BlueHopper TIPS Authorized Reseller Agreement

Oct 18, 2026 · @Swap

Parties and Background

This TIPS Authorized Reseller Agreement (“Agreement”) is between BlueHopper Solutions, LLC, a Texas limited liability company at 17330 Preston Rd, Suite 120A, Dallas, TX 75252 (“BlueHopper”), and the reseller identified at acceptance (“Reseller”).

BlueHopper holds TIPS Contract No. 260105, Technology Solutions, Products, and Services, awarded by The Interlocal Purchasing System (“TIPS”), a department of Texas Region 8 Education Service Center. The contract runs through May 31, 2031, subject to renewal by TIPS.
TIPS lets public entities and qualifying non-profits buy from BlueHopper without running their own bid. TIPS allows BlueHopper to authorize resellers, but BlueHopper remains legally responsible to TIPS for every reseller sale, report and fee.
This Agreement sets the only terms on which Reseller may sell under BlueHopper’s TIPS Contract. It is separate from, and in addition to, the BlueHopper Certified Installer Company Agreement (“Installer Agreement”), and does not amend it.
Order of precedence for a TIPS Sale or TIPS Lead: (1) the TIPS Contract, (2) this Agreement, (3) the Installer Agreement. For all other business, the Installer Agreement alone governs, except for Section 3.5 (Program Member exclusivity).

1. Definitions

“TIPS Contract” means TIPS Contract No. 260105 between TIPS and BlueHopper, including the TIPS Vendor Agreement, TIPS RFP 260105, BlueHopper’s proposal and TIPS-approved pricing, as amended or renewed.
“TIPS Member” means a public entity or qualifying non-profit that has joined or uses TIPS.
“TIPS Pricing” means the prices TIPS has approved for BlueHopper under the TIPS Contract, as published by BlueHopper to Reseller in its current TIPS Price List.
“Products” means BlueHopper and MeshTek products listed in the TIPS Price List.
“Services” means installation, design, programming, commissioning, maintenance and other services, but only to the extent included in TIPS Pricing.
“TIPS Quote” means any quote or proposal to a TIPS Member issued under the TIPS Contract.
“TIPS Sale” means any sale of Products or Services to a TIPS Member that is quoted, ordered, invoiced or referenced under the TIPS Contract, including every change order, add-on, and follow-on order for the same project, across all invoices and legal entities.
“TIPS Sale Value” means the total amount the TIPS Member pays for a TIPS Sale and for all related labor, services and other work on the same project, whether or not billed under the TIPS Contract, less shipping, bond cost and taxes that are separately itemized on both the TIPS Quote and the invoice. Amounts not separately itemized are included.
“Supplemental Agreement” means the purchase order, contract, invoice or other agreement between a TIPS Member and Reseller (or BlueHopper) for a TIPS Sale.
“TIPS Administration Fee” means the administration fee TIPS charges under the TIPS Contract.
“Program Admin Fee” means the fee in Section 6.1.
“TIPS Lead” has the meaning in Exhibit A.
“BlueHopper Parties” means BlueHopper, MeshTek Labs / ilumi Solutions, Inc., their affiliates, and their officers, members, employees and agents.
“Program Notice Address” means Sales@BlueHopper.com, or another address BlueHopper designates in writing.
“Business Day” means Monday through Friday, excluding U.S. federal holidays.

2. Appointment and Eligibility

2.1 Appointment. BlueHopper appoints Reseller, at its sole discretion, as a non-exclusive, non-transferable Authorized Reseller for TIPS Sales. No territory, exclusivity, lead volume or sales volume is granted or guaranteed.

2.2 Conditions before any TIPS Quote. Reseller may not quote, sell or refer to the TIPS Contract until all of the following are met:

Reseller is a Certified Installer in good standing under the Installer Agreement and, itself or through an owner or officer, has more than 2 years of experience in residential or commercial installation of similar products or services.
Reseller has completed BlueHopper’s TIPS program onboarding on this Agreement and Exhibit B.
Reseller has delivered a certificate of insurance and endorsements meeting Exhibit C, a current IRS Form W-9, and the signed certifications in Exhibit D.
BlueHopper has added Reseller in the TIPS Vendor Portal, and Reseller has confirmed it appears on the “RESELLER” tab of BlueHopper’s TIPS vendor profile.

2.3 BlueHopper discretion. BlueHopper may approve, deny, limit (by member type, project size or geography), suspend, or remove Reseller from the TIPS Vendor Portal at any time, with or without cause. Removal ends Reseller’s right to quote immediately.

2.4 Status. Reseller is an independent contractor. Reseller is not an agent, partner, joint venturer or employee of BlueHopper or TIPS, and has no authority to bind either. Reseller shall not describe itself as a TIPS awarded vendor; it may describe itself only as “Authorized Reseller of BlueHopper Solutions, LLC under TIPS Contract 260105.”

2.5 No third-party authority. No distributor, sales representative, dealer or other third party may make any representation, commitment or guarantee on BlueHopper’s behalf, including as to territory, exclusivity, leads, pricing, margin or availability. Only this Agreement and written communications issued by BlueHopper bind BlueHopper.

2.6 Change of control. Reseller shall notify BlueHopper in writing at least 30 days before any merger, reorganization, change of control, or transfer of a substantial part of its business.

3. Scope and Exclusivity

3.1 Scope. This Agreement applies only to TIPS Sales, Program Members and TIPS Leads. Nothing in it restricts Reseller’s business with anyone else, including selling other brands.

3.2 What may appear under BlueHopper’s contract number. Only Products and Services in TIPS Pricing may be quoted or invoiced under TIPS Contract 260105. Reseller shall not place any other item under BlueHopper’s contract number, and shall not substitute any non-BlueHopper product for a Product quoted or ordered.

3.3 Multi-vendor quotes. Another vendor’s goods may appear on the same TIPS Quote only if separately identified with that vendor’s name, its own TIPS contract number, and its own dollar subtotal, as TIPS requires.

3.4 TIPS Leads. TIPS Leads are also governed by Exhibit A, which applies only to TIPS Leads and jobs arising from them.

3.5 Program Member exclusivity. “Program Member” means any TIPS Member for which Reseller has submitted a TIPS Quote or made a TIPS Sale under this Agreement. From that first quote until 36 months after Reseller’s last TIPS Quote or TIPS Sale to that Program Member, Reseller shall offer, supply and install only BlueHopper Products in the Product Category to it, whether or not through TIPS. Reseller shall not pitch, quote, supply or install any Competing Product to that Program Member, including through the member’s own solicitation, another cooperative contract or another vendor.

3.6 Definitions. “Product Category” means permanent and semi-permanent outdoor lighting, including roofline, soffit, track, string, bistro, landscape, architectural, flood and wall-wash lighting, and the controllers, gateways, power supplies, applications and cloud platforms for them. “Competing Product” means any product in the Product Category not supplied by BlueHopper or authorized by BlueHopper in writing.

3.7 Exceptions and enforcement.

BlueHopper may grant a written waiver for a specific job.
Reseller may service Competing Products it installed for a member before that member became a Program Member, but only outside BlueHopper’s TIPS Contract. Reseller shall not use BlueHopper’s contract number, pricing, name or this program in any way for that work.
Reseller agrees Section 3.5 is ancillary to this Agreement, is supported by BlueHopper’s Confidential Information, training and TIPS Leads, and is reasonable in time and scope. If a court finds any part unreasonable, it shall be reformed to the broadest scope the court will enforce (Texas Business and Commerce Code §15.51(c)).
Section 3.5 survives termination. Exhibit A applies to TIPS Leads in addition.

4. TIPS Sale Requirements

4.1 Verify the buyer. Before quoting, Reseller shall confirm the buyer is a TIPS Member. If a public entity asks whether a TIPS contract is available, Reseller shall confirm whether it is seeking a TIPS purchase and, if so, proceed only under this Agreement.

4.2 Quote compliance. Reseller is solely responsible for the TIPS compliance of every TIPS Quote. BlueHopper may review any quote but has no duty to. BlueHopper may reject any PO based on a non-compliant quote, and Reseller bears all resulting costs under Section 11.1.

4.3 Required quote contents. Every TIPS Quote shall show: (1) TIPS Contract No. 260105; (2) “BlueHopper Solutions, LLC” as the TIPS Awarded Vendor; (3) Reseller’s legal name; (4) line-item pricing at or below TIPS Pricing; (5) shipping, bonds and taxes as separate lines; and (6) no TIPS fee, admin fee or program fee as a line item.

4.4 Purchase orders and keeping BlueHopper informed. POs are payable to Reseller unless BlueHopper directs otherwise in writing for a specific TIPS Sale. Reseller shall instruct the TIPS Member to email its PO and the TIPS Quote, merged into one PDF and both referencing TIPS Contract 260105, to Sales@BlueHopper.com, and not to TIPS. Reseller shall send copies of the following to the Program Notice Address:

each TIPS Quote or proposal, when issued;
each PO and change order, within 1 Business Day of receipt;
each invoice to the member, when issued; and
each member payment, within 2 Business Days of receipt, with the remittance.

4.5 No direct contact with TIPS. All reporting, payment and communication with TIPS runs through BlueHopper, which reports each TIPS Sale to TIPS. Reseller shall not contact, send documents to, report to or pay TIPS directly unless BlueHopper instructs it in writing.

4.6 Change orders. Every change order, add-on and follow-on order is part of the TIPS Sale. Each follows Sections 4.2 to 4.5.

4.7 No circumvention. Any request for quote, communication or purchase initiated through or referencing a TIPS contract shall be completed through TIPS. Reseller shall not encourage a TIPS Member to buy outside TIPS, split a TIPS Sale, or re-paper it as a non-TIPS sale.

The Program Admin Fee applies to any sale to a TIPS Member that Reseller quoted under the TIPS Contract in the prior 12 months, whether or not processed through TIPS, unless the member awarded that sale through its own competitive solicitation.
A breach of this Section 4.7 is a material breach allowing immediate termination under Section 15.3.

4.8 Right of refusal. BlueHopper may decline any TIPS Sale at its discretion. Reseller shall not accept an order BlueHopper has declined.

5. Pricing

5.1 Price ceiling. Reseller’s price to a TIPS Member for each line item shall never exceed TIPS Pricing on the TIPS Quote date. Reseller may price lower. BlueHopper does not set Reseller’s price below the ceiling.

5.2 Fees inside the price. The Program Admin Fee is absorbed in Reseller’s price. It may not appear as a line item, surcharge or separate charge to the TIPS Member.

5.3 Services. Reseller may quote Services under the TIPS Contract only to the extent they appear in BlueHopper’s current TIPS Price List. Reseller is responsible for checking this before quoting.

5.4 Price changes and quote validity. TIPS Pricing changes only when TIPS approves a BlueHopper pricing update, and BlueHopper will notify Reseller of each change. A TIPS Quote stays valid until a TIPS Pricing change takes effect and for 30 days after; a quote not accepted within those 30 days must be reissued at the new pricing. If a change lowers TIPS Pricing, Reseller shall honor the lower price on any quote not yet accepted.

5.5 Reseller’s cost. Reseller buys Products at its then-current BlueHopper dealer price, or from a distributor BlueHopper authorizes in writing, on the payment terms of the Installer Agreement. All Products must be new and genuine. BlueHopper’s price to Reseller is BlueHopper Confidential Information.

5.6 Taxes. Most TIPS Members are tax-exempt. Reseller shall obtain the member’s exemption certificate where applicable and is responsible for its own sales and use tax compliance.

6. Program Admin Fee and Payment

6.1 Program Admin Fee. Reseller shall pay BlueHopper a Program Admin Fee of 3% of the TIPS Sale Value of every TIPS Sale. The Program Admin Fee covers the TIPS Administration Fee and the administration of the TIPS program for that sale.

6.2 BlueHopper pays TIPS. BlueHopper pays all fees owed to TIPS on Reseller’s TIPS Sales. If TIPS changes the fee it charges under the TIPS Contract, BlueHopper may adjust the Program Admin Fee by the same change on written notice.

6.3 Worked example.

Scenario	Member pays	TIPS Sale Value	Program Admin Fee (3%)
Shipping of $1,500 itemized, tax-exempt member	$100,000	$98,500	$2,955
Shipping not itemized	$100,000	$100,000	$3,000

6.4 Payment. The TIPS Member pays Reseller. Within 3 Business Days of receiving each member payment, including a partial payment, Reseller shall pay BlueHopper the Program Admin Fee on that payment.

6.5 Collection. Reseller authorizes BlueHopper to collect any Program Admin Fee unpaid after its due date by ACH debit or the card on file, and to set off unpaid amounts against anything BlueHopper owes Reseller. Unpaid amounts accrue interest at 1.5% per month, or the maximum lawful rate if lower.

6.6 Refunds. If a member payment is refunded, BlueHopper will credit the Program Admin Fee on the refunded amount, except any part TIPS does not refund to BlueHopper.

