Reselling Agreement Template

RESELLING AGREEMENT

This Reselling Agreement ("Agreement") is made and entered into as of Effective Date: by and between Supplier Name: , a business entity formed as Entity Type: Corporation LLC Individual, with principal place of business at , and Reseller Name: , a business entity formed as Entity Type: Corporation LLC Individual, with principal place of business at .

RECITALS

WHEREAS, Supplier manufactures or distributes the products described in Schedule A attached hereto and incorporated herein (the "Products"); and

WHEREAS, Reseller desires to purchase Products from Supplier and resell such Products to end customers under the terms and conditions set forth in this Agreement; and

WHEREAS, Supplier is willing to supply Products to Reseller on a non-exclusive/exclusive basis as set forth below and subject to the terms of this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. APPOINTMENT; SCOPE

1.1 Appointment. Subject to the terms of this Agreement, Supplier hereby appoints Reseller to resell the Products in the Territory set forth below, and Reseller accepts such appointment. This appointment is: Non-exclusive Exclusive for Territory:

2. PRODUCTS; PRICING

2.1 Products. The Products and any product specifications shall be as described in Schedule A. Supplier may add or discontinue Products upon thirty (30) days' written notice to Reseller, subject to outstanding purchase orders.

2.2 Price Lists. Supplier will provide a price list to Reseller (the "Price List"). Prices for Products sold to Reseller shall be Supplier's prices in effect at the time of Supplier's acceptance of an order. Reseller acknowledges that Supplier may change prices upon thirty (30) days' prior notice.

3. ORDERS; PAYMENT

3.1 Orders. Reseller shall submit purchase orders to Supplier in writing. Supplier's acceptance of any purchase order is subject to availability and credit approval. Supplier may reject orders that do not comply with Supplier's ordering policies.

3.2 Payment Terms. Unless otherwise agreed in writing, payment shall be due Net days from invoice. Past due amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. DELIVERY; TITLE; INSPECTION

4.1 Delivery and Risk of Loss. Delivery terms shall be FCA (Supplier's facility) unless otherwise agreed. Title and risk of loss pass to Reseller upon delivery to the carrier, except that Supplier retains a security interest in Products until paid in full.

4.2 Inspection and Rejection. Reseller shall inspect shipped Products upon receipt and must notify Supplier in writing of any nonconformity within days. Supplier shall, at its option, repair or replace nonconforming Products or refund the purchase price.

5. TRADEMARKS; LICENSE

5.1 Limited License. Supplier grants Reseller a non-exclusive, non-transferable, revocable license to use Supplier's trademarks solely to advertise, market and sell the Products in the Territory and in strict accordance with Supplier's trademark usage guidelines. Reseller shall not alter, remove or misrepresent Supplier's trademarks.

6. WARRANTIES; DISCLAIMERS

6.1 Supplier Warranty. Supplier warrants that, for a period specified in Schedule B, Products will materially conform to Supplier's published specifications. Reseller's sole and exclusive remedy for breach of this warranty shall be repair, replacement or refund at Supplier's option.

6.2 Disclaimer. Except as expressly set forth herein, Supplier disclaims all other warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against any third party claims arising from its negligence, willful misconduct, or breach of this Agreement, subject to the indemnified party's compliance with any notice and cooperation requirements.

7.2 Limitation of Liability. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party shall not exceed the aggregate amounts paid by Reseller to Supplier under this Agreement in the twelve (12) months preceding the claim.

8. CONFIDENTIALITY

8.1 Confidential Information. Each party may disclose confidential information to the other. The receiving party shall maintain the confidentiality of such information using at least the same standard of care it uses to protect its own confidential information and shall not use or disclose such information except as necessary to perform its obligations under this Agreement.

9. COMPLIANCE; EXPORT

9.1 Compliance with Laws. Reseller shall comply with all applicable laws, rules and regulations relating to the marketing, sale and distribution of the Products, including but not limited to consumer protection, data protection and product safety laws.

9.2 Export Controls. Reseller shall not export or re-export Products in violation of export control or economic sanctions laws. Reseller shall be solely responsible for obtaining any required export licenses.

10. TERM; TERMINATION

10.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of year(s) and shall automatically renew for successive one (1) year terms unless either party provides at least sixty (60) days' prior written notice of non-renewal.

10.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party breaches any material term and fails to cure such breach within thirty (30) days after written notice.

10.3 Effect of Termination. Upon termination, Reseller shall cease using Supplier's trademarks, return or destroy confidential information and pay any amounts then due. Termination shall not relieve either party of obligations accrued prior to termination.

11. NOTICES

Notices shall be in writing and shall be effective upon personal delivery, confirmed delivery by commercial courier, or three (3) days after deposit in the U.S. mail, certified mail, return receipt requested, to the foregoing addresses or such other address as either party may designate in writing.

12. AMENDMENT; WAIVER; COUNTERPARTS

12.1 Amendment. This Agreement may be amended only by a writing signed by authorized representatives of both parties.

12.2 Waiver. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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 law principles.

13.2 Entire Agreement. This Agreement, including any Schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original intent.

MISCELLANEOUS PROVISIONS

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