California OEM/White-Label Agreement

CALIFORNIA OEM / WHITE-LABEL AGREEMENT

Governing Law: State of California

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THIS OEM/WHITE-LABEL AGREEMENT ("Agreement") is entered into as of [__/__/____] ("Effective Date"),

BY AND BETWEEN:

PROVIDER:
Name: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]
Principal Address: [________________________________]
City, State, ZIP: [________________________________], California [____]
Phone: [________________________________]
Email: [________________________________]
("Provider")

AND

PARTNER:
Name: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]
Principal Address: [________________________________]
City, State, ZIP: [________________________________]
Phone: [________________________________]
Email: [________________________________]
("Partner")

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

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TABLE OF CONTENTS

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

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RECITALS

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

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

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

WHEREAS, the Parties intend this Agreement to be governed by and construed in accordance with the laws of the State of California, including but not limited to the California Uniform Commercial Code (Cal. Com. Code § 2101 et seq.), the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.), and the California Consumer Privacy Act as amended by the California Privacy Rights Act (Cal. Civ. Code § 1798.100 et seq.);

WHEREAS, the Parties acknowledge that California Business and Professions Code § 16600 voids contracts that restrain any person from engaging in a lawful profession, trade, or business, and the Parties do not intend this Agreement to create any impermissible restraint of trade;

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

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ARTICLE I: DEFINITIONS

1.1 "Affiliate" means, with respect to either Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where "control" means ownership of fifty percent (50%) or more of the voting securities or equivalent ownership interest.

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

1.3 "Branded Product" means the Product rebranded and/or repackaged by Partner in accordance with this Agreement and the Brand Guidelines set forth in Exhibit C.

1.4 "Business Day" means any day other than a Saturday, Sunday, or California state or federal holiday.

1.5 "CCPA/CPRA" means the California Consumer Privacy Act of 2018 (Cal. Civ. Code § 1798.100 et seq.) as amended by the California Privacy Rights Act of 2020, and all implementing regulations adopted by the California Privacy Protection Agency.

1.6 "Confidential Information" means all non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement, whether oral, written, electronic, or visual, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to trade secrets, business plans, pricing, customer lists, technical data, source code, algorithms, product roadmaps, financial information, and marketing strategies.

1.7 "Consumer" has the meaning ascribed to such term under Cal. Civ. Code § 1798.140(i), as a natural person who is a California resident.

1.8 "CUTSA" means the California Uniform Trade Secrets Act, Cal. Civ. Code § 3426 et seq.

1.9 "Deliverables" means any work product, documentation, or materials delivered by Provider to Partner under this Agreement.

1.10 "End Customer" means any third-party purchaser or licensee of the Branded Product from Partner or Partner's authorized distributors.

1.11 "Foreground IP" means any Intellectual Property Rights conceived, developed, or reduced to practice by or for a Party in the performance of its obligations under this Agreement.

1.12 "Intellectual Property Rights" or "IP Rights" means all patents, copyrights, trademarks, service marks, trade dress, trade secrets, moral rights, rights of publicity, and all other intellectual and industrial property rights of any kind, including applications and registrations therefor, under the laws of any jurisdiction worldwide.

1.13 "Marks" means the trademarks, service marks, trade names, logos, and other brand identifiers of a Party.

1.14 "Minimum Commitment" means the minimum purchase volume or revenue commitment set forth in Exhibit B.

1.15 "Net Revenue" means gross revenue received by Partner from sales of Branded Products, less applicable sales taxes, returns, allowances, and shipping charges.

1.16 "OEM Basis" means the arrangement whereby Provider manufactures or provides the Product, and Partner incorporates it into Partner's own product offering, with or without modification as permitted herein.

1.17 "Open Source Software" means any software or software component that is distributed under an open-source license as defined by the Open Source Initiative, including but not limited to GPL, LGPL, Apache, MIT, and BSD licenses.

1.18 "Personal Information" has the meaning ascribed to such term under Cal. Civ. Code § 1798.140(v), and includes any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Consumer or household.

1.19 "Product" means the goods, software, services, or combination thereof described in Exhibit A, as may be updated from time to time in accordance with this Agreement.

1.20 "Proposition 65" means the Safe Drinking Water and Toxic Enforcement Act of 1986, Cal. Health & Safety Code § 25249.5 et seq., and all implementing regulations.

1.21 "Service Provider" has the meaning ascribed to such term under Cal. Civ. Code § 1798.140(ag).

1.22 "Specifications" means the technical specifications, performance criteria, quality standards, and other requirements for the Product as set forth in Exhibit A.

1.23 "Territory" means: [________________________________] (geographic regions, market segments, or channels).

1.24 "Trade Secret" has the meaning ascribed to such term under Cal. Civ. Code § 3426.1(d), meaning information that derives independent economic value from not being generally known and is subject to reasonable efforts to maintain its secrecy.

1.25 "UCC" means the California Uniform Commercial Code (Cal. Com. Code § 1101 et seq.).

1.26 "White-Label Basis" means the arrangement whereby Provider provides the Product, and Partner rebrands and resells it under Partner's own brand name(s) without modification to the core Product.

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ARTICLE II: GRANT OF RIGHTS

2.1 License Grant. Subject to the terms and conditions of this Agreement, Provider hereby grants to Partner a:

☐ Non-exclusive
☐ Exclusive (within the Territory and applicable market segments only)
☐ Sole (Provider retains right to sell directly within the Territory)

limited license during the Term to:

(a) Purchase, market, distribute, and resell the Product on a:
☐ White-Label Basis
☐ OEM Basis
☐ Both White-Label and OEM Basis

(b) Use Provider's technical documentation solely as necessary for Partner's exercise of the rights granted herein;

(c) Rebrand the Product in accordance with the Brand Guidelines set forth in Exhibit C;

(d) Provide first-tier technical support to End Customers as set forth in Section 3.8.

2.2 Sublicensing. Partner shall not sublicense, sub-distribute, or appoint sub-distributors without the prior written consent of Provider. Any permitted sublicensee shall be bound by terms no less restrictive than this Agreement.

2.3 Territory Restrictions. Partner's rights under this Agreement are limited to the Territory. Partner shall not actively market, sell, or distribute the Branded Product outside the Territory without Provider's prior written consent.

2.4 Exclusivity Conditions. If exclusivity is granted under Section 2.1:

(a) Exclusivity is conditioned upon Partner meeting the Minimum Commitment set forth in Exhibit B;

(b) If Partner fails to meet the Minimum Commitment for [____] consecutive quarters, Provider may convert the exclusive license to a non-exclusive license upon [____] days' written notice;

(c) Provider reserves the right to fulfill orders from customers outside the Territory and from existing customers within the Territory that pre-date this Agreement.

2.5 Reservation of Rights. All rights not expressly granted herein are reserved by Provider. Nothing in this Agreement shall be construed as a sale, assignment, or transfer of any ownership interest in the Product or Provider's Intellectual Property Rights.

