Alabama OEM/White-Label Agreement

OEM / WHITE-LABEL AGREEMENT

STATE OF ALABAMA

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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: [________________________________]
Alabama Business Registration: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

(hereinafter referred to as "Provider")

AND

PARTNER:
Name: [________________________________]
State of Organization: [________________________________]
Principal Place of Business: [________________________________]
Alabama Business Registration: [________________________________]
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 engaged 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 such rights to Partner 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 Alabama, including the Alabama Uniform Commercial Code (Ala. Code Title 7) with respect to the sale of goods and the Alabama Trade Secrets Act (Ala. Code § 8-27-1 et seq.) with respect to the protection of proprietary information;

WHEREAS, both Parties acknowledge that this Agreement involves commercially valuable proprietary information and trade secrets warranting protection under Alabama law; and

WHEREAS, the Parties desire to memorialize 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 satisfy, 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. "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity through ownership of voting securities, by contract, or otherwise.

1.3 "Authorized Products" means the Products 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 consent.

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 conformity 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 detailed 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 Birmingham or Montgomery, Alabama.

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. Confidential Information includes without limitation trade secrets (as defined in Section 1.23), technical data, product specifications, formulas, designs, algorithms, source code, business plans, customer lists, pricing information, financial data, marketing strategies, supplier information, and manufacturing processes.

1.9 "Covered Entity" has the meaning ascribed to it under the Alabama Data Breach Notification Act of 2018 (Ala. Code § 8-38-2), meaning a person, sole proprietorship, partnership, government entity, corporation, nonprofit, trust, estate, cooperative association, or other business entity that acquires or uses sensitive personally identifying information.

1.10 "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.

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

1.12 "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.

1.13 "Force Majeure Event" means any event beyond the reasonable control of a Party, including but not limited to acts of God, natural disasters (including hurricanes, tornadoes, flooding, and severe weather events common to Alabama), epidemics, pandemics, war, terrorism, riots, civil unrest, government actions, embargoes, sanctions, labor disputes, supply chain disruptions, utility failures, fire, or other catastrophic events.

1.14 "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.

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

1.16 "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.

1.17 "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.

1.18 "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.

1.19 "Personal Information" has the meaning ascribed to "sensitive personally identifying information" under the Alabama Data Breach Notification Act of 2018 (Ala. Code § 8-38-2), which includes an individual's first name or first initial and last name in combination with one or more of the following non-truncated data elements: (a) Social Security number; (b) a non-truncated driver's license number, state-issued identification card number, passport number, military identification number, or other unique identification number issued on a government document used to verify the identity of a specific individual; (c) a financial account number, including a bank account number, credit card number, or debit card number, in combination with any security code, access code, password, expiration date, or PIN necessary to access the financial account or to conduct a transaction; (d) medical history, mental or physical condition, or medical treatment or diagnosis by a health care professional; (e) health insurance policy number or subscriber identification number in combination with a unique identifier used by an insurer or employer that is used to identify the individual; (f) a user name or email address in combination with a password or security question and answer that would permit access to an online account; or (g) any combination of the foregoing used to authenticate an individual's identity.

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

1.21 "Protectable Interest" has the meaning ascribed to it under Ala. Code § 8-1-191 and includes trade secrets, confidential information, relationships with specific customers, customer goodwill, and extraordinary or specialized training provided by an employer.

1.22 "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.

1.23 "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.

1.24 "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.

1.25 "Trade Secret" has the meaning ascribed to it under the Alabama Trade Secrets Act (Ala. Code § 8-27-2), which defines a trade secret as information that: (a) is used or intended for use in a trade or business; (b) is included or embodied in a formula, pattern, compilation, computer software, drawing, device, method, technique, or process; (c) is not publicly known and is not generally known in the trade or business of the person asserting that it is a trade secret; (d) cannot be readily ascertained or derived by proper means by other persons who can obtain economic value from its disclosure or use; (e) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; and (f) has significant economic value.

1.26 "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 in writing.

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 offerings, provided such materials comply with all applicable laws and do not contain false, misleading, or deceptive representations in violation of the Alabama Deceptive Trade Practices Act (Ala. Code § 8-19-1 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 or regulation.

