DEALER AGREEMENT FOR MINI PASSENGER CARS

EXHIBIT 10.10

DEALER AGREEMENT

FOR

MINI PASSENGER CARS

BMW OF NORTH AMERICA, LLC

DEALER AGREEMENT FOR MINI PASSENGER CARS

STANDARD PROVISIONS

Table of Contents

This DEALER AGREEMENT is effective as of the _____ day of _____, _____, by and between the MINI Division of BMW of North America, LLC, a Delaware limited liability company, having its principal place of business at 300 Chestnut Ridge Road, Woodcliff Lake, New Jersey 07677, and

(if a corporation, limited liability company, or partnership) organized or incorporated under the laws of the

having its principal place of business at

PURPOSE OF AGREEMENT

The purpose of this Agreement is to authorize Dealer to operate an approved MINI Car dealership and to set forth the rights and responsibilities of both the MINI Division and Dealer in providing MINI Products and services to the consuming public. The relationship between the MINI Division and Dealer is based on the respect of the individual roles each party must play and recognition that each party must perform in a competent, cooperative, and ethical manner to help achieve mutual success and the overall success of the MINI brand.

The reintroduction of the MINI brand and MINI passenger cars to the American market offers a unique business opportunity for both the MINI passenger car dealer organization and MINI Division. Dedication to a pure and consistent presentation of MINI brand values will entice consumers to the brand, leverage our collective investments, increase our voice, and help provide a higher return on investment. The MINI personality must be consistent in visual branding, marketing communications, and promotions on the Internet and through the retail, product, and ownership experiences.

PARAGRAPH 1 — DEFINITIONS

IN CONSIDERATION OF the foregoing and the mutual covenants herein contained, the parties hereto agree as follows:

The following definitions shall be used in this Dealer Agreement and have the following meanings:

BMW Group

(a) “BMW Group” is the umbrella term for collectively identifying the operations, businesses, and/or activities of Bayerische Motoren Werke AG, its subsidiaries, their affiliates, and related entities throughout the world, both within and outside the automotive industry. The BMW Group produces products under various brand names; the most significant at the time of introducing this Agreement are MINI (the only brand addressed by this Agreement) and BMW (which is not covered). The BMW Group is represented by many different legal entities, including, but not limited to, BMW of North America, LLC and its affiliates.

BMW NA

(b) “BMW NA” shall mean BMW of North America, LLC, an, entity organized under the laws of the State of Delaware. The MINI Division of BMW NA or an affiliated entity (“Affiliated Entity”) shall be the exclusive importer and distributor of MINI Products in the United States.

Dealer

(c) “Dealer”, “MINI Dealer”, “Center”, “MINI Center”, “Dealership”, or “MINI Dealership” shall mean a dealer authorized to sell and service MINI Products as appointed by the MINI Division of BMW of North America, LLC or an Affiliated Entity pursuant to this Agreement.

Dealer Facility

(d) “Dealer Facility”, including its plural and possessive forms, shall mean the land and building(s) that constitute the authorized location(s) established in accordance with the provisions of Paragraph 8 of this Dealer Agreement for the conduct of MINI Dealer Car Operations.

Dealer Operating Requirements Addendum

(e) “Dealer Operating Requirements Addendum”, “Center Operating Requirements Addendum”, and “Operating Requirements Addendum” shall mean the Addendum to this Agreement containing the “Dealer Operating Requirements”, which are the MINI Product, Dealer Facility, Corporate Identity, Personnel, Training, Financial, Equipment, Special Tool, Certified Pre-Owned Vehicle, Parts, and Demonstrator Requirements for a MINI Dealer’s Car Operations and other such requirements applicable to Dealer, as issued, amended, canceled, or superseded from time to time by the MINI Division of BMW of North America, LLC or an Affiliated Entity following review with Dealer.

Dealer Operator

(f) “Dealer Operator” shall mean the person named in Paragraph 5 of the Dealer Agreement as the person in charge of MINI Dealer Operations with authority to make all operating decisions on behalf of the Dealer with respect to the MINI Dealer Operations and is the person upon whom the MINI Division of BMW of North America, LLC or an Affiliated Entity is relying to represent MINI Products and to act on the Dealer’s behalf, as well as any person who succeeds to such position in accordance with this Agreement.

Dealer’s Officers

(g) “Dealer’s Officers” or “Dealer Officers” shall mean all the persons named in Paragraph 5 of the Dealer Agreement as officers of Dealer, as well as any other person who succeeds to any such executive and/or managerial position in the Dealer in accordance with the Agreement.

Dealer’s Owners

(h) “Dealer’s Owners” or “Dealer Owners” shall mean all the persons named in Paragraph 5 of the Dealer Agreement as the beneficial and record owners of the Dealer, as well as any other person who acquires or succeeds to any beneficial interest or record ownership of the Dealer in accordance with the Agreement.

General Manager

(i) “General Manager” shall mean the person named in Paragraph 5 of the Dealer Agreement as the person in charge of its MINI Car Operations in the absence of the Dealer Operator, as well as any person who succeeds to such position in accordance with this Agreement.

Improvement Addendum

(j) “Improvement Addendum” shall mean the Addendum to this Dealer Agreement that lists the outstanding obligations of the Dealer that must be met to ensure the continuation of this Agreement under Paragraph 4 of this Agreement.