2.6 Channel Restrictions. Partner shall distribute Branded Products only through the following channels:

☐ Direct sales
☐ Online sales (specify platforms: [________________________________])
☐ Authorized resellers (subject to Provider approval)
☐ Retail distribution
☐ Government / public sector procurement
☐ Other: [________________________________]

2.7 California Non-Compete Acknowledgment. The Parties acknowledge and agree that, pursuant to California Business and Professions Code § 16600 and § 16600.5, no provision of this Agreement shall be interpreted or enforced in a manner that unreasonably restrains any person from engaging in a lawful profession, trade, or business. Nothing in this Agreement shall prevent either Party or its employees from engaging in any lawful business activity, whether or not competitive with the other Party's business, except to the extent of the limited exclusivity and territory restrictions expressly set forth in Section 2.1 through 2.4, which the Parties agree are reasonable commercial terms governing the scope of the distribution arrangement and are not covenants not to compete within the meaning of Section 16600.

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ARTICLE III: PRODUCT SPECIFICATIONS AND QUALITY

3.1 Specifications. The Product shall conform to the Specifications set forth in Exhibit A. Provider shall not make material changes to the Specifications without [____] days' prior written notice to Partner. Material changes that adversely affect the form, fit, function, or performance of the Product shall require Partner's prior written consent.

3.2 Quality Standards. Provider shall manufacture, produce, or provide the Product in accordance with:

(a) The Specifications;
(b) All applicable federal, state, and local laws, regulations, and industry standards;
(c) Good manufacturing practices (GMP) applicable to the Product category;
(d) Provider's standard quality management system, which shall be no less rigorous than [________________________________] (e.g., ISO 9001, ISO 27001, SOC 2 Type II).

3.3 Quality Assurance and Testing.

(a) Provider shall conduct quality assurance testing on each batch or release of the Product before delivery to Partner in accordance with the testing procedures described in Exhibit A;
(b) Partner shall have the right to conduct incoming inspection and acceptance testing within [____] Business Days of receipt of each shipment or release ("Acceptance Period");
(c) Partner shall provide written notice of any defects or nonconformities discovered during the Acceptance Period;
(d) Products not rejected within the Acceptance Period shall be deemed accepted, subject to Partner's rights regarding latent defects discoverable only through normal use.

3.4 Acceptance and Rejection.

(a) If the Product materially fails to conform to the Specifications, Partner may reject the nonconforming Product by providing written notice specifying the nature of the nonconformity;
(b) Upon receipt of a valid rejection notice, Provider shall, at Provider's option and expense: (i) repair or replace the nonconforming Product within [____] Business Days; or (ii) issue a credit or refund for the nonconforming Product;
(c) Rights under this Section are in addition to any remedies available under the UCC (Cal. Com. Code § 2601 et seq.).

3.5 Product Changes and Roadmap.

(a) Provider shall provide Partner with reasonable advance notice of planned product updates, new versions, end-of-life decisions, and material roadmap changes;
(b) Provider shall use commercially reasonable efforts to maintain backward compatibility for a period of [____] months following the release of any major update;
(c) Provider shall provide Partner with end-of-life notice at least [____] months prior to discontinuation of any Product.

3.6 Samples and Prototypes. Provider shall furnish Partner with samples or beta versions of new Product releases at least [____] days prior to commercial availability for Partner's evaluation and testing.

3.7 Continuous Improvement. Provider shall maintain a continuous improvement program for the Product and shall share relevant quality metrics with Partner on a [quarterly/semi-annual] basis.

3.8 Technical Support.

(a) Partner shall provide first-tier (Tier 1) technical support to End Customers, including initial troubleshooting, FAQ-based assistance, and product usage guidance;
(b) Provider shall provide second-tier (Tier 2) and third-tier (Tier 3) technical support to Partner, including advanced troubleshooting, bug analysis, and engineering-level support;
(c) Provider's support obligations, response times, and service level commitments are set forth in Exhibit A, Section [____] (SLA);
(d) Provider shall provide Partner's support personnel with training and documentation sufficient to perform Tier 1 support obligations.

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ARTICLE IV: BRANDING AND TRADEMARKS

4.1 Brand Guidelines. Partner shall rebrand and market the Product exclusively in accordance with the Brand Guidelines set forth in Exhibit C. All branding, labeling, packaging, marketing materials, and promotional content related to the Branded Product shall comply with the Brand Guidelines.

4.2 Trademark License.

(a) Provider grants Partner a limited, non-exclusive, non-transferable license to use Provider's Marks solely as required for attribution purposes as specified in the Brand Guidelines;
(b) Partner grants Provider a limited, non-exclusive, non-transferable license to use Partner's Marks solely for purposes of identifying Partner as an authorized OEM/white-label partner in Provider's marketing materials, subject to Partner's prior written approval;
(c) All use of a Party's Marks shall inure to the benefit of the Mark owner, and neither Party shall acquire any ownership interest in the other Party's Marks.

4.3 Attribution and "Powered By" Requirements.

☐ "Powered by [Provider Name]" attribution is required on the Branded Product
☐ "Powered by [Provider Name]" attribution is required in documentation only
☐ No attribution required (full white-label)
☐ Other: [________________________________]

4.4 Approval of Materials. Partner shall submit all marketing materials, advertising, packaging, and promotional content that reference or incorporate Provider's Marks or the Product to Provider for written approval at least [____] Business Days prior to use. Provider shall not unreasonably withhold or delay approval.

4.5 Trademark Quality Control. Each Party shall use the other Party's Marks only in a manner consistent with the quality standards and guidelines established by the Mark owner. The Mark owner shall have the right to inspect and approve the quality of goods and services offered under its Marks.

4.6 Co-Branding. Any co-branding arrangements must be approved in writing by both Parties and shall be subject to a separate co-branding agreement or addendum to this Agreement.

4.7 Product Labeling Compliance.

(a) Partner is responsible for ensuring that all labeling and packaging of the Branded Product complies with applicable California and federal labeling requirements;
(b) If the Product contains or is packaged with any substance listed under California Proposition 65 (Cal. Health & Safety Code § 25249.5 et seq.), Partner shall ensure that all required Proposition 65 warnings are provided in accordance with current regulations, including the amended short-form warning requirements effective January 1, 2025, which require identification of at least one listed chemical;
(c) Partner shall ensure Proposition 65 warnings are displayed in the manner and format prescribed by 27 Cal. Code Regs. § 25601 et seq., including the use of the warning symbol (black exclamation point in a yellow equilateral triangle) and minimum type size requirements;
(d) Provider shall promptly notify Partner of any known Proposition 65 listed chemicals in the Product or packaging.

