This Retailer Agreement (“Agreement”) contains all of the terms of the agreement between Granite Gold Inc. and Granite Gold Services Inc. , California corporations (“Granite Gold®”), and (“Retailer”) for Retailer’s sale of the Granite Gold® products listed on and .

1. Term. The term (“Term”) of this Agreement will be from execution date for 12 months unless terminated earlier as provided in this Agreement. This Agreement shall automatically extend for 12 months provided neither party cancels 60 days prior to expiration.

2. Summary.

Retailer agrees to the following:
1. Sell and market Granite Gold® stone care prroducts and services.
2. Allow Granite Gold® to assist with sales training to sales and customer support personnel employed by Retailer.

Granite Gold® agrees to:
1. Provide customer service call center for all Granite Gold® Protection Plan customers.
2. Process and administrate all claims arising from customer claims sold under the Granite Gold® Protection Plan.
3. Provide collateral materials to assist Retailer to market Granite Gold® Protection Plan and Granite Gold® Products.

(a) Protection Plans. During the Term, Retailer will offer only the Granite Gold® protection plan products (“Plans”) specified on , which may be changed from time to time upon written agreement of the parties. Retailer will offer no other countertop or cabinet protection plan products during the Term. Granite Gold® will make no material changes to the terms of any Plan without 30 days’ written notice to Retailer. Each Plan is a contract between Granite Gold® and the consumer to whom Retailer sells the Plan. Retailer is not a party to any Plan, nor is Retailer a third-party beneficiary under any Plan.

(b) Stone Care and Maintenance Products. Retailer will offer the Granite Gold® stone care and maintenance products specified on . Granite Gold® will provide a display for such products, and if Granite Gold® provides a display, Retailer will maintain the display in good condition and working order. Retailer will maintain adequate stock levels for the products as agreed between the parties to present Granite Gold® products in a positive manner.

4. Best Efforts. Retailer will use its best efforts to sell Granite Gold® products to consumers at all of its retail locations. Granite Gold® will provide appropriate training material for both products and services.

5. Delivery of Plans to Consumers. Retailer will make available a copy of the most current version of each Plan that it sells for its consumers to review prior to purchase and permit consumers to have a copy of the Plan upon request. In addition to, but not in lieu of, this obligation, Retailer may provide consumers with any summary or description of Plan coverage approved by Granite Gold® in writing. Offering any summary or description of a Plan that is not approved by Granite Gold® is a material breach of this Agreement.

6. Pricing. Prices for all the products are set forth in advance between Granite Gold® and Retailer. Granite Gold® has the right to change prices from time to time on not less than 30 days’ written notice to Retailer.

7. Claims. Granite Gold® will review in good faith all claims submitted by consumers under Plans and determine in its sole discretion whether a claim is covered under the terms of the Plan and what service or remedy is available to the consumer for any claim covered under the Plan. For each covered claim, Granite Gold® will provide services as required by the Plan, such as cleaning, repair, or settlement. Retailer will promptly inform Granite Gold® of any complaints received by Retailer with respect to any claim. Granite Gold® will identify a customer service contact to work with Retailer’s customer service department to review any disputed claims or complaints.

8. Disputed Invoice Resolution.

(a) If Retailer or Granite Gold® disputes an amount or claims a deduction on any invoice, each party agrees to promptly provide any documentation or information reasonably requested by the other party.

(b) Each of Retailer and Granite Gold® agrees no such dispute or deduction may be raised more than 1 year from the date of the invoice.

(c) Neither party may set off any claim, disputed amount or deduction against amounts payable to the other party.

9. Termination. Either party may terminate this Agreement immediately upon written notice of termination to the other party if (i) the other party becomes insolvent, declares or is declared bankrupt; (ii) the other party suffers a material adverse change in financial condition; (iii) the other party fails to cure any breach of this Agreement within 30 days after written notice of the breach (or 3 days after written notice in the event of a payment default).

Upon and after termination, Retailer will continue to fill Granite Gold®’s orders for claim repairs for all Plans sold by Retailer, and Granite Gold® will honor the Plan terms for all Plans sold by Retailer prior to termination which were timely reported and paid to Granite Gold®.

10. Terms of Payment.

Retailer is solely responsible for payment of the Plan based on pricing described in Section 6. Payment for Plan(s) is due upon receipt. Retailer understands and acknowledges that timely payment of Plan(s) is essential for Granite Gold® to provide Services under the Plan and non-payment of Plan(s) will result in the termination of the Plan. In the event of a Plan termination due to non-payment, Retailer agrees to immediately refund its Consumer the purchase price of the Plan(s).


11. Miscellaneous.

(a) Any notice required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given 3 business days after deposit if sent by certified or registered first class mail, the next business day after deposit if sent by reputable overnight courier service or upon electronic confirmation of delivery if sent by email to a party.

(b) During the Term, and for a period of 3 years thereafter, each party shall maintain the confidentiality of any Confidential Information (as defined below), whether oral or written, provided by the other party. “Confidential Information” means any information or compilation of information, not generally known, which is proprietary to the disclosing party and is marked or otherwise identified as confidential or proprietary prior to delivery to the receiving party or within a reasonable time thereafter, including without limitation, trade secrets, marketing plans or proposals and product prices.

(c) If a provision of this Agreement is held invalid by a court of competent jurisdiction, the remaining provisions shall be enforced in accordance with their terms.

(d) This Agreement shall be deemed to have been made in the State of California and shall be governed by and construed in accordance with the laws of the State of California. The parties agree any enforcement or legal action brought on account of or in connection with this Agreement, or the relationship between the parties, shall be commenced exclusively in, and each party hereby consents to exclusive jurisdiction in and the venue of, the District Court of the State of California, in the United States District Court, District of California.

(e) This Agreement, together with its exhibits, constitutes the entire agreement between parties and supersedes any and all prior and contemporaneous oral or written understandings between the parties relating to the subject matter of this Agreement. This Agreement may be amended or supplemented only in a written agreement signed by both parties.

(f) This Agreement may not be assigned or delegate in whole or in part by either party without the prior written consent of the other party. Any sale of a controlling interest in a party, sale of all or substantially all of its assets or a merger with or into another entity (other than a solvent reorganization within entities under common control) shall be deemed an assignment for which consent of the other party is required. This Agreement shall be binding upon and shall inure to the benefit of each party and its permitted assigns.

(g) Each term of this Agreement which expressly survives expiration or termination of this Agreement, or otherwise where the context reasonably requires, shall survive expiration or termination of this Agreement.

Authorized representatives of the parties have signed and delivered this Agreement to be effective as of the date set forth in Section 1.