MINI Car Dealers

(k) “MINI Car Dealers”, “MINI Dealers”, “Car Dealers”, or “Dealers” shall mean all of the authorized MINI dealers that are signatories to a Dealer Agreement for MINI passenger cars with the MINI Division of BMW NA or an Affiliated Entity.

MINI Car Dealer Agreement

(I) “MINI Car Dealer Agreement”, “MINI Passenger Car Dealer Agreement”, “Car Dealer Agreement”, “Passenger Car Dealer Agreement”, “Dealer Agreement”, “Dealer Agreement for Cars”, Dealer Agreement for Passenger Cars, “Dealer Agreement for MINI Passenger Cars”, or “Agreement” shall mean this Dealer Agreement.

MINI Dealer Car Operations

(m) “MINI Dealer Car Operations”, “MINI Dealer Operations”, “MINI Car Operations”, or “Car Operations” shall mean all activities of the Dealer relating to the promotion and sale of MINI Products, the Supply of Original MINI Parts, customer service for MINI Products, and/or all other operations of Dealer governed by this Agreement, such as sales of certified pre-owned MINI Vehicles.

MINI Division

(n) “MINI Division” shall mean the MINI Division of BMW of North America, LLC or an Affiliated Entity that is responsible for all aspects of the distribution and marketing of MINI passenger cars in the United States.

MINI Products

(o) “MINI Products” shall mean MINI Vehicles and Original MINI Parts.

MINI Vehicle(s)

(p) “MINI Vehicle(s)” shall mean new passenger cars bearing the trademarks of the heritage-rich MINI brand and MINI make, which were purchased from the Rover Group in 1994, that are now manufactured by the BMW Group and sold by the MINI Division of BMW of North America, LLC or an Affiliated Entity. The MINI make and the MINI brand do not include: 1) the BMW or ROLLS-ROYCE makes or brands of the BMW Group or vehicles badged with BMW or ROLLS-ROYCE trademarks; or 2) any other make or brand of the BMW Group. The only new vehicles and the only Line-Make authorized to be sold or serviced under this Agreement are MINI passenger cars, which are badged with MINI trademarks. Other than passenger cars, no other line of vehicles is authorized to be sold or serviced under this Agreement, e.g., light trucks (including sport utility vehicles, pick-up trucks, and minivans), medium trucks, heavy trucks, and motorcycles are lines of vehicles not covered by this Agreement.

Net Purchase Price

(q) “Net Purchase Price” shall mean the actual price at which Dealer purchased the certain MINI Product from the MINI Division of BMW of North America, LLC or an Affiliated Entity, which price shall include the addition or deduction of any and all rebates, refunds, credit allowances, discounts, and other payments or adjustments made by the MINI Division of BMW of North America, LLC or an Affiliated Entity relative to such MINI Product. “Net Purchase Price” shall not include payments or adjustments in connection with Dealer advertising association activities (if applicable).

Original MINI Parts

(r) “Original MINI Parts” shall mean: (i) any genuine parts, accessories, and equipment for MINI Vehicles manufactured by or on behalf of and/or sold by the BMW Group and/or the MINI Division of BMW of North America, LLC or an Affiliated Entity and/or bearing the authorized trademarks of the MINI brand, which parts, accessories, and equipment usually are described as “Original” in packaging; and (ii) any equipment designed for use in MINI Dealer Operations (including special MINI tools) and any non-automotive accessories and other equipment, including aftersales, MotoringGear, lifestyle, and gift items bearing the trademarks of the MINI brand, which are supplied to Dealer by or on behalf of the MINI Division of BMW of North America, LLC or an Affiliated Entity.

Primary Market Area

(s) “Primary Market Area” shall mean the area designated by the MINI Division of BMW of North America, LLC or an Affiliated Entity in which the Dealer is expected to focus its activities under this Dealer Agreement. Evaluation of the Dealer’s performance shall be primarily based upon the Dealer’s activities in its Primary Market Area.

United States

(t) “United States” shall mean the 50 United States, the District of Columbia, and the Commonwealth of Puerto Rico.

PARAGRAPH 2 — APPOINTMENT OF CAR DEALER

Dealer Appointment

(a) Subject to the terms of this Agreement, the MINI Division appoints Dealer as a dealer of MINI Products and grants Dealer the non-exclusive right to buy and/or sell and/or service MINI Products. Dealer accepts such appointment and agrees to be bound by this Agreement.

While Dealer recognizes that its performance will be primarily measured based upon its activities in its Primary Market Area, Dealer agrees that this appointment does not confer upon it the exclusive right to deal in MINI Products in any specific geographic area within the United States, nor does it limit the persons within the United States to whom Dealer may sell MINI Products for use therein.

Dealer agrees that it will not sell MINI Products for resale in the United States or for resale or use outside the United States. In addition, Dealer agrees to abide by the MINI Division’s Export Policy and all amendments and modifications thereto.

Dealer acknowledges that the MINI Division reserves the right to appoint additional MINI Car Dealers, whether located near Dealer’s location or elsewhere, as the MINI Division in its sole discretion deems necessary or appropriate. The MINI Division agrees that it will not appoint additional representation without first conferring individually with the MINI Car Dealer(s) in the Dealer’s state of operation whose Primary Market Area would be subject to adjustment if representation is added to the proposed location so that the MINI Division can determine whether other alternatives to additional representation are satisfactory to the MINI Division. If a decision is made to proceed with establishment of additional representation, the MINI Division will provide such MINI Car Dealer(s) no less than thirty (30) days written notice of such decision.