4.8 Prohibited Uses. Partner shall not:

(a) Modify, alter, or distort any of Provider's Marks;
(b) Use Provider's Marks in a manner that implies endorsement or approval not expressly granted;
(c) Register or attempt to register any marks confusingly similar to Provider's Marks;
(d) Make any false, misleading, or deceptive claims about the Product or Provider;
(e) Remove, alter, or obscure any required notices, labels, or attributions on the Product.

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ARTICLE V: PRICING AND PAYMENT

5.1 Pricing. Partner shall pay Provider the prices set forth in Exhibit B ("Pricing Schedule"). Pricing may include:

(a) Per-unit pricing: $[____] per unit;
(b) Volume tier pricing as set forth in Exhibit B;
(c) Royalty-based pricing: [____]% of Net Revenue;
(d) Flat license fee: $[____] per [month/quarter/year];
(e) Combination pricing: [________________________________].

5.2 Price Adjustments. Provider may adjust pricing no more than [once/twice] per calendar year upon [____] days' prior written notice. Price increases shall not exceed [____]% per adjustment period, unless due to documented increases in raw materials, components, or regulatory compliance costs.

5.3 Minimum Commitments.

(a) Partner shall meet the Minimum Commitment of $[________________________________] per [month/quarter/year] or [________________________________] units per [month/quarter/year];
(b) If Partner fails to meet the Minimum Commitment, Provider may: (i) reduce the scope of exclusivity; (ii) adjust pricing; or (iii) terminate this Agreement in accordance with Article XI;
(c) Shortfall payments: If Partner's actual purchases fall below the Minimum Commitment, Partner shall pay Provider the difference between the Minimum Commitment and actual purchases ("Shortfall Payment") within [____] days of the end of the applicable period.

5.4 Payment Terms.

(a) Payment is due within [____] days of the date of Provider's invoice (net [____]);
(b) All payments shall be made in United States Dollars (USD);
(c) Payment method: ☐ Wire transfer ☐ ACH ☐ Check ☐ Credit card ☐ Other: [________________________________];
(d) Late payments shall bear interest at the lesser of: (i) [____]% per month; or (ii) the maximum rate permitted by California law (Cal. Civ. Code § 3289).

5.5 Taxes.

(a) All prices are exclusive of applicable taxes unless otherwise stated;
(b) Partner shall be responsible for all sales, use, value-added, and similar taxes imposed on the sale of the Branded Product to End Customers;
(c) Each Party shall be responsible for its own income taxes arising from transactions under this Agreement;
(d) California sales tax (Cal. Rev. & Tax. Code § 6001 et seq.) applies to tangible personal property; the Parties shall cooperate to determine applicable exemptions for software and digital goods.

5.6 Audit Rights.

(a) Each Party shall maintain complete and accurate books and records related to this Agreement for a period of [____] years following the calendar year to which they relate;
(b) Upon [____] days' prior written notice, and no more than once per calendar year, a Party may audit the other Party's books and records to verify compliance with the financial terms of this Agreement;
(c) Audits shall be conducted by an independent certified public accountant during normal business hours;
(d) If an audit reveals an underpayment exceeding five percent (5%) of the amount due for the audited period, the underpaying Party shall pay the deficiency plus interest and shall reimburse the auditing Party's reasonable audit costs.

5.7 Forecasting. Partner shall provide Provider with [monthly/quarterly] rolling forecasts of anticipated Product orders for the following [____] months. Forecasts are non-binding but shall be made in good faith.

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ARTICLE VI: INTELLECTUAL PROPERTY

6.1 Ownership of Background IP. Each Party retains all right, title, and interest in and to its Background IP. Nothing in this Agreement shall be construed as transferring or assigning any ownership of Background IP from one Party to the other.

6.2 Ownership of Foreground IP.

(a) Foreground IP developed solely by Provider shall be owned by Provider;
(b) Foreground IP developed solely by Partner (including Partner-developed integrations, add-ons, and customizations) shall be owned by Partner;
(c) Foreground IP developed jointly by the Parties shall be jointly owned, with each Party having a non-exclusive, worldwide, royalty-free right to use such jointly owned IP, subject to each Party's confidentiality obligations hereunder;
(d) The Parties shall negotiate in good faith regarding the ownership and licensing of any jointly developed IP prior to commencing joint development activities.

6.3 Improvements.

(a) Any improvements, enhancements, or modifications to the Product conceived or developed by Provider, whether based on Partner's feedback or otherwise, shall be owned by Provider;
(b) Any improvements or modifications to Partner's own products or technology, even if developed in connection with this Agreement, shall be owned by Partner;
(c) Partner hereby assigns to Provider any rights Partner may have in improvements to the core Product, excluding Partner's independently developed add-ons and integrations.

6.4 California Labor Code § 2870 Compliance. To the extent that any employee or contractor of either Party develops inventions in connection with this Agreement, the Parties acknowledge and agree that California Labor Code § 2870 limits the enforceability of invention assignment provisions. Specifically, no employee shall be required to assign an invention that the employee developed entirely on the employee's own time without using the employer's equipment, supplies, facilities, or trade secret information, except for inventions that relate to the employer's business or result from work performed for the employer. Each Party shall ensure that its invention assignment agreements with employees and contractors comply with Cal. Labor Code §§ 2870-2872.

6.5 Trade Secret Protection Under CUTSA.

(a) Each Party acknowledges that the other Party's Confidential Information may include Trade Secrets as defined under the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426.1);
(b) Each Party agrees to take reasonable measures to maintain the secrecy of the other Party's Trade Secrets;
(c) In the event of actual or threatened misappropriation of Trade Secrets, the aggrieved Party shall be entitled to seek injunctive relief, compensatory damages, and exemplary damages as provided under Cal. Civ. Code §§ 3426.2-3426.4;
(d) The statute of limitations for misappropriation claims under CUTSA is three (3) years from the date the misappropriation is discovered or, by the exercise of reasonable diligence, should have been discovered (Cal. Civ. Code § 3426.6).

6.6 Open Source Software.

(a) Provider shall disclose to Partner a list of all Open Source Software components incorporated in or distributed with the Product, including the applicable license terms;
(b) Provider shall ensure that the use of Open Source Software does not impose obligations on Partner that are inconsistent with the terms of this Agreement;
(c) Provider shall promptly notify Partner of any changes to the Open Source Software components in the Product that may affect Partner's rights or obligations.

6.7 IP Cooperation. Each Party agrees to cooperate with the other Party, at the requesting Party's expense, in connection with the registration, prosecution, and enforcement of Intellectual Property Rights arising from this Agreement.

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ARTICLE VII: CONFIDENTIALITY

7.1 Obligations of Confidentiality. The Receiving Party shall:

(a) Hold the Disclosing Party's Confidential Information in strict confidence;
(b) Not disclose Confidential Information to any third party except as permitted under this Agreement;
(c) Use Confidential Information solely for the purposes of performing its obligations and exercising its rights under this Agreement;
(d) Protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;
(e) Limit access to Confidential Information to those employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein.

