11-12-2014 Council Agenda - Laserfiche WebLink

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Exhibit E Termination and Remedies 1. Termination of the Agreement. A. PM USA may terminate the Agreement in its entirety or with respect to one or more Stores immediately if PM USA determines that (1) Retailer has failed to fulfill any term or condition of the Agreement, any term or condition of any PM USA Promotion or any other merchandising or promotional agreement with PM USA, or (2) Retailer has violated any PM USA Trade Policy or any federal, state, local, or other law, regulation, or ordinance applicable to the sale of tobacco products, B. Either Retailer or PM USA may terminate the Agreement in its entirety or with respect to one or more Stores effective 30 days after the delivery of a termination notice to the other pursuant to Exhibit G, Section 25. C. Retailer agrees that any termination of the Agreement will give PM USA the right to terminate any other agreement by and between PM USA and Retailer as of the date that the Agreement is terminated. 2. Other PM USA Remedies. In addition to the termination rights contained in Section 1, if Retailer violates any of the terms or conditions applicable to any PM USA Promotion or any PM USA Trade Policy, PM USA may exercise the following remedies; A. PM USA may suspend or terminate Retailer's participation in current PM USA Promotions or Incentives; B. Retailer may become ineligible to receive future PM USA Promotions or participate in Incentives; C. PM USA may suspend Merchandising Payments or payments earned under any Incentive; and D. PM USA may (i) withhold any Merchandising Payments, any allowances offered in connection with PM USA Promotions, and any other payments or credits due to Retailer and (ii) offset any overpayments or payments to which Retailer was not entitled against such allowances, Merchandising Payments, or other payments or credits. Exhibit E Page 1 of 1 37