Legal · version v1.0 effective 2026-05-28

ONE PPF Reserve Member Agreement

This is the operative Reserve Contract v1.0 governing all Reserve-tier memberships. The version pinned to your acceptance is recorded in our audit log and is the binding version for your account.

ONE PPF Reserve Member Agreement (Reserve Contract v1.0)

Template Effective: 2026-05-28 OPERATIVE (per-dealer effective on the Effective Date in the signature block).

Tier Path: Unified Reserve membership covering all Reserve tiers (Reserve Plus, Reserve Pro, Reserve Partner, and the invitation-only Confidential Tier sub-tiers). Reserve Plus, Reserve Pro, and Reserve Partner are public-disclosed tiers admitted via application gate. The Confidential Tier sub-tiers are admitted by invitation only and governed in part by Addendum D v3.1 under NDA.

Document length: approximately 14 to 18 pages including Appendix A optional Protected Territory Addendum.

Reserve Contract v1.0 is a NEW unified instrument effective 2026-05-28. This Reserve Contract v1.0 supersedes Reserve Class Partnership Agreement v1.4 (RCPA) in scope; sec 6 anti-grey-market provisions carry forward verbatim; sec 10.2(c) Window Film carve-out carries forward as sec 7; sec 10 brand-category exclusivity is reframed as Reserve v8 product-by-product PPF exclusivity in sec 5. Uncontracted Reserve Partner Letter Agreement (URPLA) v2.0 and Reserve Earned Acknowledgment (REA) v1.0 are RETIRED for new applications effective 2026-05-28; existing URPLA holders and existing REA recipients are GRANDFATHERED at their current treatment with no forced migration per sec 17 below. The Protected Territory is no longer auto-bundled with Reserve Partner Contracted election; it is now an OPTIONAL ADD-ON via Appendix A Territory Addendum available on Dealer request plus Mark approval at Reserve Partner and above only.

Plain-Language Summary

You are signing the ONE PPF Reserve Member Agreement (the "Reserve Contract v1.0"). The Reserve Contract is the single instrument that governs your relationship with ONE PPF as a Reserve-tier dealer. The Reserve Class is the upper band of the ONE PPF dealer program; below the Reserve Class are the Cert ladder (Cert Pro at 9 percent, Cert Elite at 12 percent, Cert Master at 15 percent) and Authorized Dealer (at 4 percent), each governed by separate agreements.

Single-rate-per-tier ladder

There is no longer any Contracted-versus-Uncontracted spread inside the Reserve Class. Each Reserve tier carries a single rate:

Tier	Discount (off MSRP)	Renewal Volume Floor	Admission Path
Reserve Plus	12 percent	$60,000 trailing 12 months	Application (default entry Reserve tier)
Reserve Pro	15 percent	$120,000 trailing 12 months	Application OR auto-tier-up
Reserve Partner	20 percent	$20,000 per month, 3-month rolling average	Application OR auto-tier-up
Confidential Tier sub-tiers	by separate Addendum D v3.1 under NDA	by separate Addendum D v3.1 under NDA	Invitation only

For a Reserve Plus or Reserve Pro or Reserve Partner Dealer, the specific tier and rate above are surfaced on the signature block. For a Confidential Tier sub-tier Dealer, the specific tier and rate are recorded in a separate per-dealer Confidential Bracket Exhibit under Addendum D v3.1, sealed under NDA.

One-year term, affirmative renewal

The Reserve Contract has a 1-year initial term. At the end of the term, the contract does NOT auto-renew. Dealer and ONE PPF each have the option to renew for an additional 1-year term by mutual written affirmation no later than 30 days before term expiration. If neither side delivers an affirmative renewal notice, the Reserve Contract expires by its terms and Dealer's tier reverts to the highest qualifying Cert ladder placement per sec 10.

PPF exclusivity (product-by-product)

When ONE PPF offers a specific film type or color that Dealer's installation requires, Dealer purchases the film from ONE PPF. Dealer may source from competitors only when ONE PPF does not stock or does not offer the specific product or color the installation requires. This is product-by-product, not category-wide. Exclusivity covers only ONE PPF's paint protection film product line. It does NOT cover window film, ceramic coating, paint, or detailing accessories; Dealer remains free to source those product categories from any supplier.

Optional Protected Territory Addendum

Protected Territory is no longer auto-bundled with the Reserve Partner tier. Reserve Partner and Confidential Tier Dealers may, on request and on Mark Bonamici's approval, execute the Optional Protected Territory Addendum (Appendix A) to receive a 50-mile protected radius around Dealer's primary shop address. The Territory Addendum is a separate signature with its own consideration.

Activity Floor Framework

Tier maintenance follows Standing Orders sec 2.5 (locked 2026-04-30): a universal 75 percent monthly active floor at the public Reserve tiers (Plus / Pro) measured on rolling 30-day basis, and the per-tier monthly Reference Volume floor at Reserve Partner and above measured on 3-month rolling average. Grace periods are 60 days at Reserve Plus and Reserve Pro and 90 days plus direct rep call at Reserve Partner and above. One annual floor break per year does not start the grace clock. Sustained shortfall after grace triggers Tier Glide on renewal, not mid-term termination.

Color Modifier (incorporated by reference)

The Color Modifier is a Reserve-tier member benefit per the governing ONE PPF Color Modifier policy (2026-05-28). Reserve-tier Dealers receive an additional discount on Color SKUs based on rolling 30-day color mix: plus 3 percentage points at 40 percent mix and plus 5 percentage points at 60 percent mix. Cert tier and Authorized Dealers do NOT earn the Color Modifier. Color Modifier mechanics and per-tier effective Color SKU rates are governed by the canonical rules.json export and the governing ONE PPF Color Modifier policy.

Anti-grey-market

Dealer sells and installs ONE PPF Products only through direct retail to end customers at Dealer's authorized shop. No wholesale resale, no transshipping, no relabeling. ONE PPF holds audit rights with 14-day prior notice. Material breach triggers 30-day cure window.

Confidentiality

Reserve Class confidential information (Reserve Partner specific perks, Confidential Tier rates and structure, Flagged SKU Schedule, Perks Discount Ladder, and Dealer-specific pricing exhibits) remains confidential and survives termination indefinitely as trade-secret information.

Termination

Either Party may terminate without cause on 90 days written notice. ONE PPF may terminate for cause on Dealer's uncured material breach (anti-grey-market, confidentiality, PPF exclusivity, or sustained volume shortfall well below floor) with 30-day cure window. Dealer may terminate for cause on ONE PPF's uncured material breach of the Protected Territory non-appointment obligation (if Territory Addendum is in effect) with 30-day cure window. Tier movement within or out of the Reserve Class is NOT termination.

Dispute resolution

Direct negotiation between Mark Bonamici and Dealer principal first. Mediation if negotiation does not resolve in 30 days. Optional binding arbitration if both Parties so elect in writing. Otherwise litigation. Connecticut governing law at execution; transitions to Florida on entity transition.

Grandfather provisions

Existing dealers under prior executed contracts as of 2026-05-28 (including prior Reserve-tier contracted dealers, per-dealer URPLA v2.0 holders, REA v1.0 recipients, and dealers under a per-dealer grandfather addendum) remain at their current treatment with no forced migration; specific dealer identities, rates, and instruments are confidential and held in ONE PPF's internal records, not enumerated here. Migration to Reserve Contract v1.0 is optional and occurs at natural renewal, addendum lapse, or by mutual agreement. See Section 17 for the full grandfather framework.

The full terms are below.

1. PARTIES AND DEFINITIONS

1.1 Parties. This Reserve Member Agreement (this "Agreement" or "Reserve Contract") is between ONE PPF Inc., a Connecticut corporation transitioning to a Florida limited liability company taxed as an S-Corporation under Subchapter S of the Internal Revenue Code, with current operating address at 1187 Tallevast Road, Suite 1187, Sarasota, Florida 34243 ("ONE PPF" or the "Company"), and the dealer business identified in the signature block ("Dealer" or "you").

1.2 Reserve Plus. "Reserve Plus" means the entry Reserve Class tier providing 12 percent off MSRP, with a $60,000 trailing 12-month volume floor for renewal under sec 3.

1.3 Reserve Pro. "Reserve Pro" means the Reserve Class tier providing 15 percent off MSRP, with a $120,000 trailing 12-month volume floor for renewal under sec 3.

1.4 Reserve Partner. "Reserve Partner" means the Reserve Class tier providing 20 percent off MSRP, with a $20,000 per month 3-month rolling average volume floor for renewal under sec 3.

