Legal FBAOSN Agreement

LEGAL FBAOSN AGREEMENT

This LEGAL FBAOSN AGREEMENT (the Agreement) is entered into as of , (Effective Date), by and between Client Name: , a(n) Corporation LLC Individual, with principal place of business at , and Provider Name: , a(n) Corporation LLC Individual, with principal place of business at .

RECITALS

WHEREAS, Client owns or manages certain products, brands and related data and seeks access to Provider's logistics, fulfillment and network services described herein (the Services); and

WHEREAS, Provider has expertise and infrastructure to perform fulfillment, order processing, network routing, and related operational services in connection with the FBAOSN program and is willing to provide such Services to Client under the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Services, pricing, confidentiality and allocation of risk.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the fulfillment, warehousing, order processing, labeling, returns handling, and any related logistics services described in Exhibit A and delivered by Provider to Client pursuant to this Agreement. Exhibit A description (summary):

1.2 "Confidential Information" means all non-public or proprietary information exchanged between the parties that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services in accordance with the service levels set forth in Exhibit B and shall exercise commercially reasonable skill and care customary in the industry for services of similar scope. Provider shall maintain all required permits, licenses and registrations necessary to perform the Services.

2.2 Changes to the Services shall be agreed in writing. Provider shall not materially deviate from the agreed Service description without Client's prior written consent, except where necessary to comply with law, safety or emergency response.

3. FEES AND PAYMENT

3.1 Client shall pay Provider the fees set forth in Exhibit C. Standard fee for recurring Services (per month) is USD, subject to adjustments as provided in this Agreement.

3.2 Provider shall invoice Client monthly in arrears. Unless otherwise agreed, Client shall pay undisputed invoices within days of receipt. Late amounts shall accrue interest at the rate of 1.5% per month or the maximum permitted by law, whichever is less.

4. TERM AND TERMINATION

4.1 Term. The initial term of this Agreement shall be months commencing on the Effective Date. Thereafter, the Agreement shall renew automatically for successive month periods unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

4.2 Termination for Cause. 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 written notice specifying the breach. Termination shall be without prejudice to any accrued rights or obligations.

5. CONFIDENTIALITY

5.1 Each party shall keep Confidential Information of the other party in strict confidence, shall not disclose it to third parties except as permitted below, and shall use it only to perform its obligations under this Agreement. Receiving party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

5.2 Permitted Disclosures. Confidential Information may be disclosed to employees, contractors or advisors on a need-to-know basis who are bound by confidentiality obligations no less restrictive than those contained herein. Confidential Information shall not include information that is or becomes generally known to the public other than by breach of this Agreement, or that is independently developed without reference to the disclosing party's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Each party retains all right, title and interest in and to its pre-existing intellectual property. Client retains ownership of Client Product Data and trademarks; Provider retains ownership of Provider Systems and operating methods.

6.2 Licenses. Client grants Provider a limited, non-exclusive, non-transferable license to use Client's trademarks, product data and instructions as necessary to perform the Services. Provider grants Client a non-exclusive license to any reports or deliverables expressly created for Client under this Agreement for Client's internal business use.

7. REPRESENTATIONS; WARRANTIES

7.1 Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Provider further represents that it will perform the Services in a professional and workmanlike manner consistent with industry standards.

7.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client from and against any third-party claim, liability, loss, damage or expense (including reasonable attorneys' fees) arising out of Provider's negligence, willful misconduct, or material breach of this Agreement, including claims arising from Provider's operation of the Services.

8.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from and against any third-party claim arising from Client's products, product defects, product labeling non-compliance, or Client-provided data that infringes a third party's rights.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. COMPLIANCE; AUDIT RIGHTS

10.1 Each party shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement, including those relating to product safety, import/export, and data protection.

10.2 Upon reasonable notice and during normal business hours, Provider shall permit Client to audit Provider's compliance with material terms of this Agreement, provided that such audits shall be conducted no more than once per year except for cause. Any audit shall be conducted in a manner that minimizes disruption to Provider's operations.

11. INSURANCE

Provider shall maintain, at its own expense, insurance customary for operations of its type, including commercial general liability, employers' liability and, where applicable, cargo and warehousing insurance. Upon request, Provider shall provide certificates evidencing such coverage.

12. NOTICES

Client Notices

Provider Notices

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT

This Agreement, together with all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

15. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable in whole or in part, such provision shall be modified to the extent necessary to make it enforceable while preserving the parties' intent, and the remaining provisions shall remain in full force and effect.

16. AMENDMENTS; WAIVER; COUNTERPARTS

16.1 No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

16.2 Failure or delay by either party to exercise any right shall not be deemed a waiver. 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.

17. MISCELLANEOUS PROVISIONS

17.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or transfer to an affiliate provided the assignee assumes all obligations hereunder.

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

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