manufacturer or distributor may not deny the dealer payment or benefits under the terms of that prior program, as it existed when the dealer began to perform under the prior program, for the balance of the ten-year term, regardless of whether the manufacturer’s or distributor’s program, standard, or policy has been revised or discontinued. (C) The provisions of this paragraph shall not prohibit a franchisor from: (i) Continuing any facility improvement program in effect on July 1, 2019, with more than one franchised dealer in the state; (ii) Providing lump sum or regularly scheduled payments to assist a franchised dealer in making a facility improvement, including construction, alteration or remodeling, or installing signage or a franchisor image element; or (iii) Providing compensation or reimbursement to a franchised dealer on reasonable, written terms for a portion of such franchised dealer’s costs of making a facility improvement, including construction; alteration or remodeling; the purchase of goods, building materials or services; or installing signage or a franchisor image element which are not paid on a per vehicle basis. (D) Nothing in this paragraph shall be constructed to permit a dealer to erect or maintain signs that do not conform to the manufacturer’s intellectual property rights, trademarks, or trade dress usage guidelines. (E) As used in this paragraph, the term “to substantially change, alter, or remodel” means to make an alteration that has a major impact on the architectural features, characteristics, or integrity of the structure or lot. Such term shall include the relocation or erection of freestanding signs, but shall not include routine maintenance, such as interior painting, reasonably necessary to keep a dealership facility in attractive condition; (10) (A) To purchase goods or services to make improvements to the dealer’s facilities form a vendor selected, identified, or designated by a manufacturer or one of its affiliates by program, incentive provision, or otherwise without making available to the dealer the option to obtain the goods or services of comparable grade, quality, and overall design, and the same or substantially the same materials and characteristics from a vendor chosen by the dealer and approved by the manufacturer; provided however, that such approval by the manufacturer shall not be unreasonably withheld, and the dealer’s option to select a vendor shall not be available if the manufacturer provides substantial reimbursement for the goods or services offered. (B) If signs, other than signs containing the manufacturer’s brand or logo or freestanding signs that are not directly attached to a building, or other franchisor image or design elements or trade dress are to be leased to the dealer by a vendor selected, identified, or designated by the manufacturer, such dealer has the right to purchase the signs or other franchisor image or design elements or trade dress of comparable grade, quality, and overall design, and the same or substantially the same material and characteristics from a vendor selected by the dealer if such signs, franchisor image or design elements, or trade dress are approved by the manufacturer. Approval by the manufacturer shall not be unreasonably withheld. (C) Nothing in the paragraph shall be constructed to allow a dealer or vendor to impair, infringe upon, or eliminate, directly or indirectly, the intellectual property rights of the manufacturer including, but not limited to, the manufacturer’s intellectual property rights in any trademarks or trade dress, or other intellectual property interests owned or controlled by the manufacturer. (D) As used in this paragraph, the term: (i) ”Goods” shall not include movable displays, brochures and promotional materials containing material subject to the intellectual property rights of a manufacturer, including copyright, trademark, or trade dress rights or any manufacturer’s design or architectural review service. (ii) ”Substantial reimbursement” means an amount equal to or greater than the cost savings that would result if the dealer were to utilize a vendor WWW.GADA.COM | 73
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