T3 MOTION, INC. DISTRIBUTION AGREEMENT

Exhibit 10.1

T3 MOTION, INC. DISTRIBUTION AGREEMENT

     THIS AGREEMENT (the “Agreement”) is made this 19th Day of March, 2009 (the “Effective Date”), by and between T3 Motion, Inc., a Delaware corporation (“T3 Motion”), and Spear International, LTD. a company incorporated under the laws of the Bahamas (“Distributor”). T3 Motion and the Distributor are sometimes referred to herein as a “Party” or collectively as the “Parties.” The Parties agree as follows:

     WHEREAS, T3 Motion is engaged in the business of providing a state of the art personal mobility vehicle and ancillary related goods (the “Products”), as described in Exhibit A ;

     WHEREAS, Distributor desires to purchase, promote, market, sell, and distribute the Product in a specified geographic area; and

     WHEREAS, T3 Motion wishes to obtain the services of Distributor to act as an authorized representative of T3 Motion for the purpose of promoting, selling and distributing the Product in the specified geographic area.

NOW THEREFORE, in consideration of the promises and of the mutual agreements and understandings below, the Parties agree as follows:

1.0 APPOINTMENT OF DISTRIBUTOR AND LICENSES GRANTED

1.1 Exclusive Appointment.

          (a) T3 Motion appoints Distributor as its exclusive distributor in the sales territory as defined in Exhibit B (the “Exclusive Territory”) and as a non-exclusive distributor in the sales territory defined in Exhibit B (the “Non-Exclusive Territory,” and together with the Exclusive Territories, the “Territory”), and Distributor accepts such appointment. Distributor has the exclusive, non-transferable right (subject to the Distributor’s assignment rights as set forth in Section 12h and the Distributor’s right to appoint Dealers and sub-distributors as set forth in Section 4.9) and license to promote, market, sell, and distribute the Products within the Territory during the Initial Term and any subsequent Renewal Term(s) (as defined in Section 10.1) to commercial, governmental or other organizational end user markets (i.e., Government, Military, and Law Enforcement, only sales can only be made to commercial or professional end users) as well as high net worth individuals as set forth within the Territories defined in Exhibit B.

          (b) Distributor agrees that its status as an exclusive T3 Motion Distributor in the Exclusive Territory depends upon its meeting, and continuing to meet, standards of performance described herein, including minimum sales requirements, as set forth in Exhibit C attached. During the Term of this Agreement, without the Distributor’s prior written consent, T3 Motion shall not appoint any other distributors in the Exclusive Territory other than the Distributor and

will not allow any other person or entity to provide T3 products and/or services in the Exclusive Territory other than the Distributor, other than in accordance with the provisions of Article 10.9 of this Agreement.

1.2 Restrictions .

          (a) Distributor shall not seek customers for the Products outside the Territory nor establish or maintain any authorized branch or distribution center outside the Territory without T3 Motion’s prior written consent. Distributor shall not solicit orders from any prospective purchaser with its principal place of business located outside the Territory. If Distributor receives any order from a prospective purchaser whose principal place of business is located outside the Territory, Distributor shall immediately refer that order to T3 Motion. Distributor shall not accept any such orders. Distributor may not deliver or tender (or cause to be delivered or tendered) any Product outside of the Territory. Distributor shall not sell any Products to a purchaser if Distributor knows or has reason to believe that such purchaser intends to remove those Products from the Territory. Distributor may resell the Products to, any other distributor of T3 Motion or any other provider of T3 products and services both in and outside of the assigned exclusive Territory (with the exception of North America) with T3’s prior written consent. Distributor will provide repair and maintenance services for any sale made by distributor outside of its defined Territory.

          (b) Except as provided in this Section 1.2(b), Distributor may alter, modify, or otherwise make changes to the Product as long as the changes do not alter the machinery of the product. Distributor may only install additional electronic or mechanical assemblies onto the Product with prior written approval by T3 Motion. Distributor may also install sales decals and install additional aftermarket lighting or customer requested paint and graphics only with T3 Motion’s prior written consent, which may not be unreasonably withheld. Distributor specifically acknowledges and agrees to purchase and distribute all Products as received without any alterations to the T3 Motion branding.

