY RIGHT IT MIGHT OTHERWISE HAVE           TO
ASSERT A CLAIM FOR AND/OR TO RECOVER PUNITIVE, MULTIPLE OR EXEMPLARY DAMAGES
          FROM THE OTHER. EACH PARTY ACKNOWLEDGES THAT IT HAS HAD A FULL OPPORTUNITY TO
          CONSULT WITH COUNSEL CONCERNING THIS WAIVER, AND THAT THIS WAIVER IS INFORMED,
          VOLUNTARY, INTENTIONAL, AND NOT THE RESULT OF UNEQUAL BARGAINING POWER.   







	 	
(B)
   EACH PARTY HEREBY WAIVES, WITHOUT
LIMITATION, ANY RIGHT IT MIGHT OTHERWISE HAVE           TO ASSERT A CLAIM FOR AND/OR TO
RECOVER CONSEQUENTIAL, INCIDENTAL AND CONTINGENT           DAMAGES FROM THE OTHER. EACH
PARTY ACKNOWLEDGES THAT IT HAS HAD A FULL           OPPORTUNITY TO CONSULT WITH COUNSEL
CONCERNING THIS WAIVER, AND THAT THIS WAIVER           IS INFORMED, VOLUNTARY,
INTENTIONAL, AND NOT THE RESULT OF UNEQUAL BARGAINING           POWER. IN ADDITION, EACH
PARTY ACKNOWLEDGES THAT THIS WAIVER IS NOT           UNCONSCIONABLE UNDER THE STANDARDS
OF THE UNIFORM COMMERCIAL CODE           (“UCC”), AND IS CONSISTENT WITH THE
STANDARD TERMS AND CONDITIONS OF           SALES OF GOODS BETWEEN THE PARTIES.  






	 	
(C)
   ANY ARBITRATION OR ACTION PURSUANT
TO SECTION 9.2 OR 9.3 MUST BE FILED WITHIN           ONE (1) YEAR FROM THE TIME OF THE
EVENTS GIVING RISE TO THE SUBJECT CLAIMS, OR           THOSE CLAIMS WILL BE FOREVER
BARRED. EACH PARTY ACKNOWLEDGES THAT IT HAS HAD A           FULL OPPORTUNITY TO CONSULT
WITH COUNSEL CONCERNING THIS TIME LIMIT, AND THAT           ITS AGREEMENT TO THIS TIME
LIMIT IS INFORMED, VOLUNTARY, INTENTIONAL, AND NOT           THE RESULT OF UNEQUAL
BARGAINING POWER.  






	 	
(D)
  IF ONE OR MORE OF SUBSECTIONS (A)
— (C) OF THIS SECTION 9.5 IS HELD TO BE           VOID, UNLAWFUL, OR OTHERWISE
UNENFORCEABLE (BECAUSE IT VIOLATES A STATE STATUTE           OR OTHERWISE), THAT SHALL
HAVE NO EFFECT ON THE VALIDITY AND ENFORCEABILITY OF           THE REMAINING SUBSECTIONS.
EACH SUBSECTION OF THIS SECTION 9.5 SHALL BE           CONSTRUED AS A SEPARATE PROVISION
OF THIS AGREEMENT, WITHIN THE MEANING OF           SECTION 11.4 OF THIS AGREEMENT
(ENTITLED “SEVERABILITY”).  






