Beacon Customer Incentive Program

Additional Terms and Conditions

TERMINATION

Customer may terminate this Agreement without cause with ten (10) days’ notice to Beacon. Beacon may terminate this Agreement upon written notice if Customer fails to pay invoices when due or fails to comply with Beacon’s Terms and Conditions of Sale. Either party may terminate this Agreement upon written notice to the other party if that party has not otherwise performed or complied with the terms of this Agreement or becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it, proceedings relating to bankruptcy receivership, reorganization, or assignment for the benefit of creditors.

CONFIDENTIALITY

The existence and terms and conditions of this Rebate Program are confidential and shall not be divulged by Customer to any other party unless required by law. If an unauthorized disclosure occurs, the current Rebate may be forfeited.

ASSIGNMENT

Neither party may assign or transfer this Agreement without the prior written consent of the other party. Any purported assignment or transfer shall be null and void.

CHOICE OF LAW AND DISPUTE RESOLUTION

This Agreement and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the Commonwealth of Virginia without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Virginia. The parties agree that before instituting any legal action relating to the rights and obligations of this Agreement, the parties will attempt to resolve such dispute through nonbinding mediation. If the dispute cannot be resolved through nonbinding mediation, the parties agree to litigate such dispute in a court of competent jurisdiction sitting in Fairfax County, VA. The parties specifically agree to waive any right to a jury trial. The prevailing party shall be entitled to payment of its reasonable attorneys’ fees and costs of litigation.

AMMENDMENTS

No amendment or modification of this Agreement shall be effective unless it is in writing and signed by an authorized representative of both parties.

WAIVER

No waiver of any provision of this Agreement shall be effective unless explicitly set forth in writing and signed by an authorized representative of the waiving party. No failure to exercise, or delay in exercising, any rights or remedies set forth in this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other for further exercise thereof or the exercise of any other right or remedy.

RELATIONSHIP OF THE PARTIES

The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed to as creating any agency, partnership, business opportunity, or other form of fiduciary relationship between the parties. No relationship of exclusivity shall be construed from this Agreement.