Wholesale Business Partner Agreement

WHOLESALE BUSINESS PARTNER AGREEMENT

This Wholesale Business Partner Agreement (the Agreement) is entered into as of (Effective Date) by and between:

Parties

RECITALS

WHEREAS, Supplier manufactures or sources products for wholesale distribution and desires to appoint Partner to purchase and resell the Products under the terms set forth in this Agreement; and

WHEREAS, Partner wishes to purchase Products from Supplier on a wholesale basis and to resell such Products in accordance with the terms and restrictions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

SCOPE OF WORK

Supplier will supply the wholesale Products described below and Partner will purchase, market, and resell those Products in accordance with the terms of this Agreement. Specific Products, specifications, packaging, labeling, and delivery requirements will be set forth by mutual agreement and are described here:

PAYMENT TERMS

The payment terms for purchases under this Agreement shall be as follows. All monetary amounts are in U.S. dollars unless otherwise stated.

Any undisputed amounts not paid within days of invoice shall accrue interest at the lesser of per month or the maximum rate permitted by law. Partner shall also be responsible for reasonable collection costs and attorneys' fees for overdue sums.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve either party of obligations incurred prior to the effective date of termination, including payment for delivered Products.

CONFIDENTIALITY

Each party acknowledges that it may receive certain confidential or proprietary information of the other party ("Confidential Information"). Confidential Information includes pricing, product specifications, customer lists, designs, trade secrets, and business plans disclosed in connection with this Agreement. Each party agrees to: (a) hold Confidential Information in strict confidence and use it only to perform obligations under this Agreement; (b) disclose Confidential Information only to employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations no less restrictive than those contained herein; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

INDEMNIFICATION

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from Indemnitor's breach of this Agreement, negligence, willful misconduct, or infringement of intellectual property arising from Products supplied under this Agreement; provided, however, that Indemnitee gives prompt written notice of any claim and cooperates in the defense.

WARRANTIES; LIMITATION OF LIABILITY

Supplier warrants that Products delivered under this Agreement will conform to the specifications set forth in the Scope of Work and will be free from material defects in materials and workmanship for a period specified in writing by Supplier. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, PRODUCTS ARE PROVIDED "AS IS," AND SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

NOTICES

All notices, invoices and communications required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as either party may designate by notice to the other.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree that jurisdiction and venue for any disputes arising under this Agreement shall be the state and federal courts located in that State unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules and written purchase orders expressly incorporated herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held 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 party, except that either party may assign its rights in connection with a merger, acquisition or sale of substantially all of its assets. The headings in this Agreement are for convenience only and do not affect interpretation.

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