Vinyl Stock Agreement

VINYL STOCK AGREEMENT

This Vinyl Stock Agreement (the Agreement) is made as of Effective Date: by and between Supplier Name: , Supplier Address: , and Purchaser Name: , Purchaser Address: .

RECITALS

WHEREAS, Supplier maintains an inventory of vinyl records and related stock items described herein and desires to place such stock with Purchaser for the purposes of sale, distribution, or storage under the terms of this Agreement; and

WHEREAS, Purchaser operates retail, distribution, or storage facilities and is willing to receive, hold, market and/or purchase such vinyl stock subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the delivery, possession, sale, payment and return or disposition of vinyl stock.

SCOPE OF WORK

INVENTORY DETAILS

The parties elect the following ownership arrangement (select one):
Consignment — Title remains with Supplier until sale to an end-customer; Purchaser holds stock for sale and remits proceeds as set forth herein.
Sale — Title transfers to Purchaser upon delivery and Supplier's invoice, subject to Purchaser's payment obligations.

PAYMENT TERMS

Supplier shall invoice Purchaser in accordance with the selected arrangement. Payments shall be made as follows:

DELIVERY, STORAGE, AND RISK

Unless otherwise agreed in writing, risk of loss or damage to the vinyl stock passes to the recipient at the Delivery Location upon physical delivery. Storage fees, if any, shall be set forth in the Scope of Work, and Purchaser shall maintain customary commercial insurance covering the stock while in Purchaser's possession if Purchaser holds title or physical custody for an extended period.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated as provided herein, continues until End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, the parties shall account for outstanding sales, remit any due payments within 30 days, and either return or pay for remaining stock in accordance with the chosen ownership arrangement and the Inventory Details herein.

CONFIDENTIALITY

"Confidential Information" means non-public business, financial, inventory, pricing, customer, manufacturing or marketing information disclosed by one party (Discloser) to the other (Recipient) whether orally or in writing. Recipient shall (a) use Confidential Information only for performance of this Agreement; (b) restrict disclosure to its employees, agents and contractors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information with the same degree of care as its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that (i) is or becomes publicly available other than by breach of this Agreement, (ii) was rightfully known to Recipient prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by Recipient without use of Discloser's Confidential Information. Upon termination or upon Discloser's written request, Recipient shall, at Discloser's election, return or destroy Confidential Information and certify in writing to Discloser that such actions have been completed.

INDEMNIFICATION AND INSURANCE

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of that party's gross negligence, willful misconduct or material breach of this Agreement. The party holding physical custody of the stock shall maintain commercially reasonable insurance covering loss, theft, damage and public liability while the stock is in its possession.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction set forth below, without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration in the selected jurisdiction unless the parties agree otherwise in writing.

GENERAL PROVISIONS

Entire Agreement: This Agreement, including all schedules and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

Amendments: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties as nearly as possible.

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

SIGNATURES

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