OEM / WHITE-LABEL AGREEMENT

(Kansas Law)

[// GUIDANCE: This Agreement governs the relationship where one party (Supplier) provides products or services that another party (OEM Partner) will rebrand and resell under its own brand. This is common for software, hardware, and technology products. Customize all placeholders before execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. License Grant and Scope
4. Branding and White-Labeling
5. Product Development and Customization
6. Pricing and Payment
7. Orders and Delivery
8. Support and Maintenance
9. Service Levels
10. Intellectual Property
11. Confidentiality
12. Data Protection
13. Representations and Warranties
14. Indemnification
15. Limitation of Liability
16. Term and Termination
17. Dispute Resolution
18. General Provisions
19. Execution Block

1. DOCUMENT HEADER

OEM / WHITE-LABEL AGREEMENT

This OEM / White-Label Agreement (this "Agreement") is entered into as of [EFFECTIVE DATE] (the "Effective Date") by and between:

SUPPLIER:
- Legal Name: [SUPPLIER LEGAL NAME]
- Entity Type: [Corporation / LLC / Partnership]
- State of Organization: [STATE]
- Principal Address: [ADDRESS]
- Contact: [NAME] | [EMAIL] | [PHONE]

OEM PARTNER:
- Legal Name: [OEM PARTNER LEGAL NAME]
- Entity Type: [Corporation / LLC / Partnership]
- State of Organization: [STATE]
- Principal Address: [ADDRESS]
- Contact: [NAME] | [EMAIL] | [PHONE]

(each a "Party" and collectively the "Parties")

Recitals

WHEREAS, Supplier has developed and owns certain proprietary products/services described herein; and

WHEREAS, OEM Partner desires to obtain the right to rebrand, market, and distribute such products/services under OEM Partner's own brand;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

2. DEFINITIONS

"Affiliate" – Any entity controlling, controlled by, or under common control with a Party, where "control" means ownership of more than 50% of voting interests.

"Confidential Information" – All non-public information disclosed by either Party, including trade secrets protected under K.S.A. § 60-3320 et seq., technical specifications, business information, and the terms of this Agreement.

"Documentation" – Supplier's technical documentation, user guides, API documentation, and specifications for the Product.

"End User" – A customer of OEM Partner who is the ultimate user of the White-Label Product.

"End User Agreement" – The agreement between OEM Partner and its End Users governing use of the White-Label Product.

"Fees" – The amounts payable by OEM Partner to Supplier as set forth in Schedule 1.

"Intellectual Property Rights" – Patents, copyrights, trademarks, trade secrets, and all other proprietary rights.

"Minimum Commitment" – The minimum purchase or revenue commitment set forth in Schedule 1.

"OEM Partner Marks" – OEM Partner's trademarks, trade names, logos, and branding elements.

"Product" – The software, hardware, services, or other offerings provided by Supplier as described in Schedule 2.

"Service Levels" or "SLA" – The performance commitments set forth in Schedule 3.

"Supplier Marks" – Supplier's trademarks, trade names, logos, and branding elements.

"Territory" – The geographic region in which OEM Partner may distribute the White-Label Product, as specified in Schedule 1.

"White-Label Product" – The Product as rebranded with OEM Partner Marks pursuant to this Agreement.

3. LICENSE GRANT AND SCOPE

3.1 License Grant

Subject to the terms of this Agreement and payment of Fees, Supplier grants OEM Partner a non-exclusive (or exclusive, if specified in Schedule 1), non-transferable license during the Term to:

(a) Rebrand the Product with OEM Partner Marks as the White-Label Product;
(b) Market, promote, and distribute the White-Label Product within the Territory;
(c) Sublicense the White-Label Product to End Users pursuant to End User Agreements;
(d) Access and use the Documentation for purposes of supporting the White-Label Product.

3.2 Exclusivity (If Applicable)

☐ Non-Exclusive: Supplier retains the right to license the Product to other parties.

☐ Exclusive in Territory: Supplier shall not license the Product to other parties within the Territory during the Term for the specific use case/market segment defined as: [MARKET SEGMENT].

[// GUIDANCE: Select one exclusivity option. Exclusive arrangements typically require higher Minimum Commitments.]

