Legal Walmart Agreement

LEGAL WALMART AGREEMENT

This Legal Walmart Agreement (the Agreement) is entered into as of Effective Date: by and between Party Name: with principal place of business at ("Walmart"), and Party Name: with principal place of business at ("Supplier").

RECITALS

WHEREAS, Walmart seeks to procure certain goods and/or services as described herein and to engage Supplier to provide such goods and/or services on the terms and conditions set forth in this Agreement; and

WHEREAS, Supplier represents and warrants that it possesses the experience, personnel, facilities and legal authority to supply the goods and/or perform the services described in this Agreement in a commercially reasonable and workmanlike manner; and

WHEREAS, the parties desire to set forth the terms on which Supplier will supply goods and/or perform services for Walmart.

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

1. DEFINITIONS

1.1 "Confidential Information" means all nonpublic information disclosed by one party (the Discloser) to the other (the Recipient) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business, technical, pricing, product, marketing and financial information, but excluding information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Recipient, (b) was known to the Recipient prior to disclosure as evidenced by written records, or (c) is rightfully received from a third party without restriction on disclosure.

2. SCOPE OF GOODS & SERVICES

2.1 Supplier shall provide the goods and/or services described in the following summary, and in any order forms mutually executed by the parties, in accordance with the specifications, schedules and standards set forth below.

3. TERM AND TERMINATION

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with this Section.

3.2 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 thirty (30) days after receipt of written notice specifying the breach. Termination shall be without prejudice to any other rights or remedies available at law or in equity.

3.3 Termination for Insolvency. Either party may terminate immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, files a petition in bankruptcy, has a receiver appointed for its assets, or takes similar action.

4. COMPENSATION & PAYMENT

4.1 Fees. Walmart shall pay Supplier the fees set forth for the goods and/or services provided. The total fee or invoice amounts shall be as agreed in writing and subject to the terms below.

4.2 Invoicing and Set-Off. Supplier shall submit invoices in accordance with accepted industry practice and the parties' invoicing instructions. Walmart may set off any amounts owed to Walmart by Supplier against amounts payable under this Agreement to the extent permitted by law.

5. CONFIDENTIALITY

5.1 Non-Disclosure. Each party agrees to hold Confidential Information of the other party in strict confidence, to use it only for the purposes of performing obligations under this Agreement, and not to disclose it to any third party except as expressly permitted in this Agreement or required by law subject to prior notice to the Discloser where legally permissible.

5.2 Return of Materials. Upon termination or expiration of this Agreement, the Recipient shall return or destroy all Confidential Information of the Discloser and certify such destruction upon request.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly set forth herein, each party retains all right, title and interest in and to its pre-existing intellectual property. Supplier hereby assigns to Walmart all rights, title and interest in any deliverables specifically developed for Walmart under this Agreement, subject to payment in full for those deliverables.

7. COMPLIANCE WITH LAWS

Supplier shall comply with all applicable federal, state and local laws, rules and regulations in performing its obligations under this Agreement, including those relating to employment, workplace safety, environmental protection, import/export controls and data protection. Supplier shall obtain and maintain all necessary permits, licenses and approvals.

8. INDEMNIFICATION

Supplier shall indemnify, defend and hold harmless Walmart and its officers, directors and employees from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of (a) Supplier's breach of any representation, warranty or obligation in this Agreement, (b) Supplier's negligence or willful misconduct, or (c) Supplier's infringement or misappropriation of any third-party intellectual property rights in connection with the goods or services.

9. INSURANCE

9.1 Required Coverages. Supplier shall maintain, at its own expense, insurance coverages adequate for the performance of this Agreement including commercial general liability, workers' compensation, and, where applicable, professional liability and cyber liability insurance. Supplier shall furnish certificates evidencing such coverage upon request.

Commercial General Liability
Workers' Compensation
Professional Liability / E&O
Cyber Liability

10. LIMITATION OF LIABILITY

Except for each party's indemnification obligations, willful misconduct, fraud or breaches of confidentiality and intellectual property provisions, neither party shall be liable to the other for incidental, consequential, special or punitive damages. The aggregate liability of each party for claims arising out of or relating to this Agreement shall not exceed or the amount actually paid by Walmart to Supplier under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim, whichever is greater.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by certified mail (return receipt requested), nationally recognized overnight courier, or when delivered by email with confirmation to the addresses set forth below or to such other address as a party may specify by written notice.

12. AMENDMENT, WAIVER, SEVERABILITY

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

12.2 Waiver. No failure or delay by either party in exercising any right under this Agreement will operate as a waiver of such right unless such waiver is in writing and signed by the waiving party.

12.3 Severability. If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.

13. GOVERNING LAW; COUNTERPARTS

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

13.2 Counterparts and Electronic Execution. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be deemed originals for all purposes.

14. ENTIRE AGREEMENT

This Agreement, together with any attachments, exhibits and mutually executed order forms, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

15. MISCELLANEOUS PROVISIONS

15.1 Relationship of the Parties. The parties are independent contractors and nothing in this Agreement shall be construed to create a joint venture, partnership, agency or employment relationship between them.

15.2 Publicity. Neither party shall use the other's name, logo or trademarks in any press release, advertising or promotional materials without the prior written consent of the other, except that Walmart may identify Supplier as a vendor in internal and external communications where such identification does not disclose Confidential Information or commercially sensitive terms.

SUPPLIER ADMINISTRATIVE INFORMATION

Corporation
Limited Liability Company (LLC)
Sole Proprietorship

Sign Now