PARAGRAPH 3 — DEALER AGREEMENT AND OPERATING STANDARDS

Dealer Agreement

(a) All currently effective Addenda to the Dealer Agreement for MINI passenger cars and all Addenda to be issued to Dealer by the MINI Division, all of which may be amended, canceled, or superseded from time to time, are hereby fully incorporated into this Dealer Agreement (“Incorporated Documents”). Unless the context otherwise indicates, the term “Agreement” shall mean this document, the Incorporated Documents, and the documents referred to therein, including, but not limited to, policies, procedures, programs, and guidelines issued from time to time by the MINI Division. The terms used in this Agreement are defined in Paragraph 1 of this Agreement. Dealer hereby acknowledges receipt of this Agreement and agrees to become familiar with its terms.

Operating Standards

(b) Dealer is required to comply with the operating guidelines that the MINI Division establishes and agrees to conform its operations to those operating guidelines.

PARAGRAPH 4 — TERM

Term

(a) This Agreement shall continue in full force and effect and shall govern all relations and transactions between the parties commencing on the effective date hereof and continuing as follows:

(1) If Dealer has fulfilled all of its obligations hereunder and no Improvement Addendum is currently in force: 1) this Agreement shall expire five (5) years from the effective date hereof and the MINI Division will renew the Agreement unless it is terminated earlier in accordance with the applicable provisions of this Agreement; or 2) when the MINI Division develops a superseding Agreement, the MINI Division will form a project group consisting of two MINI passenger car dealers per region, one selected by the MINI Division and the other selected by MINI passenger. car dealers. The project group will review the superseding Agreement and advise the MINI Division on it. In the event that the project group reviews a superseding Agreement, and the MINI Division offers Dealer an opportunity to enter into that Agreement, Dealer shall enter into the superseding Agreement.

(2) If Dealer has outstanding obligations as of the effective date of this Agreement and/or an Improvement Addendum is in force, this Agreement shall expire on the earlier of three years from the effective date hereof or sixty (60) days following the earliest “Compliance Date” specified in said Addendum, unless otherwise terminated in accordance with the applicable provisions of this Agreement.

PARAGRAPH 5 — CAR DEALER OWNERSHIP AND MANAGEMENT

Ownership and Management

(a) This is a PERSONAL SERVICES AGREEMENT. The MINI Division is entering into this Agreement in reliance upon the qualifications, abilities, and integrity of the Dealer Operator and upon the representation of the Dealer’s Owners that the Dealer Operator will have full managerial authority for the operations and activities of Dealer. In order to induce the MINI Division to enter into this Agreement, Dealer states that:

Dealer’s Owners

(1) The beneficial owners, record owners, members, and partners, if any, of Dealer are (include record owners if different from beneficial):

Additional Names Attached

Dealer’s Officers

(2) The following persons are Dealer’s Officers (if Dealer is an LLC, include the names of the members and the officers of the member):

Dealer’s Corporate Directors

(3) If Dealer is a corporation or company, the following are its Directors (if Dealer is an LLC, include the directors of the member):

Dealer Operator

(4) The following person shall be in complete charge of Dealer’s MINI Car Operations with authority to make all operating decisions on behalf of Dealer with respect to Dealer’s MINI Car Operations and is the person upon whom the MINI Division can rely to act on Dealer’s behalf:

General Manager

(5) The following is Dealer’s General Manager (if none, enter “NONE”):

Successor(s)

(6) The Dealer’s Owners have nominated the following individual(s) as proposed Dealer Owners of a Successor Dealer to be established if this Agreement is terminated because of the death or permanent disability of any of the Dealer’s Owners (if none, enter “NONE”):

Because of the importance that the MINI Division places on the statements and representations of the Dealer’s Owners and the qualifications of the Dealer Operator, Dealer agrees that there will be no change in the: (a) identity of the Dealer’s Owners ((1) above); (b) the Dealer Operator ((4) above); (c) the Successor(s) ((6) above); or (d) Dealer’s name, identity, business organization or structure, without the prior written consent of the MINI Division.

To enable the MINI Division to maintain effectively the MINI Dealer network, Dealer further agrees to provide the MINI Division with forty-five (45) days prior written notice of any proposed change in the ownership of Dealer, which would change the interests in, or control of, Dealer, or of any proposed disposition of Dealer’s MINI assets. Any such change in ownership or disposition of Dealer’s MINI assets shall not be effective without the prior written consent of the MINI Division, which consent will not be unreasonably withheld. Dealer acknowledges and agrees that all proposed owners of all or a portion of the Dealer shall be required to meet the MINI Division’s appointment criteria and comply with the MINI Division’s ownership policies, procedures, and limitations. The MINI Division shall respond to Dealer’s notification within forty-five (45) days after Dealer has furnished to the MINI Division all completed applications and information reasonably requested to evaluate the proposal.

Without limiting other considerations in determining whether the MINI Division will provide consent, this Agreement may not be transferred, assigned, or assumed until all indebtedness of Dealer to the MINI Division of BMW NA, its subsidiaries, or affiliates has been fully satisfied and unless the transferee, assignee, or party assuming this Agreement agrees and commits to fulfill and complete all of the obligations under this Agreement and the Improvement Addendum (if applicable) and fully comply with all MINI Division policies, procedures, programs, and guidelines.