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

☐ State of Alabama 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. 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 to Partner.

☐ 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 Alabama or federal law;

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

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

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

(e) Use the Products for any unlawful purpose or in violation of any applicable federal, state, or local law, including Alabama's Deceptive Trade Practices Act;

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

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

(h) Use the Products in any manner that could constitute unfair or deceptive acts or practices under Ala. Code § 8-19-5.

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, conditioned, or delayed.

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 Alabama consumer protection requirements;

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

(d) Any specific certifications or standards required by this Agreement; and

(e) Product safety requirements applicable within the State of Alabama.

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 procedures.

(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 written 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; provided, however, that acceptance shall not waive Partner's rights with respect to latent defects not reasonably discoverable during the Inspection Period.

(e) Acceptance of Products shall not waive Partner's rights under any warranty provisions of this Agreement or under the Alabama Uniform Commercial Code (Ala. Code Title 7, Article 2).

3.5 Product Modifications and Updates.

(a) Provider shall provide Partner with reasonable advance notice of 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 modifications shall be documented in a written amendment to Exhibit A and may be subject to additional fees as mutually agreed.

3.6 End-of-Life Policy.

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

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

(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 beyond [____] Business Days.

4.2 Trademark License to Partner. To the extent necessary for Partner to perform its obligations under this Agreement, Provider grants Partner a limited, non-exclusive, non-transferable, revocable 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.

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

4.5 Quality Control. The trademark-licensing Party shall have the right to review and approve the quality of goods and services offered under its Marks. Such quality control is essential to maintaining valid trademark licenses under federal and Alabama trademark law.

4.6 Co-Branding. Any co-branding arrangement shall be documented in a written amendment or separate co-branding agreement addressing: (a) 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 product safety labeling, country-of-origin labeling, and industry-specific labeling requirements applicable in Alabama.

4.8 Prohibited Uses. Neither Party shall: (a) use the other Party's Marks in a manner likely to cause confusion, mistake, or deception in violation of Ala. Code § 8-12-6 et seq. (Alabama trademark statutes); (b) register or attempt to register any mark 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 or constitute a deceptive trade practice under Ala. Code § 8-19-5.

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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. Provider may adjust prices upon [____] days' prior written notice to Partner, provided that annual price increases shall not exceed [____]% 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 Alabama law (Ala. Code § 8-8-1 et seq., governing lawful interest rates). Alabama permits a legal interest rate of six percent (6%) per annum absent a written agreement specifying a different rate; parties may contractually agree to a higher rate subject to Alabama usury limitations.

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 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, and other similar taxes.

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

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

(d) The Parties shall cooperate in providing appropriate tax exemption certificates or other documentation as necessary.

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 following the applicable transaction.

(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 relevant records, no more than [____] time(s) per calendar year.

(c) If an audit reveals an underpayment exceeding [____]% 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 any 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.

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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) 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, 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 herein.

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

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

(b) Each Party shall cooperate fully in executing documents necessary to perfect IP assignments, including patent applications, copyright registrations, and trademark applications, in accordance with applicable Alabama and federal law.

6.4 Improvements.

(a) 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) Improvements to Partner's branding, marketing materials, or add-on products developed by Partner shall be owned exclusively by Partner.

(c) Partner grants Provider a perpetual, irrevocable, royalty-free, worldwide license to use any feedback, suggestions, or ideas provided by Partner regarding the Products.

6.5 Patent Provisions.

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

(b) Provider shall have the first right to enforce its patent rights against third-party infringers. Partner shall cooperate and provide reasonable assistance in connection with any such enforcement action.

(c) If Provider declines to enforce its patent rights, Partner may, with Provider's prior written consent, take enforcement action at Partner's expense.

