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EXHIBIT 10.25
[NISSAN LOGO]
NISSAN DEALER SALES & SERVICE AGREEMENT
THIS AGREEMENT
is entered into effective the day last set forth below by
and between the Nissan Division of NISSAN
NORTH AMERICA, INC., a California
corporation, hereinafter called Seller, and
the natural person or entity
identified as "Dealer" in the Final Article
of this Agreement.
INTRODUCTION
The purpose of
this Agreement is to establish Dealer as an authorized
dealer of Nissan Products and to provide
for the sale and servicing of Nissan
Products in a manner that will best serve
the interests of Seller, Dealer, other
Authorized Nissan Dealers and owners and
purchasers of Nissan Products. This
Agreement sets forth: the rights which
Dealer will enjoy as an Authorized Nissan
Dealer; the responsibilities which Dealer
assumes in consideration of its
receipt of these rights; and the respective
conditions, rights and obligations
of Seller and Dealer that apply to Seller's
grant to Dealer of such rights and
Dealer's assumption of such
responsibilities.
This is a
personal services Agreement. In entering into this Agreement
and
appointing Dealer as provided below, Seller
is relying upon the personal
qualifications, expertise, reputation,
integrity, experience, ability and
representations of the individual(s) named
herein as Principal Owner(s) and
Executive Manager.
Achievement of the
purposes of this Agreement is premised upon mutual
understanding and cooperation between
Seller and Dealer. Dealer has entered into
this Agreement in reliance upon Seller's
integrity and expressed intention to
deal fairly with Dealer and the consuming
public. Seller has entered into this
Agreement in reliance upon Dealer's
integrity and ability and expressed
intention to deal fairly with Seller and
the consuming public.
It is the
responsibility of Seller to market Nissan Products throughout
the
Territory. It is the responsibility of
Dealer to actively promote the retail
sale of Nissan Products and to provide
courteous and efficient service of Nissan
Products. The success of Seller and Dealer
will depend on how well they each
fulfill their respective responsibilities
under this Agreement. It is recognized
that: Nissan North America, Inc.
(hereinafter called "Manufacturer") will
endeavor to provide motor vehicle that
offer outstanding value to the consuming
public; Seller will endeavor to establish a
national network of Authorized
Nissan Dealers that can provide effective
sales and service effort at the retail
level; and Dealer will endeavor to fulfill
its responsibilities through
aggressive, sound, ethical selling
practices and through conscientious regard
for customer service.
Seller and
Dealer shall refrain from engaging in conduct or activities
which might be detrimental to or reflect
adversely upon the reputation of
Seller, Manufacturer, Dealer or Nissan
Products and shall engage in no
discourteous, deceptive, misleading or
unethical practices or activities.
For consistency
and clarity, terms which are used frequently in this
Agreement have been defined in Section 1 of
the Standard Provisions. All terms
used herein which are defined in the
Standard Provisions shall have the meaning
stated in said Standard Provisions. These
definitions should be read carefully
for a proper understanding of the
provisions in which they appear.
To achieve the
purposes referred to above, Seller and Dealer agree as
follows:
ARTICLE FIRST: Appointment of Dealer
Subject to the
conditions and provisions of this Agreement, Seller:
(a) appoints
Dealer as an Authorized Nissan Dealer and grants Dealer the
non-exclusive right to buy from Seller
those Nissan Products specified in
Dealer's current Product Addendum hereto,
for resale, rental or lease at or from
the Dealership Locations established and
described in accordance with Section 2
of the Standard Provisions; and
(b) grants
Dealer a non-exclusive right, subject to and in accordance with
Section 6.K of the Standard Provisions, to
identify itself as an Authorized
Nissan Dealer, to display the Nissan Marks
in the conduct of its Dealership
Operations and to use the Nissan Marks in
the advertising, promotion and sale of
Nissan Products in the manner provided in
this Agreement.
ARTICLE SECOND: Assumption of
Responsibilities by Dealer
Dealer hereby
accepts from Seller its appointment as an Authorized Nissan
Dealer and, in consideration of its
appointment and subject to the other
conditions and provisions of this
Agreement, hereby assumes the responsibility
for:
(a) establishing
and maintaining at the Dealership Locations the Dealership
Facilities in accordance with Section 2 of
the Standard Provisions;
(b) actively and
effectively promoting the sale at retail (and, if Dealer
elects, the leasing and rental) of Nissan
Vehicles within Dealer's Primary
Market Area in accordance with Section 3 of
the Standard Provisions;
(c) servicing
Nissan Vehicles and for selling and servicing Genuine Nissan
Parts and Accessories in accordance with
Section 5 of the Standard Provisions;
(d) building and
maintaining consumer confidence in Dealer and in Nissan
Products in accordance with Section 5 of
the Standard Provisions; and
(e) performance
of the additional responsibilities set forth in this
Agreement, including those specified in
Section 6 of the Standard Provisions.
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ARTICLE THIRD: Ownership
(a) Owners. This
Agreement has been entered into by Seller in reliance
upon, and in consideration of, the personal
qualifications, expertise,
reputation, integrity, experience, ability
and representations with respect
thereto of the Principal Owner(s) named in
the Final Article of this Agreement
and in reliance upon Dealer's
representations concerning the ownership of Dealer
as follows:
(i) Dealer represents and agrees that the person(s) named as
Principal
Owner(s) in the Final Article of this
Agreement, and only those person(s), shall
be the Principal Owner(s) of Dealer;
(ii) Dealer represents and agrees that the person(s) named as
Other
Owner(s) in the Final Article of this
Agreement, and only those person(s), shall
be the Other Owner(s) of Dealer.
(b) Holding
Company. Seller requires that a natural person be named as the
Principal Owner(s) of Dealer because Seller
relies on the personal
qualifications, expertise, reputation,
integrity, experience, ability and
representations of such individuals. If one
or more of the owner(s) of Dealer is
a corporation, partnership or other entity
and not a natural person (hereinafter
called "Holding Company"), Dealer and
Seller agree that the natural persons
listed in the Holding Company Addendum of
this Agreement as owners of the
Holding Company shall be deemed to be the
Principal Owner(s) and Other Owner(s)
of Dealer, as the case may be and that the
terms and c
