OEM / WHITE-LABEL AGREEMENT

STATE OF ARKANSAS

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: [________________________________]
Arkansas Entity Registration: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

(hereinafter referred to as "Provider")

AND

PARTNER:
Name: [________________________________]
State of Organization: [________________________________]
Principal Place of Business: [________________________________]
Arkansas Entity Registration: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

(hereinafter referred to as "Partner")

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

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

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 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 Arkansas, including the Arkansas Uniform Commercial Code (Ark. Code Ann. § 4-1-101 et seq.) with respect to the sale of goods, the Arkansas Trade Secrets Act (Ark. Code Ann. § 4-75-601 et seq.) with respect to protection of proprietary information, and the Arkansas Deceptive Trade Practices Act (Ark. Code Ann. § 4-88-101 et seq.) with respect to lawful commercial conduct;

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

WHEREAS, the Parties desire to memorialize the complete terms 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:

ARTICLE I: DEFINITIONS

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

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 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, as may be amended 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 rebranded, relabeled, or repackaged by Partner in conformity with the Brand Guidelines in Exhibit C and the terms herein.

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 Little Rock, Arkansas.

1.8 "Confidential Information" means all non-public information disclosed by either Party to the other, whether in written, oral, electronic, or visual form, that is designated as confidential or that reasonably should be understood to be confidential. This includes 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 that qualifies as a "trade secret" under Ark. Code Ann. § 4-75-601 shall be entitled to the additional protections afforded under the Arkansas Trade Secrets Act.

1.9 "Deliverables" means any products, documentation, training materials, marketing collateral, or other 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 this Agreement.

1.12 "Force Majeure Event" means any event beyond the reasonable control of a Party, including without limitation acts of God, natural disasters (including tornadoes, severe storms, ice storms, flooding, and severe weather events common to Arkansas), epidemics, pandemics, war, terrorism, riots, civil unrest, government actions, embargoes, sanctions, labor disputes, supply chain disruptions, utility failures, fire, 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 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 used in connection with this Agreement.

1.15 "Minimum Purchase Commitment" means the minimum quantity or dollar value of Products that Partner must 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, 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 Arkansas Personal Information Protection Act (Ark. Code Ann. § 4-110-103), which includes an individual's first name, or first initial, and last name in combination with any one or more of the following data elements when either the name or the data element is not encrypted or redacted: (a) Social Security number; (b) driver's license number or Arkansas 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; (d) medical information, meaning any individually identifiable information regarding an individual's medical history, mental or physical condition, or medical treatment or diagnosis by a health care professional; or (e) a biometric record.

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

1.20 "Protectable Business Interest" has the meaning ascribed to it under Ark. Code Ann. § 4-75-101(b)(2), which includes: (i) trade secrets; (ii) intellectual property; (iii) customer lists; (iv) customer goodwill; (v) knowledge of business practices; (vi) methods; (vii) profit margins; (viii) costs; (ix) other confidential business information; (x) training and education provided by the employer; and (xi) other valuable data.

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

1.22 "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.

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

1.24 "Trade Secret" has the meaning ascribed to it under the Arkansas Trade Secrets Act (Ark. Code Ann. § 4-75-601), 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. "Improper means" includes theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means (Ark. Code Ann. § 4-75-601(1)).

1.25 "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.

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 Branded Products;

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

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

2.2 White-Label Rights. Where Authorized Products are designated as White-Label Products in Exhibit A, Partner may:

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

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

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

(d) Create marketing materials identifying the White-Label Products as Partner's offerings, provided such materials comply with all applicable laws, including the Arkansas Deceptive Trade Practices Act (Ark. Code Ann. § 4-88-101 et seq.).

2.3 OEM Rights. Where Authorized Products are designated as OEM Products in Exhibit A, Partner may:

(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 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:

☐ State of Arkansas 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 other partners or distributors for the Authorized Products within the Territory during the Term, provided Partner meets the Minimum Purchase Commitments. Failure to meet commitments for [____] consecutive quarters entitles Provider to convert to a non-exclusive arrangement upon [____] days' written notice.