3.3 Restrictions

OEM Partner shall not:
(a) Modify the Product except as expressly permitted in writing;
(b) Reverse engineer, decompile, or disassemble the Product;
(c) Remove or alter any proprietary notices (except for permitted rebranding);
(d) Sublicense the Product except to End Users as contemplated herein;
(e) Use the Product for any unlawful purpose;
(f) Distribute the White-Label Product outside the Territory;
(g) Make representations about the Product beyond the Documentation.

3.4 Reservation of Rights

Supplier reserves all rights not expressly granted. OEM Partner acquires no ownership interest in the Product.

4. BRANDING AND WHITE-LABELING

4.1 Branding Requirements

(a) OEM Partner may rebrand the Product with OEM Partner Marks in accordance with the Branding Guidelines in Schedule 4.

(b) All references to Supplier and Supplier Marks shall be removed from customer-facing elements of the White-Label Product, except as required by law or agreed in writing.

(c) Supplier shall provide white-label-ready versions of the Product that facilitate rebranding.

4.2 Branding Approval

OEM Partner shall submit proposed branding for Supplier's approval prior to commercial launch. Supplier shall not unreasonably withhold approval and shall respond within [10] Business Days.

4.3 Quality Standards

OEM Partner shall maintain quality standards consistent with its brand reputation and shall not market the White-Label Product in a manner that reflects negatively on Supplier or the Product.

4.4 Attribution

☐ "Powered by [Supplier]" attribution required
☐ No attribution required
☐ Attribution optional at OEM Partner's discretion

4.5 Co-Branding (If Applicable)

If the Parties agree to co-branding rather than pure white-labeling, the specific co-branding requirements shall be set forth in Schedule 4.

5. PRODUCT DEVELOPMENT AND CUSTOMIZATION

5.1 Product Roadmap

Supplier shall provide OEM Partner with a quarterly product roadmap outlining planned features, enhancements, and release timelines. Supplier retains sole discretion over the roadmap.

5.2 Standard Customization

Supplier shall provide the following standard customization capabilities at no additional charge:
- Custom branding (logos, colors, domain)
- Configurable feature toggles
- Custom email templates
- API access for integration

5.3 Custom Development

Custom development beyond standard customization requires a separate Statement of Work. OEM Partner shall pay custom development fees as agreed. Ownership of custom developments shall be specified in the applicable SOW.

5.4 Integration Support

Supplier shall provide:
- API documentation and developer resources
- Sandbox/testing environment access
- [X] hours of integration support during initial implementation
- Ongoing technical support per the Support Policy

5.5 Updates and New Versions

(a) Supplier shall provide bug fixes and security patches at no additional charge.

(b) Minor updates and feature enhancements shall be included in the license.

(c) Major new versions may be offered as optional upgrades with separate pricing.

6. PRICING AND PAYMENT

6.1 Fee Structure

Fees are set forth in Schedule 1 and may include:

☐ License Fee: One-time or annual license fee of $[AMOUNT]
☐ Per-Unit Fee: $[AMOUNT] per End User / seat / transaction
☐ Revenue Share: [X]% of revenue from White-Label Product sales
☐ Minimum Commitment: $[AMOUNT] per [month/quarter/year]
☐ Setup/Integration Fee: One-time fee of $[AMOUNT]

6.2 Pricing Tiers

6.3 Minimum Commitment

OEM Partner commits to a minimum of $[AMOUNT] per [month/quarter/year] ("Minimum Commitment"). If actual Fees fall short, OEM Partner shall pay the shortfall.

6.4 Invoicing and Payment

• Supplier shall invoice OEM Partner [monthly/quarterly] in arrears (or in advance for license fees)
• Payment Terms: Net [30] days from invoice date
• Payment Method: [ACH / Wire / Check]
• Currency: U.S. Dollars

6.5 Late Payments

Past due amounts bear interest at [1.5]% per month or the maximum rate permitted by Kansas law (K.S.A. § 16-201: 10% default; 15% if contracted), whichever is less.

6.6 Taxes

Fees exclude all applicable taxes. OEM Partner shall pay all sales, use, and similar taxes (including Kansas sales tax of 6.5% plus local rates), or provide valid exemption certificates.

