OEM / WHITE-LABEL AGREEMENT

STATE OF ALABAMA

TABLE OF CONTENTS

1. Appointment and Scope
2. Territory, Segments, and Exclusivity
3. Packaging, Branding, and Restrictions
4. Delivery, Updates, and Roadmap
5. Ordering, Pricing, and Minimums
6. Support and SLAs
7. Marketing and Compliance
8. Data, Security, and Privacy
9. IP and License Grants
10. Warranties and Disclaimers
11. Indemnities
12. Limitation of Liability
13. Term and Termination
14. Effects of Termination
15. Dispute Resolution and Governing Law
16. Miscellaneous
17. Schedules

1. APPOINTMENT AND SCOPE

• Provider licenses the Product for OEM/white-label resale as [BRANDED NAME]; Partner may bundle with its own offerings per this Agreement.
• No authority to modify core functionality without approval.

2. TERRITORY, SEGMENTS, AND EXCLUSIVITY

• Territory [GEOS]; segments [SMB/Enterprise/Public Sector]; exclusivity (if any) tied to performance minimums and compliance.

3. PACKAGING, BRANDING, AND RESTRICTIONS

• Branding rules: allowed rebranding elements, attribution requirements, "powered by" tag, UI/UX constraints.
• Prohibited: reverse engineering, disabling notices, misleading claims, unsupported modifications.

4. DELIVERY, UPDATES, AND ROADMAP

• Delivery model: [SaaS/on-prem/appliance]; update cadence; notice for breaking changes.
• EOL policy; backward compatibility commitments if any.

5. ORDERING, PRICING, AND MINIMUMS

• Price list/discounts in Schedule 1; volume tiers; currency.
• Minimum purchase/commit; true-up mechanics; forecasting cadence.

6. SUPPORT AND SLAs

• Support split: Partner handles Tier 1; Provider handles Tier 2/3.
• SLA targets in Schedule 2; credits/recourse for chronic failure.
• Training and certification obligations for Partner personnel.

7. MARKETING AND COMPLIANCE

• Co-marketing terms; approval process for collateral.
• Compliance with export/sanctions, anti-corruption, AUP-equivalent for end customers.
• Records of end customers if required for compliance, with confidentiality safeguards.

8. DATA, SECURITY, AND PRIVACY

• Data flows and roles (controller/processor); DPA attached if Personal Data processed.
• Security requirements and incident notice timelines; data localization constraints if any.
• Alabama's Data Breach Notification Act (Ala. Code § 8-38-1 et seq.) requires notification of security breaches involving personal information.

9. IP AND LICENSE GRANTS

• Provider retains IP; grants Partner a limited license to white-label and distribute.
• Sublicense rights limited to end customers under Provider-approved terms.
• Partner IP in add-ons: retained by Partner; no implied assignment to Provider.
• Open Source in Product disclosed and governed by its licenses.
• Trade secrets protected under Alabama's Trade Secrets Act (Ala. Code § 8-27-1 et seq.).

10. WARRANTIES AND DISCLAIMERS

• Product conforms to documentation in all material respects; malware-free at delivery.
• No warranties on Partner modifications or unsupported configurations.
• TO THE EXTENT PERMITTED BY ALABAMA LAW, INCLUDING THE ALABAMA UNIFORM COMMERCIAL CODE (ALA. CODE TITLE 7), ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.

11. INDEMNITIES

• Provider: IP indemnity for the unmodified Product; exclusions for combinations/changes by Partner.
• Partner: indemnifies for (a) Partner branding/claims not provided by Provider, (b) modifications, (c) breach of export/sanctions/anti-corruption.

12. LIMITATION OF LIABILITY

• Cap: fees paid/payable in prior [12] months; exclusions for carved-out claims (e.g., IP indemnity, confidentiality breach, willful misconduct).
• Liability limitations enforceable under Alabama law to the extent not prohibited by the Alabama Uniform Commercial Code or other applicable statutes.

13. TERM AND TERMINATION

• Initial term [X] years; renewals [auto/optional].
• Termination for breach uncured within [30] days; insolvency; compliance/export risk; failure to meet minimums (with cure period).

14. EFFECTS OF TERMINATION

• Cease distribution and branding; wind-down sell-off rights [X] days for inventory/SKUs if applicable.
• Return/destroy Provider materials; pay outstanding amounts; end customer support obligations addressed in transition plan.

15. DISPUTE RESOLUTION AND GOVERNING LAW

• Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict of laws principles.
• Venue. Exclusive jurisdiction and venue shall be in the state or federal courts located in [COUNTY] County, Alabama (e.g., Jefferson County for Birmingham, Montgomery County for Montgomery).
• Escalation. The parties agree to attempt good-faith escalation to executives before initiating formal proceedings.
• ☐ Optional Arbitration. If selected, disputes shall be resolved by binding arbitration in [CITY], Alabama, administered by the American Arbitration Association under its Commercial Arbitration Rules.
• JURY WAIVER. TO THE FULLEST EXTENT PERMITTED BY ALABAMA LAW, EACH PARTY HEREBY WAIVES ANY RIGHT TO A JURY TRIAL FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.

16. MISCELLANEOUS

• Assignment rules; subcontracting; notices; force majeure; order of precedence; amendments in writing.
• Electronic signatures valid under Alabama's Uniform Electronic Transactions Act (Ala. Code § 8-1A-1 et seq.).

17. SCHEDULES

• Schedule 1: Price List/Discounts/Minimums.
• Schedule 2: SLA and Support Model.
• Schedule 3: Branding Guidelines.
• Schedule 4: DPA (if applicable).