This DEALER AGREEMENT (the “Agreement”)
is entered into this ____ day of ________________, 20___ (the “Effective
Date”), by and between FLUENT CONVEYORS LLC, a Colorado limited liability
company (“Fluent”) whose address is 383 Corona Street, Denver, Colorado 80218,
and ______________________________________, a _______________(“Dealer”) whose
address is ___________________. Fluent
and Dealer are each a “Party” and collectively constitute “the Parties.”
WHEREAS, Fluent is a conveyor designer and engineering firm;
WHEREAS, Dealer desires to market and sell the
products designed by Fluent subject to the terms and conditions of this
Fluent desires that Dealer market and sell the products designed by Fluent
subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in
consideration of the foregoing premises and the covenants and agreements
hereinafter set forth, the Parties hereto, intending to be legally bound,
hereby agree as follows:
Appointment. Subject to the terms and conditions herein
and for the term of this Agreement, Fluent hereby appoints Dealer as a
nonexclusive independent dealer of the Products and Dealer hereby accepts such
appointment. As used herein the term "Products" means the conveyor
products and equipment designed, but not manufactured, by Fluent and sold under
the “Fluent” trade name. Fluent reserves
the right to change or discontinue any of the Products at any time.
Non-Exclusivity. Dealer hereby acknowledges that the
appointment under this Agreement is non-exclusive. Fluent reserves the right to appoint
additional dealers, sales representatives and agents in connection with the
sale of Products; Fluent reserves the right, at any time, to sell Products
Purchaser Status. Dealer
is an independent purchaser and seller of Products. Dealer shall not be
considered an agent, employee, partner or legal representative of Fluent for
any purpose. Dealer shall be responsible for all of its own costs, expenses,
tax obligations and employees.
shall not appoint any third party to perform any of Dealer’s obligations under
this Agreement without the express prior written consent of Fluent, which
consent may be withheld in Fluent’s sole and absolute discretion. Third parties
engaged by Dealer to perform any installation of a Product shall not require
Fluent’s prior written approval, provided however that Dealer shall be solely
responsible for any liability, damages or otherwise incurred in connection with
such installation services, as further described in Section 3.5 below,
Sales Policy. Dealer
agrees not to sell any Product over the Internet or any interactive electronic
network without prior written approval from Fluent. Fluent reserves the right
in Fluent's sole discretion to approve or disapprove of the sale by Dealer of
the Products over the Internet or any interactive electronic network.
Notwithstanding the foregoing, Dealer can advertise on Dealer’s Internet
website that it is a Fluent Dealer for so long as this Agreement is in effect.
TERMS OF SALE
General. Subject to the terms and conditions of
this Section 2, Fluent agrees to design and to sell to Dealer such quantities
of Products as Dealer shall order from Fluent at the prices and subject to the
terms set forth in this Agreement.
However, Fluent reserves the right to refuse to make available to sell
to Dealer its Products should Dealer fail to pay Fluent according to the terms
set forth herein, fail to meet any other terms of this Agreement, or for any
other reasonable basis.
All orders for Products shall be made by
Dealer's written purchase orders, signed by a duly authorized employee of the
Dealer and sent to Fluent and shall be subject to all of the terms and
conditions set forth in this Agreement and in Fluent's then-current Customer
Terms (as described below) and invoice which are incorporated herein by
reference. By placing each order
hereunder, Dealer confirms its agreement with and acceptance of all such terms
and conditions. In the event of any discrepancy between the terms and
conditions set forth in this Agreement and any additional or different terms or
conditions contained in any purchase order or other communication from Dealer,
the provisions contained in this Agreement and/or in Fluent's then current Customer
Terms and invoice shall prevail and any such additional or different terms or
conditions shall be void and of no effect. No order for any Products shall be
binding on Fluent unless accepted in writing by a duly authorized employee of
Fluent’s Customer Terms and Conditions. Upon
each and every sale of a Product by Dealer to any third party customer, Dealer
shall include in its written purchase orders a copy of Fluent’s Customer Terms
and Conditions (“Customer Terms”), which is located at https://fluentconveyors.com/customer-terms-and-conditions
and is incorporated herein by reference, and which must be
signed by the customer and Dealer as a condition precedent to any such sale.