1.3 Limited Trademark License .

          (a) Distributor is authorized to use the T3 Motion trademarks, service marks and trade names (the “Marks”) as identified in Exhibit C under the terms and conditions contained therein, solely in connection with the promotion, sale and marketing of the Product. Any unauthorized use or misuse of the Marks or any use which is not in compliance with T3 Motion’s procedures is a breach of this Agreement. The Marks are and shall remain the exclusive property of T3 Motion. T3 Motion grants Distributor only a limited license to reproduce the Marks to promote and market the Product during the Initial Term and any Renewal Term(s). All Logos and markings are to remain on the Product as it is shipped by T3 Motion. Alteration(s) to any Product must receive prior approval from T3 Motion. Any such use of a Mark by Distributor must correctly attribute ownership of such mark to T3 Motion and must be in accordance with applicable law and T3 Motion’s then-current trademark usage guidelines. Distributor will not remove or obscure any Marks on or in the Products.

Distributor agrees that nothing in this Agreement gives it any right, title or interest in the Marks (except the right to use the Marks in accordance with the terms of this Agreement), and that the

Marks are the sole property of T3 Motion and its affiliates. Distributor shall not contest the validity or ownership of the Marks or T3 Motion’s right to license the Marks. Distributor agrees that any and all uses by Distributor of the Marks and the goodwill arising therefore shall be limited to the identification of Distributor as an authorized Distributor of Products. Distributor will not seek to register, re-register, assert claim to ownership of, license or allow others to use, or otherwise appropriate to itself any of the Marks or any mark or name confusingly similar thereto, or the goodwill symbolized by any of the foregoing without obtaining the prior written approval of T3 Motion. Distributor will at no time contest or aid in contesting the validity of ownership of any Mark or take any action in derogation of T3 Motion’s rights herein, including, without limitation, selling any product or applying to register any trademark, trade name or other designation that is confusingly similar to any Mark.

          (b) The obligations undertaken by Distributor pursuant to this Section shall survive termination of this Agreement, and in the event of such termination, Distributor agrees not to register or use any trademarks or trade names that are the same as, or confusingly similar to, the Marks both within and outside of the Territory.

          (c) Distributor shall promptly notify T3 Motion of any and all infringements of the Intellectual Property pertaining to the Products that may come to Distributor’s attention and shall assist T3 Motion in taking such action against said infringements as T3 Motion, in its sole discretion, may decide. All expenses and costs of such legal action, including those of Distributor to the extent requested by T3 Motion, shall be paid by T3 Motion.

1.4 No Solicitation of Other Parties .

          (a) During the term of this Agreement, T3 Motion will not intentionally target Distributor’s customers and/or their affiliates (the Distributor’s Customers”), nor knowingly solicit Distributor’s Customers nor knowingly sell any products or services to Distributor’s Customers in any manner whatsoever. The term Distributor’s Customers shall include any person or entity to whom the Distributor has sold products or services to, introduced T3 Motion’s products or services to and/or provided Product marketing and/or sales materials to, within the Territory. Distributor will not intentionally target T3 Motion’s Customers, nor knowingly solicit T3 Motion’s Customers on the basis of any information that T3 Motion may provide, or which Distributor may naturally acquire through the relationship of the Parties.

1.5 Relationship between Parties .

          (a) The relationship between T3 Motion and Distributor is that of independent contractor and under no circumstance shall any of the employees of one Party be deemed to be the employees of the other. This Agreement shall not be construed as authority for either Party to act for the other Party in any agency or other capacity or to make commitments of any kind for the account of, or on behalf of, the other Party, except to the extent, and for the purposes of, expressly provided herein. Each Party acknowledges that it is not, and shall not hold itself out as, a joint venture, franchisee, partner or employee of the other Party. The relationship created by this

Agreement is not intended by the Parties to constitute the granting of a franchise to Distributor by T3 Motion. The Agreement will serve as a license to resell T3 Motion’s products and service. Distributor expressly acknowledges and confirms that it has not paid and will not pay any fee to T3 Motion in connection with this Agreement and that none of the terms, conditions or amounts provided for in this Agreement can be characterized to constitute such a fee.

1.6 Competition. Distributor shall not directly sell, contract to sell or arrange for the sale of any products that compete with the Products. (as defined by exhibit A). T3 understands and agrees that the Distributor may engage sub-dealers and/or sub-distributors that sell products that may compete with the Products. The Distributor shall not share in any profits derived by such dealers and/or sub-distributors from the sale of products competing with the Products.

