Vendor Agreement

This Agreement is entered into this ____ day of _________ , 20___, between (Agent), a limited-liability company located at (Address)and acting on behalf of (Company) hereinafter called "Provider, and ______________________________, located at hereinafter called "VENDOR". 1. Definitions 1. The term Provider here means a business providing an online portal for the sales of vendor goods and services. 2. The term Vendor means the entity or person who sells goods and services to or through other persons and companies. 3. The term Vendor Permit is the certificate of authorization issued to Provider to sell goods and services on behalf of Vendor. 4. The term Sales Portal means Providers website. 5. The term Items List refers to list of goods and services ordered by shopper through online sales portal. 6. The term voucher means a printed record of the value of items list purchased through Providers online portal. 7. The term recipient means the beneficiary of the items list purchased through Providers online portal.

2. Scope 1. To promote the patronization of local (Country)n businesses through the online sale of goods and services through a voucher-based system. 2. To provide a central portal for local businesses to list their goods and services thereby reducing the costs associated with selling online.

3. Eligibility 1. To be eligible for the Providers services, Vendor must meet the following criteria: 1. Vendor must operate place of business (wholesale, store, office) within the boundaries of (Country). 2. Vendor must have either Internet access or a telephone easily accessible for sales and support staff of Provider.

4. Provider Responsibilities 1. Provider will, at its expense, develop and maintain the online sales portal. 2. Provider will, at its expense, place and maintain Vendor product images, information and links on its online sales portal. 3. Provider will, at its expense, receive and dispatch to vendor orders received online supported by voucher and items list for pickup by recipient. 4. Provider will, at its expense, provide access to sales reports online or otherwise of Vendor vouchers and grocery or purchase list. 5. Provider will remain unbiased as to products and services rendered by Vendor. 1

6. Provider will be responsible marketing and promotional expense required to showcase Vendors goods and services.

5. Vendor Responsibilities 1. Vendor agrees to implement efficient system of receiving and verifying vouchers and Items List. 2. Vendor agrees to honor all valid vouchers valid and items list presented by patrons for the duration of this agreement and not less than two (2) full years after the termination of this agreement. 3. Vendor agrees it will not charge patrons bearing a voucher sold through provider any fees, handling charges, or convenience charges to complete their transaction. 4. Vendor agrees to prominently display any marketing materials and acceptance notices, including, but not limited to, window decals, product placards, and business cards showcasing the services of the Provider. 5. Vendor agrees to only the exchange of vouchers for gifts and services and never for cash. 6. Vendor confirms that he/she has the legal right to sell the merchandise and that the merchandise may be legally sold in (Country). 7. Vendor in the capacity of a seller is not acting as an employee or agent of Provider and shall make no representations which may indicate an endorsement or guarantee by Provider of the merchandise sold. 8. Vendor must prominently display at all times their policy regarding returns, refunds and/or exchange of merchandise such policy to be no different from that employed in relation to sales made via other means. 9. Upon signing this agreement, Vendor shall issue a Vendor Permit which specifies summary terms for the sale of merchandise through Providers online portal, with an approved copy posted at the vending (Providers) website.

6. Rate Structure 1. Vendors will incur the following fees: 1. A one-time setup charge of *** ($00.00). 2. Provider will levy a service charge of *** percent (00.00%) of the face value of all coupons sold or issued through the website. 3. A charge of *** ($00.00) for any additional supporting document other than the standard documents (voucher and items list) provided by the Provider. 7. Pricing Policy 1. Vendor warrants that all prices, benefits or allowances for its merchandise through *****are not less favorable than those prices, benefits or allowances currently extended by Vendor to any other customer for the same merchandise through another online sales portal. 2. All prices will be provided by Vendor on the signing of this Agreement. Any change in prices will require ****days notice in writing under an approved signatory.

8. Payment Policy 1. All online sales processed by Provider will incur the fees outlined in Section 5. Of this agreement. 2. Vendor agrees to accept check drawn on Providers account as payment for goods and services sold through online portal. 2

3. All fees will automatically be deducted from payment checks to the Vendor. 4. Provider will issue checks to Vendor on the following schedule: 1. For monthly sales totaling less than *** dollars (US$000.00) a check will be issued on the *** (***) of the following month. 2. For monthly sales in excess of *** dollars ($000.00) checks will be issued: 1. On the twentieth (20th) of the month for the period of the first (1st) to the fifteenth (15th). 2. And; on the fifth (5th) of the month for the period of the sixteenth (16th) to the end of the calendar month. 5. Provider will not charge sales tax on any voucher sold and it is the sole responsibility of the Vendor to collect and track all sales tax amounts due to their taxing authority. 6. In the event that any monies are due to the Provider from Vendor, it will be deducted from the payment automatically, or, if no payment is due Vendor will be invoiced for any amount outstanding.