6.7 Cost of Reseller failures. Reseller shall reimburse BlueHopper for any fee, interest, collection cost, audit cost or penalty BlueHopper incurs because Reseller failed to send a required copy under Section 4.4, or to pay the Program Admin Fee, on time.

7. Member Contract (Supplemental Agreement) Requirements

Every Supplemental Agreement for a TIPS Sale (the member’s PO, Reseller’s quote and invoice, and any contract) shall comply with the TIPS Contract, because clauses that conflict with TIPS rules are void. Each shall:

Name “BlueHopper Solutions, LLC” as the TIPS Awarded Vendor and state TIPS Contract No. 260105.
Contain no automatic renewal longer than month-to-month. Any renewal is valid only on the member’s written confirmation.
Apply the law of the state where the TIPS Member operates, and place venue in that state and county, unless the member expressly agrees otherwise.
Require no indemnity from the TIPS Member, or qualify any indemnity “to the extent permitted by the laws and constitution of [member’s state].”
Provide only voluntary, non-binding arbitration, if any.
Charge no interest or late fees above what the member’s law permits, and accept the member’s funding-out and appropriation limits (for Texas, Local Government Code §271.903).
For federally funded purchases over $10,000, allow termination for cause after up to 30 days to cure, and for convenience on 30 days’ written notice, with payment for work performed.
For Texas construction work, contain no clause applying another state’s law, courts or arbitration (Texas Business and Commerce Code Chapter 272).
Pass through BlueHopper’s published product warranty without alteration, and state Reseller’s workmanship warranty under Section 8.4.

Reseller shall not name BlueHopper as a party, guarantor or warrantor beyond its published product warranty without BlueHopper’s written consent. Reseller shall send a copy of each signed Supplemental Agreement to the Program Notice Address within 2 Business Days.

8. Performance, Site Conduct, Warranty and Support

8.1 Standard of work. Reseller shall perform all work in a good and workmanlike manner, using trained personnel, following BlueHopper installation guides, applicable codes and permit requirements.

8.2 Site rules on TIPS Member property.

Preparation: do not start until the member has prepared the site, unless Reseller does the preparation at no cost or it is priced in the TIPS Sale.
Cleanup: remove all debris daily and leave the premises in good repair, neat and unobstructed.
Safety: take all reasonable precautions, maintain safeguards, and post warning signs for every hazard the work creates.
Schools: no employee or subcontractor adjudicated a registered sex offender may work when students are, or are expected to be, present. A violation is a material breach.
Conduct: follow the member’s check-in, badge, smoking and security rules.

8.3 Delivery and risk of loss. Reseller shall deliver within a commercially reasonable time and notify the member and BlueHopper of any delay with a new completion date. Reseller bears the risk of loss of Products from delivery to Reseller until the member accepts the work.

8.4 Workmanship warranty. Reseller warrants its workmanship on every TIPS Sale for 2 years from member acceptance, and shall correct defects at no charge. BlueHopper’s product warranty is as published by BlueHopper and is administered through BlueHopper’s RMA process.

8.5 Support. Reseller shall provide timely, commercially reasonable support for every TIPS Sale, and at minimum shall:

respond to any service request within 2 Business Days;
be on site within 5 Business Days for any system outage;
offer a maintenance plan with every TIPS Quote; and
never refuse service to a TIPS Member whose system Reseller installed.

8.6 System accounts. Reseller shall set up each member’s BlueHopper / MeshTek system and cloud account in the member’s name, using BlueHopper’s role structure, and hand the administrator credentials to the member at acceptance. Reseller shall hold only installer or service access.

8.7 Subcontracting. Reseller shall not subcontract any part of a TIPS Sale without BlueHopper’s written consent. Each approved subcontractor is bound in writing to Sections 7 to 14 and Exhibits C and D. Where federal funds apply, Reseller shall take the affirmative steps in 2 CFR §200.321 for small, minority and women-owned businesses.

8.8 Reputation. Reseller shall conduct its business to enhance the reputation of BlueHopper, the Products and the TIPS program, and shall not engage in any unlawful, unfair or deceptive practice.

9. Compliance

9.1 Laws. Reseller shall comply with all federal, state and local laws, ordinances and regulations that apply to TIPS Sales, whether or not listed here.

9.2 Licenses and permits. Reseller shall keep current all licenses, registrations, bonds and permits its work requires, including any electrical contractor license required for line-voltage work. If a required license lapses, Reseller shall stop work on affected TIPS Sales and notify BlueHopper within 1 Business Day.

9.3 Certifications. Reseller shall sign Exhibit D at onboarding and again each year, and shall notify BlueHopper within 2 Business Days if any certification becomes untrue.

9.4 Schools.

BlueHopper has certified to TIPS that none of its or its subcontractors’ employees are “covered employees” under Texas Education Code Chapter 22. Reseller shall organize its work so no employee has continuing duties involving direct contact with students.
If a school district requires otherwise, Reseller shall obtain criminal history record information and meet Chapter 22 before any work, and notify BlueHopper first.
Reseller shall give the advance felony-conviction notice Texas Education Code §44.034 requires where an owner or operator has a felony conviction.

9.5 Federal funds. Before quoting, Reseller shall ask the member whether federal funds will pay for the purchase and tell BlueHopper. If so, Reseller shall comply with the federal provisions listed in Exhibit D, including Davis-Bacon and Copeland Act wage and certified payroll rules, and the Contract Work Hours and Safety Standards Act.

9.6 State prevailing wage. Reseller shall pay prevailing wages where state law requires it on public work (for Texas, Government Code Chapter 2258).

9.7 Ethics. Reseller shall not offer any gift, gratuity, loan, trip, favor or employment to any TIPS or TIPS Member official. Reseller shall disclose any conflict of interest under Texas Local Government Code Chapter 176. Reseller shall not contract with a Texas school district where a trustee has a substantial interest in Reseller (Texas Education Code §11.067).

9.8 Contracting information. Where Texas Government Code §552.374 applies, Reseller shall preserve all contracting information for a TIPS Sale and give it to TIPS, the member or BlueHopper promptly on request.

10. Insurance and Bonds

10.1 Coverage. Reseller shall carry, at its own cost, the insurance in Exhibit C for the whole term, and products-completed operations coverage for 2 years after its last TIPS Sale is accepted.

10.2 Proof. Reseller shall deliver a certificate of insurance and the required endorsements before BlueHopper lists it in the TIPS Vendor Portal, and again at each renewal. On request, Reseller shall provide certified copies of its policies to BlueHopper, TIPS or a TIPS Member.

10.3 Lapse. Reseller shall not quote or perform any TIPS Sale while any required coverage has lapsed. BlueHopper may suspend Reseller’s listing immediately, and may (but need not) buy the coverage and charge Reseller.

10.4 Higher member requirements. Where a TIPS Member requires higher limits or other coverage, Reseller shall meet them before signing the Supplemental Agreement.

10.5 Bonds. Reseller shall furnish performance and payment bonds whenever the TIPS Member or law requires them (for Texas public work, Government Code Chapter 2253). Bonds must come from a surety authorized in the project state. Bond cost shall be itemized on the TIPS Quote.

10.6 No limit on liability. Insurance requirements are minimums and do not limit Reseller’s liability or indemnity obligations.

11. Indemnification and Limitation of Liability

11.1 Reseller indemnity. TO THE FULLEST EXTENT PERMITTED BY LAW, RESELLER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE BLUEHOPPER PARTIES, TIPS, REGION 8 EDUCATION SERVICE CENTER, AND EACH TIPS MEMBER, AND THEIR OFFICERS, DIRECTORS, TRUSTEES AND EMPLOYEES, FROM ALL CLAIMS, LOSSES, DAMAGES, JUDGMENTS, FINES, COSTS AND FEES (INCLUDING ATTORNEYS’ AND EXPERT FEES) TO THE EXTENT ARISING OUT OF OR RELATING TO:

Reseller’s installation, Services, site work or other performance, including bodily injury, death or property damage;
Reseller’s Supplemental Agreements and dealings with TIPS Members;
any negligent act, omission or willful misconduct of Reseller, its employees, agents or subcontractors;
Reseller’s breach of this Agreement, or of any TIPS Contract term Reseller must follow;
Reseller’s violation of law, including wage, licensing, safety, employment and immigration law;
any unreported TIPS Sale, unpaid fee, pricing violation or circumvention by Reseller, including any TIPS fee, audit cost, collection action, or suspension or loss of BlueHopper’s TIPS Contract it causes;
Reseller’s unauthorized use of TIPS, BlueHopper or MeshTek names, marks or materials; and
any breach of security of member data or systems in Reseller’s custody.

11.2 Procedure. The indemnified party will give prompt notice of a claim. Reseller may control the defense with counsel reasonably acceptable to BlueHopper, but shall not settle any claim admitting fault of, or imposing obligations on, an indemnified party without its written consent. Any defense involving TIPS or a TIPS Member shall assert all available governmental immunities and defenses.

11.3 Limitation of BlueHopper’s liability. BlueHopper is not liable to Reseller for lost profits, lost opportunity, or indirect, incidental, consequential, special or punitive damages. BlueHopper’s total liability to Reseller under this Agreement shall not exceed the lesser of (a) the amounts Reseller paid BlueHopper for Products in the 12 months before the claim, and (b) $50,000. Reseller’s indemnity obligations are not limited.

11.4 TIPS actions. BlueHopper has no liability to Reseller if TIPS terminates, does not renew, or changes the TIPS Contract or its fees, or requires BlueHopper to remove Reseller.

12. Records, Reporting and Audit

12.1 Records. Reseller shall keep complete records of each TIPS Sale: quotes, POs, contracts, change orders, invoices, payments, work records, subcontracts, certificates of insurance, and certified payroll where federal funds apply. Reseller shall keep them for the longest of 3 years after final payment, 3 years after the member’s final federal expenditure report (2 CFR §200.334), or any longer period the law or the member requires.

12.2 Audit. BlueHopper, TIPS, the TIPS Member, FEMA, the U.S. Comptroller General, or their auditors may audit and copy Reseller’s TIPS Sale records on 10 days’ notice, or sooner where a court or agency requires.

Reseller shall pay any shortfall found, with interest under Section 6.5, within 10 days.
If the shortfall exceeds 3% of fees due for the audited period, Reseller also pays the cost of the audit.
Audit rights survive termination for as long as Section 12.1 requires records to be kept.

13. Brand, Marketing and Intellectual Property

13.1 TIPS name and marks. Reseller shall not use the TIPS name, logo or materials, or refer to TIPS in any marketing, without both BlueHopper’s written approval and TIPS’s prior written authorization through marketing@tips-usa.com (which requires a signed TIPS Marketing Waiver). Quotes and Supplemental Agreements may reference TIPS Contract 260105 as Section 4.3 requires.

13.2 BlueHopper and MeshTek marks. BlueHopper grants Reseller a limited, revocable, non-exclusive license to use the BlueHopper and MeshTek names and marks, under BlueHopper’s brand guidelines, only to promote TIPS Sales. Reseller shall:

not alter the marks, combine them with its own marks, or remove any “Powered by MeshTek” attribution BlueHopper uses;
not private-label or co-brand any Product without written consent; and
not register any business name, domain, social media handle or trademark that includes or resembles BlueHopper, MeshTek, HyperLux or any Product name.

13.3 No reverse engineering. Reseller shall not reverse engineer, decompile, modify firmware, clone, or attempt to derive the design of any Product, controller, mobile application, cloud platform or mesh protocol, or remove any label or serial number. All intellectual property in the Products and platform remains with BlueHopper and MeshTek.

13.4 Feedback. BlueHopper may freely use any suggestion or feedback Reseller provides.

13.5 Non-disparagement. During the term and for 5 years after it ends, Reseller and its owners, officers, employees, agents and subcontractors shall not make, publish or share any false, misleading or disparaging statement about BlueHopper, MeshTek, their Products, platform, pricing or programs, or their owners, officers, employees or representatives. This applies to statements made in person or in writing, to customers, TIPS Members, distributors or other installers, and online, including social media posts, groups, forums and reviews. It does not restrict testimony, statements required by law, reports to a government agency, or good-faith warranty claims made to BlueHopper.

14. Confidentiality and Public Information

14.1 BlueHopper Confidential Information. BlueHopper’s dealer pricing, margins, TIPS Lead data, unpublished product information and the commercial terms of this Agreement are confidential. Reseller shall use them only for TIPS Sales, protect them with at least reasonable care, and return or delete them on termination. This duty lasts 5 years after termination, and indefinitely for trade secrets.

14.2 Public information. Reseller acknowledges that TIPS and TIPS Members are subject to public information laws, including Texas Government Code Chapter 552. Quotes, Supplemental Agreements and pricing for TIPS Sales may be disclosed. Neither BlueHopper nor TIPS is liable for any disclosure required by law. Reseller shall mark its own confidential material as the member’s rules require.

14.3 Member data and systems. Reseller shall use member data, network credentials and site security information only for the TIPS Sale. Reseller shall notify BlueHopper and the member within 48 hours of discovering any unauthorized access to them.