2.0 PURCHASE AND RESALE OF PRODUCTS AND SERVICES

2.1 Sale of Products .

          (a) Distributor shall purchase the Products from T3 Motion and shall re-sell the Products to Distributor’s Customers subject to all applicable T3 Motion tariffs, if any, now or hereafter filed with federal and/or state authorities (“T3 Motion Tariffs”). T3 Motion shall have no obligation to pay any taxes on the sale of the Products in the Territory and Distributor agrees to indemnify and reimburse T3 Motion for any such taxes imposed on T3 Motion by any Governmental Entity. “Governmental Entity” shall mean any federal, state, local, international, foreign, or any other court of competent jurisdiction, legislature, governmental agency, administrative agency or commission or other governmental authority or instrumentality. The Distributor shall order from T3 Motion, and T3 Motion shall sell to Distributor, Products at the rates described in Exhibit A. T3 Motion agrees to work with Distributor to help facilitate achieving the minimum tax and duties. (IE: Help define the proper harmonized codes to ensure the lowest taxes and duties upon import into sales territory.)

2.2 No Proprietary Interest .

          (a) Neither Distributor nor any of Distributor’s Customers shall acquire any proprietary interest in any of the Products, which shall remain T3 Motion’s property. Any improvements, modifications or changes made to the Products, either by Distributor or Distributor’s Customers shall be assigned to T3 Motion and be the proprietary interest of T3 Motion.

2.3 Prices and Payment .

     (a) On the Effective Date, Distributor shall provide to T3 Motion a forecast for the next three calendar months of Distributor’s anticipated requirements of the Products and indicating the desired delivery dates. Distributor shall update this forecast on a rolling basis from month to month. Each update to the forecast will be due by the close of business at the end of the first week of each month. Distributor shall thereafter from time to time place firm orders with T3 Motion upon receipt of orders from the Distributor’s clients.

     (b) Distributor shall order Products from T3 Motion by submitting a firm written order call off to a blanket purchase order in the form attached hereto as Exhibit E (“Blanket Purchase Order and Order Release/Call Off”), identifying the Products ordered, requested delivery date(s) and any export/import information required to enable T3 Motion to fill the order. All orders for Products are subject to acceptance by T3 Motion at 2990 Airway, Suite B, Costa Mesa, 92626, telephone: (714) 619-3600.

     T3 Motion shall have no liability to Distributor with respect to purchase orders which are not accepted; provided , however , that T3 Motion will not unreasonably reject any purchase order for Products which does not require any modifications or additions in order to meet the specifications of Distributor or its customers.

     (c) If a Firm Purchase Order Call Off is accepted in accordance with Section 2.3(b) above, the prices for Products covered by such Firm Purchase Order Call Off shall be T3 Motion’s net distributor prices Exworks for the place of origin specified in a Firm Purchase Order Call Off which are in effect on the date of T3 Motion’s acceptance. T3 Motion may from time to time change those prices provided such changes are directly related to actual changes in freight costs, as freight and transportations costs are Distributors responsibility, such change being effective immediately upon Distributor’s receipt of notice thereof; provided , however , that no price change shall affect Firm Purchase Order Call Offs offered by Distributor and accepted by T3 Motion prior to the date such price change becomes effective. Products price may only change if mutually agreed upon by both parties. Risk of loss and damage shall be as set forth in Section 2 (h) below and T3 shall arrange for delivery of Products to the place of delivery designated in the Firm Purchase Order Call Off at Distributor’s expense as set forth above.

     (d) Distributor shall be free to establish its own pricing for Products sold. Distributor shall notify T3 Motion of its pricing, as in effect from time to time.

