Exhibit 10.1
EXECUTION VERSION
INDEPENDENT RETAILER AGREEMENT
THIS INDEPENDENT RETAILER AGREEMENT shall be deemed to be effective as of June
21, 2004 (the "Effective Date") between DIRECTV, Inc., a California corporation
("DIRECTV") and KVH Industries, Inc., a Delaware corporation ("Retailer"), with
reference to the following:
A. DIRECTV operates a direct broadcast satellite service ("DBS Service") through
which consumers may receive video, audio and other programming using specialized
digital satellite receiving equipment ("DIRECTV System").
B. Retailer manufactures and sells and plans to operate a business selling,
installing and maintaining specialized mobile antennas and set-top box receivers
that enable passenger vehicles (as defined below) to receive DIRECTV
Programming, under the trade name "KVH Industries" through its authorized
dealers listed on Exhibit A attached hereto, as the same may be amended from
time to time in DIRECTV's sole discretion ("Dealers").
C. Retailer desires to act as one of DIRECTV's commissioned independent
retailers for its DBS Service and solicit consumers to order certain DIRECTV
programming packages and services which are identified in Exhibit B attached
hereto, as the same may be amended from time to time ("DIRECTV Programming
Packages").
NOW, THEREFORE, the parties hereby agree as follows:
1. APPOINTMENT OF INDEPENDENT RETAILER.
1.1 APPOINTMENT. DIRECTV hereby appoints Retailer as its commissioned
independent retailer to solicit subscriptions for the DIRECTV Programming
Packages ("Subscriptions"), on the terms and conditions herein. Retailer shall
only sign-up Subscriptions from owners or lessors of passenger vehicles in the
United States (the "Territory") for receipt of DIRECTV Service in such passenger
vehicles. Passenger vehicles are defined to include automobiles and light trucks
(pick-up trucks, vans, sport utility vehicles) registered in any one of the 50
states of the United States. Retailer may solicit Subscriptions only for the
DIRECTV Programming Packages identified in Exhibit B attached hereto, and not
any other programming packages or services DIRECTV may offer. DIRECTV may amend
the list of DIRECTV Programming Packages from time to time on written notice to
Retailer. Retailer hereby accepts such appointment and shall use commercially
reasonable efforts to solicit Subscriptions and to promote and enhance DIRECTV's
business, reputation and goodwill.
1.2 NO EXCLUSIVITY REQUIRED OF DIRECTV. DIRECTV may itself solicit Subscriptions
from consumers, either directly, indirectly, or in conjunction with any third
party, and may authorize parties other than Retailer to solicit Subscriptions,
for any compensation and upon any other terms as DIRECTV may determine in its
discretion. Such compensation and terms may differ from those provided Retailer
in this Agreement. Retailer acknowledges that DIRECTV and such other parties may
compete with Retailer in the solicitation of Subscriptions.
1.3 LIMITED EXCLUSIVITY REQUIRED OF RETAILER. In consideration of Retailer's
having access to certain of DIRECTV's confidential information regarding
DIRECTV's business, and using DIRECTV's logo in the promotion of the Retailer's
Products (as defined below), Retailer agrees that it will not directly or
indirectly, promote, advertise, market, offer, sell or solicit sales of any
audio/video multi-channel entertainment programming packages or equipment which
compete with DIRECTV or DIRECTV Systems in the passenger vehicle market during
the term in the Territory (the "Exclusive Obligation"). The parties agree and
acknowledge that the Exclusive Obligation described herein is a material term of
this Agreement and that the violation of this Subsection will cause substantial
harm to DIRECTV. Accordingly, in addition to any other rights DIRECTV may have,
DIRECTV shall have the right to terminate this Agreement immediately for
Retailer's material breach of this Section. Should DIRECTV enter into a
definitive binding agreement during the term with a direct competitor of
Retailer for the manufacture or marketing of specialized mobile antennas and
set-top box receivers that enable customers in passenger vehicles to receive
DIRECTV programming, Retailer's Exclusive Obligation to DIRECTV would terminate
on the second anniversary of the Effective Date, or anytime thereafter should
DIRECTV enter into such an agreement thereafter.
2. RETAILER'S GENERAL OBLIGATIONS.
2.1 [Reserved]
2.2 RETAIL DISPLAYS. Retailer shall cause its Dealers to prominently display, in
a high traffic area at each of its Dealer's locations and in a manner reasonably
directed by DIRECTV, point of sale materials provided or approved by DIRECTV and
demonstration of the DIRECTV System which provides a live feed of DIRECTV
programming on a monitor of a size appropriate for passenger vehicles, unless
otherwise agreed in writing by DIRECTV. Retailer shall cause such Dealers to
keep such DIRECTV System turned on and tuned to such channels as DIRECTV may
designate during normal business hours.
2.3 TRAINING. DIRECTV shall provide training and training materials regarding
its DBS Service and DIRECTV programming to Retailer's training personnel, as
DIRECTV reasonably deems necessary. Retailer shall train its own employees and
its Dealers to the reasonable satisfaction of DIRECTV. DIRECTV may request that
Retailer's employees and Dealers attend supplementary training classes from time
to time. Retailer shall be responsible for all expenses and compensation of its
employees and Dealers during such training. Should DIRECTV elect to use its Home
Services Provider Network to install Retailer's Products during the term,
Retailer shall provide all necessary training and services to the Home Services
Provider Network to enable capability.
2.4 SALES PERSONNEL.
(a) Retailer may allow only its employees (and not any other independent
contractors, sub-agents or other parties) to solicit, take or deliver any orders
for DIRECTV Programming Packages except with DIRECTV's prior written consent,
which may be withheld in DIRECTV's discretion. Retailer may utilize persons
other than its employees who have been properly trained in accordance with
Section 2.3 of this Agreement (the "Approved Third Parties") to solicit orders
for DIRECTV Programming Packages if Retailer informs DIRECTV in writing of the
nature of the relationship with such Third Parties (e.g., independent contractor
providing installation service) prior to the launch of any specific solicitation
activity, and DIRECTV shall have the right, in its reasonable discretion, to
disapprove any relationship between Retailer and any third party.
(b) DIRECTV's approval hereunder shall not be construed as an acknowledgement
that Retailer is complying with applicable laws. Retailer represents that it, as
well as any Approved Third Parties that Retailer contracts with, are operating
in compliance with applicable laws. Retailer will be responsible and liable for
any and all action or inaction taken by such Approved Third Parties in
connection with this Agreement. Notwithstanding the foregoing, in the event that
DIRECTV, in its reasonable discretion, determines that the Approved Third
Parties are not complying with the terms of this Agreement, DIRECTV may
immediately withdraw its approval of such Approved Third Parties and Retailer
shall immediately cease use of such Approved Third Parties in connection with
this Agreement.
2.5 ADVERTISING. Retailer shall promote and advertise DIRECTV and its DBS
Service for passenger vehicles, at its sole cost, using such marketing channels
and at such frequency as DIRECTV may reasonably designate and Retailer may
reasonably agree. All advertising materials using DIRECTV's Marks (as
hereinafter defined) shall be subject to DIRECTV's prior approval, which
approval may be withheld by DIRECTV in its sole and absolute discretion. No
approval shall limit Retailer's obligation to comply with applicable law or be
deemed an endorsement of any advertising content except as it relates to
DIRECTV's DBS Service. DIRECTV and Retailer shall work together on various
marketing activities associated with the DBS Service and Retailer's Products.
2.6 STANDARD POLICIES. Retailer shall comply with and shall cause its Dealers to
comply with the standard policies and procedures DIRECTV may promulgate for its
independent retailers or sales agents in written notices, guidelines, and
bulletins, including, but not limited to, DIRECTV's Trademark and Style Guide,
as the same may be amended from time to time (collectively, "Policies"). The
Policies shall be an integral part of this Agreement but may not impair any of
Retailer's rights granted herein.
2.7 STANDARD OF CONDUCT. In all of its activities as a commissioned independent
retailer for DIRECTV and in its own DIRECTV System business and Retailer's
Products business, Retailer shall conduct itself, and shall cause its Dealers to
conduct themselves, in a commercially reputable and ethical manner, shall comply
with all applicable laws, and shall engage in no deceptive sales practice or
other practice which impugns DIRECTV's commercial reputation and goodwill.
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2.8 NO TYING. In no event may Retailer condition the sale of a DIRECTV
Programming Package upon the customer's acquisition of any other product or
service (other than approved DIRECTV System and installation related thereto),
except as approved by DIRECTV in writing.
2.9 BOOKS AND RECORDS. Retailer shall maintain books and records relating to its
activities on behalf of DIRECTV for a minimum of three (3) years after their
creation and shall keep them at its principal place of business. DIRECTV may at
all times during business hours inspect such records and Retailer's locations
for compliance thereunder.
2.10 COLLECTION AND ADMINISTRATION OF ANNUAL PROGRAMMING COMMITMENT AGREEMENTS.
For each and every Qualifying Subscriber and every existing DIRECTV subscriber
who agrees to activate and maintain a DIRECTV Programming Package for one year,
Retailer shall perform the following:
(a) Explain the terms and conditions of the Annual Programming Commitment
Agreement required by DIRECTV as described in Schedule 1 attached hereto and in
other materials provided by DIRECTV from time to time;
(b) Cause the customer to complete and execute the Annual Programming Commitment
Agreement;
(c) Verify, validate and certify, by reasonable means, the accuracy of the
information provided by the customer in the Annual Programming Commitment
Agreement;
(d) Complete the dealer portion of the Annual Programming Commitment Agreement;
(e) Provide a completed and executed copy of the Annual Programming Commitment
Agreement to the customer;
(f) Maintain a completed and executed copy of the Annual Programming Commitment
Agreement;
(g) When submitting an Order, as defined herein below, for a DIRECTV Programming
Package in accordance with the order procedures, indicate and notify DIRECTV, in
accordance with the procedures prescribed by DIRECTV, that a customer has
executed and agreed to the Annual Programming Commitment Agreement;
(h) Upon request by DIRECTV, provide the completed copy of the Annual
Programming Commitment Agreement; and
(i) For purposes of this Agreement, a "Qualifying Subscriber" shall mean an
owner or lessor of a passenger vehicle registered within the Territory from whom
Retailer procures an Approved Activation (as defined below) for a Subscription
for which Prepaid Programming Commission (as defined below) is payable under the
terms of this Agreement.
2.11 CUSTOMER RELATIONS, ETC. Retailer shall not (a) mislead, deceive or
otherwise misrepresent customers in connection with the terms and conditions of
the DIRECTV Programming Packages or the Annual Programming Commitment Agreement;
(b) force or coerce customers into executing the Annual Programming Commitment
Agreement; (c) falsify any information contained in the Annual Programming
Commitment Agreement; or (d) falsely claim that a customer has executed the
Annual Programming Commitment Agreement. In the event Retailer breaches or
otherwise violates this Section, in addition to any other rights it may have,
DIRECTV shall have the right to terminate this Agreement immediately upon
written notice to Retailer.
3. RETAILER'S PRODUCTS BUSINESS.
3.1 RETAILER'S OWN ACCOUNT. Retailer shall conduct all of its DIRECTV System and
Retailer's Products fulfillment, sale, lease, installation scheduling,
installation, warranty, technical support, maintenance,
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and repair business ("DIRECTV System Business") for its own account and not as
an agent for DIRECTV. At the request of DIRECTV, Retailer shall display notices
to its customers, in such form, places and manner as mutually agreed by Retailer
and DIRECTV, of such fact and that Retailer and not DIRECTV shall be responsible
for all of Retailer's actions and Retailer's Dealers' actions in this regard.
DIRECTV disclaims any control over Retailer's DIRECTV System business and
Retailer's Products business except to the limited extent expressly provided
herein and to support and protect its activities as a commissioned independent
retailer for DIRECTV's DBS Service.