15. Term, Suspension and Termination

15.1 Term. This Agreement starts on Reseller’s acceptance and ends on the earliest of: (a) expiry or termination of the TIPS Contract, including any renewal; (b) termination of the Installer Agreement; or (c) termination under this Section.

15.2 Convenience. Either party may terminate on 30 days’ written notice.

15.3 Immediate termination or suspension by BlueHopper, without cure period, for any of:

an unreported TIPS Sale or change order;
quoting above TIPS Pricing, or adding any TIPS or program fee as a line item;
circumvention under Section 4.7;
any fee unpaid 10 days after its due date;
any lapse in required insurance or license;
a false certification in Exhibit D;
a breach of Section 3.5 (Program Member exclusivity), diversion of a TIPS Lead, or any breach of Exhibit A Sections A.4, A.5 or A.6;
unauthorized use of TIPS, BlueHopper or MeshTek names or marks, or a breach of Section 13.5 (Non-disparagement);
conduct that causes, or in BlueHopper’s judgment threatens, a TIPS sanction, a serious member complaint, or harm to BlueHopper’s TIPS Contract;
a serious safety incident caused by Reseller’s gross negligence;
insolvency, bankruptcy or assignment for the benefit of creditors; or
a change of control without the notice in Section 2.6.

15.4 Other breaches. For any other material breach, BlueHopper may terminate if Reseller does not cure within 15 days of written notice.

15.5 Effect of termination. On termination, BlueHopper will remove Reseller from the TIPS Vendor Portal and Reseller shall:

stop quoting under the TIPS Contract immediately;
complete every TIPS Sale already accepted, unless BlueHopper reassigns it (compensation for reassigned work follows Exhibit A, Section A.7);
pay all fees due and deliver all records required by Section 12;
return or delete TIPS Lead data and BlueHopper Confidential Information, and certify deletion on request;
stop all use of TIPS, BlueHopper and MeshTek names and marks; and
transfer any system access for TIPS Member accounts to BlueHopper or the member.

15.6 Survival. Sections 3.5, 6, 11, 12, 13, 14, 15.5, 16 and 17, and Exhibit A Sections A.5, A.6, A.7 and A.9, survive termination.

16. Remedies and Disputes

16.1 Fee recovery. BlueHopper may recover all unpaid fees, interest and costs of collection, in addition to any other remedy.

16.2 Injunctive relief. A breach of Sections 3.5, 4.7, 13 or 14, or of Exhibit A, causes irreparable harm. BlueHopper is entitled to temporary and permanent injunctive relief without posting bond.

16.3 Good-faith negotiation. Before starting arbitration, a party shall give written notice of the dispute and negotiate in good faith for 15 days. This does not apply to injunctive relief or fee collection.

16.4 Arbitration. Any dispute between BlueHopper and Reseller arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, seated in Dallas, Texas. The Federal Arbitration Act governs this Section, and Texas law governs this Agreement. The award is final and binding, and judgment on it may be entered in any court with jurisdiction. Claims shall be brought individually, not as a class or collective action, and the arbitration is confidential except as needed to enforce the award. Either party may seek temporary injunctive relief from the state or federal courts in Dallas County, Texas, to preserve the status quo pending arbitration. Disputes involving TIPS or a TIPS Member follow the TIPS Contract or the Supplemental Agreement, and nothing here requires TIPS or a TIPS Member to arbitrate.

16.5 Attorneys’ fees. The prevailing party in any arbitration or action between BlueHopper and Reseller to enforce this Agreement may recover its reasonable attorneys’ fees and costs.

16.6 JURY WAIVER. TO THE EXTENT PERMITTED BY LAW, BLUEHOPPER AND RESELLER EACH WAIVE TRIAL BY JURY IN ANY DISPUTE BETWEEN THEM ARISING OUT OF THIS AGREEMENT.

17. General Provisions

17.1 Assignment. BlueHopper may assign this Agreement, including to any successor to the TIPS Contract. Reseller may not assign or delegate it without BlueHopper’s written consent.

17.2 Changes. BlueHopper may revise this Agreement or its Exhibits by posting a revised version and giving 30 days’ written notice. The revision applies once that period ends if Reseller continues TIPS activity, and Reseller may terminate before then. A change TIPS requires applies on notice.

17.3 Notices. Operational notices may be sent by email to the Program Notice Address and Reseller’s registered email. Notices of breach or termination shall also be sent by certified mail to the parties’ registered addresses.

17.4 Force majeure. Neither party is liable for delay caused by events beyond its reasonable control, if it gives prompt written notice. Force majeure never excuses payment of fees on member payments received.

17.5 Entire agreement. This Agreement, its Exhibits and the Installer Agreement are the entire agreement on TIPS Sales and supersede all prior discussions on that subject.

17.6 Other terms. If any provision is unenforceable, it is restated to the closest enforceable meaning and the rest remains in force. A waiver of one breach is not a waiver of any other. Headings are for convenience only. Except for the indemnified parties in Section 11.1, there are no third-party beneficiaries.

18. Acceptance

Reseller may accept this Agreement electronically through BlueHopper’s installer dashboard or application, or by signature below. Electronic acceptance is legally binding and equal to a handwritten signature under the federal ESIGN Act and the Texas Uniform Electronic Transactions Act.

Reseller may be asked to accept this Agreement at more than one point. Each acceptance confirms the same single, continuing agreement; it does not create a new agreement or a new fee. The version accepted most recently governs from the date of that acceptance.

	Reseller	BlueHopper Solutions, LLC
Legal name		BlueHopper Solutions, LLC
DBA (if any)
Address		17330 Preston Rd, Suite 120A, Dallas, TX 75252
Authorized signer		Swapnil Bora
Title		CEO
Email		Sales@BlueHopper.com
Phone
Signature
Date

Exhibit A — TIPS Lead Program

This Exhibit applies only to TIPS Leads and jobs arising from them. It does not restrict Reseller’s conduct of any business that does not originate from a TIPS Lead. BlueHopper may suspend or end this Exhibit at any time without terminating the Agreement.

A.1 Definitions.

“TIPS Lead” means any TIPS Member prospect, inquiry, quote request, referral or contact generated, purchased, advertised for or received by BlueHopper (including through its TIPS vendor profile or the TIPS Member portal) and assigned to Reseller, with all related data, project details, quotes and correspondence.
“Lead Job” means any project, quote, sale or installation that arises from, is traceable to, or would not have occurred but for a TIPS Lead.
“Non-Company Product” means any product not offered by BlueHopper as listed at BlueHopper.com and not otherwise authorized by BlueHopper in writing.

A.2 Assignment and acceptance. TIPS Leads are assigned at BlueHopper’s sole discretion, with no guarantee of volume, quality, territory or exclusivity. Reseller shall accept or decline each TIPS Lead within 24 hours of transmission. No response is a decline, and BlueHopper may reassign the lead. Accepting a TIPS Lead binds Reseller to this Exhibit for that lead.

A.3 Diligence. For every accepted TIPS Lead, Reseller shall, at its own cost:

make first contact within 24 hours of acceptance, by phone and by a second channel (text or email);
offer a site visit within 3 Business Days of first contact;
deliver a TIPS Quote to the member within 5 Business Days of the site visit;
make at least 3 documented follow-ups over the 14 days after the quote, until the member accepts, declines or asks for no further contact;
present a maintenance, service and warranty support plan with every quote, and again at installation;
answer all pre-sale and post-sale questions, demonstrate the mobile application and controls at handover, and provide ongoing support; and
report the outcome of each TIPS Lead (won or lost, and why) by email to the Program Notice Address within 2 Business Days of the outcome.

Failing these standards on 2 or more TIPS Leads in any rolling 90 days allows BlueHopper to suspend lead assignment, reassign open leads, or end this Exhibit immediately.

A.4 Products on Lead Jobs. Reseller shall quote, supply and install only BlueHopper Products on Lead Jobs. Reseller shall not pitch, compare, offer as an alternative, or substitute any Non-Company Product, including as a “value option” or backorder substitute, without BlueHopper’s prior written permission. If a Product is unavailable, Reseller shall notify BlueHopper and delay the job rather than substitute.

A.5 Non-circumvention and non-solicitation. For 36 months after a TIPS Lead is transmitted, Reseller and its owners, employees, affiliates and subcontractors shall not, directly or indirectly:

transact with that TIPS Lead outside this Agreement or the TIPS Contract;
route the TIPS Lead to another business or person;
decline or report the TIPS Lead as lost and then pursue, quote or perform work for it; or
perform work for it using Non-Company Products.

For 36 months after termination, Reseller shall not solicit any TIPS Lead customer for competing products, and shall not disparage or discourage continued use of the Products.

A.6 Lead and customer data. All TIPS Leads and related customer data are BlueHopper’s exclusive property and Confidential Information. Reseller has a limited, revocable license to use them only to perform the Lead Job and service that customer. Reseller shall not sell, share, export or add them to any list used to market competing products.

A.7 BlueHopper’s right to reassign. BlueHopper may, at its sole discretion and at any stage, reassign a TIPS Lead, a Lead Job or any part of it, remedial work, or future work at the same site, to another reseller or to itself, with or without cause.

Reseller shall stop work, leave the site safe and clean, and deliver all drawings, quotes, correspondence and unused Products for the job. Products are returned for credit or invoiced at cost, at BlueHopper’s election.
If BlueHopper reassigns for reasons other than Reseller’s breach or poor service, BlueHopper will pay for documented labor up to the reassignment date at an appropriate rate not exceeding $50 per hour, plus the documented cost of third-party materials bought for the job with BlueHopper’s prior approval. If reassignment results from Reseller’s breach or poor service, any payment is at BlueHopper’s discretion, subject to the same cap.
Reseller shall submit an hours log by date and task within 10 days of reassignment. BlueHopper pays within 30 days of an acceptable log.
BlueHopper has no liability for lost profit or consequential damages from a reassignment. Reseller shall look solely to BlueHopper for payment and shall not bill or assert any claim against the TIPS Member, its property or its bonds for reassigned work.

A.8 Pricing, service and fees on Lead Jobs.

Best pricing: Reseller shall offer every TIPS Lead pricing and terms no less favorable than it offers any other client for comparable products, scope and site conditions, always within the TIPS Pricing ceiling.
Best service: maintenance, service, warranty support and response times shall be no less favorable than Reseller offers any other client for comparable work.
Presentation: Reseller shall present BlueHopper’s current product tiers and options as published at BlueHopper.com, and shall not withhold, misrepresent or disparage any tier.
Program Admin Fee: Lead Jobs processed as TIPS Sales carry the Program Admin Fee under Section 6.
Non-Company Products: if BlueHopper permits a Non-Company Product on a Lead Job, Reseller shall pay BlueHopper 10% of the total charged for that product and its installation, wiring, mounting, controls and programming, across all contracts, invoices, change orders and entities for 36 months after the TIPS Lead. It is payable within 15 days of each customer payment, with the invoice. Structuring or relabeling work to reduce this 10% is a material breach.

A.9 Remedies. For any breach of Sections A.4, A.5 or A.6, Reseller shall pay BlueHopper: (a) materials at documented cost; (b) BlueHopper’s labor at up to $50 per hour, supported by an hours log; (c) BlueHopper’s documented lead-generation cost; and (d) any Program Admin Fee that would have been due. The total shall be no less than $5,000 per breach. These amounts are in addition to injunctive relief under Section 16.2 and attorneys’ fees under Section 16.5.

Exhibit B — TIPS Sale Procedure Checklist

Follow these steps, in order, on every TIPS Sale. They implement Section 4 and the TIPS Reseller Process Guide.

Confirm your listing. Check that you appear on the “RESELLER” tab of BlueHopper Solutions, LLC’s profile on the TIPS website.
Confirm the buyer. Verify the buyer is a TIPS Member and wants a TIPS purchase. Ask whether federal funds will pay for it.
Check member requirements: insurance limits, bonds, prevailing wage, school background rules, permits.
Build the TIPS Quote: TIPS Contract No. 260105; “BlueHopper Solutions, LLC” as TIPS Awarded Vendor; your legal name; line items at or below TIPS Pricing; shipping, bonds and taxes on separate lines; no fee line items. Any other TIPS vendor’s goods get that vendor’s own name, contract number and subtotal.
Issue the quote and copy Sales@BlueHopper.com. Tell the member to email its PO and your quote, merged into one PDF and both referencing 260105, to Sales@BlueHopper.com.
PO received: copy it to Sales@BlueHopper.com within 1 Business Day. Never contact, report to, or pay TIPS yourself.
Member terms: use Section 7 terms, and send each signed contract to Sales@BlueHopper.com within 2 Business Days.
Change orders: repeat steps 4 to 6 for every change, add-on or follow-on order.
Invoice the member and copy Sales@BlueHopper.com.
Get paid: copy each member payment to Sales@BlueHopper.com within 2 Business Days, and pay BlueHopper the 3% Program Admin Fee within 3 Business Days of receiving it.
Close out: hand system administrator credentials to the member, record the acceptance date (it starts the 2-year workmanship warranty), and keep your records for the period in Section 12.

