National Comfort Institute, Inc.
P.O. Box 2053
Morristown, TN, 37813-2053
Telephone: 800-633-7058
Company Official: Dominick S. Guarino, CEO
domg@ncihvac.com

For good and valuable consideration, including the promises and covenants made herein, receipt of which is acknowledged, the parties agree as follows:

GENERAL TERMS AND AGREEMENTS

1. APPOINTMENT OF Authorized Reseller (Reseller) National Comfort Institute, Inc. (NCI) appoints and grants to Reseller the non-exclusive right to resell the NSI 6000 Low Level Carbon Monoxide Monitor (NSI 6000). Reseller accepts such appointment, and acknowledges that the appointment does not confer any exclusive right to Reseller. NCI reserves the right to sell the NSI 6000 directly to customers within the Territory for its own account, to house accounts as may be identified in Schedules attached and made part of this Agreement, and through other distributors, resellers, representatives, or any other channel of product distribution.
2. RESELLER FUNCTIONS & OBLIGATIONSThe purpose of this Agreement is to provide for an outlet for the NSI 6000. To that end, Reseller shall diligently and faithfully work in their business area using their best efforts to promote the sale of the NSI 6000 and to service their customers. Reseller shall at all times buy and resell, and install the NSI 6000 for their own account, and not as a commission agent for any other entity, business or organization. Reseller shall not without NCI's prior written consent appoint any sub-resellers or assign any rights or obligations under this Agreement to any other entity, business, or organization.Reseller agrees that it will conform to all applicable laws and regulations and to the highest business ethics in performing its obligations under this Agreement. This conformance shall include, but not be limited to, the U.S. Foreign Corrupt Practices Act, the U.S.A. Patriot Act, and all applicable export and import laws and regulations. Reseller shall be responsible for filing or registering with any governmental bodies that require such registration as a condition for doing business with NCI Information concerning these matters may be found in part on the Bureau of Industry and Security, U.S. Department of Commerce website, www.bis.doc.gov.Reseller agrees that the NSI 6000 is to be sold as an installed product only and agrees to refrain from selling the NSI 6000 "over the counter", via the Internet, or any other method that would circumvent the intent of this clause.

   To ensure maximum ability to service retail customers, and to protect the health and safety of those customers, Reseller agrees to maintain properly calibrated test instruments and tools for the detection and remediation of Carbon Monoxide. Further, Reseller agrees to employ at least one (1) NCI certified Carbon Monoxide and Combustion Analyst.

   In order to enable NCI to maintain and improve product quality, properly service products, assist in market development and marketing efforts, respond to market developments, and continue to build its reputation in the markets served, the NCI may request from time to time information concerning existing or prospective customers for the NSI 6000, service records, service requests, customer or prospect communications, quality studies, product feedback, satisfaction surveys, and information as to market conditions, competitive conditions and the like. Reseller may refuse any such request which it may reasonably conclude is overbroad or burdensome in light of the intended or expected benefit to NCI

   Reseller is encouraged to maintain an inventory of the NSI 6000 sufficient to enable prompt fulfillment of customer orders.

   Reseller shall cooperate fully with NCI in dealing with customer complaints concerning the NSI 6000 and shall take such action to promptly resolve such complaints as may be requested by NCI

   Reseller shall not in any way alter the NSI 6000.

   All costs, including salaries, payroll taxes, severance pay, and other expenses incurred by Reseller in connection with its performance under this Agreement shall be borne solely by Reseller, and Reseller agrees to indemnify and hold NCI harmless from any and all liability with respect thereto.

   NCI shall have the right upon reasonable notice to visit and observe Reseller's place(s) of business and to accompany Reseller during sales or installation calls or training sessions with customers.

   Any statements, representations, warranties, or advertisements by Reseller concerning the NSI 6000 which exceed in scope or are different in meaning from the statements made by NCI in its own literature shall be the sole responsibility of Reseller, and Reseller shall indemnify and hold NCI harmless against the liability, costs, and expenses of any nature which NCI may incur as the result of any such activities, or any negligent or willful conduct by Reseller, its Affiliates, employees, agents or representatives. For purposes of this Agreement, "Affiliate" means any entity or person that controls, is controlled by, or is under common control with, Reseller (whether such control is by ownership, contract or otherwise).

   Nothing in this Agreement shall be deemed to create in Reseller any right or authority to incur any obligations on NCI's behalf or to bind NCI in any respect. Reseller is and at all times shall remain an independent contractor.

   Reseller further agrees to refrain from disclosing any Reseller pricing information to any third party.

