Sales White-label Document

SALES WHITE-LABEL AGREEMENT

This Sales White-Label Agreement (the Agreement) is entered into effective as of by and between:

Seller

Buyer

Recitals and Purpose

Seller manufactures and supplies the products and/or provides services set forth in this Agreement. Buyer intends to resell and distribute such products under Buyer's own brand and trade dress (white-label). The parties agree to the terms below governing sales, branding, quality standards, pricing, delivery, warranty, and other obligations.

Definitions

"Products" means the goods and/or services specifically described in Purchase Orders issued under this Agreement. "Purchase Order" means a written order issued by Buyer referencing this Agreement. "White-Label" means Buyer-branded resale of Products under Buyer's trade name and packaging in accordance with this Agreement.

Products and Pricing

The initial line items, quantities, and pricing for Products are set forth below. Additional items may be added by written Purchase Order, subject to pricing and delivery agreed in writing.

Payment Terms

Buyer shall pay Seller in accordance with the agreed pricing. Payment is due within days from Seller's invoice date unless otherwise specified in a Purchase Order. Accepted payment methods (mark applicable):

Late payments shall accrue interest at a rate of or the maximum rate permitted by law, whichever is lower. Buyer shall be responsible for collection costs and reasonable attorney fees incurred by Seller to collect overdue amounts.

Delivery and Risk of Loss

Delivery shall be made FOB Seller's facility unless otherwise agreed in writing. Expected delivery date for the initial shipment:

Risk of loss and title pass to Buyer upon delivery to the carrier at Seller's shipping point, unless otherwise agreed in writing. Buyer is responsible for insurance during transit unless Seller agrees in writing to provide insurance.

White-Labeling, Trademark and Packaging

Seller grants Buyer a non-exclusive, non-transferable right to market and distribute the Products under Buyer's trademarks and packaging subject to Seller's quality and labeling requirements. Buyer shall not alter the Product formulation or design without Seller's prior written consent. All packaging artwork and trademarks used on Products must be submitted to and approved by Seller prior to production. Seller's approval shall not be unreasonably withheld.

Quality, Warranty and Returns

Seller warrants that Products shall conform to the specifications set forth in applicable Purchase Orders and shall be free from defects in materials and workmanship for a period of from date of delivery. This warranty is limited to repair or replacement at Seller's option and does not cover damage resulting from misuse, alteration, improper storage, or normal wear and tear.

Returns must be authorized in writing by Seller prior to shipment. Buyer must notify Seller of nonconforming Products within days of receipt. Unless otherwise agreed, Buyer shall bear freight costs for returned items. A restocking fee of may apply to returns not arising from Seller's breach.

Support and Service

Seller will provide reasonable technical support for Products as set forth in Purchase Orders. Response and service levels, including hours of availability and escalation procedures, will be defined in a separate service schedule or Purchase Order. Additional support beyond the included scope will be billed at Seller's standard rates.

Intellectual Property and Confidentiality

Each party retains all right, title, and interest in its pre-existing intellectual property. Seller retains ownership of any Seller proprietary processes, formulations, tooling, and confidential manufacturing information. Buyer is granted only the limited rights expressly set forth in this Agreement. Both parties agree to maintain confidentiality of proprietary information exchanged in connection with this Agreement for a period of following termination.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other from third-party claims arising from its negligence, willful misconduct, or material breach of this Agreement. In no event shall either party be liable for consequential, incidental, special, punitive, or exemplary damages, whether in contract, tort, or otherwise, even if advised of the possibility of such damages. The aggregate liability of each party for claims arising from this Agreement shall not exceed the greater of: (a) amounts paid by Buyer to Seller under the Purchase Order giving rise to the claim in the twelve (12) months preceding the claim, or (b) $10,000.

Term, Termination and Remedies

This Agreement commences on the Effective Date and continues until terminated by either party upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days of written notice. Termination shall not relieve Buyer of payment obligations for Products delivered prior to termination.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties shall attempt to resolve disputes in good faith. If unresolved, disputes shall be resolved by binding arbitration in the agreed jurisdiction unless the parties mutually agree to litigation.

Miscellaneous

This Agreement, together with any Purchase Orders and exhibits expressly incorporated, constitutes the entire agreement between the parties and supersedes prior negotiations and understandings. Any amendment must be in writing and signed by authorized representatives of both parties. If any provision is held unenforceable, the remainder shall remain in full force and effect.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice to the other.

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