6.6 Trade Secret Protection. The Parties acknowledge that information exchanged under this Agreement may constitute trade secrets under the Alabama Trade Secrets Act (Ala. Code § 8-27-1 et seq.). Both Parties shall take measures reasonably necessary to maintain the secrecy of trade secrets and shall be entitled to all remedies available under the Act, including:

(a) Injunctive Relief. A court may grant an injunction to prevent actual or threatened misappropriation of a trade secret (Ala. Code § 8-27-3);

(b) Damages. A complainant may recover damages for misappropriation, including actual loss and any unjust enrichment not accounted for in computing actual loss, or in lieu of damages measured by any other methods, damages measured by a reasonable royalty (Ala. Code § 8-27-4);

(c) Attorney's Fees. A court may award reasonable attorney's fees to the prevailing Party if a claim of misappropriation is made in bad faith or if willful and malicious misappropriation exists (Ala. Code § 8-27-5); and

(d) Statute of Limitations. An action for misappropriation must be brought within two (2) years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered (Ala. Code § 8-27-4).

6.7 Open Source Software. Provider shall disclose in Exhibit A all open-source software components included in or distributed with the Products. Provider shall ensure that use of open-source components does not impose obligations on Partner inconsistent with 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 Disclosing Party's prior written consent, except as expressly permitted herein;

(c) Use the Confidential Information solely for purposes of performing obligations and exercising 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 similar nature, but in no event less than a reasonable degree of care; and

(e) Limit access to those employees, agents, contractors, and advisors with a legitimate need to know who are bound by written confidentiality obligations at least as protective as those herein.

7.2 Exceptions. Confidentiality obligations shall not apply to information that the Receiving Party can demonstrate:

(a) Was publicly available at the time of disclosure or 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;

(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 and without breach of any confidentiality obligation; or

(e) Is required to be disclosed by applicable law, regulation, subpoena, or order of an Alabama court or federal court, provided the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permissible) and cooperates in obtaining a protective order.

7.3 Duration of Confidentiality. Confidentiality obligations shall survive expiration or termination of this Agreement for [____] years; provided, however, that obligations with respect to trade secrets (as defined under Ala. Code § 8-27-2) shall continue for as long as the information remains a trade secret under Alabama law.

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

(a) Return all tangible materials containing Confidential Information;

(b) Delete or destroy all electronic copies of Confidential Information; and

(c) Certify in writing compliance with this Section;

provided that the Receiving Party may retain one (1) archival copy solely for legal compliance purposes, subject to continuing confidentiality obligations.

7.5 Equitable Relief. Each Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages are inadequate. Either Party may seek injunctive relief and other equitable remedies without posting a bond or proving actual damages, to the fullest extent permitted by Alabama law and consistent with remedies available under the Alabama Trade Secrets Act (Ala. Code § 8-27-3).

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ARTICLE VIII: REPRESENTATIONS AND WARRANTIES

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

(a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and, if applicable, is qualified to do business in Alabama;

(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, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws;

(e) Execution and performance will not conflict with any law, regulation, order, or agreement to which it is bound;

(f) It holds all permits, licenses, and authorizations necessary to conduct its business and perform under this Agreement; and

(g) It is not subject to pending or threatened litigation that could materially impair its ability to perform.

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

(a) The Products shall conform to the Product Specifications in Exhibit A in all material respects for [____] 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, 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 use by Partner in accordance with this Agreement shall not infringe any third party's Intellectual Property Rights;

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

(g) The Products shall comply with all applicable federal, Alabama state, and local laws and regulations.

8.3 Alabama UCC Warranty Provisions. The Parties acknowledge that, to the extent the Products constitute "goods" under the Alabama Uniform Commercial Code (Ala. Code Title 7, Article 2):

(a) Provider makes the express warranties set forth in Section 8.2, which supplement any implied warranties arising under Ala. Code § 7-2-313 (express warranties by affirmation, promise, description, sample), § 7-2-314 (implied warranty of merchantability), and § 7-2-315 (implied warranty of fitness for a particular purpose);

(b) WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY ALABAMA LAW, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT UNDER ALA. CODE § 7-2-314 AND § 7-2-315. THIS DISCLAIMER IS CONSPICUOUS AS REQUIRED BY ALA. CODE § 7-2-316(2);

(c) Warranty disclaimers must be conspicuous under Ala. Code § 7-2-316(2), which requires that to exclude or modify the implied warranty of merchantability, the language must mention merchantability and be conspicuous; and

(d) No warranties extend to Partner modifications or unsupported configurations.