3.2 APPROVED DIRECTV SYSTEM. All DIRECTV Systems offered by Retailer for use
with DIRECTV's DBS Service must be compatible with such DBS Service and
manufactured by a supplier approved by DIRECTV. DIRECTV shall notify Retailer of
such approved DIRECTV Systems and suppliers. Retailer may take orders for
DIRECTV Programming Packages hereunder only from customers to whom its Dealers
sell or lease Retailer's Products. "Retailer's Products" shall mean the
TracVision A5 and future versions of such satellite television antenna designed
for use on passenger vehicles by Retailer, along with the set-top box receiver,
remote control and any other accessories associated therewith. Retailer shall be
responsible at its sole cost for the provision of Retailer's Products. Retailer
shall use commercially reasonable efforts to develop technological improvements
and enhancements to Retailer's Products during the Term, including incorporation
of reasonable technical recommendations from DIRECTV related to Retailer's
Products.
3.3 BRANDING. Retailer shall brand Retailer's Products with its logo and/or
trademark. DIRECTV shall have the right, but not the obligation, to jointly
brand Retailer's Products at any time during the Term if mutually agreed upon by
the parties. Should DIRECTV decide to jointly brand a competing passenger
vehicle antenna and at the same time decide not to jointly brand Retailer's
Products, Retailer is free from its Exclusive Obligation to DIRECTV set forth in
Section 1.3.
4. RATES AND TERMS OF SERVICES.
4.1 RATES. DIRECTV may determine the content, pricing, terms, and conditions of
its Programming Packages in its discretion. Retailer shall not represent that
DIRECTV Programming Packages may be obtained on any different terms or rates,
shall not impose additional or different terms and shall not offer customers any
discount, rebate, or other material benefits in consideration for subscribing to
them, except as expressly authorized by DIRECTV in writing.
4.2 CHANGES. DIRECTV may change the content, pricing, terms, conditions, and
availability of its Programming Packages from time to time in its discretion.
DIRECTV shall notify Retailer of such changes as soon as practicable. Retailer
shall promptly replace point of sale materials as necessary.
4.3 MISREPRESENTATIONS. If Retailer or one of its Dealers misrepresents or fails
to fully disclose any prices or other terms of DIRECTV Programming Packages to
any customer, it shall reimburse DIRECTV any amount which DIRECTV is compelled,
or in its reasonable judgment according to its standard business practices
decides, to pay or credit the customer in compensation for such
misrepresentation. In addition, DIRECTV shall be entitled to offset any such
payment or credit by DIRECTV to customers as a result of Retailer's or its
Dealer's misrepresentations or omissions against any amounts owed to Retailer by
DIRECTV.
5. ORDERS FOR SERVICE.
5.1 ORDER PROCEDURES. Retailer shall comply with the procedures set forth in
Exhibit C attached hereto, as the same may be amended by DIRECTV from time to
time upon written notice, regarding the receipt and delivery of orders for
DIRECTV Programming Packages ("Orders"). All Orders shall be subject to
acceptance or rejection by DIRECTV in its discretion.
5.2 NO FINANCING OR COLLECTION OF FEES. Retailer shall not provide financing for
Subscriptions or collect Subscription fees or other money due to DIRECTV from
DIRECTV subscribers ("Subscribers"), and all Subscription fees shall be billed
directly to the Subscriber by DIRECTV, unless otherwise approved in writing by
DIRECTV. Failure to comply with the provisions of this Section 5.2 shall be
deemed a material breach by Retailer that is incurable, and shall entitle
DIRECTV to immediately terminate this Agreement as set forth in Section 12.3.
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6. COMPENSATION.
6.1 PREPAID PROGRAMMING COMMISSIONS.
(a) In consideration of Retailer's services in procuring Orders for DIRECTV
Programming Packages, DIRECTV shall pay Retailer commissions ("Prepaid
Programming Commissions") in the amount and on the terms and conditions set
forth in the Commission Schedule attached hereto as Exhibit D, subject to later
chargeback on the terms described in Section 6.3. The parties agree and
acknowledge that the Prepaid Programming Commissions are generally payable upon
"Approved Activation." For purposes of this Agreement, "Approved Activation"
shall mean an activation of a DIRECTV Programming Package by an owner/lessor of
a passenger vehicle registered in the Territory as a result of (a) DIRECTV's
receipt of an "Order" for a DIRECTV Programming Package which is initially
procured by Retailer and delivered to DIRECTV in accordance with DIRECTV's order
procedures as set forth in Exhibit C; and (b) DIRECTV's acceptance of such Order
as an Approved Activation, as evidenced by the attachment of Retailer's unique
agent number to the corresponding customer account. Notwithstanding the
foregoing, for administrative purposes, the parties agree that Retailer shall be
eligible to participate in the DIRECTV program commonly referred to as the
Buy-Down Program, pursuant to which Retailer will receive a portion of the
Prepaid Programming Commission upon purchase of certain authorized DIRECTV
Systems from participating DIRECTV System distributors. The Prepaid Programming
Commission payable to Retailer will appear as credit on invoice for DIRECTV
Systems purchased by Retailer from such distributor.
6.2 EXCEPTIONS. Retailer acknowledges that Retailer's failure to properly follow
DIRECTV's order procedures can prevent any such orders from being deemed an
Approved Activation for purposes of earning Prepaid Programming Commissions.
DIRECTV's reasonable determination of whether Retailer has materially failed to
follow DIRECTV's order procedures shall be determinative.
(a) Notwithstanding anything to the contrary herein, DIRECTV shall not be
required to pay any Prepaid Programming Commissions for:
(i) any Subscription canceled prior to the commencement of service;
(ii) any Orders made by a Subscriber to Retailer prior to the Effective Date of
this Agreement because such Orders shall be subject to the agreement in effect
prior to the effective date of this Agreement, if any;
(iii) any Orders for DIRECTV Programming Packages delivered to DIRECTV after
termination of this Agreement;
(iv) any Orders for which Retailer failed to comply with Section 2.10 of this
Agreement; or
(v) any DIRECTV Programming Package sold to a residential household,
recreational vehicle or marine vehicle.
(b) DIRECTV shall not be required to pay any Prepaid Programming Commission on
account of payments received by DIRECTV from Subscribers after the termination
of this Agreement, except as provided in Section 13.1.
6.3 CHARGEBACKS.
(a) All Prepaid Programming Commissions are based upon a full uninterrupted
purchase of the DIRECTV Programming Package purchased by the Subscriber for the
period of one (1) year (the "Commissionable Term"). If the Subscriber
terminates, cancels, or disconnects (whether initiated by Subscriber or DIRECTV)
his/her DIRECTV Programming Package prior to the end of the Commissionable Term,
or the Subscriber fails to pay DIRECTV for the entire uninterrupted
Commissionable Term of a DIRECTV Programming Package for which Retailer was paid
a Prepaid Programming Commission, then DIRECTV may charge back Retailer the
portion of the Prepaid Programming Commission corresponding to the unpaid
portion of such Commissionable Term. For example: if DIRECTV pays $50.00 to
Retailer as a Prepaid Programming Commission requiring a Commissionable Term of
one year for a DIRECTV Programming Package Subscription, and the Subscriber pays
DIRECTV only for the first 9 months of such package, then DIRECTV may charge
back Retailer 25% of the Prepaid Programming Commission, or $12.50.
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(b) If Retailer receives any other Prepaid Programming Commission or any other
amounts to which it is not entitled hereunder, DIRECTV may charge back such
amount from sums otherwise owing to Retailer.
6.4 CHANGES. Retailer acknowledges that the market for DBS Services is
competitive and unpredictable and that DIRECTV may need to adapt its marketing
cost structure to changing conditions from time to time. Accordingly, DIRECTV
may change the Prepaid Programming Commissions at any time, and from time to
time, in its discretion; provided that:
(a) DIRECTV shall give Retailer at least 45 days prior written notice of the
effective date of any such change;
(b) a change in Prepaid Programming Commissions shall be effective only with
respect to Orders transmitted to DIRECTV after the effective date of the change;
and
(c) Retailer may terminate this Agreement by written notice to DIRECTV,
delivered no later than 45 days after receipt of the change notice.
6.5 SHARING COMPENSATION PROHIBITED. Retailer shall not rebate or share any
Prepaid Programming Commissions with any other third party (whether or not an
authorized independent retailer or sales agent of DIRECTV). Retailer may not
combine sales of DIRECTV Programming Packages with another agent/retailer.
Retailer acknowledges that any orders submitted under another agent's/retailer's
account number or through such other agent's electronic interface with DIRECTV,
including that of a Dealer, shall not be credited to Retailer for purposes of
calculating Prepaid Programming Commissions.
6.6 SET-OFFS BY DIRECTV. DIRECTV may set-off or recoup any amounts owed to it by
Retailer, or by its subsidiaries and affiliates, pursuant to this or any other
agreement with DIRECTV, and any damages suffered by DIRECTV due to Retailer's
breach hereof or other misconduct, against any amounts which it owes to
Retailer. The foregoing does not limit DIRECTV's right to recover any unrecouped
balance.
6.7 PAYMENT TERMS. DIRECTV shall pay Retailer applicable Prepaid Programming
Commissions within 65 days after the end of the accounting month, as determined
by DIRECTV, in which the applicable Approved Activation occurs. In no event
shall DIRECTV be required to pay such Prepaid Programming Commissions until such
time as accrued unpaid amounts total at least $50.
7. CONFIDENTIAL INFORMATION.
7.1 DIRECTV TRADE SECRETS. Retailer acknowledges that DIRECTV possesses and will
possess confidential information concerning its DBS Service business, such as
the identities and characteristics of its Subscribers, service and sales
methods, advertising, promotion and marketing strategies, programming
strategies, prices, design, technical specifications, performance and
manufacture of its products ("Technical Information"), and the terms and
conditions of this Agreement (collectively, "DIRECTV Trade Secrets"), and that
Retailer might have access to the DIRECTV Trade Secrets.
7.2 USE AND DISCLOSURE OF DIRECTV TRADE SECRETS. Subject to Section 7.5 below,
Retailer shall treat all information received from DIRECTV and designated as
"Confidential" or "Proprietary" as DIRECTV Trade Secrets. Retailer acknowledges
that the DIRECTV Trade Secrets constitute the valuable property of DIRECTV and
shall not acquire any interest in them other than the right to utilize them in
the exercise of its rights and the performance of its obligations hereunder.
Retailer shall not use the DIRECTV Trade Secrets in connection with any other
business or capacity, shall limit their permitted use and disclosure on a
need-to-know basis, and shall maintain them in confidentiality during and for
two (2) years after the term of this Agreement, provided however, that the
obligation of Retailer set forth in this Section 7.2 with respect to the
Technical Information shall survive the termination of this Agreement and shall
be indefinite and without time limit (subject to Section 7.5).
7.3 INDEPENDENT RETAILER TRADE SECRETS. DIRECTV acknowledges that Retailer
possesses and will possess confidential information concerning the design,
technical specifications, performance and manufacture of its products ("Product
Technology Information"), sales methods, advertising, promotion, marketing
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strategies, prices, and proposals to manufacturers of passenger vehicles
(collectively, "Retailer Trade Secrets"), and that DIRECTV might have access to
these Retailer Trade Secrets.
7.4 USE AND DISCLOSURE OF INDEPENDENT RETAILER TRADE SECRETS. Subject to Section
7.5 below, DIRECTV shall treat all information received from Retailer and
designated as "Confidential" or "Proprietary" as Retailer Trade Secrets. DIRECTV
acknowledges that the Retailer Trade Secrets constitute the valuable property of
Retailer and shall not acquire any interest in them other than the right to
utilize them in the exercise of its rights and the performance of its
obligations hereunder. DIRECTV shall not use the Retailer Trade Secrets in
connection with any other business or capacity, shall limit their permitted use
and disclosure on a need-to-know basis, and shall maintain them in
confidentiality during and for two (2) years after the term of this Agreement,
provided however, that the obligation of DIRECTV set forth in this Section 7.4
with respect to Product Technology Information shall survive the termination of
this Agreement and shall be indefinite and without time limit (subject to
Section 7.5).