1.5 Confidential Tier. "Confidential Tier" means the Reserve Class sub-tiers above Reserve Partner whose discount rates, program structure, and Dealer-specific pricing are designated confidential and trade-secret by ONE PPF and are not disclosed on any ONE PPF public surface.

The specific Confidential Tier sub-tiers, their count, names, discount rates, and volume thresholds are designated confidential and trade-secret by ONE PPF, are not disclosed on any ONE PPF public surface, and are provided to an admitted Confidential Tier Dealer by separate Addendum D v3.1 and the per-dealer Confidential Bracket Exhibit, in each case under NDA.

Confidential Tier sub-tiers are governed in part by Addendum D v3.1 and the per-dealer Confidential Bracket Exhibit, in each case under NDA, and are admitted by invitation only per sec 2.6. For all other purposes, including the application of sec 5 PPF Exclusivity, sec 6 Anti-Grey-Market Covenant, sec 8 Dedicated Rep / Branding / Perks, sec 9 Confidentiality, sec 10 Term and Renewal, sec 14 Termination, and sec 16 Governing Law, the Confidential Tier sub-tiers are governed by this Reserve Contract.

1.6 Reference Volume. "Reference Volume" means the informational monthly net purchase volume associated with Dealer's tier for purposes of tier maintenance under sec 3. For Reserve Plus and Reserve Pro: the trailing 12-month qualifier in sec 1.2 / 1.3 measured on rolling 30-day basis. For Reserve Partner and Confidential Tier sub-tiers: the per-tier monthly Reference Volume in sec 1.4 / 1.5 measured on 3-month rolling average.

1.7 Activity Floor by Tier. Per Standing Orders sec 2.5 Activity Floor Framework (locked 2026-04-30) as amended by v7.5 alignment (locked 2026-05-11) and v7.4 Reserve v8 alignment (locked 2026-05-28):

Tier	Monthly Volume Target	Activity Floor	Measurement Basis
Reserve Plus	$5,000 (annualized $60K / 12)	$3,750	rolling 30-day
Reserve Pro	$10,000 (annualized $120K / 12)	$7,500	rolling 30-day
Reserve Partner	$20,000	$20,000	3-month rolling average
Confidential Tier sub-tiers	by separate Addendum D v3.1 under NDA	by separate Addendum D v3.1 under NDA	Invitation only

1.8 Tier-Scaled Grace Period. Per Standing Orders sec 2.5: 60 days at Reserve Plus and Reserve Pro (passive Reserve tiers); 90 days at Reserve Partner and Confidential Tier sub-tiers, with direct rep escalation prior to any benefit pause or Tier Glide.

1.9 Annual Floor Break Allowance. Dealer is permitted one (1) annual floor break per calendar year (or per rolling 12-month period if measured from Effective Date) without triggering the grace period mechanic.

1.10 Tier Glide. "Tier Glide" is the discretionary tier-rate-adjustment mechanic on sustained shortfall below the Activity Floor after grace period and annual floor break allowance. Tier Glide is not breach, not damages, and does not entitle either Party to remedies beyond the tier-rate adjustment and benefit changes per sec 3.4.

1.11 Protected Territory. "Protected Territory" means the radius-based protection zone centered on Dealer's primary shop address, in which ONE PPF will not appoint another Reserve Partner or Confidential Tier Dealer for the duration of the Territory Addendum. Protected Territory is granted only under the Optional Protected Territory Addendum in Appendix A (executed separately on Dealer request plus Mark approval). "Protection" denotes the no-other-Reserve-tier-Dealer-appointed mechanic.

1.12 MSRP. "MSRP" means the Manufacturer's Suggested Retail Price as published by ONE PPF and canonically referenced in the rules.json export sha-pinned at execution per sec 18.

1.13 Reserve Class Exclusive Marketing Label. The umbrella marketing designation for the Reserve Partner sub-tier and Confidential Tier sub-tiers is "Reserve Class Exclusive" (Rob Sciglimpaglia Jr. TM clearance approved 2026-05-21). The cleared label is incorporated by reference into this Agreement via sec 8.5 and the companion Reserve Class Exclusive Usage Guideline. Reserve Plus and Reserve Pro Dealers are NOT authorized to use the umbrella label.

1.14 Color Modifier. "Color Modifier" means the Reserve-tier member benefit providing additional discount on Color SKUs based on Dealer's rolling 30-day color mix on ONE PPF purchases (plus 3 percentage points at 40 percent mix; plus 5 percentage points at 60 percent mix). Color Modifier mechanics, eligible SKU set, lookback window, cap interactions, and anti-gaming clawback are governed by the canonical rules.json export and the governing ONE PPF Color Modifier policy (2026-05-28). Color Modifier is incorporated by reference into this Agreement; Dealer's effective Color SKU rate at Dealer's current tier and current color mix is calculated per the canonical mechanics at order acceptance.

1.15 Cross-References. Dealer's broader rights and obligations are governed by the ONE PPF Authorized Dealer T&C, Wholesale Terms of Service, Wholesale Terms of Sale, Warranty Terms, Dealer Conduct Standards, and Privacy Policy. This Agreement supplements those documents.

2. RESERVE TIER LADDER, SINGLE RATE, APPLICATION GATE

2.1 Single Rate Per Tier. The Reserve Class operates on a single rate per tier; there is no Contracted-versus-Uncontracted spread in the Reserve Class. Dealer's rate is the rate published in sec 2.2 for Dealer's current tier.

2.2 Tier Schedule. During the Term, Dealer's discount rate is determined by Dealer's current Reserve tier:

Tier	Discount Rate (off MSRP)	Renewal Volume Floor	Admission
Reserve Plus	12 percent	$60,000 trailing 12-month	Application
Reserve Pro	15 percent	$120,000 trailing 12-month	Application or auto-tier-up
Reserve Partner	20 percent	$20,000 per month, 3-month rolling avg	Application or auto-tier-up
Confidential Tier sub-tiers	by separate Addendum D v3.1 under NDA	by separate Addendum D v3.1 under NDA	Invitation only

2.3 Application Gate (Public Reserve Tiers). Reserve Plus, Reserve Pro, and Reserve Partner admission is open to any prospective dealer who satisfies the application gate. The application gate requires:

(a) verified Employer Identification Number (EIN) per the ONE PPF dealer onboarding flow; (b) verified business credentials per the ONE PPF dealer onboarding flow, including business legal-entity status, primary shop address, principal contact information, and quiz clickwrap acceptance of the ONE PPF Authorized Dealer T&C and Privacy Policy; (c) execution of this Reserve Contract v1.0 by an authorized signatory of Dealer.

There is no minimum passive volume threshold to apply. Approved applicants default to entry at Reserve Plus (12 percent off MSRP). Dealer may, at application, request entry at Reserve Pro or Reserve Partner based on Dealer's trailing 12-month volume on competing products, business plan, or pre-existing relationship; entry at Reserve Pro or Reserve Partner at application is at ONE PPF's sole discretion based on Dealer's submitted credentials and verification.

2.4 Auto-Tier-Up During Term. During the Term, Dealer is automatically tier-up promoted when Dealer's trailing volume on ONE PPF purchases crosses the next-higher tier's qualifier:

(a) Dealer is auto-tier-up promoted from Reserve Plus to Reserve Pro when Dealer's trailing 12-month spend on ONE PPF purchases crosses $120,000. (b) Dealer is auto-tier-up promoted from Reserve Pro to Reserve Partner when Dealer's 3-month rolling average monthly spend on ONE PPF purchases crosses $20,000.

Auto-tier-up takes effect on Dealer's next wholesale order following the threshold crossing. No application or new signature is required; the tier change is automatic and ONE PPF notifies Dealer via email and dealer-portal notice.

2.5 No Auto-Tier-Up Into Confidential Tier. Auto-tier-up promotion under sec 2.4 stops at Reserve Partner. Promotion into the Confidential Tier sub-tiers (the Confidential Tier sub-tiers) is by invitation only and requires Mark Bonamici's personal invitation plus Dealer's execution of Addendum D v3.1 plus the per-dealer Confidential Bracket Exhibit under NDA.

2.6 Confidential Tier Invitation Path. Mark Bonamici personally invites Dealers for Confidential Tier admission based on volume trajectory, brand commitment, exclusivity adherence, color-volume signal, relationship history, and ONE PPF's strategic capacity at the relevant tier. Confidential Tier admission requires:

(a) existing Reserve Contract v1.0 signature (or simultaneous execution at Confidential Tier invitation); (b) Mark Bonamici's written invitation; (c) execution of Addendum D v3.1 by Dealer; (d) execution of the per-dealer Confidential Bracket Exhibit under NDA, recording the specific Confidential Tier rate and any Dealer-specific terms.

