Efulfillment Agreement

EFULFILLMENT AGREEMENT

This Efulfillment Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Provider Name: (hereafter "Provider") and Client Name: (hereafter "Client"). The Provider and Client are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider operates warehousing, pick-and-pack, and shipping services for merchants and maintains systems to receive, store, process, and ship Client orders; and

WHEREAS, Client sells goods to end customers and desires Provider to perform efulfillment and related logistics services under the terms set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the storage, handling, order processing, returns, and shipment of Client inventory.

SCOPE OF SERVICES

Provider shall perform efulfillment services for Client in accordance with the terms of this Agreement and the specifications set forth below. Services include receiving inbound shipments, inventory storage, order picking, packing, labeling, carrier tendering, returns processing, and inventory reporting.

FEES AND PAYMENT TERMS

Client shall pay Provider the fees specified below for Services rendered. All amounts are in U.S. dollars and exclusive of taxes.

Invoices shall be issued by Provider on a regular basis according to the invoicing schedule: . Payment is due within days of invoice receipt. Past due amounts shall incur a late fee equal to per month or the maximum amount permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon providing written notice at least days to the other Party. Either Party may terminate for cause if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice specifying the breach. Upon termination, Client shall pay Provider for all Services performed through the effective date of termination and for reasonable wind-down costs.

Auto-renewal: If checked, this Agreement will automatically renew for successive one-year terms unless either Party provides notice of non-renewal at least the notice period above.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one Party to the other in connection with this Agreement, including pricing, customer lists, order data, inventory records, technical specifications, software, and business practices. Confidential Information does not include information that is (a) or becomes publicly available without the receiving Party's breach; (b) was rightfully known by the receiving Party prior to disclosure; or (c) is independently developed without reference to the disclosing Party's Confidential Information.

The receiving Party shall (i) use Confidential Information solely for the purposes of performing under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (iii) restrict access to Confidential Information to employees, agents, and subcontractors who need access for performance and are bound by similar confidentiality obligations. These confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they remain trade secrets.

DATA PROTECTION AND SECURITY

Provider shall maintain administrative, physical, and technical safeguards appropriate to the size and complexity of its operations to protect Client data, including customer personal information and payment data. Provider shall comply with applicable data protection laws and industry standards for handling cardholder data where applicable.

INSURANCE, INDEMNIFICATION, AND LIABILITY

Provider shall maintain, at its expense, commercial general liability insurance and cargo/warehouse legal liability insurance with limits of not less than per occurrence and such other insurance as required by law. Provider shall provide evidence of insurance upon Client's reasonable request.

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of the indemnifying Party's negligence, willful misconduct, or material breach of this Agreement; provided that the indemnified Party gives prompt written notice of the claim and reasonably cooperates in the defense. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER FOR DIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

RETURNS, INVENTORY CONTROL, AND LOSS

Provider will process returns as directed by Client and will hold returned inventory separate from saleable inventory. Provider shall maintain inventory records and provide inventory reports at the following frequency: .

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier service, or email with confirmation of receipt.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any addenda, exhibits, and written statements of work signed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any modification or waiver must be in writing and signed by an authorized representative of each Party.

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