8.4 Partner Warranties. Partner represents and warrants that:

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

(b) Partner shall market and sell Branded Products in compliance with all applicable laws, including the Alabama Deceptive Trade Practices Act (Ala. Code § 8-19-1 et seq.);

(c) Partner shall not make false, misleading, or deceptive representations regarding the Branded Products that could constitute a violation of Ala. Code § 8-19-5; and

(d) Partner shall use the Products solely in accordance with this Agreement.

8.5 Warranty Remedies. If Products fail to conform to the warranties during the Warranty Period, Provider shall, at its option: (a) repair or replace the non-conforming Product at no charge; (b) issue a credit for the purchase price; or (c) refund the purchase price. These remedies are cumulative and in addition to any other remedies available under this Agreement or Alabama law.

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ARTICLE IX: INDEMNIFICATION

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

(a) Actual or alleged infringement, misappropriation, or violation of any third party's IP Rights by the unmodified Products;

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

(c) Provider's breach of any representation, warranty, or covenant herein;

(d) Provider's negligence or willful misconduct; and

(e) Provider's failure to comply with applicable laws.

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 without Provider's written approval; (b) Partner's combination of the Products with unauthorized third-party products or technologies; (c) Partner's use of the Products in a manner not authorized by this Agreement; or (d) Partner's continued use of the Products after Provider provides a non-infringing alternative.

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

(a) Partner's branding, marketing, advertising, or promotional activities, including unauthorized claims or representations;

(b) Partner's unauthorized modifications to the Products;

(c) Partner's breach of any representation, warranty, or covenant herein;

(d) Partner's negligence or willful misconduct;

(e) Partner's violation of any applicable law, including export controls, anti-corruption laws, the Alabama Deceptive Trade Practices Act, or consumer protection statutes; and

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

9.4 Indemnification Procedures.

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

(b) The indemnifying Party shall have the right to assume and control the defense of any indemnified claim with counsel reasonably acceptable to the indemnified Party.

(c) The indemnified Party shall cooperate fully in the defense and shall have the right to participate at its own expense.

(d) The indemnifying Party shall not settle any claim without the indemnified Party's prior written consent if the settlement: (i) imposes non-monetary obligations on the indemnified Party; (ii) does not include a complete release; or (iii) involves an admission of liability by the indemnified Party.

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

9.6 Alabama Indemnification Considerations. Under Alabama law, indemnification agreements are generally enforceable in commercial transactions between sophisticated parties with equal bargaining power. The Parties acknowledge that: (a) Alabama courts construe indemnification provisions according to their terms where both parties are commercial entities; (b) indemnification for one's own negligence requires clear and unequivocal language; and (c) Alabama follows the principle that contractual indemnity provisions are enforced as written when the contract language clearly and unambiguously shows the intent to indemnify.

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ARTICLE X: LIMITATION OF LIABILITY

10.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY ALABAMA LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING 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 THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability. EXCEPT FOR THE CARVE-OUTS IN SECTION 10.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY 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 in Sections 10.1 and 10.2 shall not apply to:

(a) IP infringement indemnification obligations under Article IX;

(b) Breach of confidentiality obligations under Article VII;

(c) Willful misconduct, fraud, or intentional breach;

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

(e) Liability for bodily injury or death; and

(f) Liability that cannot be limited under the Alabama Uniform Commercial Code (Ala. Code Title 7) or other mandatory provisions of Alabama law.

10.4 Essential Purpose. The Parties acknowledge that the liability limitations are an essential element of the bargain and shall apply even if any limited remedy fails of its essential purpose, to the extent permitted by Ala. Code § 7-2-719 (contractual modification or limitation of remedy).

10.5 Basis of the Bargain. Each Party acknowledges reliance upon the liability limitations as a reasonable allocation of risk between commercially sophisticated parties.

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ARTICLE XI: TERM AND TERMINATION

11.1 Initial Term. This Agreement shall commence on the Effective Date and continue for [____] years (the "Initial Term"), unless earlier terminated as provided herein.

11.2 Renewal.

☐ Automatic Renewal. This Agreement shall automatically renew for successive [____]-year periods unless either Party provides written notice of non-renewal at least [____] days prior to expiration of the then-current term.

