Business Vape Document

BUSINESS VAPE AGREEMENT

This Business Vape Agreement (the Agreement) is entered into as of the Effective Date below by and between:

Effective Date:

WHEREAS

WHEREAS, Provider develops, manufactures and supplies electronic nicotine delivery systems, vape devices, e-liquids and related products (Products) that Provider offers for commercial distribution; and

WHEREAS, Recipient operates a retail or wholesale business and desires to purchase, sell, or otherwise distribute the Products in accordance with the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Provider will supply Products to Recipient and will provide associated marketing materials, product specifications, and safety data as required. Recipient will purchase Products from Provider, maintain inventory records, and sell or distribute Products in compliance with applicable law.

COMPLIANCE AND PRODUCT SAFETY

Recipient shall not sell or distribute Products to any person under the legal age for purchase in the jurisdiction of sale and shall institute reasonable age-verification procedures. Recipient shall comply with all labeling, packaging, warning, and product reporting obligations required by applicable law. Provider warrants that at the time of delivery Products will conform to the specifications mutually agreed and will not contain undisclosed harmful substances.

PAYMENT TERMS

Recipient shall pay Provider for Products according to the following terms:

All invoices are due according to the Payment Schedule. Recipient shall be responsible for reasonable collection costs and interest on overdue amounts as set forth above.

TERM AND TERMINATION

Either party may terminate this Agreement for material breach if the breaching party fails to cure within the notice period. Provider may suspend deliveries immediately upon written notice if Recipient fails to comply with legal requirements related to sale or distribution of Products.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in strict confidence and shall not disclose or use for any purpose other than the performance of this Agreement any confidential or proprietary information of the other party (Disclosing Party). Confidential information excludes information that is publicly available without breach, rightfully received from a third party without obligation of confidentiality, independently developed without use of the Disclosing Party's confidential information, or required to be disclosed by law or order of a court or regulatory authority.

Upon termination or expiration, Receiving Party shall return or destroy all confidential materials and certify such destruction upon request.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party, its officers, directors and employees from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of third-party claims related to (a) a party's breach of this Agreement, (b) that party's negligence or willful misconduct, or (c) violation of applicable law by that party in connection with the manufacture, distribution, sale or marketing of the Products.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, fraud, or indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages, and liability for direct damages shall be limited to the amounts actually paid or payable by Recipient to Provider under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or schedules expressly incorporated, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Notices: All notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice in accordance with this section.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement, that the execution and performance of this Agreement has been duly authorized by all necessary corporate action, and that this Agreement is a valid and binding obligation enforceable in accordance with its terms.

SIGNATURES

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