OEM / White-Label Agreement (Delaware)

OEM / WHITE-LABEL AGREEMENT

STATE OF DELAWARE

Classification gate. Do not use this form until Schedule A states whether
each Product is a good, software license, hosted service, professional service,
or mixed transaction. Attach specialized terms for consumer or household
sales, public entities or funds, construction or licensed work, regulated
products, health/financial/education/insurance activity, cross-border trade,
franchise or business-opportunity features, and Regulated Data.

THIS OEM / WHITE-LABEL AGREEMENT (this "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and between:

SUPPLIER:
Name: [________________________________]
State of Organization: [________________________________]
Principal Place of Business: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]
(hereinafter referred to as "Supplier")

AND

OEM PARTNER / RESELLER:
Name: [________________________________]
State of Organization: [________________________________]
Principal Place of Business: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]
(hereinafter referred to as "Partner")

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

RECITALS

WHEREAS, Supplier is in the business of designing, developing, manufacturing, and/or providing certain products and/or services more particularly described in Schedule A attached hereto;

WHEREAS, Partner desires to obtain the right to rebrand, market, distribute, and sell such products and/or services under Partner's own trade names and trademarks pursuant to an OEM / white-label arrangement;

WHEREAS, the Parties intend this Agreement to be governed by the laws of the State of Delaware, subject to any controlling rule for the actual Product, customer, territory, and transaction;

WHEREAS, the Parties may exchange proprietary or confidential information under the negotiated protections in this Agreement;

WHEREAS, any processing of Regulated Data requires a separate role-specific addendum;

NOW, THEREFORE, in consideration of the mutual covenants, promises, 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:

TABLE OF CONTENTS

1. Definitions
2. Grant of Rights and License
3. Product and Service Specifications; Quality Standards
4. Branding and Trademark Usage
5. Pricing, Payment Terms, and Minimum Orders
6. Intellectual Property Ownership and Licensing
7. Warranties
8. Limitation of Liability
9. Indemnification
10. Confidentiality and Trade Secrets
11. Data Protection and Breach Notification
12. Term, Termination, and Transition Assistance
13. Insurance Requirements
14. Dispute Resolution
15. Force Majeure
16. General Provisions
17. Signature Blocks
18. Schedules and Exhibits

1. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

1.1 "Branded Products" means the Products that have been rebranded, repackaged, or relabeled by Partner in accordance with the Branding Guidelines set forth in Schedule C and the terms of this Agreement, for distribution and sale under Partner's Marks.

1.2 "Confidential Information" means non-public information disclosed by either Party that is marked confidential or reasonably should be understood as confidential from its nature and circumstances, subject to the exclusions and permitted disclosures in Article 10.

1.3 "Deliverables" means the Products and any associated documentation, training materials, marketing collateral templates, software, updates, patches, and other materials provided by Supplier to Partner under this Agreement.

1.4 "End Customer" means any third-party individual or entity that purchases or licenses a Branded Product from Partner.

1.5 "Intellectual Property" or "IP" means all patents, copyrights, trademarks, service marks, trade dress, trade secrets, know-how, inventions (whether or not patentable), domain names, moral rights, and all other intellectual property rights, whether registered or unregistered, and all applications, registrations, renewals, and extensions thereof.

1.6 "Marks" means the trademarks, service marks, trade names, logos, and other branding elements of each respective Party.

1.7 "Minimum Order Quantity" or "MOQ" means the minimum quantity of Products that Partner is required to order during each contract period, as specified in Schedule A.

1.8 "Regulated Data" means information subject to a privacy, security, breach-notice, professional-secrecy, contractual, or industry-specific requirement identified in Schedule D. This negotiated definition does not replace a controlling legal definition.

1.9 "Products" means the goods, software, or services described in Schedule A that Supplier provides to Partner for white-label distribution under this Agreement.

1.10 "Specifications" means the technical requirements, performance standards, quality standards, and other specifications for the Products as set forth in Schedule A and any associated documentation.

1.11 "Territory" means the geographic area(s) or market segment(s) in which Partner is authorized to distribute Branded Products, as specified in Section 2.

1.12 "Product Claims Matrix" means the approved claims, substantiation, required disclosures, prohibited claims, and responsible Party stated in Schedule C.

