No-Resale Agreement

NO-RESALE AGREEMENT

This No-Resale Agreement (the "Agreement") is entered into as of by and between Supplier: , with principal place of business at , and Reseller: , with principal place of business at .

RECITALS

WHEREAS, Supplier manufactures or distributes the product(s) described as (the "Products");

WHEREAS, Reseller purchases Products from Supplier for resale and related distribution activities in the territory described as ;

WHEREAS, the parties desire to prevent diversion of Products to unauthorized channels and agree to restrict resale activities under the terms set forth below.

NOW, THEREFORE, in consideration of the mutual 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 "End User" means a purchaser of the Products who acquires the Products for its own internal use and not for resale or distribution.

1.2 "Resale" means any transfer, sale, lease, sublicense, distribution or other disposition of the Products to a third party.

2. RESTRICTED RESALE

2.1 Resale Prohibition. Except as expressly permitted in Section 3, Reseller shall not directly or indirectly offer for sale, sell, lease, sublicense, distribute or otherwise transfer the Products to any third party for the purpose of resale, export, or further distribution outside the Territory or into unauthorized channels. Reseller shall not list the Products for sale on auction sites, marketplace platforms, or any distribution channel not approved in writing by Supplier.

2.2 Condition of Sale. Reseller shall not alter, repackage, relabel, or remove any proprietary markings, serial numbers, labeling, or documentation provided by Supplier. Reseller shall ensure that all Products are accompanied by Supplier's warranty statements and any required safety or regulatory documentation.

3. PERMITTED SALES

3.1 End Users. Reseller may sell Products only to End Users who purchase for their own internal use and not for resale. Reseller shall use commercially reasonable efforts to verify each purchaser's status as an End User and shall retain documentation evidencing such verification for a period of no less than three (3) years.

3.2 Authorized Channels. Permitted sales channels are limited to the following channels approved by Supplier in writing: . Any deviation requires prior written approval from Supplier.

4. PROHIBITED TRANSFERS AND OBLIGATIONS

4.1 Prohibited Transfers. Reseller shall not transfer Products to any distributor, reseller, broker, agent or other intermediary who intends to resell the Products. Reseller shall not export or divert the Products to any country or end user prohibited by applicable export controls.

4.2 Contractual Flow-Down. Reseller shall include in each contract for sale of Products provisions that impose on the purchaser obligations consistent with this Agreement, including prohibitions on resale and requirements to maintain Supplier labeling and warranty information.

5. RECORDS, AUDIT AND COMPLIANCE

5.1 Recordkeeping. Reseller shall maintain complete and accurate records of all purchases and sales of Products, including purchaser identity, date of sale, quantities, and end use declarations. Such records shall be retained for at least three (3) years following the date of each sale.

5.2 Audit. Upon reasonable notice, Supplier or its designated auditor shall have the right, during normal business hours and not more than once per calendar year unless a material breach is suspected, to inspect Reseller's relevant records to verify compliance with this Agreement. Reseller shall provide access and cooperation. Costs of audits shall be borne by Supplier unless the audit reveals a material breach, in which case Reseller shall reimburse Supplier for reasonable audit costs.

6. TERM AND TERMINATION

6.1 Term. This Agreement shall commence on the Effective Date and continue for a term of years unless earlier terminated pursuant to this Agreement.

6.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

6.3 Effect of Termination. Upon termination or expiration, Reseller shall immediately cease all resale of Products and, at Supplier's election, return to Supplier or destroy inventory of Products that are not freely distributable under the terms of this Agreement. Termination shall be without prejudice to any rights or remedies that have accrued prior to termination.

7. INJUNCTIVE RELIEF; REMEDIES

7.1 Injunctive Relief. Reseller acknowledges that a breach of this Agreement may cause irreparable harm to Supplier for which monetary damages may be inadequate. Accordingly, Supplier shall be entitled to seek injunctive relief, specific performance and other equitable remedies in addition to any other remedies available at law or in equity.

7.2 Cumulative Remedies. Except as otherwise provided, remedies set forth in this Agreement are cumulative and in addition to any other remedies available at law or in equity.

8. REPRESENTATIONS, WARRANTIES AND COVENANTS

8.1 Authority. Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

8.2 Compliance with Law. Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including export control laws.

9. INDEMNIFICATION

Reseller shall indemnify, defend and hold harmless Supplier and its officers, directors and agents from and against any and all claims, liabilities, losses, damages, fines and expenses (including reasonable attorneys' fees) arising out of or resulting from Reseller's breach of this Agreement, unauthorized resale of Products, or resale to prohibited channels or territories.

10. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, breach of Section 2 (Restricted Resale) or obligations of indemnity, neither party shall be liable to the other for incidental, consequential, special, punitive or exemplary damages, even if advised of the possibility of such damages.

11. NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the mail if sent by certified mail, return receipt requested, to the addresses set forth above or such other address as either party designates in writing.

12. MISCELLANEOUS

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

12.2 Entire Agreement. This Agreement, together with any written schedules or exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

12.3 Amendments. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

12.4 Waiver. The failure of either party to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision.

12.5 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a valid substitute provision that most nearly effects the parties' original intent.

12.6 Counterparts. 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 deemed originals.

SURVIVAL. The provisions of Sections 2, 4, 5, 7, 9, 10 and 12 shall survive expiration or termination of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date set forth above.

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