7.2 Permitted Disclosures. The Receiving Party may disclose Confidential Information:

(a) To its Affiliates, employees, contractors, advisors, and agents who have a need to know and are bound by confidentiality obligations no less restrictive than those herein;
(b) As required by applicable law, regulation, subpoena, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permitted) and cooperates with the Disclosing Party's efforts to seek a protective order or other appropriate remedy;
(c) To potential acquirers, investors, or financing sources in connection with a bona fide transaction, provided such parties are bound by confidentiality obligations no less restrictive than those herein.

7.3 Exceptions. Confidential Information does not include information that:

(a) Is or becomes publicly available through no fault of the Receiving Party;
(b) Was rightfully in the Receiving Party's possession prior to disclosure, as demonstrated by written records;
(c) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information;
(d) Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation.

7.4 Duration of Confidentiality. The obligations of confidentiality under this Article shall survive the termination or expiration of this Agreement for a period of [____] years; provided, however, that obligations with respect to Trade Secrets shall continue for as long as the information qualifies as a Trade Secret under CUTSA (Cal. Civ. Code § 3426.1).

7.5 Return or Destruction. Upon termination or expiration of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information in its possession or control, and shall certify in writing that it has done so. The Receiving Party may retain one archival copy of Confidential Information solely for legal compliance purposes, subject to continuing confidentiality obligations.

7.6 Injunctive Relief. Each Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. Accordingly, either Party may seek injunctive or other equitable relief to enforce this Article without the requirement of posting a bond or proving actual damages, to the fullest extent permitted by California law.

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ARTICLE VIII: REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations and Warranties. Each Party represents and warrants to the other that:

(a) It is a duly organized, validly existing entity in good standing under the laws of its jurisdiction of formation;
(b) It has full power and authority to enter into and perform its obligations under this Agreement;
(c) The execution and performance of this Agreement do not conflict with any other agreement to which it is a party;
(d) It shall comply with all applicable federal, state (including California), and local laws, regulations, and ordinances in the performance of its obligations hereunder.

8.2 Provider Product Warranties. Provider represents and warrants that:

(a) The Product shall conform to the Specifications in all material respects for a period of [____] months from the date of delivery ("Warranty Period");
(b) The Product shall be free from defects in materials and workmanship under normal use during the Warranty Period;
(c) The Product, as delivered by Provider, shall not contain any known viruses, malware, Trojan horses, or other malicious code;
(d) The Product, as delivered by Provider, shall not infringe any third-party Intellectual Property Rights under United States law;
(e) The Product shall comply with all applicable laws and regulations in effect as of the date of delivery, including but not limited to applicable California consumer protection laws;
(f) Provider has obtained all necessary rights, licenses, and consents to grant the rights granted to Partner under this Agreement.

8.3 UCC Warranties (California Commercial Code).

(a) Implied Warranty of Merchantability (Cal. Com. Code § 2314). To the extent the Product constitutes "goods" under the UCC, Provider warrants that the Product shall be merchantable, meaning it shall pass without objection in the trade, be of fair average quality, be fit for the ordinary purposes for which such goods are used, be adequately contained, packaged, and labeled, and conform to any promises or affirmations of fact made on the container or label;
(b) Implied Warranty of Fitness for a Particular Purpose (Cal. Com. Code § 2315). If Provider, at the time of contracting, has reason to know of any particular purpose for which the Product is required, and Partner is relying on Provider's skill or judgment to select or furnish suitable goods, Provider warrants that the Product shall be fit for such particular purpose;
(c) Warranty Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY CALIFORNIA LAW. Any disclaimers herein shall be effective only to the extent permitted under Cal. Com. Code §§ 2316-2317 and shall not disclaim warranties where such disclaimer would be unconscionable under Cal. Civ. Code § 1668 or otherwise prohibited by California law;
(d) Consumer Protection. Nothing in this Section shall limit any rights of End Customers under the Consumers Legal Remedies Act (Cal. Civ. Code § 1750 et seq.), the Song-Beverly Consumer Warranty Act (Cal. Civ. Code § 1790 et seq.), or other applicable California consumer protection statutes.

8.4 Partner Warranties. Partner represents and warrants that:

(a) Partner shall market and sell the Branded Product in compliance with all applicable laws, including California consumer protection laws;
(b) Partner shall not make any representations or warranties to End Customers regarding the Product that exceed the warranties expressly authorized by Provider;
(c) Partner shall comply with the Brand Guidelines and all Proposition 65 labeling requirements applicable to the Branded Product;
(d) Any modifications, customizations, or additions made by Partner to the Product shall not compromise the safety, security, or performance of the Product.

8.5 No Warranty on Modifications. Provider makes no warranty with respect to any Product that has been modified, altered, or combined with other products or software by Partner or any third party, to the extent such modification, alteration, or combination causes or contributes to the nonconformity or defect.

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ARTICLE IX: INDEMNIFICATION

9.1 Provider Indemnification. Provider shall defend, indemnify, and hold harmless Partner, its Affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or relating to:

(a) Any claim that the Product, as delivered by Provider and used in accordance with this Agreement, infringes any United States patent, copyright, trademark, or trade secret of a third party;
(b) Provider's breach of any representation, warranty, or obligation under this Agreement;
(c) Provider's negligence or willful misconduct;
(d) Any defect in the Product as delivered by Provider, including product liability claims;
(e) Provider's failure to comply with applicable laws, including California consumer protection laws and Proposition 65.

9.2 Partner Indemnification. Partner shall defend, indemnify, and hold harmless Provider, its Affiliates, and their respective officers, directors, employees, and agents from and against any and all Losses arising out of or relating to:

(a) Partner's branding, marketing, advertising, or promotional activities not expressly approved by Provider;
(b) Any modification, alteration, or combination of the Product made by Partner or at Partner's direction;
(c) Partner's breach of any representation, warranty, or obligation under this Agreement;
(d) Partner's negligence or willful misconduct;
(e) Any claims by End Customers arising from Partner's acts or omissions, including failure to provide adequate Proposition 65 warnings;
(f) Partner's violation of applicable laws, including export control, sanctions, and anti-corruption laws.

9.3 IP Indemnification Exclusions. Provider's IP indemnification obligations under Section 9.1(a) shall not apply to claims arising from:

(a) Modifications to the Product made by Partner or any third party;
(b) Combination of the Product with any product, software, or technology not provided or approved by Provider;
(c) Partner's use of the Product in a manner not contemplated by this Agreement or the Specifications;
(d) Partner's continued use of the Product after Provider provides a non-infringing alternative;
(e) Products designed or manufactured to Partner's specifications, to the extent the infringement results from compliance with such specifications.