Exhibit C — Insurance Requirements

These minimums match what TIPS requires of BlueHopper. A TIPS Member may require more (Section 10.4).

Coverage	Minimum	Key terms
Commercial General Liability (occurrence form)	$1,000,000 each occurrence / aggregate	BlueHopper and MeshTek as additional insureds
Business Automobile (owned, hired, non-owned)	$300,000 combined single limit
Workers’ Compensation	Statutory, in each state where work is performed	Texas non-subscriber status not accepted
Umbrella / Excess	$1,000,000 each occurrence / aggregate	BlueHopper and MeshTek as additional insureds

Policy conditions.

Carriers rated A- or better, financial size category VII or higher, by A.M. Best.
Occurrence-based policies only. Claims-made policies are not accepted.
BlueHopper Solutions, LLC and MeshTek Labs / ilumi Solutions, Inc. are additional insureds on the general liability and umbrella policies. TIPS and the TIPS Member are added when the Supplemental Agreement requires it.
Reseller’s policies are primary over any insurance of BlueHopper, TIPS or the TIPS Member.
Deductibles apply to property damage only, unless Reseller proves funds to cover them.
30 days’ prior written notice by certified mail, return receipt requested, before any cancellation, non-renewal or reduction in coverage.
No insurer may rely on any immunity of TIPS or a TIPS Member as a defense.
Every approved subcontractor carries the same coverage.

Exhibit D — Reseller Certifications

BlueHopper made each of these certifications to TIPS, so every Reseller must make them to BlueHopper. Reseller checks each box, signs, and re-certifies every year. Where a certification applies only above a threshold (for example, 10 or more full-time employees and a contract of $100,000 or more), Reseller certifies whenever the threshold is met.

General and Texas

Reseller and its principals are not debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded by any federal agency (checked at SAM.gov).
Reseller is in good standing with every government agency that regulates its business, and is not delinquent in Texas franchise tax (Texas Tax Code Chapter 171).
Reseller holds every license and permit its work requires.
Reseller, or one of its owners or officers, has more than 2 years of experience in residential or commercial installation of similar products or services, and reasonably expects its sales under this Agreement to be no more than 20% of its total sales in its first year under this Agreement.
Reseller is not on the Texas Comptroller’s list of companies doing business with designated Foreign Terrorist Organizations.
Reseller does not boycott Israel and will not during the term (Texas Government Code Chapter 2271).
Reseller does not boycott energy companies and will not during the term (Texas Government Code Chapter 2274).
Reseller has no policy that discriminates against a firearm entity or firearm trade association (Texas Government Code Chapter 2274).
Reseller is not owned or controlled by citizens or the government of, or headquartered in, China, Iran, North Korea, Russia or another designated country, and will not give such persons access to critical infrastructure.
This Agreement and every TIPS Quote were reached without collusion, and Reseller has not violated state or federal antitrust law.
Reseller has no reportable conflict of interest with TIPS or any TIPS Member it will quote (Local Government Code Chapter 176; Education Code §11.067), or has disclosed it in writing.
No owner or operator of Reseller has a felony conviction, or Reseller has given BlueHopper written notice for Education Code §44.034.
No Reseller employee or subcontractor will be a “covered employee” at a school under Education Code Chapter 22, or Reseller has met Chapter 22 and notified BlueHopper.
No registered sex offender will work at a school when students are present.

When federal funds pay for a TIPS Sale (2 CFR Part 200)

Davis-Bacon Act prevailing wages and weekly certified payroll, and the Copeland Anti-Kickback Act.
Contract Work Hours and Safety Standards Act overtime and safety rules.
Equal Employment Opportunity clause (Executive Order 11246) and non-discrimination.
Clean Air Act and Federal Water Pollution Control Act, and EPA regulations.
Byrd Anti-Lobbying Amendment: no federal funds used for lobbying; Form SF-LLL filed if required.
No “covered telecommunications” equipment or services (Huawei, ZTE, Hytera, Hikvision, Dahua or their affiliates) under 2 CFR §200.216.
Preference for U.S.-produced goods and materials to the greatest extent practicable (2 CFR §200.322).
Procurement of recovered materials (Solid Waste Disposal Act §6002).
Record retention (2 CFR §200.334) and access for FEMA and the U.S. Comptroller General.
Energy Policy and Conservation Act, and Never Contract with the Enemy (2 CFR Part 183).
Affirmative steps for small, minority and women-owned businesses when subcontracting (2 CFR §200.321).

MeshTek and BlueHopper NDA Agreement

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”)

This Agreement governs the disclosure of confidential information by iLumi Solutions, Inc. dba MeshTek Labs and BlueHopper Solutions, LLC (collectively “MeshTek”), located at 17330 Preston Rd, Suite 120A, Dallas, TX 75252, to the company or individual accepting this Agreement (“Receiving Party”).

1. Purpose

MeshTek may disclose certain confidential and proprietary information to Receiving Party to evaluate a potential business relationship related to installation, distribution, or dealership of MeshTek products (“Purpose”).

2. Definition of Confidential Information

“Confidential Information” includes but is not limited to:
– Business plans, financials, marketing strategies, customer lists;
– Product designs, technical information, software, hardware, firmware, inventions, manufacturing methods;
– Intellectual Property including MeshTek patents, designs, and proprietary technology.

Confidential Information may be disclosed in any form — oral, written, electronic, or visual.

3. Obligations of Receiving Party

Receiving Party agrees to:
– Keep Confidential Information strictly confidential using reasonable care;
– Use Confidential Information solely for evaluating a business relationship with MeshTek;
– Not disclose it to any third party without MeshTek’s prior written consent (except to its employees or contractors who have a strict need to know);
– Not reverse engineer, decompile, disassemble, copy, or otherwise attempt to reproduce any part of MeshTek’s products, hardware, or software.

4. Exclusions

Confidential Information does not include information that:
– Is publicly available through no fault of Receiving Party;
– Was known by Receiving Party prior to disclosure without confidentiality obligation;
– Is obtained by Receiving Party lawfully from a third party not bound by confidentiality; or
– Is independently developed by Receiving Party without use of MeshTek’s Confidential Information.

5. Intellectual Property

All intellectual property, including without limitation the MeshTek patents, technology, designs, and products, remain solely the property of MeshTek. No license or ownership rights are granted under this Agreement.

6. Injunctive Relief

Receiving Party acknowledges that any breach may cause irreparable harm to MeshTek. MeshTek is entitled to seek immediate injunctive relief and any other remedies available by law.

7. Return or Destruction of Materials

Upon request by MeshTek, Receiving Party will immediately return or securely destroy all Confidential Information and confirm destruction if requested.

8. No Obligation to Proceed

MeshTek is under no obligation to proceed with any business relationship.

9. Term

This Agreement remains effective for ten (10) years from the date of acceptance. The obligation to protect Confidential Information survives indefinitely.

10. Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of Texas. Exclusive venue shall be in the courts of Dallas County, Texas.

[✓] By checking the box and clicking “Accept”, I acknowledge and agree that I have read, understood, and agree to be legally bound by the terms and conditions of this Confidentiality and Non-Disclosure Agreement with MeshTek.

Installer Agreement

MeshTek Labs — BlueHopper Solutions LLC | Version 4.2

This Certified Installer Company (the “Dealer”) Agreement (the “Agreement”) is effective from Date of Acceptance.

BETWEEN: MeshTek Labs, a Delaware C-Corp and BlueHopper Solutions LLC (the “Company”), a company organized and existing under the laws of the Texas, with its head office located at 17330 Preston Rd, Suite 120A, Dallas, 75252, TX, USA.

AND: an organization (the “Dealer” / “Certified Installer”) per the details filled up in the form for this agreement and business purposes.

WHEREAS:

Dealer holds the sales and installation rights for the products sold or distributed by BlueHopper Solutions and MeshTek Labs;
Company’s products (”Products”) are trademark products, the sales and installation of which require specialized technical knowledge and involve after-sales consulting activities and services. The Products are those offered by the Company as listed at BlueHopper.com from time to time, together with any other product the Company authorizes in writing;
The Dealer affirms that it has particular experience or is willing to gain particular experience in the distribution of Products and that it possesses adequate facilities for commercial demonstration capabilities as well as qualified staff for the sale and maintenance of Products;

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Status of Dealer and Parties

Company hereby appoints the Dealer as a “Certified Installer” of the Products to this agreement (hereinafter referred to as the “Distributed Products”), and the Dealer accepts such appointment. The appointment of the Dealer is non-exclusive and does not imply the granting of a specific geographic area.

It is agreed that the Dealer shall act for and on behalf of itself as an independent co-contracting party. It shall not be empowered or authorized to bind Company in any manner whatsoever. None of the provisions of this agreement may be construed as creating an employee-employer relationship between the Dealer and Company.

2. Obligations of Company

Company shall:

Furnish the Dealer with access to marketing brochures, user instruction, training, troubleshooting, and other material to assist the Dealer in promoting, selling, installing, and after-sales service of the Distributed Products. Additional material will be made available to the Dealer at a reasonable price.
Furnish to the Dealer technical assistance and information concerning the Distributed Products and keep the Dealer informed of new information concerning the Distributed Products, as stipulated below.
Provide the training access to at least one employee of the Dealer for the installation and maintenance of Products.
Company will use its best efforts to deliver accepted orders as quickly as required. Nevertheless, Company shall not be responsible for any direct or indirect damage which may be caused to the Dealer or any third party by Company’s failure to fill any order or by any delay in delivery.

3. Duties, Obligations and Statements of the Dealer

The Dealer will use its best efforts to promote, advertise and sell the Distributed Products.
Train and maintain a sufficient qualified and competent staff to promote and sell the Distributed Products, carry out the after-sales service of such products and, in general, fulfill its obligations arising from this agreement. Company envisages organizing training sessions for Dealers. The Dealer shall at all times, but no more than once a year, have at least one employee who has been trained, whether by Company or by a Company-authorized distributor as verified by Company. The cost of such training, such as travel, accommodation, food, etc., will be borne by the Dealer.
Display the Distributed Products in an appropriate and attractive environment.
Furnish to customers, prior to and after the sale, technical assistance with regard to programming of and information on the software, and inform customers regarding the use of the Distributed Products.
Demonstrate the Distributed Products to customers who so request.
Promptly notify Company of all defective products or any safety problem encountered and keep Company informed of all customer complaints.
Maintain, a minimum of $1 million for the first year and a minimum of $2M after that, sufficient liability insurance coverage to protect Company from all claims by customers resulting from the acts, failures, omissions and/or erroneous statements of the Dealer. The Dealer shall name Company as an additional insured on such policy and shall furnish Company with a certificate of insurance evidencing this coverage upon request and upon each renewal. Failure to maintain or evidence the required coverage is a material breach.
The Dealer shall provide prompt and efficient after-sales service of all the Distributed Products under original warranty, covered by the extended warranty or by a service contract. The Dealer shall also deal with all customer claims and complaints, both prior to and after the sale. The Dealer shall avail Company’s standard warranty agreement for the defective parts replacement or refund.
Only Distributed Products or other products authorized in writing by Company may be used to provide the after-sales service.
The Dealer agrees to fulfill customer service, repair, and maintenance requirements at appropriate and reasonable costs to its customers. Dealer shall not refuse to provide services to any customers for whom Dealer has installed the Company’s products. Dealer shall deliver industry-standard services in a timely manner, including but not limited to maintenance, implementation of additional changes per the customer’s requirements, troubleshooting, and resolution of issues or problems experienced by such customers.
The Dealer shall at all times conduct its business in such a manner as to enhance the reputation and credibility of Company and Distributed Products. It shall, in particular, refrain from participating in any unlawful, unfair, deceitful or immoral practice and refrain from selling the Distributed Products to any other individual, Dealer or organization, which has recourse to such practices.
In the event of a merger or reorganization of the Dealer, or any change in the control of the Dealer or any transfer of a substantial part of the business thereof, the Dealer shall notify Company in writing thereof no later than 30 (thirty) days prior to the occurrence of such an event.

4. Company Leads

Company may, from time to time and at its sole discretion, assign homeowner or commercial property leads generated by Company (“Company Leads”) to the Dealer. The terms governing Company Leads are set out in Exhibit A (Company Lead Program), attached to and forming part of this agreement, and the Dealer agrees to be bound by them.

Exhibit A applies only to Company Leads and to jobs arising from Company Leads. Nothing in Exhibit A restricts the Dealer’s conduct of any business that does not originate from a Company Lead, and nothing in Exhibit A requires the Dealer to sell or install the Distributed Products exclusively outside of Company Leads.

In the event of a conflict between Exhibit A and the body of this agreement with respect to a Company Lead, Exhibit A controls. Company may suspend or terminate the assignment of Company Leads, or Exhibit A in its entirety, at any time without terminating the remainder of this agreement.

5. Prices Billed to Dealer

Company will periodically inform or make available via its online store to the Dealer of the current prices of its products. The Dealer undertakes to pay the prices applicable to the Distributed Products as specified in the Company price schedule or as per Company’s online store in force on the corresponding Order Date.