2. GRANT OF RIGHTS AND LICENSE

2.1 Appointment. Subject to the terms and conditions of this Agreement, Supplier hereby appoints Partner, and Partner accepts such appointment, as a:

☐ Non-exclusive OEM partner/reseller
☐ Exclusive OEM partner/reseller (subject to Section 2.3)

for the marketing, distribution, and sale of Branded Products within the Territory.

2.2 Territory. The Territory shall be: [________________________________]

Market segment(s), if applicable: [________________________________]

2.3 Exclusivity. If Partner's appointment is designated as exclusive:

(a) Supplier shall not appoint any other distributor, reseller, or OEM partner for the Products within the Territory during the term of this Agreement, provided that Partner meets the Minimum Order Quantities and performance milestones set forth in Schedule A.

(b) If Partner fails to meet the Minimum Order Quantities or performance milestones for [____] consecutive quarters, Supplier may, upon [____] days' written notice, convert Partner's appointment from exclusive to non-exclusive.

(c) Supplier reserves the right to sell Products directly to End Customers within the Territory:
☐ Yes, without restriction
☐ Yes, but only to house accounts identified in Schedule A
☐ No

2.4 Scope of White-Label Rights. Partner is authorized to:

(a) Remove Supplier's branding from the Products and replace it with Partner's Marks in accordance with the Branding Guidelines;

(b) Market, promote, distribute, and sell the Branded Products to End Customers within the Territory;

(c) Provide first-tier (Tier 1) customer support to End Customers for the Branded Products;

(d) Create marketing materials, documentation, and collateral for the Branded Products, subject to Supplier's prior written approval;

(e) Sublicense the Products to End Customers solely for their internal business use, under end-user license terms approved by Supplier.

2.5 Restrictions. Partner shall not:

(a) Reverse engineer, disassemble, decompile, or attempt to derive the source code of a software component only to the extent prohibited by the selected end-user and Product terms, subject to any controlling nonwaivable rule;

(b) Modify the core functionality of the Products without Supplier's prior written consent;

(c) Make any claim, representation, or warranty about the Products that is not approved and substantiated in the Product Claims Matrix;

(d) Sell, distribute, or market the Branded Products outside the Territory;

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

(f) Use the Products to develop competing products or services.

3. PRODUCT AND SERVICE SPECIFICATIONS; QUALITY STANDARDS

3.1 Specifications. Supplier shall manufacture, produce, or provide the Products in conformity with the Specifications set forth in Schedule A. Any material changes to the Specifications shall require Partner's prior written consent, which shall not be unreasonably withheld.

3.2 Quality Standards. Supplier shall maintain quality management systems and processes sufficient to ensure that all Products:

(a) Conform to the Specifications and documentation;

(b) Are free from material defects in materials and workmanship;

(c) Comply with the Product-specific requirements identified in Schedule A;

(d) Meet or exceed the quality standards set forth in Schedule A.

3.3 Quality Audits. Partner shall have the right, upon [____] days' prior written notice, to conduct quality audits of Supplier's manufacturing or development facilities no more than [____] times per calendar year. Supplier shall cooperate fully with such audits.

3.4 Samples and Testing. Supplier shall provide Partner with product samples for quality testing and approval prior to initial delivery and upon any material change to the Products or manufacturing process. Partner shall have [____] business days to approve or reject samples.

3.5 Nonconforming Products. If any Products fail to conform to the Specifications or quality standards:

(a) Partner shall notify Supplier in writing within [____] days of discovery of the nonconformity;

(b) Supplier shall, at its expense, repair, replace, or refund the purchase price of nonconforming Products within [____] days of receipt of notice;

(c) Supplier shall conduct a root-cause analysis and implement corrective actions to prevent recurrence.

3.6 Product Compliance Schedule. Schedule A shall identify each Product's safety, labeling, accessibility, environmental, import/export, licensing, certification, recall, reporting, and recordkeeping requirements and allocate responsibility. No generic representation substitutes for a Product-specific review.

4. BRANDING AND TRADEMARK USAGE

4.1 Branding Guidelines. Partner shall rebrand the Products in accordance with the Branding Guidelines set forth in Schedule C. The Branding Guidelines shall specify:

(a) Approved locations and methods for applying Partner's Marks to the Products;

(b) Required "powered by" or attribution notices, if any;

(c) Prohibited modifications to the Products' user interface, packaging, or labeling;

(d) Quality standards for reproduction of Marks.