Dealer recognizes that the MINI Division has a vital interest in ensuring that MINI Dealers employ qualified personnel. Therefore, Dealer agrees to employ personnel who meet the qualifications for each position within the Dealer. The MINI Division agrees that Dealer has the right to decide and is responsible for all matters concerning management and personnel.

Dealer has designated herein certain individuals as officers, directors, managers and/or individuals with responsibility for Dealer’s MINI Car Operations. Dealer agrees to notify the MINI Division in writing of any change in the designated individuals (2, 3, and 5 above) and recognizes that such designation shall not relieve Dealer of its responsibility for performance under this Agreement.

Dealer agrees that the MINI Division may rely upon the Dealer Operator and General Manager (if applicable) to act on Dealer’s behalf on any and all matters and that such reliance shall not alter Dealer’s responsibilities under this Agreement.

PARAGRAPH 6 — OWNERSHIP CHANGES AND TRANSFERS OF AGREEMENT

Transfer, Sale, or Assignment by Dealer

(a) (1) In view of the nature, purposes, and objectives of the MINI Division and this Agreement, and the differences in operating requirements among dealerships of differing sizes and types of markets, the MINI Division expressly reserves the right to select the dealers with whom it will enter into such agreements so as to maintain a high quality network of dealers. Furthermore, Dealer agrees that the MINI Division has the right to approve or decline to approve any prospective purchaser based on his, her, or its character, reputation, automotive experience, performance (including, but not limited to, customer satisfaction, market penetration, and profitability), potential impact on the MINI brand, management, compliance with the MINI Division’s ownership policies, procedures, and limitations, compliance with the law and agreements, capital, financial qualifications, or other qualifications for appointment as an owner of a dealer.

(2) Dealer shall not transfer, sell, or assign, or attempt to transfer, sell, or assign, the Dealer’s assets, any ownership interest in the Dealer, or this Agreement, or sell or transfer any right or delegate any duty, obligation, or responsibility of Dealer under this Agreement, without the prior written consent and approval of the MINI Division. If a transfer, sale, or assignment of a Dealer’s stock or assets is approved by the MINI Division, then the MINI Division shall offer the transferee or assignee of Dealer the right to enter into a new Agreement in substantially the same form as the Agreement then currently offered by the MINI Division to its Dealers.

Ownership, Policies and Procedures

(b) The MINI Division fully incorporates by reference its ownership policies and procedures into this Agreement.

Ownership Limitations

(c) (1) The combined SPG of all the MINI dealers owned directly or indirectly by any individual, partnership, trust, corporation, or other entity cannot exceed 10% of the SPG of all MINI dealers in the United States at any time. The MINI Division can withhold its consent to any change of ownership that would take any individual’s, partnership’s, trust’s, corporation’s, or other entity’s direct or indirect ownership interest above 10%. Dealer acknowledges and agrees that the MINI Division’s 10% ownership limit is fair and reasonable.

(2) In any metropolitan area defined by the MINI Division as a multiple point market no individual, partnership, trust, corporation, or any other entity can directly or indirectly own an interest in more than 50% of the MINI dealers in the market. The MINI Division can withhold its consent to any change of ownership that would violate this Paragraph. Dealer acknowledges and agrees that the ownership limit described in this Paragraph is fair and reasonable.

PARAGRAPH 7 — RIGHT OF FIRST REFUSAL

Right of First Refusal

(a) The MINI Division recognizes the investment that Dealer has committed to operate a MINI dealership. Dealer recognizes the importance to the MINI Division of continuing dealership operations from approved locations to provide for the effective sales and service of MINI Products. Accordingly, whenever Dealer intends to dispose of Dealer’s MINI assets, change control of the Dealer, or change majority ownership from that listed in Paragraph 5(a)(1), the MINI Division shall have the first right to purchase Dealer’s MINI assets or ownership interests pursuant to this Paragraph. Dealer agrees to disclose to the prospective buyer that any sale or disposition shall be subject to the terms of this Agreement and any other information provided to Dealer which impacts the MINI Dealer Operations or the market in which the Dealer operates.

The MINI Division will advise Dealer if it will exercise the right of first refusal within forty-five (45) days after Dealer has furnished to the MINI Division all completed applications and information in accordance with Paragraph 5. If the MINI Division exercises the right, the MINI Division will assume the proposed buyer’s rights and obligations under the written agreement the proposed buyer negotiated with Dealer (the “Buy/Sell Agreement”). The purchase price shall be that set forth in the Buy/Sell Agreement.

The MINI Division shall have the right to perform due diligence in connection with Paragraph 7 while the MINI Division decides whether to exercise its right of first refusal. If the MINI Division exercises its right, the MINI Division’s right to conduct due diligence shall continue. Dealer agrees to fully cooperate with the MINI Division in connection with its due diligence.

In the event the MINI Division exercises its right of first refusal, the MINI Division may assign the Buy/Sell Agreement to any party. The MINI Division shall remain responsible to guarantee the purchase price to be paid by the assignee.

Dealer shall transfer the assets and any applicable real estate free and clear of all liens and encumbrances. Any property shall be transferred by Warranty Deed, where possible, conveying marketable title. Deeds will be in the proper form for recording. Possession will be deemed transferred when the deed is delivered. Dealer shall furnish copies of, and will assign where required, all agreements, licenses, easements, permits, or other documents necessary for the conduct of Dealer’s MINI Car Operations.

