General Terms and Conditions
This Agreement made and executed upon GST, Inc. written acceptance of program applicant is between GST, Inc., of the city of Lake Forest, county of Orange, state of California, United States of America, GST, and applicant, Partner.

Recitals

1. The purpose of this Agreement is to establish the Partner as an authorized Partner for the sale and service of products of GST and to set forth the respective terms and agreements in the continuing sale of GST products.
2. Partner has elected to enter into this Agreement with GST with confidence in GST’s integrity and expressed intention to deal fairly with it's Partners, and with knowledge of the user acceptance of products of GST.
3. GST has elected to enter into this Agreement with Partner with recognition that GST’s success depends upon financially sound, responsible, efficient, vigorous and successful independent Partners with competence in Partner’s integrity and ability, and in the Partner’s expressed intention to deal fairly with its customers.
4. It is the expectation of each of the parties that by entering into this Agreement a mutually satisfactory relationship between them will be established and maintained.
5. Both parties may communicate with the other by electronic means and such electronic communication is acceptable a signed writing to the extent permissible under applicable law.
   In consideration of their mutual covenants, the parties agree as follows:

Section 1 - Rights Reserved
GST grants to Partner a non-exclusive right, upon the terms and conditions contained in this Agreement, to purchase, inventory, promote, and resell GST’s products.

Section 2 - Product Coverage
As used in this Agreement, the term GST’s products shall mean and be limited to the products, servicing of those products, service parts and accessories manufactured and/or sold by GST.

Section 3 - Terms of Sale
All sales of GST’s products to Partner shall be made under and subject to the provisions of this Agreement at such prices and on such terms as GST shall establish from time to time.

Section 4 - Non-Disclosure of Confidential Information

1. To further the business relationship, Partner may have disclosed to it certain valuable information relating to GST which is of a confidential nature (hereinafter referred to as “GST Confidential Information”) concerning any or all of the following: trade secrets, know-how, inventions, techniques, processes, algorithms, software programs, schematics, software source documents, contracts, customer lists, financial information, sales and marketing plans and information and business plans.
2. Partner agrees that it shall neither use GST Confidential Information nor circulate it within its own organization, except to the extent necessary for: 1) Negotiations, discussions and consultations with personnel or authorized representatives of GST; and 2) Any purpose GST may have authorized in writing.
3. Partner further agrees that it shall not publish, copy or disclose any GST Confidential Information to any third party and shall use its best efforts to prevent inadvertent disclosure of information to any third party.

Section 5 - Sales Policies
Sales quotas, giving reasonable regard to past performance and market potential of GST’s products, may be established by GST from time to time. Partner agrees to provide sales personnel of demonstrated capacity to attain such quotas and consents to rewards to such personnel by GST in recognition of superior performance.

Section 6 - Marketing Policies
GST will cooperate with Partner in providing effective advertising and promotion of GST’s products throughout Partner’s principal marketing area and Partner agrees to participate in, actively promote, and faithfully comply with the terms and conditions of such advertising and merchandising programs as GST may establish and offer to Partner from time to time.

Section 7 - Product Warranty Policies

1. GST’s products are sold to Partner at prices that contemplate that such products are free from defect in manufacture and workmanship at the time of sale. In the event that any product is proved to GST’s satisfaction to have been defective at time of sale, GST will make an appropriate adjustment in the original sales price of such product.
2. GST agrees to protect Partner and hold it harmless from any loss or claim arising out of inherent defects in any of GST’s product existing at the time such product is sold by GST to Partner, provided that Partner gives GST reasonable notice of any such loss or claim and cooperates fully with GST in the handling of such loss or claim. Partner agrees to protect GST and hold it harmless from any loss or claim arising out of the negligence of Partner, its agents, employees, or representatives in the installation, use, sale, or servicing of GST’s product.

Section 8 - Order Processing and Shipment Policies
GST will employ its best efforts to fill Partner’s orders promptly upon acceptance but reserves the right to stock available inventories as it deems best. GST shall not be liable for failure to ship GST’s product's specified in any accepted order because of circumstances beyond it's control. Partner shall not be liable for failure to accept shipments of products ordered from GST when such failure is due to cause beyond Partner’s control, provided GST receives notice to suspend such shipments prior to delivery to carrier.

Section 9 - Financial Policies
It is the intent and understanding of the parties, and the essence of this Agreement that Partner shall:

1. Maintain and employ in connection with Partner’s business and operations under this Agreement such net working capital and net worth as may be required to enable Partner properly and fully to carry out and perform all Partner’s duties, obligation and responsibilities under this Agreement.
2. Pay promptly all amounts due GST in accordance with the terms of sale extended by GST from time to time.
3. Shipments may be suspended at GST’s discretion in the event that Partner fails to promptly and faithfully discharge each provision of this section.

Section 10 - Use of GST’s Name
Partner will not use, authorize, or permit the use of, name "GST, Inc." or any other name or trademark owned by GST as part of its corporate or business name or in any way, except to designate products purchased from GST under the terms of this Agreement. Partner shall not contest the right of GST to exclusive use of any trademark or trade name used or claimed by GST.

Section 11 - Relationship of Parties
During the term of this Agreement the relation between GST and Partner is that of vendor and vendee. Partner, its agents, and employees shall, under no circumstances, be deemed agents or representative of GST. Partner will not modify any of GST’s products without written permission from GST. Neither Partner nor GST shall have any right to enter into any contract or commitment in the name of, or on behalf of the other, or to bind the other in any respect whatsoever.

Section 12 - Term of Agreement
This Agreement shall continue in full force and effect from and after the date as of which this Agreement has been executed until terminated by either party under the provisions of Section 12 of this Agreement.