4.2 Trademark License. Each Party grants the other a limited, non-exclusive, non-transferable, royalty-free license to use its Marks solely in connection with the performance of this Agreement, subject to the Branding Guidelines.

4.3 Trademark Ownership. Each Party retains all right, title, and interest in and to its own Marks. Neither Party shall acquire any ownership rights in the other Party's Marks by virtue of this Agreement.

4.4 Quality Control. Partner shall ensure that the quality of the Branded Products and any marketing materials bearing Supplier's Marks (if applicable) meet the standards established by Supplier. Supplier shall have the right to review and approve any use of its Marks by Partner.

4.5 Product Claims. Partner shall use only claims approved and substantiated in the Product Claims Matrix and shall not misstate origin, sponsorship, approval, performance, warranty, or affiliation.

4.6 No Registration. Partner shall not register or attempt to register any of Supplier's Marks or confusingly similar marks in any jurisdiction.

5. PRICING, PAYMENT TERMS, AND MINIMUM ORDERS

5.1 Pricing. The pricing for Products shall be as set forth in Schedule A (the "Price List"). Supplier may adjust pricing upon [____] days' prior written notice, provided that any price increase during the initial term shall not exceed [____]% per annum without Partner's consent.

5.2 Payment Terms. Partner shall pay undisputed invoices within [____] days after receipt. Select one after counsel review: ☐ no late charge; ☐ simple interest at [____]% per year, not exceeding the maximum permitted rate; ☐ other: [________________________________].

5.3 Minimum Order Quantities. Partner shall order no fewer than the Minimum Order Quantities specified in Schedule A during each contract period. Failure to meet MOQs for [____] consecutive periods shall constitute a material breach entitling Supplier to the remedies set forth in Section 12.

5.4 Volume Discounts. Partner shall be entitled to volume discounts as set forth in the Price List based on aggregate orders during each [____]-month period.

5.5 Taxes. Schedule A shall allocate transaction taxes, withholding, exemption and resale documents, tax invoices, import duties, and taxes based on each Party's income. No tax pass-through or gross-up applies unless the schedule states its formula after transaction-specific tax review.

5.6 Currency. All payments shall be made in United States Dollars (USD) unless otherwise specified in the Price List.

5.7 Forecasting. Partner shall provide Supplier with rolling [____]-month demand forecasts on a [____] basis. Forecasts are non-binding but shall be prepared in good faith. Supplier shall use commercially reasonable efforts to accommodate order volumes that exceed forecasts by up to [____]%.

6. INTELLECTUAL PROPERTY OWNERSHIP AND LICENSING

6.1 Supplier IP. Supplier retains all right, title, and interest in and to the Products, including all Intellectual Property embodied therein. Nothing in this Agreement shall be construed as an assignment or transfer of Supplier's IP to Partner, except for the limited licenses expressly granted herein.

6.2 Partner IP. Partner retains all right, title, and interest in and to Partner's Marks, Partner's proprietary add-ons, customizations, and any materials independently created by Partner. Nothing in this Agreement shall be construed as an assignment or transfer of Partner's IP to Supplier.

6.3 License to Supplier IP. Subject to the terms of this Agreement, Supplier grants Partner a limited, non-exclusive (or exclusive, per Section 2), non-transferable license to:

(a) Use, reproduce, and distribute the Products solely as part of the Branded Products within the Territory;

(b) Use Supplier's documentation and marketing templates solely in connection with the distribution of Branded Products;

(c) Sublicense the Products to End Customers solely under end-user terms approved by Supplier.

6.4 Improvements.

(a) Improvements, enhancements, modifications, or derivative works to the Products created by Supplier shall be owned exclusively by Supplier;

(b) Improvements created by Partner independently from the Products shall be owned by Partner;

(c) Shared or jointly developed materials shall be governed only by a signed Schedule E stating ownership, licenses, use, transfer, sublicensing, enforcement, accounting, and termination rights. No joint ownership arises from this checkbox or collaboration alone.

