Alaska OEM/White-Label Agreement

OEM / WHITE-LABEL AGREEMENT

STATE OF ALASKA

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THIS OEM/WHITE-LABEL AGREEMENT (this "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and between:

PROVIDER:
Name: [________________________________]
State of Organization: [________________________________]
Principal Place of Business: [________________________________]
Alaska Business License No.: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

(hereinafter referred to as "Provider")

AND

PARTNER:
Name: [________________________________]
State of Organization: [________________________________]
Principal Place of Business: [________________________________]
Alaska Business License No.: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

(hereinafter referred to as "Partner")

Provider and Partner are each referred to individually as a "Party" and collectively as the "Parties."

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TABLE OF CONTENTS

1. Recitals
2. Article I: Definitions
3. Article II: Grant of Rights
4. Article III: Product Specifications and Quality
5. Article IV: Branding and Trademarks
6. Article V: Pricing and Payment
7. Article VI: Intellectual Property
8. Article VII: Confidentiality
9. Article VIII: Representations and Warranties
10. Article IX: Indemnification
11. Article X: Limitation of Liability
12. Article XI: Term and Termination
13. Article XII: Data Protection and Privacy
14. Article XIII: Insurance
15. Article XIV: Compliance and Regulatory
16. Article XV: Dispute Resolution
17. Article XVI: General Provisions
18. Signature Blocks
19. Exhibit A: Product Specifications
20. Exhibit B: Pricing Schedule
21. Exhibit C: Brand Guidelines
22. Exhibit D: Service Level Agreement
23. Exhibit E: Data Processing Addendum

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RECITALS

WHEREAS, Provider is in the business of developing, manufacturing, and/or distributing certain products and/or services more particularly described herein and in Exhibit A (the "Products");

WHEREAS, Partner desires to obtain the right to rebrand, market, distribute, and/or resell the Products under Partner's own brand name and/or trademarks on an OEM and/or white-label basis within the Territory defined herein;

WHEREAS, Provider is willing to grant Partner such rights subject to the terms, conditions, quality standards, and restrictions set forth in this Agreement;

WHEREAS, the Parties intend for this Agreement to be governed by the laws of the State of Alaska, including but not limited to the Alaska Uniform Commercial Code (AS § 45.02 et seq.) with respect to the sale of goods and the Alaska Uniform Trade Secrets Act (AS § 45.50.910-945) with respect to the protection of proprietary information;

WHEREAS, the Parties acknowledge that this Agreement involves valuable trade secrets and confidential business information that warrant protection under Alaska law; and

WHEREAS, the Parties desire to set forth the complete terms and conditions governing their OEM/white-label relationship;

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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ARTICLE I: DEFINITIONS

1.1 "Acceptance Criteria" means the technical standards, functional specifications, performance benchmarks, and quality requirements that Products must meet as set forth in Exhibit A or as otherwise agreed upon in writing by the Parties.

1.2 "Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise.

1.3 "Authorized Products" means the Products that have been approved by Provider for resale, distribution, or sublicensing by Partner under this Agreement, as identified in Exhibit A and as may be amended from time to time by mutual written agreement.

1.4 "Background IP" means all Intellectual Property Rights owned or controlled by a Party prior to the Effective Date or developed independently of this Agreement.

1.5 "Branded Products" means the Authorized Products that have been rebranded, relabeled, or repackaged by Partner in accordance with the Brand Guidelines set forth in Exhibit C and the terms of this Agreement.

1.6 "Brand Guidelines" means the specifications, standards, and requirements for Partner's use of trademarks, trade dress, packaging, and branding materials in connection with the Branded Products, as set forth in Exhibit C.

1.7 "Business Day" means any day other than a Saturday, Sunday, or a day on which banks are authorized or required to close in Anchorage, Alaska.

1.8 "Confidential Information" means all non-public information disclosed by either Party to the other Party, whether in written, oral, electronic, or visual form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation trade secrets, technical data, product specifications, formulas, designs, algorithms, source code, business plans, customer lists, pricing information, financial data, marketing strategies, supplier information, and manufacturing processes. Confidential Information shall be protected in accordance with the Alaska Uniform Trade Secrets Act (AS § 45.50.910-945) to the extent applicable.

1.9 "Deliverables" means any products, documentation, training materials, marketing collateral, or other tangible or intangible items that Provider is obligated to deliver to Partner under this Agreement.

1.10 "End Customer" means any individual or entity that purchases, licenses, or otherwise obtains Branded Products from Partner or Partner's authorized distributors.

1.11 "Foreground IP" means all Intellectual Property Rights created, developed, or conceived jointly by the Parties or by either Party specifically in connection with the performance of this Agreement.

1.12 "Force Majeure Event" means any event beyond the reasonable control of a Party, including but not limited to acts of God, natural disasters (including earthquakes, volcanic eruptions, tsunamis, avalanches, and severe weather conditions particular to Alaska), epidemics, pandemics, war, terrorism, riots, civil unrest, government actions, embargoes, sanctions, labor disputes, supply chain disruptions, utility failures, fire, flood, or other catastrophic events.

1.13 "Intellectual Property Rights" or "IP Rights" means all patents, patent applications, copyrights, trademarks, service marks, trade names, trade dress, trade secrets, know-how, inventions (whether patentable or not), algorithms, software, databases, designs, domain names, moral rights, and all other forms of intellectual property, whether registered or unregistered, and all applications, renewals, extensions, and restorations thereof.

1.14 "Marks" means the trademarks, service marks, trade names, logos, and other brand identifiers of either Party as used in connection with this Agreement.

1.15 "Minimum Purchase Commitment" means the minimum quantity or dollar value of Products that Partner is required to order during each contract year, as specified in Exhibit B.

1.16 "Net Revenue" means gross revenue received by Partner from the sale, licensing, or distribution of Branded Products to End Customers, less returns, credits, allowances, shipping charges, applicable taxes (excluding income taxes), and chargebacks actually incurred.

1.17 "OEM Products" means Products manufactured by Provider and incorporated into or bundled with Partner's own products or services, where Provider's identity as the original manufacturer is not disclosed to End Customers.

1.18 "Personal Information" has the meaning ascribed to it under the Alaska Personal Information Protection Act (AS § 45.48.010 et seq.) and includes an individual's first name or first initial and last name in combination with one or more of the following data elements: (a) Social Security number; (b) driver's license number or state identification card number; (c) account number, credit card number, or debit card number in combination with any required security code, access code, or password that would permit access to an individual's financial account.

1.19 "Product Specifications" means the technical specifications, performance requirements, and functional descriptions for the Products as set forth in Exhibit A.

1.20 "Quality Standards" means the quality requirements, testing protocols, manufacturing standards, and inspection criteria applicable to the Products and Branded Products as set forth in this Agreement and Exhibit A.

1.21 "Royalty" means the fees, commissions, or other compensation payable by Partner to Provider based on the sale, licensing, or distribution of Branded Products, as specified in Exhibit B.

1.22 "Territory" means the geographic area(s) within which Partner is authorized to market, distribute, and sell Branded Products, as specified in Section 2.4 of this Agreement.

1.23 "Trade Secret" has the meaning ascribed to it under the Alaska Uniform Trade Secrets Act (AS § 45.50.910), which defines a trade secret as information, including a formula, pattern, compilation, program, device, method, technique, or process, that: (a) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

1.24 "White-Label Products" means Products provided by Provider to Partner for resale under Partner's own brand name, trademarks, and trade dress, where Provider's role as the original developer or manufacturer is not disclosed to End Customers.

