INTERNET MINIMUM ADVERTISED PRICE POLICY

Brady Corporation (“Brady”) has unilaterally adopted an Internet Minimum Advertised Price Policy (“MAPP”), which is applicable to all authorized Brady distributors and authorized Brady resellers in the United States, Mexico and Canada (“Authorized Partners”).  MAPP is intended to protect the Brady brand as a premium offering, preserve the opportunity for competitive reseller margins and avoid channel conflict between Authorized Partners.

Although Authorized Partners remain free to establish their own advertised and resale prices, Brady will, without assuming any liability, impose sanctions as described herein against Authorized Partners who advertise Brady products online at prices below 90% of MAPP.  MAPP pricing guidelines are consistent with the current Price List in existence between Brady and the Authorized Partners.  Brady will not discuss any conditions of acceptance related to the MAPP guidelines, as they are non-negotiable and will not be altered for any Authorized Partner.

This policy is applicable to all online advertised prices made by Authorized Partners advertising Brady branded products.  An online advertised price includes the price for a product shown on a web browser search; an Authorized Partner’s home page; content on a webpage within the Authorized Partner’s site or domain or, if the Authorized Partner is conducting e-commerce through a third party or subsidiary site or domain, content on a third party or subsidiary site or domain; or any other electronic media source, including Apps, social media forums and internet auctions. 

Value-add promotions on Brady products can be advertised without violating MAPP as long as the Brady product is advertised at or above MAPP guidelines.  Authorized Partners may not use shipping and handling incentives to circumvent MAPP.  Product promotions with a price below MAPP guidelines shall not violate this policy if they are advertised in conjunction with Brady approved promotional activities.    

In the event an Authorized Partner chooses not to follow MAPP, sanctions will be imposed by Brady in the following manner:

1. First Notification:  Brady will send the Authorized Partner a communication noting the MAPP violation and will be allowed 10 business days to fix the infraction without further sanction.
2. Second Notification:  In the event the Authorized Partner does not cure the infraction within 10 business days, then Brady will send the Authorized Partner a communication noting the MAPP violation and, after 10 additional business days, will demote the Authorized Partner to the next lower level of pricing discount.
3.  Third Notification:  In the event the Authorized Partner does not cure the infraction within 10 business days after the demotion to the next lower level of pricing discount, then Brady will send the Authorized Partner a communication noting the continued MAPP violation and, depending on the severity of the infraction, will either cancel the year-end growth rebate or terminate the distributor or reseller relationship.

Brady reserves the right at any time to modify, suspend, or discontinue the MAPP in whole or in part.  Subject to the gravity and nature of the infraction, Brady, at its discretion, may accelerate the sanction level.  All matters of interpretation and application of the terms of the MAPP shall remain within the sole discretion of Brady. 

Enforcement of the MAPP will commence on November 1, 2013.