6.5 Open Source. Supplier shall disclose in Schedule A each material open-source component and license. Schedule E shall identify any source-disclosure, attribution, notice, copyleft, patent, redistribution, or network-use obligation and prohibit unapproved components that would alter the agreed licensing of Partner materials.

6.6 Feedback — select one. ☐ No feedback license. ☐ Partner grants Supplier this defined license to voluntary feedback, excluding Confidential Information and inventions: [________________________________].

7. WARRANTIES

7.1 Supplier Express Warranties. Supplier represents and warrants that:

(a) Conformance to Specifications. The Products shall conform to the Specifications and documentation in all material respects for a period of [____] months from delivery (the "Warranty Period");

(b) Product Baseline. The Products shall satisfy the packaging, labeling, ordinary-use, compatibility, service-level, support, and quality promises expressly selected in Schedule A;

(c) Particular Purpose — select one. ☐ No particular-purpose warranty. ☐ Supplier warrants fitness for this disclosed purpose and reliance: [________________________________];

(d) Title and Non-Infringement. Supplier warrants that it has good and marketable title to the Products, free and clear of all liens and encumbrances, and that the Products, as delivered, do not infringe upon any third party's Intellectual Property rights;

(e) Product Compliance. Supplier shall satisfy the specific requirements allocated to Supplier in Schedule A;

(f) Malware-Free. Any software components of the Products shall be free from viruses, malware, spyware, and other malicious code at the time of delivery;

(g) Authority. Supplier has full power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Partner Warranties. Partner represents and warrants that:

(a) Partner has full power and authority to enter into this Agreement;

(b) Partner shall use the Products and Supplier's Marks solely as authorized under this Agreement;

(c) Partner shall satisfy the marketing, distribution, customer, territory, claim, disclosure, and record duties allocated to Partner in Schedules A and C;

(d) Partner's independent modifications, customizations, or add-ons shall not infringe upon any third party's rights.

7.3 Warranty Disclaimer Schedule. Counsel shall draft the conspicuous disclaimer or preservation language appropriate to the Product classification, customer type, express warranties, descriptions, samples, and nonwaivable duties. Insert the approved language here: [________________________________]. This placeholder does not disclaim a warranty.

7.4 Warranty Claims. Partner shall notify Supplier of any warranty claim in writing within [____] days of discovery of the defect. Supplier's obligation under this warranty shall be limited to, at Supplier's option: (a) repair of the defective Product; (b) replacement of the defective Product; or (c) refund of the purchase price paid for the defective Product.

7.5 Remedy Coordination. Schedule A shall coordinate repair, replacement, refund, cover, service credits, recall, transition, damages exclusions, the liability cap, and any remedy that must remain available. No remedy is automatic merely because a Product is nonconforming.

8. LIMITATION OF LIABILITY

8.1 Cap on Direct Damages. EXCEPT FOR EACH PARTY'S OBLIGATIONS UNDER SECTIONS 9 (INDEMNIFICATION), 10 (CONFIDENTIALITY), AND CLAIMS ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL FEES PAID OR PAYABLE BY PARTNER TO SUPPLIER DURING THE [____]-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.2 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY 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, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Transaction Review. Delaware counsel shall review the cap, damages exclusions, carveouts, warranties, indemnity, insurance, recall, data exposure, and remedies together for the classified Product and bargaining context.

8.4 Essential Purpose. The limitations set forth in this Section 8 shall apply even if any limited remedy provided herein fails of its essential purpose.

8.5 Nonwaivable Duties. This Article does not limit a duty or remedy that the controlling law does not permit the Parties to limit.

9. INDEMNIFICATION

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

(a) Any breach by Supplier of its representations, warranties, or obligations under this Agreement;

(b) Any claim that the Products (as delivered by Supplier, unmodified by Partner) infringe upon any third party's Intellectual Property rights;

(c) Any product liability claim arising from defects in the Products attributable to Supplier's design, manufacturing, or workmanship;

(d) Supplier's violation of any applicable law or regulation;

(e) Any data breach or security incident caused by Supplier's negligence or failure to comply with Section 11.

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

(a) Any breach by Partner of its representations, warranties, or obligations under this Agreement;

(b) Partner's independent modifications, customizations, or add-ons to the Products;

(c) Partner's marketing claims, representations, or warranties about the Branded Products that exceed or differ from those authorized by Supplier;

(d) Partner's breach of a requirement allocated to Partner in a signed compliance schedule;

(e) Any other specifically negotiated third-party claim: [________________________________].

