UnderDeck Shield Building Professional Discount Program (Minnesota)

1. Building Professional Discount Program Terms

Purpose; Program. This Building Professional Discount Program (the Program) sets forth the binding terms under which UnderDeck Solutions, the manufacturer of UnderDeck Shield products UnderDeck Solutions may offer discounted pricing and related benefits to eligible Building Professionals purchasing UnderDeck Solutions construction products for use in installing UnderDeck Shield products. The parties intend the Program to be commercially reasonable, transparent, and consistently administered.

2. Definitions.

1. Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
   
   
2. Confidential Information means non-public information disclosed by UnderDeck Solutions relating to Products, pricing, discount structures, rebate calculations, program requirements, or other proprietary information, including any information whose unauthorized disclosure could harm UnderDeck Solutions.
   
   
3. Discount means the price reduction(s) or other program benefit(s) made available to Building Professional under this Program, as specified in UnderDeck Solutions’ then-current written program schedule or confirmation.
   
   
4. Eligible Project means a construction project for which Building Professional purchases Products for incorporation into the work, as evidenced by the records described in Section 1.7.
   
   
5. Program Period means the period during which Building Professional is approved to participate, beginning on the effective date of UnderDeck Solutions’ written approval and continuing until terminated under Section 1.10.

3. Eligibility; Enrollment; No Entitlement.

1. Building Professional's participation is subject to UnderDeck Solutions’ written approval and may require completion of enrollment materials reasonably requested by Manufacturer.
   
   
2. Participation does not create exclusivity, minimum purchase obligations, or any entitlement to future Discounts. UnderDeck Solutions may offer different discount levels to different Building Professionals based on objective criteria (including volume, product mix, and compliance history), provided administration is non-discriminatory and consistent with applicable law.
   

4. Discount Structure; Application.

1. Discounts apply only to Products purchased directly from UnderDeck Solutions or through channels expressly authorized in writing by UnderDeck Solutions for Program transactions.
   
   
2. Discounts apply only to purchases for Eligible Projects during the Program Period and only if Building Professional is in compliance with this Program at the time of order, shipment, and invoicing (as applicable).
   
   
3. Unless UnderDeck Solutions confirms otherwise in writing, Discounts do not apply to taxes, freight, expedited handling, restocking fees, or other non-product charges.
4. UnderDeck Solutions may require that Building Professional identify the Eligible Project at the time of quotation or order to receive the Discount.

5. Use Restrictions; No Resale Arbitrage.

1. Building Professional shall use Products purchased under the Program solely for Eligible Projects and shall not purchase Products under the Program for resale, diversion, stockpiling for non-identified projects, or any purpose intended to capture Discounts without bona fide project use.
   
   
2. Building Professional shall not represent that it is an agent of UnderDeck Solutions or that it can bind Manufacturer.
   
   

6. Compliance With Law.

Each party shall comply with all applicable federal, state, and local laws and regulations in connection with the Program, including Minnesota law and any laws applicable to pricing, marketing, and contracting practices.

7. Records; Reporting; Audit Cooperation.

1. Project and Purchase Records. Building Professional shall create and maintain complete and accurate records sufficient to substantiate eligibility and proper application of Discounts for each Eligible Project, including, as applicable: project name and location, project scope summaries, dates of performance, purchase orders, invoices, delivery tickets, copies of contracts and bids relating to the project, and documentation reasonably necessary to confirm incorporation or intended incorporation of Products into the work.
   
2. Production Upon Request. Upon UnderDeck Solutions’ reasonable written request, Building Professional shall provide a production list for each Eligible Project during the requested period, including project date ranges, summaries of the nature and scope of work, and supporting documentation described in Section 1.7. 1. Building Professional shall also provide, to the extent relevant to Products and reasonably requested, project schedules, daily logs, construction meeting attendance sheets, staffing records, equipment lease records, and any claims or complaints received or asserted that relate to Product performance or installation.
   
   
3. Retention. Building Professional shall retain the records described in this Section 1.7 for at least the longer of (i) the Program Period plus three (3) years or (ii) the period required by applicable law.
   
   
4. Inspection and Verification. During the Program Period and for the retention period, UnderDeck Solutions may, upon at least two (2) business days' prior notice (or without notice in an emergency involving suspected misuse or unauthorized disclosure), inspect and examine the relevant records at reasonable times and in a manner that minimizes disruption. Building Professional shall provide reasonable facilities for such verification and shall cooperate in good faith.
   

8. Confidentiality; Unauthorized Disclosure.

1. Building Professional shall protect UnderDeck Solutions’ Confidential Information using at least reasonable care and shall not use or disclose it except as necessary to participate in the Program.
   
   
2. Building Professional shall notify UnderDeck Solutions immediately upon discovery of any unauthorized use or disclosure of Confidential Information and shall fully cooperate with UnderDeck Solutions to regain possession of the Confidential Information and prevent future unauthorized use or disclosure.
   

9. Assignment; Transfer Restrictions.

1. Building Professional shall not assign, transfer, delegate, or subcontract its rights or obligations under the Program without UnderDeck Solutions’ prior written consent. Any attempted assignment without consent is void.
   
   
2. UnderDeck Solutions may assign or transfer the Program, in whole or in part, to an Affiliate or successor in connection with a sale, reorganization, or transfer of the Product line or business to which the Program relates. Building Professional waives notice of such assignment to the extent permitted by law.
   

10. Suspension; Termination; Remedies.

1. UnderDeck Solutions may suspend Discounts immediately upon reasonable suspicion of misuse, diversion, inaccurate reporting, failure to produce records, or breach of confidentiality, pending investigation.
   
   
2. Either party may terminate Building Professional's participation upon written notice if the other party materially breaches the Program and fails to cure within a commercially reasonable period after notice, considering the nature of the breach.
   
   
3. If UnderDeck Solutions determines that Discounts were improperly received or applied, Building Professional shall, upon demand, promptly repay the improperly discounted amounts and any reasonable costs of verification directly attributable to Building Professional's breach, to the extent permitted by law.
   

11. Dispute Administration; Good Faith

The parties shall act in good faith to resolve Program administration issues, including eligibility determinations and documentation questions, and shall promptly provide information reasonably necessary to verify Discount application.

12. Governing Law; Venue. 

This Program and any dispute arising out of or relating to it shall be governed by the laws of the State of Minnesota, without regard to conflict-of-laws rules. The parties consent to exclusive venue in the state or federal courts located in Minnesota for any action arising from or relating to the Program, and waive any objection to such venue to the extent permitted by law.

13. Order of Precedence; Amendments.

1. If there is a conflict between these Program terms and an UnderDeck Solutions issued written discount confirmation for a specific Eligible Project, the project-specific confirmation controls solely for that project and only to the extent of the conflict.
   
   
2. UnderDeck Solutions may amend the Program upon written notice to Building Professional; however, amendments shall not retroactively reduce Discounts on orders accepted by UnderDeck Solutions prior to the effective date of the amendment, unless required by law or to address misuse or fraud.

14. Entire Program Terms.

This clause constitutes the complete statement of the Program terms between UnderDeck Solutions and Building Professional regarding Discounts for Products and supersedes prior or contemporaneous oral statements regarding the Program, except for written project-specific confirmations issued by UnderDeck Solutions.