Failure by Dealer to receive a fully executed copy of the Customer Terms upon
each sale shall be deemed a material breach of this agreement.
Prices. Fluent and Dealer shall mutually agree in
writing upon the price of Products Fluent will sell to Dealer via the Purchase
Order duly confirmed by Fluent. Dealer
shall also inform Fluent in writing of the price of any Products designed by
Fluent that Dealer will sell to any customer or third party prior to finalizing
the price of Products Fluent will sell to Dealer. Shipping costs are not included in the price
of Products and shall be billed separately after Products have been shipped to
Dealer. Dealer shall be solely liable
for all shipping costs associated with the Products.
Freight. Freight charges will be included as a budgeted line item in any
purchase order. Freight charges added to an invoice may include an amount
greater than the freight charges paid to the carrier for handling and
administrative expenses, and are not subject
to discounts. If the cost of freight
increases between the time Dealer has submitted a purchase order and the
shipping date, Dealer shall be responsible for the increase of such costs,
which will be added as an overage to the invoice. In the alternative, in the event of a freight
increase, Dealer may request in writing a credit for the original budgeted
freight costs, and Dealer shall be responsible for scheduling its own freight.
Payment. Dealer shall
make payment for the Products based on agreed upon terms with Fluent. Any
amount owed to Fluent which is not paid when due shall bear interest at the
rate of 1.5% per month (but no more than the highest rate permitted by
applicable law). Dealer shall reimburse Fluent for all costs and expenses
(including, without limitation, reasonable attorney’s fees) incurred by Fluent
in collecting any payment owed to Fluent hereunder.
Except as otherwise stated in Fluent's order confirmation, all Products shall
be shipped ground freight FOB the manufacturing facility utilized by Fluent.
Fluent will not drop-ship to individual end users unless otherwise stated in
the Purchase Order. Exceptions in special situations may be allowed at the sole
and absolute discretion of Fluent and must be requested by Dealer in writing.
Notwithstanding Section 2.4 hereof, title to the goods shall remain with
Fluent until receipt of the full payment of the purchase price from the Dealer.
To the extent legal title to the goods shall be deemed by law to pass to Dealer
at the time of delivery and prior to performance of all of Dealer’s obligations
hereunder, equitable title shall remain in Fluent until payment in full of the
purchase price, and Dealer shall grant, and by acceptance of the goods shall be
deemed to have granted, to Fluent a first security interest in all goods to
secure payment of the purchase price and other amounts owing by Dealer and
performance of all of Dealer’s obligations to Fluent. Fluent may reclaim any
goods delivered to Dealer or in transit if Dealer shall fail to make payments
when due. Subject to the provisions of
this Agreement and pursuant to the provisions of the Uniform Commercial Code in
effect in the state(s) in which Dealer is organized and operates, for the
purposes of securing payment by Dealer to Fluent under this Agreement, Dealer
hereby grants to Fluent a security interest in the “Dealer Collateral”, defined
below. For the purposes of this
Agreement, the term “Dealer Collateral” shall mean: All personal property in which Dealer now or
hereafter owns or acquires any interest or right, together with all present and
future attachments, accessions, replacements, substitutions, additions and
renovations thereto or therefor, and together with all products and proceeds
thereof, including, without limitation, all insurance proceeds from any policy
of insurance covering any of the foregoing property now or hereafter acquired
by Dealer. The term “Dealer Collateral”
shall include, without limitation, all of Dealer’s right, title and interest in
its cash, cash equivalents, accounts receivable, intangible assets, inventory,
equipment, supplies and fixtures. Dealer
acknowledges and agrees that Fluent shall have the right to file a UCC-1
Financing Statement with the applicable Secretaries of State to perfect the
interests of Fluent in the Dealer Collateral or its proceeds.
Warranty. All sales to
Dealer shall be subject to Fluent's standard Limited Warranty in effect at the
time of shipment, as defined below. The
Limited Warranty is available at https://fluentconveyors.com/warranty-coverage.