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

2.6 Restrictions. Partner shall not:

(a) Reverse engineer, decompile, or disassemble any Product, except as expressly permitted by applicable Arkansas or federal law;

(b) Modify, adapt, or create derivative works of the Products except as authorized herein;

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

(d) Remove, obscure, or alter proprietary notices except as authorized under white-label or OEM provisions;

(e) Use the Products for any unlawful purpose, including uses that would violate the Arkansas Deceptive Trade Practices Act;

(f) Make unauthorized representations, warranties, or guarantees regarding the Products;

(g) Assign, sublicense, or transfer rights except as expressly permitted; or

(h) Engage in any deceptive or unconscionable trade practice in connection with the Branded Products as prohibited by Ark. Code Ann. § 4-88-107.

2.7 Reservation of Rights. All rights not expressly granted are reserved by Provider. This Agreement conveys no ownership interest in the Products or Provider's IP Rights.

ARTICLE III: PRODUCT SPECIFICATIONS AND QUALITY

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

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

(a) The Quality Standards in Exhibit A;

(b) All applicable federal, state, and local laws, including Arkansas consumer protection requirements;

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

(d) Any required certifications (e.g., ISO 9001, ISO 27001); and

(e) Product safety requirements applicable in Arkansas.

3.3 Quality Assurance and Testing.

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

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

(c) Provider shall maintain quality testing records for a minimum of [____] years.

3.4 Acceptance and Rejection.

(a) Partner shall have [____] Business Days after delivery (the "Inspection Period") to inspect Products against the Acceptance Criteria.

(b) If Products fail to meet Acceptance Criteria, Partner shall deliver written rejection notice specifying non-conformities within the Inspection Period.

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

(d) Failure to reject within the Inspection Period constitutes acceptance; however, acceptance shall not waive claims regarding latent defects not reasonably discoverable during inspection.

(e) Acceptance shall not waive warranty rights under this Agreement or the Arkansas UCC (Ark. Code Ann. § 4-2-607).

3.5 Product Modifications and Updates.

(a) Provider shall give reasonable advance notice of planned modifications, updates, or upgrades.

(b) Updates and patches shall be delivered per Exhibit D.

(c) Partner may request modifications, which Provider shall consider in good faith. Agreed 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 at least [____] months' written notice before discontinuing any Authorized Product.

(b) Provider shall continue supplying the discontinued Product for [____] months after the notice and shall provide reasonable transition support.

(c) Warranty support and critical security patches shall continue for [____] months after last availability.

ARTICLE IV: BRANDING AND TRADEMARKS

4.1 Brand Guidelines. Partner shall rebrand, relabel, and repackage Authorized Products solely in accordance with Exhibit C. Partner shall submit proposed branding materials for Provider's written approval, which shall not be unreasonably withheld or delayed beyond [____] Business Days.

4.2 Trademark License to Partner. 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 is required or permitted.

4.3 Trademark License to Provider. Partner grants Provider a limited, non-exclusive, non-transferable license to use Partner's Marks solely for manufacturing or labeling White-Label Products in compliance with Partner's brand standards.

4.4 Trademark Ownership. Each Party retains all right, title, and interest in its own Marks. Neither Party acquires ownership rights in the other Party's Marks. All goodwill arising from use of a Party's Marks inures to the 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, consistent with federal and Arkansas trademark law requirements for valid licenses.

4.6 Co-Branding. Any co-branding arrangement shall be documented in a separate written agreement addressing scope, quality control, liability allocation, and termination.

4.7 Labeling Requirements. Partner shall ensure Branded Products comply with all applicable federal, state, and local labeling requirements, including Arkansas product safety, country-of-origin, and industry-specific labeling mandates.

4.8 Prohibited Uses. Neither Party shall: (a) use the other Party's Marks in a manner likely to cause confusion or deception; (b) register or attempt to register marks confusingly similar to the other Party's Marks; (c) challenge the validity of the other Party's Marks; or (d) use the other Party's Marks in any manner that constitutes a deceptive trade practice under Ark. Code Ann. § 4-88-107.

ARTICLE V: PRICING AND PAYMENT

5.1 Pricing. Prices for Authorized Products shall be as set forth in Exhibit B. Provider may adjust prices upon [____] days' prior written notice; annual increases shall not exceed [____]% absent mutual written agreement.

5.2 Payment Terms.

(a) Provider shall issue invoices upon shipment or, for subscription products, per the billing schedule in Exhibit B.

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

(c) Payments shall be in United States Dollars (USD) by wire transfer, ACH, or check.