9.4 IP Indemnification Remedies. If the Product becomes, or in Provider's reasonable opinion is likely to become, the subject of an infringement claim, Provider shall, at its option and expense:

(a) Procure for Partner the right to continue using the Product;
(b) Modify the Product to make it non-infringing while maintaining substantially equivalent functionality; or
(c) Replace the Product with a non-infringing alternative with substantially equivalent functionality;
(d) If none of the foregoing is commercially practicable, terminate this Agreement with respect to the infringing Product and refund to Partner any prepaid fees for the unused portion of the Term.

9.5 Indemnification Procedures.

(a) The indemnified Party shall promptly notify the indemnifying Party in writing of any claim for which indemnification is sought (provided that failure to provide timely notice shall not relieve the indemnifying Party except to the extent actually prejudiced);
(b) The indemnifying Party shall have the right to assume control of the defense and settlement of any such claim;
(c) The indemnified Party shall cooperate with the indemnifying Party in the defense of any such claim;
(d) The indemnifying Party shall not settle any claim that imposes obligations on the indemnified Party or admits fault on behalf of the indemnified Party without the indemnified Party's prior written consent;
(e) The indemnified Party may participate in the defense at its own expense with counsel of its choice.

9.6 Indemnification Cap. Each Party's aggregate indemnification obligations under this Article IX shall not exceed $[________________________________], except that indemnification obligations arising from the following shall not be subject to any cap: (a) IP infringement claims under Section 9.1(a); (b) gross negligence or willful misconduct; (c) breaches of confidentiality; and (d) personal injury or death.

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ARTICLE X: LIMITATION OF LIABILITY

10.1 Consequential Damages Waiver. TO THE MAXIMUM EXTENT PERMITTED BY CALIFORNIA LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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

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

(a) A Party's indemnification obligations for third-party IP infringement claims;
(b) A Party's breach of confidentiality or trade secret obligations;
(c) A Party's gross negligence or willful misconduct;
(d) Claims arising from personal injury or death;
(e) A Party's obligations under applicable California consumer protection laws (Cal. Civ. Code § 1750 et seq.) to the extent such limitations are prohibited;
(f) A Party's data breach notification obligations under Cal. Civ. Code §§ 1798.29 and 1798.82;
(g) Obligations arising under the CCPA/CPRA.

10.4 California-Specific Limitations. The Parties acknowledge that under California Civil Code § 1668, certain exculpatory clauses may be void as against public policy. The limitations set forth in this Article are not intended to exempt either Party from liability for fraud, willful injury, or violation of law, and shall be construed and enforced in a manner consistent with California law.

10.5 Essential Purpose. The Parties agree that the limitations of liability set forth herein shall apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose (Cal. Com. Code § 2719(2)).

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ARTICLE XI: TERM AND TERMINATION

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

11.2 Renewal.

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

☐ Optional Renewal. This Agreement may be renewed upon the mutual written agreement of the Parties.

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

(a) The other Party commits a material breach of this Agreement and fails to cure such breach within [____] days after receipt of written notice specifying the breach in reasonable detail;
(b) The other Party becomes insolvent, files for bankruptcy, or has a receiver or trustee appointed for a substantial part of its assets;
(c) The other Party is subject to any government sanction, export restriction, or legal proceeding that materially impairs its ability to perform under this Agreement.

11.4 Termination for Convenience. Either Party may terminate this Agreement for convenience upon [____] days' prior written notice to the other Party.

11.5 Termination for Failure to Meet Minimums. Provider may terminate this Agreement if Partner fails to meet the Minimum Commitment for [____] consecutive quarters, provided that Provider first provides [____] days' written notice and an opportunity to cure.

11.6 Effects of Termination.

(a) Cessation of Rights. Upon termination or expiration, all rights and licenses granted to Partner under this Agreement shall immediately terminate, except as provided in Section 11.7;
(b) Wind-Down Period. Partner shall have a wind-down period of [____] days following the effective date of termination during which Partner may sell existing inventory of Branded Products and fulfill existing customer orders;
(c) De-Branding. Following the wind-down period, Partner shall cease all use of Provider's Marks and shall remove Provider's branding from all products, materials, and websites within [____] Business Days;
(d) Return of Materials. Each Party shall promptly return or destroy (at the Disclosing Party's election) all Confidential Information, proprietary materials, and documentation of the other Party, and shall certify in writing that it has done so;
(e) Outstanding Payments. All outstanding payment obligations shall survive termination and become immediately due and payable;
(f) End Customer Transition. The Parties shall cooperate in good faith to develop and implement a transition plan to ensure continuity of service and support for existing End Customers for a period of [____] months following termination.

11.7 Survival. The following provisions shall survive the termination or expiration of this Agreement: Article I (Definitions), Article VI (Intellectual Property), Article VII (Confidentiality), Article VIII (Representations and Warranties, to the extent relating to the Warranty Period), Article IX (Indemnification), Article X (Limitation of Liability), Article XII (Data Protection and Privacy, to the extent of ongoing obligations), Article XV (Dispute Resolution), Article XVI (General Provisions), and any other provisions that by their nature are intended to survive termination.

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ARTICLE XII: DATA PROTECTION AND PRIVACY

12.1 CCPA/CPRA Compliance.

(a) To the extent either Party collects, processes, stores, or otherwise handles Personal Information of California Consumers in connection with this Agreement, both Parties shall comply with the CCPA/CPRA (Cal. Civ. Code § 1798.100 et seq.) and all implementing regulations;
(b) The Parties shall execute the Data Processing Addendum attached as Exhibit D, which sets forth the Parties' respective obligations with respect to the processing of Personal Information under the CCPA/CPRA;
(c) The Parties' roles with respect to Personal Information are as follows:

☐ Provider is a "Business" and Partner is a "Service Provider" as defined under the CCPA/CPRA
☐ Partner is a "Business" and Provider is a "Service Provider"
☐ Both Parties are independent "Businesses"
☐ Other: [________________________________]

12.2 Service Provider Obligations. To the extent a Party acts as a Service Provider under the CCPA/CPRA:

(a) Such Party shall process Personal Information only for the specific business purposes set forth in this Agreement and the Data Processing Addendum;
(b) Such Party shall not sell or share (as those terms are defined under Cal. Civ. Code § 1798.140) Personal Information received from or on behalf of the other Party;
(c) Such Party shall not retain, use, or disclose Personal Information for any purpose other than performing services under this Agreement, including for any commercial purpose other than providing the services specified herein;
(d) Such Party shall not combine Personal Information received from the other Party with Personal Information collected from other sources except as permitted by Cal. Civ. Code § 1798.140(ag)(1)(A)-(E);
(e) Such Party shall comply with all Consumer rights requests forwarded by the other Party, including requests to know, delete, correct, and opt-out, within the timeframes required by the CCPA/CPRA;
(f) Such Party shall assist the other Party in complying with its obligations under the CCPA/CPRA, including responding to Consumer requests and conducting data protection assessments.