	10.  	TERMINATION. 






	 	10.1.	Grounds. 






	 	
(a)
  Good Cause. Either party may terminate this Agreement at any time for
          “good cause”. Good cause means intentional, material, repeated or
          continuous breach of this Agreement by either party, including but not limited
          to, your:  















13 




DO NOT REPRODUCE OR
DISTRIBUTE 












	 	•	Misrepresentation
or omission of material information in the application for a franchise;  




	 		Failure
to open the Dealership within 90 days after execution of this Agreement; 




	 	•	Failure
to successfully complete required training or provide required training; 




	 	•	Non-payment
of sums due, bankruptcy, or insolvency by any definition; 




	 	•	Failure
to comply with the mutual commitments as outlined in Sections 2.2 and the System
Manual(s); 




	 	•	Transfer
or attempted transfer without our consent; 




	 	•	Abandonment
of this Agreement or the Dealership; 




	 	•	Conviction
of or plea of guilty or no contest (or by a principal officer, director or partner of
Dealer) to any charge of violation of any law relating to the Dealership, or of any
felony that impairs or is reasonably likely to impair the goodwill and/or reputation
associated with Bandag or the Marks;  




	 	•	Failure
to comply with Section 6.1 of this Agreement; 




	 	•	Failure
to comply with Section 6.3 of this Agreement; 




	 	•	Actions
or practices that impair or are reasonably likely to impair the goodwill and/or
reputation associated with Bandag or the Marks;  




	 	•	Failure
to meet Product Specifications & Manufacturing Requirements or similar requirements as
              prescribed in the Manual(s); or 




	 	•	Unauthorized
use of Bandag's Confidential Information. 






	 	
Good
cause which relates solely to a particular Bandag Facility is grounds for termination of
your rights with respect to that Bandag Facility only. 






	 	
Good
cause which relates to our business relationship generally (for example, a material
misrepresentation in a report, or failure to service a fleet account properly) is grounds
for terminating this Agreement entirely. 






	 	
(b)
   Without Cause. In addition to your
rights under Section 10.1(a), you may           terminate this Agreement without cause:  






	 	1. 	At
any time after the third anniversary of the Effective Date so long as you
               provide us with three months written notice of your intention to terminate
this                Agreement; or  






	 	2. 	If
you own more than one Dealership, at the same time as you terminate any
               Bandag franchise agreement(s) pursuant to its terms.  






	 	10.2. 	Notice.
Except for termination under 10.1(b), the party intending to                terminate
shall give the other notice specifying the cause for termination.                Unless
the stated cause includes a repeated or continuous breach of this
               Agreement, or your insolvency, or your breach of 6.1 and/or 6.3, the
recipient                may cure the breach within: 24 hours of notice if the breach is
impairment or                threatened impairment of the goodwill or reputation
associated with Bandag or                the Marks; seven days for nonpayment of sums
due; and 30 days in all other                cases. If the stated cause includes a
repeated or continuous breach of this                Agreement, or your insolvency, the
recipient does not have the right to cure the                breach. 















14 




DO NOT REPRODUCE OR
DISTRIBUTE 












	 	
For
purposes of Sections 10.1 and 10.2, “repeated or continuous breach” means a
breach of any one provision of this Agreement more than once or a breach of more than any
one provision of this Agreement during the initial and any successor terms of the
franchise. 






	 	10.3. 	Consequences.
Upon termination or expiration of this Agreement, all                rights licensed
herein, and your interest herein, revert to us automatically,                and you must
immediately: 






	 	•	Stop
selling, delivering, servicing or promoting Products at any location; 





	 	•	Stop
using the Marks and System, any materials containing or depicting the Marks or System,
and any other name or mark confusingly similar to the Marks;  





	 	•	Settle
all accounts and pay all sums due to us or our affiliates or which we have guaranteed; 





	 	•	Stop
using and return the Manual(s) and all other confidential or trade secret information,
distinctive, proprietary or confidential Materials and information, production methods or
other techniques, systems, software we furnished to you or know-how we disclosed to you;  





	 	•	Remove
all Bandag inventory, trade dress, and leasehold improvements from all Bandag Facilities
operated by the Dealership to eliminate any similarity in design, structure, signage,
trade dress, inventory, decor, color or layout to the distinctive appearance and
functions of other Bandag Dealerships;  





