Arizona OEM/White-Label Agreement

OEM / WHITE-LABEL AGREEMENT

STATE OF ARIZONA

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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: [________________________________]
Arizona Corporation Commission File No.: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

(hereinafter referred to as "Provider")

AND

PARTNER:
Name: [________________________________]
State of Organization: [________________________________]
Principal Place of Business: [________________________________]
Arizona Corporation Commission File No.: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

(hereinafter referred to as "Partner")

Provider and Partner are each individually a "Party" and collectively 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 subject to the terms, conditions, quality standards, and restrictions contained in this Agreement;

WHEREAS, the Parties intend for this Agreement to be governed by the laws of the State of Arizona, including the Arizona Uniform Commercial Code (A.R.S. Title 47) with respect to the sale of goods, the Arizona Uniform Trade Secrets Act (A.R.S. § 44-401 et seq.) with respect to protection of proprietary information, and the Arizona Consumer Fraud Act (A.R.S. § 44-1521 et seq.) with respect to lawful commercial conduct;

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

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

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties herein, and for other good and valuable consideration, the receipt and sufficiency of which are 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 for the Products as set forth in Exhibit A or as otherwise agreed 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 that Party. "Control" means 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 that Provider has approved for resale, distribution, or sublicensing by Partner, as identified in Exhibit A and 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.

1.6 "Brand Guidelines" means the specifications, standards, and requirements for Partner's use of trademarks, trade dress, packaging, and branding materials 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 Phoenix, Arizona.

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 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. Information that qualifies as a "trade secret" under A.R.S. § 44-401 shall receive the additional protections of the Arizona Uniform Trade Secrets Act.

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

1.10 "End Customer" means any individual or entity that purchases, licenses, or 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 extreme heat events, dust storms (haboobs), wildfires, flash flooding, and monsoon storms characteristic of Arizona), 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 forms of intellectual property, whether registered or unregistered, and all applications, renewals, extensions, and restorations thereof.

1.14 "Marks" means the trademarks, service marks, trade names, logos, and other brand identifiers of either Party 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 set forth 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, 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 Arizona Data Breach Notification Law (A.R.S. § 18-551), which defines personal information as an individual's first name or first initial and last name in combination with one or more of the following data elements, when the data element is not encrypted, redacted, or secured by any other method rendering the element unreadable or unusable: (a) Social Security number; (b) number on a driver license issued pursuant to A.R.S. § 28-3166 or a nonoperating identification license issued pursuant to A.R.S. § 28-3165; (c) a private key that is unique to an individual and that is used to authenticate or sign an electronic record; (d) an individual's financial account number or credit or debit card number in combination with any required security code, access code, or password that would allow access to the individual's financial account; (e) an individual's health insurance identification number; (f) information about an individual's medical or mental health treatment or diagnosis by a health care professional; (g) a passport number; (h) an individual's taxpayer identification number; or (i) unique biometric data generated from a measurement or analysis of human body characteristics to authenticate an individual.

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

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

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

1.22 "Security Incident" has the meaning ascribed to it under A.R.S. § 18-551, meaning an event that creates reasonable suspicion that a person's information systems or computerized data may have been compromised, or that measures put in place to protect the person's information systems or computerized data may have failed.

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 Arizona Uniform Trade Secrets Act (A.R.S. § 44-401(4)), which defines a trade secret as information, including a formula, pattern, compilation, program, device, method, technique or process that both: (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 (A.R.S. § 44-401(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 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 hereof, 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;

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

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

(d) Create marketing materials identifying the White-Label Products as Partner's offerings, provided such materials comply with all applicable laws, including the Arizona Consumer Fraud Act (A.R.S. § 44-1521 et seq.), and do not contain deceptive, misleading, or fraudulent representations.

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

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

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

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

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

2.4 Territory. The license is limited to:

☐ State of Arizona 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 within the Territory during the Term, provided Partner meets Minimum Purchase Commitments. Failure to meet commitments for [____] consecutive quarters entitles Provider to convert to non-exclusive upon [____] days' written notice.