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

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

11.3 Termination for Cause. Either Party may terminate this Agreement upon written notice if:

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

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

(c) The other Party is subject to government sanctions, export restrictions, or regulatory actions that materially impair performance;

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

(e) Partner fails to meet Minimum Purchase Commitments for [____] consecutive quarters and fails to cure within [____] days of notice.

11.4 Termination for Convenience. Either Party may terminate without cause upon [____] days' prior written notice; provided that termination for convenience shall not relieve the terminating Party of obligations accrued prior to the effective date of termination.

11.5 Effects of Termination. Upon expiration or termination:

(a) All rights and licenses granted to Partner immediately terminate except as provided in Section 11.6;

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

(c) Partner shall remove all Provider branding and references from its materials;

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

(e) Partner shall pay all outstanding amounts within [____] days; and

(f) Provider shall fulfill orders accepted prior to termination.

11.6 Wind-Down Period. Partner shall have [____] days following termination (the "Wind-Down Period") to: (a) sell existing inventory; (b) fulfill outstanding End Customer orders; (c) provide ongoing support to existing End Customers; and (d) transition End Customers as directed by Provider. All terms of this Agreement remain in effect during the Wind-Down Period.

11.7 Survival. The following provisions survive termination: 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).

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ARTICLE XII: DATA PROTECTION AND PRIVACY

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

12.2 Alabama Data Breach Notification Act of 2018. The Parties acknowledge and agree to comply with the Alabama Data Breach Notification Act of 2018 (Ala. Code § 8-38-1 et seq.), which requires:

(a) Breach Notification to Individuals. A covered entity that determines a breach of security involving sensitive personally identifying information has occurred, or is reasonably believed to have occurred, shall give notice of the breach to each individual whose sensitive personally identifying information was reasonably believed to have been acquired by an unauthorized person as a result of the breach (Ala. Code § 8-38-5);

(b) Notification Timing. Notice must be provided as expeditiously as possible and without unreasonable delay, but no later than forty-five (45) days after the determination that a breach has or is reasonably believed to have occurred (Ala. Code § 8-38-5);

(c) Attorney General Notification. If a breach involves more than 1,000 Alabama residents, the covered entity must notify the Alabama Attorney General within the same 45-day period (Ala. Code § 8-38-6);

(d) Consumer Reporting Agency Notification. If a breach affects more than 1,000 Alabama residents, the covered entity must also notify the three largest nationwide consumer reporting agencies (Ala. Code § 8-38-6);

(e) Content of Notice. Breach notifications must include the date, estimated date, or estimated date range of the breach; a description of the sensitive personally identifying information acquired; a general description of the actions taken to restore security; and contact information, among other items;

(f) Civil Penalties. A covered entity that violates notification provisions is liable for civil penalties of up to $5,000 per day for each consecutive day of non-compliance, with a maximum penalty of $500,000 per breach (Ala. Code § 8-38-9);

(g) Enforcement. The Alabama Attorney General has exclusive authority to enforce the Act; there is no private right of action under the Act (Ala. Code § 8-38-10); and

(h) Cooperation. The Parties shall cooperate in investigating breaches, providing notifications, and mitigating harm.

12.3 Security Requirements. Each Party shall implement and maintain reasonable security measures, including:

(a) Administrative, technical, and physical safeguards appropriate to the sensitivity of the data;

(b) Protection against anticipated threats to the security of Personal Information;

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

(d) Proper disposal of Personal Information when no longer needed; and

(e) Designation of an employee or employees to coordinate the security program.

12.4 Data Processing Addendum. If either Party processes Personal Information on behalf of the other, the Parties shall execute a Data Processing Addendum (Exhibit E) addressing scope, categories, instructions, sub-processors, security, data subject rights, transfers, and retention.

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

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

(b) The Parties shall cooperate in investigating the breach;

(c) The responsible Party shall bear costs of notification, credit monitoring, and remediation;

(d) The Parties shall comply with notification requirements under Ala. Code § 8-38-5 et seq.; and

(e) Remedial measures shall be implemented to prevent recurrence.