Subject to the limitation set forth below, if the MINI Division exercises its right under this Paragraph, the MINI Division will reimburse Dealer for all reasonable and acceptable expenses, excluding brokerage commissions, incurred by Dealer in connection with the development of the Buy/Sell Agreement prior to the MINI Division’s exercise of its right. Dealer shall supply the MINI Division with reasonable documentation to support all those expenses and all copies of materials generated during the negotiation and development of the Buy/Sell Agreement in anticipation of the sale (including environmental reports, accounting reviews, among others). Dealer agrees that the expenses the MINI Division will pay to Dealer pursuant to Paragraph 7 shall not exceed the lesser of actual expenses or an aggregate of Fifty Thousand Dollars ($50,000.00). Any dispute regarding reimbursement shall be presented for review under Paragraph 24.

This Paragraph shall not apply in the event that Dealer proposes to change majority ownership, dispose of its assets, or otherwise enter into a proposed Buy/Sell Agreement with: 1) an immediate family member (spouse, child, brother, sister, parent, grandchild, or spouse of child) of a Dealer Owner; 2) an individual who is listed on the Successor Addendum; 3) an individual who is currently employed by Dealer and has been actively employed by Dealer for at least three consecutive years in the Dealer’s MINI Car Operations and is otherwise qualified as a Dealer Operator; or 4) an individual who is currently listed as a Dealer’s Owner in Paragraph 5 and has been so listed for the past three consecutive years and is otherwise qualified as a Dealer Operator.

PARAGRAPH 8 — DEALER FACILITIES

Dealer Facilities

(a) Dealer agrees that Dealer Facilities shall satisfy all applicable provisions of this Agreement, including reasonable space, facility, and MINI Corporate Identification requirements in the Dealer Operating Requirements Addendum and/or Dealer Facilities Guidelines. The MINI Division recognizes the investment Dealer has in its facilities and hereby approves the location of the following Dealer Facilities for the exclusive purpose of:

(1) A showroom and sales facility for MINI Vehicles at:

Address:

(2) Service and parts facilities for MINI Vehicles at:

Address:

(3) Facilities for the display and sale of certified pre-owned MINI Vehicles at:

Address:

(4) Facilities for the display and sale of pre-owned MINI Vehicles at:

Address:

(5) Satellite(s) authorized pursuant to Paragraph 8(b) of the Agreement at:

(6) Other facilities (indicate the nature of the facility, e.g., storage facility):

Facility and Satellite Authorization

(b) Dealer shall operate its MINI Car Operations only at the authorized locations listed in Paragraph 8(a) of the Agreement. Any proposed change in the Dealer’s authorized locations, including the establishment or relocation of satellite locations, requires the MINI Division’s prior written consent. To the extent that a proposed change is approved and involves the establishment or relocation of a satellite of the Dealer authorized to operate under this Agreement, the location of the satellite shall be listed in Paragraph 8(a) of the Agreement and shall be identified as a satellite. Accordingly, such a listing and identification constitutes authorization to operate a satellite under this Agreement and a new Dealer Agreement shall not be issued. Dealer agrees that satellite locations are not necessarily permanent and that Dealer shall discontinue operations at a satellite upon receipt of one hundred twenty (120) days written notice from the MINI Division. Dealer further agrees that the termination or withdrawal of approval of a satellite does not constitute the termination or failure to renew this Agreement.

Unless otherwise provided herein, Dealer shall conduct Dealer’s MINI Car Operations and keep MINI Products exclusively at the authorized Dealer Facilities designated above.

In the event that Dealer desires to: (1) change its principal place of business from that first set forth in this Agreement; (2) change any location of the Dealer Facilities; (3) establish any additional locations for either operating its business or storage of MINI Products; (4) make any major structural or design change in the Dealer Facilities; or (5) change the usage or function of any locations or facility approved herein or otherwise utilize such locations or facilities for any functions other than the approved functions, Dealer must obtain the prior written approval of the MINI Division for any such change or establishment.

Dedication to the MINI Brand

(c) The MINI passenger car showroom shall be totally dedicated to the MINI brand, shall be compliant with all MINI Corporate Identity requirements and standards, and shall be, at a minimum, architecturally separated from the showrooms of line-makes other than MINI passenger cars. Furthermore, the showroom shall have a sales staff fully dedicated to the MINI brand. All authorized facilities under this Agreement other than the MINI passenger car showroom, including, but not limited to, all customer-facing areas such as the areas for the sale of Original MINI Parts, MINI service, and MINI customer relations, shall be compliant with all MINI Corporate Identity requirements and standards and shall have staff dedicated to the MINI brand.

Facilities Compliance

(d) Recognizing that Dealer’s Facilities affect Dealer’s ability to discharge properly its responsibilities under this Agreement and the Dealer Operating Requirements Addendum, Dealer will ensure that Dealer’s Facilities comply with the applicable provisions of this Agreement, including such reasonable requirements and standards as the MINI Division may prescribe from time to time.

Pre-Owned Vehicle Facilities

(e) Dealer must obtain the MINI Division’s prior written approval for all MINI branded locations and facilities from which pre-owned MINIS are sold, including certified pre-owned MINIS. The MINI Division’s approval of such locations will not be unreasonably withheld.