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

2.6 Restrictions. Partner shall not:

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

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

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

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

(e) Use Products for any unlawful purpose or in connection with any consumer fraud in violation of A.R.S. § 44-1522;

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

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

(h) Engage in deception, deceptive or unfair acts or practices, fraud, false pretense, false promise, misrepresentation, or concealment of material facts in connection with Branded Products as prohibited by A.R.S. § 44-1522.

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.

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ARTICLE III: PRODUCT SPECIFICATIONS AND QUALITY

3.1 Product Specifications. Products shall conform to the Product Specifications in Exhibit A. Material changes require [____] days' prior written notice and Partner's consent, not to be unreasonably withheld.

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

(a) The Quality Standards in Exhibit A;

(b) All applicable federal, state, and local laws, including Arizona 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 Arizona.

3.3 Quality Assurance and Testing.

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

(b) Partner may inspect Provider's manufacturing facilities and quality 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 at least [____] years and make them available to Partner upon reasonable request.

3.4 Acceptance and Rejection.

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

(b) If Products fail Acceptance Criteria, Partner shall deliver written rejection 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, but acceptance does not waive claims for latent defects.

(e) Acceptance does not waive warranty rights under this Agreement or the Arizona UCC (A.R.S. Title 47, Article 2).

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.

3.6 End-of-Life Policy.

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

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

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

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ARTICLE IV: BRANDING AND TRADEMARKS

4.1 Brand Guidelines. Partner shall rebrand and repackage Authorized Products solely per Exhibit C. All proposed branding materials require Provider's prior written approval, not to 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 for marketing and distributing 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. No ownership rights transfer under this Agreement. All goodwill arising from use of a Party's Marks inures to the owner.

4.5 Quality Control. The trademark-licensing Party retains the right to review and approve the quality of goods and services offered under its Marks. Such quality control is required under federal and Arizona trademark law to maintain valid trademark licenses.

4.6 Co-Branding. Any co-branding arrangement must be documented separately, 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 laws, including Arizona product safety, country-of-origin, and industry-specific requirements.

4.8 Prohibited Uses. Neither Party shall: (a) use the other's Marks in a manner likely to cause confusion or constitute a deceptive trade practice; (b) register marks confusingly similar to the other's Marks; (c) challenge the validity of the other's Marks; or (d) use the other's Marks in a manner constituting consumer fraud under A.R.S. § 44-1522.

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ARTICLE V: PRICING AND PAYMENT

5.1 Pricing. Prices for Authorized Products are 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 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 Arizona law. Arizona allows a legal interest rate of 10% per annum unless otherwise specified in the contract (A.R.S. § 44-1201). Parties may contractually agree to a different rate, subject to Arizona usury limitations.

5.3 Royalties. If applicable, Partner shall pay royalties on Net Revenue per Exhibit B. Royalty payments are due within [____] days after each calendar [☐ month / ☐ quarter], with a royalty report detailing:

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

(b) Gross revenue;

(c) Itemized deductions to calculate Net Revenue; and

(d) The royalty amount due.

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

5.5 Taxes.

(a) Amounts under this Agreement are exclusive of applicable taxes.

(b) Partner is responsible for taxes on sales to End Customers, including Arizona transaction privilege tax (TPT), county excise taxes, and municipal privilege taxes. Note: Arizona imposes a transaction privilege tax rather than a traditional sales tax; the tax is imposed on the vendor for the privilege of doing business in Arizona but may be passed on to the purchaser.

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

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

5.6 Audit Rights.

(a) Each Party shall maintain complete, accurate books and records per GAAP for [____] years.

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

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

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

5.7 Disputed Invoices. Partner shall: (a) pay the undisputed portion; (b) give written notice within [____] days; and (c) cooperate to resolve the dispute.

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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. Each Party may use, license, and exploit without consent or accounting to the other, subject to confidentiality obligations.