Dealer cannot apply for Confidential Tier admission; the path is invitation-initiated only.

2.7 Discount Application. The applicable Reserve tier discount is applied at the invoice level to eligible Product line items per the Wholesale Terms of Sale sec 2. The Color Modifier (when triggered per sec 1.14) is applied at the invoice level to Color SKU line items at the additional percentage points determined by Dealer's rolling 30-day color mix at order acceptance.

2.8 Pricing Component Updates. ONE PPF may update the Color Modifier mechanics, the Perks Discount Ladder, the Flagged SKU Schedule, any cap mechanism, the MSRP catalog, and any other pricing component referenced in this Agreement on not less than 30 days prior written notice to Dealer. Notice may be delivered by email to Dealer's registered account email or by posted notice in the dealer portal. Dealer's continued use of the wholesale ordering surface after the effective date of an update constitutes acceptance of the update. This sec 2.8 governs pricing-component updates; sec 2.9 governs headline tier-rate adjustments.

2.9 Headline Tier-Rate Adjustment. ONE PPF may adjust the headline tier rate at any Reserve tier on not less than 60 days prior written notice to all Dealers at the affected tier. Notice describes the new rate, the effective date (no fewer than 60 days from notice), and the Dealer's option to terminate this Agreement on the rate-change effective date without cause and without termination fee (sec 14.1 90-day notice waived for rate-change-trigger). Dealer's continued use of the wholesale ordering surface after the rate-change effective date constitutes acceptance of the new rate.

2.10 Confidentiality of Rates. The Reserve Plus 12 percent, Reserve Pro 15 percent, and Reserve Partner 20 percent rates are publicly disclosed on the ONE PPF dealer-program page at onepaintprotection.com/dealers/become-a-dealer and similar public surfaces. The Confidential Tier rates (the Confidential Tier sub-tiers) are NOT publicly disclosed; the specific Confidential Tier rates are confidential trade-secret information of ONE PPF, recorded only in the per-dealer Confidential Bracket Exhibit under NDA, and are governed by sec 9 (Confidentiality).

3. ACTIVITY FLOOR FRAMEWORK (60 / 90-DAY GRACE PLUS ANNUAL FLOOR BREAK)

3.1 Universal Activity Floor (Reference). The Activity Floor at each Reserve tier is set forth in sec 1.7 and sec 2.2.

3.2 Tier-Scaled Grace Period.

(a) Reserve Plus (60-day grace). If Dealer's rolling 30-day monthly volume drops below $3,750, Dealer enters a 60-day grace period. ONE PPF notifies Dealer at the start of the grace period via email and dealer-portal notice.

(b) Reserve Pro (60-day grace). Same as (a) at the $7,500 floor.

(c) Reserve Partner (90-day grace plus direct rep escalation). If Dealer's 3-month rolling average monthly volume drops below $20,000, Dealer enters a 90-day grace period. ONE PPF notifies Dealer at the start of the grace period via email and dealer-portal notice. In addition, Dealer's dedicated rep (or Mark Bonamici personally if escalated) will reach out by phone to Dealer's principal during the grace period to discuss the volume situation and any operational, market, or relationship factors before any benefit pause or Tier Glide is initiated.

(d) Confidential Tier sub-tiers (90-day grace plus direct rep escalation). Same as (c) at the per-tier monthly Reference Volume floor in sec 1.7.

Per v7.5 alignment (locked 2026-05-11), the Reserve Partner and Confidential Tier Activity Floors are measured on 3-month rolling average basis (not rolling 30-day basis used at Reserve Plus and Reserve Pro). The 3-month measurement window reflects the longer planning horizon appropriate to Reserve Partner and Confidential Tier relationships; short-term spikes and dips average out, and a sustained 3-month shortfall is what triggers the grace mechanic.

3.3 Recovery During Grace. If Dealer's volume returns to or above the applicable Activity Floor at any time during the grace period, the grace period closes automatically and Dealer remains at the current tier without further action.

3.4 Tier Glide on Uncured Grace Expiration. If Dealer remains below the applicable Activity Floor through the entire grace period, ONE PPF may issue a Tier Glide notice. The Tier Glide notice provides 30 days additional notice before the tier rate adjusts and benefits pause. A Tier Glide:

(a) is not a termination of this Agreement; (b) is not a breach, default, or material breach; (c) does not entitle either Party to damages, reliance claims, restitution, or injunctive relief; (d) does not require any cure period beyond the grace period under sec 3.2; (e) takes effect on the date stated in the 30-day notice; (f) results in lapse of the Protected Territory under Appendix A if Dealer is glided out of Reserve Partner or Confidential Tier (if Territory Addendum was in effect); and (g) does not preclude Dealer from re-qualifying for the prior tier per sec 2.4 auto-tier-up mechanism or per Mark invitation for Confidential Tier sub-tiers.

The step-down destination on uncured grace expiration is calculated by ONE PPF at the Tier Glide notice and stated in the notice. Step-down destinations are: Reserve Plus glides to Cert Master (or to lower Cert tier per trailing 12-month spend); Reserve Pro glides to Reserve Plus; Reserve Partner glides to Reserve Pro; Confidential Tier sub-tiers glide to Reserve Partner; in each case the step-down rate is the receiving tier rate per the canonical sec 2.2.

3.5 Annual Floor Break Allowance. Dealer is permitted one (1) annual floor break per calendar year (or per rolling 12-month period if measured from Effective Date) without triggering the grace period mechanic. The first qualifying floor breach in each annual period is exempt; subsequent floor breaches in the same annual period start the grace period clock per sec 3.2. Annual floor break allowance is automatic and does not require advance notice from Dealer.

3.6 Notification of Annual Floor Break Use. ONE PPF will notify Dealer via email and dealer-portal notice when Dealer's annual floor break allowance is used. The notice is informational and does not affect Dealer's tier or discount rate.

3.7 Re-Qualification After Tier Glide. A Dealer who has been Tier Glided may re-qualify for the prior tier on sustained volume per the sec 2.4 auto-tier-up mechanism (Reserve Plus, Reserve Pro, Reserve Partner) or per Mark invitation (Confidential Tier sub-tiers).

3.8 Activity Floor Below 25 Percent of Monthly Volume Threshold. Notwithstanding the grace period and annual floor break allowance, sustained shortfall below 25 percent of the tier's monthly volume threshold (one-third of the Activity Floor) for any rolling 90-day period indicates Dealer is no longer operating as an active installation business. ONE PPF may, at its sole discretion, treat such sustained shortfall as a material breach grounds for termination under sec 14.3(c).

3.9 No Monetary Penalty. No penalty, fee, or damages accrues from any Tier Glide, floor breach, grace period use, or annual floor break use. The sole consequences are the tier rate adjustment and benefit changes per sec 3.4.

4. VOLUME COMMITMENTS AND REFERENCE VOLUME

4.1 Reference Volume by Tier. Dealer's Reference Volume is set forth in sec 1.6.

4.2 Volume Reference, Not Commitment. The Reference Volume is a target for tier maintenance, not a contractual minimum or commitment. Dealer is not obligated to meet any specific volume.

4.3 Tier Glide Is the Sole Consequence of Volume Shortfall. The sole consequence of falling below a Reference Volume on a sustained basis (after grace period and annual floor break) is the Tier Glide mechanic in sec 3.4. There is no monetary penalty, no breach claim, and no termination right tied to volume shortfall except as expressly provided in sec 3.8 (sustained shortfall below 25 percent threshold).

4.4 Backstop Floor. A rolling 12-month minimum net purchase volume of $1,000 applies as an absolute backstop floor under Standing Orders sec 2. Sustained shortfall below this backstop floor triggers suspension of Reserve-tier perks until the rolling 12-month average recovers above the backstop. This is a backstop below the sec 3 Activity Floor Framework.

5. PPF EXCLUSIVITY (PRODUCT-BY-PRODUCT)

5.1 Scope of Exclusivity. During the Term and any Renewal Term, Dealer agrees to use ONE PPF paint protection film Products exclusively for any specific film type or specific color that ONE PPF stocks, lists in the canonical product catalog, or otherwise carries. When ONE PPF offers a specific film type or specific color that Dealer's installation requires, Dealer shall purchase the film for that installation from ONE PPF. Dealer shall not stock, sell, install, promote, or distribute competing-brand paint protection film for any specific film type or specific color that ONE PPF offers.