6.7 Price Changes

Supplier may adjust pricing upon [90] days' prior written notice, effective for the next renewal term. Price increases shall not exceed [X]% per year without OEM Partner's consent.

7. ORDERS AND DELIVERY

7.1 Initial Provisioning

Within [X] Business Days of the Effective Date, Supplier shall:
- Provision OEM Partner's white-label environment
- Provide access credentials and documentation
- Conduct initial technical onboarding

7.2 Order Process

For per-unit or consumption-based pricing:
(a) OEM Partner shall submit orders via [portal / email / API]
(b) Supplier shall confirm orders within [X] Business Days
(c) Provisioning shall occur within [X] Business Days of order confirmation

7.3 Reporting

Supplier shall provide OEM Partner with:
- Real-time usage dashboard access
- Monthly usage reports within [5] Business Days of month-end
- End User activity data (anonymized unless consent obtained)

7.4 Forecasting

OEM Partner shall provide [quarterly] forecasts of anticipated volume. Forecasts are non-binding but shall be used for capacity planning.

8. SUPPORT AND MAINTENANCE

8.1 Support Tiers

Tier 1 (End User Support): OEM Partner is responsible for first-line support to End Users. OEM Partner shall staff a help desk and train support personnel on the White-Label Product.

Tier 2 (Escalated Support): OEM Partner may escalate issues to Supplier that cannot be resolved at Tier 1.

Tier 3 (Engineering): Supplier is responsible for bug fixes, defect resolution, and engineering-level support.

8.2 Supplier Support Obligations

Supplier shall provide:
- Technical support portal for OEM Partner support staff
- Response times per Schedule 3 (SLA)
- Training materials and knowledge base access
- [X] hours of annual training for OEM Partner staff

8.3 Support Channels

8.4 Maintenance Windows

Scheduled maintenance: [Day/Time] with [72] hours' advance notice. Emergency maintenance may occur without notice for security or stability issues.

9. SERVICE LEVELS

9.1 Uptime Commitment

Supplier commits to [99.9]% monthly uptime for the White-Label Product infrastructure.

9.2 Uptime Calculation

Uptime % = ((Total Minutes – Downtime Minutes) / Total Minutes) × 100

Exclusions: Scheduled maintenance, OEM Partner-caused issues, force majeure, third-party services outside Supplier's control.

9.3 Response Times

9.4 Service Credits

Service Credits are OEM Partner's sole remedy for uptime failures. Maximum credits per month: [100]% of monthly Fees.

10. INTELLECTUAL PROPERTY

10.1 Supplier IP

Supplier retains all Intellectual Property Rights in:
- The Product and all underlying technology
- Documentation and specifications
- Updates, enhancements, and derivative works
- Supplier Marks

10.2 OEM Partner IP

OEM Partner retains all Intellectual Property Rights in:
- OEM Partner Marks
- OEM Partner's customer data and End User relationships
- Marketing materials created by OEM Partner
- Custom integrations developed solely by OEM Partner

10.3 Feedback

OEM Partner may provide suggestions and feedback regarding the Product. Supplier may use such feedback without restriction and shall own any resulting enhancements.

10.4 Trademark Licenses

(a) OEM Partner grants Supplier a limited license to use OEM Partner Marks solely to fulfill its obligations under this Agreement.

(b) Supplier grants OEM Partner a limited license to use Supplier Marks (if co-branding is selected) in accordance with Schedule 4.

10.5 No Other Rights

Except as expressly granted, neither Party acquires any rights to the other's Intellectual Property.

11. CONFIDENTIALITY

11.1 Obligations

Each Party shall:
- Protect Confidential Information using at least the same care as its own (not less than reasonable care)
- Use Confidential Information only for purposes of this Agreement
- Disclose only to employees and contractors with a need to know who are bound by confidentiality obligations

11.2 Trade Secrets

The Parties acknowledge that Confidential Information may include trade secrets protected under the Kansas Uniform Trade Secrets Act (K.S.A. § 60-3320 et seq.). Such information shall be protected for as long as it qualifies as a trade secret.

11.3 Exclusions

Confidential Information does not include information that:
- Is or becomes publicly available without breach
- Was known to the receiving Party before disclosure
- Is independently developed without use of Confidential Information
- Is rightfully obtained from a third party without restriction

11.4 Required Disclosures

If legally compelled to disclose, the receiving Party shall provide prompt notice (where permitted) and cooperate with protective measures.

