OEM / White-Label Agreement (Missouri)

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OEM / WHITE-LABEL AGREEMENT

STATE OF MISSOURI

Parties and Recitals
Definitions
Grant of Rights and License
Product and Service Specifications
Quality Standards and Control
Branding and Trademark Usage
Pricing, Payment, and Minimum Orders
Intellectual Property Ownership
Warranties
Limitation of Liability
Indemnification
Confidentiality and Trade Secrets
Data Protection and Breach Notification
Term, Termination, and Transition
Insurance Requirements
Dispute Resolution
Force Majeure
General Provisions
Signature Blocks
Schedules and Exhibits

1. PARTIES AND RECITALS

This OEM / White-Label Agreement ("Agreement") is entered into as of [__/__/____] ("Effective Date") by and between:

SUPPLIER:
Name: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]
Principal Address: [________________________________]
City, State, ZIP: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

("Supplier")

AND

OEM PARTNER / RESELLER:
Name: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]
Principal Address: [________________________________]
City, State, ZIP: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

("OEM Partner")

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

RECITALS

WHEREAS, Supplier is engaged in the design, development, manufacture, and/or provision of certain products and/or services described herein and in the attached Schedules;

WHEREAS, OEM Partner desires to obtain the right to rebrand, market, distribute, and resell Supplier's products and/or services under OEM Partner's own trade names, trademarks, and branding;

WHEREAS, Supplier is willing to grant such rights subject to the terms and conditions set forth in this Agreement;

WHEREAS, the Parties intend that this Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, including the Missouri Uniform Commercial Code (R.S.Mo. Chapter 400), the Missouri Uniform Trade Secrets Act (R.S.Mo. § 417.450 et seq.), and the Missouri data breach notification statute (R.S.Mo. § 407.1500);

WHEREAS, the Parties acknowledge that each has had the opportunity to seek independent legal counsel and have entered into this Agreement voluntarily and with full knowledge of its terms;

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:

2. DEFINITIONS

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

2.1 "Branded Products" means the Products that have been rebranded, relabeled, or repackaged to bear the OEM Partner's Marks in accordance with this Agreement and the Branding Guidelines.

2.2 "Branding Guidelines" means the specifications, style guides, trademark usage rules, and packaging requirements set forth in Schedule C (Branding Guidelines) and as may be updated by OEM Partner from time to time with reasonable prior notice to Supplier.

2.3 "Confidential Information" means any and all non-public information, whether oral, written, electronic, or visual, disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), including without limitation: trade secrets, business plans, financial data, customer lists, pricing information, technical data, product designs, manufacturing processes, source code, algorithms, formulas, specifications, marketing strategies, and any other information designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

2.4 "Deliverables" means all Products, documentation, packaging materials, marketing collateral, technical specifications, and any other items to be provided by Supplier to OEM Partner under this Agreement or any applicable Schedule.

2.5 "Improvements" means any modifications, enhancements, derivative works, adaptations, updates, upgrades, bug fixes, or new features made to the Products, Supplier IP, or any Deliverables during the Term.

2.6 "Intellectual Property" or "IP" means all patents, copyrights, trademarks, service marks, trade dress, trade secrets, know-how, moral rights, database rights, design rights, and all other intellectual property rights, whether registered or unregistered, and all applications, renewals, extensions, and restorations thereof, throughout the world.

2.7 "Marks" means (a) with respect to Supplier, the trademarks, service marks, trade names, logos, and brand identifiers owned or licensed by Supplier ("Supplier Marks"); and (b) with respect to OEM Partner, the trademarks, service marks, trade names, logos, and brand identifiers owned or licensed by OEM Partner ("OEM Partner Marks").

2.8 "Minimum Order Quantity" or "MOQ" means the minimum quantity of Products that OEM Partner must order during each [____]-month period, as specified in Schedule A (Pricing and Order Terms).

2.9 "Products" means the goods, software, services, and/or components described in Schedule B (Product Specifications) that are manufactured, developed, or provided by Supplier and intended for rebranding and resale by OEM Partner.

2.10 "Specifications" means the technical, functional, performance, and quality requirements for the Products as set forth in Schedule B (Product Specifications).

2.11 "Supplier IP" means all Intellectual Property owned by or licensed to Supplier prior to the Effective Date, or developed by Supplier independently of this Agreement, including all IP embodied in the Products.

2.12 "Territory" means [________________________________] (e.g., "the United States," "the State of Missouri," or specific geographic regions as defined in Schedule A).

2.13 "Term" has the meaning set forth in Section 14.1.