7.5 EXCEPTIONS. A Party who has received Trade Secrets ("Receiving Party") shall
not be liable for disclosure or use of any Trade Secrets of the other Party
("Disclosing Party") if such information:
(a) is in or enters the public domain, other than by breach of this Agreement or
disclosure (either deliberate or inadvertent) by the Receiving Party, prior to
such disclosure or use;
(b) is known to the Receiving Party at the time of first receipt, or thereafter
becomes known to the Receiving Party prior to or subsequent to such disclosure
without similar restrictions from a source other than the Disclosing Party, as
evidenced by written records; or
(c) is developed by the Receiving Party independently of any disclosure
hereunder, as evidenced by written records.
Should the Receiving Party be required to disclose Trade Secrets received
hereunder by order of a governmental agency, legislative body, or court of
competent jurisdiction, the Receiving Party shall promptly notify the Disclosing
Party thereof, and, upon the request of the latter, shall reasonably cooperate
with the Disclosing Party (at the Disclosing Party's expense) in contesting such
disclosure. If after such contest disclosure is still required, then the
Receiving Party shall request confidential treatment of such information from
such governmental agency, legislative body, or court. Except in connection with
failure to discharge responsibilities set forth in the preceding sentence,
neither Party shall be liable in damages for any disclosures pursuant to such
governmental, legislative, or judicial order.
7.6 PRESS RELEASE. Neither party shall issue an independent press release with
respect to this Agreement or the transactions contemplated hereby unless
mutually agreed to by both parties. Promptly after the Effective Date, the
parties shall use their best reasonable efforts to agree upon a mutually
acceptable press release with respect to the parties' general business
relationship under this Agreement and to jointly issue such press release at a
mutually agreed upon time, but in any event, within 30 days of the Effective
Date.
8. INSURANCE. Retailer shall maintain in force, during the term hereof and for
three (3) years after the term, policies of insurance issued by reputable
carriers, covering insurable risks and with limits as specified by DIRECTV on
Exhibit E hereto as amended by DIRECTV from time to time upon reasonable notice
to Retailer. Such policies shall name DIRECTV as an additional insured on
product liability and umbrella insurance and shall provide for thirty (30) days
prior written notice to DIRECTV of any material modification, cancellation, or
expiration of each policy. Retailer shall deliver certificates of insurance to
DIRECTV evidencing such uninterrupted coverage on DIRECTV's request and upon any
renewal of such coverage.
9. INTELLECTUAL PROPERTY. DIRECTV shall provide Retailer with a logo and
trademark usage manual ("Usage Manual") (which may be amended by DIRECTV from
time to time in its discretion) that specifies the permitted uses of DIRECTV's
service marks, trademarks, and other commercial symbols ("Marks"). Retailer may
use the Marks only in accordance with the provisions of this Agreement and the
Usage Manual. Retailer shall not use any logo, trademark, service mark or trade
name of any supplier of DIRECTV (including, without limitation, entities
providing programming to DIRECTV) for any purpose except as expressly permitted
by such supplier. Retailer shall not acquire any right to any goodwill, Mark,
copyright, or other form of intellectual or commercial property of DIRECTV,
except for the limited use rights expressly granted herein.
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10. ASSIGNMENT.
10.1 ASSIGNMENT BY DIRECTV. This Agreement may be assigned by DIRECTV to any
entity which assumes the obligations of DIRECTV hereunder and acquires the right
and ability to perform them.
10.2 ASSIGNMENT BY RETAILER. This Agreement is made by DIRECTV in reliance on
the financial, business and personal reputation of Retailer and its ownership
and management. Accordingly, this Agreement may not be assigned or encumbered by
Retailer.
11. TERM.
11.1 TERM. The initial term of this Agreement shall commence on the Effective
Date hereof and shall continue, unless terminated in accordance herewith, for a
period of five (5) years.
11.2 RENEWAL. Except as provided below, the term shall automatically renew, upon
the same terms and conditions, for an unlimited number of successive renewal
terms of one year each. Either party may elect to cancel this Agreement for any
reason, effective upon the expiration of the then-current term, by delivering
written notice thereof to the other party at least forty-five (45) days prior to
such expiration.
12. TERMINATION. This Agreement shall be terminable upon the following
conditions:
12.1 TERMINATION FOR CAUSE. DIRECTV may terminate this Agreement upon six (6)
months' written notice to Retailer if Retailer's customer service, technical
and/or installation standards fall below a level that DIRECTV deems
satisfactory.
12.2 REGULATORY CHANGES. DIRECTV may terminate this Agreement immediately upon
written notice to Retailer if the Federal Communications Commission or any other
regulatory agency promulgates any rule or order which (a) in effect or
application substantially impedes DIRECTV from fulfilling its obligations
hereunder or from providing DBS Service, or (b) materially and adversely affects
DIRECTV's ability to conduct a DBS Service business upon terms and conditions
acceptable to DIRECTV, in its reasonable discretion.
12.3 IMMEDIATE TERMINATION. DIRECTV may terminate this Agreement immediately
upon written notice to Retailer, without opportunity to cure, if Retailer or any
of its Dealers, as applicable, (a) knowingly misrepresents the DBS Service or
Programming Packages to customers or otherwise materially misleads them as to
their content, rates or terms; (b) violates any law or knowingly breaches the
standards of conduct set forth in Section 2.7; (c) knowingly uses or discloses
DIRECTV Trade Secrets in violation of Section 7; (d) commits a material breach
hereof which by its terms or nature is not curable; or (e) fails to submit,
within any three (3) month period during the term of this Agreement, at least
(3) Orders that are accepted as Approved Activations by DIRECTV.
12.4 BREACH BY INDEPENDENT RETAILER. Except as otherwise provided herein,
DIRECTV may terminate this Agreement immediately upon written notice if Retailer
fails to cure a breach of any material obligation hereunder which is curable,
within thirty (30) days after written notice specifying such breach.
12.5 BREACH BY DIRECTV. Except as otherwise provided herein, Retailer may
terminate this Agreement immediately upon written notice if DIRECTV fails to
cure a breach of any material obligation hereunder which is curable, within
thirty (30) days after written notice specifying such breach.
12.6 BANKRUPTCY OR CESSATION OF BUSINESS. Subject to applicable law, this
Agreement shall terminate automatically upon either party's cessation of
business, election to dissolve, dissolution, insolvency, failure in business,
commission of an act of bankruptcy, general assignment for the benefit of
creditors, any levy, attachment or foreclosure, or the enforcement of any of the
rights of a secured creditor of Retailer or DIRECTV or the filing of any
petition in bankruptcy or for relief under the provisions of the bankruptcy
laws.
13. RIGHTS AND OBLIGATIONS UPON TERMINATION OR CANCELLATION.
13.1 COMPENSATION. DIRECTV shall pay to Retailer, after the termination hereof,
(a) any unpaid Prepaid Programming Commission which was earned by Retailer prior
to termination in accordance herewith, and
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(b) Prepaid Programming Commissions owing for Orders which Retailer properly
delivered to DIRECTV prior to termination, provided such Orders are accepted as
Approved Activations by DIRECTV. DIRECTV may in its discretion withhold payment
of Prepaid Programming Commissions, in whole or in part, until they are fully
earned as herein provided. WITHOUT LIMITATION, RETAILER IS NOT ENTITLED TO ANY
COMPENSATION WHATSOEVER FOR ORDERS WHICH ARE NOT DELIVERED TO DIRECTV, AS HEREIN
REQUIRED, PRIOR TO THE EFFECTIVE DATE OF TERMINATION, EVEN IF ORDERS DELIVERED
AFTER TERMINATION RESULT IN ACTIVE SUBSCRIPTIONS TO DIRECTV'S DBS SERVICE.
13.2 OBLIGATIONS OF RETAILER. Upon termination of this Agreement for any reason,
Retailer shall immediately cease using and shall, upon request of DIRECTV,
deliver to DIRECTV or destroy and certify such destruction promptly upon
request: (a) any unused DIRECTV sales literature; (b) all originals and copies
of completed and uncompleted Order forms and applications; and (c) all forms,
directives, policy manuals and other written information and materials supplied
to it by DIRECTV pursuant to this Agreement or which contain DIRECTV's Marks. On
termination, Retailer shall immediately discontinue all sales of DIRECTV
Programming Packages and all use of DIRECTV's Trade Secrets and shall cease to
identify itself as an authorized independent retailer or sales agent for
DIRECTV's DBS Service or otherwise affiliated in any manner with DIRECTV.
Because of the difficulty in establishing the improper use of customer lists and
other confidential information, Retailer agrees that for a period of two (2)
years after termination, it shall not, on behalf of any other provider of
audio/video multichannel entertainment programming packages or equipment or on
its own behalf, solicit any Subscriber who was procured by Retailer and is a
Subscriber as of such termination date.
13.3 WAIVER OF CLAIMS. EACH PARTY WAIVES ANY RIGHT TO COMPENSATION AND DAMAGES
IN CONNECTION WITH THE PROPER TERMINATION OF THIS AGREEMENT IN ACCORDANCE
HEREWITH, TO WHICH IT MIGHT OTHERWISE BE ENTITLED UNDER ANY APPLICABLE LAW. BY
WAY OF EXAMPLE, BOTH PARTIES SHALL HAVE NO RIGHT, BASED ON SUCH TERMINATION, TO
ANY PAYMENT FROM DIRECTV FOR LOST BUSINESS, FUTURE PROFITS, LOSS OF GOODWILL,
REIMBURSEMENT OF EXPENDITURES OR INVESTMENTS MADE OR COMMITMENTS ENTERED INTO,
ADVERTISING COSTS, OVERHEAD OR OTHER COSTS INCURRED OR ACQUIRED BASED UPON THE
BUSINESS DERIVED OR ANTICIPATED UNDER THIS AGREEMENT.
13.4 SURVIVAL. The covenants and conditions herein which, by their terms or
nature, extend beyond the termination or expiration of this Agreement, shall
survive such termination or expiration until fully performed.
14. FORCE MAJEURE. Neither party shall be liable for any loss, damage, cost,
delay, or failure to perform in whole or in part resulting from causes beyond
such party's control, including but not limited to, fires, strikes,
insurrections, riots, or requirements of any governmental authority.
15. INDEPENDENT CONTRACTOR RELATIONSHIP. Retailer is an independent contractor
authorized during the term hereof to solicit orders for DIRECTV Programming
Packages as a commissioned Retailer. Retailer is not a partner, franchisee, or
employee of DIRECTV for any purpose whatsoever. The provisions of this Agreement
are for the benefit only of the parties hereto, and no third party may seek to
enforce, or benefit from, these provisions.
16. INDEMNIFICATION. Except as provided below, each party shall defend and
indemnify the other, its affiliates and their respective employees, officers,
and directors from and against any and all third party claims and resulting
damages, costs, and other liabilities arising out of the indemnifying party's
breach or alleged breach of its representations, warranties, covenants or
obligations under this Agreement, negligence, or other wrongful conduct.
Retailer shall defend and indemnify DIRECTV, its parents, subsidiaries,
affiliates and related companies, and its and their respective employees,
officers, directors, members, shareholders, successors and assignees from and
against any and all claims, damages, costs, expenses (including reasonable
attorneys' fees) and other liabilities arising out of or in connection with any
claims of third parties: (a) for compensation or damages arising out of the
termination of this Agreement or of Retailer's ability to take orders for
DIRECTV Programming Packages; (b) arising from, relating to or in connection
with Retailer's Products, other than a claim of a breach of DIRECTV's
representations set forth in Section 18.6; or (c) arising from, relating to or
in connection with a Dealer of Retailer's or an Approved Third Party related to
the subject matter of this Agreement. Retailer shall have the right to control
the claims for which it provides indemnity with reasonable input from DIRECTV
including approval for settlement. DIRECTV shall not be required to indemnify
Retailer with respect to the content of any programming (including without
limitation claims relating to trademark, copyright, music, music performance and
other proprietary interests) unless and solely to the extent of any applicable
pass-through indemnification provided to DIRECTV
9
by the providers of such programming. RETAILER WAIVES ANY RIGHT TO
INDEMNIFICATION ARISING OUT OF THE CONSTRUCTION, USE AND/OR OPERATION OF
DIRECTV'S SATELLITE(S) AND RELATED SYSTEMS.
17. LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL OR
CONSEQUENTIAL DAMAGES OF THE OTHER PARTY, WHETHER FORESEEABLE OR NOT AND WHETHER
BASED ON NEGLIGENCE OR OTHERWISE EXCEPT WITH RESPECT TO CLAIMS BY OR DAMAGES
AWARDED TO A THIRD PARTY AGAINST WHICH A PARTY TO THIS AGREEMENT HAS AN
OBLIGATION TO DEFEND AND INDEMNIFY. PROJECTIONS OR FORECASTS BY EITHER PARTY
SHALL NOT CONSTITUTE BINDING COMMITMENTS. IN NO EVENT SHALL DIRECTV'S DAMAGES TO
RETAILER, UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID OR DUE TO RETAILER FOR
THE SALE OF DIRECTV PROGRAMMING PACKAGES DURING THE PREVIOUS TWELVE (12) MONTH
PERIOD. THE COMPENSATION PROVIDED TO RETAILER HEREUNDER REFLECTS THIS ALLOCATION
OF RISK. NOTHING HEREIN SHALL LIMIT THE PARTY'S INDEMNIFICATION OBLIGATIONS
UNDER SECTION 16 ABOVE.
18. MISCELLANEOUS.
18.1 LAWS. This Agreement has been entered into in the State of California and
all issues with respect to the construction of this Agreement and the rights and
liabilities of the parties shall be governed by the laws of the State of
California, without regard to its conflicts of law rules.
18.2 INTEGRATION. This Agreement replaces any prior agreement, understanding and
commitment between the parties regarding Retailer's appointment and performance
as a commissioned independent retailer or sales agent for DIRECTV for DIRECTV
Programming Packages, but specifically does not replace that certain Sales
Agency Agreement between the parties hereto dated February 21, 2001, as amended
on February 1, 2002. Retailer is not relying on any oral or written statements
or representations made by any DIRECTV employee or representative regarding such
matters other than those expressly set forth herein. The execution and delivery
of this Agreement do not change, amend or otherwise affect the rights and
obligations of Retailer or DIRECTV Enterprises, Inc. under the Bilateral
Agreement for Exchange of Proprietary Information between DIRECTV Enterprises,
Inc. and Retailer, dated January 10, 2000.
18.3 COMPLIANCE. Each party shall comply with all applicable laws, rules and
regulations of all governmental authorities.
18.4 EXPENSES. Each party shall pay all of its costs and expenses under this
Agreement and shall be solely responsible for the acts and expenses of its own
agents and employees.
18.5 AMENDMENTS. Any modification of this Agreement must be in writing and
signed by both parties, except as otherwise expressly provided herein. Retailer
acknowledges that the Policies promulgated by DIRECTV, in accordance with
Section 2.6, as well as the modifications to order procedures set forth in
Exhibit C, and any changes in compensation in accordance with Section 6.4 and
Section 8, as well as the modifications to insurance coverage set forth in
Exhibit E, do not constitute modifications requiring Retailer's written consent.
18.6 AUTHORIZATION; CAPACITY.
(a) Retailer represents that the execution, delivery and performance of this
Agreement have been duly authorized, that it has the full right, power, and
authority to execute, deliver and perform this Agreement, and that such
execution, delivery and performance do not and will not conflict with any
agreement, instrument, order, judgment or decree to which it is a party or by
which it is bound.
(b) Retailer represents that it is not, and agrees to immediately notify DIRECTV
if it should become during the term hereof, a local telecommunications exchange
carrier, interexchange carrier, alternative access provider, wireless
telecommunications service provider (defined as an entity which holds a radio
frequency license under Title 3 of the Communications Act of 1934, as amended)
or a franchised cable company, and DIRECTV reserves the right to immediately
terminate this Agreement should Retailer become such.
10
(c) DIRECTV represents that it (i) has the right to distribute the programming
in the DIRECTV Programming Packages listed on Exhibit B hereto, and (ii) has no
knowledge of any Federal Communications Commission statutes, laws, rules and
orders applicable to it which would be violated by this Agreement or the
transactions contemplated hereby.
18.7 NO IMPLIED WAIVERS. The failure of either party to require the performance
by the other of any provision of this Agreement shall not affect in any way the
right to require such performance at any later time nor shall the waiver by
either party of a breach of any provision hereof be deemed a waiver of such
provision.
18.8 NOTICES. Any notice or other written communication required or permitted to
be given by this Agreement shall be deemed given when personally delivered or
delivered by Federal Express or telecopied, or 3 business days after it has been
sent by U.S. first-class, certified or registered mail, postage prepaid,
properly addressed to the addresses set forth below the signatures herein.
Retailer shall provide a minimum of ten (10) days advance written notice to
DIRECTV in the event of any address or telephone change.
18.9 INVALID OR UNENFORCEABLE PROVISIONS. If any provision of this Agreement is
determined to be invalid or unenforceable, the provision shall be deemed severed
from the remainder, which shall remain enforceable. If any provision of this
Agreement does not comply with any law, ordinance or regulation of any
governmental or quasi-governmental authority, now existing or hereinafter
enacted, such provision shall to the extent possible be interpreted in such a
manner so as to comply with such law, ordinance or regulation, or if such
interpretation is not possible, it shall be deemed amended, to satisfy the
minimum requirements thereof.
18.10 GOVERNMENTAL APPROVALS. This Agreement shall be subject to all necessary
approvals of local, state and federal regulatory agencies.
18.11 TAXES. Any taxes asserted against Retailer or DIRECTV by any governmental
authority as a result of this Agreement shall be the responsibility of the
parties as follows: (a) Retailer shall be responsible for any taxes or levies
arising out of its performance hereunder, with the exception of any sales tax as
to which DIRECTV has provided Retailer the appropriate rate and Retailer has
forwarded such amount to DIRECTV; and (b) each party shall be responsible for
any taxes related to its income derived hereunder.
18.12 ARBITRATION.
(a) Any dispute or claim arising out of the interpretation, performance, or
breach of this Agreement, including without limitation claims alleging fraud in
the inducement, shall be resolved only by binding arbitration, at the request of
either party, in accordance with the rules of the American Arbitration
Association, modified as herein provided. The arbitrators shall be, to the
fullest extent available, either retired judges or selected from a panel of
persons trained and expert in the subject area of the asserted claims. If the
claim seeks damages of less than $250,000, one arbitrator shall decide it. In
all other cases, each party shall select one arbitrator, who shall jointly
select the third arbitrator. If for any reason a third arbitrator is not
selected within one month after the claim is first made, the third arbitrator
shall be selected in accordance with the rules of the American Arbitration
Association. The arbitrators shall apply California substantive law to the
proceeding, except to the extent Federal substantive law would apply to any
claim. An award may be entered against a party who fails to appear at a duly
noticed hearing. The arbitrators shall prepare in writing and provide to the
parties an award including factual findings and the reasons on which their
decision is based. The arbitrators shall not have the power to commit errors of
law or legal reasoning, and the award may be vacated or corrected on appeal to a
court of competent jurisdiction for any such error. The parties agree and
acknowledge that no class arbitration shall be permissible hereunder. The
decision of the arbitrators may be entered and enforced as a final judgment in
any court of competent jurisdiction. The parties shall share equally the
arbitrator's fees and other costs of the arbitration.
(b) Notwithstanding the foregoing, the following shall not be subject to
arbitration and may be adjudicated only by the Los Angeles County, California
Superior Court or the U.S. District Court for the Central District of
California:
(1) any dispute, controversy, or claim relating to or contesting the validity of
DIRECTV's right to offer DBS Service to the public or any of DIRECTV or
Retailer's Trade Secrets, confidential information or Marks; and
11
(2) the request by either party for preliminary or permanent injunctive relief,
whether prohibitive or mandatory, or provisional relief such as writs of
attachments or possession.
(c) This Section and any arbitration conducted hereunder shall be governed by
the United States Arbitration Act (9 U.S.C. Section 1, et seq.). The parties
acknowledge that the transactions contemplated by this Agreement involve
commerce, as defined in said Act. This Section 18.12 shall survive the
termination or expiration of this Agreement.
18.13 ATTORNEYS' FEES. In the event of any litigation or arbitration between the
parties with respect to this Agreement, the prevailing party shall be entitled
to recover reasonable attorneys' fees and costs of litigation, as the court or
tribunal may determine.
DIRECTV, INC.
DIRECTV Signature: /s/ Steven J. Cox Date: 6/21/04
Address: DIRECTV, Inc.
2230 East Imperial Highway
El Segundo, California 90245
Telecopy No.: (310) 535-5499
KVH Industries, Inc.
By: /s/ Martin Kits van Heyningen
(signature)
Martin Kits van Heyningen
[PRINT NAME]
Title: President and CEO
Location Address: KVH Industries, Inc.
50 Enterprise Center
Middletown, RI 02840
Mailing Address:
Telecopy No.: (401) 849-0045
Telephone No.: (401) 845-3327
Federal I.D. or Social Security Number:
Check One:
[ ] Sole Proprietor
[ ] Partnership
[x] Corporation
NOTE: PLEASE ATTACH W-9
12
EXECUTION VERSION
SCHEDULE 1
ANNUAL PROGRAMMING COMMITMENT AGREEMENT
Date _____________________ [GRAPHIC]
DIRECTV ANNUAL PROGRAMMING AGREEMENT
Thank you for choosing to purchase DIRECTV System equipment. By signing
this Annual Programming Agreement,
Customer (hereafter referred to as "I"/"me"/"you"/"your") agrees to abide
by the following terms and conditions:
[ ] Check here if you are a new [ ] Check here if you are a
residential DIRECTV customer. current residential DIRECTV customer
purchasing an additional DIRECTV
Receiver(s).
Programming Agreement: Within 30 days of purchase of your DIRECTV System
equipment, you agree to activate any DIRECTV TOTAL CHOICE programming package
(valued at $36.99 per month or above), any DIRECTV PARA TODOS programming
package (valued at $33.99 per month or above), Phoenix TV, or Jadeworld
programming package. DIRECTV'S PROGRAMMING AND PRICING SUBJECT TO CHANGE AT ANY
TIME. The programming package must be maintained for a period of twelve (12)
consecutive months (without interruption) for each DIRECTV System purchased by
you, including additional DIRECTV Receivers ($4.99 per month per additional
receiver as long as all receivers are connected to the same phone line). After
you have fulfilled your twelve (12) month agreement to the required programming
package, you are not obligated to continue your subscription to DIRECTV
programming for any specific duration. Existing DIRECTV customers may activate
additional receivers with their existing DIRECTV programming package.
Consequences of Your Failure to Maintain Agreement: If you fail to maintain and
pay for twelve (12) consecutive months of the required programming package, you
agree that DIRECTV may charge you a prorated fee of up to one hundred fifty US
dollars ($150.00); within 14 days of downgrading or disconnecting your
programming, you have an option to send all of your DIRECTV System Equipment
(receiver[s] and remote control[s]) to DIRECTV in lieu of this payment. The
Equipment, including the Access Card inserted into each DIRECTV System Receiver
unit, must be returned to DIRECTV in good working order, normal wear and tear
excepted. See DIRECTV.com or call 1-800-DIRECTV for details.
