Hitachi America, Ltd. (Digital Media Division)

900 Hitachi Way

Chula Vista, CA 91914 USA

Telephone: 619-591-5200 Fax: 619-591-5418

Hitachi Professional Series Dealer Program

Participation Agreement

Dealers’s Legal Name: / (hereinafter “Dealer”),
□ / corporation
a / □ / limited liability company
(state of formation; e.g., California) / □ / sole proprietorship
□ / partnership
□ / other:
Doing business as:
(d/b/a or fictitious business name, if applicable)
Dealer Address: / City:
Email: / State: / Zip:
Tel: / Fax:
Dealer’s Web Site Address:
Today’s Date: / ______/ __, / ____ / (hereinafter, the “Effective Date”)
(month) / (day) / (year)
Distributor’s Name: / (hereinafter “Distributor”)
Address: / City:
Email: / State: / Zip:
Tel: / Fax:

Hitachi appoints Professional Series Dealers under the Hitachi Professional Series Dealer Program (the “Program”) on a limited basis, considering a variety of factors related to dealers’ ability to consistently uphold the high standards of ethics, professionalism and business standards that are expected of customers who purchase high-performance Hitachi Professional Series products, in addition to other routine business considerations Hitachi ordinarily applies to ensure each Professional Series Dealer is a competent and reputable business. In consideration of the mutual promises and covenants set forth herein, Hitachi and Dealer hereby agree, as of the Effective Date, as follows:

  1. Appointment and Acceptance. Dealer has requested appointment as an authorized purchaser of Hitachi brand products distributed under the Program, and Hitachi hereby effects such appointment, subject to Dealer’s specific agreement to abide by each of the Program Terms and Conditions set forth on Exhibit A attached hereto and incorporated herein by this reference, including any amendments to such Program Terms and Conditions that Hitachi may adopt from time to time.
  2. Termination. Hitachi may terminate the Program and/or Dealer’s appointment as an authorized purchaser under the Program at any time, for any reason, with or without notice, in Hitachi’s sole discretion.

IN WITNESS WHEREOF, the parties have executed this Participation Agreement as of the Effective Date.

DEALERHITACHI AMERICA, LTD. (Digital Media Division)

Signature:Signature:

Name:Name:

Title:Title:

ACNOWLEDGEMENT OF DISTRIBUTOR:

Signature:

Name:

Title:

Hitachi Professional Series Dealer Program

Participation Agreement

TERMS AND CONDITIONS

  1. Applicable Products.Hitachi has the right to modify the list of Hitachi Professional Series Products made available through the Program (the “Pro Products”) at any time, with or without notice, but as of the Effective Date, the Products are limited to the following models:

Hitachi CP-X10000

Hitachi CP-WX11000

Hitachi CP-SX12000

  1. Non-Exclusivity. Dealer’s appointment under the Program is non-exclusive, which means, without limitation, Hitachi has the right to appoint any number of other Hitachi Professional Series Dealers, sell Pro Products or any other products directly or through any other sales or distribution channels or dealers, or otherwise market and sell such Pro Products as Hitachi deems fit, for any reason, inside or outside the areas in which Dealer markets such Pro Products, with or without notice to Dealer.
  2. Purchasing of Pro Products. Dealer understands and agrees that its participation in the Program does not create a right to purchase Pro Products directly from Hitachi. Dealer must purchase Pro Products through the Distributor identified on the first page of this Agreement.

D.Minimum Advertised Pricing. Dealer agrees to adhere to Hitachi’s Minimum Advertised Pricing policy with respect to its Advertising of any Pro Products it markets. For purposes of the foregoing provision, “Advertising” means any media directed toward a mass audience, including, without limitation: radio, television, Internet (including group/mass e-mails and other forms of electronic messaging); print in any form (including newspapers, magazines, catalogs, price lists and flyers); group/mass faxes, trade show signs and/or brochures.

E.Restrictions on Internet Sales/Advertising. Dealer understands and agrees that it is not authorized to sell, or receive or fulfill orders for, Pro Products via the Internet, whether on a web site it manages directly or through third party sites, auction web sites (e.g., eBay) or liquidation web sites. Dealer further understands and agrees that it is not authorized to post pricing for Pro Products on any publicly accessible Internet web sites and that Dealer is authorized only to post “call for quote” (or comparable language) next to, or in connection with, any web-based advertisements, promotions or offers for Pro Products. Dealer is prohibited from using online checkout systems or shopping carts to display Pro Product pricing.

F.Entire Agreement; Existing Agreements. Dealer understands and agrees that this Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. Notwithstanding the foregoing, this Agreement does not replace or supersede any other agreement between the parties that may be in force or effect with respect to any other subject matter.

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