Prices quoted by Company do not include shipping charges and Tax.

6. Dealer’s Sales Price

The suggested prices published in the Dealer Price List are provided solely as a guide; the Dealer is entirely free to choose the price at which it will sell the Distributed Products.

Delivery will be made PREPAID to the Company warehouse from which the products are delivered. Except as otherwise indicated in the order, delivery will be made to the address of the Dealer as indicated in this agreement. All risks will be transferred to the Dealer from the moment the products are released by Company to a carrier.

Except as otherwise stipulated in the order, Company may make partial deliveries, which deliveries shall be made and paid separately within the time period set out in section.

7. Confidentiality

The Dealer acknowledges that any information concerning Company and the Distributed Products including, without being limited thereto, the organization of Company, or its business transactions, the customer lists, the Company Leads, the price list, the sales practices, the operational procedures and practices, the technical data for the Distributed Products and software, whether they be the property of Company or granted under license to Company by third parties, are of vital interest to Company and shall be kept confidential by the Dealer in all circumstances. Further, this agreement shall be considered to be confidential information. Accordingly, the Dealer undertakes, for the term of the agreement and for a period of 5 (five) years after its termination, notwithstanding the reason therefore, not to:

Disclose, publish or disseminate any confidential information;
Use any confidential information for its own account;
Authorize any other person to disclose, publish or disseminate written confidential information, including appropriate markings of confidential written information.

8. Intellectual Property and Brand Use

Company retains all right, title, and interest in and to its patents, patent applications, trademarks, trade names, logos, trade dress, copyrights, software, firmware, mobile applications, cloud services, control protocols, design files, and marketing materials (collectively, the “Company IP”). Nothing in this agreement transfers any ownership interest in the Company IP to the Dealer.

Company grants the Dealer a limited, revocable, non-exclusive, non-transferable license to use Company trademarks and marketing materials solely to promote, sell, install, and service the Distributed Products during the Term, in the form and manner Company approves. The Dealer shall not alter Company marks or combine them with its own marks in a way that suggests joint ownership.

The Dealer shall not, and shall not permit or assist any third party to:

Reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code, firmware, control protocol, wireless mesh protocol, or design of any Distributed Product, application, or cloud service;
Modify, tamper with, clone, or create derivative works of any Distributed Product, firmware, or software, or defeat any technical protection measure;
Remove, obscure, or alter any patent marking, trademark, serial number, or proprietary notice on any Distributed Product or its packaging;
Register or attempt to register, in any jurisdiction, any trademark, trade name, domain name, social media handle, or design that is identical or confusingly similar to any Company mark, or any patent or design right covering or derived from the Distributed Products;
Use the Company IP to develop, source, manufacture, or market any product that competes with the Distributed Products.

The Dealer shall promptly notify Company of any suspected infringement, counterfeiting, or misuse of the Company IP that comes to its attention, and shall reasonably cooperate with Company, at Company’s expense, in any resulting enforcement action.

Upon expiration or termination of this agreement, the Dealer shall immediately cease all use of the Company IP, remove Company marks from its vehicles, premises, signage, websites, social media, and advertising, and shall not hold itself out as a Certified Installer. The Dealer shall assign to Company, at Company’s request and expense, any registration it has obtained in breach of this section.

The Dealer acknowledges that a breach of this section would cause Company irreparable harm for which monetary damages would be inadequate, and that Company is entitled to injunctive relief without the posting of bond, in addition to all other remedies.

9. Indemnification

Dealer shall indemnify, defend, and hold harmless the Company and its officers, directors, agents, employees, and affiliates (collectively, the “Indemnified Parties”), from and against any and all claims, demands, actions, costs, expenses (including reasonable attorneys’ fees), liabilities, judgments, causes of action, proceedings, suits, losses, and damages of any nature whatsoever, which are threatened or brought against, or are suffered or incurred by, any Indemnified Party to the extent arising out of or resulting from the Dealer’s acts or omissions relating to this Agreement, including without limitation:

any negligent or tortious conduct of the Dealer;
any breach by the Dealer of any of the representations, warranties, covenants, or conditions contained in this Agreement;
any violation by the Dealer of applicable laws or regulations;
any breach by the Dealer of any express or implied including by its marketing, warranties relating to the Products, including implied warranties of merchantability and fitness for a particular purpose.

The Dealer shall further indemnify, defend, and hold harmless the Indemnified Parties from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:

Dealer’s sale or distribution of the Products;
claim of personal injury, death, or property damage arising out of or in connection with the use or sale of the Products.

10. Term and Termination

This Agreement shall commence on the Effective Date and shall continue for an initial term of one (1) year (the “Initial Term”). Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term”), unless either party provides written notice to the other party of its intention not to renew at least sixty (60) days prior to the expiration of the Initial Term or any subsequent Renewal Term. The Initial Term and any Renewal Term shall collectively be referred to as the “Term.”

Further, Company may terminate this agreement if the Dealer fails to fulfill any of its obligations as defined herein. The agreement will be terminated of right 30 (thirty) days after notice is given to the Dealer to fulfill its obligation by registered letter or email, in the event that, notwithstanding such notice of default, the Dealer has not remedied its default.

Notwithstanding the foregoing 30 (thirty) day cure period, Company may terminate this agreement immediately, without notice of default and without any opportunity to cure, upon: (a) any breach of Section A.4, A.5, or A.6 of Exhibit A; (b) fraud, misrepresentation, or falsification of lead disposition, project cost, insurance, or other reporting; (c) any breach of Section 8 (Intellectual Property and Brand Use); or (d) conduct by the Dealer that Company reasonably determines to be materially damaging to the reputation of Company or the Distributed Products.

Effect of termination. Upon expiration or termination for any reason, the Dealer shall immediately: (a) cease all use of the Company IP and cease holding itself out as a Certified Installer; (b) return or delete all Company Lead data and confidential information not required for warranty service, and certify the same in writing on request; (c) complete, or transition to Company or another Certified Installer as Company directs, all jobs then in progress; and (d) pay all amounts then owed to Company. Termination does not relieve the Dealer of its warranty, service, and maintenance obligations to customers for whom it has already installed the Distributed Products, nor of any obligation that survives under Section 17.

Company shall also be entitled to terminate the agreement by registered letter or email with acknowledgement of receipt in the event of judicial settlement, liquidation of property, insolvency, winding-up, provisional suspension of proceedings or any other procedures for the collective or judicial purging of the Dealer.

11. Warranties

Except for the warranty set out on the warranty provisions provided for the Distributed Products, Company provides no other warranty as to the performance of such products in respect of the Dealer or any other person. In any event, the liability of Company is limited to the price effectively paid by the Dealer for the Distributed Product and may in no case include a loss of profit or indirect damage of any nature whatsoever. Company reserves the right to modify the terms and conditions of the warranty at any time.

12. Non-Disparagement

The Installer agrees not to make, publish, or communicate any false, defamatory, misleading, or disparaging statements, claims, or representations about the Company, its services, products, or personnel in any form, including but not limited to social media platforms, public forums, or any other medium. The Installer further agrees that any violation of this clause, including the publication of false information or statements that violate the terms of this agreement, may result in immediate termination of this agreement, legal action, and/or other remedies as permitted by law.

13. Notices

Any notice provided for in this agreement shall be given by registered letter with acknowledgement of receipt to the address as indicated in this agreement or any other address of which either of the parties has given notice to the other. Notices relating to Company Leads may be given by email to the Lead Notice Address defined in Exhibit A.

14. Waiver

Any waiver by Company to sanction a breach of this agreement shall be made in writing and will be effective only to the extent indicated therein, and shall not be construed as a waiver of any suit in the event of any subsequent failure of the Dealer.

15. Assignment

The Dealer undertakes not to assign, delegate, transfer or sell any of the rights, duties or obligations which are incumbent thereon pursuant to this agreement. Any purported assignment by the Dealer in breach of this section is void.

Company may assign, delegate, or transfer this agreement and any of its rights and obligations hereunder, in whole or in part, without the consent of the Dealer, to any affiliate, successor, or acquirer, including in connection with a merger, reorganization, restructuring between MeshTek Labs and BlueHopper Solutions LLC, or sale of all or substantially all of the assets or business to which this agreement relates. This agreement binds and benefits the parties and their permitted successors and assigns.

16. Entire Agreement

This agreement, together with Exhibit A, contains the entire understanding of the parties and cancels and supersedes all prior discussions and agreements between the parties, whether written or oral, including any statement or assurance made by any distributor or third party. This provision is subject to Section 22.

17. Survival of the Obligations

All obligations which by their very nature continue beyond the termination of this agreement shall survive the expiration or termination hereof.

18. Jurisdiction

This Agreement shall be interpreted under the laws of the Texas. Any and all legal actions relative hereto shall be in the courts of the Dallas County in the state of Texas, and each party irrevocably submits to the exclusive jurisdiction and venue of those courts and waives any objection based on forum non conveniens.

In any action, arbitration, or proceeding to enforce or interpret this agreement, the prevailing party shall be entitled to recover from the other party its reasonable attorneys’ fees, expert fees, court costs, and other costs of enforcement and collection, in addition to any other relief awarded.

Notwithstanding the foregoing, Company may seek temporary, preliminary, and permanent injunctive relief and specific performance in any court of competent jurisdiction, without the posting of bond and without waiving any other remedy, to restrain a breach or threatened breach of Exhibit A, Section 7, or Section 8.

19. Invalidity

In the event that any of the clauses hereof be invalid, unlawful or unenforceable, the validity, legality and enforcement of all the other clauses shall not be affected thereby in any manner whatsoever.

20. Prohibition of False Information and Fraudulent Activities

Dealer agrees that all information provided by Dealer during the use of our services must be accurate, complete, and truthful. Dealer further agree not to falsify, misrepresent, or omit any information, including but not limited to personal details, payment information, lead disposition or project cost reporting, or any data submitted through our platform. Any attempt to engage in fraudulent activities, including impersonation, unauthorized access, or manipulation of Company’s systems, is strictly prohibited and may result in the immediate termination of your account, forfeiture of any associated benefits, and potential legal action.

21. Headings

The headings of the sections in this agreement are provided for convenience of reference only and shall not be construed or interpreted as limiting or affecting the substance of the provisions hereof.

22. Acceptance of this Agreement

The Dealer may be asked to accept this agreement more than once — at onboarding, upon store access, and within Company’s applications — but each acceptance is an acceptance of this same agreement: multiple acceptances create no separate, duplicate, or cumulative agreement, obligation, or fee, this agreement runs continuously from the first acceptance, the most recently accepted version governs and supersedes all earlier versions, and Company’s electronic records of acceptance are conclusive absent manifest error. No terms of service, license, or platform terms in Company’s applications or websites supersede or limit this agreement as it applies to the Dealer, and no distributor, sales representative, or other third party has authority to bind Company or to make any representation, promise, or guarantee on its behalf as to territory, exclusivity, lead volume, pricing, margin, or product availability.

By clicking “Accept,” you confirm that you have read, understood, and agree to be bound by the terms and conditions outlined in this agreement. Your electronic acceptance is legally binding and equivalent to your handwritten signature.

EXHIBIT A

COMPANY LEAD PROGRAM — Terms Applicable to Company Leads Only

This Exhibit A is attached to and forms part of the Certified Installer Company Agreement between MeshTek Labs / BlueHopper Solutions LLC (“Company”) and the Dealer. It applies only to Company Leads and to jobs arising from Company Leads. It does not restrict the Dealer’s conduct of any business that does not originate from a Company Lead. Capitalized terms not defined in this Exhibit have the meaning given in the body of the agreement.

A.1 Definitions

“Company Lead” means any residential, commercial or municipal prospect, inquiry, referral, appointment, or customer contact that is generated, purchased, advertised for, or otherwise originated by Company and transmitted or assigned to the Dealer, together with all related contact data, project details, quotes, and correspondence. It includes a lead originating from BlueHopper’s website where a prospective customer contacts the Dealer using the contact details listed thereon. It also includes a lead generated through third-party lead generation services provided to Dealers under the Company’s lead generation program, whether recommended, operated in partnership with, or subsidized by the Company from time to time.
“Lead Job” means any project, quote, sale, or installation that arises from, is traceable to, or would not have occurred but for a Company Lead.
“Non-Company Product” means any product not offered by Company as listed at BlueHopper.com and not otherwise authorized by Company in writing.
“Lead Notice Address” means Sales@BlueHopper.com, or such other Company personnel or email address as Company designates in writing.

A.2 Assignment and Acceptance of Leads

Company Leads are assigned at Company’s sole discretion. Company guarantees no volume, quality, territory, or exclusivity of leads, and may withhold, reassign, or discontinue leads at any time.
The Dealer shall accept or decline each Company Lead within 24 (twenty-four) hours of transmission. Failure to respond is deemed a decline, and Company may reassign the lead without notice or compensation.
Acceptance of a Company Lead constitutes agreement to every obligation in this Exhibit A with respect to that lead.