Disclaimer of Warranties and Limitation of
THE REMEDIES SET FORTH IN THE AGREEMENT ARE DEALER’S
SOLE AND EXCLUSIVE REMEDIES FOR ANY FAILURE OF FLUENT TO COMPLY WITH ITS
OBLIGATIONS UNDER THIS AGREEMENT. FLUENT MAKES NO OTHER WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, AND FLUENT DISCLAIMS ALL OTHER WARRANTIES WHATSOEVER,
INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL FLUENT BE LIABLE FOR
INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING BUT
NOT LIMITED TO ANY LOSS OF USE OR UNDER-UTILIZATION OF LABOR OR FACILITIES,
LOSS OF REVENUE OR ANTICIPATED PROFITS, LOST DATA, OR COSTS OF PROCUREMENT OF
SUBSTITUTE GOODS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT,
OR OTHERWISE, EVEN IF FLUENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
OR FOR TRANSPORTATION OR OTHER EXPENSES THAT MAY ARISE IN CONNECTION WITH SUCH
EXCEPT FOR DEATH OR BODILY INJURY RESULTING
FROM FLUENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, FLUENT’S TOTAL LIABILITY
FOR ALL CLAIMS ARISING OUT OF, OR RELATING TO, THE PRODUCTS OR THIS AGREEMENT
WILL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL
PURCHASE PRICE FOR THE PRODUCTS GIVING RISE TO THE CLAIM.
Any credits, allowances or other amounts payable or creditable by Fluent
to Dealer shall be subject to offset for any claims or other amounts owed by
Dealer to Fluent.
Qualification. At all times during this Agreement, Dealer
shall have all requisite corporate or limited liability, as the case may be,
power and authority to own, lease and operate its properties and to carry on
its business as now being conducted, and Dealer is duly qualified or licensed
to do business, and is in good standing or full force and effect, as the case
may be, in each jurisdiction in which the character or location of the property
owned, leased or operated by it or the nature of the business conducted by it
makes such qualification necessary.
Dealer shall possess commercial premises to conduct dealership related
activities, and possess current general and premises liability insurance
policies. Dealer represents and warrants
to Fluent that it has all of the appropriate licenses, training, and experience
necessary to perform the installation and customer service contemplated by this
Agreement in a safe and legal manner.
Premises. At all times during the life of this
Agreement, Dealer shall be in possession of commercial premises whereby it can
conduct the activities contemplated by this Agreement.
Insurance. So long as this Agreement is in effect,
Dealer will obtain and maintain a comprehensive general liability insurance
policy (including products liability coverage) with a financially sound and
reputable insurer which is sufficient to adequately protect against the risks
associated with its activities under this Agreement, including the risks which
might possibly arise in connection with the transactions contemplated by this
Agreement, and including without limitation, products liability insurance, with
minimum coverage amounts of $1,000,000 per occurrence and $2,000,000 in the
aggregate. Dealer agrees to provide
Fluent a certificate of such insurance upon request. Dealer shall have Fluent
named as an additional insured on all insurance policies.
Advertising. Although Dealer is not required to use
Fluent’s marketing materials, Dealer will advertise and/or promote Products in
a commercially reasonable manner and will transmit as reasonably necessary
product information and promotional materials to its customers, subject to any
Non-Disclosure Agreement Dealer signed with Fluent. All promotional material shall be delivered
to Fluent for its approval, which approval will not be unreasonably withheld,
prior to distribution to customers, potential customers or other third parties. Dealer will not pursue advertising or promotional
activities that portray Fluent Products in a way that is inconsistent with or
contrary to the advertising and promotional standards of Fluent.
represents and warrants that (i) it has or will have and maintain qualified
staff and necessary equipment, or (ii) it will engage third party service
providers who have or will have and maintain qualified staff and necessary
equipment, for the purpose of providing adequate installation and maintenance
services to its customers for Products.