9. Packaging 1. Vendor agrees that Provider shall not be liable for the inspection or packaging of merchandise before delivery and that all warranties, representations and conditions, statutory, legal or otherwise and whether express or implied, shall survive inspection, installation, acceptance, and payment by Providers customers. 2. The offer By Provider of Vendors goods and services for sale shall not relieve Vendor from any obligations under any warranties, representations, conditions or guarantees. Further, Vendor warrants, represents and guarantees that the design, manufacture and packaging (including all warnings and disclaimers) of Vendors merchandise complies with all applicable local laws, codes, ordinances, rules and regulations. 3. Vendor, by selling through Providers online sales program, warrants, represents, and guarantees the following: 1. That the price and other terms and conditions of sale, and all guarantees, warranties, labels, packaging, instructions, and warnings furnished in connection therewith, comply with all Laws; 2. That, if required by Law or legal precedent, the labels, packaging, instructions and warnings accompanying Vendors merchandise are multilingual and/or contain universally accepted symbols. 3. That the weights, measures, signs, legends, words, particulars, or descriptions, if any, stamped, printed, or otherwise attached to the merchandise or containers or referring to the merchandise delivered hereunder are true and correct and comply with all Laws. 4. That Vendor has obtained and is in compliance with any license which may be required for the sale or resale of Vendors merchandise in each state where Gander Mountain does business. 5. That the merchandise delivered not infringe any actual or alleged patent, design, trade name, trademark, trade dress, copyright, trade secret, other intellectual property or any right or entitlement of any third party.

9. Insurance 1. Vendor shall procure and maintain Commercial General Liability and specific Products Liability insurance. 10. Bookkeeping 1. Vendor and Provider shall keep full and accurate books of account and all documents and other materials relating to any vouchers sold through (Company) for a period of not less than seven years. Both Vendor and Provider, or their authorized representatives, shall have the right, upon reasonable notice, to audit and inspect such books, documents and other materials during normal business hours, including the right to make copies, to verify each others compliance with all the terms and conditions of the Vendor Agreement. 11. Privacy 1. Provider may collect personally identifiable information concerning Vendors patrons during the course of sale. 2. Provider will keep all personally identifiable information as secure as the industry deems acceptable. 3. All personally identifiable information collected by Provider becomes the sole property of the Provider and may be used by Provider, its partners, subsidiaries, or agents. 1. Personal information will NEVER be disclosed to third parties except where required by law. 12. Warranty Disclaimer 1. The service is provided on an AS IS and AS AVAILABLE basis without warranties of any kind, either express or implied, including but not limited to warranties of title, no infringement, implied warranties of merchantability or fitness for a particular purpose or any warranties arising from course of dealing or usage of trade. No advice or information given by Provider, its affiliates, its licensers, its contractors, or their respective employees warrants that the service will be uninterrupted or error free or that any information, software or other material accessible on via the service is free of viruses, cancel bots, worms, trojan horses or other harmful components. 13. Limitation of Liability 1. Under no circumstances shall provider, its affiliates, its licensers, its contractors, or their respective employees be liable for any direct, indirect, incidental, special, punitive or consequential damages that result in any way from vendors use of or inability to use the service or to access the internet or any part therefore, or vendors reliance on or use of information services or merchandise provided on or through the service, ort that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission, any failure of performance, computer virus, communication line failure, theft or destruction or unauthorized access to alteration of or use of vendors account, whether for breach of contract, negligence or under any other cause of action.