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ARTICLE II: GRANT OF RIGHTS

2.1 License Grant. Subject to the terms and conditions of this Agreement, Provider hereby grants to Partner a [☐ exclusive / ☐ non-exclusive] license to:

(a) Rebrand, relabel, and repackage the Authorized Products in accordance with the Brand Guidelines;

(b) Market, promote, distribute, and sell the Branded Products within the Territory;

(c) Use Provider's technical documentation and materials solely as necessary to support the marketing, distribution, and sale of Branded Products;

(d) Provide first-tier technical support to End Customers in connection with the Branded Products; and

(e) Sublicense the Branded Products to End Customers pursuant to end-user license terms pre-approved by Provider.

2.2 White-Label Rights. Where the Authorized Products are designated as White-Label Products in Exhibit A, Partner shall have the right to:

(a) Remove all Provider branding, trademarks, and identifying information from the Products;

(b) Apply Partner's own branding, trademarks, and trade dress to the Products;

(c) Present the White-Label Products to End Customers as Partner's own products; and

(d) Create marketing materials that identify the White-Label Products as Partner's own products, provided such materials comply with all applicable laws and do not contain false or misleading claims in violation of the Alaska Unfair Trade Practices and Consumer Protection Act (AS § 45.50.471 et seq.).

2.3 OEM Rights. Where the Authorized Products are designated as OEM Products in Exhibit A, Partner shall have the right to:

(a) Integrate, embed, or bundle the OEM Products with Partner's own products or services;

(b) Modify the OEM Products to the extent expressly authorized in Exhibit A;

(c) Distribute the OEM Products as a component of Partner's integrated product offerings; and

(d) Provide documentation referencing the OEM Products as a component without disclosing Provider's identity, unless otherwise required by law.

2.4 Territory. The license granted herein is limited to the following Territory:

☐ State of Alaska only
☐ United States (all states and territories)
☐ North America (United States, Canada, and Mexico)
☐ Worldwide
☐ Custom Territory: [________________________________]

2.5 Exclusivity. Select one:

☐ Exclusive. Provider shall not appoint any other partner, reseller, or distributor for the Authorized Products within the Territory during the Term, provided Partner meets the Minimum Purchase Commitments set forth in Exhibit B. Failure to meet Minimum Purchase Commitments for [____] consecutive quarters shall entitle Provider to convert this license to a non-exclusive arrangement upon [____] days' written notice.

☐ Non-Exclusive. Provider retains the right to appoint additional partners, resellers, or distributors for the Products within the Territory, and to sell Products directly within the Territory.

2.6 Restrictions. Partner shall not:

(a) Reverse engineer, decompile, or disassemble any Product or any component thereof, except to the extent expressly permitted by applicable Alaska or federal law;

(b) Modify, adapt, alter, translate, or create derivative works of the Products except as expressly authorized in this Agreement or Exhibit A;

(c) Sell, distribute, or market the Products outside the Territory;

(d) Sell, distribute, or market the Products to any market segment not authorized under this Agreement;

(e) Remove, obscure, or alter any proprietary notices, labels, or marks on the Products except as expressly authorized under the white-label or OEM provisions of this Agreement;

(f) Use the Products for any unlawful purpose or in violation of any applicable federal, state, or local law;

(g) Make any representations, warranties, or guarantees regarding the Products that are not expressly authorized in writing by Provider; or

(h) Assign, sublicense, or transfer any rights granted under this Agreement except as expressly permitted herein.

2.7 Reservation of Rights. All rights not expressly granted to Partner under this Agreement are reserved by Provider. This Agreement does not convey any ownership interest in the Products or Provider's Intellectual Property Rights.

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ARTICLE III: PRODUCT SPECIFICATIONS AND QUALITY

3.1 Product Specifications. The Products shall conform to the Product Specifications set forth in Exhibit A. Provider shall not make material changes to the Product Specifications without providing Partner at least [____] days' prior written notice and obtaining Partner's written consent, which shall not be unreasonably withheld.

3.2 Quality Standards. Provider shall manufacture, produce, and deliver all Products in accordance with:

(a) The Quality Standards set forth in Exhibit A;

(b) All applicable federal, state, and local laws and regulations, including Alaska consumer protection statutes;

(c) Industry-standard manufacturing practices and quality control procedures;

(d) Any specific certifications or standards required by this Agreement (e.g., ISO 9001, ISO 27001); and

(e) Product safety requirements applicable in the State of Alaska.

3.3 Quality Assurance and Testing.

(a) Provider shall maintain a quality assurance program that includes incoming material inspection, in-process quality controls, and final product testing.

(b) Partner shall have the right, upon [____] days' prior written notice, to inspect Provider's manufacturing facilities, quality control procedures, and testing records during normal business hours, no more than [____] times per calendar year.

(c) Provider shall maintain records of all quality testing and inspection results for a minimum of [____] years and shall make such records available to Partner upon reasonable request.

3.4 Acceptance and Rejection.

(a) Upon delivery of Products, Partner shall have [____] Business Days (the "Inspection Period") to inspect the Products and determine whether they conform to the Product Specifications and Acceptance Criteria.

(b) If Products fail to meet the Acceptance Criteria, Partner shall provide Provider with written notice of rejection specifying the nature of the non-conformity within the Inspection Period.

(c) Upon receipt of a rejection notice, Provider shall, at its option and expense: (i) repair or replace the non-conforming Products within [____] Business Days; or (ii) issue a credit or refund for the non-conforming Products.

(d) If Partner does not provide a rejection notice within the Inspection Period, the Products shall be deemed accepted.

(e) Acceptance of Products shall not waive Partner's rights under any warranty provisions of this Agreement or under the Alaska Uniform Commercial Code (AS § 45.02).

3.5 Product Modifications and Updates.

(a) Provider shall provide Partner with reasonable advance notice of any planned modifications, updates, or upgrades to the Products.

(b) Provider shall deliver product updates and patches in accordance with the schedule set forth in Exhibit D (Service Level Agreement).

(c) Partner may request product modifications or customizations, which Provider shall consider in good faith. Any agreed-upon modifications shall be documented in a written amendment to Exhibit A and may be subject to additional fees.

3.6 End-of-Life Policy.

(a) Provider shall provide Partner with at least [____] months' prior written notice before discontinuing any Authorized Product (an "EOL Notice").

(b) Following an EOL Notice, Provider shall continue to supply the discontinued Product for a minimum of [____] months and shall provide reasonable transition support to Partner.

(c) Provider shall continue to provide warranty support and critical security patches for discontinued Products for a minimum of [____] months following the last date of product availability.

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ARTICLE IV: BRANDING AND TRADEMARKS

4.1 Brand Guidelines. Partner shall rebrand, relabel, and repackage the Authorized Products solely in accordance with the Brand Guidelines set forth in Exhibit C. Partner shall submit all proposed branding materials to Provider for written approval prior to use, which approval shall not be unreasonably withheld or delayed.

4.2 Trademark License to Partner. To the extent necessary for Partner to perform its obligations under this Agreement, Provider hereby grants Partner a limited, non-exclusive, non-transferable license to use Provider's Marks solely in connection with the marketing and distribution of OEM Products where attribution to Provider is required or permitted under this Agreement.