11.5 Survival

Confidentiality obligations survive termination for [5] years, except for trade secrets (indefinite).

12. DATA PROTECTION

12.1 Data Ownership

OEM Partner owns all End User data. Supplier processes such data solely to provide the Product.

12.2 Data Processing

If Supplier processes personal data on OEM Partner's behalf:
- Supplier shall process data only as instructed by OEM Partner
- Supplier shall implement appropriate security measures
- Supplier shall assist with data subject requests
- The Data Processing Addendum in Schedule 5 shall apply

12.3 Data Security

Supplier shall maintain:
- Encryption of data in transit (TLS 1.2+) and at rest (AES-256)
- Access controls and authentication
- Regular security assessments
- SOC 2 Type II certification (or equivalent)

12.4 Data Breach Notification

In the event of a security breach, Supplier shall:
- Notify OEM Partner within [48] hours of discovery
- Provide information about the nature and scope
- Cooperate with investigation and notification
- Comply with Kansas Data Breach Notification Law (K.S.A. § 50-7a02)

12.5 Data Location

Data shall be stored in [United States / specific region]. Supplier shall not transfer data outside the specified location without OEM Partner's consent.

13. REPRESENTATIONS AND WARRANTIES

13.1 Mutual Representations

Each Party represents and warrants that:
- It has full power and authority to enter into this Agreement
- Execution does not violate any other agreement
- It is duly organized and in good standing

13.2 Supplier Warranties

Supplier warrants that:
- The Product will perform materially in accordance with the Documentation
- Supplier has the right to grant the licenses herein
- The Product will not infringe any third-party Intellectual Property Rights
- The Product will not contain malicious code introduced by Supplier
- Supplier will comply with all applicable laws

13.3 OEM Partner Warranties

OEM Partner warrants that:
- OEM Partner will use the Product only as permitted
- OEM Partner will include appropriate terms in End User Agreements
- OEM Partner will comply with all applicable laws in marketing and distribution

13.4 Warranty Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, SUPPLIER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

14. INDEMNIFICATION

14.1 Supplier Indemnification

Supplier shall indemnify, defend, and hold harmless OEM Partner from third-party claims alleging that the Product infringes a valid patent, copyright, or trademark, or misappropriates a trade secret.

Exclusions: Supplier has no obligation for claims arising from:
- Modifications by OEM Partner
- Combination with non-Supplier products
- Use in violation of this Agreement
- OEM Partner's specifications

Remedies: If an infringement claim occurs, Supplier may:
- Obtain the right for OEM Partner to continue using the Product
- Modify the Product to be non-infringing
- Replace the Product with a functional equivalent
- Terminate and refund prepaid Fees (if no alternative is feasible)

14.2 OEM Partner Indemnification

OEM Partner shall indemnify Supplier from claims arising from:
- OEM Partner's marketing or distribution activities
- OEM Partner's modifications to the Product
- End User claims arising from OEM Partner's conduct
- OEM Partner's breach of this Agreement

14.3 Indemnification Procedures

The indemnified Party shall: (a) provide prompt notice; (b) grant sole control of defense and settlement; and (c) provide reasonable cooperation.

15. LIMITATION OF LIABILITY

15.1 Exclusion of Consequential Damages

EXCEPT FOR (A) BREACHES OF CONFIDENTIALITY, (B) INDEMNIFICATION OBLIGATIONS, (C) OEM PARTNER'S PAYMENT OBLIGATIONS, AND (D) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT:

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION.

15.2 Liability Cap

EXCEPT FOR THE CARVE-OUTS IN SECTION 15.1, EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF:

(A) THE FEES PAID OR PAYABLE DURING THE 12-MONTH PERIOD PRECEDING THE CLAIM; OR

(B) $[AMOUNT].

15.3 Essential Basis

These limitations reflect an informed allocation of risk and are essential to the Agreement.

16. TERM AND TERMINATION

16.1 Term

The initial term is [1/2/3] year(s) from the Effective Date. Thereafter, this Agreement renews automatically for successive [1]-year periods unless either Party provides written notice of non-renewal at least [90] days before the end of the then-current term.