In the event provider is found liable under any circumstance under the terms of this agreement, providers liability shall be limited to the total fees charged by provider to the vendor during the course of the current fiscal year. 2. If Vendor is dissatisfied with the service or with any terms, conditions, rules, policies, guidelines or practices of Provider in operating the service, Vendors sole and exclusive remedy is to discontinue using the service. 14. Miscellaneous 1. Unless the context requires otherwise, words denoting the singular may be construed as plural and words of the plural may be construed as denoting the singular. Words of one gender may be construed as denoting another gender as is appropriate within the context. The word or when used in a list of more than two items may function as both a conjunction and a disjunction as the context requires or permits. 2. The headings of articles, sections, and subsections used within this agreement are included solely for the convenience and reference of the reader. They shall have no significance in the interpretation or construction of this agreement. 3. This agreement shall be governed by and construed in accordance with the laws of (Country) without regard to its conflicts of law provisions. Any cause of action Vendor may have with respect to the agreement must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. 4. Venue for litigation of any dispute, controversy, or claim arising out of, in connection with, or in relation to this Agreement, or the breach thereof, naming Provider as the defendant, shall be proper only in a venue determined by Provider. 5. Provider shall not be liable or deemed to be in default for any delay or failure in performance under this agreement or interruption of service resulting directly or indirectly from acts of God, civil or military authority, acts of public enemy, war, riots, civil disturbances, insurrections, accidents, fire, explosions, earthquakes, floods, the elements, strikes, labor disputes, shortages of suitable parts, materials, labor or transportation or any cause beyond the reasonable control of Provider. 6. In the event that any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the remainder of the provisions shall remain in full force and effect. 7. Providers failure to insist upon or enforce strict performance of any provisions of this agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this agreement. 8. In any action between Provider and Vendor to enforce any of the terms of this agreement, Provider shall be entitled to recover expenses, including reasonable attorneys fees or collection fees. 5

15. Modification 1. Provider may modify this agreement from time to time and Vendor's continued use of the program shall be deemed Vendor's acceptance of any such modifications. It is the Vendor's responsibility to check regularly to determine whether this agreement has been modified. If Vendor does not agree to any modification of this agreement, Vendor must notify Provider immediately in writing of their request to discontinue their participation in this program. In the event of such a discontinuation section 5.2's two (2) year term will still apply.

This agreement constitutes the entire legal agreement between Provider and Vendor with respect to services provided. Dated this ___________ day of ______________________, 20____________ Signed on behalf of (Agent) Limited By And In the presence of: _________________________________ ) (Company Seal) ) ) ) _________________________________ _________________________________

Signed on behalf of (Agent) Limited By And In the presence of:

) ) ) _________________________________ _________________________________

_________________________________

(Company Seal)

VENDOR APPLICATION GENERAL INFORMATION

The Vendor Application will assist (Agent) Limited acting on behalf of (Company) in gathering the necessary information needed in order to get to know you, your company and the goods and/or services you provide. For your convenience, you may either print the form to hand write the information and your signature, or you may tab from field to field to type the information, and then print it to add your hand written signature. The information you supply will help (Agent) Limited add to its growing network of stable, experienced and reliable Vendors to satisfy the needs of our online shoppers for high quality goods and services. (Agent) Limiteds goal is to engage Vendors who shall service our clienteles needs at the highest standard while offering goods and services at the most competitive prices. Award Criteria (Agent) uses the following criteria when considering a Vendors application to sell goods and services through its online sales portal: Vendors ability to meet or exceed the Goods/Services Requirements; Apparent quality, dependability, consistency and timeliness in providing the goods/services; Vendors reputation, experience and financial stability; cost competitiveness; and Confidentiality Anything information submitted to (Agent) that a Vendor considers to be confidential because of its proprietary nature should be marked confidential. (Agent) will not disclose such confidential documents to third parties, unless such disclosure is compelled by applicable legislation, order of a court of competent jurisdiction, or other valid legal process. Once you have completed the following application form and gathered the information, please send it to us at the following address: (Agent) Limited Address Address 2

(Agent) Limiteds professional staff will review your material at their earliest possible opportunity. If they have any questions or need more information, they will be sure to contact you. They will make every effort to ensure the best representation of your goods and services your company offers.

VENDOR APPLICATION FORM

Full Company Name Primary Location Parish City/Town Postal Code Telephone Number Facsimile Number Website (if applicable) Primary Contact Full Name Title Telephone Number Facsimile Number Other Number (pager, cellular) E-mail Address Alternate Contact Full Name Title Telephone Number Facsimile Number Other Number (pager, cellular) E-mail Address

2. Business Locations (staffed company office facilities)

Parish City/Town

3. Business Overview Provide a brief description of your organization, highlighting the products and services provided. _______________________________________________________________________________________ _______________________________________________________________________________________ _______________________________________________________________________________________ 4. What is the main focus of your company? _______________________________________________________________________________________ _______________________________________________________________________________________ _______________________________________________________________________________________ 5. References Provide a list of major accounts (preferably in (Country)) which may be called upon as references. Include contact name, telephone and facsimile number, email address, and type of goods/services that you have supplied to them. 6. Financial Information Please provide the most recent set of your financial statements. Please provide any other information that you feel would indicate stability of your company. Signature of Authorized Vendor Representative

______________________________________ Name (please print) ______________________________________ Signature

_____________________________________ Company Name _____________________________________ Date