(d) Late payments shall bear interest at the lesser of: (i) [____]% per month; or (ii) the maximum rate permitted under Arkansas law. Arkansas permits a maximum lawful interest rate of 17% per annum on most loans and contracts (Arkansas Constitution, Article 19, § 13), though certain commercial transactions may be subject to different rates under Ark. Code Ann. § 4-57-104.

5.3 Royalties. If applicable, Partner shall pay royalties on Net Revenue as set forth in Exhibit B. Royalty payments shall be due within [____] days after each calendar [☐ month / ☐ quarter], accompanied by a royalty report detailing:

(a) Branded Products sold, licensed, or distributed during the period;

(b) Gross revenue from such sales;

(c) Itemized deductions to calculate Net Revenue; and

(d) The royalty amount due.

5.4 Minimum Purchase Commitments. Partner shall meet the Minimum Purchase Commitments in Exhibit B. Failure to meet commitments may result in: (a) loss of exclusivity per Section 2.5; (b) discount tier adjustments; and/or (c) termination per Article XI.

5.5 Taxes.

(a) Amounts payable under this Agreement are exclusive of applicable sales, use, excise, and similar taxes.

(b) Partner is responsible for taxes imposed on sales of Branded Products to End Customers, including Arkansas state and local sales and use taxes.

(c) Each Party is responsible for its own income taxes.

(d) The Parties shall cooperate in providing tax exemption certificates as needed.

5.6 Audit Rights.

(a) Each Party shall maintain complete, accurate books and records in accordance with generally accepted accounting principles for [____] years.

(b) Upon [____] days' prior written notice, either Party may engage an independent CPA to audit the other's relevant records, no more than [____] time(s) per calendar year.

(c) If an audit reveals an underpayment exceeding [____]%, the underpaying Party shall promptly pay the deficiency plus interest and reimburse reasonable audit costs.

(d) Audit information shall be treated as Confidential Information.

5.7 Disputed Invoices. If Partner disputes an invoice in good faith, it shall: (a) pay the undisputed portion by the due date; (b) give written notice of the dispute within [____] days; and (c) cooperate to resolve the dispute promptly.

ARTICLE VI: INTELLECTUAL PROPERTY

6.1 Provider's Background IP. Provider retains all right, title, and interest in its Background IP. Nothing herein constitutes an assignment or transfer of Provider's Background IP.

6.2 Partner's Background IP. Partner retains all right, title, and interest in its Background IP. Nothing herein constitutes an assignment or transfer of Partner's Background IP.

6.3 Foreground IP.

(a) Jointly-created IP 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 IP without the other's consent or accounting, subject to confidentiality obligations.

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

☐ Allocation by Nature. Product-related Foreground IP shall be owned by Provider; branding/marketing/distribution Foreground IP shall be owned by Partner.

(b) Each Party shall cooperate in executing documents to perfect IP assignments, including patent applications and copyright registrations, under applicable Arkansas and federal law.

6.4 Improvements.

(a) Provider-developed improvements to Products, including those based on Partner feedback, shall be owned by Provider.

(b) Partner-developed improvements to Partner's branding, marketing, or add-ons shall be owned by Partner.

(c) Partner grants Provider a perpetual, irrevocable, royalty-free, worldwide license to use Partner's feedback, suggestions, and ideas regarding the Products.

6.5 Patent Provisions.

(a) Each Party shall promptly notify the other of any actual or potential patent infringement relating to the Products.

(b) Provider shall have the first right to enforce its patent rights against third-party infringers. Partner shall cooperate and assist in such enforcement.

(c) If Provider declines to enforce, Partner may, with Provider's written consent, take 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 Arkansas Trade Secrets Act (Ark. Code Ann. § 4-75-601 et seq., titled "Theft of Trade Secrets"). Both Parties shall take reasonable measures to maintain secrecy and shall be entitled to all remedies available under the Act, including:

(a) Injunctive Relief. A court may enjoin actual or threatened misappropriation. In exceptional circumstances, an injunction may condition future use upon payment of a reasonable royalty (Ark. Code Ann. § 4-75-602);

(b) Damages. A complainant may recover damages for misappropriation, including actual loss caused by misappropriation and unjust enrichment not accounted for in computing actual loss. In lieu of damages measured by other methods, the court may impose a reasonable royalty for unauthorized disclosure or use (Ark. Code Ann. § 4-75-603);

(c) Exemplary Damages. If willful and malicious misappropriation exists, the court may award exemplary damages in an amount not exceeding twice the compensatory damages (Ark. Code Ann. § 4-75-603);

(d) Attorney's Fees. A court may award reasonable attorney's fees to the prevailing Party if a claim of misappropriation was made in bad faith or if willful and malicious misappropriation exists (Ark. Code Ann. § 4-75-604); and

(e) Statute of Limitations. An action for misappropriation must be brought within three (3) years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered (Ark. Code Ann. § 4-75-606).

