Authorized Dealer Agreement
Please review the agreement below. By submitting this form, you confirm you have authority to bind the Dealer and agree to the terms, subject to final execution.
Backwater Solutions Inc. ALARM INC.
AUTHORIZED DEALER AGREEMENT
This Authorized Dealer Agreement (“Agreement”) is entered into as of (“Effective Date”)
Between Backwater Solutions Inc. (“Backwater Solutions Inc. ”) and (“Dealer Legal Name”).
1. APPOINTMENT
Backwater Solutions Inc. appoints Dealer as an authorized reseller and servicing partner of Backwater Solutions Inc. Alarm products within the approved territory defined in Schedule A. This appointment is exclusive within the approved territory (subject to performance), non-transferable, and does not create a partnership, joint venture, agency, or employment relationship.
2. TERRITORY
Dealer is granted exclusive rights to market, sell, install, and monitor Backwater Solutions Inc. Alarm products within the designated territory approved by Backwater Solutions Inc. . Exclusivity is contingent upon performance and compliance.
3. PRODUCT & SIGNAL STRUCTURE
Backwater Solutions Inc. provides hardware, proprietary signal transmission infrastructure, firmware, backend provisioning, and platform authentication. Dealer provides monitoring services, installation, customer communication, and local servicing.
Backwater Solutions Inc. retains ownership of all intellectual property and signal infrastructure.
4. SIGNAL LICENSE
Dealer is granted a limited, revocable, non-transferable license to access Backwater Solutions Inc. ’s proprietary signal system solely for approved customer accounts.
Signal infrastructure, backend credentials, and firmware remain exclusive property of Backwater Solutions Inc. and may not be assigned, sublicensed, transferred, or included in any asset sale, merger, or acquisition without prior written consent.
5. PRICING & RECURRING REVENUE
Backwater Solutions Inc. receives $10 per active unit per month. Dealer may charge suggested retail of $16/month and retains margin of $6+ per unit.
Dealer is responsible for billing end customers and remitting Backwater Solutions Inc. ’s portion monthly.
6. MINIMUM PERFORMANCE
Dealer shall purchase an initial MOQ of 12 units. Future performance expectations may include 10–15% annual growth, subject to territory metrics.
7. MONOPOLY PROTECTION & CHANGE OF CONTROL
In the event of merger, acquisition, asset sale, or change of control of Dealer:
Backwater Solutions Inc. shall have the unilateral right to:
a) Terminate Dealer’s signal license;
b) Assume direct management of all Backwater Solutions Inc. connected devices; or
c) Reassign such devices to another authorized Backwater Solutions Inc. Dealer.
Backwater Solutions Inc. signal infrastructure is non-transferable and remains Backwater Solutions Inc. property.
8. INTELLECTUAL PROPERTY
All trademarks, firmware, hardware design, signal routing systems, and backend architecture remain sole property of Backwater Solutions Inc. .
9. CONFIDENTIALITY
Dealer shall not disclose pricing, technical documentation, or network structure for five (5) years following termination.
10. TERM & TERMINATION
Initial term of one (1) year with automatic renewal unless terminated. Immediate termination permitted for breach, non-payment, unauthorized transfer, or insolvency.
11. LIMITATION OF LIABILITY
Dealer assumes responsibility for installation and monitoring services. Backwater Solutions Inc. liability limited to hardware replacement.
12. INDEPENDENT CONTRACTOR STATUS
Dealer operates as independent contractor. Nothing herein creates a partnership or joint venture.