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

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

(b) Each Party shall cooperate in executing documents to perfect IP assignments under Arizona and federal law.

6.4 Improvements.

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

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

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

6.5 Patent Provisions.

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

(b) Provider shall have the first right to enforce its patent rights. Partner shall cooperate and assist.

(c) If Provider declines, Partner may, with Provider's consent, enforce at Partner's expense.

6.6 Trade Secret Protection. The Parties acknowledge that information exchanged under this Agreement may constitute trade secrets under the Arizona Uniform Trade Secrets Act (A.R.S. § 44-401 et seq., also known as "AUTSA"). Both Parties shall take reasonable measures to maintain secrecy and are entitled to all statutory remedies, including:

(a) Injunctive Relief. A court may enjoin actual or threatened misappropriation. An injunction may be terminated when the trade secret ceases to exist, but the injunction may be continued for an additional period to eliminate commercial advantage derived from the misappropriation (A.R.S. § 44-402);

(b) Damages. A complainant may recover damages for misappropriation, including both the actual loss caused by misappropriation and unjust enrichment not taken into account in computing actual loss. In lieu of other damage measures, a reasonable royalty may be imposed for unauthorized disclosure or use (A.R.S. § 44-403);

(c) Exemplary Damages. If willful and malicious misappropriation exists, the court may award exemplary damages not exceeding twice the amount of the award made under A.R.S. § 44-403 (A.R.S. § 44-403(B));

(d) Attorney's Fees. A court may award reasonable attorney's fees if a claim of misappropriation is made in bad faith, a motion to terminate an injunction is made or resisted in bad faith, or willful and malicious misappropriation exists (A.R.S. § 44-404); 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 (A.R.S. § 44-405).

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

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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 without prior written consent, except as permitted herein;

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

(d) Protect with at least the same degree of care used for its own confidential information, but no less than a reasonable degree of care; and

(e) Limit access to those with a legitimate need to know who are bound by written confidentiality obligations at least as protective as these provisions.

7.2 Exceptions. Confidentiality obligations do not apply to information that the Receiving Party demonstrates:

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

(b) Was already known without restriction;

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

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

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

7.3 Duration. Confidentiality obligations survive for [____] years after termination; obligations regarding trade secrets (A.R.S. § 44-401) continue as long as the information qualifies as a trade secret.

7.4 Return or Destruction. Upon termination or the Disclosing Party's request, the Receiving Party shall promptly: (a) return all tangible materials; (b) delete or destroy electronic copies; and (c) certify compliance in writing; provided that one (1) archival copy may be retained for legal compliance, subject to continuing obligations.

7.5 Equitable Relief. Either Party may seek injunctive relief and equitable remedies without posting bond or proving actual damages, consistent with remedies under the Arizona Uniform Trade Secrets Act (A.R.S. § 44-402). Arizona courts may grant injunctive relief under A.R.S. § 44-402 to prevent actual or threatened misappropriation of trade secrets.

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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 and, if applicable, is qualified to do business in Arizona and registered with the Arizona Corporation Commission as required;

(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 is a legal, valid, and binding obligation, enforceable in accordance with its terms, subject to 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 registrations required by the Arizona Corporation Commission and any applicable Arizona licensing requirements; 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 herein; and

(g) Products comply with applicable federal, Arizona state, and local laws.

8.3 Arizona UCC Warranty Provisions. To the extent Products constitute "goods" under the Arizona UCC (A.R.S. Title 47, Article 2):

(a) Provider makes the express warranties in Section 8.2, supplementing any warranties under A.R.S. § 47-2313 (express warranties), § 47-2314 (implied warranty of merchantability), and § 47-2315 (implied warranty of fitness for a particular purpose);

(b) WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY ARIZONA LAW, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE UNDER A.R.S. § 47-2314 AND § 47-2315. TO EXCLUDE THE IMPLIED WARRANTY OF MERCHANTABILITY, THE LANGUAGE MUST MENTION MERCHANTABILITY AND, IN A WRITING, MUST BE CONSPICUOUS PER A.R.S. § 47-2316(2). THIS DISCLAIMER IS CONSPICUOUS AS REQUIRED BY ARIZONA LAW;