6.7 Open Source Software. Provider shall disclose all open-source components in Exhibit A. Provider shall ensure that open-source use does not impose obligations on Partner inconsistent with this Agreement.

ARTICLE VII: CONFIDENTIALITY

7.1 Confidentiality Obligations. Each Receiving Party agrees to:

(a) Hold the Disclosing Party's Confidential Information in strict confidence;

(b) Not disclose Confidential Information without the Disclosing Party's prior written consent, except as permitted herein;

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

(d) Protect Confidential Information using at least the same degree of care used for its own confidential information of similar importance, but no 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 do not apply to information that the Receiving Party demonstrates:

(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 without restriction at the time of disclosure;

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

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

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

7.3 Duration. Confidentiality obligations shall survive for [____] years after expiration or termination; provided that obligations regarding trade secrets (as defined under Ark. Code Ann. § 4-75-601) shall continue for as long as the information qualifies as a trade secret under Arkansas law.

7.4 Return or Destruction. Upon expiration, termination, or 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; and (c) certify compliance in writing; provided that one (1) archival copy may be retained solely for legal compliance purposes, subject to continuing confidentiality obligations.

7.5 Equitable Relief. Each Party acknowledges that unauthorized disclosure may cause irreparable harm. Either Party may seek injunctive relief and equitable remedies without posting a bond or proving actual damages, to the fullest extent permitted by Arkansas law, including remedies available under the Arkansas Trade Secrets Act (Ark. Code Ann. § 4-75-602).

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 and, if applicable, is qualified to do business in Arkansas;

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

(c) Execution, delivery, and performance have been duly authorized;

(d) This Agreement constitutes a legal, valid, and binding obligation, enforceable in accordance with its terms, subject to applicable bankruptcy and insolvency laws;

(e) Execution and performance will not conflict with any applicable law, regulation, order, or agreement;

(f) It holds all necessary permits, licenses, and authorizations, including any business registrations required under Arkansas law; and

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

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

(a) Products shall conform to Product Specifications in all material respects for [____] months following delivery (the "Warranty Period");

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

(c) Products shall be free from malware, viruses, and other malicious code at delivery;

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

(e) Products and their authorized use shall not infringe any third party's IP Rights;

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

(g) Products shall comply with applicable federal, Arkansas, and local laws.

8.3 Arkansas UCC Warranty Provisions. To the extent Products constitute "goods" under the Arkansas UCC (Ark. Code Ann. § 4-2-101 et seq.):

(a) Provider makes the express warranties in Section 8.2, supplementing warranties arising under Ark. Code Ann. § 4-2-313 (express warranties), § 4-2-314 (implied warranty of merchantability), and § 4-2-315 (implied warranty of fitness for a particular purpose);

(b) WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY ARKANSAS LAW, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE UNDER ARK. CODE ANN. § 4-2-314 AND § 4-2-315. TO EXCLUDE OR MODIFY THE IMPLIED WARRANTY OF MERCHANTABILITY, THE LANGUAGE MUST MENTION MERCHANTABILITY AND, IN THE CASE OF A WRITING, MUST BE CONSPICUOUS PER ARK. CODE ANN. § 4-2-316(2). THIS DISCLAIMER IS CONSPICUOUS;

(c) Language excluding all implied warranties of fitness is sufficient if it states, for example, that "there are no warranties which extend beyond the description on the face hereof" per Ark. Code Ann. § 4-2-316(2); and

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

8.4 Partner Warranties. Partner represents and warrants that:

(a) All Partner branding and marketing materials shall not infringe third-party rights;

(b) Partner shall market and sell Branded Products in compliance with all applicable laws, including the Arkansas Deceptive Trade Practices Act (Ark. Code Ann. § 4-88-101 et seq.);

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

(d) Partner shall use the Products and rights solely as authorized herein.