     (e) The ultimate shipment of orders to Distributor shall be subject to the right and ability of T3 Motion to make such sales and obtain required licenses and permits, under all decrees, statutes, rules and regulations of the government of the U.S. and agencies or

instrumentalities thereof presently in effect or which may be in effect hereafter, in particular, but without limitation, legislation pertaining to International Traffic-in-Arms and other export controls. T3 has obtained all permits and licenses necessary to sell the Products to the Distributor for delivery in the Territories. See Exhibit F

     (f) Distributor hereby agrees: (i) to assist T3 Motion in obtaining any such required licenses or permits by supplying such documentation or information as may be requested by T3 Motion; (ii) to comply with such decrees, statutes, rules and regulations of the government of U.S. and agencies or instrumentalities thereof; (iii) to maintain the necessary records to comply with such decrees, statutes, rules and regulations; (iv) not to re-export any Products except in compliance with such decrees, statutes, rules and regulations; (v) to obtain all governmental approvals and licenses necessary to import the Products into the Territory; (vi) not to sell, transfer or otherwise dispose of the Products in violation of the export laws of U.S.; and (vii) to indemnify and hold harmless T3 Motion from any and all fines, damages, losses, costs and expenses (including reasonable attorneys’ fees) incurred by T3 Motion as a result of any breach of this subsection by Distributor or any of Distributor’s customers. (NOTE: Distribution business decision) See Exhibit F

     (g) Distributor hereby expressly acknowledges that the technical data and the direct product thereof are subject to export controls of the U.S. and agrees that neither the technical data nor the direct product thereof will be transferred, directly or indirectly, to any destination contrary to the requirements of the law of the U.S., including but not limited to the terms of any export license and the terms of Part 774 (re-exports) of the U.S. Export Administration Regulations. Further, Distributor hereby provides its assurance that it will not participate in any transaction which may involve any commodity or technical data, or the direct product thereof, exported or to be exported from U.S., or in any re-export thereof, or in any other transaction that is subject to export controls of U.S., if a person denied export privileges from U.S. may obtain any benefit from or have any interest in, directly or indirectly, these transactions. Distributor to determine. T3’s controls are defined within Exhibit F.

     (h) Unless Distributor requests otherwise, all Products ordered by Distributor shall be packed for shipment and storage in accordance with T3 Motion’s standard commercial practices. It is Distributor’s obligation to notify T3 Motion of any special packaging requirements (which shall be at Distributor’s expense). T3 Motion shall deliver Products into the possession of a common carrier designated by Distributor, no later than the date specified for such delivery on the relevant purchase order for such Products and no earlier than the date three (3) days prior to such specified date. Risk of loss and damage to a Product shall pass to Distributor upon the delivery of such Product to the place of delivery designated in the Firm Purchase Order Call Off . All claims for non-conforming shipments must be made in writing to T3 Motion within ten days of the passing of risk of loss and damage, as described above. Any claims not made within such period shall be deemed waived and released.

     (i) Products shall be purchased and sold hereunder on the terms and conditions set forth in T3 Motion’s standard terms and conditions of sale attached hereto as a Exhibit as a purchase order, as in effect at the time of acceptance of the purchase order for such Products,

except that in the event of any discrepancy between such terms and conditions and this Agreement, the terms of this Agreement shall govern.

3.0 PAYMENT FOR PRODUCTS

3.1 T3 Charges .

          (a) Distributor shall promptly pay to T3 Motion all sums due (“T3 Charges”) for the Products, which amounts shall be calculated and paid as set forth in Exhibit A. The schedule of T3 Charges provided in Exhibit A shall remain in force during the Initial Term (defined as 3 years) of this Agreement. Thereafter prices payable by the Distributor for the Products will be renegotiated either upward or downward on an annual basis upon mutual agreement of the parties. In the event that during the Term of this Agreement any distributor, seller and/or provider of T3 Motion products outside of the United States (“Other T3 Seller”), has the right to purchase Products from T3 Motion at a price less than that of the Distributor, the Distributor’s price for the Products shall be immediately and automatically reduced to the lowest price charged to any such distributor, seller or provider for Products. Such reduced price shall apply to all Products not yet delivered by T3 Motion under pending orders and all future orders placed by the Distributor. The foregoing price reductions shall not apply in the event that such Other T3 Seller has committed to purchase in excess of 6,000 T3i Series Vehicles over a three year period.

4.0 DISTRIBUTOR’S OBLIGATIONS

4.1 Distributor Diligence .

          (a) Except as otherwise allowed under this Agreement, Distributor shall solicit the Customers for Products for its own account and under its own trade name(s) or under its affiliates’ accounts and names. Distributor agrees to faithfully and diligently use its best efforts to sell, promote and support the Products in the Territory by commercially reasonable means.