A.3 Diligence in Winning and Serving the Job

For every accepted Company Lead, the Dealer shall, at its own cost, use diligent efforts to win, install, and service the job, and shall at minimum:

Make first contact with the prospect within 24 (twenty-four) hours of acceptance, by phone and by a second channel (text or email).
Offer an on-site consultation or design visit within 3 (three) business days of first contact, at a time reasonably convenient to the prospect.
Deliver a complete written quote — itemized scope, fixture count, layout, and price — within 5 (five) business days of the site visit.
Make no fewer than 3 (three) documented follow-up attempts over the 14 (fourteen) days following delivery of the quote, until the prospect accepts, declines, or requests no further contact.
Present an appropriate maintenance, service, and warranty support plan with every quote, and offer it again at the time of installation.
Answer all pre-sale and post-sale questions regarding the Products, provide demonstrations on request, and demonstrate the mobile application and control features to the customer at handover.
Provide continuing post-installation support, service, troubleshooting, and warranty administration, and not refuse service to any customer originating from a Company Lead.

Failure to meet these standards on 2 (two) or more Company Leads in any rolling 90 (ninety) day period entitles Company to suspend lead assignment, reassign open leads, or terminate the Company Lead program immediately.

A.4 Products on Lead Jobs

The Dealer shall install, quote, specify, and supply only Distributed Products on every Lead Job.
The Dealer shall not present, pitch, recommend, reference, compare, offer as an alternative, upsell, cross-sell, or quote any Non-Company Product to a Company Lead or Lead Job customer without Company’s prior written permission.
The Dealer shall not substitute any Non-Company fixture, controller, power supply, driver, gateway, or application into a Lead Job, including as a “value option,” “budget alternative,” or backorder substitute. If Distributed Products are unavailable, the Dealer shall notify Company and delay the job rather than substitute.
Where a Lead Job requires a product Company does not carry or cannot fulfill, the Dealer shall request written permission at the Lead Notice Address before sourcing, quoting, or installing it, identifying the customer, the product, and the reason. Permission is granted or withheld in Company’s sole discretion, applies only to the instance stated, and does not waive the consideration payable under Section A.8. Silence is not permission.
Nothing in this Section prevents the Dealer from repairing, removing, or servicing a lighting system already installed at the property prior to the Company Lead, provided the Dealer does not sell, extend, or expand any Non-Company Product.
Company warranties are void as to any installation into which a Non-Company Product has been introduced without written permission, and the Dealer assumes full responsibility for that installation.

A.5 Non-Circumvention and Non-Diversion

The Dealer shall not, directly or indirectly, and shall not permit any owner, employee, affiliate, subcontractor, or related entity to: (a) transact with a Company Lead outside this Agreement; (b) route a Company Lead to another business, entity, or individual; (c) decline or report a Company Lead as lost and thereafter pursue, quote, or perform work for that prospect; or (d) perform work for a Company Lead using Non-Company Products without permission.
This obligation applies for 36 (thirty-six) months following transmission of the Company Lead and survives termination of this Agreement.
For 36 (thirty-six) months after termination, the Dealer shall not solicit any Company Lead customer for any Non-Company Product, and shall not disparage or discourage continued use of the Distributed Products.

A.6 Ownership of Company Leads and Customer Data

All Company Leads and associated customer data are the exclusive property and confidential information of Company. The Dealer receives a limited, revocable, non-transferable license to use that data solely to perform the Lead Job and provide ongoing service to that customer.
The Dealer shall not sell, license, share, export, or add Company Lead data to any list used to market Non-Company Products, and shall not use it for any purpose beyond the Lead Job.
Upon termination, the Dealer shall return or delete all Company Lead data not required for warranty service, and shall certify deletion in writing on request.

A.7 Company’s Right to Reassign a Lead or Job

Company may, at its sole discretion and at any stage — before, during, or after installation — reassign a Company Lead, a Lead Job, any portion of a Lead Job, any remedial work, or any additional or future work at the same property, to another Certified Installer or to Company itself. Company may do so with or without cause, and specifically may do so if Company determines, in its own judgment, that the Dealer is not serving the lead or the customer well.
Company has no liability to the Dealer for lost profit, lost opportunity, or consequential damages arising from a reassignment, and no obligation to justify its decision.
Upon reassignment, the Dealer shall promptly stop work, leave the site safe and clean, and deliver to Company all drawings, layouts, quotes, customer correspondence, and unused Distributed Products for the job. Distributed Products supplied for the job shall be returned for credit or invoiced at cost, at Company’s election.
If Company reassigns for reasons other than the Dealer’s breach or poor service, Company shall pay the Dealer for labor actually performed and documented up to the date of reassignment, at an appropriate labor rate not to exceed $50.00 (fifty dollars) per hour, together with the documented cost of any third-party materials the Dealer purchased specifically for the job with Company’s prior approval. If Company reassigns because of the Dealer’s breach, poor service, or failure to meet Section A.3, any payment is at Company’s sole discretion, subject to the same $50.00 per hour cap.
To claim payment, the Dealer must submit a written log of hours worked, by date and task, within 10 (ten) days of reassignment. Payment is due within 30 (thirty) days of Company’s receipt of an acceptable log.
The Dealer shall look solely to Company for payment relating to a reassigned Lead Job, and shall not bill, pursue, or assert any claim or encumbrance against the customer or the customer’s property for that work.

A.8 Pricing, Service and Consideration on Lead Jobs

Best pricing. The Dealer shall offer every Company Lead the best pricing and terms it offers to any other client for comparable products, scope, and site conditions, and shall not price a Company Lead less favorably than a comparable self-generated job.
Best service. The Dealer shall offer every Company Lead customer maintenance, service, warranty support, and response-time commitments on terms, pricing, and scope no less favorable than those it offers to any other client for comparable work.
No Company pricing direction. Company does not set, recommend, or approve the Dealer’s retail pricing or maintenance plan pricing. These are determined solely by the Dealer based on its own cost structure, locality, and market conditions.
The Dealer shall present Company’s current product tiers and options as published at BlueHopper.com to every Company Lead, and shall not withhold, misrepresent, or disparage any tier.
No fee on Distributed Products. The Dealer owes Company no referral fee, commission, or percentage on any portion of a Lead Job consisting of Distributed Products. Company’s consideration for those leads is the Dealer’s wholesale purchase of Distributed Products.
10% on Non-Company Products. Where Company has given prior written permission under Section A.4 for the Dealer to install a Non-Company Product on a Lead Job, the Dealer shall pay Company 10% (ten percent) of the total amount charged to the customer, inclusive of parts and labor, attributable to that Non-Company Product and its installation. Installing a Non-Company Product without permission is a material breach and does not excuse the 10%.
Anti-unbundling. The amount attributable to a Non-Company Product means the full price of the product, its installation labor, and any associated wiring, mounting, controls, programming, or trim work, as charged to the customer or to any person at the customer’s direction, across all contracts, invoices, change orders, and legal entities, for 36 (thirty-six) months following the Company Lead. Structuring, splitting, or re-labeling work to reduce the 10% is a material breach.
The 10% is payable within 15 (fifteen) days of the Dealer’s receipt of each customer payment, together with a copy of the corresponding customer invoice. Amounts unpaid after 30 (thirty) days accrue interest at 1.5% per month or the maximum permitted by law, whichever is less.

A.9 Reporting, Records and Audit

The Dealer shall confirm each completed Lead Job installation by email to the Lead Notice Address within 5 (five) business days of substantial completion, stating the customer name, site address, products installed, and completion date, for warranty registration purposes.
The Dealer shall report the disposition of each Company Lead (contacted / quoted / won / lost, with reason) by email to the Lead Notice Address within 48 (forty-eight) hours of each material event. If and when Company makes a CRM or online portal available and instructs the Dealer to use it, the Dealer shall log all such reporting in that system in addition to or in place of email, as Company directs.
The Dealer shall maintain complete records of every Company Lead — quotes, contracts, change orders, invoices, product lists, and correspondence — for 3 (three) years.
Company may audit those records on 10 (ten) days’ written notice, no more than twice per year, to verify compliance with this Exhibit A. If an audit reveals a breach or an underpayment exceeding 5%, the Dealer shall bear the full cost of the audit and pay the shortfall with interest.

A.10 Remedies for Breach of this Exhibit

The parties agree that damages from a breach of Sections A.4, A.5, A.6, or A.8 are difficult to estimate, because they comprise Company’s lost wholesale product revenue on the job, the forfeited cost Company incurred to generate the lead, Company’s materials and labor committed to the project, warranty and service exposure, and harm to Company’s brand and dealer network.
For each such breach, the Dealer shall reimburse Company for: (a) Company’s actual documented cost of all materials purchased, committed, or allocated for that lead project; (b) Company’s labor for design, quoting, coordination, project support, and administration of that lead project, at an appropriate labor rate not exceeding $50.00 (fifty dollars) per hour, supported by a written log of hours by date and task; and (c) Company’s documented cost to generate the lead.
Minimum recovery. The total amount payable under the preceding paragraph shall in no event be less than $5,000.00 (five thousand dollars) per breach. The parties agree this minimum is a reasonable forecast of Company’s lost wholesale product revenue and brand harm, which are real but incapable of accurate estimation, and is liquidated damages and not a penalty.
These amounts are in addition to, and not in lieu of, Company’s rights to injunctive relief, termination, suspension of lead assignment, revocation of Certified Installer status, reassignment of the job, and indemnification. Company is entitled to temporary and permanent injunctive relief without the posting of bond.

A.11 Precedence and Independence

This Exhibit A governs Company Leads and Lead Jobs. In the event of a conflict between this Exhibit A and any other provision of this Agreement with respect to a Company Lead, this Exhibit A controls.
Company may suspend or terminate this Exhibit A, or the assignment of Company Leads, at any time without terminating the remainder of this Agreement.
Sections A.4 (as to installed jobs), A.5, A.6, A.8, A.9, and A.10 survive termination of this Agreement.

Installer Agreement

MeshTek Labs — BlueHopper Solutions LLC | Version 4.2

This Certified Installer Company (the “Dealer”) Agreement (the “Agreement”) is effective from Date of Acceptance.

BETWEEN: MeshTek Labs, a Delaware C-Corp and BlueHopper Solutions LLC (the “Company”), a company organized and existing under the laws of the Texas, with its head office located at 17330 Preston Rd, Suite 120A, Dallas, 75252, TX, USA.

AND: an organization (the “Dealer” / “Certified Installer”) per the details filled up in the form for this agreement and business purposes.

WHEREAS:

Dealer holds the sales and installation rights for the products sold or distributed by BlueHopper Solutions and MeshTek Labs;
Company’s products (”Products”) are trademark products, the sales and installation of which require specialized technical knowledge and involve after-sales consulting activities and services. The Products are those offered by the Company as listed at BlueHopper.com from time to time, together with any other product the Company authorizes in writing;
The Dealer affirms that it has particular experience or is willing to gain particular experience in the distribution of Products and that it possesses adequate facilities for commercial demonstration capabilities as well as qualified staff for the sale and maintenance of Products;

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Status of Dealer and Parties

Company hereby appoints the Dealer as a “Certified Installer” of the Products to this agreement (hereinafter referred to as the “Distributed Products”), and the Dealer accepts such appointment. The appointment of the Dealer is non-exclusive and does not imply the granting of a specific geographic area.

It is agreed that the Dealer shall act for and on behalf of itself as an independent co-contracting party. It shall not be empowered or authorized to bind Company in any manner whatsoever. None of the provisions of this agreement may be construed as creating an employee-employer relationship between the Dealer and Company.

2. Obligations of Company

Company shall:

Furnish the Dealer with access to marketing brochures, user instruction, training, troubleshooting, and other material to assist the Dealer in promoting, selling, installing, and after-sales service of the Distributed Products. Additional material will be made available to the Dealer at a reasonable price.
Furnish to the Dealer technical assistance and information concerning the Distributed Products and keep the Dealer informed of new information concerning the Distributed Products, as stipulated below.
Provide the training access to at least one employee of the Dealer for the installation and maintenance of Products.
Company will use its best efforts to deliver accepted orders as quickly as required. Nevertheless, Company shall not be responsible for any direct or indirect damage which may be caused to the Dealer or any third party by Company’s failure to fill any order or by any delay in delivery.