(c) To exclude all implied warranties of fitness, it is sufficient if the writing states, for example, "there are no warranties which extend beyond the description on the face hereof" per A.R.S. § 47-2316(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 Arizona Consumer Fraud Act (A.R.S. § 44-1521 et seq.);

(c) Partner shall not engage in deception, deceptive or unfair acts, fraud, false pretense, false promise, or misrepresentation regarding the Branded Products in violation of A.R.S. § 44-1522; 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 under this Agreement and Arizona 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 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 the design, manufacture, or production of the Products;

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

(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; (b) 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, or promotional activities, including unauthorized claims;

(b) Unauthorized modifications;

(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 Arizona Consumer Fraud Act, export controls, or anti-corruption laws; and

(f) End Customer claims arising from Partner's failure to provide adequate support or disclosures.

9.4 Indemnification Procedures.

(a) Prompt written notice of any claim. Failure to provide prompt notice does not relieve the indemnifying Party except to the extent of actual and material prejudice.

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

(c) The indemnified Party shall cooperate 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 shall not exceed $[________________________________], except for Losses from: (a) willful misconduct or fraud; (b) confidentiality breaches; (c) IP indemnification; or (d) bodily injury or death.

9.6 Arizona Indemnification Considerations. Under Arizona law:

(a) Contractual indemnity provisions are generally enforceable between commercial parties;

(b) Arizona recognizes both express and implied contractual indemnification;

(c) Clear and unambiguous language is required to indemnify a party for its own negligence;

(d) Arizona's anti-indemnity statute (A.R.S. § 34-226) applies only to construction contracts and does not restrict indemnification in commercial supply or licensing agreements; and

(e) Arizona follows the comparative fault system (A.R.S. § 12-2505), which may affect indemnification allocation in certain circumstances.

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ARTICLE X: LIMITATION OF LIABILITY

10.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY ARIZONA 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 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 do not apply to:

(a) IP indemnification obligations;

(b) Breach of confidentiality obligations;

(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 Arizona UCC (A.R.S. § 47-2719) or other mandatory Arizona law.

10.4 Essential Purpose. The liability limitations are an essential element of the bargain and apply even if any limited remedy fails of its essential purpose, per A.R.S. § 47-2719.

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

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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. Automatically renews for successive [____]-year periods unless either Party gives written notice of non-renewal at least [____] days before expiration.

☐ Optional Renewal. May be renewed by mutual written agreement executed at least [____] days before expiration.

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

(a) Material breach uncured within [____] days of written notice;

(b) Insolvency, bankruptcy filing, receivership, or assignment for creditors' benefit;

(c) Government sanctions or regulatory actions materially impairing performance;

(d) Material violation of law exposing the non-breaching Party to liability; or

(e) Failure to meet Minimum Purchase Commitments for [____] consecutive quarters, uncured within [____] days.

11.4 Termination for Convenience. Either Party may terminate without cause upon [____] days' prior written notice; termination does not relieve accrued payment obligations.

11.5 Effects of Termination. Upon expiration or termination:

(a) All rights and licenses terminate immediately 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 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. Definitions (Article I), IP (Article VI), Confidentiality (Article VII), Warranties (for 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) survive termination.

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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 Arizona Data Breach Notification Law. The Parties shall comply with the Arizona Data Breach Notification Law (A.R.S. § 18-551 et seq.), which requires:

(a) Definitions. A "security incident" means an event that creates reasonable suspicion that a person's information systems or computerized data may have been compromised or that protective measures may have failed (A.R.S. § 18-551(9));

(b) Investigation Obligation. Upon becoming aware of a security incident, a person that owns, maintains, or licenses unencrypted and unredacted computerized personal information shall conduct a reasonable investigation to promptly determine whether there has been a breach of the security system (A.R.S. § 18-552(A));

