APPLICATION FOR APPROVAL AS AN INTERNATIONAL CONSULTANT OR SALES REPRESENTATIVE Exhibit B 1. Name: (Full legal name of the business entity or individual applying to become an international consultant or sales representative ("Applicant")): 2. Applicant's Contact Information: Contact's Job Title: Mailing Address: GSM: Fax: Website: IF APPLICANT IS A BUSINESS ENTITY, ANSWER QUESTIONS 3-8 BELOW. 3. Organization: Applicant is a (check one of the following): Corporation Partnership LLC Other Type of Business Entity (Please Describe) 4. Provide the date and place of incorporation or organization (if applicable, provide registration number). 5. Identity of Applicant's owners/shareholders: Please list all individuals who are owners or shareholders of Applicant: Owner/Shareholder Name Percentage Interest In Applicant Country of Citizenship and Residency Please attach to your completed application a resume/curriculum vitae (CV) summarizing the work history of each person listed in 5 above whose percentage interest in applicant is 30% or greater. Revised April 2014 Exhibit B 1 of 7
(c) Please list all business entities that are owners or shareholders of Applicant: Owner/Shareholder Name Percentage Interest In Applicant Principal Place of Business te: If a business entity holds a 50% or greater ownership interest in Applicant, please identify all business entities and/or individuals that are owners or shareholders of that business entity. Please attach a curriculum vitae/resume (CV) for each individual owning a 30% or greater interest in any entity owning a 50% or greater interest in Applicant. 6. Please list all members of Applicant's Board of Directors or similar body: Director Name Time in Position 7. Identity of principal officers and Certain Other Employees: Please identify the Applicant s Chief Executive Officer (CEO), President, Senior sales official and any other personnel who will be involved in the proposed relationship with FLIR: Name Position Held Time in Position Please attach to your completed application a resume/curriculum vita (CV) summarizing the work history of each person listed in 7 above. Revised April 2014 Exhibit B 2 of 7
8. Financial Statements. Please attach balance sheets from Applicant's annual financial statements (audited, if available) for the most recent three (3) years. te: FLIR will keep all financial information provided by Applicant confidential and will use such information solely for the purpose of evaluating and confirming Applicant's status as a bona fide, viable business entity. IF APPLICANT IS AN INDIVIDUAL, ANSWER QUESTIONS 9-11 BELOW: 9. Country of Applicant's citizenship: 10. Country of Applicant's residence: 11. Please attach to your completed application a resume/curriculum vitae (CV) summarizing the work history of Applicant. ALL APPLICANTS: PLEASE ANSWER THE FOLLOWING QUESTIONS: 12. Number of years that Applicant has been in the business of representing other firms, whether as a consultant or sales representative (check one of the following): 1 year or less Fewer than 5 years More than 5 years 13. Has Applicant ever done business with any other FLIR division or business segment? If so, list the FLIR division or business segment, the year and your FLIR contact(s) below: 14. Describe the Applicant s qualifications including specific experience and expertise to act as a consultant or sales representative for FLIR: 15. To the extent applicable, answer the questions below regarding ownership interest(s) of Applicant in other businesses: List all business entities, including any subsidiaries of Applicant, in which Applicant or any of Applicant's owners or principal shareholders have an ownership interest: Have any of Applicant's subsidiaries or affiliates ever done business with any division or business segment of FLIR? If so, please list the Applicant's subsidiary or affiliate, the FLIR division or business segment and the individual who was Applicant s FLIR contact below. 16. Identify the territory or territories in which Applicant proposes to represent FLIR: 17. Current representation/business references: Identify at least two business entities that Applicant currently represents, and describe the type of representation (such as sales representative, distributor or consultant). Provide an email address and phone number for a person who may be contacted by FLIR for reference purposes. Revised April 2014 Exhibit B 3 of 7
If Applicant currently represents no other business entities, please provide the information set forth in 17 above with respect to at least two (2) companies previously represented by Applicant, and, if Applicant has not previously represented any other companies, please provide an email address and phone number for at least two (2) business references that can comment on Applicant's background, capabilities and business reputation. An appropriate reference for purposes of this application is a person or entity for which Applicant is currently performing or has performed services comparable to those that will be performed for FLIR in the event this application is approved. Please do not include as a reference any party that Applicant has paid to provide products or services. Please make sure to contact all references in advance to let them know that FLIR may be contacting them via email. 18. Bank Account: Applicant requests that FLIR make all payments to the following bank account: Name of Bank: Address: Phone Number: Account Number: (c) Applicant certifies that the bank named above will be the final destination of any funds paid by FLIR., Applicant so certifies. Generally, FLIR payments will be made only to a bank in the territory where the representation takes place. If the bank account listed above is not located in the territory, please explain below. FLIR reserves the right to approve the location of any bank to which FLIR will make payments. 19. Public Officials: Is Applicant or any of Applicant's relatives a current or former government official, military official, political party official, candidate for political office, or (if applicable) a member of the royal, ruling or sovereign family in the country where the proposed representation will take place? If the answer to this question is "", please identify the person who is or was a government official, etc., (Applicant or a relative), state the position held by such person and the duties associated with such position and indicate when such person's tenure in the official position began (and, if applicable, ended). Revised April 2014 Exhibit B 4 of 7
