Business Product Starter Kit

Business Product Starter Kit Agreement

This Business Product Starter Kit Agreement (the Agreement) is entered into on , (Effective Date) by and between Supplier Name: with Principal Place of Business: and Client Name: with Principal Place of Business: .

Recitals

WHEREAS, Supplier develops, assembles and supplies starter kits, components, and supporting materials for businesses seeking to launch or distribute products (the Starter Kit);

WHEREAS, Client desires to obtain a Business Product Starter Kit from Supplier and to receive associated setup, product samples, training materials, and marketing collateral as set forth in the Scope of Work; and

WHEREAS, the parties intend to set forth the terms and conditions governing the supply, delivery, acceptance, payment, confidentiality and other rights and obligations related to the Starter Kit.

Scope of Work

The Starter Kit shall include, at minimum, the products, quantities and specifications listed below. Supplier warrants that the items delivered shall conform to the specifications set forth in this Agreement.

Product 1 Name: SKU: Quantity: Unit Price: $

Product 2 Name: SKU: Quantity: Unit Price: $

Product 3 Name: SKU: Quantity: Unit Price: $

Delivery, Acceptance & Support

Delivery Terms: Supplier shall deliver the Starter Kit to Client's shipping address within calendar days after the Effective Date. Title and risk of loss pass to Client upon delivery to the carrier unless otherwise agreed in writing.

Acceptance: Client shall inspect delivered items and provide written notice of any nonconformity within days of receipt. Failure to provide timely notice constitutes acceptance.

Payment Terms

Total Contract Amount: $

Deposit: Client shall pay a non-refundable deposit of $ upon execution of this Agreement. Remaining balance shall be paid in accordance with the schedule below.

Late Payment: Any undisputed amounts not paid within days of the invoice due date shall accrue interest at or the maximum rate permitted by law, whichever is lower. In addition, Client shall be responsible for reasonable collection costs.

Term and Termination

Term: The term of this Agreement shall commence on the Effective Date and continue until , unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination shall not relieve Client of payment obligations for goods and services delivered prior to the effective date of termination.

Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party that is marked confidential or that, by its nature, should reasonably be treated as confidential (Confidential Information). Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, is already in the receiving party's possession without restriction, or is independently developed. Confidentiality obligations shall survive termination for a period of years.

Intellectual Property & Warranties

Ownership: Supplier retains ownership of Supplier's pre-existing intellectual property and all tooling, designs and proprietary processes used to produce the Starter Kit. Client receives a limited, non-exclusive license to use any Supplier-provided marketing assets solely in connection with the distribution of the Starter Kit as expressly permitted herein.

Warranty: Supplier warrants that the delivered Starter Kit items will be free from material defects in materials and workmanship for a period of days from delivery. Client's exclusive remedy for breach of this warranty shall be repair or replacement of the defective item, at Supplier's option.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or a party's breach of confidentiality, in no event shall either party be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising under or related to this Agreement shall not exceed the total amounts paid by Client to Supplier under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

Entire Agreement & Miscellaneous

Entire Agreement: This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

Amendments: No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

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