Retailer Setup Form

Retailer Setup Form

Supplier Name:    Retailer Name:

Supplier Address:

Retailer Primary Contact:    Phone:    Email:

Recitals

WHEREAS, Supplier is engaged in the sale and distribution of consumer goods and maintains systems for onboarding retail partners; and

WHEREAS, Retailer desires to be appointed as an authorized reseller of Supplier's products and to receive onboarding, product access, and billing services under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Retailer Setup Form and other good and valuable consideration, the parties agree as follows.

Retailer Business Information

Sole Proprietor    Corporation    LLC    Partnership    Other:

Scope of Work

Supplier shall provide onboarding, product access, marketing materials, and order fulfillment services to Retailer in accordance with the terms below. Retailer shall sell Supplier products through the Retailer's approved channels and comply with Supplier's display, pricing, and warranty requirements as communicated in writing.

Payment Terms

Initial setup fee: $.    Ongoing compensation: .

Billing schedule: . Invoices are due in full within the stated term. Late payments shall incur interest at on the unpaid balance, compounded monthly, or the maximum lawful rate if lower.

ACH (Bank Transfer)    Credit Card    Check

Term and Termination

This agreement shall commence on and continue until , unless earlier terminated as provided herein.

Either party may terminate this agreement for convenience by providing days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure within 30 days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations incurred prior to termination.

Confidentiality

Each party shall maintain the confidentiality of the other party's proprietary information, trade secrets, pricing, customer lists, and other non-public business information (collectively, Confidential Information). Confidential Information may not be disclosed except to those employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is publicly known through no fault of the receiving party, or that is independently developed. Upon termination, each party shall return or destroy the other party's Confidential Information upon request.

Retailer acknowledges that unauthorized disclosure of Supplier's Confidential Information will cause irreparable harm and that Supplier may seek injunctive relief in addition to other remedies.

By checking this box, Retailer affirms it has read and will comply with the Confidentiality provisions above.

Tax, Resale & Compliance

Retailer certifies that it will collect and remit applicable sales taxes and maintain all required permits and licenses. Retailer will provide copies of resale certificates or other tax exemption documentation upon request.

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 agree to attempt good-faith negotiation to resolve disputes, and, if unresolved, disputes shall be resolved by binding arbitration in the governing state unless otherwise agreed in writing.

Entire Agreement

This Retailer Setup Form, together with any attached schedules, exhibits, or incorporated onboarding documents signed by the parties, constitutes the entire agreement between Supplier and Retailer with respect to the subject matter and supersedes all prior agreements, understandings, and communications, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

Representations and Certifications

Each party represents that the information provided in this form is true, accurate and complete, and that it has the full authority to enter into this agreement. Retailer certifies that it will comply with all applicable laws and Supplier policies regarding product presentation, warranty handling, and customer returns.

By signing below, the parties authorize Supplier to establish Retailer in Supplier's systems, set up billing, and provide access to product catalogs and marketing materials as required to fulfill the Scope of Work.

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