PARAGRAPH 9 — BASIC OBLIGATIONS OF MINI DIVISION

Assistance to Dealer

(a) The MINI Division will assist Dealer in Dealer’s MINI Car Operations through such means and upon such terms and conditions as the MINI Division considers necessary and appropriate, including, among other things:

(1) Sales, technical, and process training, delivered in person or electronically, prior to introduction of new MINI Vehicles or on an ongoing basis;

(2) Sales, service, and parts literature and other printed materials relating to MINI Products;

(3) National advertising campaigns for MINI Vehicles;

(4) Periodic suggestions and evaluations to assist Dealer in the conduct of its MINI Car Operations; and

(5) Technical Assistance Hotline and Parts Telephone Support.

Allocation of Vehicles

(b) The MINI Division agrees to sell and deliver MINI Products to Dealer in accordance with the provisions of this Agreement:

(1) In making such sales and deliveries, the MINI Division will consider Dealer’s preferences, as well as its compliance with the resale and use restrictions of the Dealer Agreement, and will endeavor to make a fair and equitable allocation and distribution of the MINI Products available to it among its MINI Dealers. The MINI Division reserves the right to reduce allocation of MINI Vehicles to Dealers which do not comply with the terms and conditions of the Dealer Agreement or the Dealer Operating Requirements Addendum;

(2) Dealer recognizes the possibility that from time to time MINI Products may not be available in sufficient quantities. In such event, Dealer agrees that the MINI Division, in the exercise of its business judgment, may determine the method and manner of the allocation of MINI Products between Dealer and the MINI Division’s other Dealers. Upon Dealer’s written request, the MINI Division agrees to provide Dealer with an explanation of the method used to distribute such MINI Products; and

(3) Dealer recognizes that when introducing new MINI Products, the MINI Division may require certain prerequisites be in place at the MINI Dealer, i.e., training, equipment, tools, parts, displays, and customer information, prior to the MINI Division distributing such MINI Products to the Dealer. Such prerequisites shall help ensure customer satisfaction, consistent communication of MINI brand values, and product acceptance in the market. Dealer agrees that its failure to meet the prerequisites will delay the distribution of new MINI Products to Dealer until the prerequisites are met.

Supply of MINI Products to Dealer

(c) The MINI Division agrees to sell and deliver MINI Products to Dealer in accordance with this Agreement and the ability of the Dealer to store, display, sell, and service MINI Products, as reflected in its Dealer Operating Requirements Addendum. The MINI Division shall have no obligation to supply and Dealer shall not be entitled to receive MINI Products which exceed the Dealer’s ability to store, display, sell, or service MINI Products as evidenced by its Dealer Operating Requirements Addendum.

PARAGRAPH 10 — BASIC OBLIGATIONS OF DEALER

MINI Sales, Service, and Parts Supply

(a) Dealer assumes the responsibility for the promotion and sale of MINI Products, the supply of Original MINI Parts, and customer service for MINI Products.

Conduct of Business

(b) In the conduct of its business, Dealer will:

(1) Safeguard and promote the reputation of MINI Products, the trademarks of MINI, and the MINI brand;

(2) Help reintroduce the heritage-rich MINI brand in the United States after being absent from the country for more than thirty years;

(3) Refrain from negligent or willful conduct which may be harmful to the reputation or to the marketing of MINI Products or inconsistent with the public interest;

(4) Refrain from all deceptive, misleading, or unethical practices; and

(5) Comply with all applicable local, state, and federal laws.

Compliance with Dealer Operating Requirements and Standards for MINI Dealers

(c) Dealer, recognizing that its responsibilities under this Agreement demand the most effective use of its available facilities, capital, and personnel, agrees to comply with its Dealer Operating Requirements Addendum. Dealer shall review said Addendum with MINI Division representatives at the Retail Business Plan Review, satisfy outstanding obligations under its Improvement Addendum, if applicable, and comply with all reasonable standards established by the MINI Division from time to time relating to Dealer’s MINI Car Operations.

Issuance of Improvement Addendum

(d) The MINI Division will notify Dealer in writing if Dealer fails to comply with any obligation, responsibility, or requirement under the Dealer Agreement or the Dealer Operating Requirements Addendum (“Deficiency”).

(1) If Dealer fails to remedy the Deficiency following notice, the MINI Division will issue to Dealer an Improvement Addendum or amend an existing Improvement Addendum, listing the Deficiency(s) and providing Dealer a reasonable date by which the Dealer must satisfy the Deficiency(s).

(2) Should Dealer reasonably request an extension of time in writing to comply with an Improvement Addendum, a justified request for extension will not be unreasonably withheld; however, under no circumstances is the MINI Division obligated to grant more than two extensions.

(3) Dealer’s failure to satisfy the Deficiency(s) will jeopardize the Dealer’s ability to renew the Dealer Agreement and could subject Dealer to early termination of this Agreement.

(4) An Improvement Addendum will be canceled once Dealer remedies the Deficiency(s).

(5) An Improvement Addendum may be superseded by the MINI Division at any time to reflect a Dealer’s progress toward satisfaction of a Dealer’s Deficiency(s).