8.5 Warranty Remedies. If Products fail to conform during the Warranty Period, Provider shall, at its option: (a) repair or replace at no charge; (b) issue a credit; or (c) refund the purchase price. These remedies are cumulative and supplement other available remedies.

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 all claims, demands, actions, losses, damages, liabilities, costs, and expenses, including reasonable attorney's fees ("Losses"), arising from:

(a) Actual or alleged infringement of third-party IP Rights by the unmodified Products;

(b) Defects in 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 obligations under Section 9.1(a) do not apply to Losses from: (a) unauthorized modifications by Partner; (b) Partner's combination with unauthorized third-party products; (c) use outside the scope of this Agreement; or (d) continued use 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 all Losses arising from:

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

(b) Unauthorized modifications to the Products;

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

(d) Partner's negligence or willful misconduct;

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

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

9.4 Indemnification Procedures.

(a) The indemnified Party shall provide prompt written notice. Failure to provide prompt notice shall not relieve the indemnifying Party except to the extent actually and materially prejudiced.

(b) The indemnifying Party may assume and control the defense with counsel reasonably acceptable to the indemnified Party.

(c) The indemnified Party shall cooperate fully and may participate at its own expense.

(d) Settlement requires the indemnified Party's consent if it: (i) imposes non-monetary obligations; (ii) lacks a complete release; or (iii) involves an admission of liability.

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

9.6 Arkansas Indemnification Considerations. Under Arkansas law, contractual indemnity provisions are generally enforceable between commercial parties. Arkansas courts will enforce clear and unambiguous indemnification language, including indemnification for a party's own negligence where the language clearly and unmistakably expresses such intent. Anti-indemnity statutes (Ark. Code Ann. § 4-56-104) apply to construction contracts and do not generally extend to commercial supply or licensing agreements of the type contemplated by this Agreement.

ARTICLE X: LIMITATION OF LIABILITY

10.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY ARKANSAS 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, 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 UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY PARTNER TO PROVIDER DURING THE [____]-MONTH PERIOD PRECEDING 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 indemnification obligations;

(b) Breach of confidentiality;

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

(d) Amounts owed for Products delivered and accepted;

(e) Bodily injury or death; and

(f) Liability that cannot be limited under the Arkansas UCC (Ark. Code Ann. § 4-2-719) or other mandatory Arkansas law.

10.4 Essential Purpose. The liability limitations are an essential element of the bargain and shall apply even if any limited remedy fails of its essential purpose, per Ark. Code Ann. § 4-2-719.

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

ARTICLE XI: TERM AND TERMINATION

11.1 Initial Term. This Agreement commences on the Effective Date and continues for [____] years (the "Initial Term"), unless earlier terminated.

11.2 Renewal.

☐ Automatic Renewal. This Agreement automatically renews for successive [____]-year periods unless either Party gives written notice of non-renewal at least [____] days before the then-current term expires.

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

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

(a) The other Party materially breaches and fails to cure within [____] days of written notice;

(b) The other Party becomes insolvent, files for bankruptcy, or makes an assignment for creditors' benefit;

(c) The other Party is subject to government sanctions or regulatory actions materially impairing performance;

(d) The other Party materially violates applicable law, exposing the non-breaching Party to liability; 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; termination for convenience does not relieve accrued payment obligations.

11.5 Effects of Termination. Upon expiration or termination:

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

(b) Partner shall cease marketing, promoting, distributing, and selling Branded Products except during the Wind-Down Period;

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

(d) Each Party shall return or destroy Confidential Information per Section 7.4;

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

(f) Provider shall fulfill pre-termination accepted orders.

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 End Customer support; and (d) transition End Customers as directed. All Agreement terms remain in effect during the Wind-Down Period.

11.7 Survival. The following survive termination: Definitions (Article I), Intellectual Property (Article VI), Confidentiality (Article VII), 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).

ARTICLE XII: DATA PROTECTION AND PRIVACY

12.1 Data Handling. Each Party shall handle Personal Information in compliance with all applicable privacy and data protection laws.