(c) Breach Notification to Individuals. If the investigation results in a determination that there has been a breach of the security system, the person shall notify the individuals affected within forty-five (45) days after the determination (A.R.S. § 18-552(B));

(d) Attorney General Notification. If a breach involves more than 1,000 Arizona residents, the person shall notify the Arizona Attorney General within forty-five (45) days of the determination (A.R.S. § 18-552(E));

(e) Consumer Reporting Agency Notification. If a breach involves more than 1,000 Arizona residents, the person shall also notify the three largest nationwide consumer reporting agencies (A.R.S. § 18-552(E));

(f) Content of Notice. Notifications must include: (i) the approximate date of the breach; (ii) a brief description of personal information included in the breach; (iii) the toll-free telephone numbers, addresses, and websites for the three largest nationwide consumer reporting agencies; (iv) the toll-free telephone number, address, and website for the Federal Trade Commission; and (v) a statement that the individual can obtain information from the FTC about steps to protect against identity theft;

(g) Enforcement. The Arizona Attorney General may enforce the law; violations constitute unlawful practices under A.R.S. § 44-1522 (Arizona Consumer Fraud Act) (A.R.S. § 18-552(K));

(h) No Private Right of Action. There is no private right of action under this statute; and

(i) 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 data;

(b) Protection against anticipated threats to data security and integrity;

(c) Protection against unauthorized access or use;

(d) Proper disposal 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 becoming aware of a security incident;

(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 A.R.S. § 18-552; 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 during the Term and for [____] years following termination:

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

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

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

(d) Cyber Liability: $[________________________________] per incident;

(e) Workers' Compensation as required by Arizona law (A.R.S. § 23-901 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.

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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.

14.2 Arizona Corporation Commission. Entities doing business in Arizona must comply with the Arizona Corporation Commission's requirements for registration and good standing, including domestic and foreign entity registration, annual report filings, and maintenance of a statutory agent in Arizona (A.R.S. § 10-501 et seq. for corporations; A.R.S. § 29-3101 et seq. for LLCs).

14.3 Export Controls. The Parties shall comply with all U.S. export control laws, including the EAR and ITAR.

14.4 Anti-Corruption. Each Party represents it has not and shall not violate the FCPA, UK Bribery Act, or any other applicable anti-corruption law.

14.5 Arizona Consumer Fraud Act. Partner shall ensure all marketing, advertising, and sales activities comply with the Arizona Consumer Fraud Act (A.R.S. § 44-1521 et seq.), which:

(a) Prohibits deception, deceptive or unfair acts or practices, fraud, false pretense, false promise, misrepresentation, or concealment, suppression, or omission of any material fact with intent that others rely on such concealment, suppression, or omission, in connection with the sale or advertisement of any merchandise (A.R.S. § 44-1522(A));

(b) Was enacted in 1967 to promote truthful business practices and combat deceptive and fraudulent advertising;

(c) Provides for enforcement by the Arizona Attorney General, who may bring actions for injunctive relief, restitution, and civil penalties;

(d) Allows private rights of action by consumers who sustain actual damages resulting from consumer fraud (A.R.S. § 44-1528); and

(e) Provides that violations of A.R.S. § 18-552 (data breach notification) constitute an unlawful practice under A.R.S. § 44-1522.

14.6 Arizona Regulatory Sandbox Program. If any Products fall within the scope of Arizona's Regulatory Sandbox Program (A.R.S. § 41-5601 et seq.), the Parties shall ensure compliance with all sandbox requirements and reporting obligations.