Section 13 - Termination
The following provisions shall govern the termination of this Agreement:

1. Either party may terminate without cause by written notice given to the other not less that 30 days prior to the effective date of such notice.
2. GST may terminate at any time by written notice given to Partner not less than 7 days prior to the effective day of such notice in the event GST decides to terminate all outstanding Partner Agreements and to offer a new or amended form of Partner Agreement.
3. GST may terminate by notice given to Partner effective immediately, in any of the following events: (i) failure of Partner to fulfill or perform any one or more of the duties, obligations, or responsibilities undertaken by Partner pursuant to Sections 8, 9 and 10; (ii) any assignment or attempted assignment by Partner of any interest in this Agreement without GST’s written consent; (iii) any sale, transfer, or relinquishment, voluntary or involuntary, by operation of law or otherwise of any material interest in the direct or indirect ownership of any change in the management of the Partner; (iv) failure of Partner for any reason to function in the ordinary course of business; (v) a disagreement between or among managers, principals, partners, officers, or stockholders of Partner that, in the sole opinion of GST, may affect adversely the ownership, operation, management, business, or interest of Partner or GST; (vi) submission by Partner to GST of false or fraudulent reports or statements, including, but not limited to, claims for any refund, credit, rebate, incentive, allowance, discount, reimbursement, or other payment by GST.
4. In the event either party has any business relations with the other party after termination of this Agreement or as a waiver of such termination, all such transactions shall be governed by terms identical with the provisions of this Agreement relating to such business relationship unless the parties execute a new Agreement superseding this Agreement.

Section 14 - Obligations on Termination
Upon termination of this Agreement, Partner shall cease to be an authorized Partner of GST; and

1. All amounts owed by Partner to GST shall, notwithstanding prior terms of sale, become immediately due and payable;
2. Neither party shall be liable to the other because of such termination for compensation, reimbursement, or damages on account of the loss of prospective profits or anticipated sales, or on account of expenditures, investments, leases, or commitments in connection with the business or good will of GST or the Partner or for any other reason whatsoever growing out of such termination.

Section 15 - Use of Name Prohibited after Termination
Upon termination of this Agreement, Partner will remove and not thereafter use any sign containing the name and trademark "GST, Inc.", "GST", or any other trade name or trademark owned by GST. Regardless of the cause of termination of this Agreement, Partner will immediately take all appropriate steps to remove and cancel its listing in trade directories, phone directories, and other directories, and public records, or elsewhere that contain the name "GST" or other such trademarks.

Section 16 - Consequential Damages
If Partner breaches or repudiates this contract, Partner shall not be entitled to any consequential damages as defined in the Uniform Commercial Code.

Section 17 - Acknowledgments
Each party acknowledges that no representation or statement, and no understanding or Agreement, has been made, or exists, and that in entering into this Agreement it has not relied upon anything done or said or upon any presumption in fact or in law, (i) with respect to this Agreement or its interpretation, or to the duration, termination, or renewal of this Agreement, or with respect to the relationship between the parties, other than as expressly set forth in this Agreement; or (ii) that in any way tends to change or modify the terms, or any of them, of this Agreement or to prevent this Agreement becoming effective; or (iii) that in any way affects or relates to the subject matter of this Agreement. Partner also acknowledges that the terms and conditions of this Agreement, and each of them, are reasonable and fair and equitable.

Section 18 - Termination of Prior Agreements
This Agreement terminates and supersedes all prior GST-Partner Agreements, if any, between the parties.

Section 19 - Assignment
Neither this Agreement nor any right under or interest in this Agreement may be assigned by Partner.

Section 20 - No Implied Waivers
Except as expressly provided in this Agreement, waiver by either party, or failure by either party to claim a breach, of any provision of this Agreement shall not be, or held to be, a waiver of any breach or subsequent breach, or affecting in any way the effectiveness of such provision.

Section 21 - Effect of Determination by GST
Any determination to be made, opinion to be formed, or discretion to be exercised by GST in connection with any provision of this Agreement shall be made, formed, or exercised by GST alone and shall be final, conclusive, and binding on the parties.

Section 22 - Venue
The validity, interpretation and performance of this Agreement shall be controlled by and construed under the laws of the State of California. If litigation is filed by any party to this Agreement, the dispute shall be venued in Southern California, where this contract is deemed entered into, and shall be filed in the Orange County Superior Court.

Section 26 - Attorneys Fees and Costs
In any action at law or in equity to enforce or construe any of the provisions of rights under this Agreement, the unsuccessful party or parties to such litigation, as determined by the courts in a final judgment or decree, shall pay the successful party or parties all costs, expenses, and attorneys’ fees incurred therein by such successful party or parties (including without limitation such costs, expenses, and fees on any appeals), and if such successful party or parties shall recover judgment in any such action or proceeding, such costs, expenses and attorneys’ fees shall be included in as part of such judgment.

Section 27 - Amendment
Notwithstanding anything in this Agreement to the contrary, GST shall have the right to amend, modify, or change this Agreement in case of legislation, government regulation, or changes in circumstances beyond the control of GST that might affect materially the relationship between GST and Partner.

Section 28 - Execution on Behalf of GST
This Agreement shall bind GST when Partner's Application has been approved in writing by GST. Partner acknowledges notice that no one except CEO/Chairman of GST is authorized to make or execute any other Agreement relating to the subject matter of this Agreement on behalf of GST, or in any manner to enlarge, vary or modify the terms of this Agreement, and to terminate this Agreement on behalf of GST, and then only by an instrument in writing.

Thank you for your interest in partnering with GST, Inc. We look forward to receiving your application and discussing the next steps for our partnership.