Import Approval Agreement

IMPORT APPROVAL AGREEMENT

This Import Approval Agreement (the "Agreement") is entered into as of by and between Importer Name: with principal place of business at ("Importer"), and Approver Name: with principal place of business at ("Approver").

RECITALS

WHEREAS, Importer seeks approval from Approver to import certain goods described below for distribution and sale in specified territories under terms and conditions set forth herein; and

WHEREAS, Approver controls or is authorized by relevant rights holders to grant approval for such importation subject to compliance with applicable laws, quality standards, and documentation requirements; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the approval, documentation, and permitted importation of the goods.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows.

1. DEFINITIONS

1.1 "Approved Products" means the goods described in the Product Description field below for which Approver grants import approval under this Agreement.

1.2 "Approval" means the limited, non-exclusive permission granted by Approver in accordance with Section 2 to import the Approved Products into the Permitted Territories, subject to the conditions of this Agreement.

2. GRANT OF APPROVAL

2.1 Subject to the terms and conditions of this Agreement, and conditioned on Importer’s compliance with Section 3, Approver hereby grants Importer a limited, non-exclusive, non-transferable approval to import the Approved Products into the Permitted Territories during the Term.

2.2 Approval is limited to the specific Product Description and HS Code(s) provided above and does not constitute any assignment of intellectual property rights, title, or ownership in the goods or associated trademarks.

3. CONDITIONS OF APPROVAL; COMPLIANCE

3.1 Importer shall obtain and maintain all licenses, permits, registrations, certificates of origin, and other governmental authorizations required for importation and distribution of the Approved Products in each Permitted Territory. Importer shall provide copies of such documents to Approver upon request.

3.2 Importer shall comply with all applicable import, export, customs, safety, labeling, product testing and other laws and regulations. Importer shall not alter product labels, safety marks, or packaging in any manner that conflicts with applicable requirements or Approver’s instructions.

3.3 Approver may withdraw or suspend Approval in whole or in part upon reasonable written notice if Importer materially breaches this Agreement, if continued importation would violate applicable law, or if Approver reasonably determines that the Approved Products present a safety, compliance, or reputational risk.

4. DOCUMENTATION, INSPECTION, AND RECORDS

4.1 Importer shall maintain complete and accurate books, invoices, customs declarations, bills of lading, certificates of conformity and such other records related to importation and distribution of the Approved Products for a period of not less than five (5) years after each transaction and shall furnish copies to Approver upon reasonable request.

4.2 Upon reasonable notice and during normal business hours, Approver or its designated representative may conduct inspections or audits of Importer's records and facilities to verify compliance with this Agreement. Any such inspection shall be conducted so as not to unreasonably interfere with Importer’s operations.

5. FEES; PAYMENT; TAXES

All fees are exclusive of taxes. Importer is responsible for any taxes, duties or charges arising from importation, unless the parties expressly agree otherwise in writing.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and that this Agreement constitutes a legal, valid and binding obligation enforceable against it.

6.2 Importer represents and warrants that it will not knowingly import counterfeit, diverted, or otherwise non-conforming goods under this Approval and that all disclosed product specifications and documentation are true and correct.

7. CONFIDENTIALITY

7.1 Each party shall hold in confidence and not disclose to any third party any non-public business, technical or financial information disclosed by the other party in connection with this Agreement ("Confidential Information"), except as required by law or to perform obligations under this Agreement.

7.2 Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years. The foregoing shall not apply to information that is or becomes generally available to the public through no wrongful act of the receiving party.

8. INDEMNIFICATION

8.1 Importer shall indemnify, defend and hold harmless Approver and its affiliates and their respective officers, directors, employees and agents from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to Importer's breach of this Agreement, negligent or willful misconduct, or violation of applicable law in connection with importation or distribution of the Approved Products.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID TO APPROVER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. TERM AND TERMINATION

10.1 Term. This Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated in accordance with this Section.

10.2 Termination for Cause. Either party may terminate this Agreement upon days' prior written notice if the other party materially breaches this Agreement and fails to cure such breach within the stated notice period.

10.3 Effect of Termination. Upon termination, Importer shall cease all importation and sale of the Approved Products and shall, at Approver’s option, return or destroy all Confidential Information and all unsold inventory designated in writing by Approver. Termination shall not relieve Importer from its obligations and liabilities with respect to transactions concluded prior to the effective date of termination.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or overnight courier, and shall be effective upon receipt.

12. AMENDMENT; WAIVER

12.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

12.2 No waiver of any provision of this Agreement shall be effective unless in writing. A party's failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in such state for disputes arising out of or relating to this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

14.1 This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral, relating thereto.

14.2 If any provision of this Agreement is held invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

14.3 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

EXECUTION

The parties, through their duly authorized representatives, have executed this Agreement as of the Effective Date set forth above.

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