3. Duties, Obligations and Statements of the Dealer

The Dealer will use its best efforts to promote, advertise and sell the Distributed Products.
Train and maintain a sufficient qualified and competent staff to promote and sell the Distributed Products, carry out the after-sales service of such products and, in general, fulfill its obligations arising from this agreement. Company envisages organizing training sessions for Dealers. The Dealer shall at all times, but no more than once a year, have at least one employee who has been trained, whether by Company or by a Company-authorized distributor as verified by Company. The cost of such training, such as travel, accommodation, food, etc., will be borne by the Dealer.
Display the Distributed Products in an appropriate and attractive environment.
Furnish to customers, prior to and after the sale, technical assistance with regard to programming of and information on the software, and inform customers regarding the use of the Distributed Products.
Demonstrate the Distributed Products to customers who so request.
Promptly notify Company of all defective products or any safety problem encountered and keep Company informed of all customer complaints.
Maintain, a minimum of $1 million for the first year and a minimum of $2M after that, sufficient liability insurance coverage to protect Company from all claims by customers resulting from the acts, failures, omissions and/or erroneous statements of the Dealer. The Dealer shall name Company as an additional insured on such policy and shall furnish Company with a certificate of insurance evidencing this coverage upon request and upon each renewal. Failure to maintain or evidence the required coverage is a material breach.
The Dealer shall provide prompt and efficient after-sales service of all the Distributed Products under original warranty, covered by the extended warranty or by a service contract. The Dealer shall also deal with all customer claims and complaints, both prior to and after the sale. The Dealer shall avail Company’s standard warranty agreement for the defective parts replacement or refund.
Only Distributed Products or other products authorized in writing by Company may be used to provide the after-sales service.
The Dealer agrees to fulfill customer service, repair, and maintenance requirements at appropriate and reasonable costs to its customers. Dealer shall not refuse to provide services to any customers for whom Dealer has installed the Company’s products. Dealer shall deliver industry-standard services in a timely manner, including but not limited to maintenance, implementation of additional changes per the customer’s requirements, troubleshooting, and resolution of issues or problems experienced by such customers.
The Dealer shall at all times conduct its business in such a manner as to enhance the reputation and credibility of Company and Distributed Products. It shall, in particular, refrain from participating in any unlawful, unfair, deceitful or immoral practice and refrain from selling the Distributed Products to any other individual, Dealer or organization, which has recourse to such practices.
In the event of a merger or reorganization of the Dealer, or any change in the control of the Dealer or any transfer of a substantial part of the business thereof, the Dealer shall notify Company in writing thereof no later than 30 (thirty) days prior to the occurrence of such an event.

4. Company Leads

Company may, from time to time and at its sole discretion, assign homeowner or commercial property leads generated by Company (“Company Leads”) to the Dealer. The terms governing Company Leads are set out in Exhibit A (Company Lead Program), attached to and forming part of this agreement, and the Dealer agrees to be bound by them.

Exhibit A applies only to Company Leads and to jobs arising from Company Leads. Nothing in Exhibit A restricts the Dealer’s conduct of any business that does not originate from a Company Lead, and nothing in Exhibit A requires the Dealer to sell or install the Distributed Products exclusively outside of Company Leads.

In the event of a conflict between Exhibit A and the body of this agreement with respect to a Company Lead, Exhibit A controls. Company may suspend or terminate the assignment of Company Leads, or Exhibit A in its entirety, at any time without terminating the remainder of this agreement.

5. Prices Billed to Dealer

Company will periodically inform or make available via its online store to the Dealer of the current prices of its products. The Dealer undertakes to pay the prices applicable to the Distributed Products as specified in the Company price schedule or as per Company’s online store in force on the corresponding Order Date.

Prices quoted by Company do not include shipping charges and Tax.

6. Dealer’s Sales Price

The suggested prices published in the Dealer Price List are provided solely as a guide; the Dealer is entirely free to choose the price at which it will sell the Distributed Products.

Delivery will be made PREPAID to the Company warehouse from which the products are delivered. Except as otherwise indicated in the order, delivery will be made to the address of the Dealer as indicated in this agreement. All risks will be transferred to the Dealer from the moment the products are released by Company to a carrier.

Except as otherwise stipulated in the order, Company may make partial deliveries, which deliveries shall be made and paid separately within the time period set out in section.

7. Confidentiality

The Dealer acknowledges that any information concerning Company and the Distributed Products including, without being limited thereto, the organization of Company, or its business transactions, the customer lists, the Company Leads, the price list, the sales practices, the operational procedures and practices, the technical data for the Distributed Products and software, whether they be the property of Company or granted under license to Company by third parties, are of vital interest to Company and shall be kept confidential by the Dealer in all circumstances. Further, this agreement shall be considered to be confidential information. Accordingly, the Dealer undertakes, for the term of the agreement and for a period of 5 (five) years after its termination, notwithstanding the reason therefore, not to:

Disclose, publish or disseminate any confidential information;
Use any confidential information for its own account;
Authorize any other person to disclose, publish or disseminate written confidential information, including appropriate markings of confidential written information.

8. Intellectual Property and Brand Use

Company retains all right, title, and interest in and to its patents, patent applications, trademarks, trade names, logos, trade dress, copyrights, software, firmware, mobile applications, cloud services, control protocols, design files, and marketing materials (collectively, the “Company IP”). Nothing in this agreement transfers any ownership interest in the Company IP to the Dealer.

Company grants the Dealer a limited, revocable, non-exclusive, non-transferable license to use Company trademarks and marketing materials solely to promote, sell, install, and service the Distributed Products during the Term, in the form and manner Company approves. The Dealer shall not alter Company marks or combine them with its own marks in a way that suggests joint ownership.

The Dealer shall not, and shall not permit or assist any third party to:

Reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code, firmware, control protocol, wireless mesh protocol, or design of any Distributed Product, application, or cloud service;
Modify, tamper with, clone, or create derivative works of any Distributed Product, firmware, or software, or defeat any technical protection measure;
Remove, obscure, or alter any patent marking, trademark, serial number, or proprietary notice on any Distributed Product or its packaging;
Register or attempt to register, in any jurisdiction, any trademark, trade name, domain name, social media handle, or design that is identical or confusingly similar to any Company mark, or any patent or design right covering or derived from the Distributed Products;
Use the Company IP to develop, source, manufacture, or market any product that competes with the Distributed Products.

The Dealer shall promptly notify Company of any suspected infringement, counterfeiting, or misuse of the Company IP that comes to its attention, and shall reasonably cooperate with Company, at Company’s expense, in any resulting enforcement action.

Upon expiration or termination of this agreement, the Dealer shall immediately cease all use of the Company IP, remove Company marks from its vehicles, premises, signage, websites, social media, and advertising, and shall not hold itself out as a Certified Installer. The Dealer shall assign to Company, at Company’s request and expense, any registration it has obtained in breach of this section.

The Dealer acknowledges that a breach of this section would cause Company irreparable harm for which monetary damages would be inadequate, and that Company is entitled to injunctive relief without the posting of bond, in addition to all other remedies.

9. Indemnification

Dealer shall indemnify, defend, and hold harmless the Company and its officers, directors, agents, employees, and affiliates (collectively, the “Indemnified Parties”), from and against any and all claims, demands, actions, costs, expenses (including reasonable attorneys’ fees), liabilities, judgments, causes of action, proceedings, suits, losses, and damages of any nature whatsoever, which are threatened or brought against, or are suffered or incurred by, any Indemnified Party to the extent arising out of or resulting from the Dealer’s acts or omissions relating to this Agreement, including without limitation:

any negligent or tortious conduct of the Dealer;
any breach by the Dealer of any of the representations, warranties, covenants, or conditions contained in this Agreement;
any violation by the Dealer of applicable laws or regulations;
any breach by the Dealer of any express or implied including by its marketing, warranties relating to the Products, including implied warranties of merchantability and fitness for a particular purpose.

The Dealer shall further indemnify, defend, and hold harmless the Indemnified Parties from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:

Dealer’s sale or distribution of the Products;
claim of personal injury, death, or property damage arising out of or in connection with the use or sale of the Products.

10. Term and Termination

This Agreement shall commence on the Effective Date and shall continue for an initial term of one (1) year (the “Initial Term”). Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term”), unless either party provides written notice to the other party of its intention not to renew at least sixty (60) days prior to the expiration of the Initial Term or any subsequent Renewal Term. The Initial Term and any Renewal Term shall collectively be referred to as the “Term.”

Further, Company may terminate this agreement if the Dealer fails to fulfill any of its obligations as defined herein. The agreement will be terminated of right 30 (thirty) days after notice is given to the Dealer to fulfill its obligation by registered letter or email, in the event that, notwithstanding such notice of default, the Dealer has not remedied its default.

Notwithstanding the foregoing 30 (thirty) day cure period, Company may terminate this agreement immediately, without notice of default and without any opportunity to cure, upon: (a) any breach of Section A.4, A.5, or A.6 of Exhibit A; (b) fraud, misrepresentation, or falsification of lead disposition, project cost, insurance, or other reporting; (c) any breach of Section 8 (Intellectual Property and Brand Use); or (d) conduct by the Dealer that Company reasonably determines to be materially damaging to the reputation of Company or the Distributed Products.

Effect of termination. Upon expiration or termination for any reason, the Dealer shall immediately: (a) cease all use of the Company IP and cease holding itself out as a Certified Installer; (b) return or delete all Company Lead data and confidential information not required for warranty service, and certify the same in writing on request; (c) complete, or transition to Company or another Certified Installer as Company directs, all jobs then in progress; and (d) pay all amounts then owed to Company. Termination does not relieve the Dealer of its warranty, service, and maintenance obligations to customers for whom it has already installed the Distributed Products, nor of any obligation that survives under Section 17.

Company shall also be entitled to terminate the agreement by registered letter or email with acknowledgement of receipt in the event of judicial settlement, liquidation of property, insolvency, winding-up, provisional suspension of proceedings or any other procedures for the collective or judicial purging of the Dealer.

11. Warranties

Except for the warranty set out on the warranty provisions provided for the Distributed Products, Company provides no other warranty as to the performance of such products in respect of the Dealer or any other person. In any event, the liability of Company is limited to the price effectively paid by the Dealer for the Distributed Product and may in no case include a loss of profit or indirect damage of any nature whatsoever. Company reserves the right to modify the terms and conditions of the warranty at any time.

12. Non-Disparagement

The Installer agrees not to make, publish, or communicate any false, defamatory, misleading, or disparaging statements, claims, or representations about the Company, its services, products, or personnel in any form, including but not limited to social media platforms, public forums, or any other medium. The Installer further agrees that any violation of this clause, including the publication of false information or statements that violate the terms of this agreement, may result in immediate termination of this agreement, legal action, and/or other remedies as permitted by law.

13. Notices

Any notice provided for in this agreement shall be given by registered letter with acknowledgement of receipt to the address as indicated in this agreement or any other address of which either of the parties has given notice to the other. Notices relating to Company Leads may be given by email to the Lead Notice Address defined in Exhibit A.

14. Waiver

Any waiver by Company to sanction a breach of this agreement shall be made in writing and will be effective only to the extent indicated therein, and shall not be construed as a waiver of any suit in the event of any subsequent failure of the Dealer.

15. Assignment

The Dealer undertakes not to assign, delegate, transfer or sell any of the rights, duties or obligations which are incumbent thereon pursuant to this agreement. Any purported assignment by the Dealer in breach of this section is void.

Company may assign, delegate, or transfer this agreement and any of its rights and obligations hereunder, in whole or in part, without the consent of the Dealer, to any affiliate, successor, or acquirer, including in connection with a merger, reorganization, restructuring between MeshTek Labs and BlueHopper Solutions LLC, or sale of all or substantially all of the assets or business to which this agreement relates. This agreement binds and benefits the parties and their permitted successors and assigns.

16. Entire Agreement

This agreement, together with Exhibit A, contains the entire understanding of the parties and cancels and supersedes all prior discussions and agreements between the parties, whether written or oral, including any statement or assurance made by any distributor or third party. This provision is subject to Section 22.

17. Survival of the Obligations

All obligations which by their very nature continue beyond the termination of this agreement shall survive the expiration or termination hereof.

18. Jurisdiction

This Agreement shall be interpreted under the laws of the Texas. Any and all legal actions relative hereto shall be in the courts of the Dallas County in the state of Texas, and each party irrevocably submits to the exclusive jurisdiction and venue of those courts and waives any objection based on forum non conveniens.

In any action, arbitration, or proceeding to enforce or interpret this agreement, the prevailing party shall be entitled to recover from the other party its reasonable attorneys’ fees, expert fees, court costs, and other costs of enforcement and collection, in addition to any other relief awarded.

Notwithstanding the foregoing, Company may seek temporary, preliminary, and permanent injunctive relief and specific performance in any court of competent jurisdiction, without the posting of bond and without waiving any other remedy, to restrain a breach or threatened breach of Exhibit A, Section 7, or Section 8.

19. Invalidity

In the event that any of the clauses hereof be invalid, unlawful or unenforceable, the validity, legality and enforcement of all the other clauses shall not be affected thereby in any manner whatsoever.

20. Prohibition of False Information and Fraudulent Activities

Dealer agrees that all information provided by Dealer during the use of our services must be accurate, complete, and truthful. Dealer further agree not to falsify, misrepresent, or omit any information, including but not limited to personal details, payment information, lead disposition or project cost reporting, or any data submitted through our platform. Any attempt to engage in fraudulent activities, including impersonation, unauthorized access, or manipulation of Company’s systems, is strictly prohibited and may result in the immediate termination of your account, forfeiture of any associated benefits, and potential legal action.