	 	•	At
our request, by item, resell each item of Bandag equipment to us at an 8 year straight
line depreciated value (with no residual) calculated from the date of original shipment,
FOB your Dealership. If the equipment is older than 8 years, we may repurchase that
equipment at a fair market value assessed by an independent equipment broker selected by
us;  





	 	•	At
our request, by type and description, resell to us for an amount equal to the actual
amount paid by you, to us, any of the Materials and/or Products then in your possession,
less any charges we incur for shipping, freight, packaging, restocking, and the like;  





	 	•	Provide
appropriate skilled workers to properly disconnect and remove any leased and/or
repurchased equipment from your facility for packaging and pickup by a freight company
consigned by Bandag;  





	 	•	Assign
to us each telephone, facsimile or similar number, electronic address, World Wide Web
URL, or any similar access code used by you exclusively for your Bandag Dealership; and  





	 	•	Remove
the Marks from all letterhead, signs, directory listings, URLs, e-mail addresses,
catalogs, vehicles and all other places you have used them.  






	 	 10.4 	Operation
After Termination or Expiration.






	 	1. 	Single
Dealership. If you own a single dealership, you will be permitted           to adopt
a competitive retreading system at your dealership upon termination or
          expiration of this Agreement, provided that you comply with the terms of
Section 10.3 of this Agreement.  







	 	2. 	Multiple
Dealerships. If you own multiple dealerships, you will be           permitted to
adopt a competitive retreading system at any terminated or expired           dealership
subject to the following provisions:  






	 	(a)	You
must comply with the terms of Section 10.3 of this Agreement; and  






	 	(b) 	Your
conversion of less than all of your Bandag dealerships (whether or not
               identified in Exhibit B of this Agreement) to a competitive retreading
system or                your installation of a competitive retreading system at any
location may                constitute a breach of Section 6.3 of this Agreement or
similar provisions of your other Bandag franchise agreements. This breach shall entitle
Bandag, at its option, to immediately terminate your right to operate any remaining
Bandag dealerships, pursuant to the terms of this Agreement or your other Bandag
franchise agreements.  















15 




DO NOT REPRODUCE OR
DISTRIBUTE 













	11. 	   MISCELLANEOUS
PROVISIONS 






	 	11.1. 	Interpretation.
This Agreement, which includes your application and the                Manual(s), is the
entire and final agreement between you and us on its subject.                This
Agreement supersedes any other agreement or understanding previously made
               between you and us for the Dealership covered by this Agreement, except
for (i)                accrued obligations thereunder and/or (ii) a Right of First
Refusal dated                ________________ which is incorporated herein by reference.
You have not                received or relied upon any representation, understanding,
agreement or                assurance not set forth herein or in our Uniform Franchise
Offering Circular                (“UFOC”). All rights and remedies provided
herein or by law are                cumulative. Section headings are for convenience of
reference only and do not                limit the meaning of this Agreement. Declaratory
sentences herein constitute                obligations of one or both parties as
appropriate in the context. 






	 	11.2. 	Survival.
Upon termination of this Agreement, all rights and obligations                of the
parties shall cease, except for your obligations under Sections 6.2, 7.3,
               7.4, 7.11, 9, 11.3 and this Section 11.2, which obligations shall survive
the                termination of this Agreement. 






	 	11.3. 	Governing
Law. This Agreement is made in Iowa and, except as provided in                Section
6.3 and 7.8, shall be governed by Iowa law (except that the Iowa                Franchise
law, I.C. Ch. 523H, shall not apply to Dealerships to which that law                does
not apply by its own terms). This Agreement may be waived, modified or
               varied only by a written document prepared by us and signed by the parties
(or                by our changes to the Manual(s)). Acquiescence in, or waiver of, any
breach is                not a waiver of another or subsequent breach. No custom,
practice or course of                dealing constitutes a waiver of any provision of
this Agreement. Performance is                suspended or deferred to the extent
required by forces beyond a party’s                control, such as fire, storm,
flood, war, civil unrest, or labor disputes. 