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ARTICLE XIII: INSURANCE

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

(a) Commercial General Liability Insurance with minimum limits of $[________________________________] per occurrence and $[________________________________] aggregate;

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

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

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

(e) Workers' Compensation Insurance as required by Alabama law (Ala. Code § 25-5-1 et seq.); and

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

13.2 Insurance Requirements. All policies shall: (a) be issued by carriers with A.M. Best ratings of A-VII or better; (b) be primary and non-contributory; (c) name the other Party as an additional insured on CGL and product liability policies; and (d) include a waiver of subrogation.

13.3 Certificates. Each Party shall provide certificates of insurance upon request and shall give at least [____] days' prior written notice of material change, cancellation, or non-renewal.

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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 performing its obligations.

14.2 Alabama Business Registration. Each Party conducting business in Alabama shall maintain appropriate business registrations with the Alabama Secretary of State and comply with all applicable Alabama business formation and licensing requirements.

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

14.4 Anti-Corruption. Each Party represents it has not and shall not, in connection with this Agreement, violate the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, or any other applicable anti-corruption law.

14.5 Alabama Deceptive Trade Practices. Partner shall ensure that all marketing, advertising, and sales activities related to the Branded Products comply with the Alabama Deceptive Trade Practices Act (Ala. Code § 8-19-1 et seq.), which prohibits deceptive acts or practices in trade or commerce, including passing off goods as those of another, causing confusion as to source or sponsorship, misrepresenting the characteristics or qualities of goods, and engaging in unconscionable, false, misleading, or deceptive acts or practices (Ala. Code § 8-19-5). Violations may result in civil liability for actual damages or $100 (whichever is greater), up to treble damages, plus attorney's fees (Ala. Code § 8-19-10).

14.6 Alabama Restrictive Covenant Compliance. To the extent this Agreement contains restrictive covenants (including non-compete, non-solicitation, or non-disclosure provisions), the Parties acknowledge compliance with Ala. Code § 8-1-190 et seq. Restrictive covenants must be ancillary to a business relationship and protect a "protectable interest" as defined in Ala. Code § 8-1-191. The Parties intend for all restrictive covenants in this Agreement to be enforceable under Alabama law.

14.7 Product Safety. Provider shall ensure Products comply with applicable product safety requirements, including the Consumer Product Safety Act and any Alabama-specific regulations.

14.8 Records Retention. Each Party shall maintain records of all transactions for a minimum of [____] years and shall make records available for inspection and audit as required.

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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 Alabama, without regard to its conflict-of-laws principles. To the extent Products constitute "goods" under the Alabama UCC (Ala. Code Title 7), UCC provisions shall supplement this Agreement.

15.2 Good Faith Negotiation. Before initiating formal dispute resolution, the Parties agree to attempt resolution through good-faith negotiation between designated senior executives. Each Party shall designate an executive within [____] Business Days of notice. The executives shall meet within [____] Business Days and negotiate for at least [____] Business Days.

15.3 Mediation. If not resolved through negotiation, either Party may submit the dispute to mediation administered by [☐ the American Arbitration Association (AAA) / ☐ JAMS / ☐ other: [________________________________]] in [☐ Birmingham / ☐ Montgomery / ☐ Huntsville], Alabama. Each Party shall bear its own costs; mediator costs shall be shared equally.

15.4 Arbitration or Litigation. Select one:

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

(a) Arbitration shall be conducted in [☐ Birmingham / ☐ Montgomery / ☐ Huntsville], Alabama;

(b) [☐ One (1) / ☐ Three (3)] arbitrator(s) shall be selected under AAA rules;

(c) The arbitrator(s) shall apply Alabama substantive law;

(d) Discovery shall be permitted as agreed or ordered by the arbitrator(s);

(e) A written, reasoned award shall be issued within [____] days of the close of the hearing;

(f) The award shall be final, binding, and enforceable in any court of competent jurisdiction in Alabama; and

(g) The prevailing Party shall recover reasonable attorney's fees and costs.

