Considering that the owner wishes to highlight the confidentiality and ownership specifics of Equipment Roadloft Inc.

Considering that the Affiliate attests to complying with the conditions of this agreement;

Considering that the parties wish to confirm their agreement ;

Considering that the parties have the capacity and the quality to exercise all the necessary rights for the conclusion and execution of the agreement recorded in this contract;

ACCORDINGLY, THE PARTIES AGREE AS FOLLOWS:

I. PREAMBLE

The preamble is an integral part of this contract.

II. CONFIDENTIALITY, NON-COMPETITION, AND NON-SOLICITATION

Confidentiality

1. The Affiliate acknowledges that Equipment Roadloft Inc. is the exclusive owner of trade secrets and other confidential information, including, without limitation, information regarding the company’s activities, inventions, technologies, processes, methods, developments, market studies, financial and marketing information, business practices, the identity of its customers and suppliers, the identity of potential customers and suppliers with whom Equipment Roadloft Inc. negotiates, the content or existence of its contracts, submissions, orders, or negotiations, pricing practices, prices, production costs, and any other information related to its business (collectively, “Confidential Information”).


2. The Affiliate agrees and undertakes, by these presents, at all times, even after the end of its service, to keep the confidential information secret, not to disclose or divulge the Confidential Information directly or indirectly, or permit access to it by any company, entity, or other person (each hereinafter referred to as a “Person”), and not to use any part of the confidential information for its own purposes or for the purposes of any third party in any way.


3. However, the obligations stipulated above will not apply to confidential information that, at the time the Affiliate becomes aware of it, is part of the public domain or to confidential information that subsequently becomes part of the public domain without fault or unjustifiable act attributable to the Affiliate.


4. At the end of its service for any reason whatsoever, the Affiliate will surrender to the service requester all documents, records, reports, and notes concerning the service requester and its affairs, as well as any electronic or paper copies thereof, and all property belonging to it in its possession or under its control. This confidentiality obligation continues beyond the end of its service for any reason whatsoever.

Non-Competition

The affiliate undertakes not to reproduce, attempt to reproduce, act with the intention of reproducing in whole or in part, the product(s) sold by Equipment Roadloft Inc. during the entire duration of the partnership and for a period of 36 months following the end of said partnership.

Furthermore, the Affiliate undertakes not to, directly or indirectly, for a period of 24 months following the end of its service, in any way:

1. Solicit any person who is an Affiliate of Equipment Roadloft or induce or attempt to induce such Affiliate to terminate its partnership with it, or participate, in any capacity whatsoever, in any solicitation, attempt to solicit, or inducement by a third party of such Affiliates.


2. Induce or attempt to induce any person who is an employee or an Affiliate to cease their employment with it, or participate, in any capacity whatsoever, in any solicitation, attempt to solicit, or inducement by a third party of such suppliers for such purposes.


3. Induce or attempt to induce any person who is a supplier of Equipment Roadloft Inc. to cease doing business with it, or participate, in any capacity whatsoever, in any solicitation, attempt to solicit, or inducement by a third party of such suppliers for such purposes. It is agreed that for the period following the end of its employment, this paragraph will only apply to persons who were suppliers thereof at any time during the twelve (12) months preceding the end of its contract.

Any breach of the above commitment by the Affiliate entails an automatic penalty equal to the higher of the two (2) following amounts:

• The total sum of ONE HUNDRED THOUSAND DOLLARS (100,000 $);
• A sum equal to the total obtained by multiplying the number of days during which said breach lasted, by FIFTY THOUSAND DOLLARS (50,000 $).

III. INTELLECTUAL PROPERTY

All rights, titles, or interests that the Affiliate may conceive in connection with Equipment Roadloft Inc. during its service, as well as all copyright rights in works that may be subject to copyright of any kind, whether registered or retained in any way, and all trademarks or other intellectual property rights that arise during, due to, or in connection with its service are hereby transferred and assigned to and will be the sole and exclusive property of Equipment Roadloft inc.

The Affiliate hereby waives all moral rights that it may have in the intellectual property covered by these presents. The Affiliate’s obligation to execute the aforementioned documents concerning all patents as well as all copyright, trademarks, or other intellectual property rights covered by these presents continues beyond the end of its employment and/or partnership for any reason whatsoever.

IV. REASONABLENESS, REMEDIES, AND RETURN OF SERVICE REQUESTER’S PROPERTY

Reasonableness

The Affiliate acknowledges that the commitments provided for in paragraphs 2.1 to 3 inclusive are reasonable in their purpose, scope, and duration, considering the aforementioned consideration and the activities previously carried out by Equipment Roadloft Inc. The Affiliate expressly acknowledges that this commitment will not prevent it from reasonably earning a living.

In the event of the Affiliate’s failure to comply with any of the clauses herein, Equipment Roadloft Inc. shall have the right, in addition to all remedies provided by law and damages, to obtain interim, interlocutory, and permanent injunctions enjoining and preventing the Affiliate and any involved person from continuing such activity or act. The Affiliate acknowledges that in the event of such a breach, injunction is the only effective remedy available to the service requester to cease said breach.

V. AFFILIATE’S OBLIGATION

Promotion

1. The Affiliate undertakes to promote the products of Equipment Roadloft Inc. through platforms owned by the Affiliate, as applicable; the website, Meta platforms (Facebook, Instagram, and others), Google platforms (YouTube and others), TikTok, and any other social media platforms.


2. The Affiliate commits to promoting the products of Equipment Roadloft Inc. while fully complying with the pricing policies set by Equipment Roadloft Inc. and the current sales policies of Equipment Roadloft Inc.


3. The Affiliate pledges to exclusively promote the products of the “removable conversion kit” type for (Minivan, SUV, Hatchback, and Pick-up) under the Roadloft brand.


4. The Affiliate agrees to keep its publications and promotions up to date to ensure compliance with the policies of Equipment Roadloft Inc.


5. No charges or invoices can be transmitted to Equipment Roadloft Inc. without prior submissions and approval from Equipment Roadloft Inc.

VI. EQUIPMENT ROADLOFT INC.’S OBLIGATION

Payments

Equipment Roadloft Inc. commits to making commission payments as per the agreement established between the two parties.

Payment Frequency

Equipment Roadloft Inc. commits to making payments every 3 months, i.e., 4 times per year.

Maintenance of the Roadloft.com Platform

Equipment Roadloft Inc. undertakes to maintain and upkeep the roadloft.com platform to enable the Affiliate to redirect its clientele to complete transactions.

Information Support

Equipment Roadloft Inc. commits to responding to all information requests from the Affiliate and clients associated with the Affiliate via info@roadloft.com.

VII. Commissions and Tracking Duration

Commission

Equipment Roadloft Inc. commits to providing a 3% commission on the total gross sales exceeding $500 (accessories and kits) (before taxes and delivery charges) associated with the Affiliate.

Tracking

Equipment Roadloft Inc. commits to tracking and associating with the Affiliate every customer coming from an affiliate link.

CONTRACT DURATION

This contract comes into effect on the date of its acceptance.

This contract is of indefinite duration.