THIS PROGRAMMING AGREEMENT IS SEPARATE AND DIFFERENT FROM ANY OTHER ANNUAL
AGREEMENT YOU MAY HAVE PREVIOUSLY MADE WITH DIRECTV AND IS FULLY ENFORCEABLE
UNDER THESE TERMS.
DIRECTV Customer Agreement: You hereby agree and acknowledge that this DIRECTV
Annual Programming Agreement sets forth additional terms and conditions
regarding your receipt of DIRECTV programming and activation of access cards and
shall be applied in conjunction with the DIRECTV Customer Agreement, a copy of
which is provided at DIRECTV.com and with your first bill.
Arbitration: You and DIRECTV agree that both parties will resolve any dispute
arising under this Agreement through binding arbitration as set forth in the
DIRECTV Customer Agreement.
Customers in NRTC Territory: This Agreement does not apply to customers who
activate DIRECTV System equipment in a territory served by members or affiliates
of the National Rural Telecommunications Cooperative.
FIRST NAME MI LAST NAME
[ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ][ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ][ ]
[ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
STREET ADDRESS (NO P.O. BOXES) CITY STATE ZIP CODE
DAYTIME PHONE EVENING PHONE
([ ] [ ] [ ]) [ ] [ ] [ ] - [ ] [ ] [ ] [ ] ([ ] [ ] [ ]) [ ] [ ] [ ] - [ ] [ ] [ ] [ ]
BY SIGNING BELOW, I HEREBY AUTHORIZE AND AGREE THAT DIRECTV MAY, AT ITS SOLE OPTION, CHARGE THE FEES DESCRIBED
HEREIN TO THE CREDIT CARD DESIGNATED BELOW. I WARRANT THAT I AM 18 YEARS OLD OR OLDER AND THAT ALL INFORMATION
SUPPLIED BY OR ABOUT ME IS ACCURATE. I HAVE READ AND AGREE TO THE ABOVE TERMS AND CONDITIONS.
Customer Signature ______________________________________________________ Date __________________________
NOTE: DO NOT WRITE IN THIS SECTION. TO BE COMPLETED BY DEALER (IN BLUE OR BLACK
INK ONLY).
[ ] PLEASE CHECK BOX IF DIRECTV SYSTEM IS BEING RETURNED BY CUSTOMER.
ACCESS CARD NO.(S)
MODEL(S) SERIAL NUMBER(S) (FILL IN ALL 12 DIGITS - INCLUDING ZEROS)
[ ] [ ] [ ] [ ] [ ] [ ][ ] [ ] [ ] [ ] [ ]
[ ] [ ] [ ] [ ] [ ] [ ][ ] [ ] [ ] [ ] [ ]
[ ] [ ] [ ] [ ] [ ] [ ][ ] [ ] [ ] [ ] [ ]
DEALER NAME DIRECTV BILLING NO. NAME OF SALESPERSON
___________________________________ [ ] [ ] [ ] [ ][ ] [ ]
[ ] [ ] [ ] __________________________________
CREDIT CARD NUMBER __ AMEX __ VISA __ MASTERCARD __ DISCOVER EXPIRATION DATE (MM/YYYY)
[ ] [ ] [ ] [ ][ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ][ ] [ ] [ ] [ ] / [ ] [ ][ ] [ ]
(IF CUSTOMER DOES NOT HAVE A VALID CREDIT CARD, PLEASE COLLECT BOTH SOCIAL
SECURITY NUMBER AND DRIVER LICENSE NUMBER BELOW)
SOCIAL SECURITY NUMBER
[ ] [ ] [ ]- [ ] [ ] - [ ] [ ] [ ] [ ]
DRIVER LICENSE NUMBER STATE
[ ] [ ] [ ] [ ][ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ][ ]
[ ] [ ] [ ] [ ] [ ] [ ] [ ]
PENDING ACCOUNT NUMBER (IF AVAILABLE)
[ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ][ ]
BLUE - DEALER COPY / PINK - CUSTOMER COPY
13
EXHIBIT A
RETAILER'S DEALERS
This Exhibit is subject to change by DIRECTV in its sole discretion. Therefore,
DIRECTV can approve new Retailer's
Dealers and add them to this Exhibit for purposes of this Agreement from time to
time. DIRECTV can also delete certain
dealers from this Exhibit in its sole discretion from time to time.
14
DlrListforExcelOutput
COMPANY STREET CITY STATE ZIP
Angel Distributing 154 Business Centre Drive Birmingham AL 35244
Audio Video Specialist 512 Beltline Road Decatur AL 35601
CKR Automotive
Products, Inc. 5415 Lamco Street Montgomery AL 36121
CKR Mobile Electronics 2710 East South Blvd Montgomery AL 36116-2512
CKR Mobile Electronics 540 Northeast Blvd Montgomery AL 36117-2239
CKR Mobile Electronics 2259 Cobbs Ford Road Prattville AL 36066-7703
HiFi Buys 7509 Crestwood Blvd Birmingham AL 35210
HiFi Buys 1642 Montgomery Highway Hoover AL 35216
HiFi Buys 6275 University Drive #42 Huntsville AL 35806
Planet Satellite 5101 Cyrus Circle Birmingham AL 35242
Radio Active, Inc. 3147 Pecham Parkway Pecham AL 35124
TNT Car Stereo 3110 Airport Blvd Mobile AL 36606
AC Sport NW 2201 South Thompson C-5 Springdale AR 72964
AC Sport, Inc. P.O. Box 6163 Sherwood AR 72124
Extreme Auto Restylers 3117 Waco Street Fort Smith AR 72903
Beyond Technology 250 11th Street Douglas AZ 85607
Coulter-Cadillac, Inc. 1188 East Camelback Road Phoenix AZ 85014
Hook-up Motor Sports 3045 E. Main Street Mesa AZ 85213
Lund Cadillac LLC 1311 East Bell Road Phoenix AZ 85022
Mobile Dynamics 415 S 48th Street #101 Tempe AZ 85281
Signature Audio 8295 E Raintree Drive Scottsdale AZ 85260
The Specialists 4695 N. Oracle Road Tucson AZ 85705
The Specialists 600 E. Fry Blvd Sierra Vista AZ 85635
The Specialists 4414 E. Speedway Blvd Tucson AZ 85712
The Specialists 5602 E. Broadway Tucson AZ 85711
The Specialists 6550 N. Thornydale Road #100 Tucson AZ 85741
A1 Satellite 403 E. San Bernardino Road Covina CA 91723
Al & Ed's Autosound 2025 S. La Cienega W. Los Angeles CA 90034
Al & Ed's Autosound 1393 E. Walnut Pasadena CA 91106
Al & Ed's Autosound 4969 Van Nuys Blvd Van Nuys CA 91403
Al & Ed's Autosound 340 N. Victory Blvd Burbank CA 91502
Al & Ed's Autosound 12423 Wilshire Blvd Los Angeles CA 90025
Page 1
DlrListforExcelOutput
Al & Ed's Autosound 17007 Hawthorne Blvd Torrance CA 90260
Al & Ed's Autosound 3131 Thousand Oaks
Blvd Thousand Oaks CA 91360
Al & Ed's Autosound 8222 Tampa Avenue Northridge CA 91335
Al & Ed's Autosound 2301 S. Sepulveda Blvd W. Los Angeles CA 90064
Al & Ed's Autosound 1171 N. Tustin Avenue Orange CA 92667
Al & Ed's Autosound 16732 Beach Blvd Huntington Beach CA 92648
Al & Ed's Autosound 3020 W. Lincoln Anaheim CA 92804
Al & Ed's Autosound 6486 South Street Lakewood CA 90713
Al & Ed's Autosound 2518 Lincoln Blvd Marina del Rey CA 90291
Al & Ed's Autosound 2800 Harbor Blvd Costa Mesa CA 92626
Al & Ed's Autosound 600 South Brand Blvd Glendale CA 91204
Al & Ed's Autosound 3689 E. Colorado Blvd Arcadia CA 91107
Al & Ed's Autosound 1647 E. Imperial
Highway Brea CA 92821
Al & Ed's Autosound 880 N. Rochester Blvd Ontario CA 91764
Al & Ed's Autosound 26705 Aliso Creek Road Aliso Viejo CA 92656
Al & Ed's Autosound 1175 Foothill Blvd La Verne CA 91750
Al & Ed's Autosound 5208 Jackson Drive
#117 La Mesa CA 92041
Al & Ed's Autosound 2070 Hacienda Drive #B Vista CA 92083
Al & Ed's Autosound 3740 Rosecrans Street San Diego CA 92110
Al & Ed's Autosound 8252 Clairemont Mesa
Blvd San Diego CA 92111
Al & Ed's Autosound 1144 West Valley
Parkway Escondido CA 92025
Al & Ed's Autosound 11608 Carmel Mtn Road San Diego CA 92128
Al & Ed's Autosound 41125 Winchester Road Temecula CA 92591
All-Star Limo, Inc. 8351 Malloy Drive Huntington Beach CA 92646
Audio Fonix 23221 Peralta Drive #A Laguna Hills CA 92653
Audio Toyz 28622 Oso Parkway Rancho Santa Margarita CA 92688
Beach Auto Sound 18042 Beach Blvd Huntington Beach CA 92647
Becker Automotive Design 1711 Ives Avenue Oxnard CA 93033
Best Sales, Inc. (dba 1330 North Fourth
Dealerworks) Street San Jose CA 95112
Big Toys 1171 Delilah Street Corona CA 92879
California Automotive
Concepts 1020 Hansen Way Redwood City CA 94063
California Car Stereo 6620 N. Blackstone
Avenue #A Fresno CA 93710
Car Fidelity of North
Hollywood 4864 Lankershim Blvd North Hollywood CA 91601
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DlrListforExcelOutput
Car Stereo Outlet 3910 Stevens Creek
Blvd San Jose CA 95129
Checkered Flag 8314 Sepulveda Blvd Sepulveda CA 91343
Competition Soundworks 17538 Studebaker
Road Cerritos CA 90701
CPS 589 Rohnert Park
Expressway Rohnert Park CA 94928
Cynergy Innovations, Inc. 28475 Sun City Blvd Sun City CA 92586
Dealer Works, Inc. 3304 Luyung Drive Rancho Cordora CA 95742
Executive Class Automotive Ltd 22365 El Toro Road Lake Forest CA 92630
Haas Auto Stereo, Inc. 5774 Uplander Way Culver City CA 90230
Heimburg Sales Group, Inc. 3333 Sunrise Blvd Rancho Cordova CA 95742
Invideo, Inc. 1123 S. Gretta
Avenue West Covina CA 91790
Just in Time Communications, Inc. 247 North 2nd Avenue Upland CA 91786
LaJolla Audio 5161 Santa Fe Street San Diego CA 92109
Legend Customs 10427 San Sevaine
Way #D Mira Loma CA 91752
Leisure Time Marketing 18242 Enterprise
Lane Huntington Beach CA 92648
Lotts, Inc. 600 Pacific Avenue Santa Cruz CA 95060
Mark's Auto Sound 1217 E Las Tunas
Drive San Gabriel CA 91776
MCO Electronics 124-1 Woodruff
Avenue Downey CA 90241
Mitsubishi Electric 5665 Plaza Drive Cypress CA 90630-0007
Mobile Fantasy, Inc. 9353 Reseda Blvd Northridge CA 91324-2927
Modern Image 24571 Sunnymead Blvd Moreno Valley CA 92553
Pacific Audio & Alarm, Inc. 303 North Placentia
Avenue Fullerton CA 92831
Paradyme, Inc. 1728 Fulton Avenue Sacramento CA 95825
Phantom Electronics 2618 E. Thousand
Oaks Blvd Thousand Oaks CA 91362
Quixtar Communications Corporation 1000 E Dominguez
Street Carson CA 90746
Santa Barbara Auto Stereo 3234 State Street Santa Barbara CA 93105
Satellite Innovations 7201 Haven Avenue #E Rancho Cucamonea CA 91701