12.3 Consumer Rights. The Parties shall cooperate to ensure that Consumers can exercise their rights under the CCPA/CPRA, including:

(a) The right to know what Personal Information is collected, used, disclosed, or sold (Cal. Civ. Code § 1798.100);
(b) The right to delete Personal Information (Cal. Civ. Code § 1798.105);
(c) The right to correct inaccurate Personal Information (Cal. Civ. Code § 1798.106);
(d) The right to opt out of the sale or sharing of Personal Information (Cal. Civ. Code § 1798.120);
(e) The right to limit the use and disclosure of sensitive Personal Information (Cal. Civ. Code § 1798.121);
(f) The right to non-discrimination for exercising privacy rights (Cal. Civ. Code § 1798.125).

12.4 Data Breach Notification.

(a) Each Party shall notify the other Party of any actual or reasonably suspected breach of security involving Personal Information within [____] hours of discovery;
(b) Notification to affected California residents must be provided within thirty (30) calendar days of discovery of the breach, as required by Cal. Civ. Code § 1798.82 (as amended effective January 1, 2026);
(c) If a breach affects more than 500 California residents, notice to the California Attorney General's office must be provided within fifteen (15) calendar days of notifying affected residents;
(d) Breach notifications shall comply with the content and format requirements of Cal. Civ. Code §§ 1798.29 and 1798.82, including the required headings: "What Happened," "What Information Was Involved," "What We Are Doing," "What You Can Do," and "For More Information";
(e) The breaching Party shall bear all costs of breach notification and remediation, including credit monitoring services for affected individuals.

12.5 Data Security.

(a) Each Party shall implement and maintain reasonable administrative, technical, and physical safeguards to protect Personal Information against unauthorized access, destruction, use, modification, or disclosure;
(b) Security measures shall include, at a minimum: encryption of Personal Information in transit and at rest, access controls, regular security assessments, employee training, and incident response procedures;
(c) Provider shall maintain at least the following certifications or compliance standards: [________________________________] (e.g., SOC 2 Type II, ISO 27001, NIST CSF).

12.6 Data Processing Impact Assessments. To the extent required by the CCPA/CPRA (Cal. Civ. Code § 1798.185(a)(15)), the Parties shall cooperate in conducting data processing impact assessments for processing activities that present a significant risk to Consumer privacy.

12.7 Children's Privacy. If either Party has actual knowledge that it is collecting or processing Personal Information of Consumers under the age of sixteen (16), it shall comply with the additional requirements of Cal. Civ. Code § 1798.120(c)-(d), including obtaining affirmative authorization ("opt-in") for the sale or sharing of such Personal Information.

12.8 Data Retention and Deletion. Upon termination or expiration of this Agreement, or upon the other Party's written request, each Party shall delete or return all Personal Information in its possession or control within [____] Business Days, except to the extent retention is required by applicable law. Retained data shall remain subject to the confidentiality and security obligations of this Agreement.

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ARTICLE XIII: INSURANCE

13.1 Required Coverage. During the Term and for a period of [____] years following termination, each Party shall maintain the following insurance coverage:

(a) Commercial General Liability: Not less than $[________________________________] per occurrence and $[________________________________] in the aggregate;
(b) Product Liability / Completed Operations: Not less than $[________________________________] per occurrence;
(c) Professional Liability / Errors and Omissions: Not less than $[________________________________] per claim and in the aggregate;
(d) Cyber Liability / Technology Errors and Omissions: Not less than $[________________________________] per claim, covering data breaches, privacy liability, and network security;
(e) Workers' Compensation: As required by California law (Cal. Lab. Code § 3700 et seq.);
(f) Commercial Automobile Liability: Not less than $[________________________________] per accident (if applicable).

13.2 Additional Requirements.

(a) Each Party shall name the other Party as an additional insured on its commercial general liability and product liability policies;
(b) Insurance shall be placed with carriers rated A- VII or better by A.M. Best Company;
(c) Each Party shall provide certificates of insurance to the other Party upon request and shall provide at least [____] days' prior written notice of any material change in or cancellation of coverage.

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ARTICLE XIV: COMPLIANCE AND REGULATORY

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

14.2 California Consumer Protection.

(a) Partner shall ensure that all marketing, advertising, and promotional materials for the Branded Product comply with the California Consumers Legal Remedies Act (Cal. Civ. Code § 1750 et seq.), the California False Advertising Law (Cal. Bus. & Prof. Code § 17500 et seq.), and the California Unfair Competition Law (Cal. Bus. & Prof. Code § 17200 et seq.);
(b) Partner shall not engage in any unfair, deceptive, or misleading practices in connection with the sale or marketing of the Branded Product.

14.3 Proposition 65 Compliance.

(a) Provider shall inform Partner if the Product contains or may contain any chemical listed under Proposition 65 (Cal. Health & Safety Code § 25249.5 et seq.);
(b) Partner shall provide all required Proposition 65 warnings for the Branded Product in accordance with the current regulations, including the amended short-form warning requirements effective January 1, 2025;
(c) The responsible Party for Proposition 65 compliance shall be:
☐ Provider
☐ Partner
☐ Shared responsibility (each Party responsible for its own activities).

14.4 Export Controls and Sanctions. Each Party shall comply with all applicable export control and economic sanctions laws and regulations, including the Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC).

14.5 Anti-Corruption. Each Party represents and warrants that it shall comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and the California Political Reform Act.

14.6 Accessibility. If the Branded Product includes software or digital components, Partner shall use commercially reasonable efforts to ensure compliance with applicable accessibility requirements, including the Americans with Disabilities Act (ADA) and California Government Code §§ 7405 and 11135.

14.7 Records and Reporting. Each Party shall maintain records of End Customers and transactions as required by applicable law and shall make such records available for inspection by the other Party or regulatory authorities upon reasonable request, subject to applicable confidentiality safeguards.

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ARTICLE XV: DISPUTE RESOLUTION

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. To the extent the Product constitutes "goods" under the UCC, the California Uniform Commercial Code (Cal. Com. Code § 2101 et seq.) shall apply.

15.2 Informal Resolution. The Parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiations between senior management representatives designated by each Party. Such negotiations shall commence within [____] Business Days of written notice of the dispute and continue for a period of at least [____] Business Days.

15.3 Mediation. If the dispute is not resolved through informal negotiations, the Parties shall submit the dispute to non-binding mediation administered by:

☐ JAMS
☐ American Arbitration Association (AAA)
☐ Other: [________________________________]

in [________________________________], California. The Parties shall share the costs of mediation equally.

15.4 Arbitration. If the dispute is not resolved through mediation within [____] days, the Parties may submit the dispute to binding arbitration:

☐ Binding Arbitration Elected. The dispute shall be resolved by binding arbitration administered by [JAMS/AAA] under its [Commercial Arbitration Rules/Streamlined Rules], conducted in [________________________________], California. The arbitration shall be conducted by [one/three] arbitrator(s). The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court having jurisdiction. The arbitrator shall have no authority to award punitive or exemplary damages except to the extent permitted by California law;

☐ Arbitration Not Elected. The Parties retain the right to pursue litigation as set forth in Section 15.5.