4.2 Ethical Conduct .

          (a) Distributor will conduct its business in an honest, professional and ethical manner and will not willingly commit any act or omission to act which adversely affects T3 Motion. Distributor will comply with the reasonable requirements and practices established by T3 Motion for the processing of service forms, credit applications, collections, fraud prevention, and all other administrative functions.

          (b) Distributor will also: (i) conduct business in a manner that reflects favorably at all times on the Products and the good name, goodwill and reputation of T3 Motion; (ii) make no false or misleading representations or advertisements with regard to T3 Motion or the Products; and (iii) make no representations, warranties or guarantees to customers or to the trade with respect to the specifications, features or capabilities of the Products that are inconsistent with the literature distributed by T3 Motion.

4.3 Unlawful Use .

          (a) Any attempt by Distributor to use Products for an unlawful purpose will be a material breach of this Agreement. T3 Motion may, by written notice to Distributor, require Distributor to cancel the right to use service of any Distributor Customer using or attempting to use Products for an unlawful purpose, and failure of Distributor to cancel such Distributor Customer’s service shall be deemed a material breach of this Agreement.

4.4 Distributor Warranty to Customers .

          (a) Distributor is responsible for all warranties, expressed or implied, with regard to any Products that differ from T3 Motion’s limited warranty contained herein.

4.5 Distributor Responsibility .

          (a) Distributor is solely responsible for all risks and expenses incurred in connection with its actions in the sale of the Products pursuant to this Agreement including without limitation, all expenses of its office, if any, and activities, and all acts and expenses of its personnel, employees, subcontractors, agent and representatives in the Territory.

4.6 Compliance with Law .

          (a) In performing its duties hereunder, Distributor shall materially comply with all applicable laws, rules and regulations of any Governmental Entity, including, without limitation, those of the United States of America, including its export and import laws and regulations, for Products and commercially reasonable or legally required policies of T3 Motion communicated to Distributor, which are now or hereafter in effect. Distributor shall have and maintain all necessary permits or certificates required by any Governmental Entity or agency necessary for the performance of its duties hereunder and the conduct of its business, which may include the necessity of filing a separate tariff to sell Products as a distributor thereof. T3 represents and warrants to the Distributor that (i) no approvals, authorizations and/or consents are needed from the United States Government and/or any agency thereof in order for T3 Motion to ship or deliver the Products to the Distributor in any of the Territories and/or for the Distributor to sell any Products in the Territories and (ii) to T3 Motion’s knowledge, the Distributor will not be required to file any notice and/or other documents with the United States Government and/or any agency thereof in order to have the Products shipped and/or delivered to the Distributor in any of the Territories and/or for the Distributor to sell any Products in the Territories.

4.7 Competition.

          (a) Distributor shall have the right to engage, conduct, assist, encourage, participate or aid any other party in other form of business however, Distributor shall not engage in any form of business that shall constitute a competition for Products which are currently available

for sale by T3 Motion within the attached Territories and shall maintain in strict confidence all information regarding T3 Motion and the Products and as more fully defined under Section 9. Without limiting the generality of the foregoing, neither Distributor nor any of its affiliates shall market, sell, solicit, distribute any products or services that directly compete with T3 Motion’s existing T3i Series products (as defined by Exhibit A). The foregoing restrictions shall not apply to any dealer or sub-distributor of the Distributor so long as the Distributor does not share in profits derived by such dealer or sub-distributors sale of products competing with the Products.

4.8 Maintenance of Regulatory Approvals, Licenses, and Certifications .

     (a) Distributor shall be fully responsible for obtaining all necessary certification and registration for Distributor to sell the Products in the Territory. Distributor will be solely responsible for maintaining all obligations required as part of any regulatory approvals, licenses and certifications at T3 Motion’s cost. Distributor shall also maintain in good standing all necessary regulatory approvals, licenses, and certifications during the term of this Agreement.

     (b) Distributor will be solely responsible for ensuring that the promotion, marketing, sales and distribution of Products is conducted in compliance with all regulations applicable to Products in each country where such activities take place. Distributor commits to ensure that all regulatory approvals, licenses and certifications are properly maintained or obtained, as applicable, such that there is no impairment of the good name and goodwill of T3 Motion.

     (c) Distributor will be solely responsible for communicating with pertinent governmental agencies or other regulating bodies with respect to all regulatory approvals, licenses and certifications in the Territory currently issued under T3 Motion’s name.