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

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

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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 Arizona, without regard to conflict-of-laws principles. Where Products constitute "goods" under the Arizona UCC (A.R.S. Title 47), UCC provisions 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 [☐ Phoenix / ☐ Tucson / ☐ Scottsdale], Arizona. 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, in accordance with Arizona's Revised Uniform Arbitration Act (A.R.S. Title 12, Chapter 21):

(a) Arbitration shall be conducted in [☐ Phoenix / ☐ Tucson / ☐ Scottsdale], Arizona;

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

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

(d) Discovery shall be permitted as agreed or ordered, consistent with A.R.S. § 12-3017 (discovery in arbitration proceedings);

(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 Arizona court under A.R.S. § 12-3022 (confirmation of award); 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 [☐ Maricopa County (Phoenix) / ☐ Pima County (Tucson)], Arizona;

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

(c) The prevailing Party shall recover reasonable attorney's fees and costs pursuant to A.R.S. § 12-341.01, which permits an award of reasonable attorney's fees to the successful party in any contested action arising out of a contract.

15.5 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY ARIZONA 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 these dispute resolution provisions, either Party may seek injunctive relief from any Arizona court to prevent irreparable harm, including protection of Confidential Information, trade secrets, and IP Rights under A.R.S. § 44-402.

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

15.8 Attorney's Fees. Pursuant to A.R.S. § 12-341.01, in any contested action arising out of a contract, the court may award the successful party reasonable attorney's fees. This provision applies to any litigation arising under this Agreement.

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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 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 a merger, acquisition, or sale of substantially all assets, if the assignee agrees in writing to be bound. 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 Arizona 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 written instrument executed by authorized representatives of both Parties.

16.7 Waiver. No waiver of any breach constitutes a waiver of subsequent breaches. No failure or delay in exercising rights 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 Arizona Uniform Electronic Transactions Act (A.R.S. § 44-7001 et seq.), also known as AETA. Arizona adopted UETA effective September 30, 2000, giving electronic records and signatures the same legal effect as their paper and ink counterparts.

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'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.

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.

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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 ($)	Minimum (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)

B.6 Arizona Transaction Privilege Tax Note: Arizona imposes a transaction privilege tax (TPT) on the seller rather than a traditional sales tax on the buyer. Partner shall comply with all applicable TPT requirements, including county and municipal privilege taxes, when selling Branded Products within Arizona.

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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.

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EXHIBIT D: SERVICE LEVEL AGREEMENT

D.1 Uptime Commitment

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

D.2 Support Tiers

Tier	Responsibility	Response Time	Resolution Target
Tier 1	Partner	[____] hours	[____] hours
Tier 2	Provider	[____] hours	[____] hours
Tier 3	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 Arizona Data Breach Notification Law (A.R.S. § 18-551 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: Investigation required upon discovery of security incident; notification within 45 days of breach determination per A.R.S. § 18-552(B)

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

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ARIZONA-SPECIFIC COMPLIANCE NOTES

1. Arizona Uniform Trade Secrets Act (A.R.S. § 44-401 through 44-407, AUTSA). Arizona adopted the UTSA with minor modifications. Key features: trade secret definition at § 44-401(4) tracks the UTSA; "improper means" includes theft, bribery, misrepresentation, breach of duty, and espionage (§ 44-401(1)); injunctive relief may extend beyond the life of the trade secret to eliminate commercial advantage (§ 44-402); compensatory damages include actual loss and unjust enrichment, or a reasonable royalty in lieu thereof (§ 44-403); exemplary damages up to twice compensatory damages for willful and malicious misappropriation (§ 44-403(B)); attorney's fees available for bad faith or willful misappropriation (§ 44-404); three (3)-year statute of limitations from discovery (§ 44-405); Act does not affect contractual or other remedies (§ 44-407).

2. Arizona Data Breach Notification Law (A.R.S. § 18-551 et seq.). Arizona enacted its data breach notification law in 2006 and significantly amended it in 2018. Key requirements: investigation required upon discovery of a "security incident" (§ 18-552(A)); notification to affected individuals within 45 days of breach determination (§ 18-552(B)); AG and consumer reporting agency notification required for breaches affecting 1,000+ individuals (§ 18-552(E)); personal information definition includes biometric data, health information, passport numbers, and taxpayer identification numbers (§ 18-551(7)); enforcement through the Arizona Consumer Fraud Act -- violations constitute unlawful practices under § 44-1522 (§ 18-552(K)); no private right of action.