Sierra Select Distributors, Inc. 4320 Roseville Road North Highlands CA 95660
Signal Source 5779 A-1 Winfield
Blvd San Jose CA 95123
Sound Scape 11890 Woodruff
Avenue Downey CA 90241
Special Vehicle Concepts 1000 W. Pacific
Coast Highway Newport Beach CA 92663
Stereo Habitat 1450 Camden Avenue Campbell CA 95008
Street Sound Plus 16175 Roscoe Blvd North Hills CA 91343
Streetnoyz 3450-A Kurtz San Diego CA 92110
Page 3
DlrListforExcelOutput
T.M.S. 20928 Osborne Street #F Canoga Park CA 91304
The Good Guys 3021 W. Lincoln Avenue Anaheim CA 92801
The Good Guys 18600 Gridley Road Artesia CA 90701
The Good Guys 3000 Ming Avenue Bakersfield CA 93304
The Good Guys 820 E. Imperial Highway Brea CA 92821
The Good Guys 21311 Victory Blvd Canoga Park CA 91303
The Good Guys 2502 El Camino Real Carlsbad CA 92008
The Good Guys 3840 Grand Avenue Chino CA 91710
The Good Guys 877 East H Street Chula Vista CA 91910
The Good Guys 5500 Sunrise Blvd Citrus Heights CA 95610
The Good Guys 17523 Colima Road City of Industry CA 91748
The Good Guys 1280-A Willow Pass Road Concord CA 94520
The Good Guys 301 Corte Madera Town Center Corte Madera CA 94925
The Good Guys 146 Serramonte Center Daly City CA 94015
The Good Guys 6705 Amador Plaza Road Dublin CA 94568
The Good Guys 1731 East Bayshore East Palo Alto CA 94303
The Good Guys 5800 Christie Avenue Emeryville CA 94608
The Good Guys 1109 West Valley Parkway Escondido CA 92025
The Good Guys 1350 Gateway Plaza Fairfield CA 94533
The Good Guys 26542 Towne Center Drive Foothill Ranch CA 92610
The Good Guys 61 East Shaw Avenue Fresno CA 93710
The Good Guys 142 South Brand Avenue Glendale CA 91204
The Good Guys 664 Southland Mall Hayward CA 94545
The Good Guys 16672 Beach Blvd Huntington Beach CA 92647
The Good Guys 8657 Villa La Jolla La Jolla CA 92037
The Good Guys 5500 Crossmont Center Drive La Mesa CA 91942
The Good Guys 23451 Calle de la Louisa Laguna Hills CA 92653
The Good Guys 6310 East Pacific Coast Highway Long Beach CA 90803
The Good Guys 100 N. La Cienega Los Angeles CA 90048
The Good Guys 10831 West Pico Blvd Los Angeles CA 90064
The Good Guys 13450 Maxella Avenue Marina Del Rey CA 90292
The Good Guys 158 Ranch Drive Milpitas CA 95035
The Good Guys 3900 Sisk Road Modesto CA 95356
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DlrListforExcelOutput
The Good Guys 9137 Center Avenue #A Montclair CA 91763
The Good Guys 2345 S. Atlantic Monterey Park CA 91754
The Good Guys 9054 Tampa Avenue Northridge CA 91324
The Good Guys 146 S. Main Street Orange CA 92668
The Good Guys 3590 Tyler Street Riverside CA 92503
The Good Guys 2121 Arden Way Sacramento CA 95825
The Good Guys 7020 Stockton Blvd Sacramento CA 95823
The Good Guys 3495 Sports Arena Blvd San Diego CA 92110
The Good Guys 11485 Carmel Mountain Road San Diego CA 92128
The Good Guys 1400 Van Ness Street San Francisco CA 94109
The Good Guys 3201-20th Avenue San Francisco CA 94132
The Good Guys 2675 Geary Blvd #202 San Francisco CA 94118
The Good Guys 3149 Stevens Creek Blvd San Jose CA 95117
The Good Guys 886 Blossom Hill Road San Jose CA 95123
The Good Guys 1960 Tully Road San Jose CA 95122
The Good Guys 41 West Hillsdale Avenue San Mateo CA 94403
The Good Guys 646 W. Hammer Lane Stockton CA 95207
The Good Guys 12050 Ventura Blvd Studio City CA 91604
The Good Guys 1247 W. El Camino Blvd Sunnyvale CA 94087
The Good Guys 21436 Hawthorne Blvd Torrance CA 90503
The Good Guys 310 S. Lake Avenue Pasadena CA 91101
The Good Guys 1401 Hawthorne Blvd Redondo Beach CA 90278
The Good Guys 2805 Santa Rosa Avenue Santa Rosa CA 95407
The Good Guys 24840 Pico Canyon Road Stevenson Ranch CA 91381
The Good Guys 2741 El Camino Real Tustin CA 92782
The Good Guys 390 S. Mills Road Ventura CA 93003
The Good Guys 2044 Mt. Diablo Blvd Walnut Creek CA 94596
The Good Guys 1000 West Covina Parkway West Covina CA 91793
The JWS Company, Inc. 2145 Greenleaf Street Santa Ana CA 92706
The JWS Company, Inc. 18001 Medley Drive Encino CA 91316
The JWS Company, Inc. 18001 Medley Drive Encino CA 91316
Traffic Jamz Car Audio 15721 Ventura Blvd Encino CA 91436
Transonic 5505 Moreno Street #104 Montclair CA 91763
Page 5
DlrListforExcelOutput
Tweeter 1144 Camino Del Rio North San Diego CA 92108
Tweeter 3445 Sports Arena Blvd San Diego CA 92110
Tweeter 1218 Broadway Chula Vista CA 91911
Tweeter 1346 W. Valley Parkway Escondito CA 92029
Tweeter 146 North El Camino Real Encinitas CA 92024
Tweeter 865 East H Street Chula Vista CA 91910
Tweeter 5504 Balboa Avenue San Diego CA 92111
Tweeter 72885 Hwy 111 Palm Desert CA 92260
Tweeter 3502 Tyler Street Riverside CA 92503
Tweeter 5454 Grossmont Center Drive La Mesa CA 91942
Tweeter 3809 Grand Avenue Chino CA 91710
Tweeter 995 Joshua Drive Vista CA 92083
Upstairs Car Stereo 8778 Plata Lane Atascadero CA 93422
Vehicle Integrated Products 6060 Avenida Encinas Carlsbad CA 92008
West Coast Customs 835 West Olive Street Inglewood CA 90301
Willie's Motoring 525 E Manchester Inglewood CA 90301
Z Auto Sound 3896 Stevens Creek Blvd San Jose CA 95117
Zarb Electronics, Inc. 1750 California, Suite 117 Corona CA 92881-3395
Drive-In Auto Sound 165 West Arvada Colorado Springs CO 80906
Drive-In Auto Sound 1352 N. Academy Blvd Colorado Springs CO 80907
Drive-In Auto Sound 1749 Briargate Colorado Springs CO 80920
Drive-In Auto Sound 1404 Hwy 50 West Pueblo CO 81008
Kymat LLC (dba MAXAIR) 8484 S. Valley Highway Englewood CO 80112
PDA, Inc. 8080 South Park Lane Littleton CO 80120
Quality Autosound 586 S. Chambers Road Aurora CO 80017
Quality Autosound 7382 Federal Blvd Westminster CO 80030
Quality Autosound 6895 Leetsdale Drive Denver CO 80224
Quality Autosound 307 W. Littleton Blvd Littleton CO 80120
Quality Autosound 1701 Greeley Mall Greeley CO 80631
Quality Autosound 5450 Arapahoe Avenue Boulder CO 80303
Quality Autosound 11870 N. Washington Street Northglenn CO 80233
Quality Autosound 8990 W. Colfax Avenue Lakewood CO 80215
Reil & Associates 5454 N. Washington Street Denver CO 80216
Page 6
DlrListforExcelOutput
Reil & Associates 5454 N. Washington Street Denver CO 80216
Reil & Associates 5454 N. Washington Street Denver CO 80216
SBS Electronics 6201 West 44th Wheat Ridge CO 80033
Tweeter 110 Slater Street Manchester CT 06040
Tweeter 195 West Main Street Avon CT 06001
Tweeter 70 Universal Drive North Haven CT 06473
Tweeter 2661 Berlin Turnpike Newington CT 06111
Tweeter Crystal Mall Waterford CT 06385
Tweeter 109 Federal Road Danbury CT 06810
Tweeter 1712 Boston Post Road Milford CT 06460
12-Volt Mobile Electronics 309 H Street N.W. Washington DC 20001
Myer-Emco 2241 Wisconsin Avenue Washington DC 20007
Sound of Tri-State Unit 41 Tri-State Mall Claymont DE 19703
Tweeter 5601 Concord Pike Wilmington DE 19803
Tweeter 3926 Kirkwood Highway Wilmington DE 19808
Audio Advisors, Inc. 2273-C Palm Beach Lakes Blvd West Palm Beach FL 33409
Audio Empire, Inc. 4585 118th Avenue North Clearwater FL 33762
Auto Audio 33160 US 19 N Palm Harbor FL 34684
Car & Driver 176-A Glades Road Boca Raton FL 33432
CarTronics 1800 NW 79th Avenue Miami FL 33126
CarTronics 490 N.E. 167th Street North Miami Beach FL 33162
CarTronics 8250 Biscayne Blvd Miami FL 33138
CarTronics 13983 S. Dixie Highway South Miami FL 33176
CarTronics 7989 Pines Blvd Pembroke Pines FL 33024
Custom Car Works 321 N. Congress Avenue Delray Beach FL 33445
Five Star Car Audio &
Accessories 17901 N.W. 27th Avenue Miami FL 33056
Fort Myers Auto Sounds, Inc. 4145 Fowler Street Fort Myers FL 33901
JR Electronics 9568 SW 40th Street Miami FL 33165
Palm Auto Security, Inc. 2919 E North Military Trail West Palm Beach FL 33403
Quality TV 14212 S. Timiami Trail North Port FL 34287
Sawgrass Dist. P.O. Box 22985 Fort Lauderdale FL 33335
Sawgrass Ford 14501 West Sunrise Blvd Sunrise FL 33323
Sherrod Vans 6464 Greenland Road Jacksonville FL 32258
Page 7
DlrListforExcelOutput
Sound Advice 6307 South Tamiami Trail Sarasota FL 34231
Sound Advice 4835 East Colonial Drive Orlando FL 32803
Sound Advice 614 East Altamonte Drive Altamonte Springs FL 32701
Sound Advice 4008 North Federal Highway Fort Lauderdale FL 33308
Sound Advice 2275 Palm Beach Lakes Blvd West Palm Beach FL 33409
Sound Advice 2925 Tyrone Blvd St. Petersburg FL 33710
Sound Advice 1102 East Fowler Avenue Tampa FL 33612
Sound Advice 351 N.E. 51st Street Boca Raton FL 33431
Sound Advice 7676 Peters Road Plantation FL 33317
Sound Advice 1431 Sandlake Road Orlando FL 32819
Sound Advice 27205 US Highway 19 North Clearwater FL 34621
Sound Advice 9590 East Atlantic Blvd Jacksonville FL 32211
Sound Advice 6000 Lake Gray Blvd Jacksonville FL 32244
Sound Advice 12200 S.W. 88th Street Miami FL 33186
Sound Advice 12519 Cleveland Avenue Fort Myers FL 33907
Sound Advice 4150 North 28 Terrace Hollywood FL 33021
Sound Advice 17641 Biscayne Blvd Aventura FL 33160
Sound Advice 4133 Tamiami Trail North Naples FL 34103
