Seller Relation Agreement

SELLER RELATION AGREEMENT

Parties and Recitals

This Seller Relation Agreement (the Agreement) is made and entered into effective as of (Effective Date) by and between:

WHEREAS, Seller is engaged in the business of sourcing, supplying and facilitating sale of goods and/or services described below; and

WHEREAS, Company engages Seller to present products and to coordinate sales relationships under the terms set forth in this Agreement; and

WHEREAS, the parties desire to define their respective duties, payment terms, confidentiality obligations, and terms of termination.

Scope of Work

Seller shall perform the services described above in a professional manner consistent with industry standards and shall comply with all applicable laws. Company may request reasonable documentation of performance and shall provide Seller with commercially reasonable cooperation.

Payment Terms

Invoices submitted by Seller shall be due and payable within days of receipt, unless otherwise agreed in writing. Seller shall include reasonable supporting documentation with each invoice.

Overdue amounts shall accrue interest at the lesser of percent per month or the maximum rate permitted by applicable law. Alternatively, the parties agree to a flat late fee of per late invoice.

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days prior written notice to the other party. Either party may terminate immediately for material breach that is not cured within thirty (30) days after written notice of such breach, or immediately for insolvency or bankruptcy of the other party.

Confidentiality

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is marked confidential or that a reasonable person would understand to be confidential. Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, agents and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but not less than reasonable care.

Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of Receiving Party; (ii) is lawfully obtained by Receiving Party from a third party without restriction; or (iii) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information. Upon termination, Receiving Party shall return or destroy Confidential Information as directed by Disclosing Party.

Representations, Indemnification, and Liability

Each party represents that it has the full right, power and authority to enter into this Agreement. Seller represents that any products or services provided will not infringe third-party intellectual property rights and will comply with all applicable laws and regulations.

Seller shall indemnify, defend and hold harmless Company and its officers, directors and agents from and against any third-party claims, losses, damages or liabilities arising out of Seller's gross negligence, willful misconduct, or breach of the representations contained herein. Company shall indemnify Seller for claims arising from Company's gross negligence or willful misconduct.

Except for liability arising from willful misconduct, fraud, or indemnification obligations, neither party's aggregate liability for claims arising out of this Agreement shall exceed the amount of fees paid to Seller under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Intellectual Property

Unless otherwise agreed in writing, Seller retains ownership of pre-existing intellectual property and tools used to deliver the services. Company shall own work product specifically commissioned and paid for under this Agreement, subject to Seller's underlying pre-existing rights. The parties shall execute any documents reasonably necessary to perfect ownership rights.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized courier to the addresses below, or to such other address as a party may designate by written notice.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to conflict of law principles. The parties agree to attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be finally resolved by binding arbitration in the county and state selected below.

Entire Agreement; Amendment

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Company may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Signatures

Sign Now