Applicable to all special incentive programs, market development funds, door-opening incentives, growth incentives, or similar incentive arrangements (each, an “Incentive”).
- Conditions Precedent to Incentive Eligibility
- Retailer shall be eligible to earn or receive any Incentive only if, at all times:
- the Agreement and this Addendum are in full force and effect;
- Retailer is in Good Standing (defined below) with Master Agent and Total Wireless;
iii. Retailer is not in breach of the Agreement, the ER Manual, or any applicable policy or procedure;
- Retailer has no ownership interest in, control over, or affiliation with any other master agent or competing distribution channel; and
- Retailer satisfies all eligibility requirements set forth in the applicable incentive letter or program description.
- Failure to satisfy any condition precedent shall automatically disqualify Retailer from earning or receiving the applicable Incentive.
- Good Standing
- For purposes of this Addendum, “Good Standing” means that Retailer:
- is not subject to suspension, probation, corrective action, or similar restriction imposed by Master Agent or Total Wireless;
- has no uncured monetary or material non-monetary default;
iii. is in compliance with all Total Wireless operational, branding, and performance requirements;
- has no material performance deficiencies, integrity issues, or reporting inaccuracies; and
- has satisfied all eligibility requirements set forth in this Addendum and the applicable incentive letter or program description.
- Earning vs. Payment
- Achievement of any milestone or performance threshold does not create an obligation to pay an Incentive. An Incentive shall be payable only if:
- Retailer has satisfied all eligibility conditions;
- the Incentive has been earned pursuant to the applicable incentive letter;
iii. Retailer remains in Good Standing; and
- all payment timing and verification requirements have been satisfied.
- Payment Timing
- Unless otherwise specified in the applicable incentive letter, payment of any Incentive shall be made to Exclusive Retailer no later than sixty (60) days following the date the applicable location is deemed a New Exclusive Retailer Store (defined below).
- “New Exclusive Retail Store” means a location that (i) has been approved by Total Wireless as a new Exclusive Retail Store, (ii) has Total Wireless approved signage fully installed and approved, (iii) has been designated as Retail Ready by Total Wireless, and (iv) is open and selling to customers. For the avoidance of doubt, a New Exclusive Retail Store does not include any existing retail location, nor any store acquired, converted, transferred, or assumed from another dealer or master agent, whether by acquisition, assignment, conversion, or similar transaction.
- Master Agent may withhold payment pending verification, audit, or resolution of any compliance issue.
- Continuous Operation; Retention Period
- As a condition to retaining any Incentive, Retailer shall:
- continuously operate each applicable Exclusive Retail Store, with no dark periods, except as expressly approved in writing by Master Agent;
- operate each applicable Exclusive Retail Store for a minimum of twenty-four (24) consecutive months from the Retail Ready date; and
iii. remain in Good Standing throughout the applicable retention period.
- Non-Competition; Store-Level Restriction
- As a material condition to earning, receiving, and retaining any Incentive, Retailer agrees that, for a period of one (1) year following the date each applicable Exclusive Retail Store is designated as Retail Ready and is open and selling, Retailer shall not, directly or indirectly, own, operate, manage, control, participate in, or have any financial or beneficial interest in any retail location that sells or markets competing wireless products or services within a three (3) mile radius of the street address of such Exclusive Retail Store.
- This restriction applies on a store-by-store basis and is limited solely to the geographic area and time period expressly set forth above.
- Clawback; Repayment; Forfeiture
- Forfeiture of Unpaid Incentives. Any Incentive not yet paid shall be automatically forfeited upon Retailer’s failure to satisfy any eligibility, earning, or retention condition.
- Repayment of Paid Incentives. If an Incentive has been paid and Retailer fails to satisfy any eligibility, earning, or retention condition during the Term, Retailer shall reimburse Master Agent for any and all Incentive amounts paid, without limitation, as specified in the applicable incentive letter.
- Offset Rights. Master Agent may offset any repayment obligation against any amounts otherwise payable to Retailer.
- Credit Support
- As a condition to payment of any Incentive, Master Agent Retailer shall provide a bank letter, letter of credit, guarantee, or other financial assurance reasonably acceptable to Master Agent to secure Retailer’s repayment obligations under this Addendum.