     (d) Upon termination of this Agreement for any reason, Distributor, at the request of T3 Motion, will use commercially reasonable efforts to transfer any and all regulatory or governmental certifications or approvals pertaining to Products to T3 Motion. T3 Motion shall reimburse Distributor for all reasonable and actual costs incurred by Distributor related to any and all regulatory or governmental certifications or approvals pertaining to the Products, if obtaining such certifications or approvals had been approved by T3 Motion in writing prior to being obtained.

4.9 Dealers Network . T3 authorizes the Distributor to develop a network of Dealers and/or sub-distributors in the Territory for the introduction, sale, maintenance, and distribution of the Products in the Territory. Distributor shall be authorized to sublicense the rights granted under this Agreement to such Dealers and sub-distributors provided that any and all agreements with such Dealers and sub-distributors shall be subject to the terms and conditions of this Agreement.

4.10 The Distributor undertakes to train its customers in line with the T3 training program on the operating and riding of the T3i series vehicles, either by staff employed by the Distributor, staff employed by its Dealers, Sub Distributors, or Agent, or by trained trainers employed by the customers supported with a document that the customers trainers are responsible for this training and have been trained to do this.

5.0 DUTIES OF T3 MOTION

5.1 Products.

          (a) T3 Motion shall provide Products to Distributor, its Dealers, subdistributors and/or any other party designated by Distributor in writing, provided (a) Products are available, and (b) Distributor is not in material breach of this Agreement. Notwithstanding the foregoing in all circumstances T3 shall provide Products to Distributor’s Customers that have been paid for in full. T3 Motion agrees to faithfully and diligently use its best efforts to support the distributors’ efforts to sell, promote, and provide overall support of the products in the territory by commercially reasonable means.

5.2 Customer Support .

(a) Subject to the terms and conditions of this Agreement, once a Distributor Customer has been sold a Product, T3 Motion shall provide customer support to that Distributor Customer without charge to the Distributor.

5.3 No Other Obligation .

          (a) T3 Motion shall have no liability to Distributor or any of Distributor’s Customers in connection with Products except as specifically set forth in this Agreement, T3 Motion’s Tariffs, T3 Motion’s Limited Warranty (contained herein), or T3 Products policies communicated to Distributor.

6.0 T3 MOTION LIMITED WARRANTY

6.1 Limited Warranty .

          (a) T3 Motion warrants that the Products will operate and conform to T3 Motion’s published product warranty to the end user attached hereto as Exhibit E (“limited warranty”). The limited warranty on a T3i Series, power modules and charger is for parts only and is limited to 1 year or 2,500 miles from date of sale to end user, whichever comes first. Distributor will pass through T3 Motion’s standard limited warranty to its customers. Distributor will not modify T3 Motion’s standard limited warranty or make any other warranty with regard to Products without T3 Motion’s prior written consent. This section 6 in its entirety shall survive the termination of this Agreement.

6.2 Warranty Exclusions .

          (a) THIS LIMITED WARRANTY DOES NOT EXTEND TO CLAIMS ARISING FROM MISUSE OF THE PRODUCTS, CASUALTY LOSS OR DAMAGE, OR USE OF THE PRODUCTS FOR PURPOSES OTHER THAN THOSE FOR WHICH THE PRODUCTS WERE DESIGNED. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET

FORTH ABOVE, T3 MOTION GRANTS NO WARRANTIES FOR THE PRODUCTS, EXPRESS OR IMPLIED, AND T3 MOTION SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

6.3 Limited Remedy .

          (a) In the event that any Product or accessory violates its limited warranty to the end user, T3 Motion will repair, replace, or refund the purchase price to Distributor at T3 Motion’s discretion per the terms of the vehicle warranty. Distributor is responsible for the administration and handling of all warranty claims and returns to T3 Motion from Distributor’s customers within the Territory at T3’s sole cost and expense. T3 reserves the right to determine the manner of satisfying the warranty claim, such as replacement, repair or refund.

