Dealer Obligations. During the Term of this Agreement, each Party, when acting as a Dealer hereunder, agrees that it will: 4.1.1 Comply at all times with Applicable Law, the other Party’s Policies and Procedures, including the requirement to collect all Customer Materials, and obtaining all Licensing Requirements to perform Dealer services in the Territory. 4.1.2 Conduct its business and represent the other Party in a professional, ethical, legal and businesslike manner in such a manner that its actions or the actions of its personnel will not jeopardize such other Party’s relationships with their communities of operation and with their Customers and Prospective Customers. 4.1.3 Comply at all times with the terms of any agreement between the other Party and its Financing Partners, to the extent that such terms have been communicated by such other Party, as applicable. 4.1.4 Provide, for each Representative in writing, to the other Party the (i) full name, (ii) email address, and (iii) sales office, prior to allowing such Representative to perform any Dealer services on behalf of such Party. Confidential 5 A&R Sales Dealer Agreement (Vivint Solar Developer, LLC – Vivint, Inc.) 4.1.5 Require each Representative to provide personal identifying information to the other Party, in writing, including but not limited to the Representative’s; (i) full name, (ii) physical address, (iii) primary and secondary email address, (iv) date of birth, (v) telephone number, (vi) location of specific Dealer office, and (vii) any other information required to register the Representative with the other Party and its Financing Partner’s, prior to allowing such Representative to perform any Dealer services on behalf of such other Party. 4.1.6 Require each Representative to submit a background check authorization to the other Party (the form of such authorization to be provided by such other Party) prior to allowing such Representative to perform any Dealer services on behalf thereof. 4.1.7 Not permit its Representatives to perform Dealer services on behalf of the other Party until such other Party has, in its sole discretion, determined the fitness and eligibility of each such Representative to render Dealer services on its behalf. 4.1.8 Require each of its Representatives to: (i) comply with the Licensing Requirements; (ii) correctly identify themselves as employees of the Party acting as Dealer and never as an agent or contractor of the other Party; (iii) be trained on the terms and requirements of this Agreement, and the Policies and Procedures of both Parties; (iv) agree in writing to not violate the terms of this Agreement, the Policies and Procedures and Applicable Law; (v) maintain a polite, cooperative manner when dealing with any and all Customers and Prospective Customers; and (vi) be subject to deactivation (i.e., no longer permitted to engage in Lead Generation Services or Dealer Services) or other disciplinary actions deemed appropriate upon any violation of the foregoing. Notwithstanding the foregoing, the Parties agree to assist each other in securing the licenses necessary to comply with subpart (i) above, provided that each Party will reimburse the other Party for any costs associated with such assistance. 4.1.9 Assure that its Representatives have access to and are provided with sufficient Sales Materials, in each case only as approved by the other Party, to enable them to accurately and properly market and demonstrate such other Party’s Products in the provision of Lead Generation Services and Dealer Services hereunder. 4.1.10 Actively investigate and bring to a conclusion (which may include appropriate disciplinary action, including but not limited to termination of employment) any and all complaints regarding actions by the Party’s Representatives which actions violate its or the other Party’s Policies and Procedures or any of the terms of this Agreement. 4.1.11 Notify the other Party immediately in writing of any Representatives that have been terminated or subject to any disciplinary action as contemplated hereunder. Upon receipt of such notice, the other Party may, it is sole discretion, remove any such Representative’s ability to sell, solicit, or offer to sale its Products.
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Dealer Obligations. During the Term of this Agreement, each Party, when acting as a Dealer hereunder, agrees that it will:
4.1.1 (a) Comply at all times with Applicable Law, the other its Primary Party’s Policies and Procedures, including the requirement to collect all Customer Materials, and obtaining all Licensing Requirements to perform Dealer services in the Territory.
4.1.2 (b) Conduct its business and represent the other its Primary Party in a professional, ethical, legal and businesslike manner in such a manner that its actions or the actions of its personnel will not jeopardize such other Primary Party’s relationships with their communities of operation and with their Customers and Prospective Customers.
4.1.3 (c) Comply at all times with the terms of any agreement between the other its Primary Party and its Financing Partners, to the extent that such terms have been communicated by such other Primary Party, as applicable.
4.1.4 (d) Provide, for each Representative in writing, to the other Primary Party the (i) full name, (ii) email address, and (iii) sales office, prior to allowing such Representative to perform any Dealer services on behalf of such Primary Party. Confidential 5 A&R Sales Dealer Agreement .
(Vivint Solar Developer, LLC – Vivint, Inc.)
4.1.5 e) Require each Representative to provide personal identifying information to the other Primary Party, in writing, including but not limited to the Representative’s; (i) full name, (ii) physical address, (iii) primary and secondary email address, (iv) date of birth, (v) telephone number, (vi) location of specific Dealer office, and (vii) any other information required to register the Representative with the other Primary Party and its (Vivint Solar Developer, LLC – Vivint, Inc.) *** DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. Financing Partner’s, prior to allowing such Representative to perform any Dealer services on behalf of such other Primary Party.
4.1.6 (f) Require each Representative to submit a background check authorization to the other its Primary Party (the form of such authorization to be provided by such other Primary Party) prior to allowing such Representative to perform any Dealer services on behalf thereofof such Primary Party.
4.1.7 (g) Not permit its Representatives to perform Dealer services on behalf of the other its Primary Party until such other Primary Party has, in its sole discretion, determined the fitness and eligibility of each such Representative to render Dealer services on its behalf.
4.1.8 (h) Require each of its Representatives to: (i) comply with the Licensing Requirements; (ii) correctly identify themselves as employees of the Party acting as Dealer and never as an agent or contractor of the other its Primary Party; (iii) be trained on the terms and requirements of this Agreement, and the Policies and Procedures of both Parties; (iv) agree in writing to not violate the terms of this Agreement, the Policies and Procedures and Applicable Law; (v) maintain a polite, cooperative manner when dealing with any and all Customers and Prospective Customers; and (vi) be subject to deactivation (i.e., no longer permitted to engage in Lead Generation Services or of Dealer Services) or other disciplinary actions deemed appropriate services upon any violation of the foregoing. Notwithstanding foregoing (without consent by or notice to its Primary Party), all other disciplinary actions against the foregoing, the Parties agree to assist each other in securing the licenses necessary to comply with subpart Representative will be handled by its Primary Party.
(i) above, provided that each Party will reimburse the other Party for any costs associated with such assistance.
4.1.9 Assure that its Representatives have access to and are provided with sufficient Sales Materials, in each case only as approved by the other its Primary Party, to enable them to accurately and properly market and demonstrate such other Primary Party’s Products in the provision of Lead Generation Services and Dealer Services services hereunder.
4.1.10 (j) Actively investigate and bring to a conclusion (which may include appropriate disciplinary action, including but not limited to termination of employment) any and all complaints regarding actions by the Party’s Representatives which actions violate its or the other its Primary Party’s Policies and Procedures or any of the terms of this Agreement.
4.1.11 (k) Notify the other Primary Party immediately in writing of any Representatives that have been terminated or subject to any disciplinary action as contemplated hereunderaction. Upon receipt of such notice, the other Such Primary Party may, it is sole discretion, remove any such Representative’s ability to sell, solicitsolicited, or offer to sale its Products.
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