PARAGRAPH 11 — CUSTOMER SATISFACTION

Customer Satisfaction

(a) The MINI Division and Dealer agree to conduct their respective businesses in a manner that promotes and supports the image and reputation of MINI, MINI Products, the MINI Division, MINI Dealers, and the BMW Group. The MINI branding strategy, the price-value relationship of MINI Products, and excellent customer care are essential elements of image and reputation in all dealings and transactions with customers.

Dealer, as the direct link to the MINI customer, is responsible for satisfying customers in all matters, except those directly related to product design and manufacturing. Dealer will take all reasonable steps to ensure that each customer is satisfied with MINI Products and with the services and the practices of Dealer. Dealer will recommend to the MINI Division methods of reasonably satisfying customers. The MINI Division will support Dealer’s customer satisfaction efforts through counseling, training opportunities, and providing survey results.

When requested by the MINI Division, Dealer shall submit a plan detailing its customer satisfaction programs. That plan shall include continuous reinforcement to all Dealer personnel of the importance of customer satisfaction, necessary training for Dealer personnel, and methods of conveying to customers that the Dealer is committed to their satisfaction.

Following consultation with and notice from the MINI Division or its authorized representative, Dealer shall remedy, to the satisfaction of the MINI Division, any practice or method of operation which would have a detrimental effect upon customer satisfaction or would impair the reputation or image of MINI, MINI Products, the MINI Division, MINI Dealers, or the BMW Group.

PARAGRAPH 12 — GENERAL REQUIREMENTS FOR DEALER’S CAR OPERATIONS

Business Hours

(a) Throughout the term of this Agreement, the Dealer Facility shall be operated during, and for not less than, the customary business hours of the trade in the community or locality in which Dealer is located. When necessary to accommodate customers’ needs, however, Dealer shall extend its regular business hours.

Signs, Pylons, and Displays

(b) Subject to local requirements, Dealer agrees to display conspicuously at and around the Dealer Facility such MINI approved signs, pylons, and displays as the MINI Division shall reasonably require.

Dealer’s Corporate and Trade Name

(c) Dealer agrees that its corporate name and its trade name (also known as the Dealer’s dba) for its MINI Dealer Car Operations shall comply with all applicable MINI Division policies, procedures, programs, and guidelines related thereto.

Exclusive Ownership of MINI Trademarks and Non-Exclusive Trademark License

(d) Dealer acknowledges that the exclusive ownership, and the validity, of the MINI trademarks (including, without limitation, the MINI logo), both registered and at common law, resides within the BMW Group, and Dealer shall not contest the same during the term of the Agreement or at any time thereafter. Dealer further acknowledges that it is only pursuant to the nonexclusive trademark license granted herein that Dealer can use MINI trademarks or MINI trade names in connection with the sale of MINI Products and that Dealer has no other such license. Dealer further acknowledges that the MINI trademarks are famous and highly distinctive throughout the world, and that the MINI trademarks have achieved the highest degree of recognition within the automotive industry and other related industries throughout the world. Dealer and the MINI Division agree to cooperate with each other in preventing any acts of trademark infringement, dilution, or unfair competition with respect to any MINI trademark, but the BMW Group (or the MINI Division, as the BMW Group’s agent with respect to trademark matters) shall have sole control over all actions and legal proceedings to suppress infringement, dilution, or any act of unfair competition with respect to any MINI trademark. Dealer acknowledges, and shall not contest, the BMW Group’s right and authority to bring any action for infringement, dilution, or unfair competition with respect to any MINI trademark.

Use of MINI Trademarks by Dealer

(e) The MINI Division grants Dealer a non-exclusive license to use the MINI trademarks subject to the terms and conditions of this Agreement, including, but not limited to, the BMW Group and the MINI Division trademark policies and guidelines. Dealer agrees that it will use the trademarks solely in connection with the promotion and sale of MINI Products and consumer service for MINI Products only in such manner, at such location, to such extent, and for such purposes as the MINI Division may specify from time to time. No MINI trademark may be used except in the color, size, form, and style approved by the MINI Division. Moreover, without the express prior written consent of the MINI Division, Dealer shall not use any MINI trademark (including the letters “MINI”) as part of its corporate business name. Dealer shall promptly change or discontinue its use of any MINI trademark upon the MINI Division’s request. Dealer agrees that the sole source and origin of MINI Products is the MINI Division and the BMW Group. Dealer shall not use the MINI trademarks in any manner which may tend to cause a likelihood of confusion concerning the source or origin of MINI Products. Dealer shall not use the MINI trademarks in any manner which is likely to cause confusion among the public, deceive or mislead the public, or impair the goodwill of the MINI Division or MINI Products. Without the MINI Division’s prior written consent, Dealer shall not use MINI trademarks in connection with, or associated with, any other trademark or brand. In the event Dealer desires to utilize the MINI trademarks in any material, including signage or advertisements, which also contains reference to another line or automotive make, Dealer agrees to provide the MINI Division with thirty (30) days prior written notice of such use. The MINI Division shall have the sole discretion to grant or deny approval for such use of the MINI trademarks. Dealer acknowledges that the MINI Division shall be irreparably harmed by any breach by Dealer of any provision of this Agreement concerning the use of the MINI trademarks. Dealer acknowledges that the BMW Group or the MINI Division may, at their discretion, terminate this license or the MINI Division may terminate this Agreement for any violation of the BMW Group or the MINI Division trademark policies or guidelines or the breach of this provision or other related provisions in this Agreement. Dealer agrees to pay all costs, fees, and expenses, including attorneys fees, of the MINI Division associated with or arising from any legal claim or proceeding for the enforcement of any provision of this Agreement concerning the use of the MINI trademarks or the MINI brand.