3. TERMS OF SALENCI agrees to sell to Reseller the NSI 6000 for the term of this Agreement. Such sales shall be subject to NCI's standard terms and conditions of pre-payment when order is placed. Reseller agrees to make timely payment in U.S. Dollars to NCI's U.S.A. facility.
4. PRICINGNCI's prices to Reseller will be FOB, NCI's premises, based upon the applicable current price structure and prevailing at the time of NCI's acceptance of Reseller's order. The NSI 6000 will be shipped FOB, NCI's premises, and Reseller shall be responsible for all costs of freight, insurance, tax and duty. Reseller assumes the risk of loss when the NSI 6000 is delivered to the carrier. Notwithstanding this allocation of the risk of loss, the NSI 6000 shall remain subject to NCI's right of redemption and stoppage in transit.
5. WARRANTIESNCI warrants the NSI 6000 to Reseller in accordance with NSI, Inc.'s standard limited warranty to customers. EXCEPT AS EXPRESSLY PROVIDED IN THAT LIMITED WARRANTY, NCI MAKES NO REPRESENTATION OR WARRANTY TO DISTRIBUTOR OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE NSI 6000, WHETHER AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM A COURSE OF DEALING, USAGE OR TRADE, OR OTHERWISE.
6. PRODUCT CHANGESNCI reserves the right to discontinue or modify the NSI 6000 without incurring any liability to Reseller. NCI acknowledges the value of working closely with Reseller and agrees that NCI will make reasonable efforts to provide notice to Reseller when Product changes occur.
7. TERM AND TERMINATIONThe term of this Agreement shall commence upon acceptance of Terms and Conditions by Reseller, and shall continue in full force until terminated pursuant to either of the following provisions:WITHOUT CAUSE. Either party may terminate this Agreement at any time, with or without cause, effective sixty (60) days after delivery of written notice to the other party. BOTH PARTIES AGREE THAT SUCH NOTIFICATION PERIOD IS REASONABLE UNDER ALL CIRCUMSTANCES.FOR CAUSE. Either party may terminate this Agreement, effective immediately, by delivery of written notice to the other party if: (i) the other party breaches any of the terms and conditions of this Agreement; (ii) the other party ceases to actively conduct its business, files a voluntary petition for bankruptcy or has filed against it an involuntary petition for bankruptcy, becomes unable to pay its debts as they become due, makes a general assignment for the benefit of its creditors, or applies for the appointment of a receiver or trustee for substantially all of its property or assets or permits the appointment of any such receiver or trustee who is to discharge within thirty (30) days of such appointment; or (iii) if whether as a result of death, disability, or otherwise the general management, ownership, normal operation or control of Distributor changes in any way.
8. CONSEQUENCES OF TERMINATIONUpon the effective date of the termination, Reseller shall discontinue the use of NCI's trademark and property, and shall cease holding itself out as an Authorized Reseller of the NSI 6000. Reseller shall have ten (10) days after request by NCI to return all samples previously on loan, copies of Product literature and other sales material or copies thereof. UPON TERMINATION WITH OR WITHOUT CAUSE, NEITHER PARTY SHALL OWE ANY COMPENSATION TO THE OTHER FOR LOST PROFITS, LOST OPPORTUNITIES, GOOD WILL, GOODWILL INDEMNITY, OR OTHER LOSS OR DAMAGES ARISING FROM SUCH TERMINATION. Notwithstanding the foregoing, NCI may seek any equitable remedy available including attorney's fees and costs in a court having jurisdiction for any alleged breach of the provisions of Sections 9, 10, 11, or 12 of this Agreement.
9. TRADEMARKSReseller shall not use any trademark, tradename, or internet domain of NCI or NSI, LLC. (National Safety Instruments, LLC.), except in the manner, to the extent and for such period as is agreed in advance with NCI, and in no event after the termination of this Agreement. Neither Reseller nor any of its Affiliates shall at any time during or after the term of this Agreement have or claim any right, title or interest to any trademark, trade name, or internet domain belonging to or used by NCI or NSI, LLC, or to any such mark, name, or domain having confusingly similar elements, or to any material or matter bearing a trademark or tradename of NCI that is prepared for or used in connection with advertising, broadcasting, or promotion of the Products, even though produced, prepared, published, or broadcast in whole or in part by Reseller or its Affiliates, employees, agents or representatives. It is understood and agreed that NCI has the sole and exclusive rights in any and all such trademarks and trade names.
10. NON-SOLICITATION OF EMPLOYEESUnless otherwise agreed, during the term of this Agreement and for a period of one (1) year following its termination, neither party nor any of its Affiliates, agents, employees or representatives shall solicit for hire any employee of the other.
11. COMPETITION BY MANUFACTURINGFor a period of one year following the termination of this Agreement, neither Reseller nor its subsidiaries or affiliates shall manufacture anywhere in the world any Product which is competitive with the NSI 6000.
12. RETENTION OF TITLEIn the case of access to the Products by third parties, particularly in the case of attachment of the Products or in the case that any contractual or statutory lien is exercised, Reseller must notify the NCI immediately and disclose the existing retention of title to the third party.