6.4 Return of Products .

          (a) T3 represents and warrants to the Distributor that warranty claims for out of box failures (Definition: Out Of Box Failure is a take on a common quality analysis term Out Of Box Experience , used in the electronics industries. It refers to a system that has a major defect preventing (or severely restricting) use that is immediately apparent upon opening the box of a new unit or first turning the unit on.) have been made on less than 1% of Products delivered by T3. In the event Distributor wishes to make a warranty claim, Distributor shall notify T3 Motion in writing by telecopy of Distributor’s desire to return a Product, stating the reason for such return. Distributor shall not return any Product to T3 Motion without first obtaining a Return Material Authorization (“RMA”) number from T3 Motion. Distributor shall send to T3 Motion, at T3’s sole cost and expense, on a monthly basis, during the term of this Agreement, all returned Products for which an RMA has been issued. As promptly as possible, but no later than ninety working days after receipt by T3 Motion of a properly returned Product thereof, T3 Motion shall replace or repair, per the terms of the vehicle warranty, the Product. Upon an RMA’s issued by T3, T3 reserves the right to determine if the product should be shipped back to T3 or not. T3 has the right to replace, repair or refund the Product without having the goods shipped back to the U.S. T3 Motion shall pay all shipping and other charges in connection with the return and shipment of replaced Products. T3 Motion claim approval process is, generally, as follows:

Approval process is within 24 business hours

          (b) Warranty is defined in Owners Manual (Legal Section)

6.5 Warranty Exclusion .

          (a) T3 Motion shall not be liable for any failure of Products caused by or resulting from (a) any incompatibility of Distributor’s Customers’ equipment (IE: After market add on equipment) or (b) any act or event beyond the reasonable control of T3 Motion, including but not limited to wind, fire, flood, earthquake, act of God, riot, war, strike or labor dispute, governmental acts or orders or any other similar or dissimilar act or event not within the reasonable control of T3 Motion.

6.6 Limitations of Liability .

          (a) EXCEPT FOR THE LIIMITED PRODUCT WARRANTY, T3 MOTION SHALL NOT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES. THIS LIMITATION SURVIVES THE FAILURE OF ANY EXCLUSIVE REMEDY. UNDER NO CIRCUMSTANCES WILL T3 MOTION BE LIABLE FOR MORE THAN THE DOLLAR AMOUNT OF PRODUCTS SOLD PURSUANT TO THIS AGREEMENT.]

6.7. Warranty Notifications

The Distributor must notify T3 Motion at the end of each calendar month the serial numbers of all vehicles sold during that month including the name of the customer purchasing the vehicle, and the date of sale, which information will not be used by T3 and/or any other party for marketing and/or sales purposes. T3 reserves the right to continue service and support to the T3 end user clients in the event that this agreement expires or terminates.

6.8 Service Center

Distributor agrees to maintain suitable premises for a Service Center. The number of trained technicians (certified by T3 Motion) at the Service Center will be determined by the Distributor based on need and completed sales .Trained technicians shall have the ability to travel to service the destinations covered in the Territories, shall be available full time (normal working hours) to support service, the service center will maintain suitable premises, space and equipment for service within, and accessible in, the defined territory, service staff will be prepared to travel to customer sites as appropriate, response to customer service calls will be within 24 hours and no longer than 48 hours, service center will maintain minimum levels of parts inventory (TBD) to provide service.

7.0 INDEMNITIES AND INSURANCE

7.1 By Distributor .

          (a) Distributor shall indemnify and hold harmless T3 Motion, its officers, directors, agents, employees, successors and assigns, from and against losses, claims, actions, proceedings, liabilities, obligations, damages, costs or expenses (“Claims”) , including the payment of reasonable attorney’s fees, arising out of or resulting from (i) any breach by Distributor of this Agreement or (ii) the acts or omissions of Distributor, its employees or agents constituting gross negligence and/or willful misconduct. T3 Motion shall notify Distributor of any such Claims and T3 Motion shall undertake the defense thereof or require Distributor to do so. Should T3 Motion request Distributor to undertake such defense and Distributor in fact undertakes such defense, T3 Motion can, at its election and at its sole cost, also participate in the defense thereof.

7.2 By T3 Motion .

          (a) T3 Motion shall indemnify and hold harmless Distributor, its officers, directors, agents, employees, successors and assigns, from and against any and all Claims, including the payment of reasonable attorney’s fees, arising out of or resulting from (i) any breach by T3 Motion of this Agreement or (ii) the acts and omissions of T3 Motion constituting gross negligence and/or willful misconduct.. Distributor shall notify T3 Motion of any such Claims, and Distributor may undertake the defense there