WIXLIB

DEALER AGREEMENTThis Dealer Agreement (hereafter “Agreement”) entered into thisday of,,by and between A.U.L. Corp., Wisconsin A.U.L., Inc., and AUL Insurance Agency, Inc. (hereinafter collectively referred to as“Administrator”) and(hereinafter referred to as “Dealer”) with respect to the following:WHEREAS, Administrator has entered into a Warranty Administration Agreement relating to the establishment and administrationof a Vehicle Warranty Program (hereinafter referred to as the “Program”) pursuant to which Dealer may purchase certain warrantyproducts administered by Administrator (each, a “Warranty Product”, and, collectively, the “Warranty Products”) for certain eligiblevehicles and sell such eligible vehicles to its customers covered by such Warranty Products. The terms and conditions of the WarrantyProduct are set forth in the Warranty Enrollment Form provided to Dealer by Administrator, as may be updated from time to time (the“Warranty Enrollment Form”);WHEREAS, Dealer will be permitted to utilize the software platform provided by Intersection Technologies, Inc. d/b/a F&I Express (the“F&I Express Software”) to select and purchase Warranty Products from Administrator which have been matched to certain eligiblevehicles in Dealer’s inventory (each vehicle for which a Warranty Product is purchased, a “Program Vehicle”);WHEREAS, Dealer, pursuant to the terms set forth herein, agrees to remit to Administrator the price purchase for each WarrantyProduct purchased set forth in the F&I Express Software (hereafter referred to as “Warranty Cost”);WHEREAS, Dealer agrees to perform the requirements set forth herein and in the Warranty Enrollment Form in furtherance of theProgram;NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receiptand sufficiency of which is hereby acknowledged, the parties hereto agree as follows:I.OBLIGATIONS OF THE DEALERDealer:A.Agrees to offer Program Vehicles to its retail customers only (hereinafter referred to as “Purchasers”) during the term ofthis Agreement.B.Agrees to follow the underwriting and claims guidelines (hereafter referred as the “Guidelines”), issued by theAdministrator from time to time on forms supplied by the Administrator. Any violation of the Guidelines by the Dealer willresult in the denial of coverage for the ineligible vehicle. Denied coverage shall be the sole responsibility of the Dealer.C.Agrees to remit the Warranty Cost to Administrator for every Warranty Product purchased hereunder on a monthly basis.If Dealer fails to remit the Warranty Cost for all Warranty Products purchased in a given month, Administrator reservesthe right to suspend Dealer’s use of the F&I Express Software to purchase Warranty Products until all amounts duehereunder have been paid to Administrator.D.Agrees to include the cost of each Warranty Product in the sales price of the Program Vehicle to which it relates. Dealermay not market or sell any Warranty Product to any Purchaser separate from the Program Vehicle to which it relates orcharge any Purchaser for any Warranty Product separately from the sales price of the Program Vehicle to which it relates.E.Agrees that, in connection with Dealer’s marketing Warranty Products included with Program Vehicles, Dealer may onlyuse those advertising and marketing materials which have been provided by Administrator. Subject to Dealer’s compliancewith this Agreement, Dealer may market and merchandize each Program Vehicle as being sold “with warranty”.F.Agrees to transmit monthly to the Administrator on forms supplied by the Administrator, transmittal forms and completedWarranty Enrollment Forms. Failure to submit the above to the Administrator within thirty (30) days of the purchase fromDealer of the vehicle to which such Warranty Product and Warranty Enrollment Forms relate date may result in denial ofcoverage.G.Agrees, when necessary, to change engine oil and oil filter and replenish all fluid levels prior to delivering a ProgramVehicle to a Purchaser. Any misrepresentation or concealment of a material fact by the Dealer for the purpose of securingthe sale of a Program Vehicle shall constitute a material breach of this Agreement.H.Agrees to contact the Administrator for prior approval before servicing any mechanical failure covered under any WarrantyProduct.I.Agrees to retain all records relating to the Warranty Products and Program Vehicles on the subject matter of thisAgreement until one (1) year following the expiration of such Warranty Products for the purpose of review and audit byAdministrator. Dealer further agrees to permit Administrator or its authorized representatives to enter Dealer’s place ofbusiness to inspect and examine these records during normal business hours and upon reasonable notice.J.Acknowledges and agrees that during the performance of its duties under this Agreement, Administrator may disclose toDealer certain confidential and proprietary information concerning the Program, including without limitation,administrative, agent, and insurance fees, reserve amounts, and other information which would impart a competitiveadvantage to others in this industry who do not know it (hereafter referred to as "Confidential Information"). Dealeragrees to hold all such Confidential Information in confidence, and to refrain from disclosing it to any third parties withoutthe prior consent of Administrator. Dealer also agrees to refrain from using the Confidential Information for any purposeoutside of the performance of its duties under this Agreement. Dealer’s obligation to protect the Confidential Information,and to refrain from using it for any purpose outside of the performance of its duties under this Agreement, shall survive 2016 Associates Underwriting Limited, L.L.C.AUL-DA-01-2016-WAP