☐ Litigation. If not resolved through mediation, either Party may initiate litigation:

(a) Exclusive jurisdiction and venue shall be in the state or federal courts located in [☐ Jefferson County (Birmingham) / ☐ Montgomery County / ☐ Madison County (Huntsville)] County, Alabama;

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

(c) The prevailing Party shall recover reasonable attorney's fees and costs.

15.5 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY ALABAMA LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. The Parties acknowledge that Alabama courts generally enforce contractual jury waivers in commercial transactions between sophisticated parties.

15.6 Injunctive Relief. Notwithstanding the dispute resolution procedures herein, either Party may seek temporary or preliminary injunctive relief from any court of competent jurisdiction in Alabama to prevent irreparable harm, including protection of Confidential Information and IP Rights.

15.7 Continued Performance. Pending dispute resolution, the Parties shall continue performing obligations in good faith, except to the extent 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 failure or delay in performance (other than payment obligations) caused by a Force Majeure Event. The affected Party shall: (a) give prompt written notice; (b) use commercially reasonable efforts to mitigate; and (c) resume performance promptly. If a Force Majeure Event continues for more than [____] consecutive days, the non-affected Party may terminate upon [____] days' written notice.

16.2 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, not to be unreasonably withheld; provided, however, that either Party may assign without consent to: (a) an Affiliate; or (b) a successor in connection with a merger, acquisition, or sale of substantially all assets. Any unauthorized assignment shall be null and void.

16.3 Notices. All notices shall be in writing and deemed given when: (a) delivered personally; (b) sent by certified mail, return receipt requested; (c) sent by overnight courier with tracking; or (d) sent by email with confirmed receipt, to the addresses in the preamble or as updated by written notice.

16.4 Severability. If any provision is held invalid, illegal, or unenforceable by an Alabama court, such provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and remaining provisions shall continue in full force.

16.5 Entire Agreement. This Agreement, together with all Exhibits and amendments, constitutes the entire agreement between the Parties regarding the subject matter hereof, superseding all prior negotiations, representations, and agreements, whether written or oral.

16.6 Amendments. This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties.

16.7 Waiver. No waiver of any breach shall constitute a waiver of any subsequent breach. No failure or delay in exercising any right shall operate as a waiver thereof.

16.8 Independent Contractors. The Parties are independent contractors. Nothing herein creates a partnership, joint venture, franchise, agency, or employment relationship. Neither Party has authority to bind the other.

16.9 Counterparts. This Agreement may be executed in counterparts, each deemed an original. Electronic signatures are valid under the Alabama Uniform Electronic Transactions Act (Ala. Code § 8-1A-1 et seq.).

16.10 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. No third party has any right or claim under this Agreement.

16.11 Publicity. Neither Party shall issue any press release or public announcement regarding this Agreement without the other Party's prior written consent, except as required by law.

16.12 Order of Precedence. In case of conflict between the body of this Agreement and any Exhibit, the body shall control. Conflicts among Exhibits shall be resolved by good-faith negotiation.

16.13 Construction. This Agreement shall be construed without regard to any presumption against the drafting Party. Headings are for convenience only.

16.14 Subcontracting. Provider may subcontract obligations to qualified subcontractors, provided: (a) Provider remains fully responsible; (b) subcontractors are bound by confidentiality obligations at least as protective as Article VII; and (c) Provider provides Partner prior written notice of material subcontracting.

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SIGNATURE BLOCKS

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

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	[________________________________]

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

[________________________________]

C.4 Approval Process

All proposed branding materials must be submitted to Provider at [________________________________] for review. Provider shall respond within [____] Business Days.

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EXHIBIT D: SERVICE LEVEL AGREEMENT

D.1 Uptime Commitment

Provider commits to [____]% uptime 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

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

D.5 Maintenance Windows

Scheduled maintenance: [________________________________]
Emergency maintenance notification: [____] hours advance notice

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EXHIBIT E: DATA PROCESSING ADDENDUM

[To be completed if Personal Information processing occurs. The DPA shall comply with the Alabama Data Breach Notification Act (Ala. Code § 8-38-1 et seq.).]