21. Headings

The headings of the sections in this agreement are provided for convenience of reference only and shall not be construed or interpreted as limiting or affecting the substance of the provisions hereof.

22. Acceptance of this Agreement

The Dealer may be asked to accept this agreement more than once — at onboarding, upon store access, and within Company’s applications — but each acceptance is an acceptance of this same agreement: multiple acceptances create no separate, duplicate, or cumulative agreement, obligation, or fee, this agreement runs continuously from the first acceptance, the most recently accepted version governs and supersedes all earlier versions, and Company’s electronic records of acceptance are conclusive absent manifest error. No terms of service, license, or platform terms in Company’s applications or websites supersede or limit this agreement as it applies to the Dealer, and no distributor, sales representative, or other third party has authority to bind Company or to make any representation, promise, or guarantee on its behalf as to territory, exclusivity, lead volume, pricing, margin, or product availability.

By clicking “Accept,” you confirm that you have read, understood, and agree to be bound by the terms and conditions outlined in this agreement. Your electronic acceptance is legally binding and equivalent to your handwritten signature.

EXHIBIT A

COMPANY LEAD PROGRAM — Terms Applicable to Company Leads Only

This Exhibit A is attached to and forms part of the Certified Installer Company Agreement between MeshTek Labs / BlueHopper Solutions LLC (“Company”) and the Dealer. It applies only to Company Leads and to jobs arising from Company Leads. It does not restrict the Dealer’s conduct of any business that does not originate from a Company Lead. Capitalized terms not defined in this Exhibit have the meaning given in the body of the agreement.

A.1 Definitions

“Company Lead” means any residential, commercial or municipal prospect, inquiry, referral, appointment, or customer contact that is generated, purchased, advertised for, or otherwise originated by Company and transmitted or assigned to the Dealer, together with all related contact data, project details, quotes, and correspondence. It includes a lead originating from BlueHopper’s website where a prospective customer contacts the Dealer using the contact details listed thereon. It also includes a lead generated through third-party lead generation services provided to Dealers under the Company’s lead generation program, whether recommended, operated in partnership with, or subsidized by the Company from time to time.”
“Lead Job” means any project, quote, sale, or installation that arises from, is traceable to, or would not have occurred but for a Company Lead.
“Non-Company Product” means any product not offered by Company as listed at BlueHopper.com and not otherwise authorized by Company in writing.
“Lead Notice Address” means Sales@BlueHopper.com, or such other Company personnel or email address as Company designates in writing.

A.2 Assignment and Acceptance of Leads

Company Leads are assigned at Company’s sole discretion. Company guarantees no volume, quality, territory, or exclusivity of leads, and may withhold, reassign, or discontinue leads at any time.
The Dealer shall accept or decline each Company Lead within 24 (twenty-four) hours of transmission. Failure to respond is deemed a decline, and Company may reassign the lead without notice or compensation.
Acceptance of a Company Lead constitutes agreement to every obligation in this Exhibit A with respect to that lead.

A.3 Diligence in Winning and Serving the Job

For every accepted Company Lead, the Dealer shall, at its own cost, use diligent efforts to win, install, and service the job, and shall at minimum:

Make first contact with the prospect within 24 (twenty-four) hours of acceptance, by phone and by a second channel (text or email).
Offer an on-site consultation or design visit within 3 (three) business days of first contact, at a time reasonably convenient to the prospect.
Deliver a complete written quote — itemized scope, fixture count, layout, and price — within 5 (five) business days of the site visit.
Make no fewer than 3 (three) documented follow-up attempts over the 14 (fourteen) days following delivery of the quote, until the prospect accepts, declines, or requests no further contact.
Present an appropriate maintenance, service, and warranty support plan with every quote, and offer it again at the time of installation.
Answer all pre-sale and post-sale questions regarding the Products, provide demonstrations on request, and demonstrate the mobile application and control features to the customer at handover.
Provide continuing post-installation support, service, troubleshooting, and warranty administration, and not refuse service to any customer originating from a Company Lead.

Failure to meet these standards on 2 (two) or more Company Leads in any rolling 90 (ninety) day period entitles Company to suspend lead assignment, reassign open leads, or terminate the Company Lead program immediately.

A.4 Products on Lead Jobs

The Dealer shall install, quote, specify, and supply only Distributed Products on every Lead Job.
The Dealer shall not present, pitch, recommend, reference, compare, offer as an alternative, upsell, cross-sell, or quote any Non-Company Product to a Company Lead or Lead Job customer without Company’s prior written permission.
The Dealer shall not substitute any Non-Company fixture, controller, power supply, driver, gateway, or application into a Lead Job, including as a “value option,” “budget alternative,” or backorder substitute. If Distributed Products are unavailable, the Dealer shall notify Company and delay the job rather than substitute.
Where a Lead Job requires a product Company does not carry or cannot fulfill, the Dealer shall request written permission at the Lead Notice Address before sourcing, quoting, or installing it, identifying the customer, the product, and the reason. Permission is granted or withheld in Company’s sole discretion, applies only to the instance stated, and does not waive the consideration payable under Section A.8. Silence is not permission.
Nothing in this Section prevents the Dealer from repairing, removing, or servicing a lighting system already installed at the property prior to the Company Lead, provided the Dealer does not sell, extend, or expand any Non-Company Product.
Company warranties are void as to any installation into which a Non-Company Product has been introduced without written permission, and the Dealer assumes full responsibility for that installation.

A.5 Non-Circumvention and Non-Diversion

The Dealer shall not, directly or indirectly, and shall not permit any owner, employee, affiliate, subcontractor, or related entity to: (a) transact with a Company Lead outside this Agreement; (b) route a Company Lead to another business, entity, or individual; (c) decline or report a Company Lead as lost and thereafter pursue, quote, or perform work for that prospect; or (d) perform work for a Company Lead using Non-Company Products without permission.
This obligation applies for 36 (thirty-six) months following transmission of the Company Lead and survives termination of this Agreement.
For 36 (thirty-six) months after termination, the Dealer shall not solicit any Company Lead customer for any Non-Company Product, and shall not disparage or discourage continued use of the Distributed Products.

A.6 Ownership of Company Leads and Customer Data

All Company Leads and associated customer data are the exclusive property and confidential information of Company. The Dealer receives a limited, revocable, non-transferable license to use that data solely to perform the Lead Job and provide ongoing service to that customer.
The Dealer shall not sell, license, share, export, or add Company Lead data to any list used to market Non-Company Products, and shall not use it for any purpose beyond the Lead Job.
Upon termination, the Dealer shall return or delete all Company Lead data not required for warranty service, and shall certify deletion in writing on request.

A.7 Company’s Right to Reassign a Lead or Job

Company may, at its sole discretion and at any stage — before, during, or after installation — reassign a Company Lead, a Lead Job, any portion of a Lead Job, any remedial work, or any additional or future work at the same property, to another Certified Installer or to Company itself. Company may do so with or without cause, and specifically may do so if Company determines, in its own judgment, that the Dealer is not serving the lead or the customer well.
Company has no liability to the Dealer for lost profit, lost opportunity, or consequential damages arising from a reassignment, and no obligation to justify its decision.
Upon reassignment, the Dealer shall promptly stop work, leave the site safe and clean, and deliver to Company all drawings, layouts, quotes, customer correspondence, and unused Distributed Products for the job. Distributed Products supplied for the job shall be returned for credit or invoiced at cost, at Company’s election.
If Company reassigns for reasons other than the Dealer’s breach or poor service, Company shall pay the Dealer for labor actually performed and documented up to the date of reassignment, at an appropriate labor rate not to exceed $50.00 (fifty dollars) per hour, together with the documented cost of any third-party materials the Dealer purchased specifically for the job with Company’s prior approval. If Company reassigns because of the Dealer’s breach, poor service, or failure to meet Section A.3, any payment is at Company’s sole discretion, subject to the same $50.00 per hour cap.
To claim payment, the Dealer must submit a written log of hours worked, by date and task, within 10 (ten) days of reassignment. Payment is due within 30 (thirty) days of Company’s receipt of an acceptable log.
The Dealer shall look solely to Company for payment relating to a reassigned Lead Job, and shall not bill, pursue, or assert any claim or encumbrance against the customer or the customer’s property for that work.

A.8 Pricing, Service and Consideration on Lead Jobs

Best pricing. The Dealer shall offer every Company Lead the best pricing and terms it offers to any other client for comparable products, scope, and site conditions, and shall not price a Company Lead less favorably than a comparable self-generated job.
Best service. The Dealer shall offer every Company Lead customer maintenance, service, warranty support, and response-time commitments on terms, pricing, and scope no less favorable than those it offers to any other client for comparable work.
No Company pricing direction. Company does not set, recommend, or approve the Dealer’s retail pricing or maintenance plan pricing. These are determined solely by the Dealer based on its own cost structure, locality, and market conditions.
The Dealer shall present Company’s current product tiers and options as published at BlueHopper.com to every Company Lead, and shall not withhold, misrepresent, or disparage any tier.
No fee on Distributed Products. The Dealer owes Company no referral fee, commission, or percentage on any portion of a Lead Job consisting of Distributed Products. Company’s consideration for those leads is the Dealer’s wholesale purchase of Distributed Products.
10% on Non-Company Products. Where Company has given prior written permission under Section A.4 for the Dealer to install a Non-Company Product on a Lead Job, the Dealer shall pay Company 10% (ten percent) of the total amount charged to the customer, inclusive of parts and labor, attributable to that Non-Company Product and its installation. Installing a Non-Company Product without permission is a material breach and does not excuse the 10%.
Anti-unbundling. The amount attributable to a Non-Company Product means the full price of the product, its installation labor, and any associated wiring, mounting, controls, programming, or trim work, as charged to the customer or to any person at the customer’s direction, across all contracts, invoices, change orders, and legal entities, for 36 (thirty-six) months following the Company Lead. Structuring, splitting, or re-labeling work to reduce the 10% is a material breach.
The 10% is payable within 15 (fifteen) days of the Dealer’s receipt of each customer payment, together with a copy of the corresponding customer invoice. Amounts unpaid after 30 (thirty) days accrue interest at 1.5% per month or the maximum permitted by law, whichever is less.

A.9 Reporting, Records and Audit

The Dealer shall confirm each completed Lead Job installation by email to the Lead Notice Address within 5 (five) business days of substantial completion, stating the customer name, site address, products installed, and completion date, for warranty registration purposes.
The Dealer shall report the disposition of each Company Lead (contacted / quoted / won / lost, with reason) by email to the Lead Notice Address within 48 (forty-eight) hours of each material event. If and when Company makes a CRM or online portal available and instructs the Dealer to use it, the Dealer shall log all such reporting in that system in addition to or in place of email, as Company directs.
The Dealer shall maintain complete records of every Company Lead — quotes, contracts, change orders, invoices, product lists, and correspondence — for 3 (three) years.
Company may audit those records on 10 (ten) days’ written notice, no more than twice per year, to verify compliance with this Exhibit A. If an audit reveals a breach or an underpayment exceeding 5%, the Dealer shall bear the full cost of the audit and pay the shortfall with interest.

A.10 Remedies for Breach of this Exhibit

The parties agree that damages from a breach of Sections A.4, A.5, A.6, or A.8 are difficult to estimate, because they comprise Company’s lost wholesale product revenue on the job, the forfeited cost Company incurred to generate the lead, Company’s materials and labor committed to the project, warranty and service exposure, and harm to Company’s brand and dealer network.
For each such breach, the Dealer shall reimburse Company for: (a) Company’s actual documented cost of all materials purchased, committed, or allocated for that lead project; (b) Company’s labor for design, quoting, coordination, project support, and administration of that lead project, at an appropriate labor rate not exceeding $50.00 (fifty dollars) per hour, supported by a written log of hours by date and task; and (c) Company’s documented cost to generate the lead.
Minimum recovery. The total amount payable under the preceding paragraph shall in no event be less than $5,000.00 (five thousand dollars) per breach. The parties agree this minimum is a reasonable forecast of Company’s lost wholesale product revenue and brand harm, which are real but incapable of accurate estimation, and is liquidated damages and not a penalty.
These amounts are in addition to, and not in lieu of, Company’s rights to injunctive relief, termination, suspension of lead assignment, revocation of Certified Installer status, reassignment of the job, and indemnification. Company is entitled to temporary and permanent injunctive relief without the posting of bond.

A.11 Precedence and Independence

This Exhibit A governs Company Leads and Lead Jobs. In the event of a conflict between this Exhibit A and any other provision of this Agreement with respect to a Company Lead, this Exhibit A controls.
Company may suspend or terminate this Exhibit A, or the assignment of Company Leads, at any time without terminating the remainder of this Agreement.
Sections A.4 (as to installed jobs), A.5, A.6, A.8, A.9, and A.10 survive termination of this Agreement.

Installer Tri-fold Download

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[✓] By checking the box and clicking "Accept", I acknowledge and agree that I have read, understood, and agree to be legally bound by the terms and conditions of this Confidentiality and Non-Disclosure Agreement with MeshTek.

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