4.3 Trademark License to Provider. To the extent that Provider uses Partner's Marks in connection with the manufacture or labeling of White-Label Products, Partner hereby grants Provider a limited, non-exclusive, non-transferable license to use Partner's Marks solely for such purpose and in accordance with Partner's brand standards.

4.4 Trademark Ownership. Each Party retains all right, title, and interest in and to its own Marks. Neither Party shall acquire any ownership rights in the other Party's Marks by virtue of this Agreement. All goodwill arising from the use of a Party's Marks shall inure to the benefit of the owner of such Marks.

4.5 Quality Control. Each Party granting a trademark license hereunder shall have the right to review and approve the quality of goods and services offered under its Marks to ensure that such goods and services meet its quality standards. Such quality control is necessary to maintain the validity of the trademark license under applicable trademark law.

4.6 Co-Branding. If the Parties agree to any co-branding arrangement, the terms of such arrangement shall be documented in a written amendment to this Agreement or in a separate co-branding agreement, which shall address: (a) the scope and manner of co-branding; (b) quality control requirements; (c) allocation of liability; and (d) termination of co-branding rights.

4.7 Labeling Requirements. Partner shall ensure that all Branded Products comply with applicable federal, state, and local labeling requirements, including but not limited to product safety labeling, country of origin labeling, and any industry-specific labeling requirements.

4.8 Prohibited Uses. Neither Party shall: (a) use the other Party's Marks in a manner that is likely to cause confusion, mistake, or deception; (b) register or attempt to register any trademark that is confusingly similar to the other Party's Marks; (c) challenge or contest the validity of the other Party's Marks; or (d) use the other Party's Marks in any manner that could bring the other Party into disrepute.

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ARTICLE V: PRICING AND PAYMENT

5.1 Pricing. The prices for the Authorized Products shall be as set forth in Exhibit B (Pricing Schedule). Provider may adjust prices upon [____] days' prior written notice to Partner, provided that price increases shall not exceed [____]% per calendar year absent mutual written agreement.

5.2 Payment Terms.

(a) Provider shall issue invoices to Partner upon shipment of Products or, for subscription-based products, on the billing schedule set forth in Exhibit B.

(b) Partner shall pay all undisputed invoices within [____] days of the invoice date.

(c) All payments shall be made in United States Dollars (USD) by wire transfer, ACH, or check to the account designated by Provider.

(d) Late payments shall bear interest at the lesser of: (i) [____]% per month; or (ii) the maximum rate permitted under Alaska law (AS § 45.45.010 et seq.).

5.3 Royalties. If applicable, Partner shall pay Provider royalties on Net Revenue from the sale of Branded Products as set forth in Exhibit B. Royalty payments shall be due within [____] days following the end of each calendar [☐ month / ☐ quarter], accompanied by a written royalty report detailing:

(a) The number of Branded Products sold, licensed, or distributed during the reporting period;

(b) Gross revenue from such sales;

(c) Itemized deductions used to calculate Net Revenue; and

(d) The royalty amount due.

5.4 Minimum Purchase Commitments. Partner shall meet the Minimum Purchase Commitments set forth in Exhibit B. Failure to meet Minimum Purchase Commitments may result in:

(a) Loss of exclusivity (if applicable) as described in Section 2.5;

(b) Adjustment of discount tiers; and/or

(c) Termination of this Agreement, subject to the cure provisions in Article XI.

5.5 Taxes.

(a) All amounts payable under this Agreement are exclusive of applicable sales, use, excise, value-added, and other similar taxes.

(b) Partner shall be responsible for all taxes imposed on the sale of Branded Products to End Customers, including Alaska state and municipal sales taxes where applicable.

(c) Each Party shall be responsible for its own income taxes arising from the transactions contemplated by this Agreement.

5.6 Audit Rights.

(a) Each Party shall maintain complete and accurate books and records relating to this Agreement in accordance with generally accepted accounting principles for a period of [____] years.

(b) Upon [____] days' prior written notice, either Party may, at its own expense, engage an independent certified public accountant to audit the other Party's records relating to this Agreement, no more than [____] times per calendar year.

(c) If an audit reveals an underpayment of more than [____]% for any audited period, the underpaying Party shall promptly pay the deficiency plus interest and shall reimburse the auditing Party for the reasonable cost of the audit.

(d) All information obtained during an audit shall be treated as Confidential Information.

5.7 Disputed Invoices. If Partner disputes any portion of an invoice in good faith, Partner shall: (a) pay the undisputed portion by the due date; (b) provide written notice of the disputed amount and the basis for the dispute within [____] days of the invoice date; and (c) cooperate with Provider to resolve the dispute promptly. Disputed amounts subsequently determined to be owing shall bear interest from the original due date.

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ARTICLE VI: INTELLECTUAL PROPERTY

6.1 Provider's Background IP. Provider retains all right, title, and interest in and to its Background IP, including all Intellectual Property Rights in and to the Products, Product Specifications, documentation, software, and related materials. Nothing in this Agreement shall be construed as an assignment or transfer of Provider's Background IP to Partner.

6.2 Partner's Background IP. Partner retains all right, title, and interest in and to its Background IP, including all Intellectual Property Rights in and to Partner's branding, trademarks, marketing materials, customer relationships, and any add-on products or services developed independently by Partner. Nothing in this Agreement shall be construed as an assignment or transfer of Partner's Background IP to Provider.

6.3 Foreground IP.

(a) Any Intellectual Property Rights created jointly by the Parties in connection with this Agreement shall be owned as follows:

☐ Joint Ownership. Foreground IP shall be jointly owned by the Parties, with each Party having the right to use, license, and exploit such Foreground IP without the consent of or accounting to the other Party, subject to the confidentiality obligations of this Agreement.

☐ Provider Ownership. All Foreground IP shall be owned exclusively by Provider, and Partner hereby assigns to Provider all right, title, and interest in and to such Foreground IP. Partner shall execute all documents reasonably necessary to perfect Provider's ownership of such Foreground IP.

☐ Allocation by Nature. Foreground IP relating primarily to the Products shall be owned by Provider, and Foreground IP relating primarily to Partner's branding, marketing, or distribution activities shall be owned by Partner.

(b) To the extent any assignment of Foreground IP is required under this Section, such assignment shall be effective under Alaska law. Each Party shall cooperate fully in executing any documents necessary to perfect such assignments, including patent applications, copyright registrations, and trademark applications.

6.4 Improvements.

(a) Any improvements, enhancements, modifications, or derivative works of the Products developed by Provider, whether based on Partner's feedback or otherwise, shall be owned exclusively by Provider.

(b) Any improvements, enhancements, or modifications to Partner's branding, marketing materials, or add-on products developed by Partner shall be owned exclusively by Partner.

(c) Partner hereby grants Provider a perpetual, irrevocable, royalty-free license to use any feedback, suggestions, or ideas provided by Partner regarding the Products, without restriction and without obligation to Partner.

6.5 Patent Provisions.

(a) Each Party shall promptly notify the other Party if it becomes aware of any actual or potential patent infringement related to the Products or Branded Products.

(b) Provider shall have the first right, but not the obligation, to enforce its patent rights against third-party infringers of the Products. Partner shall cooperate with and provide reasonable assistance to Provider in connection with any such enforcement action.