15.5 Litigation and Venue. To the extent arbitration is not elected or is not applicable, each Party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in [________________________________] County, California.

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

15.7 Injunctive Relief. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm, including enforcement of confidentiality, intellectual property, and data protection obligations, without first engaging in informal dispute resolution, mediation, or arbitration.

15.8 Attorneys' Fees. In any action or proceeding to enforce any provision of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party, in accordance with Cal. Civ. Code § 1717 (for actions on a contract).

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ARTICLE XVI: GENERAL PROVISIONS

16.1 Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay results from causes beyond the Party's reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, government orders, embargoes, strikes, labor disputes, fire, flood, earthquake, or failure of telecommunications or power supply ("Force Majeure Event"). The affected Party shall provide prompt written notice of the Force Majeure Event and shall use commercially reasonable efforts to mitigate its effects. If a Force Majeure Event continues for more than [____] consecutive days, either Party may terminate this Agreement upon written notice.

16.2 Assignment. Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party, which shall not be unreasonably withheld, conditioned, or delayed; provided, however, that either Party may assign this Agreement without consent to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any assignment in violation of this Section shall be void.

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

16.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall continue in full force and effect.

16.5 Entire Agreement. This Agreement, including all Exhibits, Schedules, and addenda, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written.

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

16.7 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise of such right or any other right.

16.8 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, agency, or employment relationship between the Parties.

16.9 Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing in this Agreement shall confer upon any third party any legal or equitable right, benefit, or remedy.

16.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

16.11 Electronic Signatures. This Agreement may be executed by electronic signature, which shall be deemed an original signature for all purposes, in accordance with the California Uniform Electronic Transactions Act (Cal. Civ. Code § 1633.1 et seq.) and the federal ESIGN Act (15 U.S.C. § 7001 et seq.).

16.12 Order of Precedence. In the event of any conflict between this Agreement and any Exhibit, Schedule, or addendum, the terms of this main Agreement shall control, unless the conflicting provision expressly states that it supersedes this Agreement.

16.13 Headings. The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

16.14 Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction against the drafting Party. The word "including" means "including without limitation."

16.15 Subcontracting. Neither Party may subcontract any of its obligations under this Agreement without the prior written consent of the other Party. The subcontracting Party shall remain fully liable for the performance of its subcontractors.

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SIGNATURE BLOCKS

IN WITNESS WHEREOF, the Parties have executed this 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 Product Description

Field	Details
Product Name	[________________________________]
Product Type	☐ Physical Product ☐ Software ☐ SaaS ☐ Digital Content ☐ Other: [________________________________]
Version / Model	[________________________________]
SKU(s)	[________________________________]
Description	[________________________________]

A.2 Technical Specifications

Specification	Requirement
[________________________________]	[________________________________]
[________________________________]	[________________________________]
[________________________________]	[________________________________]
[________________________________]	[________________________________]
[________________________________]	[________________________________]

A.3 Delivery Model

☐ SaaS / Cloud-hosted
☐ On-premises installation
☐ Appliance / hardware
☐ Downloadable software
☐ Physical product shipment
☐ API integration
☐ Other: [________________________________]

A.4 Update and Release Schedule

Release Type	Cadence	Notice Period
Major releases	[________________________________]	[____] days
Minor updates	[________________________________]	[____] days
Security patches	As needed	[____] hours
Bug fixes	[________________________________]	[____] days

A.5 Service Level Agreement (SLA)

Metric	Target	Credit
Uptime	[____]%	[____]% credit per [____]% below target
Response Time (Critical)	[____] hours	[________________________________]
Response Time (High)	[____] hours	[________________________________]
Response Time (Medium)	[____] Business Days	[________________________________]
Resolution Time (Critical)	[____] hours	[________________________________]

A.6 End-of-Life Policy

Provider shall provide at least [____] months' written notice prior to end-of-life for any Product. During the end-of-life transition period, Provider shall continue to provide security patches and critical bug fixes.

A.7 Testing and Acceptance Procedures

[________________________________]

A.8 Open Source Components

Component	License Type	Version
[________________________________]	[________________________________]	[________________________________]
[________________________________]	[________________________________]	[________________________________]
[________________________________]	[________________________________]	[________________________________]

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EXHIBIT B: PRICING SCHEDULE

B.1 Pricing Model

☐ Per-unit pricing
☐ Tiered volume pricing
☐ Revenue share / royalty
☐ Flat license fee
☐ Hybrid: [________________________________]

B.2 Unit Pricing

Tier	Volume Range	Unit Price
1	[____] to [____] units	$[____]
2	[____] to [____] units	$[____]
3	[____] to [____] units	$[____]
4	[____]+ units	$[____]

B.3 Revenue Share / Royalty

Provider's royalty: [____]% of Net Revenue

B.4 Minimum Commitment

Period	Minimum Units	Minimum Revenue
Year 1	[________________________________]	$[________________________________]
Year 2	[________________________________]	$[________________________________]
Year 3	[________________________________]	$[________________________________]

B.5 Payment Schedule

☐ Monthly in arrears
☐ Quarterly in arrears
☐ Upon delivery / shipment
☐ Net [____] from invoice date
☐ Other: [________________________________]

B.6 Currency and Wire Instructions

All payments in USD. Wire instructions: [________________________________]

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EXHIBIT C: BRAND GUIDELINES

C.1 Approved Branded Product Name(s)

[________________________________]

C.2 Permitted Branding Elements

☐ Partner logo on product / packaging
☐ Partner trade dress
☐ Partner color scheme
☐ Custom UI / interface branding (for software)
☐ Custom documentation and user guides

C.3 Required Attribution

☐ "Powered by [Provider Name]" — placement: [________________________________]
☐ Provider copyright notice — placement: [________________________________]
☐ No attribution required

C.4 Prohibited Actions

• No alteration of Provider's core product branding where required
• No claims of sole development or manufacture by Partner
• No use of Provider's Marks except as expressly permitted
• No misleading or deceptive branding practices

C.5 Proposition 65 Warning Placement

If applicable, Proposition 65 warnings shall be placed: [________________________________]

Warning format shall comply with 27 Cal. Code Regs. § 25601 et seq. as amended effective January 1, 2025, including chemical identification and the required warning symbol.

C.6 Approval Process

All new or modified branding materials must be submitted to Provider for review at least [____] Business Days before use. Provider shall respond within [____] Business Days.

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EXHIBIT D: DATA PROCESSING ADDENDUM (CCPA/CPRA)

D.1 Purpose. This Data Processing Addendum ("DPA") supplements the Agreement and establishes the obligations of the Parties with respect to the processing of Personal Information under the CCPA/CPRA.

D.2 Scope of Processing.

