Business Fulfillment Services Agreement

BUSINESS FULFILLMENT SERVICES AGREEMENT

This Business Fulfillment Services Agreement ("Agreement") is made effective as of between ("Client") and ("Service Provider").

RECITALS

WHEREAS, Client engages in the sale and distribution of goods and requires fulfillment, storage, packing, and shipping services in connection with Client's business operations; and

WHEREAS, Service Provider maintains facilities, personnel, and systems to provide order fulfillment, inventory management, and logistics services under commercially reasonable standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide fulfillment services to Client.

1. SCOPE OF WORK

Service Provider shall perform fulfillment services including receipt of inventory, storage, order processing, picking, packing, labeling, carrier tendering, returns handling, and related logistics tasks as reasonably necessary to fulfill Client's orders (collectively, the "Services"). Specific operational standards, service levels, and responsibilities are described below.

2. PAYMENT TERMS

Client shall pay Service Provider fees in consideration for the Services in accordance with this Section. Fees shall be invoiced in United States dollars unless otherwise agreed in writing.

All undisputed invoices not paid when due shall accrue interest at the rate specified above and Client shall reimburse Service Provider for reasonable costs of collection, including attorneys' fees, to the extent permitted by law.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon delivering the notice period specified above. Either party may terminate immediately for material breach by the other party that remains uncured for fifteen (15) days after written notice of such breach, or immediately for insolvency, bankruptcy proceedings, or a material failure to safeguard Client's inventory or customer data.

4. CONFIDENTIALITY

Each party acknowledges that in the course of performance it will receive or have access to Confidential Information of the other party. "Confidential Information" means all non-public information disclosed in any form that is marked confidential or that a reasonable person would understand to be confidential, including customer lists, pricing, inventory levels, order data, and software. Confidential Information does not include information that is or becomes publicly available through no fault of the recipient or is independently developed without use of the disclosing party's information.

The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict access to Confidential Information to employees and permitted subcontractors who have a need to know, and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential material but in no event less than reasonable care. Upon termination or upon request, the receiving party shall destroy or return Confidential Information and certify in writing to the disclosing party that it has done so, except that archival copies in encrypted backups are permitted subject to the same confidentiality obligations.

5. LIABILITY; INSURANCE

Service Provider shall maintain commercially reasonable insurance coverage customary for fulfillment and logistics providers, including general liability and cargo insurance. Except for willful misconduct or breach of confidentiality, neither party shall be liable to the other for lost profits, consequential, incidental, or punitive damages. The aggregate liability of each party for any claim arising under this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Service Provider in the three (3) months preceding the event giving rise to the claim.

6. COMPLIANCE; INVENTORY

Service Provider shall handle inventory in compliance with applicable laws and regulations, and shall use industry-standard procedures for storage, hazardous materials handling (if applicable), and loss prevention. Client is responsible for ensuring that products delivered to Service Provider comply with all applicable laws and are properly labeled. Title to inventory remains with Client except as otherwise agreed in writing.

7. NOTICES

Notices required under this Agreement shall be in writing and delivered to the addresses above by certified mail, courier, or email with confirmation to the designated contact noted in writing by each party.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of state and federal courts located in that state for resolution of disputes.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any written schedules or attachments signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior proposals, negotiations, or agreements, whether written or oral. Any modification or waiver of this Agreement must be in writing and executed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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