(c) If Provider elects not to enforce its patent rights, Partner may, with Provider's prior written consent, take enforcement action at Partner's expense, and Provider shall provide reasonable cooperation.

6.6 Trade Secret Protection. The Parties acknowledge that information exchanged under this Agreement may constitute trade secrets as defined by the Alaska Uniform Trade Secrets Act (AS § 45.50.910). Both Parties shall take all measures reasonably necessary to maintain the secrecy of trade secrets and shall be entitled to all remedies available under AS § 45.50.910-945, including injunctive relief (AS § 45.50.915), damages (AS § 45.50.920), and attorney's fees in cases of willful and malicious misappropriation (AS § 45.50.925).

6.7 Open Source Software. Provider shall disclose in Exhibit A all open-source software components included in or distributed with the Products. Such open-source components shall be governed by their respective open-source licenses, and Provider shall ensure that the use of such components does not impose obligations on Partner that are inconsistent with the terms of this Agreement.

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ARTICLE VII: CONFIDENTIALITY

7.1 Confidentiality Obligations. Each Party (the "Receiving Party") agrees to:

(a) Hold the Confidential Information of the other Party (the "Disclosing Party") in strict confidence;

(b) Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as expressly permitted herein;

(c) Use the Confidential Information solely for the purposes of performing its obligations and exercising its rights under this Agreement;

(d) Protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care; and

(e) Limit access to the Confidential Information to those employees, agents, contractors, and advisors who have a need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein.

7.2 Exceptions. The confidentiality obligations set forth in Section 7.1 shall not apply to information that the Receiving Party can demonstrate:

(a) Was publicly available at the time of disclosure or subsequently becomes publicly available through no fault of the Receiving Party;

(b) Was already known to the Receiving Party at the time of disclosure without restriction on use or disclosure;

(c) Was independently developed by the Receiving Party without use of or reference to the Confidential Information;

(d) Was received from a third party without restriction on use or disclosure and without breach of any obligation of confidentiality; or

(e) Is required to be disclosed by applicable law, regulation, or order of a court or governmental authority, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement (to the extent permitted by law) and cooperates with the Disclosing Party's efforts to obtain a protective order or other appropriate remedy.

7.3 Duration of Confidentiality. The confidentiality obligations under this Article VII shall survive the expiration or termination of this Agreement for a period of [____] years; provided, however, that confidentiality obligations with respect to trade secrets (as defined under AS § 45.50.910) shall continue for as long as the information remains a trade secret under applicable Alaska law.

7.4 Return or Destruction of Confidential Information. Upon the expiration or termination of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall promptly:

(a) Return to the Disclosing Party all tangible materials containing Confidential Information;

(b) Delete or destroy all electronic copies of the Confidential Information in its possession or control; and

(c) Certify in writing that it has complied with the requirements of this Section 7.4;

provided, however, that the Receiving Party may retain one (1) archival copy of the Confidential Information solely for legal compliance purposes, subject to the continuing confidentiality obligations of this Article VII.

7.5 Equitable Relief. Each Party acknowledges that any unauthorized disclosure or use of the other Party's Confidential Information may cause irreparable harm for which monetary damages may be inadequate. Accordingly, either Party shall be entitled to seek injunctive relief and other equitable remedies, in addition to any other remedies available at law, without the need to post a bond or prove actual damages, to the fullest extent permitted by Alaska law, including remedies available under the Alaska Uniform Trade Secrets Act (AS § 45.50.915).

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ARTICLE VIII: REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that, as of the Effective Date:

(a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization;

(b) It has full power and authority to enter into and perform its obligations under this Agreement;

(c) The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate or organizational action;

(d) This Agreement constitutes a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, and similar laws affecting creditors' rights generally;

(e) The execution and performance of this Agreement will not conflict with or violate any law, regulation, order, or agreement by which such Party is bound;

(f) It holds all permits, licenses, and authorizations necessary to conduct its business and perform its obligations under this Agreement, including any business licenses required under Alaska law; and

(g) It is not subject to any pending or threatened litigation, investigation, or proceeding that could materially affect its ability to perform its obligations under this Agreement.

8.2 Provider's Product Warranties. Provider represents and warrants that:

(a) The Products shall conform to the Product Specifications set forth in Exhibit A in all material respects for a period of [____] months following delivery (the "Warranty Period");

(b) The Products shall be free from material defects in design, materials, and workmanship during the Warranty Period;

(c) The Products shall be free from malware, viruses, Trojan horses, and other malicious code at the time of delivery;

(d) The Products shall be delivered free and clear of all liens, encumbrances, and security interests;

(e) The Products and their sale, distribution, and use by Partner in accordance with this Agreement shall not infringe, misappropriate, or violate any third party's Intellectual Property Rights or other proprietary rights;

(f) Provider has the legal right and authority to grant the licenses and rights set forth in this Agreement; and

(g) The Products shall comply with all applicable federal, state, and local laws and regulations, including Alaska consumer protection requirements.

8.3 UCC Warranty Provisions. The Parties acknowledge that, to the extent the Products constitute "goods" under the Alaska Uniform Commercial Code (AS § 45.02):

(a) Provider makes the express warranties set forth in Section 8.2 above, which shall be in addition to any implied warranties arising under AS § 45.02.313 (express warranties), AS § 45.02.314 (implied warranty of merchantability), and AS § 45.02.315 (implied warranty of fitness for a particular purpose);

(b) WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY ALASKA LAW, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT UNDER AS § 45.02.314 AND AS § 45.02.315. THIS DISCLAIMER SHALL BE EFFECTIVE TO THE EXTENT PERMITTED BY AS § 45.02.316 (EXCLUSION OR MODIFICATION OF WARRANTIES);

(c) Any warranty disclaimers herein are conspicuously stated as required by AS § 45.02.316(2); and

(d) No warranties on Partner modifications or unsupported configurations outside the scope of the Product Specifications.

8.4 Partner Warranties. Partner represents and warrants that:

(a) All Partner branding, trademarks, and marketing materials used in connection with the Branded Products shall not infringe, misappropriate, or violate any third party's rights;

(b) Partner shall market and sell the Branded Products in compliance with all applicable laws, including the Alaska Unfair Trade Practices and Consumer Protection Act (AS § 45.50.471 et seq.);

(c) Partner shall not make any false, misleading, or deceptive representations regarding the Branded Products; and

(d) Partner shall use the Products and the rights granted under this Agreement solely in accordance with the terms of this Agreement.

8.5 Warranty Remedies. If any Product fails to conform to the warranties set forth in this Article VIII during the Warranty Period, Provider shall, at its option: (a) repair or replace the non-conforming Product at no charge to Partner; (b) issue a credit to Partner's account for the purchase price of the non-conforming Product; or (c) refund the purchase price paid by Partner for the non-conforming Product. The foregoing remedies are in addition to, and not in lieu of, any other remedies available to Partner under this Agreement or applicable law.

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ARTICLE IX: INDEMNIFICATION

9.1 Provider's Indemnification. Provider shall defend, indemnify, and hold harmless Partner and its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, "Partner Indemnitees") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorney's fees) (collectively, "Losses") arising out of or relating to:

(a) Any actual or alleged infringement, misappropriation, or violation of any third party's Intellectual Property Rights by the unmodified Products;

(b) Any defect in the design, manufacture, or production of the Products;

(c) Provider's breach of any representation, warranty, or covenant in this Agreement;

(d) Provider's negligence or willful misconduct in the performance of its obligations under this Agreement; and

(e) Any failure by Provider to comply with applicable federal, state, or local laws or regulations.

