Reseller shall be required to enter into a Reseller
Agreement with Supplier and Reseller shall not resell
the Products to other dealers, retailers, customers who
solicit order over the internet and Reseller expressly
agrees that it will not sell to other dealers who sell,
or Reseller has reason to believe sells Products to
unauthorized resellers or outside the Reseller’s
Territory as may be established from time to time. In
the event that Reseller violates the foregoing
requirement, Supplier shall have the right to
immediately terminate the Agreement, cease shipments to
Reseller, cancel all orders, and Reseller agrees to
immediately cease its use of any Reseller intellectual
property and return all such property to Supplier.
Further, and because actual damages for breaches of this
Agreement would be difficult if not impossible to
quantify, in the event of such breach or breaches,
Reseller agrees to pay to Supplier as liquidated damages
and not a penalty fifty thousand and no/dollars
($50,000) for any such breach.