12.2 Arkansas Personal Information Protection Act. The Parties acknowledge and shall comply with the Arkansas Personal Information Protection Act (Ark. Code Ann. § 4-110-101 et seq.), which requires:

(a) Breach Notification to Individuals. Any person or business that acquires, owns, or licenses computerized data that includes personal information shall disclose any breach of the security of the system to any Arkansas resident whose unencrypted personal information was, or is reasonably believed to have been, acquired by an unauthorized person (Ark. Code Ann. § 4-110-105(a));

(b) Notification Timing. Disclosure shall be made in the most expedient time and manner possible and without unreasonable delay, consistent with the legitimate needs of law enforcement and any measures necessary to determine the scope of the breach and to restore the reasonable integrity of the data system (Ark. Code Ann. § 4-110-105(b));

(c) Attorney General Notification. If a breach affects the personal information of more than 1,000 individuals, the person or business shall disclose the breach to the Arkansas Attorney General at the same time as, or within forty-five (45) days after, providing disclosure to affected individuals, whichever occurs first (Ark. Code Ann. § 4-110-105(d));

(d) Consumer Reporting Agency Notification. If a breach affects more than 1,000 individuals, notification must also be provided to the three largest nationwide consumer reporting agencies (Ark. Code Ann. § 4-110-105(c));

(e) Content of Notice. Notification shall include: (i) a description of the incident; (ii) the type of personal information involved; (iii) information on steps taken; (iv) contact information; and (v) guidance for affected individuals;

(f) Safe Harbor. Notification is not required if, after a reasonable investigation, the person or business determines that there is no reasonable likelihood of harm to consumers;

(g) 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 and integrity 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) Regular assessment and updating of security measures.

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.

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

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

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

(d) The Parties shall comply with Ark. Code Ann. § 4-110-105; and

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

ARTICLE XIII: INSURANCE

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

(a) Commercial General Liability Insurance: $[________________________________] per occurrence / $[________________________________] aggregate;

(b) Professional Liability / Errors and Omissions: $[________________________________] per claim / $[________________________________] aggregate;

(c) Product Liability Insurance: $[________________________________] per occurrence / $[________________________________] aggregate;

(d) Cyber Liability Insurance: $[________________________________] per incident, covering data breaches, network security, and privacy liability;

(e) Workers' Compensation Insurance as required by Arkansas law (Ark. Code Ann. § 11-9-101 et seq.); and

(f) Commercial Automobile Liability (if applicable): $[________________________________] per accident.

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

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

ARTICLE XIV: COMPLIANCE AND REGULATORY

14.1 General Compliance. Each Party shall comply with all applicable federal, state, and local laws in performing its obligations.

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

14.3 Export Controls. The Parties shall comply with all U.S. export control laws, including the EAR and 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 violate the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, or any other applicable anti-corruption law in connection with this Agreement.

14.5 Arkansas Deceptive Trade Practices. Partner shall ensure all marketing and sales activities comply with the Arkansas Deceptive Trade Practices Act (Ark. Code Ann. § 4-88-101 et seq.). Key provisions include:

(a) Section 4-88-107 prohibits advertising goods with no intention to sell as advertised and bait-and-switch advertising;

(b) Section 4-88-103 provides that willful deceptive trade practices constitute a Class A misdemeanor;

(c) The Attorney General has enforcement authority under Section 4-88-111; and

(d) Partner shall not engage in any unconscionable, false, misleading, or deceptive act or practice in the promotion or sale of Branded Products.

14.6 Arkansas Restrictive Covenant Compliance. To the extent this Agreement contains restrictive covenants (non-compete, non-solicitation, or non-disclosure provisions), the Parties acknowledge compliance with Ark. Code Ann. § 4-75-101:

(a) Restrictive covenants must be ancillary to a business relationship and protect a "protectable business interest" as defined in § 4-75-101(b)(2);

(b) Covenants must be limited in time and scope no greater than necessary to defend the protectable interest;

(c) A two (2)-year post-termination restriction is presumptively reasonable under § 4-75-101(a)(2);

(d) If restrictions are found unreasonable, an Arkansas court shall reform the covenant to the extent necessary to make it reasonable (§ 4-75-101(d)); and

(e) The court may award damages, injunctive relief, or both for breach of a covenant (§ 4-75-101(e)).

14.7 Product Safety. Provider shall ensure Products comply with applicable product safety requirements.

14.8 Records Retention. Each Party shall maintain transaction records for a minimum of [____] years.

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 Arkansas, without regard to conflict-of-laws principles. To the extent Products constitute "goods" under the Arkansas UCC (Ark. Code Ann. § 4-1-101 et seq.), UCC provisions shall supplement this Agreement.