13. DISPUTESIf any dispute shall arise between the parties (including without limitation any dispute concerning the formation or terms of this Agreement or any alleged breach of this Agreement), the parties agree to attempt to settle the dispute in an amicable manner through mutual consultation or mediation. If the parties mutually agree to retain a mediator, they agree to share the cost of that mediator. If the parties fail to reach a settlement in this manner within sixty (60) days of any party's first written notice to the other of the existence of a dispute, they agree to final binding arbitration before a single arbitrator. If neither party commences such arbitration within thirty (30) days of the end of the sixty (60) day period described above, the dispute shall be deemed resolved and neither party may thereafter make any claim arising out of that dispute. The arbitrator shall apply the law of the State of Tennessee U.S.A., when interpreting and applying this Agreement. The arbiter's decision shall be final and binding and judgment may be entered thereon in any court having jurisdiction. The arbiter is not authorized to award any punitive damage. If a party fails to proceed with arbitration after it is arbitration is commenced, or unsuccessfully challenges the validity of the arbitration, or fails to comply with the arbitrator's award, the other party is entitled to an award of its out-of-pocket costs and expenses, including reasonably attorney's fees, for having compelled arbitration or defended or enforced the award. Notwithstanding the foregoing, NCI may seek any equitable remedy available in a court having jurisdiction for any alleged breach of the provisions of Sections 9, 10, 11, or 12 of this Agreement.If Reseller is domiciled within the United States, any Arbitration shall be conducted in Tennessee under the auspices and rules of the American Arbitration Association.
14. MISCELLANEOUSENTIRE AGREEMENT. This Agreement, together with any Schedules, attachments and expressly incorporated documents referred to in this Agreement, constitutes the entire Agreement between the parties and supersedes any and all prior and contemporaneous oral or written understandings, representations or agreements of the parties relating to the subject matter hereof, including, but not limited to, any agreement which may predate this Agreement. In the event that Reseller has entered into an agreement relating to other products of NCI, or with NCI in some other capacity (such as a trainer), then it is understood that the terms of that agreement shall stand alone and be independent from this Agreement.NOTICES. Any notice required or permitted to be given under this Agreement shall be deemed delivered when received if delivered by hand, facsimile (fax), telex or telegram, or one (1) day after the notice is deposited for prepaid, next day delivery with a recognized overnight delivery service, or three (3) days after depositing the notice in the U.S. Mail for delivery by registered or certified mail, postage prepaid, in each case addressed to the appropriate party at the Billing and Notice Address set forth on the first page of this Agreement. Such addresses may be changed by giving written notice to the other party of such different address pursuant to the provisions of this Section.SEVERABILITY. In the event that a provision of this Agreement is held invalid, the remaining provisions shall nonetheless be enforced in accordance with their terms. Further, in the event that any provision is held to be overbroad as written, such provision shall be deemed amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and shall be enforced as amended.

    FORCE MAJEURE. NCI shall not be liable to Reseller for any delay or failure of delivery or other performance caused in whole or in part by any contingency beyond NCI's reasonable control, including without limitation, acts of God, acts of any government or any agency or subdivision thereof, acts of terror whether or not state sponsored, or shortage or inability to secure labor, energy, raw materials, supplies or machinery at reasonable prices from regular sources.

    GOVERNING LAW. This Agreement has been entered into by NCI in Tennessee, U.S.A. and shall be governed by and construed in accordance with the law of that State. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or NCI's sales of Products hereunder.

    MODIFICATIONS. NCI reserves the right to make changes in the provisions of this Agreement and attached addenda from time to time, and will notify Reseller of such changes, which shall operate prospectively only. Subject to the preceding sentence, no provision of this Agreement shall be modified, supplemented or waived other than by a written instrument that is dated after the date of this Agreement, refers to this Agreement and is signed by the party against which enforcement of the modification, supplement or waiver is charged.

    OFFICIAL LANGUAGE. English is the official language of this Agreement.

    ELECTRONIC SIGNATURES. Execution of this Agreement may be made and indicated by a signature which is handwritten in ink, by facsimile, or by digital or electronic signature which shall have the same force and effect as the use of manual signatures.