Fluent is not responsible for installation and regular servicing of
Products. Dealers will be solely
responsible and liable for obtaining and maintaining services to its customers
for any and all Products sold to Dealer by Fluent, whether such installation
and maintenance services are performed by Dealer or its third-party service
providers. Dealer shall, at its sole
cost and expense, obtain and maintain a full understanding of the Fluent
installation requirements and will be fully responsible for executing these
guidelines. Fluent will not honor the
Limited Warranty as a result of faulty installation and/or maintenance. For avoidance of doubt, Dealer is responsible
for its obligations under this Paragraph in the event it subcontracts
installation and/or maintenance obligations out to a third party.
shall be solely responsible, at is sole cost and expense, for post-sale
customer services pursuant to the guidelines of Fluent and shall not pass such
services or costs on to Fluent, except such service or costs expressly covered
under the Limited Warranty as set forth in this Agreement.
with Law. Dealer shall comply fully with all laws, statutes,
ordinances, and regulations of the United States of America and applicable
state and local laws that may be applicable to the sale and installation of
Products by Dealer.
and Pickup. Fluent shall
coordinate with Dealer the shipping of Products pursuant to approved Dealer
purchase order(s) (“Purchase Order”).
CONFIDENTIALITY AND PROPRIETARY RIGHTS
Dealer acknowledges that it has entered into a Non-Disclosure Agreement dated
________________________ with Fluent (the “NDA”) and all terms thereof remain
in full force and effect. “Confidential
Information” is defined therein.
of Confidential Information. Dealer
shall not use the Confidential Information for any purpose other than as
provided in the NDA and in order to perform its obligations under this
Agreement. Dealer shall not copy or reverse- engineer any Products.
Trademarks and Trade Names. All Products sold pursuant to this Agreement
shall bear Fluent's trademarks, including logos and trade names. Dealer shall
not remove, conceal or alter any such trademarks or add any additional
trademarks without Fluent’s prior written consent. Dealer acknowledges and agrees that this
Agreement gives Dealer no rights in Fluent’s trademarks. Fluent grants Dealer a
limited, non-exclusive license during the term of this Agreement to reproduce
Fluent's trademarks in advertisements and other promotional materials relating
to the Products, consistent with Section 3.4 hereof and in accordance with such
standards for use of its trademarks as may be established from time to time by
Fluent. Such license shall expire immediately upon the expiration or
termination of this Agreement. All
goodwill arising from Dealer's use of Fluent's trademarks shall inure solely to
the benefit of Fluent. All advertisements and other promotional materials using
Fluent's trademarks that are prepared by Dealer shall include an appropriate
notice indicating that such trademarks are the property of Fluent. Dealer shall not use Fluent's trademarks or
name as part of its corporate or business name, provided that Dealer may
identify itself as an authorized dealer of Fluent, only for the duration of
this Agreement. Dealer shall not register any of Fluent’s trademarks or any
mark or name closely resembling them.
agrees that damages may be an inadequate remedy to protect Fluent against any
breach by Dealer of the provisions of Section 5 of this Agreement. Accordingly,
Fluent shall be entitled to the granting of injunctive relief by a court of
competent jurisdiction against any action by Dealer that constitutes a breach
of this Section 5.
TERM AND TERMINATION
Term. The initial term of this Agreement is one (1)
year. Thereafter the Agreement will automatically renew for successive one (1)
year terms, unless it is earlier terminated in accordance with the terms of
Either Party may terminate this Agreement, with
or without cause, by giving thirty (30) days written notice to the other Party.
Either Party may immediately terminate this
Agreement with written notice if the other Party ceases to conduct business in
the normal course, becomes insolvent, makes general assignment for the benefits
of creditors, suffers or permits the appointment of a receiver for its business
or assets, or avails itself of or becomes subject to any proceeding under any
Bankruptcy Act or any other federal or state statue relating to insolvency or
the protection of rights of creditors.
of Parties on Expiration or Termination. The following provisions shall apply on the
expiration or termination of this Agreement:
Dealer shall cease all sales activities
relating to the Products and shall return to Fluent all sales literature
supplied by Fluent and all Confidential Information which is then in Dealer’s
possession or control.