9.2 Provider's IP Indemnification Exclusions. Provider's indemnification obligations under Section 9.1(a) shall not apply to Losses arising from: (a) modifications to the Products made by Partner or at Partner's direction without Provider's written approval; (b) Partner's combination of the Products with products, services, or technologies not provided or approved by Provider; (c) Partner's use of the Products in a manner not authorized by this Agreement or the Product Specifications; or (d) Partner's continued use of the Products after Provider has provided a non-infringing alternative.

9.3 Partner's Indemnification. Partner shall defend, indemnify, and hold harmless Provider and its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, "Provider Indemnitees") from and against any and all Losses arising out of or relating to:

(a) Partner's branding, marketing, advertising, or promotional activities, including any claims or representations not authorized by Provider;

(b) Partner's modifications to the Products made without Provider's written approval;

(c) Partner's breach of any representation, warranty, or covenant in this Agreement;

(d) Partner's negligence or willful misconduct in the performance of its obligations under this Agreement;

(e) Partner's violation of any applicable law, including export control regulations, anti-corruption laws, or consumer protection statutes; and

(f) Any claims by End Customers arising from Partner's failure to provide adequate support, documentation, or disclosures regarding the Branded Products.

9.4 Indemnification Procedures.

(a) The indemnified Party shall provide the indemnifying Party with prompt written notice of any claim for which indemnification is sought, provided that failure to provide prompt notice shall not relieve the indemnifying Party of its indemnification obligations except to the extent that the indemnifying Party is actually and materially prejudiced by such failure.

(b) The indemnifying Party shall have the right to assume and control the defense of any indemnified claim, at its expense, with counsel of its choosing, provided such counsel is reasonably acceptable to the indemnified Party.

(c) The indemnified Party shall cooperate fully with the indemnifying Party in the defense of any indemnified claim and shall have the right to participate in such defense at its own expense.

(d) The indemnifying Party shall not settle any indemnified claim without the indemnified Party's prior written consent if the settlement: (i) imposes any obligation on the indemnified Party other than the payment of money; (ii) does not include a complete and unconditional release of the indemnified Party; or (iii) involves an admission of liability by the indemnified Party.

9.5 Indemnification Cap. The total aggregate liability of each Party for indemnification obligations under this Article IX shall not exceed [________________________________] dollars ($[____]), except that this cap shall not apply to Losses arising from: (a) willful misconduct or fraud; (b) breaches of confidentiality obligations; (c) IP infringement indemnification; or (d) bodily injury or death.

9.6 Alaska Indemnification Provisions. The Parties acknowledge that, pursuant to AS § 45.45.900, provisions purporting to indemnify the promisee against liability for death, bodily injury, or property damage arising from the sole negligence or willful misconduct of the promisee may be void and unenforceable under Alaska law as against public policy. This Agreement shall not be construed to require either Party to indemnify the other Party for Losses arising from the indemnitee's sole negligence or willful misconduct.

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ARTICLE X: LIMITATION OF LIABILITY

10.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY ALASKA LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability. EXCEPT FOR THE CARVE-OUTS SET FORTH IN SECTION 10.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY PARTNER TO PROVIDER DURING THE [____]-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY.

10.3 Carve-Outs. The limitations set forth in Sections 10.1 and 10.2 shall not apply to:

(a) Either Party's indemnification obligations under Article IX for third-party IP infringement claims;

(b) Either Party's breach of its confidentiality obligations under Article VII;

(c) Either Party's willful misconduct, fraud, or intentional breach of this Agreement;

(d) Amounts owed by Partner to Provider for Products delivered and accepted;

(e) Liability for bodily injury or death caused by a Party's negligence or willful misconduct; and

(f) Any liability that cannot be limited or excluded under applicable Alaska law, including but not limited to liability under the Alaska Uniform Commercial Code (AS § 45.02) to the extent such limitations are not permitted.

10.4 Essential Purpose. The Parties acknowledge that the limitations of liability set forth in this Article X are an essential element of the bargain between the Parties and shall apply even if any limited remedy hereunder fails of its essential purpose, to the maximum extent permitted by Alaska law, including AS § 45.02.719 (contractual modification or limitation of remedy under the UCC).

10.5 Basis of the Bargain. Each Party acknowledges that the other Party has entered into this Agreement in reliance upon the limitations of liability set forth in this Article X and that such limitations represent a reasonable allocation of risk between the Parties.

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ARTICLE XI: TERM AND TERMINATION

11.1 Initial Term. This Agreement shall commence on the Effective Date and shall continue for an initial term of [____] years (the "Initial Term"), unless earlier terminated in accordance with this Article XI.

11.2 Renewal.

☐ Automatic Renewal. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive [____]-year periods (each a "Renewal Term") unless either Party provides written notice of non-renewal at least [____] days prior to the expiration of the then-current term.

☐ Optional Renewal. Upon expiration of the Initial Term, this Agreement may be renewed for successive [____]-year periods by mutual written agreement of the Parties, executed at least [____] days prior to the expiration of the then-current term.

The Initial Term and any Renewal Terms are collectively referred to as the "Term."

11.3 Termination for Cause. Either Party may terminate this Agreement by providing written notice to the other Party if:

(a) The other Party commits a material breach of this Agreement and fails to cure such breach within [____] days after receiving written notice specifying the nature of the breach;

(b) The other Party becomes insolvent, files for bankruptcy, has a receiver or trustee appointed, or makes an assignment for the benefit of creditors;

(c) The other Party is subject to any government sanction, export restriction, or regulatory action that materially affects its ability to perform under this Agreement;

(d) The other Party commits a material violation of any applicable law that could expose the non-breaching Party to liability or reputational harm; or

(e) The other Party fails to meet Minimum Purchase Commitments for [____] consecutive quarters and fails to cure such shortfall within [____] days after receiving written notice.

11.4 Termination for Convenience. Either Party may terminate this Agreement without cause by providing [____] days' prior written notice to the other Party; provided, however, that any such termination shall not relieve the terminating Party of any obligation to pay amounts accrued or owing prior to the effective date of termination.

11.5 Effects of Termination. Upon expiration or termination of this Agreement for any reason:

(a) All rights and licenses granted to Partner under this Agreement shall immediately terminate, except as provided in Section 11.6;

(b) Partner shall immediately cease all marketing, promotion, distribution, and sale of Branded Products, except as permitted during the Wind-Down Period;

(c) Partner shall promptly remove all Provider branding, trademarks, and references from Partner's marketing materials, website, and other communications;

(d) Each Party shall return or destroy all Confidential Information of the other Party in accordance with Section 7.4;

(e) Partner shall pay all outstanding amounts due to Provider within [____] days of the effective date of termination; and

(f) Provider shall fulfill all orders accepted prior to the effective date of termination.

11.6 Wind-Down Period. Following the effective date of termination, Partner shall have a wind-down period of [____] days (the "Wind-Down Period") during which Partner may:

(a) Sell existing inventory of Branded Products;

(b) Fulfill outstanding orders placed by End Customers prior to the termination date;

(c) Continue to provide support to existing End Customers in accordance with Partner's contractual obligations; and

(d) Transition End Customers to Provider or an alternative provider as directed by Provider.