Sound Advice 2415 North Monroe Street Tallahassee FL 32303
Sound Advice 12089 US Highway 1 North Palm Beach FL 33408
Sound Advice 2905 North Dale Mabry Tampa FL 33607
Sound Advice 11805 South Dixie Highway Miami FL 33156
Sound Advice 8805 Southside Blvd Jacksonville FL 32256
Sound Advice 11330 Pines Blvd Pembroke Pines FL 33026
Sound Advice 2501 SW 32 Terrace Pembroke Pines FL 33023
Speed & Truck World 1060 W Sunrise Blvd Fort Lauderdale FL 33311
Streamline Marketing 1737 SW Cabin Place Palm City FL 34990
Superior Car Stereo, Inc. 1100 South Dixie Highway Hollywood FL 33020
Techni-Car, Inc. 450 Commerce Blvd Oldsmar FL 34677
The Audio Itch of Tampa Bay 908 N. Dale Mabry Tampa FL 33609
TLC Coachworks 20423 State Road 7 Boca Raton FL 33428
Ultimate Audio 3699 S. Orange Blossom Trail Orlando FL 32839
United Auto Radio & AC, Inc. 835 NE 2 Avenue Fort Lauderdale FL 33304
Page 8
DlrListforExcelOutput
American Radio 3080 Northfield Place Roswell GA 30076
Audio Visions 1501 East Walnut Avenue Dalton GA 30721
Audio Warehouse 7700 Abercorn Street Savannah GA 31406
Cartunes, Inc. 5834 Roswell Road Atlanta GA 30328
Entertainment Technology 155 Athens Highway 78 Loganville GA 30052
Hamby, Brooks, McKenzie, Inc. 2313 Manchester Expressway Columbus GA 31904
HiFi Buys 2021 W. Lidell Road Duluth GA 30096
HiFi Buys 1062-A Johnson Ferry Road Marietta GA 30068
HiFi Buys 4023 Lavista Road Tucker GA 30084
HiFi Buys 1311-B Mt. Zion Road Morrow GA 30260
HiFi Buys 1155 Ernest Barrett Parkway Kennesaw GA 30144
HiFi Buys 2059 Scenic Highway Snellville GA 30078
HiFi Buys 6351 Douglas Blvd Douglasville GA 30135
HiFi Buys 3310 Buford Drive Buford GA 30519
HiFi Buys 3690 Eisenhower Parkway Macon GA 31206
HiFI Buys 105B Promenade Parkway Fayetteville GA 30214
HiFi Buys 3655 Atlanta Industrial
Drive Atlanta GA 30331
HiFi Buys 10889 Alpharetta Highway Roswell GA 30076
HiFi Buys 196 Alps Road Athens GA 30606
HiFi Buys 3135 Peachtree Road Atlanta GA 30305
HiFi Buys 2545-H Hargrove Road Smyrna GA 30082
Ken's Audio Video, Inc. 3677 Mercer University Drive Macon GA 31204
Mobile Soundwaves 2955 Peachtree Road Atlanta GA 30309
Murray's 500 Thornton Road S-4 Lithia Springs GA 30122
NORTHSIDE H2 1184 Spring Street (Midtown) Atlanta GA 30309
Ralphs Vickers & Co. 329 Frey's Gin Road Marietta GA 30067
Sound Proof, Inc. 7447 Douglas Blvd Douglasville GA 30135
Sound Sensations 337 Cobb Parkway Marietta GA 30062
Sound Sensations 7037 Georgia Highway 85 Riverdale GA 30274
Zephyr Vans, Inc. 1950 Jimmie Daniel Road Bogart GA 30622
Ford & Garland Radio, Inc. 1304 Locust Des Moines IA 50309
Aspen Sound 350 Cherry Lane Coeur D'Alene ID 83814
Aspen Sound 8189 Westpark Avenue Boise ID 83704
Page 9
DlrListforExcelOutput
Ideal Audio 225 Yellowstone Avenue Pocatello ID 83201
Nvytel 4540 W. Overland Road Boise ID 83705
ABC Automotive Electronics 1401 Landmeir Road Elk Grove IL 60007
Audiosmith 755 N. Milwaukee Avenue Libertyville IL 60020
Custom Sounds 5350 N. Illinois Street Fairview Heights IL 62208
Custom Sounds 912 Milton Road Alton IL 62002
Intasound Corp (dba The Sound Advantage) Harwood Heights IL 60706
Mid City Cellular, Inc. 830 N. Milwaukee Avenue Chicago IL 60622
Music in Motion 14017 S. Cicero Avenue Crestwood IL 60445
Spectrum Sales, Inc. 1924 N. 78th Avenue Elmwood Park IL 60707
Tweeter 1202-1A West 75th Street Downers Grove IL 60516
Tweeter 700 W. Town Line Road Vernon Hills IL 60061
Tweeter 935 East Gold Road Schaumburg IL 60173
Tweeter 4411 Fox Valley Center Drive Aurora IL 60505
Tweeter 1600 West 16th Street Oak Brook IL 60523
Tweeter 3232 Lake Avenue Wilmette IL 60091
Tweeter 6119 Northwest Highway Crystal Lake IL 60014
Tweeter 6657 Grand Avenue Gurnee IL 60031
Tweeter 1175 S. Randall Road Geneva IL 60134
Tweeter 7201 West Lake Street River Forest IL 60305
Tweeter 310 North 8th Street West Dundee IL 60118
Tweeter 2481 S. Wolf Road Des Plaines IL 60018
Vogue Tyre & Rubber Co. 1101 Feehanville Drive Mount Prospect IL 60056
Custom Auto Stereo 3311 S. East Street Indianapolis IN 46227
Omni Entertainment Systems,
Inc. 1151 Southpoint Drive Valparaiso IN 46385
Ovation Audio Video
Specialists 4270 West 38th Street Indianapolis IN 46254
Ovation Audio Video
Specialists 8802 South US 31 Indianapolis IN 46227
Ovation Audio Video
Specialists 6609 East 82nd Street Indianapolis IN 46250
Ovation Audio Video
Specialists 2030 Sagamore Parkway Lafayette IN 47905
Ovation Audio Video
Specialists 1005 East Highway 131 Louisville IN 47129
Ovation Audio Video
Specialists 2750 Tobey Drive Indianapolis IN 46219
Selective Systems Inc. 4230 S Madison Avenue Indianapolis IN 46227
Stewart Design 8211 Brooksville Road Indianapolis IN 46239
Page 10
DlrListforExcelOutput
TR Sales & Marketing 8425 Woodfield Crossing Blvd Indianapolis IN 46240
TR Sales & Marketing 8425 Woodfield Crossing Blvd Indianapolis IN 46240
KC Trends 10910 Johnson Drive Shawnee KS 66203
Ovation Audio Video
Specialists 4001 Nicholsville Road Lexington KY 40503
Ovation Audio Video
Specialists 4600 Shelbyville Road Louisville KY 40207
Ovation Audio Video
Specialists 4241 Outer Loop Road Louisville KY 40219
Roberts Mobile Electronics 11704 Shelbyville Road Louisville KY 40203
Kirk's Ltd 9555 Airline Highway Baton Rouge LA 70815
Sunblock 11734 Highway 171 South Leesville LA 71446
Suncoast Sound 3233 Breard Street Monroe LA 71201
Wright's Sound Gallery 7600 Youree Drive Shreveport LA 71105
Bumper to Bumper 583 Warren Avenue Brockton MA 02301
Detailz Auto Accessories,
Inc. 239 Turnpike Street Canton MA 02021
MC Entertainment/Curry Audio 91 Medway Road Milford MA 01757
Opus Marketing 66 Williams Avenue Hyde Park MA 02136
Opus Marketing 15 Hawthorne Street Malden MA 02148
Osprey at the Gallery, Inc. 895 Providence Highway Norwood MA 02062
Royale Limousine
Manufacturers 99 Newark Street Haverhill MA 01832
Tweeter 40 Pequot Way Canton MA 02021
Tweeter 880 Commonwealth Avenue Boston MA 02215
Tweeter 14 Needham Street Newton MA 02159
Tweeter One Wheeler Road Burlington MA 01803
Tweeter 805 Providence Highway Dedham MA 02026
Tweeter 86 Worcester Road Framingham MA 01701
Tweeter Cape Town Plaza Hyannis MA 02601
Tweeter 1810 Washington Street Hanover MA 02339
Tweeter 30 Commerce Way Seekonk MA 02771
Tweeter 242 Andover Street Peabody MA 01960
Tweeter 444 Broadway (Route 1) Saugus MA 01906
Tweeter 180 Pearl Street Braintree MA 02184
Tweeter 27 Holyoke Street Holyoke MA 01040
Tweeter Route 1 Allen Avenue North Attleboro MA 02760
Tweeter 441 Southbridge Street Auburn MA 01501
Page 11
DlrListforExcelOutput
Tweeter 10 Pequot Way Canton MA 02021
Myer-Emco 10492 Auto Park Drive Bethesda MD 20817
Myer-Emco 2B Bureau Drive Gaithersburg MD 20878
Myer-Emco 1030 West Patrick Street Frederick MD 21703
Tweeter 6455 Dobbin Road Columbia MD 21045
Tweeter 10391 Reisertown Road Baltimore MD 21208
Tweeter 579 Baltimore Pike Bel Air MD 21014
Tweeter 585 East Ordnance Road Glen Burnie MD 21060
Tweeter 1017 York Road Towson MD 21093
Tweeter 11611 Old Georgetown Road Rockville MD 20852
Radio City, Inc. 175 Apple Road Lewiston ME 04240
Tweeter 335 Main Mall Road S. Portland ME 04106
Area Auto Service, Inc. 14300 Telegraph Taylor MI 48180
Auto America, Inc. 2366 Dix Highway Lincoln Park MI 48146
Auto Ameristar Licensing Co. 34043 Ford Road Westland MI 48185
Auto Glass, Tint &
Accessories, Inc. 32056 Van Dyke Warren MI 48093
Ben-Jas Enterprises, Inc. 8912 Telegraph Redford MI 48239
Blackmer-Dieringer Mgt., Inc. 1705 E. West Maple Walled Lake MI 48390
Car Tunes Stereo Center, Inc. 7163 Allen Road Allen Park MI 48101
Car Tunes Stereo Center, Inc. 6395 Allen Road Allen Park MI 48101
Car Tunes Stereo Center, Inc. 27051 Woodard Avenue Berkley MI 48072
Car Tunes Stereo Center, Inc. 31560 Gratiot Avenue Roseville MI 48066
Car Tunes Stereo Center, Inc. 7150 North Wayne Road Westland MI 48185
Cars N Concepts 52161 U.S. Highway 131 Three Rivers MI 49093
DLJ Auto Excellence, Inc. 605 W. Ann Arbor Road Plymouth MI 48170
KVH Industries, Inc. 2419 Kinglet Court Lansing MI 48911
New Wave Auto Fashions, Inc. 21919 Allen Road Woodhaven MI 48183
Nu Star LLC, Inc. 3771 Elizebeth Lake Road Waterford MI 48328
PK Partners, Inc. 34043 Ford Road Westland MI 48185
Digital Home & Business 5600 Queens Avenue Ostego MN 55330
Mobile Innovations, Inc. 10817 Irwin Avenue South Bloomington MN 55437
Custom Sounds 6960 S. Lindbergh St. Louis MO 63129
Custom Sounds 1940 N. Highway 67 Florissant MO 63033
Page 12
DlrListforExcelOutput
Custom Sounds 247 Mid Rivers Mall Drive St. Peters MO 63376
Custom Sounds 9809 Watson Road St. Louis MO 63126
Custom Sounds 12160 St. Charles Rock Road Bridgeton MO 63044
Lynch Hummer 2530 East Pitman Avenue O'Fallon MO 63366
R&R Sales Co. 416 Big Bear Blvd Columbia MO 65202-3711
Stereo One (Car Fi) 345 Kings Highway Cape Girardeau MO 63703
Stereo One (Car Fi) 1600 S Glenstone Springfield MO 65804
26 Ponca Trail Kirkwood MO 63122