Is any current or former government official, military official, political party official, candidate for political office or (if applicable) member of the royal, ruling or sovereign family in the country where the proposed representation will take place, or any of their relatives, an employee or an officer or a director of Applicant? If the answer to this question is "", please identify the person who is or was a government official etc., (or a relative of a government official), state the position held by the government official and the duties associated with such position and indicate when such person's tenure in the official position began (and, if applicable, ended). Describe the official's (or relative's) relation to Applicant (employee, company President, etc.). (c) Does any current or former government official, military official, political party official, candidate for political office, or (if applicable) member of the royal, ruling or sovereign family in the country where the proposed representation will take place, or any of their relatives, have an ownership interest, direct or indirect, in Applicant? If the answer to this question is "", please identify the person who is or was a government official or person holding such a position (or relative), state the position held by each of them, and describe the duties associated with such position. Please indicate when such person's tenure in the official position began (and, where applicable, ended). Provide details about the official's (or relative's) ownership interest in Applicant, including percentage of ownership. 20. Has Applicant, or to the extent applicable, any predecessor organization, any organization presently or formerly associated with Applicant or any of Applicant s present or former officers, employees or business representatives ever been convicted, fined or otherwise sanctioned or barred from doing business by any government or country or any government agency for committing an illegal act, including without limitation, violating any antibribery or import or export laws? If the answer is anything other than an unequivocal "", please provide complete details (include a separate sheet, if necessary). 21. Insurance: Applicant will be required to represent to FLIR that, during the term of Applicant's agreement with FLIR, Applicant (if Applicant is an individual) or each officer or employee of Applicant acting on behalf of FLIR will be covered under an automobile liability insurance policy meeting all statutory requirements, and to indemnify FLIR against any liability for damages arising out of or resulting from any automobile accident involving an officer or employee of Applicant acting on FLIR's behalf. Please confirm your understanding of this requirement. Revised April 2014 Exhibit B 5 of 7
Applicant is required by FLIR to purchase and maintain in effect during the term of Applicant's agreement with FLIR a General Liability (i.e. Third-Party) insurance policy with a minimum coverage limit of $1,000,000 (U.S.), or in lieu of purchasing such a policy, to pay FLIR an insurance administration fee of Five Hundred Dollars ($500.00) (U.S.). Please confirm one of the following: (i) Applicant maintains a General Liability insurance policy meeting the coverage requirement stated above and has attached to this Application with respect to such policy a Certificate of Insurance (in English) from Applicant's insurer, or a policy Declaration page (in English) from the Applicant's insurance agent, indicating that a policy is currently in effect, the term and the minimum coverage limit. (ii) Applicant does not maintain General Liability insurance coverage, has paid FLIR an insurance administration fee of Five Hundred Dollars ($500) (U.S.) as per the wire transfer instructions provided below, and has attached to this Application a confirmation of the funds transfer. Bank of America Main Branch 1001 SW 5th Avenue Portland, OR 97204 Account Name: FLIR Systems, Inc. Account Number: 00 28018 00865 ABA # 026 009 593 SWIFT # BOFAUS3N (iii) Applicant does not maintain General Liability insurance coverage and acknowledges and agrees that an insurance administration fee of Five Hundred Dollars ($500) will be deducted from any commission or fee owed by FLIR to Applicant. 22. Provide the name of the FLIR employee(s) with whom Applicant has discussed its potential engagement as an international consultant or sales representative: 23. Please confirm below that Applicant has reviewed and become familiar with the requirements of the U.S. Foreign Corrupt Practices Act and applicable territory anti-bribery laws, and that applicant is willing to represent and certify compliance with such laws in Applicant's agreement with FLIR and at any time upon FLIR's request. 24. Does Applicant understand that by submitting this application, Applicant consents to having FLIR, or a thirdparty engaged by FLIR, perform due diligence on Applicant, including verification of background information and inquiries about Applicant's business dealings and ethics, which may necessitate FLIR's disclosure to third-parties of FLIR's potential relationship with Applicant? Revised April 2014 Exhibit B 6 of 7
25. Applicant and its principals and affiliates acknowledge that FLIR cannot enter into any agreement to pay a fee or commission unless this application is approved. If Applicant is applying to become a FLIR sales representative or consultant for the first time, Applicant certifies that Applicant has not previouslyentered into any oral or written agreement with FLIR or its employees or agents to pay Applicant or its principals or affiliates any fee or commission. If Applicant is completing this application form in connection with the renewal of an existing agreement, Applicant certifies that, with the exception of the existing agreement, Applicant is not a party to any oral or written agreement with FLIR or its employees or agents to pay Applicant or its principals or affiliates any fee or commission. 26. Applicant will not represent to any government officials or other third parties that it is an authorized FLIR representative unless due diligence is approved and a written agreement is in effect. Applicant hereby certifies that all information provided above is true, complete and correct and that Applicant has not knowingly omitted any requested information. INDIVIDUAL: Applicant Name: BUSINESS ENTITY: Applicant Name: Signature: Date: Signature: Name: Title: Date: Check to confirm that the following documents are attached: Balance Sheets for last three (3) years (business entities) Resumes/CV s for Applicant, if Applicant is an individual Resumes/CV's for the individual owners of Applicant having a 30% or greater ownership interest in Applicant Resumes/CV s for any individual owning a 30% or greater interest in an entity holding a 50% or greater ownership interest in Applicant. Resumes/CV's for Applicant's officers and personnel listed in the response to Question # 7 above. General Liability Insurance Certificate or Policy Declaration page, as applicable or Wire Transfer Confirmation of payment of the insurance administration fee 4850-5596-2902, v. 1 Revised April 2014 Exhibit B 7 of 7