Partner shall remain subject to all applicable terms of this Agreement during the Wind-Down Period, including payment obligations and confidentiality requirements.

11.7 Survival. The following provisions shall survive the expiration or termination of this Agreement: Sections related to Definitions (Article I), Intellectual Property (Article VI), Confidentiality (Article VII), Representations and Warranties (to the extent of claims arising during the Term) (Article VIII), Indemnification (Article IX), Limitation of Liability (Article X), Data Protection (Article XII), Dispute Resolution (Article XV), and General Provisions (Article XVI), as well as any other provisions that by their nature are intended to survive termination.

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ARTICLE XII: DATA PROTECTION AND PRIVACY

12.1 Data Handling. Each Party shall handle, process, store, and transmit any Personal Information or personal data received in connection with this Agreement in compliance with all applicable federal, state, and local privacy and data protection laws and regulations.

12.2 Alaska Personal Information Protection Act. The Parties acknowledge and agree to comply with the Alaska Personal Information Protection Act (AS § 45.48.010 et seq.), which requires:

(a) Breach Notification. Any covered person that owns or licenses personal information of Alaska residents and discovers a breach of the security of the information system must disclose the breach to each affected Alaska resident in the most expeditious time possible and without unreasonable delay (AS § 45.48.010(a)-(b));

(b) Attorney General Notification. If a breach involves the personal information of more than 1,000 Alaska residents, the covered person must also notify the Alaska Attorney General (AS § 45.48.010);

(c) Content of Notice. Breach notifications must include: (i) a description of the incident in general terms; (ii) the type of personal information involved; (iii) the steps taken to protect the information from further breaches; (iv) a telephone number for the covered person; and (v) advice directing the individual to remain vigilant;

(d) Cooperation. In the event of a data breach affecting Personal Information exchanged under this Agreement, the Parties shall cooperate in good faith in investigating the breach, providing notifications, and mitigating harm to affected individuals; and

(e) Law Enforcement Exception. Notification may be delayed if a law enforcement agency determines that disclosure will impede a criminal investigation (AS § 45.48.020).

12.3 Security Requirements. Each Party shall implement and maintain reasonable administrative, technical, and physical safeguards designed to:

(a) Protect the security and confidentiality of Personal Information;

(b) Protect against any anticipated threats or hazards to the security or integrity of Personal Information;

(c) Protect against unauthorized access to or use of Personal Information; and

(d) Ensure the proper disposal of Personal Information when no longer needed.

12.4 Data Processing Addendum. If either Party processes Personal Information on behalf of the other Party, the Parties shall execute a Data Processing Addendum substantially in the form attached as Exhibit E, which shall address:

(a) The scope and purpose of data processing;

(b) Categories of data subjects and types of Personal Information;

(c) Data processing instructions and restrictions;

(d) Sub-processor management and approval requirements;

(e) Data security measures and incident response procedures;

(f) Data subject rights and request handling;

(g) Cross-border data transfers, if applicable; and

(h) Data retention and deletion requirements.

12.5 Data Breach Response. In the event of a breach of security involving Personal Information:

(a) The Party experiencing the breach shall notify the other Party within [____] hours of discovery;

(b) The Parties shall cooperate in investigating the breach and determining its scope;

(c) The responsible Party shall bear all costs associated with breach notification, credit monitoring, and remediation;

(d) The Parties shall comply with all notification requirements under AS § 45.48.010 et seq.; and

(e) The Parties shall implement remedial measures to prevent recurrence of similar breaches.

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ARTICLE XIII: INSURANCE

13.1 Required Coverage. Each Party shall obtain and maintain, at its own expense, the following insurance coverage during the Term and for [____] years following termination:

(a) Commercial General Liability Insurance with minimum coverage of $[________________________________] per occurrence and $[________________________________] in the aggregate, covering bodily injury, property damage, personal injury, and advertising injury;

(b) Professional Liability / Errors and Omissions Insurance with minimum coverage of $[________________________________] per claim and $[________________________________] in the aggregate;

(c) Product Liability Insurance with minimum coverage of $[________________________________] per occurrence and $[________________________________] in the aggregate;

(d) Cyber Liability Insurance with minimum coverage of $[________________________________] per incident, covering data breaches, network security failures, and privacy liability;

(e) Workers' Compensation Insurance as required by the laws of the State of Alaska (AS § 23.30 et seq.) and all other applicable jurisdictions; and

(f) Commercial Automobile Liability Insurance (if applicable) with minimum coverage of $[________________________________] per accident.

13.2 Insurance Requirements. All required insurance policies shall:

(a) Be issued by insurance carriers with a minimum A.M. Best rating of A-VII or equivalent;

(b) Be primary and non-contributory to any insurance maintained by the other Party;

(c) Name the other Party as an additional insured on commercial general liability and product liability policies; and

(d) Include a waiver of subrogation in favor of the other Party.

13.3 Certificates of Insurance. Each Party shall provide the other Party with certificates of insurance evidencing the required coverage upon request, and shall provide at least [____] days' prior written notice of any material change, cancellation, or non-renewal of any required policy.

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ARTICLE XIV: COMPLIANCE AND REGULATORY

14.1 General Compliance. Each Party shall comply with all applicable federal, state, and local laws, regulations, and ordinances in the performance of its obligations under this Agreement.

14.2 Alaska Business Licensing. Each Party shall maintain a valid Alaska business license as required by AS § 43.70.020 and shall comply with all applicable Alaska business registration and licensing requirements.

14.3 Export Controls. The Parties shall comply with all applicable U.S. export control laws and regulations, including the Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR). Neither Party shall export or re-export any Products or technical data in violation of such laws.

14.4 Anti-Corruption. Each Party represents and warrants that it has not and shall not, in connection with this Agreement, directly or indirectly: (a) make, offer, promise, or authorize any payment or transfer of anything of value to any government official, political party, or candidate for political office for the purpose of influencing any official act or decision; or (b) violate the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act, or any other applicable anti-corruption law.

14.5 Consumer Protection. Partner shall ensure that all marketing, advertising, and sales activities related to the Branded Products comply with the Alaska Unfair Trade Practices and Consumer Protection Act (AS § 45.50.471 et seq.), including prohibitions against unfair methods of competition and unfair or deceptive acts or practices.

14.6 Product Safety. Provider shall ensure that all Products comply with applicable product safety requirements, including the Consumer Product Safety Act (15 U.S.C. § 2051 et seq.) and any Alaska-specific product safety regulations.

14.7 Records Retention. Each Party shall maintain complete and accurate records of all transactions under this Agreement for a minimum of [____] years and shall make such records available for inspection and audit as required by this Agreement or applicable law.

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ARTICLE XV: DISPUTE RESOLUTION

15.1 Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Alaska, without regard to its conflict of laws principles. To the extent the Products constitute "goods" under the Alaska Uniform Commercial Code (AS § 45.02), the provisions of the UCC shall apply to supplement the terms of this Agreement.

15.2 Good Faith Negotiation. Before initiating any formal dispute resolution proceedings, the Parties agree to attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement through good-faith negotiation between designated senior executives of each Party. Each Party shall designate a senior executive with authority to resolve the dispute within [____] Business Days of written notice of the dispute. The executives shall meet (in person, by telephone, or by video conference) within [____] Business Days of their designation and shall negotiate in good faith for a period of at least [____] Business Days.