the termination of this Agreement. Dealer acknowledges and agrees that any disclosure or misappropriation of any of theConfidential Information in violation of this Agreement may cause Administrator irreparable harm, the amount of whichmay be difficult to ascertain, and therefore agrees that Administrator shall have the right to apply to a court of competentjurisdiction for specific performance and/or an order restraining and enjoining any such further disclosure or breach.Dealer expressly waives the defense that a remedy in damages will be adequate, and any requirement in such an actionfor the posting of a bond by Administrator.K.Agrees to certify that all eligible vehicles sold with a Warranty Product have been inspected and reconditioned BEFOREdelivery. Failures occurring in the first thirty (30) days of coverage may, at the Administrator’s discretion, require a copyof Dealer’s reconditioning report for claims consideration, and Dealer agrees to provide such report. Denied claims shall bethe sole responsibility of the Dealer. Reconditioning includes, but not limited to, the following:1. Engine Oil – Inspect and change oil and filter if needed.2. Automatic Transmission – Check shift pattern and inspect the fluid. Change fluid and service if needed.3. Correct any malfunction before delivery.II.L.Dealer agrees to perform and/or ensure its representatives perform the following procedures for each Program Vehiclesold (prior to the sale thereof): (i) print a paper copy of the Warranty Enrollment Form and complete Purchaser’sinformation on the printed Warranty Enrollment Form, (ii) provide to the Purchaser a paper copy of the completedWarranty Enrollment Form and all disclosures that must be made in connection with the sale of the Program Vehicle at thetime of sale, (iii) obtain and document the Purchaser’s informed consent to the terms of the Warranty Enrollment Formand related documents, (iv) retain for the purpose of review and audit by Administrator the original completed WarrantyEnrollment Form, documentation of Dealer having obtained the Purchaser’s informed consent to the terms of the WarrantyEnrollment Form, and all related records created under this Agreement for one (1) year following the expiration of suchWarranty Product, and (v) permit Administrator or its authorized representative to enter Dealer’s place of business toinspect and examine these records during normal business hours and upon reasonable notice.M.Agrees to communicate to any Purchaser submitting a claim all coverage decisions of Administrator under a WarrantyProduct.N.Agrees and acknowledges that, as between Dealer and Administrator, Dealer shall own any transaction data or otherinformation generated in connection with Dealer’s purchase of Warranty Products (including, without limitation, Dealer’suse of the F&I Express Software in connection therewith). In addition, Dealer grants Administrator the perpetual,worldwide, irrevocable right and license to (i) use the transaction data or other information generated in connection withthe sale of Program Vehicles for its internal business purposes; (ii) disclose such data and information to third parties;provided, that, prior to any such disclosure, Administrator has anonymized and aggregated the data and information sothat neither Dealer nor any Purchaser can be identified by such disclosure; and (iii) sublicense the foregoing rights to anyparty to the Program Agreement relating to the establishment and administration of the Program.OBLIGATIONS OF THE ADMINISTRATORAdministrator:A.Agrees to install, maintain, and administer the Program.B.Agrees to supply to the Dealer: Warranty Enrollment Forms, Guidelines, Warranty Cost information, forms, transmittals,rate charts, advertising materials and other such forms as the Administrator may hereafter supply for use in the Programgenerally in the quantities needed from time to time by the Dealer.C.Agrees to assist the Purchaser in receiving benefits provided under a Warranty Product, in accordance with Administrator’scurrent service department guidelines.D.Dealer acknowledges that Administrator assumes no obligation for (i) the workmanship, quality of repairs or replacementof parts; (ii) any bodily injury or property damage caused directly or indirectly by mechanical failure or malfunction, orany other cause, of a vehicle or any part thereof; (iii) any marketing or merchandizing of Program Vehicles or WarrantyProducts; and (iv) Dealer’s use of the F&I Express Software.E.In association with the right to promote and market the Program Vehicles, and subject to any and all quality controls ortrademark usage guidelines which Administrator currently imposes or may in the future impose, Administrator grantsDealer a non-exclusive and non-transferable license to use the names, trademarks, websites and logos identified in ExhibitA, the ("AUL Names, Marks, and Artwork") and any other intellectual property, which AUL may from time to time licensein writing to the Dealer to use in marketing the Contracts), subject to the following restrictions.1. The AUL Names, Marks, and Artwork may be used only in connection with the promotion and marketing of the ProgramVehicles pursuant to the terms of this Agreement; and2. The right to use the AUL Names, Marks, and Artwork will immediately cease upon termination of this Agreement,regardless of the reason for or manner of termination.3. Any and all goodwill generated by Dealer’s use of the AUL Names, Marks, and Artwork will inure to the benefit of AUL.III.DEALER’S OBLIGATIONS RE VALID WARRANTY CLAIMS“Valid Warranty Claims” are defined as those claims which have been approved by the Administrator prior to the repair beingcompleted, on Warranty Products that are in force and have been received and accepted by the Administrator, and fully paidfor by the Dealer.Dealer agrees to the following additional obligations upon receiving a valid warranty claim from a Purchaser: 2016 Associates Underwriting Limited, L.L.C.AUL-DA-01-2016-WAP