Retailer Business Template

Retailer Business Template

Parties

This Retailer Business Agreement (the "Agreement") is entered into by and between Retailer Name: , a business organized as Entity Type: Individual Corporation LLC Partnership , with principal place of business at (the "Retailer");

and Vendor Name: , with principal place of business at (the "Vendor").

Recitals

WHEREAS, the Vendor engages in the manufacture, distribution, or supply of goods and/or services described below and has the technical capability and authority to provide such goods and services to the Retailer; and

WHEREAS, the Retailer operates retail sales channels and desires to procure from the Vendor certain goods and/or services on the terms set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to define the scope, payment terms, confidentiality obligations, and other terms governing their commercial relationship.

Scope of Work

Payment Terms

Compensation: The Retailer shall pay the Vendor for the goods and services rendered as follows.

If payment is not received by the due date, a late fee of will accrue on the outstanding balance. The Retailer is also responsible for any collection costs, including reasonable attorneys' fees, incurred by the Vendor to collect overdue amounts.

Term and Termination

Commencement Date: This Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the other party with written notice at least days prior to the intended termination date. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") will receive confidential and proprietary information of the other party (the "Disclosing Party"). The Receiving Party shall:

1. Maintain the confidentiality of such information and not disclose it except to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein;
2. Use the confidential information solely to perform its obligations or exercise its rights under this Agreement;
3. Not disclose confidential information to any third party without the Disclosing Party's prior written consent, except as required by law (provided the Receiving Party gives advance notice where permissible and limits the disclosure to the extent required).

Warranties; Liability

The Vendor warrants that goods supplied under this Agreement will conform to the agreed specifications and be free from material defects. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE VENDOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Neither party shall be liable for incidental or consequential damages except to the extent the same arise from gross negligence or willful misconduct.

Governing Law

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising from this Agreement.

Entire Agreement; Amendment

This Agreement, together with any attachments, exhibits, purchase orders, and approved change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

Independent Contractor: The Vendor is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

Notices

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