FBA Service Agreement

FBA SERVICE AGREEMENT

This FBA Service Agreement (the "Agreement") is entered into as of by and between Client Name: , a business organized as , with principal address: (\"Client\"), and Service Provider: , a business organized as , with principal address: (\"Provider\").

RECITALS

WHEREAS, Client is engaged in the business of selling goods through fulfillment channels that include Fulfillment by Amazon (FBA) and requires third-party services to prepare, label, and ship inventory to FBA facilities in compliance with applicable FBA requirements; and

WHEREAS, Provider offers fulfillment preparation, inspection, labeling, bundling, storage coordination, and inbound shipping services specifically tailored to FBA requirements and has represented that it has the personnel, facilities, equipment, and expertise necessary to perform such services; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to Provider's performance of the services described herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the FBA preparation, labeling, inspection, packaging, boxing, kitting, bundling, shipment coordination, and related activities to be performed by Provider as described in Section 2. "FBA Requirements" means the then-current written inbound shipment and packaging requirements of the applicable fulfillment provider to which Client's inventory will be tendered. "Inventory" means Client product units delivered to Provider for performance of the Services.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services described in the Service Specifications below and in any Statement of Work executed by the parties. Provider shall provide the Services in a commercially reasonable manner consistent with industry practices for FBA preparation and inbound shipments.

2.2 Provider shall perform Services in compliance with FBA Requirements. Provider shall use reasonable care to ensure Inventory is labeled, packaged, and prepared consistent with Client's instructions and with applicable laws and safety standards.

3. TERM

3.1 This Agreement commences on the Effective Date set forth above and continues for an initial term of months, unless earlier terminated in accordance with Section 12. Thereafter the Agreement shall automatically renew for successive month periods unless either party delivers written notice of non-renewal at least days prior to the end of the then-current term.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in the Fee Schedule. Provider may invoice Client for Services rendered and for reasonable out-of-pocket expenses incurred in connection with Services. All fees are exclusive of taxes, duties, and charges which shall be Client's responsibility.

4.2 Payment Terms. Client shall pay undisputed invoices within days of receipt. If Client disputes any portion of an invoice, Client must notify Provider in writing no later than days after receipt and pay any undisputed portion in accordance with this Section. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CLIENT OBLIGATIONS

5.1 Client shall provide clear labeling, SKUs, ASINs, product information, and shipment plans as required for FBA. Client shall ensure Inventory is legally owned by Client or Client's authorized party and that Inventory does not infringe third-party intellectual property or violate applicable laws.

6. PROVIDER OBLIGATIONS

6.1 Provider shall perform Services using trained personnel and maintain reasonable processes and controls to comply with FBA Requirements. Provider shall maintain records sufficient to document Services rendered and shall provide reasonable access to such records upon request for audit or dispute resolution.

7. INVENTORY, RISK OF LOSS, AND INSURANCE

7.1 Title and Risk of Loss. Title to Inventory shall remain with Client. Risk of loss or damage to Inventory in Provider's possession shall transfer to Provider upon Provider's receipt, and Provider shall be responsible for loss or damage except to the extent caused by Client's failure to disclose material defects or to follow Provider's directions.

7.2 Insurance. Provider shall maintain commercial general liability insurance and commercial property insurance in amounts customary for the industry and shall provide certificates of insurance upon reasonable request.

8. CONFIDENTIALITY

8.1 Each party agrees to hold confidential and not disclose to any third party any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given its nature ("Confidential Information"). Confidential Information does not include information that is or becomes public without breach by the receiving party, is rightfully received from a third party without restriction, or is independently developed by the receiving party.

8.2 The receiving party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

9. INTELLECTUAL PROPERTY

9.1 All trademarks, trade names, copyrights, and other intellectual property provided by a party shall remain the sole property of that party. Client grants Provider a limited, non-exclusive license to use Client trademarks and product information solely to perform the Services.

10. REPRESENTATIONS AND WARRANTIES

10.1 Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and performance will not violate any agreement or law binding it.

11. INDEMNIFICATION

11.1 Provider shall indemnify, defend and hold harmless Client from and against any third-party claims arising from Provider's gross negligence or willful misconduct in performing the Services. Client shall indemnify, defend and hold harmless Provider from and against any third-party claims arising from Client's breach of representation, infringement of third-party intellectual property rights, or failure to comply with applicable law.

12. LIMITATION OF LIABILITY

12.1 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT OR OTHERWISE.

13. TERMINATION

13.1 Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Either party may terminate immediately if the other party becomes insolvent or subject to bankruptcy proceedings.

14. EFFECTS OF TERMINATION

14.1 Upon termination, Provider shall, at Client's direction, return or make available for pickup all Inventory in Provider's possession. Client shall pay all unpaid fees and expenses incurred through the effective date of termination. Sections dealing with payment, confidentiality, indemnity, limitation of liability, and intellectual property shall survive termination.

15. NOTICES

15.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice).

16. AMENDMENTS; WAIVER; COUNTERPARTS

16.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

17. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

17.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles.

17.2 Entire Agreement. This Agreement, together with any Statements of Work or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior agreements, understandings, and communications, written or oral, relating thereto.

17.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that carries out the original intent.

18. MISCELLANEOUS

18.1 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

18.2 Subcontracting. Provider may engage subcontractors to perform Services so long as Provider remains responsible for their performance and compliance with this Agreement.

Sign Now