15.3 Mediation. If the dispute is not resolved through good-faith negotiation within the time period specified in Section 15.2, either Party may submit the dispute to mediation administered by [☐ the American Arbitration Association (AAA) / ☐ JAMS / ☐ other: [________________________________]] in Anchorage, Alaska. The mediation shall be conducted by a single mediator mutually agreed upon by the Parties, or, failing agreement, appointed by the administering organization. Each Party shall bear its own costs of mediation, and the costs of the mediator shall be shared equally.

15.4 Arbitration or Litigation. Select one:

☐ Arbitration. If the dispute is not resolved through mediation within [____] days, the dispute shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, as follows:

(a) The arbitration shall be conducted in Anchorage, Alaska (Third Judicial District);

(b) The arbitration shall be conducted by [☐ one (1) / ☐ three (3)] arbitrator(s) selected in accordance with the AAA rules;

(c) The arbitrator(s) shall apply the substantive law of the State of Alaska;

(d) Discovery shall be permitted as agreed by the Parties or as ordered by the arbitrator(s), consistent with Alaska's Revised Uniform Arbitration Act (AS § 09.43.010 et seq.);

(e) The arbitrator(s) shall issue a written, reasoned award within [____] days of the close of the arbitration hearing;

(f) The arbitral award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction in the State of Alaska; and

(g) The prevailing Party in the arbitration shall be entitled to recover its reasonable attorney's fees and costs from the non-prevailing Party.

☐ Litigation. If the dispute is not resolved through mediation within [____] days, either Party may initiate litigation as follows:

(a) Exclusive jurisdiction and venue shall be in the state or federal courts located in the Third Judicial District (Anchorage), State of Alaska;

(b) Each Party hereby irrevocably consents to the personal jurisdiction and venue of such courts; and

(c) The prevailing Party shall be entitled to recover its reasonable attorney's fees and costs from the non-prevailing Party.

15.5 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY ALASKA LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

15.6 Injunctive Relief. Notwithstanding the dispute resolution procedures set forth in this Article XV, either Party may seek temporary or preliminary injunctive relief from any court of competent jurisdiction in the State of Alaska at any time to prevent irreparable harm, including but not limited to the protection of Confidential Information and Intellectual Property Rights. The exercise of such right shall not constitute a waiver of any right to submit the dispute to arbitration or other dispute resolution procedures under this Article XV.

15.7 Continued Performance. Pending the resolution of any dispute under this Article XV, the Parties shall continue to perform their respective obligations under this Agreement in good faith, except to the extent that performance is the subject of the dispute.

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ARTICLE XVI: GENERAL PROVISIONS

16.1 Force Majeure. Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) to the extent that such failure or delay is caused by a Force Majeure Event. The affected Party shall: (a) give prompt written notice to the other Party of the Force Majeure Event; (b) use commercially reasonable efforts to mitigate the effects of the Force Majeure Event; and (c) resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than [____] consecutive days, the non-affected Party may terminate this Agreement upon [____] days' written notice.

16.2 Assignment. Neither Party may assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement without consent to: (a) an Affiliate; or (b) a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of such Party's assets, provided the assignee agrees in writing to be bound by the terms of this Agreement. Any attempted assignment in violation of this Section shall be null and void.

16.3 Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when: (a) delivered personally; (b) sent by certified or registered mail, return receipt requested, postage prepaid; (c) sent by overnight courier (e.g., FedEx, UPS) with tracking; or (d) sent by email with confirmation of receipt, to the addresses set forth in the preamble of this Agreement or such other address as a Party may designate by written notice.

16.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction in the State of Alaska, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if it cannot be so modified, it shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.

16.5 Entire Agreement. This Agreement, together with all Exhibits and any amendments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, and communications, whether written or oral, between the Parties relating to such subject matter.

16.6 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by authorized representatives of both Parties.

16.7 Waiver. No waiver by either Party of any breach or default of any provision of this Agreement shall be deemed a waiver of any subsequent breach or default. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

16.8 Independent Contractors. The Parties are independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, agency, or employer-employee relationship between the Parties. Neither Party shall have the authority to bind the other Party or to assume or create any obligation on behalf of the other Party.

16.9 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means, including facsimile and PDF, shall be deemed original signatures for all purposes. Electronic signatures shall be valid and binding in accordance with the Alaska Uniform Electronic Transactions Act (AS § 09.80.010 et seq.).

16.10 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement shall confer upon any third party any right, remedy, or claim under or by reason of this Agreement.

16.11 Publicity. Neither Party shall issue any press release or public announcement regarding this Agreement or the relationship between the Parties without the prior written consent of the other Party, except as required by applicable law or regulation.

16.12 Order of Precedence. In the event of any conflict or inconsistency between the body of this Agreement and any Exhibit, the body of this Agreement shall control. In the event of any conflict or inconsistency among the Exhibits, the Parties shall resolve such conflict through good-faith negotiation.

16.13 Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction against the drafting Party. The headings and section references in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

16.14 Subcontracting. Provider may subcontract portions of its obligations under this Agreement to qualified subcontractors, provided that: (a) Provider remains fully responsible for all subcontracted obligations; (b) subcontractors are bound by confidentiality obligations at least as protective as those in Article VII; and (c) Provider gives Partner prior written notice of any material subcontracting arrangements.

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SIGNATURE BLOCKS

IN WITNESS WHEREOF, the Parties have executed this OEM/White-Label Agreement as of the Effective Date first written above.

PROVIDER:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

PARTNER:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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EXHIBIT A: PRODUCT SPECIFICATIONS

A.1 Authorized Products

Product Name	Product ID	Type (OEM/White-Label)	Description
[________________________________]	[____]	☐ OEM ☐ White-Label	[________________________________]
[________________________________]	[____]	☐ OEM ☐ White-Label	[________________________________]
[________________________________]	[____]	☐ OEM ☐ White-Label	[________________________________]
[________________________________]	[____]	☐ OEM ☐ White-Label	[________________________________]

A.2 Technical Specifications

[________________________________]
[________________________________]
[________________________________]

A.3 Acceptance Criteria

[________________________________]
[________________________________]
[________________________________]

A.4 Delivery Method

☐ SaaS / Cloud-based
☐ On-premises installation
☐ Physical appliance / hardware
☐ API integration
☐ Other: [________________________________]

A.5 Open Source Components

Component Name	License Type	Version
[________________________________]	[________________________________]	[____]
[________________________________]	[________________________________]	[____]
[________________________________]	[________________________________]	[____]

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EXHIBIT B: PRICING SCHEDULE

B.1 Product Pricing

Product Name	Unit Price	Volume Tier 1 ([____]+)	Volume Tier 2 ([____]+)	Volume Tier 3 ([____]+)
[________________________________]	$[____]	$[____]	$[____]	$[____]
[________________________________]	$[____]	$[____]	$[____]	$[____]
[________________________________]	$[____]	$[____]	$[____]	$[____]

B.2 Royalty Structure (if applicable)

☐ Percentage of Net Revenue: [____]%
☐ Per-unit royalty: $[____] per unit
☐ Flat annual fee: $[____] per year
☐ Hybrid: [________________________________]