5.2 Product-by-Product Determination. Exclusivity under sec 5.1 is determined on a product-by-product basis at the level of the specific film type or specific color the installation requires. Dealer is NOT bound to source from ONE PPF if ONE PPF does not stock, does not list, or does not otherwise offer the specific film type or specific color that the installation requires. In such case Dealer may source the specific film type or specific color from a competing-brand supplier without breach of this sec 5.

5.3 Illustrative Examples. The following examples illustrate sec 5.1 and sec 5.2 application:

(a) Clear PPF on a hood. ONE PPF stocks clear PPF; Dealer must source clear PPF for the hood installation from ONE PPF. (b) HydroGloss premium clear. ONE PPF stocks HydroGloss; Dealer must source HydroGloss from ONE PPF. (c) Custom color not stocked by ONE PPF. ONE PPF does not stock the specific custom color the customer requests; Dealer may source the custom color from a competing-brand supplier. (d) Carbon Fiber PPF. ONE PPF stocks Carbon Fiber PPF; Dealer must source Carbon Fiber PPF from ONE PPF. (e) Discontinued ONE PPF product. ONE PPF previously stocked a product line that is now discontinued; Dealer may source a replacement product line from any supplier effective the discontinuation date.

5.4 Excluded Product Categories. This sec 5 binds Dealer with respect to ONE PPF's paint protection film product line only. Dealer remains free to source, stock, sell, install, promote, and distribute the following product categories from any supplier without restriction under this Agreement:

(a) Window film of any brand; (b) Ceramic coatings of any brand; (c) Paint, paint correction supplies, polishing compounds, and surface preparation products; (d) Detailing accessories, tools, and consumables (clay bars, microfiber, applicators, etc.); (e) Headlight tint when sold separately from paint protection film application; (f) Any product category that ONE PPF discontinues, effective the discontinuation date.

5.5 Pre-Existing Inventory Grandfathering. Dealer's pre-existing inventory of competing-brand paint protection film held as of the Effective Date of this Agreement is grandfathered for use-up for retail sale to end customers within twelve (12) months of the Effective Date, OR until inventory depletes (whichever is sooner). Dealer commits to no new purchases of competing-brand paint protection film for any film type or specific color that ONE PPF offers post-signing.

5.6 Brand Promotion Restrictions. Dealer shall not:

(a) actively promote, market, or recommend competing-brand paint protection film for any film type or specific color that ONE PPF offers at Dealer's authorized shop; (b) display or distribute marketing materials of competing-brand paint protection film at Dealer's shop or in customer-facing channels for the same film type or specific color ONE PPF offers; (c) initiate brand comparisons that recommend competing-brand paint protection film over ONE PPF Products for any film type or specific color ONE PPF offers.

Dealer may respond to direct, customer-initiated questions about other paint protection film brands accurately and factually, drawing on ONE PPF brand-comparison training (per sec 5.8). Customer-initiated factual replies are not breach.

5.7 Audit Rights Extension. ONE PPF audit rights under sec 6 (Anti-Grey-Market Covenant) extend to verification of compliance with this sec 5. On not less than fourteen (14) days prior written notice, ONE PPF may inspect:

(a) Dealer's inventory of paint protection films; (b) Dealer's supplier purchase records for paint protection films; (c) Dealer's customer-facing display materials, marketing collateral, and shop signage related to paint protection films.

Audit findings of competing-brand paint protection film inventory, purchase records, or display materials, for any film type or specific color that ONE PPF offers, are evidence of breach of this sec 5.

5.8 Brand-Comparison Training. ONE PPF provides Reserve-tier Dealers with brand-comparison training designed to support accurate customer responses on questions about competing paint protection film brands. Training is provided at no cost to Dealer; participation is encouraged but not required. The training supports the sec 5.6 customer-initiated reply carve-out.

5.9 Cure Period Mechanism. A violation of sec 5.1 through sec 5.6, that is identified by ONE PPF in writing to Dealer with reasonable specificity, is subject to a 30-day cure period from the date of written notice. During the cure period, Dealer shall (a) immediately cease the violating conduct, (b) take reasonable steps to cure the specific violation (which may include returning recently-purchased competing-brand inventory to the supplier where feasible, ceasing display or marketing of competing-brand materials, and other reasonable corrective action), and (c) report cure progress to ONE PPF on request. If Dealer cures the violation within the cure period to ONE PPF's reasonable satisfaction, the violation is closed and does not constitute material breach.

5.10 Material Breach. A violation of sec 5.1 through sec 5.6 that remains uncured 30 days after the written notice under sec 5.9 is a material breach of this Agreement and grounds for termination for cause under sec 14.3. Tier reclassification consequences per sec 3.4 (Tier Glide) do not apply; sec 5 breaches are sec 14 material-breach triggers with the sec 14 remedies framework.

5.11 Dealer Acknowledgment. Dealer acknowledges that this sec 5 restricts Dealer's ability to source competing-brand paint protection film for any film type or specific color that ONE PPF offers during the Term. Dealer has had opportunity to review with counsel and consents to this restriction in exchange for the Reserve tier discount rate, the dedicated rep relationship under sec 8.1, the four (4) free monthly subscription perks under sec 8.7 (at Reserve Partner and above), the Color Modifier eligibility per sec 1.14, optional access to the Protected Territory Addendum under Appendix A, and the other benefits of Reserve-tier membership.

5.12 Term Coterminous with Agreement. This sec 5 binds for the Term and any Renewal Term and survives in full force during any cure period under sec 5.9. On termination of this Agreement (for any reason), this sec 5 terminates effective the termination date; Dealer is free to source any brand of paint protection film from that date forward. Sec 5.5 pre-existing inventory grandfathering is independent of termination and applies to inventory existing at the Effective Date.

5.13 No Personnel Non-Compete. This Agreement does not impose any non-compete or non-solicit obligation on Dealer's personnel.

5.14 Antitrust and Rule-of-Reason Classification. ONE PPF's PPF Exclusivity scope (sec 5.1 to 5.13) is classified as a vertical product-tying / partial-requirements restriction subject to rule-of-reason analysis under Tampa Electric Co. v. Nashville Coal Co., 365 U.S. 320 (1961) and progeny. Defense framework: (a) ONE PPF's national market share in the paint protection film market is small (less than 5 percent estimated as of Effective Date), (b) foreclosure on competing brands is partial (Dealer may source any product or color ONE PPF does not offer), (c) duration is limited (1-year Term subject to renewal), (d) consideration is bargained-for (Reserve-tier discount rate, dedicated rep, perks, Color Modifier eligibility, Protected Territory option, brand-comparison training), and (e) Dealer retains freedom in all excluded categories. Revisit trigger: if ONE PPF national paint protection film market share grows to 25 percent or higher (HHI-significant), Counsel reviews sec 5 scope per Standing Orders sec 1 pre-deploy legal gate.

6. ANTI-GREY-MARKET COVENANT (CARRIED FORWARD FROM RCPA v1.4 sec 6)

6.1 Retail-Only Distribution. Dealer shall sell and install ONE PPF Products only through direct retail sales to end customers for installation by Dealer at Dealer's authorized shop location. Dealer shall not resell, redistribute, consign, or transfer ONE PPF Products on a wholesale basis to any other installer, dealer, distributor, reseller, or third party.

6.2 No Transshipping. Dealer shall not export, reship, forward, or cause to be shipped any ONE PPF Product outside Dealer's authorized territory.

6.3 No Relabeling. Dealer shall not remove, alter, obscure, or replace any ONE PPF product identifier, label, SKU marking, hologram, serial number, batch code, or packaging mark.

6.4 Audit Rights. ONE PPF may, on not less than 14 days prior written notice, inspect Dealer's inventory, sales records, customer records, shipping records, and install photographs to verify compliance with this sec 6. Audit rights under this sec 6 also extend to verification of compliance with sec 5 per sec 5.7.

6.5 Cure Period. A violation of sec 6.1, sec 6.2, or sec 6.3, that is identified by ONE PPF in writing to Dealer with reasonable specificity, is subject to a 30-day cure period from the date of written notice. Cure mechanics parallel sec 5.9 (immediate cessation, reasonable corrective steps, cure reporting on request).

6.6 Material Breach. A violation of sec 6.1, sec 6.2, sec 6.3, or unreasonable refusal to cooperate with an audit under sec 6.4, that remains uncured 30 days after written notice under sec 6.5, is a material breach and grounds for termination for cause under sec 14.3.

