In order to maintain and to further enhance the long-term strength and equity of the PROTEX® brand name and help sellers of PROTEX® engage in advertising that best conveys to customers the value of PROTEX® products, PROTEX Products LLC. (“PROTEX®”) is implementing a Unilateral Minimum Advertised Price (“UMAP”) for its products that are sold in the United States, effective January 15, 2014.

The UMAP is PROTEX® Products’ “Suggested Contractor Price” as set forth in the current PROTEX® UMAP Price List (see your Account Executive for the current UMAP price list) and all advertising of PROTEX® products must include the PROTEXTM name and a price consistent with the UMAP Policy.

PROTEX® Distributors, Dealers, Retailers (including, but not limited to, Catalog and Internet Retailers), Businesses or Individual(s) selling PROTEX® products (collectively, “Sellers”) shall not advertise PROTEX® products at prices less than those established by the UMAP.

Under the UMAP Policy, PROTEX® reserves the right to examine any PROTEX® product being advertised for compliance with the UMAP Policy. Any seller of PROTEX® products who violates the UMAP policy will have 48-hours from the notice, in writing, of the violation to correct the advertised pricing for the product(s) that is not in compliance. Continued non-compliance or violation of the UMAP Policy after the 48-hour cure period will result in the suspension of all shipments of such product(s) to the seller for a period of six (6) months. For any subsequent violation of this UMAP Policy by the same seller in which the violation is not cured after the notice and 48-hour cure period, the seller will no longer be authorized to purchase PROTEX® products; PROTEX® will discontinue all sales and shipments of PROTEX® products to the seller and seller shall be prohibited from further use of PROTEX® registered trademarks.

This UMAP Policy applies to all related terms, such as, but not limited to, quantity and bundling offers, discounts or percentages off, free product, rebates, sale and / or discount pricing structures for existing or future purchases.

For purposes of this UMAP Policy, “advertising” is defined as any and all advertisements in any and all media including, but not limited to, inserts, newspapers, magazines, catalogs, public signage, billboards, flyers, posters, coupons, brochures other print media, television, radio, email, Internet websites, including any use of hypertext transfer protocol or internal links to a web-based shopping cart, other electronic media and ecommerce.

The UMAP Policy does not cover point-of-sale signs, stickers, hangtags, or bar codes and similar markings on products or product packaging which merely states the “Manufacturer’s Suggested Retail Prices” (MSRP) at which PROTEX® products may be purchased.

Finally, and most importantly, the PROTEX® UMAP Policy does not apply in any way to Seller’s actual selling prices; the retail and / or actual sales prices for any and all PROTEXTM products remain wholly within the Seller’s discretion.

This Policy is being established by PROTEX® unilaterally and therefore is not subject to negotiation. PROTEX® does not seek, nor will it accept, any agreement or assent from Sellers respecting the UMAP Policy, either now or at any future time. PROTEX® reserves the right at any time and for any reason to modify this Policy, to establish new or different policies or to discontinue any or all of such policies. This Policy shall remain in effect until modified or terminated by PROTEX®. PROTEX® believes that its Policy is clear and unambiguous. Should you have any questions regarding the Policy, however, please direct them only to umap@protex-products.com or call 855.PROTEX.1 and ask to speak with the UMAP Policy Manager.