9.3 Indemnification Procedure. The indemnified Party shall:

(a) Provide prompt written notice of any claim to the indemnifying Party (provided that failure to give timely notice shall not relieve the indemnifying Party except to the extent materially prejudiced);

(b) Grant the indemnifying Party sole control of the defense and settlement of the claim;

(c) Provide reasonable cooperation and assistance to the indemnifying Party at the indemnifying Party's expense.

9.4 Settlement. The indemnifying Party shall not settle any claim without the indemnified Party's prior written consent if such settlement imposes any obligation (other than payment of money) on the indemnified Party, admits fault on behalf of the indemnified Party, or does not include a full release of all claims against the indemnified Party.

10. CONFIDENTIALITY AND TRADE SECRETS

10.1 Obligations. Each Party (the "Receiving Party") shall hold all Confidential Information of the other Party (the "Disclosing Party") in strict confidence and shall not disclose such information to any third party except to the Receiving Party's employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein. The Receiving Party shall 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.

10.2 Trade-Secret Gate. A contractual confidentiality label does not make information a statutory trade secret. Statutory treatment depends on the controlling definition, secrecy, value, reasonable-protection efforts, claim elements, and jurisdictional predicates.

10.3 Remedies. Contract breach and statutory misappropriation are separate claims. A Party may request relief available for the claim it proves, subject to the controlling elements, defenses, procedure, security, limits, and anti-duplication rules. This Agreement does not make irreparable harm, damages, exemplary damages, fees, or any other remedy automatic.

10.4 Claim Timing. Do not insert one universal claim period. Counsel shall identify each contract, statutory, tort, intellectual-property, and data claim and its accrual, tolling, and filing rules when a dispute arises.

10.5 Exceptions. Confidential Information shall not include information that:

(a) Was already known to the Receiving Party without restriction at the time of disclosure;

(b) Becomes publicly available through no fault of the Receiving Party;

(c) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information;

(d) Is received from a third party without restriction and without breach of any obligation of confidentiality.

10.6 Required Disclosures. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, 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 obtain protective treatment.

10.7 Return of Materials. Upon termination or expiration of this Agreement, or upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing.

11. DATA PROTECTION AND BREACH NOTIFICATION

11.1 Data Protection Obligations. Before either Party processes Regulated Data, Schedule D shall identify the Parties' roles, permitted processing, data subjects, categories, systems, locations, retention, security, Subcontractors, incident duties, requests, audits, return/deletion, and legally responsible notifier. At minimum, the processing Party shall:

(a) Follow the role-specific requirements and documented instructions in Schedule D;

(b) Implement and maintain reasonable security procedures and practices appropriate to the nature and sensitivity of the personal information;

(c) Not use personal information for any purpose other than the performance of its obligations under this Agreement;

(d) Cooperate with the other Party as allocated in Schedule D.

11.2 Data Processing Addendum. If the Products involve the processing of personal data on behalf of Partner or End Customers, the Parties shall execute a Data Processing Addendum substantially in the form attached as Schedule D.

11.3 Security Incident Notice. The affected Party shall notify the other within [____] hours after confirming a Security Incident involving shared Regulated Data, provide known facts and scheduled updates, preserve evidence, and cooperate under Schedule D. Contract notice does not replace a shorter or role-specific duty.

11.4 Security Standards. Each Party shall implement and maintain security measures that include, at a minimum:

(a) Encryption of personal information in transit and at rest;

(b) Access controls limiting access to personal information to authorized personnel;

(c) Regular security assessments and vulnerability testing;

(d) Employee training on data security and privacy;

(e) Incident response plans for addressing security breaches.

12. TERM, TERMINATION, AND TRANSITION ASSISTANCE

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

12.2 Renewal. Upon expiration of the Initial Term, this Agreement shall:

☐ Automatically renew for successive [____]-year periods unless either Party provides written notice of non-renewal at least [____] days prior to the expiration of the then-current term
☐ Terminate at the end of the Initial Term unless the Parties execute a written renewal agreement

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

(a) The other Party commits a material breach that remains uncured for [____] days after written notice specifying the breach;

(b) To the extent enforceable and not stayed or prohibited by controlling insolvency law, the other Party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed for a substantial part of its assets;

(c) The other Party materially breaches a signed compliance schedule in a manner that makes continued performance unlawful or creates a material enforcement risk.

