Business ME RTR Template

Business ME RTR Template

Parties and Recitals

This Master Engagement and Return to Retail Agreement (the Agreement) is entered into as of (Effective Date) between:

WHEREAS, Client engages Provider to perform certain services relating to retail returns, refurbishment, resale and related logistics under the terms set forth herein; and

WHEREAS, Provider has the skill, personnel and facilities to receive returned goods, inspect and process returns to resale condition and to manage inventory and disposition as described in the Scope of Work; and

WHEREAS, the parties wish to set forth their rights and obligations, including payment, confidentiality and termination provisions, in this Agreement.

Scope of Work

Provider shall perform the services described below for Client in accordance with the terms of this Agreement. Provider will exercise commercially reasonable efforts, in a professional manner, to meet performance standards and schedules agreed between the parties.

Payment Terms

In consideration for the services performed by Provider, Client shall pay Provider the fees and reimbursements set forth below. Fees are exclusive of taxes unless otherwise stated.

Client shall pay undisputed invoices within the invoice terms. Disputed amounts must be notified in writing within ten (10) days of receipt and the parties shall negotiate in good faith to resolve any dispute.

Term and Termination

This Agreement commences on and continues until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience by providing the other party written notice at least the number of days specified above. Either party may terminate for material breach where the breaching party fails to cure within thirty (30) days after written notice of breach, or immediately for insolvency or unlawful conduct materially affecting performance.

Confidentiality

"Confidential Information" means all non-public business, technical, financial, operational and customer information disclosed by either party that is marked confidential or, if not marked, is reasonably understood to be confidential. Each recipient shall: (a) hold Confidential Information in strict confidence; (b) use such information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

The confidentiality obligations do not apply to information that (i) is or becomes publicly available without breach; (ii) is rightfully known to recipient prior to disclosure; (iii) is received from a third party without confidentiality obligations; or (iv) is independently developed. A permitted disclosure under law shall be limited to the extent required and recipient shall provide prior notice to disclosing party when practicable.

The obligations under this section shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for so long as they meet the legal definition of a trade secret.

Warranties and Liability

Each party represents and warrants that it has full authority to enter into this Agreement. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER FOR DIRECT DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Notices

All notices and communications required or permitted hereunder shall be in writing and delivered to the addresses set forth above by certified mail, courier, or hand delivery and will be effective upon receipt.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected above, without regard to conflict of laws principles. The parties shall first attempt to resolve disputes through good faith negotiations; if unresolved, disputes shall be resolved by binding arbitration in the chosen jurisdiction in accordance with rules agreed by the parties.

Entire Agreement; Amendment

This Agreement, including any exhibits and statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. No amendment, waiver or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

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

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