All amounts due and owing by Dealer to Fluent
shall become immediately due and payable and Fluent shall be entitled to
reimbursement of attorney’s fees that it may incur in collecting such
Dealer shall cease all use of any trademarks or
designs owned by Fluent;
The expiration or termination of this Agreement
shall not release Dealer from the payment of any sums then owing to Fluent or
from any other obligations herein provided to be performed after such
expiration or termination of this Agreement;
Upon termination of this Agreement, Fluent may,
at its option, by written notice to the Dealer, cancel any orders in full or in
part. If Fluent should continue to
fulfil an order described in a Purchase Order after the termination of this
Agreement, such sales shall be subject to the terms and conditions hereof, and
such additional sales by Fluent shall not constitute a renewal of this
shall indemnify and hold harmless Fluent and its members, managers, officers,
directors, agents, employees successors and assigns from and against any and
all claims, actions, damages, demands, liabilities, costs and expenses,
including but not limited to attorney’s fees and expenses, arising out of or
resulting from Dealer’s breach of any of the terms of this Agreement or the
installation, operation or any other use of Fluent’s Products, including, but
not limited to, those claims, actions, demands, liabilities, costs and
expenses, and attorney’s fees and expenses derived, based upon or that result
from property damage, personal injury or death. Fluent is designing Products
with the understanding that Dealer has the appropriate licenses, training and
experience and insurance to perform installation and customer service safely
and legally. Fluent accepts no responsibility in the event of any property
damage, injury, or death occurs to users, installers of Fluent Products, or any
other third party, at any time.
to Defend. Dealer shall
defend any claim under this Section 7 at its sole expense provided that Dealer:
(i) is timely notified after Fluent receives notice of such claim; (ii) is
solely in charge of the defense (with counsel reasonably satisfactory to
Fluent) of and any settlement negotiations with respect to such claim; and
(iii) receives Fluent's reasonable cooperation, at Dealer’s expense, in the
defense or settlement of such claim.
Notwithstanding the foregoing, Dealer shall not agree to a settlement of
any claim which (x) provides for any relief other than the payment of monetary
damages, (y) does not include as an unconditional term thereof the giving by
the third party to Fluent a complete release from all liability in respect of
such claim, or (z) may reasonably be expected to have a material adverse effect
on Fluent, in each case without Fluent’s prior written consent, which consent
shall not be unreasonably withheld or delayed.
Notices. Any notice which either Party may desire to
give the other Party must be in writing and may be given by (i) personal
delivery to an officer of the Party, (ii) by mailing the same by registered or
certified mail, return receipt requested, to the Party whom the notice is
directed at the address of such Party as set forth in this Agreement, or such
address as the Parties may hereinafter designate.
Law and Jurisdiction. This
Agreement and its effect on the rights and duties of the Parties hereto shall
be governed by and enforced in accordance with the laws of Colorado,
irrespective of any choice of law considerations to the contrary. Subject to Section 8.13 hereof, each Party
hereto agrees that the other Party may institute any action against it in any
state court of competent jurisdiction located in the City of Denver, State of
Colorado, or in any Federal Court of competent jurisdiction located in the
District of Colorado and irrevocably submits to jurisdiction of such courts and
waives any objection it may have to either the jurisdiction of or venue in such
Cooperation. Each Party agrees to execute and deliver such
further documents and to cooperate as may be necessary to implement and give
effect to the provisions contained herein.
to Enforce. The failure
of Fluent to enforce one or more of the terms or conditions of this Agreement
shall not be a waiver of such terms or conditions or of Fluent’s right
thereafter to enforce each and every term and condition of this Agreement.
Counterparts. This Agreement may be executed in several
counterparts, each of which when so executed will be deemed to be an original
and all of which will together constitute one and the same agreement. Copies of
executed counterparts transmitted by facsimile, e-mail or other electronic
transmission service shall be considered original executed counterparts,
provided receipt of such counterparts is confirmed.
of all Exhibits Each
and every exhibit referred to herein and attached hereto is hereby incorporated
herein by reference as if set forth herein in full.
Severability. If any provision of this Agreement is held or
determined to be illegal, invalid or unenforceable under any present or future
legal requirement, and if there shall be no material adverse effect with
respect to the rights or obligations of any Party under this Agreement in
connection therewith: (a) such provision will be fully severable; (b) this
Agreement will be construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part of this Agreement; (c) the remaining
provisions of this Agreement will remain in full force and effect and will not
be affected by the illegal, invalid or unenforceable provision or by its
severance from this Agreement; and (d) in lieu of such illegal, invalid or
unenforceable provision, there will be added automatically as a part of this
Agreement a legal, valid and enforceable provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible.