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

12.5 Termination for Failure to Meet MOQs. If Partner fails to meet the Minimum Order Quantities for [____] consecutive quarters, Supplier may terminate this Agreement upon [____] days' written notice, provided that Supplier first offers Partner a cure period of [____] days.

12.6 Effects of Termination. Upon termination or expiration of this Agreement:

(a) Partner shall immediately cease marketing and distributing new Branded Products;

(b) Partner shall have a sell-off period of [____] days to exhaust existing inventory;

(c) Partner shall remove all Supplier branding and Marks from its materials within [____] days;

(d) Each Party shall return or destroy all Confidential Information of the other Party;

(e) Partner shall pay all outstanding invoices within [____] days of the termination date;

(f) Accrued rights, obligations, and liabilities shall survive as set forth in Section 12.8.

12.7 Transition Assistance. Upon termination or expiration, Supplier shall provide commercially reasonable transition assistance for a period not to exceed [____] months, including:

(a) Continued technical support for Branded Products already deployed to End Customers;

(b) Cooperation in migrating End Customers to alternative solutions;

(c) Provision of data exports and documentation necessary for the transition.

Transition assistance shall be provided at Supplier's then-current rates unless otherwise agreed.

12.8 Survival. The following Sections shall survive termination or expiration: Sections 1, 6, 7 (to the extent claims arose during the term), 8, 9, 10, 11, 14, and 16.

13. INSURANCE REQUIREMENTS

13.1 Selected Coverage. Schedule F shall identify which Party must maintain each applicable coverage, limits, carrier criteria, deductibles, tail period, endorsements, and evidence. Do not require an inapplicable policy merely because it appears below:

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

(b) ☐ Product Liability / Completed Operations: $[________________________________] per occurrence / $[________________________________] aggregate;

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

(d) ☐ Cyber Liability / Technology Errors and Omissions: $[________________________________] per claim / $[________________________________] aggregate;

(e) Workers' Compensation or approved equivalent: ☐ Required; details: [________________________________];

(f) Commercial Automobile Liability: $[________________________________] combined single limit (if applicable).

13.2 Additional Insured. A Party shall name the other as an additional insured only for the policies, operations, scope, priority, and endorsements selected in Schedule F.

13.3 Certificates. Each Party shall provide certificates of insurance evidencing the required coverage upon request and shall provide at least [____] days' written notice prior to any cancellation or material change in coverage.

14. DISPUTE RESOLUTION

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without applying a rule that would select another jurisdiction's law. Product classification and any controlling nonwaivable rule remain subject to counsel review.

14.2 Informal Resolution. The Parties shall first attempt to resolve any dispute through good faith negotiation between designated representatives for a period of [____] days.

14.3 Mediation. If informal negotiation fails, the Parties shall submit the dispute to mediation administered by [________________________________] in [________________________________], Delaware, before initiating any arbitration or litigation proceeding.

14.4 Dispute Resolution Method. If mediation does not resolve the dispute within [____] days:

☐ Arbitration addendum. Attach a counsel-drafted addendum stating administrator, rules, seat, scope, arbitrator qualifications, provisional relief, discovery, confidentiality, fees, award form, court judgment, and any class or jury terms. This checkbox alone does not create an arbitration agreement.

☐ Litigation. Subject to subject-matter jurisdiction and any mandatory venue rule, the Parties consent to exclusive proceedings in a Delaware state court sitting in [________________________________] County and, when federal subject-matter jurisdiction exists, the United States District Court for the District of Delaware.

14.5 Jury Trial — select after Delaware counsel review. ☐ No contractual jury waiver. ☐ Each Party knowingly and voluntarily waives jury trial for a claim arising from this Agreement and acknowledges that the conspicuous clause was negotiable and reviewed with an opportunity for counsel.

14.6 Provisional Relief. Either Party may request provisional or equitable relief from a forum with authority to grant it. Availability, proof, scope, procedure, and security are determined by controlling law and court order; this Agreement does not waive a bond or prove actual harm.

