ARTICLE I. APPOINTMENT AND SCOPE

1.1Appointment. This Agreement constitutes an appointment of Distributor as a non-exclusive Distributor of Generac products, components, and parts thereto, including without limitation, those listed on Appendix #1 (“Products”) in the Sales and Service Area, defined by Appendix 2. The scope and type of Products sold by Distributor or offered by Generac may be amended by Generac in accordance with this Agreement. This Agreement is non-exclusive and Generac has the right to make direct sales or provide services in any geographic area or market vertical and to appoint additional GAIN Dealers, residential dealers or other buyers similarly situated to Distributor in any geographic area or market vertical at any time in its sole discretion.

1.2Scope. The relationship between Generac and Distributor is that of a seller and buyer. Neither Distributor nor its employees and agents are or will be the agents or representatives of Generac for any purpose whatsoever. Distributor, its employees or agents, are not granted by this Agreement or otherwise any expressed or implied right or authority to assume or create any obligation or responsibility on behalf of or in the name of Generac. Generac agrees to sell and Distributor agrees to buy the Products under the terms and conditions listed herein. Any and all Products purchased by Distributor shall be subject to the terms and conditions in this Agreement.

ARTICLE II. DISTRIBUTOR’S OBLIGATIONS

2.1Insurance. Without limiting the Distributor’s indemnity obligations, Distributor shall maintain in effect during the term hereof and for a period of no less than five years thereafter liability insurance policies, with a recognized carrier providingA.M. Best financial rating of at least “A-VIII” aggregate coverage of not less than $3 million and not less than $1 million per occurrence; workers’ compensation and employer’s liability in compliance with statutory and federal laws and requirements of the hiring and working states with minimum employer’s liability limits of $500,000 each accident; $500,000 disease policy limit; and $500,000 disease each employee; commercial automobile liability with minimum combined single limits of$1,000,000 each accident. Such policies will include Generac as the additional insured and a certificate of insurance will be provided to Generac upon request. Distributor shall provide Generac ten (10) days’ prior written notice of any cancellation, lapse or expiration.