3. GRANT OF RIGHTS AND LICENSE

3.1 White-Label License Grant. Subject to the terms and conditions of this Agreement, Supplier hereby grants to OEM Partner a [☐ exclusive / ☐ non-exclusive] license during the Term, within the Territory, to:

(a) Rebrand, relabel, and repackage the Products to bear the OEM Partner Marks in accordance with the Branding Guidelines;

(b) Market, promote, distribute, sell, and resell the Branded Products to end users and authorized sub-distributors within the Territory;

(c) Use Supplier's technical documentation, user manuals, and support materials solely as necessary to support the Branded Products, provided such materials are rebranded in accordance with the Branding Guidelines;

(d) Reproduce Supplier's product documentation solely for the purpose of supporting OEM Partner's sales of the Branded Products.

3.2 Exclusivity.

☐ Exclusive License: If the box above in Section 3.1 indicating "exclusive" is checked, Supplier shall not grant any other party the right to rebrand and sell the Products (or substantially similar products) within the Territory during the Term. Supplier reserves the right to sell the Products under Supplier's own Marks within the Territory unless otherwise agreed in writing.

☐ Non-Exclusive License: If the box above in Section 3.1 indicating "non-exclusive" is checked, Supplier retains the right to grant similar licenses to other parties within and outside the Territory.

3.3 Sub-licensing. OEM Partner [☐ may / ☐ may not] grant sublicenses under this Agreement to authorized distributors or resellers, provided that:

(a) Each sublicensee agrees in writing to be bound by terms no less protective than those set forth in this Agreement;

(b) OEM Partner remains fully responsible for all acts and omissions of its sublicensees;

3.4 Reservation of Rights. Except for the express licenses granted in this Section 3, Supplier retains all right, title, and interest in and to the Products, Supplier IP, and all associated Intellectual Property. No implied licenses are granted under this Agreement.

3.5 Restrictions. OEM Partner shall not:

(a) Reverse engineer, disassemble, or decompile the Products or any component thereof, except as expressly permitted under Missouri law;

(b) Modify the Products in any manner that would compromise safety, regulatory compliance, or quality without Supplier's prior written consent;

(d) Remove, alter, or obscure any proprietary notices embedded within the Products (as distinct from external branding);

(e) Use the Products or Branded Products in any manner that violates applicable law, including the Missouri Merchandising Practices Act (R.S.Mo. § 407.010 et seq.).

4. PRODUCT AND SERVICE SPECIFICATIONS

4.1 Specifications. Supplier shall manufacture, develop, and/or provide the Products in accordance with the Specifications set forth in Schedule B (Product Specifications). Supplier represents that the Products shall conform to the Specifications at the time of delivery.

4.2 Changes to Specifications. Either Party may propose changes to the Specifications by providing written notice to the other Party. No change shall be effective unless agreed to in writing by both Parties. Material changes to the Specifications may necessitate amendments to pricing, delivery timelines, and/or MOQ, which shall be addressed through a written amendment or change order.

4.3 Regulatory Compliance. Supplier shall ensure that the Products comply with all applicable federal, state, and local laws, regulations, and industry standards, including but not limited to:

(a) Federal product safety regulations (e.g., CPSC requirements, if applicable);

(b) Missouri product liability standards under the Missouri Products Liability Law;

(d) Any labeling requirements under Missouri law.

4.4 Samples and Prototyping. Prior to the first production run of Branded Products, Supplier shall provide OEM Partner with [____] sample units for review and approval. OEM Partner shall have [____] business days to approve or reject the samples. Rejection shall include specific reasons referencing the Specifications. Supplier shall remedy any deficiencies and resubmit samples within [____] business days.

4.5 Documentation. Supplier shall provide OEM Partner with:

(a) Complete technical documentation sufficient for OEM Partner to support and market the Branded Products;

(b) User manuals, installation guides, and troubleshooting documentation (if applicable);

(d) Periodic updates to documentation reflecting changes to the Products.

5. QUALITY STANDARDS AND CONTROL

5.1 Quality Standards. Supplier shall maintain quality standards that meet or exceed:

(a) The Specifications set forth in Schedule B;

(b) Industry-standard quality management practices (e.g., ISO 9001 or equivalent);

5.2 Quality Assurance Program. Supplier shall implement and maintain a quality assurance program that includes:

(a) Incoming material inspection;

(b) In-process quality controls;

(d) Documentation and record retention of all quality activities for a minimum of [____] years.