Category	Details
Categories of Personal Information processed	[________________________________]
Categories of Consumers	[________________________________]
Processing purposes	[________________________________]
Duration of processing	Term of the Agreement plus [____] days

D.3 Service Provider Certifications. The Party acting as a Service Provider certifies that it:

(a) Understands and will comply with its obligations under the CCPA/CPRA;
(b) Will process Personal Information only as specified in this Agreement;
(c) Will not sell or share Personal Information;
(d) Will notify the Business if it can no longer meet its CCPA/CPRA obligations;
(e) Grants the Business the right to take reasonable steps to ensure compliance, including ongoing manual reviews and automated scans;
(f) Will cooperate with the Business in responding to Consumer rights requests.

D.4 Sub-Processors. The Service Provider shall not engage sub-processors without the prior written consent of the Business. Any approved sub-processor shall be bound by obligations no less restrictive than those in this DPA.

D.5 Data Breach Procedures. In the event of a breach involving Personal Information, the breaching Party shall comply with the notification requirements set forth in Article XII, Section 12.4 of the Agreement.

D.6 Annual Certification. The Service Provider shall provide the Business with an annual written certification of its compliance with the obligations set forth in this DPA.

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CALIFORNIA-SPECIFIC COMPLIANCE NOTES

Note 1: Non-Compete Prohibition (Cal. Bus. & Prof. Code § 16600). California broadly prohibits non-compete agreements. Section 16600 renders void any contract that restrains a person from engaging in a lawful profession, trade, or business. As amended by SB 699 and AB 1076 (effective January 1, 2024), Section 16600.5 confirms that any such void contract is unenforceable regardless of where and when the contract was signed. Employers may not attempt to enforce void non-competes, and affected individuals may recover damages and attorney fees. This Agreement does not contain any non-compete provisions; the territorial and exclusivity restrictions relate solely to the scope of the commercial distribution rights granted.

Note 2: Employee Invention Protections (Cal. Labor Code § 2870-2872). California law limits the enforceability of provisions requiring employees to assign inventions to their employer. Employees cannot be required to assign inventions developed entirely on their own time without use of employer resources, unless the invention relates to the employer's business. Both Parties should ensure compliance with these provisions in their respective employment and contractor agreements.

Note 3: CCPA/CPRA Compliance (Cal. Civ. Code § 1798.100 et seq.). The CCPA, as amended by the CPRA (effective January 1, 2023), provides California Consumers with extensive privacy rights and imposes significant obligations on businesses that process Personal Information. The California Privacy Protection Agency (CPPA) has enforcement authority. Penalties include up to $2,500 per violation and $7,500 per intentional violation, plus a private right of action for certain data breaches (Cal. Civ. Code § 1798.150).

Note 4: Data Breach Notification (Cal. Civ. Code §§ 1798.29, 1798.82). As amended effective January 1, 2026, California requires notification to affected residents within 30 calendar days of discovery and to the Attorney General within 15 calendar days for breaches affecting more than 500 residents. Penalties include up to $17,500 per subsequent violation plus daily penalties.

Note 5: Trade Secrets (Cal. Civ. Code § 3426 et seq.). CUTSA is the exclusive remedy for trade secret misappropriation in California. It provides for injunctive relief, compensatory damages, and exemplary damages of up to twice the actual damages for willful and malicious misappropriation. The statute of limitations is three years.

Note 6: UCC Application (Cal. Com. Code § 2101 et seq.). If the Products constitute "goods," California UCC Article 2 applies. Key provisions include implied warranties of merchantability (§ 2314) and fitness for a particular purpose (§ 2315), perfect tender rule (§ 2601), and rules governing disclaimer of warranties (§ 2316).

Note 7: Proposition 65 (Cal. Health & Safety Code § 25249.5 et seq.). If the Product contains any chemical known to the State of California to cause cancer or reproductive toxicity, Proposition 65 requires clear and reasonable warnings. Updated short-form warning requirements effective January 1, 2025, require identification of at least one listed chemical. Non-compliance can result in civil penalties of up to $2,500 per day per violation and private enforcement actions.

Note 8: Exculpatory Clause Limitations (Cal. Civ. Code § 1668). Under California law, contracts purporting to exempt a party from liability for fraud, willful injury, or violation of law are void. Limitation of liability provisions must be carefully drafted to avoid violating this prohibition.

Note 9: Consumer Protection Laws. California has robust consumer protection statutes including the Consumers Legal Remedies Act (Cal. Civ. Code § 1750 et seq.), the Song-Beverly Consumer Warranty Act (Cal. Civ. Code § 1790 et seq.), the Unfair Competition Law (Cal. Bus. & Prof. Code § 17200 et seq.), and the False Advertising Law (Cal. Bus. & Prof. Code § 17500 et seq.). These statutes may provide additional remedies to End Customers beyond those set forth in this Agreement.

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SOURCES AND REFERENCES

1. California Uniform Commercial Code, Article 2 (Sales) — Cal. Com. Code § 2101 et seq. — https://leginfo.legislature.ca.gov/faces/codes_displayexpandedbranch.xhtml?tocCode=COM&division=&title=&part=&chapter=&article=
2. California Uniform Trade Secrets Act (CUTSA) — Cal. Civ. Code § 3426 et seq. — https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CIV&sectionNum=3426.
3. California Consumer Privacy Act / California Privacy Rights Act (CCPA/CPRA) — Cal. Civ. Code § 1798.100 et seq. — https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?division=3.&part=4.&lawCode=CIV&title=1.81.5
4. California Data Breach Notification — Cal. Civ. Code § 1798.82 — https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CIV&sectionNum=1798.82
5. California Non-Compete Prohibition — Cal. Bus. & Prof. Code § 16600 — https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=BPC&sectionNum=16600.
6. California Employee Invention Assignments — Cal. Labor Code § 2870 — https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=LAB&sectionNum=2870.
7. California Proposition 65 — Cal. Health & Safety Code § 25249.5 et seq. — https://oehha.ca.gov/proposition-65
8. California Consumers Legal Remedies Act — Cal. Civ. Code § 1750 et seq. — https://leginfo.legislature.ca.gov/faces/codes_displayexpandedbranch.xhtml?tocCode=CIV&division=3.&title=1.5.&part=&chapter=&article=
9. California Uniform Electronic Transactions Act — Cal. Civ. Code § 1633.1 et seq. — https://leginfo.legislature.ca.gov/faces/codes_displayexpandedbranch.xhtml?tocCode=CIV&division=3.&title=2.5.&part=&chapter=&article=
10. California Unfair Competition Law — Cal. Bus. & Prof. Code § 17200 et seq. — https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=BPC&sectionNum=17200.
11. California Privacy Protection Agency (CPPA) — https://cppa.ca.gov/
12. CPRA Resource Center — https://www.caprivacy.org/annotated-cpra-text-with-ccpa-changes/