6.7 Install Service Pricing (Freely Market-Determined). Dealer purchases ONE PPF film exclusively for Dealer's own paint protection install business. Dealer may not resell rolls of film, transfer rolls to other dealers, list film on online marketplaces, sell film in component-only form (i.e., unmounted on a vehicle), or export film outside contracted territory. Dealer's install service pricing is freely market-determined by Dealer based on local market conditions; ONE PPF does not set, recommend, or enforce minimum advertised pricing (MAP) on Dealer's install services or related labor. Nothing in this Agreement restricts Dealer's right to set Dealer's own retail install service prices.

7. WINDOW FILM CARVE-OUT (CARRIED FORWARD FROM RCPA v1.4 sec 10.2(c))

7.1 Window Film Outside Scope. Window film of any brand is OUTSIDE the scope of this Agreement, including outside the scope of sec 5 PPF Exclusivity and sec 6 Anti-Grey-Market Covenant. Dealer remains free to source, stock, sell, install, promote, and distribute window film of any brand from any supplier without restriction under this Agreement.

7.2 Separate Reserve Pro+ Window Film Access Track. ONE PPF maintains a separate Reserve Pro and above access track for ONE PPF-branded window film, governed by standalone tint-dealer buy-in path documentation outside this Agreement. Dealer's election to participate in the separate window film access track is independent of this Agreement and does not modify any sec 5, sec 6, or other obligation under this Reserve Contract.

7.3 Headlight Tint Distinction. Headlight tint when sold as part of paint protection film application (Optical Clear Paint Headlight, "OCP-HL") is governed by sec 5 PPF Exclusivity as a paint protection film product. Headlight tint when sold separately from paint protection film application is treated as window film for purposes of this Agreement and is governed by sec 7.1 carve-out.

8. DEDICATED REP, BRANDING, AND PERKS

8.1 Dedicated Rep (Reserve Partner and Above). Dealers at Reserve Partner and Confidential Tier sub-tiers receive a dedicated (not shared) ONE PPF representative ("dedicated rep") with monthly check-in cadence, plus direct access to Mark Bonamici on strategic questions. The dedicated rep is the primary point of contact for ordering, training, marketing-asset access, perks-ladder questions, and tier-related conversations. Reserve Plus and Reserve Pro Dealers receive a shared (not dedicated) ONE PPF representative.

8.2 Featured Shop Placement (Reserve Partner and Above with Territory Addendum). Reserve Partner and Confidential Tier Dealers who have executed the Optional Protected Territory Addendum under Appendix A are featured on the ONE PPF website, the state-level SEO landing page, and the dealer locator with tier-appropriate badging. Reserve Plus and Reserve Pro Dealers and Reserve Partner and Confidential Tier Dealers without Territory Addendum receive listing on the dealer locator with their respective tier badging but no featured placement.

8.3 Brand Use and Tier Badging. Dealer is granted a limited, non-exclusive, non-transferable, revocable license to use ONE PPF logos, service marks, and trademarks per the ONE PPF Brand Guidelines. Dealer may display the tier badge corresponding to current tier (such as "ONE PPF Reserve Plus", "ONE PPF Reserve Pro", "ONE PPF Reserve Partner") on Dealer's website homepage, Instagram bio, and physical signage. Confidential Tier tier-badge framing for public surfaces uses the generic Reserve-cohort language (such as "Reserve Class Dealer") per the Reserve Class Exclusive Usage Guideline v1; specific Confidential Tier names (the Confidential Tier sub-tiers) are NOT used on public-facing surfaces.

8.4 Perks Discount Ladder. Dealer's discount on perks SKUs (training, marketing assets, certification exams, display kits, featured-placement perks) is governed by the canonical Perks Discount Ladder published in the rules.json export. Training-category SKU discounts are set per that canonical Ladder at the per-tier rate in the table below, and apply to training SKUs as they are offered. Other perks-category discounts are at the per-tier ceiling published in the canonical Perks Discount Ladder.

Tier	Training Discount	Other Perks Discount Ceiling
Reserve Plus	10 percent	20 percent
Reserve Pro	12 percent	20 percent
Reserve Partner	15 percent	25 percent (ceiling)
Confidential Tier sub-tiers	per Addendum D v3.1	per Addendum D v3.1

Training Discount column conformed 2026-06-12 to the canonical Perks Discount Ladder (rules.json v7.5.1; Sentinel adjudication): Reserve Plus 10 / Reserve Pro 12 / Reserve Partner 15 percent. The prior 20/20 transcription was stale; this section already defers to the rules.json Ladder as the operative source, so this is a transcription-conform, not a new term. Mirrors the per-dealer source conform (058ea6f). Other Perks Ceiling column unchanged.

Dealer-purchased perks at the Perks Discount Ladder rate are dealer purchases of ONE PPF assets at a tier-determined discount, NOT ONE PPF co-marketing spend (Standing Orders sec 2 sec 5.3).

8.5 Umbrella Marketing Label. Subject to the Reserve Class Exclusive Usage Guideline v1 and Mark Bonamici's written approval, Reserve Partner Dealers and Confidential Tier Dealers are authorized to use the umbrella marketing label "Reserve Class Exclusive" on Dealer-side NDA-routed marketing materials. The umbrella label is NOT used on any public surface and is NOT a substitute for the tier badge under sec 8.3. Reserve Plus and Reserve Pro Dealers are NOT authorized to use the umbrella label.

8.6 Co-Marketing. [RETIRED 2026-06-12.] ONE PPF does not offer co-marketing as a dealer perk or program. ONE PPF does not provide co-marketing programs (joint trade-show participation, co-branded marketing collateral programs, featured-placement co-marketing) and does not provide co-marketing dollars or co-op contributions, at any tier. (Prior versions of this template offered co-marketing eligibility to Reserve Partner and Confidential Tier Dealers; that offering is retired for all instruments executed on or after 2026-06-12. A dealer who holds a co-marketing perk under an instrument already executed before that date retains it on its original terms.)

8.7 Reserve Partner and Above Subscription Perks (Free). Reserve Partner and Confidential Tier Dealers who have executed the Optional Protected Territory Addendum under Appendix A receive the following four (4) monthly subscription perks at no cost for the duration of the Term:

Featured Locator. Priority placement on the ONE PPF dealer locator with tier-appropriate badging.
Premium Dealer Page. Dedicated tier-appropriate spotlight page on the ONE PPF website with extended profile, hero imagery, and direct-contact CTAs.
Hero Spotlight. Rotating hero placement on the ONE PPF dealer locator landing surface with tier highlight treatment.
Gallery Banner. Featured banner placement in the ONE PPF dealer gallery section with tier-appropriate badging.

The four perks are free at the Reserve Partner tier and Confidential Tier sub-tiers when paired with the Optional Protected Territory Addendum and auto-cancel on Tier Glide (per sec 3.4) or termination of this Agreement (per sec 14) or termination of the Territory Addendum. Reserve Partner and Confidential Tier Dealers without the Territory Addendum may purchase any of the four perks at the canonical Subscription Pricing published in the rules.json export. Reserve Plus and Reserve Pro Dealers may purchase the perks individually at the canonical Subscription Pricing.

9. CONFIDENTIALITY OF RESERVE CLASS PRICING

9.1 Confidential Information; Trade Secret Treatment. Dealer acknowledges that the Confidential Tier rates and structure (the Confidential Tier sub-tiers), the Flagged SKU Schedule referenced in Addendum D v3.1 sec 2.6, the Perks Discount Ladder, the umbrella marketing label "Reserve Class Exclusive", Dealer-specific pricing exhibits, and any Confidential Tier Bracket Exhibit delivered to Dealer constitute confidential information and trade secrets of ONE PPF.

9.2 Non-Disclosure. Dealer shall not disclose, publish, disseminate, or communicate any Reserve Class confidential information to any third party, including without limitation other dealers (whether public-tier, Partner, or Confidential), competitors, vendors, trade-show attendees, online forum participants, or social media audiences. Dealer shall limit internal access to Reserve Class confidential information to Dealer's personnel with a need to know for ordering and accounting.

9.3 Public Pricing Sheets. Dealer shall not publish Reserve Class confidential information on any customer-facing proposal, invoice, price sheet, marketing material, or website.

9.4 Material Breach. Disclosure of Reserve Class confidential information in violation of this sec 9 is a material breach of this Agreement under sec 14.3 and grounds for termination for cause.

9.5 Survival. This sec 9 survives termination of this Agreement indefinitely, or, with respect to trade-secret treatment, for so long as the information continues to qualify under applicable trade-secret law.

10. TERM AND AFFIRMATIVE RENEWAL

10.1 Initial Term. The initial term of this Agreement is one (1) year from the Effective Date stated in the signature block (the "Initial Term").

10.2 Affirmative Renewal Mechanism. This Agreement does NOT auto-renew. Renewal for an additional 1-year term is by mutual written affirmation no later than thirty (30) days before the end of the then-current Term. To affirm renewal:

(a) Dealer delivers written notice to ONE PPF at sales@onepaintprotection.com, or via the dealer-portal renewal action surface, stating Dealer's intent to renew for an additional 1-year term; (b) ONE PPF acknowledges the renewal in writing within 14 days of receipt of Dealer's renewal notice; and (c) the renewal takes effect on the day after the then-current Term expiration, for an additional 1-year Renewal Term on the same terms as the then-current Term, unless either Party proposes amendment as part of the renewal affirmation.

10.3 Lapse on No Affirmative Renewal. If neither Party delivers an affirmative renewal notice no later than 30 days before the end of the then-current Term, this Agreement expires by its terms on the Term expiration date. On expiration:

(a) Dealer's Reserve-tier discount rate ceases on the Term expiration date; (b) Dealer's tier reverts to the highest qualifying Cert ladder placement based on Dealer's trailing 12-month spend, calculated by ONE PPF and stated in the expiration acknowledgment; (c) the PPF Exclusivity obligation under sec 5 lapses; Dealer is free to source any brand of paint protection film from the Term expiration date forward; (d) the Protected Territory under Appendix A (if any) lapses; (e) the dedicated rep relationship under sec 8.1 ends; (f) the four (4) free monthly subscription perks under sec 8.7 (if any) auto-cancel; (g) any outstanding warranty obligations on installations completed before expiration survive; and (h) sec 9 (Confidentiality) survives indefinitely.

10.4 Tier Movement During Term. Dealer's tier may move within the Reserve Class during the Term (auto-tier-up per sec 2.4 or Confidential Tier invitation per sec 2.6) or out of the Reserve Class (Tier Glide per sec 3.4). Tier movement does not affect the Term itself; the Term continues to run to its 1-year expiration date independent of mid-term tier movements.

10.5 Renewal at Different Tier. If Dealer's tier has changed during the then-current Term (via auto-tier-up or Tier Glide), the renewal at sec 10.2 is at Dealer's then-current tier as of the Term expiration date. Renewal does not retroactively adjust Dealer's tier history.

10.6 Counsel Recommendation - Affirmative Renewal Rationale. The affirmative renewal mechanism (rather than auto-renewal) reflects the substantive commitment Dealer makes under sec 5 PPF Exclusivity and sec 6 Anti-Grey-Market Covenant. Each year, Dealer affirmatively re-elects the Reserve-tier relationship with the exclusivity and brand-commitment commitments that accompany it. Auto-renewal would risk Dealer being bound to PPF exclusivity in a renewal term Dealer did not affirmatively want; affirmative renewal preserves Dealer's continuing election.

11. OPTIONAL PROTECTED TERRITORY ADDENDUM (APPENDIX A)

11.1 Optional Add-On. Dealer at Reserve Partner or Confidential Tier sub-tier may, on written request to ONE PPF and on Mark Bonamici's written approval, execute the Optional Protected Territory Addendum in Appendix A to receive a Protected Territory under sec 1.11. The Territory Addendum is OPTIONAL and is not auto-bundled with any Reserve tier.

11.2 Territory Addendum Not Available at Reserve Plus or Reserve Pro. The Territory Addendum is available only at Reserve Partner and Confidential Tier sub-tiers. Reserve Plus and Reserve Pro Dealers are not eligible for the Territory Addendum.

11.3 Territory Addendum as Separate Signature. The Territory Addendum is executed by separate signature in Appendix A. The Territory Addendum is a substantive add-on to this Agreement with separate consideration (the Protected Territory grant and the four free subscription perks under sec 8.7) and may be terminated separately from this Agreement without terminating this Agreement, subject to the lapse mechanics in Appendix A.

11.4 Lapse of Territory Addendum. The Territory Addendum lapses automatically on (a) Dealer's Tier Glide out of Reserve Partner or below the Confidential Tier sub-tier at which the Territory Addendum was executed, (b) Dealer's election to terminate the Territory Addendum without terminating this Agreement, (c) termination of this Agreement for any reason, or (d) expiration of this Agreement under sec 10.3.

12. INTELLECTUAL PROPERTY AND BRANDING

12.1 ONE PPF IP Reserved. All right, title, and interest in and to ONE PPF logos, service marks, trademarks, brand assets, marketing materials, photography, video, copy, training materials, certification curricula, and any derivative works (collectively, "ONE PPF IP") remain the exclusive property of ONE PPF.

12.2 Limited License. Dealer's right to use ONE PPF IP is governed by sec 8.3, the ONE PPF Brand Guidelines, and any specific written approvals.

12.3 Dealer Submitted Content. Subject to per-image opt-out, Dealer grants ONE PPF a perpetual, irrevocable (as to delivered images), royalty-free, worldwide, sublicensable license to use, reproduce, display, distribute, modify, and create derivative works of any install photographs, dealer-success-story content, video, or other materials Dealer voluntarily submits. Dealer represents and warrants Dealer has obtained all necessary consents from vehicle owners and depicted third parties.

12.4 Per-Image Opt-Out. Dealer may opt out of ONE PPF's use of any specific delivered image by written notice. ONE PPF shall cease new use within 30 days; ONE PPF is not required to recall materials already published.

13. WARRANTY (PASS-THROUGH TO END CUSTOMER)

13.1 Warranty Pass-Through. ONE PPF product warranties flow through Dealer to end customers per the ONE PPF Limited Product Warranty v2 and Warranty Terms.

13.2 Warranty Registration. Dealer registers each install in the dealer portal within 14 days of installation per Warranty Terms sec 2.

13.3 Warranty Claims. Dealer files claims through the dealer portal. ONE PPF reviews within 5 business days.

13.4 Install Labor. Install labor for warranty re-installs is Dealer's responsibility per Warranty Terms sec 6.

14. TERMINATION

14.1 Termination Without Cause. Either Party may terminate this Agreement without cause on 90 days prior written notice. Orders accepted by ONE PPF before the effective date of termination are honored at the then-current Reserve tier rate.

14.2 Termination on Expiration. Per sec 10.3, this Agreement expires by its terms if neither Party delivers an affirmative renewal notice per sec 10.2.

14.3 Termination for Cause. Either Party may terminate for cause on a material breach by the other Party that remains uncured 30 days after written notice. Material breach by Dealer is limited to:

(a) unauthorized disclosure of Reserve Class confidential information in violation of sec 9; (b) anti-grey-market violations in violation of sec 6; (c) PPF Exclusivity violations in violation of sec 5; and (d) sustained shortfall below 25 percent of monthly volume threshold for any rolling 90-day period under sec 3.8.

Material breach by ONE PPF is limited to:

(e) violation of the Protected Territory non-appointment obligation under Appendix A if Dealer has executed the Territory Addendum, that remains uncured 30 days after written notice from Dealer.

No volume shortfall above 25 percent threshold, no Tier Glide, no tier reclassification, no Reference Volume shortfall, and no Perks Discount Ladder cap operation constitutes a material breach.

14.4 Effect of Termination. On termination:

(a) the Protected Territory under Appendix A (if any) lapses; (b) the Reserve Class discount ceases (subject to sec 14.1 for orders already accepted); (c) the brand-use license under sec 8.3 terminates and Dealer ceases use of tier badges and the umbrella marketing label "Reserve Class Exclusive"; (d) the Perks Discount Ladder ceiling for Dealer drops to the public-tier ceiling at the time of termination; (e) the PPF Exclusivity obligation under sec 5 lapses; Dealer is free to source any brand of paint protection film from the termination date forward; (f) sec 9 (Confidentiality) survives indefinitely; (g) sec 12.3 license rights survive as to delivered images; (h) outstanding warranty obligations on installations completed before termination survive.

14.5 Relationship to Authorized Dealer T&C and CDA. Termination of this Agreement does not, by itself, terminate Dealer's underlying Authorized Dealer T&C or CDA placement. Dealer may continue as an Authorized Dealer at the 4 percent rate, subject to that document's terms. If Dealer's trailing 12-month spend supports Cert ladder placement at termination, Dealer is placed at the highest qualifying Cert tier (Cert Pro, Cert Elite, or Cert Master) per the canonical CDA v1.1.