15.2 Good Faith Negotiation. Before initiating formal proceedings, the Parties shall 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 [☐ Little Rock / ☐ Fayetteville / ☐ Fort Smith], Arkansas. Each Party bears its own costs; mediator costs are 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 under AAA Commercial Arbitration Rules:

(a) Arbitration shall be conducted in [☐ Little Rock / ☐ Fayetteville / ☐ Fort Smith], Arkansas;

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

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

(d) Discovery shall be permitted as agreed or ordered;

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

(f) The award shall be final, binding, and enforceable in any Arkansas court; 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 in the state or federal courts in [☐ Pulaski County (Little Rock) / ☐ Washington County (Fayetteville) / ☐ Benton County (Bentonville)], Arkansas;

(b) Each Party irrevocably consents to personal jurisdiction and venue; and

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

15.5 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY ARKANSAS LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

15.6 Injunctive Relief. Notwithstanding the dispute resolution provisions herein, either Party may seek injunctive relief from any Arkansas court to prevent irreparable harm, including protection of Confidential Information, trade secrets, and IP Rights.

15.7 Continued Performance. Pending dispute resolution, the Parties shall continue performing in good faith, except to the extent performance is the subject of the dispute.

ARTICLE XVI: GENERAL PROVISIONS

16.1 Force Majeure. Neither Party is liable for failure or delay (other than payment) 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 [____] consecutive days, the non-affected Party may terminate upon [____] days' written notice.

16.2 Assignment. Neither Party may assign this Agreement without prior written consent, not to be unreasonably withheld; provided 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, if the assignee agrees in writing to be bound by this Agreement. Unauthorized assignments are 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 by an Arkansas court, it shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. Remaining provisions continue in full force.

16.5 Entire Agreement. This Agreement, together with all Exhibits and amendments, constitutes the entire agreement and supersedes all prior negotiations, representations, and agreements.

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 constitutes a waiver of any subsequent breach. No failure or delay in exercising any right operates as a waiver.

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

16.9 Counterparts. This Agreement may be executed in counterparts, each deemed an original. Electronic signatures are valid under the Arkansas Uniform Electronic Transactions Act (Ark. Code Ann. § 25-32-101 et seq.).

16.10 No Third-Party Beneficiaries. This Agreement benefits only the Parties and their permitted successors and assigns.

16.11 Publicity. Neither Party shall issue press releases or public announcements 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 and any Exhibit, the body controls. 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 drafter. Headings are for convenience only.

16.14 Subcontracting. Provider may subcontract 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 gives Partner prior written notice of material subcontracting.

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: [__/__/____]

EXHIBIT A: PRODUCT SPECIFICATIONS

A.1 Authorized Products

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

EXHIBIT B: PRICING SCHEDULE

B.1 Product Pricing

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

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)

EXHIBIT C: BRAND GUIDELINES

C.1 Approved Branding Elements

• Partner Brand Name: [________________________________]
• 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

Submit to Provider at [________________________________] for review. Provider shall respond within [____] Business Days.

EXHIBIT D: SERVICE LEVEL AGREEMENT

D.1 Uptime Commitment

Provider commits to [____]% uptime measured [☐ monthly / ☐ quarterly].

D.2 Support Tiers

D.3 Escalation Procedures

[________________________________]

D.4 Service Credits

D.5 Maintenance Windows

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

EXHIBIT E: DATA PROCESSING ADDENDUM

[To be completed if Personal Information processing occurs. The DPA shall comply with the Arkansas Personal Information Protection Act (Ark. Code Ann. § 4-110-101 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 Breach Notification Timeline: As expedient as possible per Ark. Code Ann. § 4-110-105; AG notification within 45 days if 1,000+ individuals affected

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

ARKANSAS-SPECIFIC COMPLIANCE NOTES

1. Arkansas Trade Secrets Act (Ark. Code Ann. § 4-75-601 through 4-75-607). Arkansas adopted the Uniform Trade Secrets Act under the title "Theft of Trade Secrets" within the Unfair Practices chapter. Key features: trade secret definition mirrors the UTSA (§ 4-75-601); "improper means" includes theft, bribery, misrepresentation, breach of duty, and espionage (§ 4-75-601(1)); remedies include injunctive relief (§ 4-75-602), compensatory damages and unjust enrichment (§ 4-75-603), exemplary damages up to twice compensatory damages for willful and malicious misappropriation (§ 4-75-603), and attorney's fees (§ 4-75-604). The statute of limitations is three (3) years from discovery (§ 4-75-606).

