Dealer Application

Cagal, Tabletop Billboards – Dealer Terms and conditions of use. Applicants that choose to pay for their Dealership with a personal check understand that their dealer materials will ship only after their check has cleared their financial institution (approx. 10 days) Checks returned for insufficient funds will be assessed a $35.00 fee and applicant must pay by certified check or money order.

1) Once I receive my dealership package I agree not to reproduce in whole or in part any of the components or processes of the dealership program. Neither will I hire nor assist any other person or entity to reproduce either whole or in part any component or process of said program, nor
compete with CAGAL in any way for a period of 5 years from the date of receiving this agreement.

2) I understand by enrolling in this dealer program that I am buying a business opportunity and no earnings claims are guaranteed or represented. I understand that my income is and will be based solely on my own personal efforts.

3) The use of the name and logos and likenesses of CAGAL and TABLETOP BILLBOARDS is strictly prohibited and severely penalized under the copyright laws of the United States of America. Dealers must obtain written consent from CAGAL prior to any use of said likenesses outside of the sales materials that are received from CAGAL for the express use of sales generation. Upon purchase of dealer program and license, dealer is issued the right to use the Tabletop Billboards logo for the duration as long as the license is renewed on a monthly basis.

4) Any and all payments for services and products shall be made to dealer. Dealers are required to purchase services and products for Tabletop Billboards from CAGAL, failure to comply shall constitute a breach in this dealer contract with CAGAL and immediate termination can result and Dealer shall be liable for said monies. CAGAL shall be held harmless in producing services and products for customer, until payment is received from Dealer. Automatic monthly payments for dealer programs will continue indefinitely until dealership is revoked or cancelled.

5) Dealers agree to use the graphic design services and printing services of CAGAL while operating as an independent dealer for CAGAL. Failure to use CAGAL services will constitute a breach in our no compete clause and legal action may be taken. Dealers are permitted to design advertisements for their clients and earn the design fees, providing they are designed accord to the CAGAL standards, and all designs must be preapproved by CAGAL.

6) CAGAL reserves the right to revoke any independent dealers’ authorization and territory for non-performance. Starter Dealer Programs may be revoked if there is no activity for a period of (6) months from application date. Exclusive Dealer Programs may be revoked if there is no activity for a period of (6) months from application date. In either instance CAGAL reserves the right to claim payments received from Dealer as loss of business expense.

7) Cancellation of Annual Payments (Standard and Exclusive Dealerships) – Applicant/Dealer may elect to cancel their dealership at any time after the first year. If Dealer elects to cancel then dealer must return all unused materials, postage paid, to Cagal. Dealer must inform Cagal in writing of their election to cancel their dealership. All dealership fees paid to date will be applied to Cagal as loss of revenue.

8) Dealers that chose the Business Reseller Program understand they must purchase dealer materials from Cagal LLC and Tabletop Billboards. This includes generic sales literature and/or customized sales literature.

CONFIDENTIALITY, NON-DISCLOSURE, INVENTIONS & NON-COMPETE AGREEMENT

The undersigned is a potential/current employee, independent contractor, dealer or client (“undersigned”) of CAGAL, and its subsidiaries (“CAGAL”). This Agreement is intended to formalize in writing certain understandings and procedures that have been in effect since the undersigned was initially employed or engaged by CAGAL. In consideration of the undersigned’s original and continuing employment with or work for CAGAL in a capacity in which he or she may receive or contribute to the production of Confidential Information (as defined below), the undersigned agrees as follows:

1. For purposes of this Agreement, “Confidential Information” shall mean information or material proprietary to CAGAL or designated as Confidential Information by CAGAL and not generally known other than by CAGAL’ employees, dealers and independent contractors, which the undersigned receives, has knowledge of or access to, develops or creates through or as a result of the undersigned’s employment with or work for CAGAL. The Confidential Information includes, but is not limited to, the following types of information and other information of a similar nature (whether or not reduced to writing): discoveries, ideas, concepts, software in various stages of development, computer programs, designs, specifications, data, source code, object code, documentation, know-how, lists, pricing, methods, financial information, research, development, marketing and strategic matters, customer names and any other plans, procedures or matters that may come to the attention of the undersigned during the course of his or her employment with or work for CAGAL. Confidential Information also includes any information described above that CAGAL obtains from clients or other parties and which CAGAL treats as proprietary or designates as Confidential Information, whether or not owned or developed by CAGAL.

2. The undersigned agrees during his or her employment with or work for CAGAL and thereafter to hold in confidence and not to directly or indirectly reveal, report, publish, disclose or transfer any of the Confidential Information to any person or entity, or utilize any of the Confidential Information for any purpose, except in the course of the undersigned’s work for CAGAL.

3. All notes, data, reference materials, memoranda, documentation and records in any way in orating or reflecting any of the Confidential Information shall belong exclusively to CAGAL, and the undersigned agrees to turn over all copies of such materials in the undersigned’s control to CAGAL upon request or upon termination of the undersigned’s employment with or work for CAGAL.

4. The undersigned agrees that any inventions or ideas in whole or in part conceived or made by the undersigned during or after the term of his or her employment with or work for CAGAL that are made through the use of any of the Confidential Information or any of CAGAL’s equipment, facilities, trade secrets or time, or which result from any work performed by the undersigned for CAGAL, shall belong exclusively to CAGAL and shall be deemed part of the Confidential Information for purposes of this Agreement. The undersigned also acknowledges that, by virtue of employment by CAGAL, the undersigned will gain knowledge of the identity, characteristics and preferences of its customers, among other Confidential Information, and that the undersigned would inevitably have to draw on such Confidential Information if the undersigned were to (I) solicit or service CAGAL clients or customers on behalf of a competing business enterprise, or (II) perform services for a competing business enterprise. Accordingly, the undersigned agrees that for twenty four months following the termination for any reason whatsoever of the undersigned’s employment with CAGAL (whether by CAGAL or the undersigned and whether with or without cause), the undersigned will not (I) solicit the business of or perform any services for actual or prospective customers of CAGAL as to whom the undersigned had access to Confidential Information during the course of employment with CAGAL, and (II) perform services for a competing business enterprise. The undersigned also agrees that, during this sixty month period, he or she will not encourage or assist any person or entity in competition with CAGAL to solicit or service any actual or prospective customer of CAGAL covered by this Section.

5. Because of the unique nature of the Confidential Information, the undersigned understands and agrees that CAGAL has a compelling business interest in preventing the use or disclosure of its Confidential Information and CAGAL will suffer irreparable harm in the event that the undersigned fails to comply with any of his or her obligations under Section 2, 3, 4 or 5 above and that monetary damages will be inadequate to compensate CAGAL for such breach. Accordingly, the undersigned agrees that CAGAL will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief to enforce the terms of Sections 2, 3, 4 or 5.

6. If any provision of this Agreement is held to be unenforceable by a court, the remaining provisions shall be enforced to the maximum extent possible. If a court should determine that any provision of this Agreement is overbroad or unreasonable, such provision shall be given effect to the maximum extent possible by narrowing or enforcing in part that aspect of the provision found overbroad or unreasonable.

7. This Agreement shall be governed by New Hampshire law without reference to its choice of law rules. This Agreement contains the full and complete understanding of the parties with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written.

I authorize CAGAL at it’s discretion, to verify the information provided on this form including credit, references and criminal background check.