The MINI Division agrees to provide Dealer with written notice and an opportunity to cure violations of trademark policies and guidelines, the infringement of MINI trademarks or trade names, and attempts to dilute MINI trademarks or the MINI brand. The length of the cure period will be based on the circumstances presented, but in no event will the cure period exceed thirty (30) days.

Dealer Web Sites and Internet Use

(f) Dealer and MINI Division both recognize the importance of e-commerce to the mutual benefit of MINI passenger car dealers, MINI passenger car customers, and the MINI Division. E-commerce shall be a core element of the MINI passenger car business model. Dealer shall maintain a world wide web site or otherwise maintain a presence and advertise on the Internet (and any other public computer networks that are developed and are acceptable to the MINI Division) in connection with the Dealer’s business. All such activities shall be in compliance with the law and any applicable MINI Division e-commerce standards or Internet or web site policies, including functionality policies, that exist or are subsequently developed. Among other purposes, the MINI Division will use its Internet web site(s) to provide sales leads to Dealers, to facilitate sales, and to facilitate the flow of MINI Product and sales information among the MINI Division, MINI Dealers, and consumers. Dealer shall be required to use a MINI Corporate Identity web-site template and future generations of the template that will be provided to it by the MINI Division. Dealer agrees to use the template to provide for the handling of sales leads and on-line sales by MINI passenger car dealers to retail customers. Dealer also agrees to include on its web sites information that the MINI Division requires in the manner and form selected by the MINI Division. Dealer further agrees to list a link on its web sites to http://www.MINIUSA.com . If Dealer is requested to provide a link to additional web sites by the MINI Division in writing, Dealer shall add such links to its web sites. Dealer also shall not add links to its MINI passenger car web sites for line-makes other than MINI passenger cars without the prior written consent of the MINI Division. Dealer agrees that it shall provide input to the MINI Division and any ecommerce work groups of MINI passenger car dealers on e-commerce initiatives that Dealer, a work group or groups, and/or the MINI Division believe should be considered for inclusion in the MINI business model.

Dealer shall not use any MINI trademarks on its web sites in a manner inconsistent with the terms of this Agreement, without the MINI Division’s prior written authorization, or in a manner that is not acceptable to the MINI Division. Furthermore, Dealer may not post MINI Division or BMW Group proprietary, confidential, or copyrighted material or information on its web sites without the prior written approval of the MINI Division or the BMW Group. In addition, Dealer agrees to obtain the MINI Division’s prior written approval for any Internet domain name Dealer may use or intend to use and/or home page address. Dealer also agrees that it shall not cybersquat on any unauthorized domain names including MINI trademarks or trade names. Finally, Dealer agrees that it shall be responsible for the activities and actions it undertakes on the Internet and at its web sites.

Sales of Certified Pre-Owned and Other Pre-Owned MINI Vehicles

(g) Dealer shall not use any MINI trademark in connection with the sale of certified or non-certified pre-owned MINIS unless the Dealer fully complies with all requirements of the MINI Division as to the standards, practices, and facilities for the sale of pre-owned MINIS under the MINI trademarks. Dealer agrees to adhere to the terms and conditions associated with the sales and service activities for certified pre-owned MINIS and to all policies, procedures, programs, and guidelines established and updated from time to time by the MINI Division for certified pre-owned MINIs. Furthermore, Dealer shall not certify any MINIS which do not meet the requirements for certification and shall not submit claims, information, or reports to the MINI Division identifying as certified, vehicles that do not meet certification requirements or vehicles that have not been certified.

Insurance

(h) Dealer shall maintain comprehensive and excess liability insurance policies in an amount sufficient to meet all reasonably anticipated contingencies, including legal judgments entered against Dealer. In no event shall the aggregate value of the policies be less than Five Million Dollars ($5,000,000.00). The policies must be issued by an insurance company with an “A-” or better rating by A.M. Best or a similar rating agency acceptable to the MINI Division. Dealer must provide the MINI Division with copies of such policies upon request and a certificate of insurance each time the policies are renewed.

Training

(i) Dealer agrees that its personnel will be trained in such special training courses as may be offered from time to time by the MINI Division. Dealer shall require its personnel to meet with the MINI Division personnel in the dealership or at other appropriate locations for the purposes of training and to use training materials as may be suggested from time to time by the MINI Division.

Advertising and Marketing

(j) Dealer agrees to advertise MINI Products and customer service for MINI Products in accordance with the standards set forth in Paragraph 10(b) and such other reasonable policies, standards, and guidelines as the MINI Division may establish from time to time. Such advertising shall include, among other things, listings in approved web sites and local classified telephone directories identifying Dealer as an authorized dealer in MINI Products.

Both the MINI Division and Dealer recognize the need of maintaining uniformly high standards of ethical advertising of a quality and dignity consistent with the reputation of MINI Products in order to maintain public confidence and respect in Dealer, the MINI Division, and MINI Products. Accordingly, Dealer agrees not to publish or cause to be published any advertising in any media whatsoever relating to MINI Products and customer service for MINI Products which is likely to deceive and/or mislead the public or to impair the goodwill or image of the MINI Division or MINI Products. The MINI Division reserves the right to require Dea