B.3 Minimum Purchase Commitments

Contract Year	Minimum Commitment ($)	Minimum Commitment (Units)
Year 1	$[________________________________]	[____]
Year 2	$[________________________________]	[____]
Year 3	$[________________________________]	[____]

B.4 Payment Schedule

☐ Net 30 days from invoice date
☐ Net 45 days from invoice date
☐ Net 60 days from invoice date
☐ Other: [________________________________]

B.5 Currency: United States Dollars (USD)

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EXHIBIT C: BRAND GUIDELINES

C.1 Approved Branding Elements

• Partner Brand Name for Products: [________________________________]
• Partner Logo: [attached separately / to be provided]
• Partner Color Palette: [________________________________]
• Partner Typography: [________________________________]

C.2 Required Attributions

☐ "Powered by [Provider Name]" attribution required
☐ No attribution required (full white-label)
☐ Attribution required only in [________________________________]

C.3 Branding Restrictions

• Partner shall not modify Provider's underlying product UI/UX in the following ways: [________________________________]
• Partner shall not use the following terms in marketing: [________________________________]
• Partner shall comply with the following style requirements: [________________________________]

C.4 Approval Process

All proposed branding materials must be submitted to Provider at [________________________________] for review. Provider shall approve or provide comments within [____] Business Days of receipt.

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EXHIBIT D: SERVICE LEVEL AGREEMENT

D.1 Uptime Commitment

Provider commits to [____]% uptime for SaaS/cloud-based Products, measured on a [☐ monthly / ☐ quarterly] basis.

D.2 Support Tiers

Tier	Responsibility	Response Time	Resolution Target
Tier 1 (Basic)	Partner	[____] hours	[____] hours
Tier 2 (Technical)	Provider	[____] hours	[____] hours
Tier 3 (Engineering)	Provider	[____] hours	[____] Business Days

D.3 Escalation Procedures

[________________________________]

D.4 Service Credits

If Provider fails to meet the uptime commitment, Partner shall receive service credits as follows:

Uptime Level	Service Credit
Below [____]% but above [____]%	[____]% of monthly fees
Below [____]% but above [____]%	[____]% of monthly fees
Below [____]%	[____]% of monthly fees

D.5 Maintenance Windows

Scheduled maintenance windows: [________________________________]
Emergency maintenance notification: [____] hours advance notice (when practicable)

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EXHIBIT E: DATA PROCESSING ADDENDUM

[To be completed if either Party processes Personal Information on behalf of the other Party. The DPA shall comply with the Alaska Personal Information Protection Act (AS § 45.48.010 et seq.) and any other applicable privacy laws.]

E.1 Scope of Processing: [________________________________]

E.2 Categories of Data Subjects: [________________________________]

E.3 Types of Personal Information: [________________________________]

E.4 Purpose of Processing: [________________________________]

E.5 Duration of Processing: [________________________________]

E.6 Security Measures: [________________________________]

E.7 Sub-processor Requirements: [________________________________]

E.8 Data Subject Requests: [________________________________]

E.9 Data Breach Notification Timeline: [____] hours from discovery

E.10 Data Return/Deletion Upon Termination: [________________________________]

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ALASKA-SPECIFIC COMPLIANCE NOTES

1. Alaska Uniform Trade Secrets Act (AS § 45.50.910-945). This Agreement includes provisions designed to protect trade secrets as defined under AS § 45.50.910. Remedies for misappropriation include injunctive relief (AS § 45.50.915), compensatory damages including unjust enrichment (AS § 45.50.920), and attorney's fees in cases of willful and malicious misappropriation (AS § 45.50.925). The statute of limitations for misappropriation claims is three (3) years from the date of discovery (AS § 45.50.940).

2. Alaska Personal Information Protection Act (AS § 45.48.010 et seq.). Covered persons that own or license personal information of Alaska residents must disclose breaches in the most expeditious time possible and without unreasonable delay. Notification to the Alaska Attorney General is required when 1,000 or more residents are affected. Disclosure is not required if, after investigation and written notification to the Attorney General, the covered person determines there is no reasonable likelihood of harm.

3. Alaska Uniform Commercial Code (AS § 45.02). To the extent that Products constitute "goods" under the Alaska UCC, the provisions of Article 2 (Sales) apply, including express warranties (AS § 45.02.313), implied warranty of merchantability (AS § 45.02.314), implied warranty of fitness for a particular purpose (AS § 45.02.315), and warranty disclaimer requirements (AS § 45.02.316).

4. Alaska Unfair Trade Practices and Consumer Protection Act (AS § 45.50.471-561). Unfair methods of competition and unfair or deceptive acts or practices in trade or commerce are declared unlawful. The act covers 57 enumerated practices. Partners marketing products in Alaska must ensure compliance with all consumer protection requirements.

5. Indemnification Limitations (AS § 45.45.900). Under Alaska law, indemnification provisions purporting to indemnify the promisee against liability arising from the sole negligence or willful misconduct of the promisee in certain contexts may be void as against public policy. This Agreement has been drafted to comply with this restriction.

6. Non-Compete Enforceability. Alaska courts enforce reasonable non-competition agreements but scrutinize them carefully. Courts may modify overbroad provisions to make them reasonable rather than voiding them entirely, provided the covenant was drafted in good faith. The Alaska Supreme Court considers duration, geographic scope, and whether adequate consideration was provided.

7. Alaska Uniform Electronic Transactions Act (AS § 09.80.010 et seq.). Electronic records and electronic signatures are valid and enforceable under Alaska law, provided the requirements of the Act are met. This Agreement may be executed by electronic signature.

8. Alaska Revised Uniform Arbitration Act (AS § 09.43.010 et seq.). If the Parties elect arbitration, proceedings shall comply with Alaska's adoption of the Revised Uniform Arbitration Act, which governs arbitration agreements, procedures, and the enforcement of arbitral awards.

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SOURCES AND REFERENCES

• Alaska Uniform Trade Secrets Act: AS § 45.50.910-945 — https://law.justia.com/codes/alaska/title-45/chapter-50/article-8/
• Alaska Personal Information Protection Act: AS § 45.48.010 et seq. — https://law.justia.com/codes/alaska/title-45/chapter-48/article-1/
• Alaska Uniform Commercial Code (Sales): AS § 45.02 — https://codes.findlaw.com/ak/title-45-trade-and-commerce/
• Alaska Unfair Trade Practices and Consumer Protection Act: AS § 45.50.471-561 — https://law.justia.com/codes/alaska/title-45/chapter-50/article-3/section-45-50-471/
• Alaska Indemnification Against Public Policy: AS § 45.45.900 — https://law.justia.com/codes/alaska/title-45/chapter-45/article-13/section-45-45-900/
• Alaska Uniform Electronic Transactions Act: AS § 09.80.010 et seq.
• Alaska Revised Uniform Arbitration Act: AS § 09.43.010 et seq.
• Alaska Data Breach Notification Summary (Davis Wright Tremaine): https://www.dwt.com/gcp/states/alaska
• Alaska Non-Compete Enforceability (Birch Horton Bittner & Cherot): https://www.birchhorton.com/blog/2024/01/are-noncompete-agreements-enforceable-in-alaska/

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This template is provided for informational purposes only and does not constitute legal advice. It must be reviewed and customized by a qualified attorney licensed in Alaska before use. Laws change frequently; verify all statutory citations before relying on this document.

Prepared for use on the ezel.ai platform.