Legal Retail Agreement Amendment

LEGAL RETAIL AGREEMENT AMENDMENT

This Retail Agreement Amendment (the Amendment) is made effective as of Effective Date: by and between Retailer Name: with principal place of business at Retailer Address: and Supplier Name: with principal place of business at Supplier Address: .

RECITALS

WHEREAS, Retailer and Supplier entered into a Retail Agreement dated Original Agreement Date: (the Original Agreement), setting forth terms for the sale and distribution of certain goods and services; and

WHEREAS, the parties now desire to amend certain provisions of the Original Agreement as set forth in this Amendment in order to reflect changed commercial terms and operational requirements; and

WHEREAS, except as expressly modified by this Amendment, the parties reaffirm the Original Agreement and intend that the Original Agreement remain in full force and effect.

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

1. DEFINITIONS AND INTERPRETATION

1.1 Unless otherwise defined in this Amendment, capitalized terms used herein shall have the meanings assigned to them in the Original Agreement. In the event of any conflict between the terms of this Amendment and the Original Agreement, the terms of this Amendment shall prevail.

2. AMENDMENTS TO AGREEMENT

2.1 Amendment of Section: The parties agree that Section of the Original Agreement is deleted in its entirety and replaced with the following:

2.2 Price and Payment Adjustments: For the avoidance of doubt, the parties agree that pricing and payment terms for the Products described in Schedule A to the Original Agreement are amended as follows:

2.3 Term Extension: The Term of the Original Agreement is extended, and the parties agree that the new Term expiration date shall be: .

3. ADDITIONAL COVENANTS

3.1 Inventory and Delivery: Supplier shall adjust delivery schedules to conform to the revised purchase forecasts delivered by Retailer. Supplier shall use commercially reasonable efforts to meet new delivery timelines and shall notify Retailer in writing of any anticipated delays within forty-eight (48) hours of becoming aware of such delays.

3.2 Compliance with Laws: Each party shall continue to comply with all applicable laws, rules, regulations and industry standards in the performance of its obligations under the Original Agreement as amended herein.

4. REPRESENTATIONS AND WARRANTIES

4.1 Each party represents and warrants that: (a) it has all requisite corporate power and authority to enter into and to perform its obligations under this Amendment; (b) this Amendment has been duly authorized, executed and delivered by such party and constitutes a valid and binding obligation enforceable in accordance with its terms; and (c) the execution and delivery of this Amendment does not violate any other agreement to which such party is bound.

5. INDEMNIFICATION

5.1 Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or relating to such indemnifying party's breach of this Amendment or the Original Agreement as amended hereby.

6. CONFIDENTIALITY

6.1 All confidential information exchanged pursuant to the Original Agreement shall continue to be subject to the confidentiality obligations set forth in the Original Agreement. Neither party shall disclose the terms of this Amendment except to those of its employees, agents or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained in the Original Agreement.

7. NOTICES

7.1 Any notice, demand or communication required or permitted under this Amendment shall be in writing and delivered to the party at the address set forth below (or to such other address as a party may designate by notice in accordance with this Section).

8. GOVERNING LAW

8.1 This Amendment shall be governed by and construed in accordance with the laws of the Governing Jurisdiction: , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising out of or relating to this Amendment.

9. ENTIRE AGREEMENT; SEVERABILITY

9.1 Entire Agreement: This Amendment, together with the Original Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating to such subject matter.

9.2 Severability: If any provision of this Amendment is held to be illegal, invalid or unenforceable in whole or in part, such provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendments and Waiver: No amendment, modification or waiver of any provision of this Amendment shall be effective unless in a writing signed by both parties. No failure or delay by either party in exercising any right hereunder shall operate as a waiver of such right.

10.2 Counterparts: This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed binding for all purposes.

11. CERTIFICATION

Each party hereby certifies that the person signing below is duly authorized to execute this Amendment on behalf of such party and that this Amendment is binding upon the party in accordance with its terms.

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