Empress Audio 3419 Market Street Pascagoula MS 39567
Empress Audio 8080 Highway 49 Gulfport MS 39502
Empress Audio 321 Cross Park Drive Pearl MS 39208
Aspen Sound 1300 W. Broadway Missoula MT 59802
Holden's Hot Wheels 424 2nd Street Havre MT 59501
Car Audiomasters, Inc. 605 North Polk Street Pineville NC 28134
Carolina Custom Center 960 Old Winston Road Kernersville NC 27284
Carwell Automotive, Inc. 2010 Crooked Creek Road Clayton NC 27520
Freeman's Car Stereo 215 Lawton Road Charlotte NC 28216
Freeman's Car Stereo 1641 East Franklin Blvd Gastonia NC 28054
Freeman's Car Stereo 4821 South Blvd Charlotte NC 28217
Freeman's Car Stereo 3039 East Independence Blvd Charlotte NC 28205
Freeman's Car Stereo 675 Concord Parkway North Concord NC 28027
Freeman's Car Stereo 2030 Higwah 70 S.E. Hickory NC 28602
Freeman's Car Stereo 19010 Statesville Road Cornelius NC 28031
Freeman's Car Stereo 606 Stratford Road Winston-Salem NC 27104
Freeman's Car Stereo 3828 Highpoint Road Greensboro NC 27407
Freeman's Car Stereo 6149 Independence Blvd Charlotte NC 28212
Hendrick Chevrolet 100 Cary Auto Mall Drive Cary NC 27511
Now! Audio Video 5417 Sapp Road Greensboro NC 27409
Now! Audio Video 1606-A S. Stratford Drive Winston-Salem NC 27103
Now! Audio Video 7105 Glenwood Avenue Raleigh NC 27612
Now! Audio Video 1810 Martin Luther King Jr. Pkwy Durham NC 27707
Now! Audio Video 337 Crossroads Blvd Cary NC 27511
Now! Audio Video 510 Meadowland Drive Hillsborough NC 27278
Page 13
DlrListforExcelOutput
Pro Electronics 1408 S. Saunders
Street Raleigh NC 27603
Teaka Toys LLC 310 North Front Street Wilmington NC 28401
Tops & Trends, Inc. 700 Park Centre Drive Kernersville NC 27284
Tweeter 4646 East Independence
Blvd Charlotte NC 28212
Tweeter 5415 South Boulevard Charlotte NC 28210
Tweeter 9604 North Tryon
Street Charlotte NC 28262
Electronics Marketing,
Inc. 4438 13th Avenue South Fargo ND 58106
Audio Video Specialist 1640 N Bell Fremont NE 68025
Custom Car Stereo 13 Plaistow Road Plaistow NH 03865
Tweeter 301 South Broadway Salem NH 03079
Tweeter 2001 Woodbury Avenue Newington NH 03801
Tweeter 293 Daniel Webster
Highway Nashua NH 03060
Tweeter 1111 S. Willow Manchester NH 03103
6th Avenue Electronics 331 Route 4 West Paramus NJ 07652
6th Avenue Electronics 1734 Route 46 West West Paterson NJ 07424
6th Avenue Electronics 612 West Mt. Pleasant
Ave Livingston NJ 07039
6th Avenue Electronics 22 Route 22 West Springfield NJ 07081
6th Avenue Electronics 950 US 1 North Woodbridge NJ 07095
6th Avenue Electronics 545 Route 18 South East Brunswick NJ 08816
6th Avenue Electronics 310 Route 36 East West Long Branch NJ 07764
Gerber RV & Auto Center 434 Demarest Avenue Closter NJ 07624
In Toons LLC 11 Phyllis Street Hazlet NJ 07730
Mobile Innovations 176 Route 46 East Lodi NJ 07644
Opus Marketing 46 Tarn Drive Morris Plains NJ 07950
Opus Marketing 46 Tarn Drive Morris Planes NJ 07950
Opus Marketing 46 Tarn Drive Morris Plains NJ 07950
Sammsound 1103 Bloomfield Avenue West Caldwell NJ 07006
Sound Effects 174 Route 17 North Paramus NJ 07652
SR Communications 1525 Prospect Street Lakewood NJ 08701
Suburban Auto Radio,
Inc. 219 White Horse Pike Oaklyn NJ 08107
Tweeter Route 38 & Alexander
Avenue Maple Shade NJ 08052
Tweeter 3311 Brunswick Place Lawrenceville NJ 08648
Tweeter 1563 Almonesson Road Deptford NJ 08096
Page 14
DlrListforExcelOutput
Tweeter 4215 Black Horse Pike May's Landing NJ 08336
Paradise Village Inc. 4205 San Mateo N.E. Albuquerque NM 87110
Towne Crier Inc. 2121 Main Clovis NM 88101
702 Motoring 5075 S. Decatur Blvd Las Vegas NV 89118
Audio Xcellence 6255 McLeod Drive #17 Las Vegas NV 89120
The Good Guys 4580 West Sahara
Avenue Las Vegas NV 89102
The Good Guys 4979 South Virginia Reno NV 89502
B&G Auto Distributors,
Inc. 421 5th Avenue Pelham NY 10803
Best Tire & Car Audio 736 Northern Blvd Great Neck NY 11021
Bestway Coach Express,
Inc. 2 Mott Street New York NY 10013
C.C. Electronics
Installations 60 Willow Road Watermill NY 11976
Concept 2000 1130-C Zerega Avenue Bronx NY 10462
Crown Auto Parts Co.,
Inc. 135-01 Northern Blvd Flushing NY 11354
Custom Creations Superb
Sound & Security 2950 Avenue U Brooklyn NY 11229
Custom Kraft, Inc. 810 Pennsylvania
Avenue Brooklyn NY 11207
In Vision, Inc. 1164 Sunrise Highway Bayshore NY 11706
P&L Electronics, Inc. 7718 Flaltamds Avenue Brooklyn NY 11236
Tweeter 161 Washington Road Albany NY 12205
Ultra Sounds 237 Merrick Road Lynnbrook NY 11563
Ultrasmith Systems, Inc. 554 West 38th Street New York NY 10018
Audi Visions, Inc. P.O. Box 33578 Cleveland OH 44133
Columbus Car Audio 2711 Morse Road Columbus OH 43231
Columbus Car Audio 2933 Morse Road Columbus OH 43231
Columbus Car Audio 6570 Riverside Drive Dublin OH 43017
Columbus Car Audio 3784 West Broad Street Columbus OH 43228
Columbus Car Audio 1922 Brice Road Reynoldsburg OH 43068
Electra Sound, Inc. 5260 Commerce Parkway
West Parma OH 44130
Funtrail Vans 3966 Indianola Ave. Columbus OH 43214
Horizon Audio, Inc. 5480 Whipple Avenue NW North Canton OH 44720
Mobile Electronics 2330 Morse Road Columbus OH 43229
Park Performance 516 4th Street N.W. New Philadelphia OH 44663
Car Trends 4833 South Memorial
Drive Tulsa OK 74145
David Lee Marketing P.O. Box 6310 Edmond OK 73083
Page 15
DlrListforExcelOutput
David Lee Marketing, Inc. 3900 South Broadway Edmond OK 73013
David Lee Marketing, Inc. 3900 South Broadway Edmond OK 73013
David Lee Marketing, Inc. 3900 South Broadway Edmond OK 73013
Freightliner Specialty
Vehicles, Inc. 2300 S. 13th Street Clinton OK 73601
Kenny's Auto Accessories 7737 E 42nd Place Tulsa OK 74145
Country Coach, Inc. 135 E. 1st Avenue Junction City OR 97448
Progressive Audio, Inc. 1313 Court Street Medford OR 97501
Sound Choice, Inc. 730 S.E. Powell Blvd Portland OR 97202
Sounds Fast 142 N.E. Revere Avenue Bend OR 97701
Soundsational Car Audio 2940 W 11th Avenue Eugene OR 97402
Stereo King Oregon, Inc. 12119 S.E. 82nd Avenue Portland OR 97266
The Good Guys 1024 Green Acres Road Eugene OR 97408
The Good Guys 11549 N.E. Glen Widing
Road Portland OR 97220
The Good Guys 9009 S.W. Hall Blvd Tigard OR 97223
Perzan Auto Radio, Inc. 6409 Market Street Upper Darby PA 19082
Tweeter 1502 Whitehall Mall Whitehall PA 18052
Tweeter 9183 Roosevelt Blvd Philadelphia (NE) PA 19114
Tweeter 4850 Carlisle Pike Mechanicsburg PA 17055
Tweeter 166 Montgomery Mall North Wales PA 19454
Tweeter 2920 Whiteford Road York PA 17402
Tweeter 502 N. Oxford Valley
Road Langhorne PA 19047
Tweeter 601 Baltimore Pike Springfield PA 19046
Tweeter 5125 Jonestown Road Harrisburg PA 17112
Tweeter 1001 Ridge Pike Conshohocken PA 19428
Tweeter 320 S. Henderson Road King of Prussia PA 19406
Tweeter 1665 State Hill Road Wyomissing PA 19610
Tweeter 268 Dekalb Pike King of Prussia PA 19406
Tweeter 898-D Plaza Blvd Lancaster PA 17601
Tweeter 2500 Moreland Road Willow Grove PA 19090
Sound FX 339 Quaker Lane West Warwick RI 02893
Sound FX 40 Highland Avenue E. Providence RI 02914
Tweeter 21 Universal Blvd Warwick RI 02886
CMA Inc. 2216 Gold Hill Road Fort Mill SC 29708
Page 16
DlrListforExcelOutput
CMA Inc. 2216 Gold Hill Road Fort Mill SC 29715
CMA Inc. 2216 Gold Hill Road Fort Mill SC 29715
CMA Inc. 2216 Gold Hill Road Fort Mill SC 29715
Freeman's Car Stereo 2205 Cherry Road Rock Hill SC 29732
HiFi Buys 525 Haywood Road Greenville SC 29670
HiFi Buys 1748 Town Centre Way Mt. Pleasant SC 29464
HiFi Buys 225 West Blackstock Road Spartanburg SC 29301
Rogers Stereo 525 Woodruff Road Greenville SC 29607
Rogers Stereo 1233 Asheville Highway Spartanburg SC 29303
Rogers Stereo 113 Beltline Blvd Anderson SC 29622
Rogers Stereo 5411 Two Notch Road Columbia SC 29223
American Radio 8105 Kingston Pike Knoxville TN 37919
Cars & Trucks, Etc. 5390 Fox Plaza Drive Memphis TN 38115
CarTronics 1815 Gallatin Road North Madison TN 37115
CarTronics 5177 Hickory Hollow Parkway Antioch TN 37013
Now! Audio Video 8416 Kingston Pike Knoxville TN 37919
Stereo One 2408 Lamar Avenue Memphis TN 38114
Tweeter 2114 Gunbarrel Road Chattanooga TN 37412
Tweeter 2106 Gallatin Pike N Madison TN 37115
Alamo Auto Supply 5923 Gateway West El Paso TX 79925
Autosat TV 2384 S. Dairy Ashford Houston TX 77077
Bonnie & Clyde 11311 Harry Hines #104 Dallas TX 75229
Clear Lake Car Stereo 382 West Main Street League City TX 77573
Custom Car Stereo 7320 Southwest Freeway #120 Houston TX 77074
Custom Sounds 1200 S. Congress Avenue Austin TX 78704
Custom Sounds 3909 IH35 Austin TX 78722
Custom Sounds 13026 Research Blvd Austin TX 78750
Custom Sounds 8215 Research Blvd Austin TX 78758
Custom Sounds 7077 San Pedro San Antonio TX 78216
Custom Sounds 5388 Walzem Road San Antonio TX 78218
Custom Sounds 5720 Bandera Road San Antonio TX 78238
Custom Sounds 210 Hutchison Street San Marcos TX 78666
Custom Sounds 7320 N. Mopac Austin TX 78731
Page 17
DlrListforExcelOutput
David Lee Marketing, Inc. 10114 Champa Dallas TX 75218
Dent