Electric Car Village – Authorized Agent Agreement

This Authorized Agent Agreement (Agreement) is entered into this _________ day of _____________________, 200___ Electric Car Village.com a division of Electric Vehicle Import Services, LLC, (hereinafter "Electric Car Village") and __________________, a (corporation, limited liability company, partnership, individual) organized under the laws of the state of ____________, with a principal place of business located:___________________ _______________________________________________________________________ (hereinafter "Authorized Agent ").

Whereas, pursuant to this Agreement, Authorized Agent wishes to sell Electric Car Village's models and has the necessary expertise to undertake this Agreement, and Whereas, Electric Car Village will pay a one-time commission for buyers who are generated by Authorized Agent, and Whereas, Electric Car Village wishes to retain the right to change or eliminate the Authorized Agent Program at any time and Authorized Agent understands and agrees with Electric Car Village retaining such right,

Now therefore, Authorized Agent and Electric Car Village agree to the terms and conditions contained herein:

1. Authorized Agent is hereby authorized to generate customers to Electric Car Village.com and getting the new customer to place order with their Authorized Agent's ID number. For each new buyer generates by Authorized Agent Electric Car Village shall pay Authorized Agent a one-time commission as further described in Exhibit 1 attached hereto.

2. Authorized Agent agrees to adhere to all Electric Car Village policies and procedures and to follow the Authorized Agent Program Guidelines. Authorized Agent agrees to use good, fair and honest business practices in generating Electric Car Village buyers. Authorized Agent acknowledges that any customers executing the Electric Car Village Online Order Form shall become a customer of Electric Car Village and Authorized Agent agrees not to solicit such customers on behalf of itself or any other entity for products competitive to Electric Car Village

3. Authorized Agent agrees and acknowledges that Electric Car Village has not made any representations or guarantees regarding the success, profitability or expected financial opportunities associated with this venture. Authorized Agent assumes all business risks associated with this Agreement and the dealings contemplated herein.

4. Authorized Agent agrees that it will not use Electric Car Village's name, trade names, trademarks, copyrights, symbols, designs, logos or other marks (collectively "Marks"), other than as provided for under the Authorized Agent Program, without the written consent of Electric Car Village.

5. Authorized Agent agrees to provide prospective buyers a copy of the Electric Car Village.com Terms of Sale,, Model specifications breakdown and product liability release forms.

6. Electric Car Village shall not be liable for any damages, direct or indirect, including but not limited to, lost profits, incidental,consequential, punitive, or special damages regardless of if Electric Car Village is aware of the possibility of such damages and regardless of the theory under which such damages are sought. Electric Car Village MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS or SERVICES AND RESERVES THE RIGHT TO REJECT ANY SIGNED SUBMISSION AGENTS FORM (ORDER). The Authorized Agent has no vested right or interest in the order and Electric Car Village is under no obligation to enter any order or to take any particular steps in attempting to enter any order that Electric Car Village finds in question or bad financial standing, including (but not limited to) bad credit history. By submitting the order, Authorized Agent agrees that Electric Car Village shall not be liable for damages under any theory, including but not limited to, the manner in which it entered the order or any acts associated with the provision or termination of this agreement.

7. Authorized Agent is an independent contractor and this Agreement is not meant to create nor shall it be deemed to create any type of employer-employee relationship, partnership, joint venture or agency relationship. 8. Authorized Agent agrees it will comply with all federal, state and local laws, regulations and requirements, including but not limited to payment of any applicable taxes, obtaining any necessary permits and licenses and any laws associated with the selling motor vehicles in their state or province.

9. Either party may terminate this Agreement at any time by giving written notice of its intent to terminate to the other party. In the event the Agreement is terminated, Commissions shall be held to assure monies are available to cover any applicable charge-backs, such monies to be paid 30 days from the date service for the last car order by Authorized Agent. In addition, this Agreement shall be automatically terminated if Electric Car Village discontinues the Authorized Agent Program.

10. Notices shall be deemed given when delivered, if hand-delivered or faxed (provided receipt indicating successful transmission is available and copy is provided upon request), or if sent by US Mail Return Receipt Requested to the address listed below, 3 days after depositing the same or upon receipt, whichever is earlier.

Such Notices to be sent:

a. If to Electric Car Village: Authorized Agents Program Manager 232 Bellemeade Ave Fort Lee, NJ 07024 b. If to Authorized Agent:

( Fill in address) _________________________ _________________________ _________________________ _________________________ Phone:____________________ Fax:______________________ Email:_____________________

11. This Agreement shall be interpreted under the laws of the State of New Jersey without reference to conflict of laws provisions.