	 	11.4. 	Severability.
If any provision of this Agreement (except Section 6.3), is                held
unenforceable, it shall be severed from the balance of this Agreement. If
               Section 6.3 is or becomes illegal or unenforceable, it shall be reformed
to the                least extent necessary to be lawful and enforceable in the opinion
of the                arbitrator or court. 






	 	11.5. 	Notice.
Notices or other communications must be in writing and are given                when
delivered personally or one business day after being sent by certified
               mail, to us at our principal office in Muscatine, Iowa, or to you at the
               Dealership or at the office address shown in this Agreement. Notice also
may be                given electronically or by facsimile or overnight express. If
transmitted                electronically, such as by e-mail or by facsimile, such
communication shall be                deemed delivered the next business day after
transmission (and the sender shall                bear the burden of proof of delivery). 















16 




DO NOT REPRODUCE OR
DISTRIBUTE 












	 	11.6. 	Relationships.
You are an independent contractor, not the employee,                agent, partner or
joint venturer of Bandag. This Agreement does not create a                fiduciary
relationship. No person may acquire any interest in or under this
               Agreement except in accordance with Section 8 or Section 4.3. No other
person,                except our affiliate, is intended to be a beneficiary of this
Agreement. If                Dealer is more than one person, all are jointly and
severally liable hereunder. 






	 	11.7. 	Review.
You have reviewed this Agreement, our UFOC and other relevant                information
with legal counsel or a professional business advisor of your                choosing
before entering into this Agreement. 






	 	11.8. 	Responsibility.
Our responsibilities to you are only those described in                this Agreement.
You acknowledge that your Dealership will operate in a highly                competitive
marketplace and that its financial results, including its ultimate                success
or failure, depend upon your personal management and resources, the
               competitive environment, and supply and market conditions. You
acknowledge,                therefore, that we did not, cannot and do not guarantee or
represent that your                Dealership will achieve any particular level of sales
or profit, or be                profitable or successful, and you have not relied upon
any promise, assurance,                understanding or agreement not expressly set forth
herein or in our UFOC. 























17 




DO NOT REPRODUCE OR
DISTRIBUTE 











	
DEALER:                    

                           

Print Dealer Business Name:



		
BANDAG, INCORPORATED         

                             

Print Name of Person Signing:




	
		

	
If Dealer is an entity:

		Sign Name:

	  

	Type of entity:	  
		Its: 	  

	Organized 
under laws of:	
 
		 	








					 
	Print Office Address:		 
	 
		
 
	 
		
 
	 
		
 











	Print Name of Person Signing:


		


	 
			

	Sign Name: 	
   
		 	  
	Title: 	   
		 	  
	
Date: 	
   
		 	  






	Print Name of Person Signing:


		


	 
			

	Sign Name: 	
   
		 	  
	Title: 	   
		 	  
	
Date: 	
   
		 	  







	
Effective
Date: 	
 














18 




DO NOT REPRODUCE OR
DISTRIBUTE 














Glossary of Selected
Terms  






“Agreement” means
this Bandag Dealer Franchise Agreement, which defines the general terms and conditions of
the relationship between Bandag and its franchised Dealers. 



“Area of Opportunity” or
“AOO” is a trading area to which a Dealer, or Dealers, is/are assigned. The
AOO to which you are assigned appears in Exhibit A. 



“Bandag Facility”
means any permanent or temporary facility or structure, owned or operated by Bandag or its
Dealer, at which Bandag Products are manufactured, stored, offered for sale, or serviced. 



“Bandag Alliance”
means Bandag and Bandag Dealers working cooperatively to serve the tire management needs
of commercial vehicle fleets. 



