Retail Product Agreement

RETAIL PRODUCT AGREEMENT

This Retail Product Agreement ("Agreement") is entered into as of by and between:

Retailer Name:

Supplier Name:

RECITALS

WHEREAS, Supplier manufactures, sources, or otherwise supplies consumer products described herein and has the capacity to provide such products for retail sale; and

WHEREAS, Retailer operates one or more retail channels and desires to purchase, market and resell certain products supplied by Supplier in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations relating to the sale, purchase, delivery, payment, and promotion of the products described below.

SCOPE OF WORK

PAYMENT TERMS

Purchase Price (per invoice or unit as applicable): $

Late Payment Fee: If any undisputed amount is not paid when due, interest shall accrue at or the maximum lawful rate, whichever is less.

DELIVERY, INSPECTION, AND RETURNS

Delivery Terms: Supplier shall deliver Products FOB in accordance with the delivery schedule set forth in the Scope of Work. Title and risk of loss shall pass to Retailer upon .

Inspection Period: Retailer shall inspect delivered Products within days of receipt and promptly notify Supplier of any nonconformity. Failure to timely notify shall be deemed acceptance except for latent defects discovered thereafter.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party shall hold in confidence all non-public information regarding the other party's business, products, pricing, customers, and trade secrets disclosed under this Agreement ("Confidential Information"). Confidential Information does not include information that is (i) publicly known other than by breach of this Agreement, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of the other party's Confidential Information, or (iv) required to be disclosed by law or valid order of a court or governmental authority, provided that the disclosing party is given prompt notice and an opportunity to seek protective measures. The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall restrict access to those employees, agents, or contractors who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those herein.

WARRANTIES; RETURNS

Supplier represents and warrants that, for the warranty period specified in the Scope of Work, Products shall conform to the specifications, be free from material defects in materials and workmanship, and comply with all applicable laws and industry standards. Retailer's sole and exclusive remedy for breach of this warranty shall be repair, replacement, or refund of the purchase price for the nonconforming Products, at Supplier's option. This warranty does not cover damage caused by misuse, improper storage, or alteration.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of its negligence, willful misconduct, or breach of this Agreement. Neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages, except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality; in no event shall either party's aggregate liability exceed the total amounts paid or payable under this Agreement during the twelve (12) months preceding the claim.

COMPLIANCE WITH LAWS; PRODUCT SAFETY

Supplier warrants that all Products supplied under this Agreement shall comply with all applicable product safety, labeling, environmental, and consumer protection laws and regulations. Supplier shall maintain records demonstrating compliance and provide certifications or test reports upon reasonable request. Retailer shall comply with all applicable laws in the marketing and sale of Products.

FORCE MAJEURE

Neither party shall be liable for delays or failures in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, strikes, epidemics, supply chain interruptions, or governmental action. The affected party shall promptly notify the other and use commercially reasonable efforts to resume performance.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be resolved by binding arbitration held in the governing state, unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including any exhibits or purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous negotiations, proposals, and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

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