3. Arizona Uniform Commercial Code (A.R.S. Title 47). Arizona's UCC governs the sale of goods under Article 2. Key provisions: express warranties (§ 47-2313), implied warranty of merchantability (§ 47-2314), implied warranty of fitness for a particular purpose (§ 47-2315), warranty disclaimer requirements (§ 47-2316), and contractual modification of remedies (§ 47-2719).

4. Arizona Consumer Fraud Act (A.R.S. § 44-1521 et seq.). Enacted in 1967 to promote truthful business practices. The Act prohibits deception, deceptive or unfair acts or practices, fraud, false pretense, false promise, misrepresentation, or concealment of material facts in connection with the sale or advertisement of merchandise (§ 44-1522(A)). The AG may seek injunctive relief, restitution, and civil penalties. Consumers may bring private actions for actual damages (§ 44-1528). Arizona has not adopted the Uniform Deceptive Trade Practices Act. Data breach notification violations are treated as consumer fraud (§ 18-552(K)).

5. Arizona Transaction Privilege Tax. Arizona imposes a transaction privilege tax (TPT) on the seller rather than a traditional sales tax. TPT rates vary by city and county. Partners selling within Arizona must register with the Arizona Department of Revenue and remit applicable TPT. This is a unique feature of Arizona's tax system that differs from most other states.

6. Attorney's Fees (A.R.S. § 12-341.01). Arizona permits the court to award reasonable attorney's fees to the successful party in any contested action arising out of a contract. This is a significant consideration for contract disputes in Arizona and should be considered when evaluating dispute resolution strategies.

7. Revised Uniform Arbitration Act (A.R.S. Title 12, Chapter 21). Arizona adopted the RUAA in 2010 after seven years of consideration. The Act governs arbitration agreements, procedures, discovery, and enforcement of awards. Key provisions include: consolidated arbitration (§ 12-3010), disclosure by arbitrators (§ 12-3012), discovery provisions (§ 12-3017), and confirmation of awards (§ 12-3022).

8. Arizona Uniform Electronic Transactions Act (A.R.S. § 44-7001 et seq.). Effective September 30, 2000. Electronic records and signatures are valid and enforceable.

9. Arizona Corporation Commission. Entities doing business in Arizona must register with the Arizona Corporation Commission and maintain a statutory agent. Foreign entities must obtain a certificate of authority to transact business in Arizona.

10. Comparative Fault. Arizona follows a pure comparative fault system (A.R.S. § 12-2505), which may affect the allocation of liability and damages in certain claims between the Parties.

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SOURCES AND REFERENCES

• Arizona Uniform Trade Secrets Act: A.R.S. § 44-401 et seq. — https://www.azleg.gov/ars/44/00401.htm
• Arizona Data Breach Notification Law: A.R.S. § 18-551 et seq. — https://www.azleg.gov/ars/18/00551.htm
• Arizona Attorney General Data Breach FAQ: https://www.azag.gov/consumer/data-breach/faq
• Arizona UCC (Title 47): A.R.S. Title 47 — https://law.justia.com/codes/arizona/title-44/
• Arizona Consumer Fraud Act: A.R.S. § 44-1521 et seq. — https://www.azleg.gov/ars/44/01522.htm
• Arizona UETA: A.R.S. § 44-7001 et seq. — https://law.justia.com/codes/arizona/2015/title-44/section-44-7001/
• Arizona Revised Uniform Arbitration Act: A.R.S. Title 12, Chapter 21 — https://az.elaws.us/ars/title12_chapter21
• Arizona Corporation Commission: https://www.azcc.gov/
• Arizona Trade Secrets Overview (Provident Lawyers): https://www.providentlawyers.com/trade-secrets-act/
• Arizona Consumer Fraud Act Overview: https://www.providentlawyers.com/the-arizona-consumer-fraud-act/
• Arizona Attorney's Fees Statute: A.R.S. § 12-341.01

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

Prepared for use on the ezel.ai platform.