11-12-2014 Council Agenda - Laserfiche WebLink

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9. Entire Store. Retailer must satisfy the requirements of the Agreement for each Store in its entirety. If Retailer divides any Store, literally, or in effect, into separate parts and does not fulfill the requirements of the Agreement for the entire undivided Store, the entire Store will be deemed to have failed to satisfy the requirements of the Agreement. 10. No Financial Harm to PM USA. Retailer will not be a party to a commercial transaction that directly may result in a financial loss to PM USA including, but not limited to, any transaction that may result in artificially inflating Retailer's STARS -reported purchase volume of PM USA products. 11. Performance Measurement. PM USA or its designee may inspect any Store, including, without limitation, conducting a physical inventory of all PM USA Cigarettes and other PM USA products purchased by Retailer, to measure Retailer's performance under the Agreement or in connection with any PM USA Promotion. 12. Taxpayer Identification Number. PM USA will make payments associated with the Agreement only if Retailer has provided its taxpayer identification number to PM USA or an affiliate of PM USA. 13. Change In Taxpayer Identification Number or Retailer Information. Retailer will notify AGDC of any change in Retailer's taxpayer identification number or in any of the Retailer Information set forth on page 2 of the Agreement. Retailer will provide such notification as soon as Retailer becomes aware of, but no later than seven days prior to, any change in the previously submitted information. Notwithstanding the preceding sentence, if disclosure no later than seven days in advance is prohibited by law or impracticable under the circumstances, the disclosure will be made as soon as the disclosure is no longer prohibited by law or as soon as is practicable. 14. PM USA Designated Agents. PM USA has designated AGDC as Its agent to represent PM USA for purposes of all sales -related activities at wholesale and retail, including, but not limited to, the offering and execution of the Program. PM USA has designated ALCS as its agent to represent PM USA for purposes of financial matters. 15. PM USA Brand Indlcia. Retailer recognizes and acknowledges that the PM USA brand names and the designs, emblems, slogans, and insignia of the PM USA brands, and the goodwill associated therewith ("PM USA Brand Indicia"), have great value and are the sole property of PM USA, and Retailer agrees that it has and will claim no right, title, or interest in or to any PM USA Brand Indicia or the right to use any PM USA Brand Indicia except in accordance with the terms and conditions of the Agreement. Retailer also agrees that it will not use any PM USA Brand Indicia in its corporate or trade name and will not use any PM USA Brand indicia in marketing its business except to promote the sale of PM USA products to adult tobacco product consumers. 16. Confidentiality. Retailer and its employees and agents will hold strictly confidential all information and materials provided by PM USA or any affiliate of PM USA to Retailer that are designated by PM USA as confidential. Retailer will not use or disclose to any third party any such information or materials, without the prior written consent of PM USA. If Retailer is requested or required to disclose such information or materials to a third party in connection with any ongoing civil or criminal investigation or any judicial or administrative proceeding, Retailer will promptly notify PM USA so that PM USA may, if it chooses, seek an appropriate protective order. Retailer's obligation to maintain such confidentiality will survive the termination of the Agreement. 17. Document Retention. Retailer will, and will cause each Store to, maintain complete and accurate books and records and retain all documentation with respect to its performance under the Agreement for a minimum of three calendar years after the date the documentation was created or for such longer period as required by law. Such documentation will include, without limitation, (A) information regarding PM USA product sales as reported from the Store's register system, (B) monthly cigarette revenue and cigarette sales tax information, including sales tax returns, (C) copies of wholesaler Invoices for PM USA product purchases, (ID) documentation sufficient to evidence full and timely payment of all applicable state and local excise taxes, including state and local excise or use tax returns, (E) documents evidencing that Retailer has all required licenses to operate as a seller of tobacco products in the states in which it sells PM USA products, (F) information regarding returns of PM USA products, and (G) any Exhibit F Page 2 of 6 39