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: Within forty-five (45) days per Ala. Code § 8-38-5

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

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ALABAMA-SPECIFIC COMPLIANCE NOTES

1. Alabama Trade Secrets Act (Ala. Code § 8-27-1 through 8-27-6). Enacted in 1987 and amended in 2010, the ATSA defines trade secrets more specifically than the Uniform Trade Secrets Act, requiring six elements (Ala. Code § 8-27-2). Remedies include injunctive relief (§ 8-27-3), compensatory damages including unjust enrichment or reasonable royalty damages (§ 8-27-4), and attorney's fees for bad-faith claims or willful and malicious misappropriation (§ 8-27-5). The statute of limitations is two (2) years from discovery.

2. Alabama Data Breach Notification Act of 2018 (Ala. Code § 8-38-1 et seq.). Alabama was one of the last states to enact a breach notification law (Acts 2018-396). Key requirements include 45-day notification deadline, Attorney General notification for breaches affecting 1,000+ individuals, civil penalties up to $5,000/day (maximum $500,000 per breach), and no private right of action. The AG has exclusive enforcement authority.

3. Alabama Uniform Commercial Code (Ala. Code Title 7). Alabama's adoption of the UCC governs the sale of goods. Article 2 (Sales) applies to the extent Products constitute "goods." Key provisions include express warranties (§ 7-2-313), implied warranty of merchantability (§ 7-2-314), implied warranty of fitness (§ 7-2-315), warranty disclaimer requirements (§ 7-2-316), and contractual modification of remedies (§ 7-2-719).

4. Alabama Deceptive Trade Practices Act (Ala. Code § 8-19-1 et seq.). The ADTPA prohibits deceptive acts or practices in trade or commerce. Remedies include actual damages or $100 (whichever is greater), up to treble damages in the court's discretion, plus reasonable attorney's fees (§ 8-19-10). The Attorney General may also bring enforcement actions (§ 8-19-8). One-year limitations period from discovery.

5. Restrictive Covenants (Ala. Code § 8-1-190 et seq.). Alabama generally voids contracts restraining lawful business activity (§ 8-1-190(a)) but permits restrictive covenants that protect a "protectable interest" (§ 8-1-191), including trade secrets, confidential information, and customer relationships. Two years is presumptively reasonable for duration. Non-competes are generally unenforceable against professionals.

6. Interest Rates (Ala. Code § 8-8-1 et seq.). Alabama's legal rate of interest is 6% per annum. Parties may contractually agree to a higher rate, subject to usury limitations. Certain commercial transactions are exempt from usury restrictions.

7. Alabama Uniform Electronic Transactions Act (Ala. Code § 8-1A-1 et seq.). Electronic records and signatures are valid and enforceable under Alabama law.

8. Jury Waiver Enforceability. Alabama courts generally enforce contractual jury waivers in commercial transactions between sophisticated parties, though such waivers are construed narrowly and must be knowing and voluntary.

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SOURCES AND REFERENCES

• Alabama Trade Secrets Act: Ala. Code § 8-27-1 et seq. — https://law.justia.com/codes/alabama/title-8/chapter-27/
• Alabama Data Breach Notification Act: Ala. Code § 8-38-1 et seq. — https://law.justia.com/codes/alabama/title-8/chapter-38/
• Alabama Attorney General Data Breach Information — https://www.alabamaag.gov/data-breach-notification/
• Alabama UCC (Title 7): Ala. Code Title 7 — https://law.justia.com/codes/alabama/title-7/
• Alabama Deceptive Trade Practices Act: Ala. Code § 8-19-1 et seq. — https://law.justia.com/codes/alabama/title-8/chapter-19/
• Alabama Restrictive Covenants: Ala. Code § 8-1-190 et seq. — https://law.justia.com/codes/alabama/title-8/chapter-1/article-10/section-8-1-190/
• Alabama UETA: Ala. Code § 8-1A-1 et seq.
• Alabama Data Breach Summary (Davis Wright Tremaine): https://www.dwt.com/gcp/states/alabama
• Alabama Data Breach Summary (Perkins Coie): https://perkinscoie.com/insights/publication/security-breach-notification-chart-alabama

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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 Alabama before use. Laws change frequently; verify all statutory citations before relying on this document.

Prepared for use on the ezel.ai platform.