14.7 Legal Fees — select one. ☐ Each Party bears its own fees and costs, subject to a controlling rule. ☐ The substantially prevailing Party may recover reasonable fees and costs. ☐ Other: [________________________________].

15. FORCE MAJEURE

15.1 Definition. 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 a Force Majeure Event. A "Force Majeure Event" means any event beyond the reasonable control of the affected Party, including but not limited to: acts of God, natural disasters, epidemics, pandemics, fire, flood, earthquake, drought, severe weather, war, terrorism, civil unrest, government actions, embargoes, sanctions, strikes, labor disputes, power failures, telecommunications failures, or supply chain disruptions.

15.2 Notice. The affected Party shall provide written notice to the other Party within [____] days of the occurrence of a Force Majeure Event, describing the event and its expected duration.

15.3 Mitigation. The affected Party shall use commercially reasonable efforts to mitigate the impact and resume performance as soon as practicable.

15.4 Extended Force Majeure. If a Force Majeure Event continues for more than [____] consecutive days, either Party may terminate this Agreement upon [____] days' written notice without liability.

16. GENERAL PROVISIONS

16.1 Entire Agreement. This Agreement, together with all Schedules and Exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, and understandings.

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

16.3 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees in writing to be bound by the terms hereof.

16.4 Severability. If a provision cannot be enforced as written, the remaining provisions continue to the extent permitted. The Parties request narrowing only when the controlling law authorizes it.

16.5 Waiver. No failure or delay by either Party in exercising any right shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise.

16.6 Notices. All notices shall be in writing and deemed given when: (a) delivered personally; (b) sent by certified or registered mail, return receipt requested; (c) sent by nationally recognized overnight courier; or (d) sent by email with confirmation of receipt. Notices shall be sent to the addresses set forth in the preamble.

16.7 Independent Contractors. The Parties are independent contractors. Nothing herein shall create a joint venture, partnership, agency, or employment relationship.

16.8 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns.

16.9 Counterparts and Signature Method. This Agreement may be signed in counterparts and the Parties may exchange authenticated signature pages electronically. Counsel shall confirm any Product- or transaction-specific signature, record, notarial, filing, or retention formality.

16.10 Order of Precedence. In the event of conflict between the body of this Agreement and any Schedule or Exhibit, the body shall control unless the Schedule expressly states otherwise.

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

16.12 Specialized Compliance Schedule. Before launch, the Parties shall identify and allocate the requirements actually applicable to the Product, parties, territories, channel, customers, technology, data, and end use, including any export, sanctions, anti-bribery, product-safety, labeling, accessibility, environmental, licensing, consumer, public-contract, franchise, competition, or regulated-industry rule.

16.13 Competition and Channel Gate. Exclusivity, territory, pricing, minimum orders, customer allocation, no-compete, non-solicitation, and channel restrictions require separate Delaware and federal competition review. This Agreement makes no general enforceability promise and does not authorize a restriction not expressly completed in a counsel-reviewed schedule.

17. SIGNATURE BLOCKS

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

SUPPLIER:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

OEM PARTNER / RESELLER:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

18. SCHEDULES AND EXHIBITS

SCHEDULE A — PRODUCT SPECIFICATIONS, PRICING, AND MINIMUM ORDERS

SCHEDULE B — SERVICE LEVEL AGREEMENT (SLA)

Support Tiers:

• Tier 1 (Partner): First-level customer support, troubleshooting, and issue documentation
• Tier 2 (Supplier): Technical escalation, bug diagnosis, and workaround identification
• Tier 3 (Supplier): Engineering-level issue resolution, patches, and fixes

SCHEDULE C — BRANDING GUIDELINES

Product Claims Matrix

SCHEDULE D — DATA PROCESSING ADDENDUM (DPA)

☐ Attached hereto and incorporated by reference
☐ To be negotiated and executed separately within [____] days of the Effective Date
☐ Not applicable (no Regulated Data processing involved)

If applicable, complete or attach terms covering:

SCHEDULE E — DEVELOPMENT, IP, AND OPEN-SOURCE TERMS

SCHEDULE F — INSURANCE AND RISK ALLOCATION

COUNSEL RESEARCH RECORD

Before execution, attach the current official sources actually governing the completed schedules: