National Dealer Benefits (for Gold and Platinum Dealers only):
*Credits are only good to be used with a purchase and not redeemable for cash. **Pergola kits are the only timber structures that qualify for 25% discount. ***The 5% 2nd kit purchase discount is only good for the 2nd kit purchased with your running history with Western Timber Frame. Note: Purchased kits come with 3D renderings. Renderings for clients may have a design fee starting at $350.00. Gold Dealers who want to buy into a Platinum dealership, with “approved showroom,” may do so within 6 months of first becoming a Gold Dealer in order to receive platinum pricing on previous purchases.
This application form is designed to give Western Timber Frame a clear picture of your business. The time that you invest in completing this form will help us determine your eligibility and develop our relationship with you. In order to avoid delays in processing, please fill-out this application completely and provide all requested collateral materials. We do not sell your
preferences and information you recorded in this application.
Western Timber Frame looks forward to building a mutually beneficial working relationship and having your organization as a pergola dealer.
This application is being submitted for the sole purpose of becoming a Western Timber Frame dealer. The Applicant
understands and agrees that this application does not ensure that the Applicant will be chosen as an Authorized Dealer.
If chosen to be a dealer for Western Timber Frame you agree that you will not discuss nor disclose any dealer pricing with
anyone that is not authorized. You also agree that you will not use Copyrighted and Trademarked pictures or materials, from
Western Timber Frame and affiliated companies, without written permission. n or if terminated from being a Dealer from said
company. If you have questions, contact your account rep or the corporate office of Western Timber Frame.
This Agreement is made by and between WESTERN TIMBER FRAME, LLC., (“DISCLOSING PARTY”) and
, (“RECIPIENT”). DISCLOSING PARTY is a Utah limited liability company who desires to increase its network of national Western Timber Frame dealers. DISCLOSING PARTY is in the business of designing, manufacturing, and assembling pergolas and other timber based structures. RECIPIENT is an individual or entity who is in need of access to trade secrets held by the DISCLOSING PARTY in order to sell, resell, and/or assemble products designed by DISCLOSING PARTY.
NOW, THEREFORE, in reliance on the above RECITALS, for and in consideration of the promises and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
The terms “Information”, “Proprietary”, “Confidential Information”, or “Trade Secret” as used in this Agreement or any amendments thereto shall mean and include all information, written material (whether electronic or tangible), or communication (between the Parties, their agents, and/or assigns) that has or could have commercial value or other utility in the business in which Disclosing Party is engaged; more particularly, this shall include (but is not limited to) designs, sketches, lists, manufacturing procedures, preparation, and/or building processes, methods of doing business, analysis, compilation, study, or any other document or information prepared by DISCLOSING PARTY, or any of its owners, officers, directors, members, RECIPIENT’S agents, and/or advisers that is shared between the Parties as part of any order, contract, or agreement entered into between the Parties at any point in the future; it shall also include any and all technical and business information disclosed by DISCLOSING PARTY to RECIPIENT that is either nonpublic, confidential, or proprietary in nature, whether delivered in whole or in part before (or after) the Effective Date.
To the least degree required by law, RECIPIENT’s obligations under this Agreement do not extend to Information that is:
(a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault or breach of the RECIPIENT, or
(b) learned by the RECIPIENT through legitimate means other than from the DISCLOSING PARTY or DISCLOSING PARTY’S representatives.
DISCLOSING PARTY holds an exclusive interest in intellectual property, Proprietary Information, and training that shall be (or has already been) disclosed to RECIPIENT during the course of his/her training, preparation, and/or performance of duties as a dealer of Western Timber Frame. In order for DISCLOSING PARTY to assist RECIPIENT in providing services and/or products to third parties, DISCLOSING PARTY must, of necessity, disclose certain trade secrets and other confidential and sensitive Proprietary Information that DISCLOSING PARTY would not otherwise disclose to RECIPIENT and RECIPIENT hereby expressly acknowledges that DISCLOSING PARTY would not give RECIPIENT access to said Proprietary Information and that RECIPIENT did not have and would not have independent access to any of said Proprietary Information but for DISCLOSING PARTY’S performance of the terms of the employment agreement. RECIPIENT expressly agrees that any potential or actual Proprietary Information shall be presumed to be sensitive proprietary information exclusively owned and controlled by DISCLOSING PARTY whether or not said information may be tangibly marked and/or labeled unless otherwise informed by DISCLOSING PARTY. RECIPIENT expressly acknowledges that DISCLOSING PARTY makes continual and specific efforts to prevent its Proprietary Information from becoming available to any persons and/or entities that have not signed a non-disclosure and/or non-competition agreement with DISCLOSING PARTY. RECIPIENT shall not at any time, whether directly or indirectly, disclose, divulge, disseminate, publish, reveal, suggest, hint, or otherwise make known to any third party (including independent contractors not signators to this Agreement) any information, know-how, technical expertise, data, intellectual property, technology, patents or copyrights or trademarks (including applications), trade secrets, applications, methods, names, plans, forecasts, lists or other information that is unique to and/or has been or will be discovered exclusively by DISCLOSING PARTY for its use in selling, reselling, or assembling DISCLOSING PARTY’S products. RECIPIENT shall make consistent and reasonable precautions to ensure against any disclosure of information by RECIPIENT, its employees, agents, or assigns.
The terms of this portion of this Agreement shall survive the completion, fulfillment, termination, or expiration of services provided by RECIPIENT to DISCLOSING PARTY as outlined above and shall continue until the Proprietary Information enters the public domain, provided that said Proprietary Information is not in the public domain as a result of RECIPIENT’s breach of this Agreement.
RECIPIENT shall not hold him/herself out for hire, or pursue any business venture or activity, directly or indirectly, associated with DISCLOSING PARTY’S line of business except to the extent that RECIPIENT was already engaged in any such activities before its affiliation with DISCLOSING PARTY. Further, the terms and conditions of the Western Timber Frame Dealer Application (along with any amendments thereto) are incorporated into this Agreement by reference. In the event of any conflict of terms, the terms of this Agreement shall control. In the event that DISCLOSING PARTY expressly consents to allow RECIPIENT to compete in any way, shape, or form, all terms of nondisclosure of Proprietary Information as detailed throughout this Agreement shall remain in full effect.
Return of Proprietary Information
RECIPIENT agrees to deliver and return to DISCLOSING PARTY any materials (whether electronic, physical, or otherwise) containing or displaying DISCLOSING PARTY’S Proprietary Information that RECIPIENT has in its control or possession at the time of the termination of this Agreement.
Emergency Injunctive Relief
RECIPIENT expressly acknowledges that the disclosure of any Proprietary Information would cause DISCLOSING PARTY immediate and irreparable harm and that in the event of RECIPIENT’S breach of this Agreement, RECIPIENT would not be harmed in any way by an order restraining RECIPIENT from further acts in breach of this Agreement.
In the event that RECIPIENT breaches this Agreement in any way or in the event that RECIPIENT threatens to breach this Agreement by taking any measures to reproduce or disseminate Proprietary Information contrary to the terms set forth in this Agreement, DISCLOSING PARTY shall be entitled to immediate and emergency injunctive relief restraining RECIPIENT from further breaching this Agreement. Further, if DISCLOSING PARTY takes action to obtain emergency injunctive relief and obtains said emergency injunctive relief, RECIPIENT agrees to pay $20,000.00 in damages immediately upon the announcement of said decision by the trial court in addition to any other damages that may be proven during the remaining litigation proceedings. Interest on any judgment shall accrue at 24% APR.
Governing Law Both Parties hereby expressly agree that jurisdiction and venue shall be in Utah.
Integration Clause This Agreement contains the entire agreement among the Parties hereto related to the transactions contemplated hereby and all prior or contemporaneous understandings, representations, and/or statements, oral or written, with respect to the subject matter hereof are merged herein. In order for any amendments to this Agreement to be enforceable by either Party, they must be in writing and signed by both Parties.
Severability If any provision in this Agreement is held to be invalid, void, or unenforceable for whatever reason, the remaining provisions not so declared shall nevertheless continue in full force and effect without being impaired in any manner whatsoever. Further, any such provision shall be interpreted and/or altered with the intent to avoid impairing any other provision and/or the overall intent of this Agreement. Breach – Default Should either Party bring legal action to enforce its rights hereunder, the Party found to have defaulted in the performance of any term or condition provided herein shall pay all of the costs of enforcing this Agreement, including reasonable attorney fees, court costs, and collections fees, including attorneys fees.
Waiver No claim arising out of a breach of this Agreement can be discharged in full, or in part, by waiver or renunciation of the claim or right, unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved Party. Moreover, the failure of a Party to this Agreement to exercise any right or remedy provided by the Agreement or by law shall not be a waiver of any obligation or right of the Parties, nor shall it waive any similar default, nor shall it constitute a modification of this Agreement even if said failure occurs multiple times.
By signing below, the applicant warrants that they have the authority to submit this information for the purpose of entering into
an agreement for the submitting organization and that the information provided in this application to Western Timber Frame
is accurate and true. If the information is determined to be inaccurate, the applicant acknowledges and agrees that Western
Timber Frame, at any time and at its sole discretion, may terminate the applicant as a Western Timber Frame Authorized
Dealer. Furthermore applicant agrees to keep their profile information updated if it changes or as requested from time to time
by Western Timber Frame. You also agree to keep dealer pricing confidential.
If you have questions, contact your account rep or the corporate office of Western Timber Frame.
All sections of this application must be filled out in whole. Incomplete applications will not be processed.