“Bandag Alliance
Council” means a council, comprised of representatives of Bandag and selected
representatives of Bandag Dealers in the United States and Canada, which advises Bandag on
issues affecting the Bandag business and network of Dealers in the United States and
Canada, as they relate to Bandag franchisees, and develops strategies and tactics for the
mutual success of Bandag and Bandag Dealers and franchisees. 



“Confidential
Information” means the (i) Process, Products and System; (ii) documentation in
print or electronic form furnished at any time by Bandag to Dealer; (iii) terms and
conditions of this Agreement; (iv) and other confidential information about Bandag, its
business activities and operations, its technical information and trade secrets. 



“Dealer” means a
business or business entity that has established and operates a Bandag Dealership. 



“Dealership Development
Process” means engaging and working with Dealers to develop their capabilities to
serve fleet customers following a defined process, and measuring performance against the
Bandag Franchise Model. 



“Dealership” means
the Bandag Dealership you establish and operate under this Agreement. 



“Effective Date”
means the date on which we signed this Agreement. 



“Intellectual
Property” means all intellectual property worldwide arising under statutory or
common law, whether or not perfected, including all (i) developments, inventions,
modifications, derivative works, patches, bridges, etc.; (ii) patents, patent applications
and potential patent applications; (iii) rights associated with works of authorship,
including copyrights, copyright applications and copyright registrations; (iv) rights
associated with trademarks, service marks, trade dress, slogans and logos, trademark
applications, and trademark registrations; (v) rights relating to the protection of trade
secrets and Confidential Information; (vi) any other proprietary rights relating to
intangible property (e.g. trade dress, or service mark rights); and (vii) divisions,
continuations, renewals, reissues and extensions of the foregoing (as and to the extent
applicable) now existing, hereafter filed, issued or acquired. 












19 




DO NOT REPRODUCE OR
DISTRIBUTE 













“Licensed Marks”
means those Marks you are authorized to use under this Agreement. 



“Manual(s)” means
the Franchise System Manual and the Product Specifications & Manufacturing
Requirements Manual. These two manuals are part of the franchise documents and are
up-to-date source books that define how a franchise is to operate within the Bandag
Alliance and in accordance with the Bandag Dealer Franchise Agreement. Additional
Guidelines and Programs are listed in the Franchise System Manual and are found in the
Franchise Reference Manual. 



“Marks” means all
BANDAG trademarks, service marks and logos. 



“Materials” means Bandag
tread, cushion gum, repair gum, repair units, and certain other proprietary materials we
make or distribute, including certain equipment used in the Process. 



“Performance
Expectations” means the mutually agreed upon Dealer performance in a defined
Bandag AOO, for a specific time period. 



“Process” means our
proprietary method of retreading commercial vehicle tires using our materials and methods
(certain of which may be the subject of one or more patents). 



“Production
Facility” means a Bandag Facility which produces Bandag Products under authority
from Bandag, using the System and Materials purchased from Bandag. 



“Products” means
retreaded tires produced using the Materials and the Process 



“PSIP” means Bandag
programs, services, information and products. 



“Sales Facility”
means a Bandag Facility which sells, but does not produce, Bandag Products. 



“System means the Process
and the PSIP, together, as used and offered by Bandag Dealers. 



“UFOC” means the
Bandag, Incorporated Uniform Franchise Offering Circular. 



“We” (or
“our”, etc.) means Bandag, Incorporated. 



“You” (or
“your”, etc.) means the Dealer named at the beginning of this Agreement. 















20 




DO NOT REPRODUCE OR
DISTRIBUTE 













EXHIBIT A 





Area of Opportunity  































21 




DO NOT REPRODUCE OR
DISTRIBUTE 













EXHIBIT B 






Production Facilities  
































22 




DO NOT REPRODUCE OR
DISTRIBUTE 














EXHIBIT C 



Exception to Section 6.3
Conflicts of Interest Provision  






	1. 	     Tire
retreading pursuant to the AMF Flexcure System. 
































23 




DO NOT REPRODUCE OR
DISTRIBUTE