12. This Agreement represents the entire understanding and agreement between the parties and supercedes any and all prior or contemporaneous oral or written understanding, representation, agreement or communication between Authorized Agent and Electric Car Village concerning this matter. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth in this Agreement. No modifications or amendments may be made to this Agreement unless expressly identified as such in writing and signed by both parties.

13. Neither party may assign this Agreement without the prior written consent of the other party, provided however that the sale or transfer of any portion of the assets of Electric Car Village or any of its subsidiaries or affiliates, via acquisition or transfer into another company shall not be deemed an assignment of this Agreement by Electric Car Village. Any assignment in violation of this Section shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of Electric Car Village and Authorized Agent.

14. No waiver of any provision of this Agreement or any rights or obligations of either party hereunder shall be effective, except pursuant to a written waiver executed by the party waiving compliance, and any waiver shall be effective only in the specific instance and for the specific purpose stated in such written waiver.

15. Each party shall bear its own costs and expenses in performing this Agreement. Electric Car Village may, but is not in any way obligated, to provide Authorized Agent with marketing material or assistance. Authorized Agent is not relying on receipt of any such material or assistance in entering into this Agreement. In Witness Whereof, the parties hereto have caused this Agreement to be duly executed and delivered as of the date written above.

Electric Car Village Authorized Agent

Signature:_____________________________ Date: ____________________________
Print Name: ___________________________________________
Title: _____________________________________________________

This agent will be duly registered by local state / province officials to perform final local tax, registration, licensing requirements for new electric vehicles sold and prepped by this agent?

[ ] Yes [ ] No If Yes, what state(s) _________________:

Does this Authorized Agent want to help with prepping new cars? [ ] Yes [ ] No

Does this Authorized Agent want to prep cars that they did not sell? [ ] Yes [ ] No

Electric Car Village.com acceptance of Agreement: Name / Title : ____________________________________ Date:___________


Exhibit 1
Electric Car Village – Authorized Agent Commission Plan / Operations

1. The sales commission rate paid to a Authorized Agent shall be 4.5% of the sold vehicle's factory wholesale invoice price to Electric Car Village.

2. Commission will be calculated based upon signed customs forms and submitted online Order Forms. All required paperwork must be completed, submitted to, and approved by Electric Car Village for purchases to be counted. To be counted, Order Forms submitted online must include Authorized Agent's ID number from buyer. & order must me submitted by the close of business on the last business day of the month.

3. Authorized Agent's sales commission will be paid after full purchase price of vehicle is paid to Electric Car Village, by buyer or finance company AND only after authorized Agent has finished final successful vehicle prep, registration and delivery.

4. Authorized Agent also receives a fee to perform final prep and registration and delivery duties. The current approved fee per new vehicle is $180.00

5. Fleet sales / service fees are calculated at the same single vehicle rate.

6. This Agreement must be in effect for a commission to be received by Authorized Agent.

7. Electric Car Village reserves the right to adjust commissions based upon special promotional offers or other discounted offers. Electric Car Village also reserves right to modify this Compensation Plan from time to time on a going-forward basis.

8. Nothing contained herein shall alter the independent contractor relationship in any way, and is not intended to do so. All policies, practices, procedures and guidelines of the Company remain applicable and are unchanged by this plan.

9. The Base MSRP PURCHASE PRICE is set by Electric Car Village and may not be changed by an Authorized Agent.

10. Any online, print, flyers and media advertising of any kind promoting Electric Car Village.com models or services by Authorized Agent(s) or their representative must be approved in advance by Electric Car Village staff.

11. No modification of any kind can be made to vehicles by authorized Agent.

12. Authorized Agent agrees to follow any and all standards of quality and service policies set by Electric Car Village.

13. Any local motor vehicle retailers sales tax and state fee collected by Authorized Agent must be paid by Authorized Agent to any and all agencies that are required by local law.

14. Electric Car Village reserves the right to establish a minimum volume of sales for each Authorized Agent.

15. Authorized Agents do not have exclusive rights to sell Electric Car Village models in their communities. Electric Car Village reserves the right to determine the number of Authorized Agents appointed within specific local areas.

16. The Authorized Agent's agreement is not transferable. A change in ownership, firm name, or address must be reported immediately in writing to the Electric Car Village. A new agreement will be required for a change in ownership or firm name.

17. CONFIDENTIALITY – Any Authorized Agent or Electric Car Village customer lists, reports, marketing methods, business information, and other business confidential material disclosed to Agent shall be deemed confidential and proprietary to Electric Car Village. Authorized Agent agrees to not reveal, divulge, make known, or in any other way transfer said confidential information to any third party or to utilize any confidential information so disclosed in direct or indirect competition with Electric Car Village during the term of this Agreement or for six (6) months after its termination.

18. The Terms and Conditions herein may be amended at any time by Electric Car Village.

Authorized Agent Agreed: ________________________ Title __________________ Date ___________

Print Name _____________________________________