16.2 Termination for Cause

Either Party may terminate upon [30] days' written notice if the other Party:
- Materially breaches and fails to cure within the notice period
- Becomes insolvent or files for bankruptcy

16.3 Termination for Convenience

☐ Termination for convenience NOT permitted
☐ Either Party may terminate for convenience upon [180] days' written notice

16.4 Effect of Termination

Upon termination:
- OEM Partner's license to the Product ceases
- OEM Partner shall cease marketing the White-Label Product
- OEM Partner shall pay all Fees due through termination
- Each Party shall return or destroy Confidential Information
- Supplier shall provide reasonable transition assistance for [90] days

16.5 End User Transition

Upon termination, OEM Partner may continue providing the White-Label Product to existing End Users for up to [180] days ("Wind-Down Period") to facilitate transition, subject to continued Fee payments.

16.6 Survival

Sections 2, 10, 11, 13.4, 14, 15, 17, and 18 survive termination.

17. DISPUTE RESOLUTION

17.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas, without regard to conflict of laws principles.

17.2 Venue

Exclusive venue shall be the state or federal courts located in [Johnson County / Wyandotte County / Sedgwick County], Kansas. Each Party consents to personal jurisdiction.

17.3 Escalation

Before initiating formal proceedings, the Parties shall attempt to resolve disputes through good-faith negotiation between executives for at least [30] days.

17.4 Jury Waiver

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

Party Initials: Supplier _______ OEM Partner _______

17.5 Injunctive Relief

Either Party may seek injunctive relief to protect its Intellectual Property or Confidential Information without posting bond.

18. GENERAL PROVISIONS

18.1 Notices

All notices shall be in writing and delivered by personal delivery, overnight courier, certified mail, or email (with confirmation) to the addresses in Section 1.

18.2 Assignment

Neither Party may assign without the other's written consent, except to an Affiliate or successor in a merger or acquisition. Unauthorized assignments are void.

18.3 Independent Contractors

The Parties are independent contractors. Nothing creates employment, partnership, or agency.

18.4 Force Majeure

Neither Party is liable for delays due to events beyond its reasonable control, provided prompt notice is given.

18.5 Severability

If any provision is held invalid, the remaining provisions remain in force, and the invalid provision shall be reformed to the minimum extent necessary.

18.6 Waiver

No waiver is effective unless in writing. Failure to enforce any provision does not waive the right to enforce it later.

18.7 Entire Agreement

This Agreement and its Schedules constitute the entire agreement and supersede all prior negotiations.

18.8 Amendment

Amendments must be in writing signed by both Parties.

18.9 Electronic Signatures

This Agreement may be executed electronically pursuant to the Kansas Uniform Electronic Transactions Act (K.S.A. § 16-1601 et seq.).

18.10 Counterparts

This Agreement may be executed in counterparts, each of which is an original.

19. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

JURY WAIVER ACKNOWLEDGMENT:

| Supplier Initials: _______ | OEM Partner Initials: _______ |

SCHEDULE 1 – COMMERCIAL TERMS

SCHEDULE 2 – PRODUCT DESCRIPTION

Product Name: [PRODUCT NAME]

Description: [DETAILED DESCRIPTION]

Features Included:
- [FEATURE 1]
- [FEATURE 2]
- [FEATURE 3]

Excluded Features: [LIST]

Technical Requirements: [SPECIFICATIONS]

SCHEDULE 3 – SERVICE LEVEL AGREEMENT

(See Section 9 for SLA terms)

SCHEDULE 4 – BRANDING GUIDELINES

White-Labeling Requirements:
- All customer-facing UI shall display OEM Partner branding
- Documentation shall be co-branded or OEM Partner-branded as agreed
- Support communications may reference "powered by" attribution if selected

Approval Process:
- OEM Partner submits branding mockups via [CHANNEL]
- Supplier responds within [10] Business Days

SCHEDULE 5 – DATA PROCESSING ADDENDUM

[// GUIDANCE: Attach a comprehensive DPA if processing personal data. Include: processing purposes, data types, security measures, subprocessors, international transfers, and data subject rights.]

[INSERT DATA PROCESSING ADDENDUM]

END OF AGREEMENT