15. DISPUTE RESOLUTION

15.1 Negotiation First. The Parties shall first attempt to resolve any dispute through direct good-faith negotiation between Dealer's principal and Mark Bonamici as ONE PPF's President.

15.2 Mediation. If direct negotiation fails to resolve the dispute within 30 days of the date a Party first raises it, the Parties shall submit to non-binding mediation under the rules of a mutually-agreed mediator. Each Party bears its own mediation costs and shares the mediator's fee equally.

15.3 Binding Arbitration (Optional, Mutual Election). If mediation fails and both Parties so elect in writing, the dispute may be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with the arbitration seated in the venue applicable to this Agreement under sec 16. Arbitration award is final and binding subject to applicable law.

15.4 Litigation (Default if Arbitration Not Elected). If mediation fails and the Parties do not mutually elect arbitration, either Party may commence litigation per sec 16.

15.5 Equitable Relief. Notwithstanding sec 15.1 to 15.4, either Party may seek injunctive or other equitable relief at any time to enforce sec 5 (PPF Exclusivity), sec 6 (Anti-Grey-Market), or sec 9 (Confidentiality) without first proceeding through negotiation, mediation, or arbitration.

15.6 Attorneys Fees. In any litigation, arbitration, or equitable-relief proceeding, the prevailing Party is entitled to recover its reasonable attorneys fees and costs from the non-prevailing Party.

16. GOVERNING LAW AND VENUE

16.1 Connecticut at Execution. This Agreement is governed by the laws of the State of Connecticut at execution, reflecting ONE PPF's current state of incorporation as a Connecticut corporation.

16.2 Florida Transition. ONE PPF is in the process of transitioning to a Florida limited liability company taxed as an S-Corporation. Effective on completion of the entity transition and on 30 days prior written notice from ONE PPF to Dealer, this Agreement will thereafter be governed by the laws of the State of Florida and venue will lie in Sarasota County, Florida. The transition does not require Dealer countersignature; ONE PPF's notice is sufficient. The transition does not change any substantive term of this Agreement other than governing law and venue.

16.3 Venue at Execution. Until the Florida transition under sec 16.2 takes effect, venue for any litigation arising out of or relating to this Agreement is the state and federal courts located in the judicial district of Connecticut where ONE PPF maintains its registered office at execution.

17. GRANDFATHER PROVISIONS (NO FORCED MIGRATION)

17.1 Grandfather Validity. Existing dealers under prior contracts in effect as of the effective date of this Reserve Contract v1.0 template (2026-05-28) remain at their current treatment on the terms of their existing contracts. This Reserve Contract v1.0 does NOT supersede, modify, amend, or replace any existing executed contract with any existing dealer. Grandfathered dealers include, without limitation, the following categories:

(a) dealers holding a per-dealer grandfather addendum to a prior Reserve-tier contract, at the rate stated in that addendum, until the addendum's natural expiration (which serves as a sec 17.4(b) migration trigger to the corresponding Reserve Contract v1.0 tier on a rate-preserving basis); (b) dealers holding a legacy Reserve Partner relationship at the rate recorded in their executed instrument or per-dealer letter agreement, preserved per sec 17.6; (c) dealers holding an executed Certified Dealer Agreement at their granted Certified tier; (d) any executed Uncontracted Reserve Partner Letter Agreement (URPLA) holder of record as of the date immediately preceding 2026-05-28; (e) any executed Reserve Earned Acknowledgment (REA) recipient of record as of the date immediately preceding 2026-05-28; and (f) any other existing dealer with an executed contract predating 2026-05-28.

The specific identities, rates, instruments, and per-dealer terms of grandfathered dealers are confidential and are maintained in ONE PPF's internal dealer records and the applicable per-dealer instruments (NDA-routed); they are not enumerated in this public template.

17.2 No New Floor Application to Grandfathered Dealers. Grandfathered dealers are NOT automatically subject to the Activity Floor Framework under sec 3 of this Agreement, the tier-scaled grace periods, or the Annual Floor Break Allowance, unless the grandfathered Dealer's underlying contract incorporates such framework or unless the grandfathered Dealer voluntarily migrates to Reserve Contract v1.0.

17.3 No PPF Exclusivity Application to Grandfathered Dealers. Grandfathered dealers are NOT automatically subject to the sec 5 PPF Exclusivity obligation, unless the grandfathered Dealer's underlying contract contains an analogous brand-exclusivity obligation (such as a prior contract's product-category exclusivity provision) or unless the grandfathered Dealer voluntarily migrates to Reserve Contract v1.0.

17.4 Migration at Natural Renewal, Addendum Lapse, or Mark Adjudication. Grandfathered dealers may, at their sole option, migrate to Reserve Contract v1.0 at one of the following inflection points:

(a) Natural renewal or expiration of the underlying grandfather contract; (b) Lapse or termination of any Addendum incorporated into the underlying grandfather contract (such as the natural expiration of a per-dealer grandfather addendum); (c) Mark Bonamici adjudication via direct negotiation with grandfathered Dealer; or (d) Grandfathered Dealer's voluntary written request for migration, accepted by ONE PPF in writing.

Migration is OPTIONAL; ONE PPF does NOT compel migration. Migration takes effect on Dealer countersignature of Reserve Contract v1.0 and ONE PPF acknowledgment. Migration is irreversible (no migration-back to legacy grandfather terms).

17.5 No Pressure to Migrate. ONE PPF will not condition any Reserve Class benefit, perk, or relationship-management treatment on a grandfathered dealer's election to migrate. Grandfathered dealers retain full standing under their legacy contract regardless of migration election.

17.6 URPLA v2.0 and REA v1.0 Retirement for New Applications Only. Effective 2026-05-28, URPLA v2.0 and REA v1.0 are retired for NEW applications. The retirement applies prospectively only:

(a) No new URPLA v2.0 or REA v1.0 executions or issuances are made after 2026-05-28. (b) Existing URPLA v2.0 holders and existing REA v1.0 recipients remain bound by and entitled to the terms of their existing URPLA / REA instruments per sec 17.1 through sec 17.5. (c) The retired URPLA v2.0 template and the retired REA v1.0 template are preserved in ONE PPF's internal read-only archive for audit-trail preservation, accompanied by retirement notes identifying the 2026-05-28 retirement effective date and the Reserve Contract v1.0 as the replacement instrument for new applications.

18. CANONICAL PRICING REFERENCE (RULES.JSON SHA-PINNING)

18.1 Incorporation by Reference. The MSRP catalog, the Flagged SKU Schedule under Addendum D v3.1 sec 2.6, the Reserve tier discount rates under sec 2 of this Agreement, the Color Modifier mechanics and per-tier effective Color SKU rates under sec 1.14, the Perks Discount Ladder under sec 8.4, and any other pricing component referenced in this Agreement are as published in the ONE PPF canonical rules.json export at the time of execution. The rules.json export is maintained by ONE PPF as a single source of truth for pricing components and may be updated per the discrete update mechanics in sec 2.8 (pricing-component update), sec 2.9 (headline tier-rate adjustment), or any other update mechanic.

18.2 Sha-Pinning at Execution. ONE PPF pins the rules.json export by SHA-256 hash and version stamp at execution, recorded in the signature block.

SHA-256 hash at execution: [TO BE COMPLETED AT EXECUTION FROM CURRENT CANONICAL]
Version stamp at execution: [TO BE COMPLETED AT EXECUTION]
Generated at: [TO BE COMPLETED AT EXECUTION]

18.3 Color Modifier Canonical Reference. The Color Modifier mechanics, eligibility (Reserve tiers only), per-tier effective Color SKU rates, cap interactions, and anti-gaming clawback are governed by the governing ONE PPF Color Modifier policy (2026-05-28) and the canonical rules.json export. The Reserve Contract v1.0 incorporates the Color Modifier by reference; the specific Color Modifier rates applicable to Dealer at Dealer's current tier are determined per the canonical mechanics at order acceptance.

18.4 Confidentiality of Canonical Reference. The rules.json export, including its full contents and the Confidential Tier-specific portions, is confidential under sec 9.

19. AMENDMENTS

19.1 Written Modification by Mutual Agreement. The Parties may, at any time during the Term, agree in writing to modify any term of this Agreement, except for the Flagged SKU Schedule and the Perks Discount Ladder published in rules.json (which are updated unilaterally by ONE PPF per sec 8.4 and sec 2.8 on 30 days notice).