Agreement shall be binding upon and shall inure to the benefit of the Parties
hereto, and their respective representatives, successors and permitted
assigns. This Agreement shall not be
assignable by either Party, without the express written consent of the other
Party, which consent shall not be unreasonably withheld.
Entirety. Other than the NDA, which remains in full
force and effect, the terms and provisions of this Agreement (including the
Terms and Conditions and Limited Warranty incorporated hererin) constitute the
entire agreement between the Parties and there are no collateral agreements or
representations or warranties other than as expressly set forth or referred to
in this Agreement. This Agreement supersedes any other agreement, whether
written or oral, that may have been made or entered into by any Party to this
Agreement (or by any manager, member, director, officer, partner or
representative thereof) relating to the matters contemplated by this Agreement.
Fees. Subject to the terms of this
Agreement, in the event either Party takes legal action to enforce any right
under this Agreement, the prevailing Party shall be entitled to recover all
reasonable costs, including attorney fees and expert witness fees.
Remedies. No remedy conferred by any of the specific
provisions of this Agreement is intended to be exclusive of any other remedy
and each remedy will be cumulative and will be in addition to every other
remedy given hereunder or hereafter existing at Law or in equity or by statute
or otherwise. The election of any one or
more remedies will not constitute a waiver of the right to pursue other
Non-Disparagement. The Parties will not make any false or
defamatory statements regarding each other or their businesses. Specifically, the Parties will not interfere
with each other’s prospective business relationships by making disparaging
statements about each other or their officers, employees, attorneys, and
representatives. Further, it is
expressly understood and agreed that this non-disparagement provision is an
essential provision of this Agreement.
As such, a breach of this non-disparagement provision will be deemed a
material breach of this Agreement.
Mediation/Arbitration. In the event of any controversy or claim
arising out of or relating to this Agreement, or the breach thereof, the
Parties shall first attempt to settle the dispute by informal mediation between
the executives and/or officers of the Parties and their respective legal
counsel. If settlement is not reached
via informal mediation, any unresolved controversy or claim shall be settled by
arbitration administered by JAMS, Inc. (or other mediation and arbitration
service by mutual written agreement of the Parties) under its Comprehensive
Arbitration Rules & Procedures (or those of another mutually-agreed upon
mediation and arbitration service, as applicable). The number of arbitrators shall be one, to be
selected according to the JAMS Rules & Procedures (or those of another
mutually-agreed upon mediation and arbitration service, as applicable). The place of arbitrations shall be Denver,
Colorado. Judgment on the award rendered
by the arbitrator may be entered in any court having jurisdiction thereof. The cost of the
arbitration proceeding and any proceeding in court to confirm or to vacate any
arbitration award, as applicable (including, without limitation, reasonable
attorneys’ fees and costs), shall be borne by the unsuccessful party, as
determined by the arbitrator and/or court, and shall be awarded as part of the
arbitrator’s award and/or judgment. Nothing in this Section 8.13 will be deemed as
prohibiting a Party from seeking an injunctive relief or other similar
protective order. This Section shall
survive the termination or cancellation of this Agreement.
Party shall be in default hereunder by reason of any failure or delay in the
performance of any obligation under this Agreement (other than an obligation to
make payments in accordance with this Agreement) where such failure or delay
arises out of any cause beyond the reasonable control and without the fault or
negligence of such Party. Such causes shall include, without limitation,
storms, floods, other acts of nature, fires, explosions, riots, war or civil
disturbance, strikes and other labor disputes, embargoes, export control laws,
delays in transportation and inability to obtain labor, supplies or
manufacturing facilities. In the event that any force majeure event shall prevent
Fluent from being able to supply Products to all its customers Fluent shall be
entitled to allocate its available supply of Products among its customers in
such proportions as Fluent, in its sole discretion, shall deem appropriate.
Authorization. The undersigned Parties are authorized to
enter into this Agreement.
limited liability company