Legal Costco Agreement

LEGAL COSTCO AGREEMENT

This Supply and Services Agreement (the "Agreement") is made as of Effective Date: by and between Retailer Name: , Entity Type: , Address: (hereinafter "Retailer"), and Supplier Name: , Entity Type: , Address: (hereinafter "Supplier"). Retailer and Supplier are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Supplier manufactures and supplies certain goods and provides services described as Product Description: ; and

WHEREAS, Retailer operates retail warehouses and desires to purchase and resell Supplier's products through Retailer's distribution channels pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend to establish commercial terms, quality controls, and operational processes governing ordering, delivery, pricing, returns, and promotion of the products as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Products" means the items and related packaging delivered by Supplier to Retailer under this Agreement as identified in Exhibit A and by Product SKU and description. Product SKUs and initial assortment are described as Initial Assortment: .

1.2 "Purchase Order" means a written or electronic order issued by Retailer specifying quantities, delivery dates and shipping instructions in accordance with Section 4.

2. TERM

2.1 Term. The term of this Agreement commences on the Effective Date and continues for an initial period of Term (months): months, unless earlier terminated in accordance with Section 13. Thereafter the Agreement will automatically renew for successive renewal periods of Renewal Term (months): months unless either Party provides written notice of non-renewal at least Non-Renewal Notice (days): days prior to expiration.

3. SUPPLY, ORDERING AND DELIVERY

3.1 Orders. Retailer shall submit Purchase Orders specifying quantity, delivery location and requested delivery date. Supplier shall confirm acceptance within Confirmation Time (days): business days. Acceptance shall not be unreasonably withheld.

3.2 Delivery and Title. Supplier shall deliver Products FCA Supplier's Facility (Incoterm interpretation) or as otherwise agreed in writing. Title and risk of loss shall pass to Retailer upon delivery to Retailer's designated carrier or receiving dock as specified in the Purchase Order.

4. PRICE, INVOICING AND PAYMENT

4.1 Price. Unit prices for Products shall be as set forth in Schedule of Prices: and shall remain firm for Price Firm Period (days): days unless otherwise agreed in writing.

4.2 Invoicing and Payment. Supplier shall invoice Retailer upon shipment. Payment shall be due Net Payment Terms (days): days from the date of Retailer's receipt of a correct invoice. All payments shall be made in USD or such other currency as agreed in writing.

5. INSPECTION, RETURNS AND QUALITY

5.1 Inspection. Retailer shall have the right to inspect Products at delivery and reject non-conforming Products. Retailer will provide notice of rejection within Inspection Notice (days): days of delivery and may return non-conforming Products at Supplier's expense.

5.2 Quality Standards. Supplier warrants that Products will conform to the specifications provided, be free from defects in material and workmanship, and comply with all applicable labeling and safety laws. Supplier shall maintain quality control procedures reasonably acceptable to Retailer.

6. WARRANTY; PRODUCT RECALLS

6.1 Warranty. Supplier expressly warrants that for Warranty Period (months): months after delivery Products shall be merchantable and fit for their intended purpose. Supplier will, at its option, repair or replace nonconforming Products or issue credit.

6.2 Recalls. Supplier shall be responsible for any product recalls, corrective actions, or public notifications required by law or reasonably requested by Retailer relating to Supplier's Products and shall reimburse Retailer for reasonable direct costs incurred by Retailer in connection with such recalls.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1 Indemnification by Supplier. Supplier shall indemnify, defend and hold harmless Retailer and its affiliates, officers and employees from and against all third-party claims, damages, losses and expenses (including reasonable attorneys' fees) resulting from (a) breach of warranty, (b) Supplier's negligence or willful misconduct, or (c) Product defects or labeling failures.

7.2 Limitation of Liability. EXCEPT FOR A PARTY'S WILLFUL MISCONDUCT OR OBLIGATIONS TO INDEMNIFY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. RETAILER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR DIRECT DAMAGES SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE TO SUPPLIER FOR THE PARTICULAR PURCHASE ORDER GIVING RISE TO THE CLAIM.

8. INSURANCE

Supplier shall maintain at its expense commercial general liability insurance, product liability insurance and, where applicable, employer's liability insurance with limits customary in the industry and naming Retailer as an additional insured with respect to claims arising from Supplier's performance under this Agreement. Evidence of such insurance shall be provided upon Retailer's request.

9. CONFIDENTIALITY

Each Party shall treat as confidential all non-public information disclosed by the other Party that is marked or reasonably understood to be confidential, including pricing, sales forecasts and promotional plans. Confidential information shall not be used except to perform obligations under this Agreement and shall not be disclosed except to employees, agents or contractors who need to know and who are subject to confidentiality obligations no less protective than those herein.

10. COMPLIANCE WITH LAWS

Supplier shall comply with all applicable federal, state and local laws, rules and regulations governing manufacture, labeling, packaging, and distribution of the Products, including product safety and labor laws. Supplier shall maintain all required permits and registrations.

11. INTELLECTUAL PROPERTY

Supplier grants Retailer a non-exclusive, non-transferable, royalty-free license to use Supplier's trademarks, logos and product images solely for the marketing and sale of Products under this Agreement, subject to Supplier's brand guidelines and prior approval of promotional materials where such approval is required in writing.

12. TERMINATION

12.1 For Cause. Either Party may terminate this Agreement for material breach by the other Party, provided the breaching Party fails to cure such breach within Cure Period (days): days after receipt of written notice specifying the breach.

12.2 Insolvency. Either Party may terminate immediately upon written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or files or has filed against it a petition in bankruptcy that is not dismissed within the applicable statutory period.

13. REMEDIES; SET-OFF

All remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity. Retailer may set off any amounts owed to Supplier against amounts Supplier owes Retailer arising out of Supplier's breach, recalls, chargebacks or indemnity obligations.

14. NOTICES

All notices under this Agreement shall be in writing and delivered to the notice addresses set forth above or such other address as a Party designates by written notice. Notice shall be effective upon receipt.

15. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both Parties. No failure or delay by either Party in exercising any right will operate as a waiver, and any waiver must be in writing and signed by the waiving Party. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

16.2 Entire Agreement. This Agreement, including any schedules and exhibits hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings.

16.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a valid substitute provision that most closely approximates the economic effect and intent of the invalid provision.

17. MISCELLANEOUS PROVISIONS

17.1 Assignment. Neither Party may assign this Agreement or any of its rights hereunder without the prior written consent of the other Party, except to a successor in interest in connection with a merger, sale of substantially all assets or consolidation.

17.2 Relationship of Parties. The Parties are independent contractors. Nothing in this Agreement shall create a partnership, joint venture, agency or employment relationship between the Parties.

17.3 Records and Audit. Supplier shall keep complete and accurate records relating to sales and shipments of Products and allow Retailer or its auditors to inspect such records upon reasonable notice during normal business hours for a period of three (3) years following the date of the records.

EXHIBITS

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