19.2 Writing and Signature Required. Any amendment must be in a writing signed by an authorized officer of ONE PPF and by Dealer. No oral modification is effective. No course of dealing, partial performance, silence, or acquiescence is effective to modify this Agreement.

19.3 Effective Date of Modification. No modification is effective before the date of mutual execution.

19.4 No Modification by Implication. ONE PPF's tolerance of any volume shortfall, brand-exclusivity uncertainty during cure period, or other Performance Expectation deviation is not a waiver of any term.

20. NOTICES

Notices under this Agreement are effective when delivered in writing to the addresses below, or to such other address as a Party may designate by written notice:

If to ONE PPF:

ONE PPF Inc. 1187 Tallevast Road, Suite 1187 Sarasota, Florida 34243 Attn: Mark Bonamici, President

If to Dealer: The address provided in the signature block.

Notice may also be delivered by email to the Dealer's registered account email and to sales@onepaintprotection.com (for ONE PPF) for routine notices. Material notices (termination, breach, force majeure, governing law transition under sec 16.2, sec 2.9 headline rate adjustment) are delivered both by email and by posted mail with delivery confirmation.

21. RELATIONSHIP TO BROADER AGREEMENTS

21.1 Supplement. This Agreement supplements the ONE PPF Authorized Dealer T&C, Wholesale Terms of Service, Wholesale Terms of Sale, Warranty Terms, Dealer Conduct Standards, Privacy Policy, and (for Confidential Tier admission) Addendum D v3.1.

21.2 Conflict. In conflict between this Agreement and any of the broader documents on matters within those broader documents, the broader document controls except where this Agreement expressly states otherwise.

SIGNATURE BLOCK

Effective Date: [EFFECTIVE_DATE]

Tier (check one for application; for Confidential Tier admission, Dealer simultaneously executes Addendum D v3.1 plus per-dealer Confidential Bracket Exhibit under NDA):

Reserve Plus (12 percent off MSRP; entry Reserve tier)
Reserve Pro (15 percent off MSRP; application or auto-tier-up)
Reserve Partner (20 percent off MSRP; application or auto-tier-up). Dealer initials: __________
a Confidential Tier sub-tier (Confidential Tier; invitation-only; rate by separate Addendum D v3.1 / per-dealer Bracket Exhibit under NDA). Dealer initials: __________
a Confidential Tier sub-tier (Confidential Tier; invitation-only; rate by separate Addendum D v3.1 / per-dealer Bracket Exhibit under NDA). Dealer initials: __________
a Confidential Tier sub-tier (Confidential Tier; invitation-only; rate by separate Addendum D v3.1 / per-dealer Bracket Exhibit under NDA). Dealer initials: __________

Initial Term: 1 (one) year from the Effective Date.

Renewal: Affirmative renewal per sec 10.2 (NOT auto-renewal). Dealer acknowledges the affirmative renewal mechanism. Dealer initials: __________

Optional Protected Territory Addendum (Appendix A; Reserve Partner and above only):

Dealer requests the Optional Protected Territory Addendum (Appendix A) at execution. Mark Bonamici approval required; Dealer separately initials Appendix A signature block.
Dealer does NOT request the Optional Protected Territory Addendum at execution. Dealer may request the Territory Addendum at a later date during the Term per sec 11.1.

Rules.json Sha-Pinning (per sec 18.2):

SHA-256 hash at execution: ______________________________________________________________________
Version stamp at execution: ______________________________________________________________________
Generated at: ______________________________________________________________________

ONE PPF INC.

By: ______________________________________________________ Name: Mark Bonamici Title: President Date: ______________________________________________________

DEALER

Dealer Legal Name: ______________________________________________ d/b/a (if any): _________________________________________________ Business Address: _______________________________________________ EIN (verified): _________________________________________________ By: ____________________________________________________________ Name (Signatory): _______________________________________________ Title: _________________________________________________________ Date: __________________________________________________________

APPENDIX A: OPTIONAL PROTECTED TERRITORY ADDENDUM

Appendix A is OPTIONAL. Dealer at Reserve Partner or Confidential Tier sub-tier may, on written request to ONE PPF and on Mark Bonamici's written approval, execute this Appendix A to receive a Protected Territory under sec 1.11 of the Reserve Contract v1.0. Reserve Plus and Reserve Pro Dealers are NOT eligible for the Territory Addendum.

A.1 Grant of Protected Territory

If Dealer has elected to execute this Appendix A and Mark Bonamici has approved Dealer's request in writing, ONE PPF grants Dealer a Protected Territory consisting of the geographic area within the applicable radius from Dealer's primary shop address.

A.2 Default Protected Radius

The default Protected Territory radius for a Dealer who has executed this Appendix A is 50 miles from Dealer's primary shop address. The default radius applies at execution of this Appendix A and is reviewed annually on the anniversary of the Effective Date of this Appendix A.

A.3 Growth Bonus (Annualized Spend $1M Plus)

If Dealer's annualized stripe_total_spend crosses $1,000,000 ARR, Dealer's Protected Territory radius increases by plus 25 miles (to a total of 75 miles from Dealer's primary shop address) at the next annual review. The growth bonus persists for so long as Dealer's annualized stripe_total_spend remains at or above $1,000,000 ARR; on sustained drop below $1,000,000 ARR for two consecutive annual reviews, the radius reverts to the 50-mile default at the next annual review.

A.4 Annualized Calculation

"Annualized stripe_total_spend" is calculated as (trailing 12-month aggregate Stripe payment volume from Dealer to ONE PPF, expressed in U.S. dollars) measured on each annual review date.

A.5 Protection Term

The Protected Territory under this Appendix A is granted for the Term of the Reserve Contract v1.0 and continues during any Renewal Term so long as the Reserve Contract v1.0 remains in effect and Dealer has not terminated this Appendix A separately under sec A.7.

A.6 Scope of Protection

During any period the Protected Territory is in effect, ONE PPF will not appoint another Reserve Partner or Confidential Tier Dealer whose primary shop address is located within Dealer's Protected Territory. "Protection" denotes the no-other-Reserve-tier-Dealer-appointed mechanic. ONE PPF retains the right to appoint dealers at sub-Reserve-Partner tiers (Authorized, Cert Pro, Cert Elite, Cert Master, Reserve Plus, Reserve Pro) within the territory.

A.7 Termination of Appendix A Without Terminating Reserve Contract

Dealer may terminate this Appendix A on 90 days prior written notice to ONE PPF without terminating the Reserve Contract v1.0. ONE PPF may terminate this Appendix A on 90 days prior written notice to Dealer without terminating the Reserve Contract v1.0. On termination of this Appendix A only:

(a) the Protected Territory lapses; (b) the four (4) free monthly subscription perks under sec 8.7 (which require both Reserve Partner+ tier and the Territory Addendum) auto-cancel; (c) the dedicated rep relationship under sec 8.1 continues (it is not gated by the Territory Addendum); (d) all other terms of the Reserve Contract v1.0 continue.

A.8 Lapse of Appendix A on Reserve Contract Termination or Tier Glide

The Protected Territory under this Appendix A lapses automatically on (a) Dealer's Tier Glide out of Reserve Partner or below the Confidential Tier sub-tier at which the Territory Addendum was executed, (b) termination of the Reserve Contract v1.0 for any reason, (c) expiration of the Reserve Contract v1.0 under sec 10.3, or (d) Dealer's termination of this Appendix A under sec A.7.

A.9 No Monetary Penalty on Lapse

No penalty, fee, or damages accrues from any lapse or termination of this Appendix A. The sole consequences are the protection scope cessation and benefit changes per sec A.7 and sec A.8.

A.10 Material Breach by ONE PPF

A violation of the Protected Territory non-appointment obligation under sec A.6 that remains uncured 30 days after written notice from Dealer to ONE PPF is a material breach by ONE PPF under sec 14.3 of the Reserve Contract v1.0 and grounds for termination for cause by Dealer.

A.11 Appendix A Signature Block

Appendix A Effective Date: [APPENDIX_A_EFFECTIVE_DATE]

Protected Territory Center Address (Dealer's primary shop address): _____________________________

Protected Radius (miles): _______ [Default per sec A.2: 50]

Density Classification (informational): [ ] Dense Urban [ ] Moderate [ ] Rural

Mark Bonamici Written Approval for Appendix A Execution:

By: ______________________________________________________ Name: Mark Bonamici Title: President Date of Approval: ______________________________________________________

ONE PPF INC. (for Appendix A):