Section 474.011 - Good cause required for termination, cancellation or failure to renew agreement(1) No supplier shall terminate, cancel or fail to renew a distribution agreement upon expiration of its term or refuse to continue under the agreement without good cause. Good cause exists when a wholesaler fails to comply with a provision of the written agreement that is both reasonable and of material significance to the business relationship between the supplier and the wholesaler and all of the following occur: (a) The supplier gave written notice to the wholesaler of the failure to comply within two years of acquiring knowledge of the breach;(b) The written notice alerted the wholesaler of the failure to comply with the agreement, the intent to terminate and the reasons therefor, and the date the termination would occur, which shall be not less than 90 days after the wholesaler's receipt of the notice;(c) The wholesaler has been given 30 days in which to submit a plan of corrective action to comply with the agreement and not less than an additional 60 days to correct the noncompliance; and(d) The supplier acted in good faith.(2) In the event that a wholesale distribution agreement is terminated by a supplier, the wholesaler shall be entitled to reasonable compensation from the supplier for the laid-in cost to the wholesaler of the inventory of the supplier's products, including any taxes paid on the inventory by the wholesaler, together with a reasonable charge for handling of the products.(3) In the event that a wholesaler is terminated by a supplier in bad faith or for other than good cause, the wholesaler shall be entitled to additional compensation from the supplier for: (a) The fair market value of any and all assets, including ancillary businesses of the wholesaler used in distributing the supplier's products.(b) The goodwill of the business.(4) The total compensation to be paid by the supplier to the wholesaler shall be reduced by any sum received by the wholesaler from sale of assets of the business used in distribution of the supplier's products as well as by whatever value such assets may have to the wholesaler that are unrelated to the supplier's products.(5) As used in subsection (3) of this section, "fair market value" means the highest dollar amount at which a seller would be willing to sell and a buyer willing to buy when each possesses all information relevant to the transaction.