2. Arkansas Personal Information Protection Act (Ark. Code Ann. § 4-110-101 et seq.). Key requirements: notification must be made in the most expedient time possible and without unreasonable delay (§ 4-110-105(b)); the AG must be notified when breaches affect 1,000+ individuals (§ 4-110-105(d)); consumer reporting agencies must also be notified for breaches affecting 1,000+ individuals (§ 4-110-105(c)). Personal information includes biometric data (§ 4-110-103). A safe harbor exists where no reasonable likelihood of harm is determined.

3. Arkansas Uniform Commercial Code (Ark. Code Ann. § 4-1-101 et seq.). Article 2 (Sales) governs the sale of goods. Key provisions: express warranties (§ 4-2-313), implied warranty of merchantability (§ 4-2-314), implied warranty of fitness for a particular purpose (§ 4-2-315), warranty disclaimer requirements (§ 4-2-316), and contractual modification of remedies (§ 4-2-719).

4. Arkansas Deceptive Trade Practices Act (Ark. Code Ann. § 4-88-101 et seq.). The ADTPA prohibits deceptive and unconscionable trade practices. Section 4-88-107 specifically prohibits advertising goods with no intention to sell and bait-and-switch advertising. Willful violations constitute a Class A misdemeanor (§ 4-88-103). The Attorney General has enforcement authority under § 4-88-111. Certain industries regulated by other state agencies are exempt (§ 4-88-101).

5. Restrictive Covenants (Ark. Code Ann. § 4-75-101). Arkansas enacted comprehensive restrictive covenant legislation effective July 22, 2015. Key provisions: covenants must be ancillary to a business relationship and protect a "protectable business interest" (§ 4-75-101(b)); two (2) years is presumptively reasonable (§ 4-75-101(a)(2)); courts must reform overbroad covenants rather than void them (§ 4-75-101(d)); protectable interests include trade secrets, IP, customer lists, goodwill, knowledge of business practices, methods, profit margins, costs, and employee training (§ 4-75-101(b)(2)). Arkansas recently banned physician non-compete agreements.

6. Interest Rates. The Arkansas Constitution (Article 19, § 13) caps the maximum lawful interest rate at 17% per annum for most transactions. Certain commercial loans and transactions are subject to different rate limitations under Ark. Code Ann. § 4-57-104.

7. Uniform Electronic Transactions Act (Ark. Code Ann. § 25-32-101 et seq.). Electronic records and electronic signatures are valid and enforceable under Arkansas law.

8. Jury Waiver Enforceability. Arkansas courts may enforce contractual jury waivers in commercial transactions, though such waivers are closely scrutinized and must be knowing, voluntary, and intelligent.

SOURCES AND REFERENCES

• Arkansas Trade Secrets Act: Ark. Code Ann. § 4-75-601 et seq. — https://law.justia.com/codes/arkansas/title-4/subtitle-6/chapter-75/subchapter-6/section-4-75-601/
• Arkansas Personal Information Protection Act: Ark. Code Ann. § 4-110-101 et seq. — https://law.justia.com/codes/arkansas/title-4/subtitle-7/chapter-110/section-4-110-105/
• Arkansas UCC (Article 2): Ark. Code Ann. § 4-2-101 et seq.
• Arkansas Deceptive Trade Practices Act: Ark. Code Ann. § 4-88-101 et seq. — https://law.justia.com/codes/arkansas/title-4/subtitle-7/chapter-88/
• Arkansas Restrictive Covenants: Ark. Code Ann. § 4-75-101 — https://law.justia.com/codes/arkansas/title-4/subtitle-6/chapter-75/subchapter-1/section-4-75-101/
• Arkansas UETA: Ark. Code Ann. § 25-32-101 et seq.
• Arkansas Data Breach Summary (Davis Wright Tremaine): https://www.dwt.com/gcp/states/arkansas
• Arkansas Deceptive Trade Practices (FindLaw): https://www.findlaw.com/state/arkansas-law/arkansas-deceptive-trade-practices-laws.html

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

Prepared for use on the ezel.ai platform.