5.3 OEM Partner Inspection Rights. OEM Partner shall have the right to:

(a) Conduct periodic audits of Supplier's manufacturing facilities, quality systems, and records upon [____] business days' prior written notice;

(b) Inspect and test Products at Supplier's facility prior to shipment;

(c) Reject any Products that do not conform to the Specifications, provided that OEM Partner notifies Supplier in writing of such non-conformance within [____] business days of delivery.

5.4 Non-Conforming Products. If Products fail to conform to the Specifications:

(a) Supplier shall, at its sole cost and expense, [☐ replace / ☐ repair / ☐ credit] non-conforming Products within [____] business days of receiving written notice;

(b) If Supplier fails to cure non-conformance within such period, OEM Partner may exercise remedies under Missouri UCC Article 2, including but not limited to rejection, revocation of acceptance, and damages (R.S.Mo. § 400.2-601 through § 400.2-616);

(c) Supplier shall conduct a root cause analysis and provide a corrective action plan to OEM Partner within [____] business days.

5.5 Recalls. In the event of a product recall:

(a) The Party initiating the recall shall promptly notify the other Party in writing;

(b) If the recall results from a defect in the Products as delivered by Supplier, Supplier shall bear all costs and expenses of the recall;

(d) The Parties shall cooperate in good faith to minimize consumer harm and regulatory exposure.

6. BRANDING AND TRADEMARK USAGE

6.1 OEM Partner Branding. Supplier shall rebrand or permit the rebranding of the Products to bear the OEM Partner Marks in accordance with the Branding Guidelines (Schedule C). This includes:

(a) Product labeling, packaging, and inserts;

(b) User-facing documentation and manuals;

(d) Marketing materials created for the Branded Products.

6.2 Trademark License to Supplier. OEM Partner hereby grants Supplier a limited, non-exclusive, non-transferable license during the Term to use the OEM Partner Marks solely for the purpose of manufacturing, labeling, and packaging the Branded Products in accordance with this Agreement.

6.3 Trademark License to OEM Partner. Supplier hereby grants OEM Partner a limited, non-exclusive, non-transferable license during the Term to use any Supplier Marks solely to the extent required by law, regulatory requirements, or as mutually agreed for back-label, compliance, or attribution purposes.

6.4 Quality Control of Marks. Each Party shall ensure that the other Party's Marks are used in accordance with the respective trademark owner's quality standards and brand guidelines. Any use of a Party's Marks that materially deviates from approved guidelines must be approved in writing by the trademark owner.

6.5 No Ownership Transfer. Nothing in this Agreement shall transfer ownership of any Mark from one Party to the other. All goodwill arising from the use of a Party's Marks shall inure to the benefit of the trademark owner.

6.6 Cessation Upon Termination. Upon termination or expiration of this Agreement, each Party shall promptly cease all use of the other Party's Marks, except as necessary for the orderly sell-off of existing inventory during the Transition Period (Section 14.5).

7. PRICING, PAYMENT, AND MINIMUM ORDERS

7.1 Pricing. Prices for the Products shall be as set forth in Schedule A (Pricing and Order Terms). Unless otherwise specified in Schedule A:

(a) All prices are stated in U.S. dollars;

(b) Prices are [☐ FOB Supplier's facility / ☐ delivered to OEM Partner's designated location];

7.2 Price Adjustments. Supplier may adjust prices upon [____] days' prior written notice, effective for orders placed after the adjustment date. Price increases during any twelve (12)-month period shall not exceed [____]% without OEM Partner's written consent, unless attributable to documented increases in raw material costs, regulatory compliance costs, or force majeure events.

7.3 Payment Terms.

(a) Supplier shall invoice OEM Partner upon shipment of Products;

(b) Payment shall be due within [____] days of invoice date ("Net [____]");

(c) Late payments shall accrue interest at the lesser of [____]% per month or the maximum rate permitted under Missouri law (R.S.Mo. § 408.020, currently nine percent (9%) per annum in the absence of a written agreement, or as otherwise permitted by the parties' written agreement);

(d) Supplier may suspend shipments if OEM Partner's account is more than [____] days past due.

7.4 Minimum Order Quantity.

(a) OEM Partner shall order a minimum of [________________________________] units per [____]-month period;

(b) Failure to meet the MOQ for [____] consecutive periods shall entitle Supplier to [☐ convert the license from exclusive to non-exclusive / ☐ terminate this Agreement upon [____] days' written notice / ☐ assess a shortfall fee of $[____] per unit below the MOQ];

7.5 Ordering Process.

(a) OEM Partner shall submit purchase orders referencing this Agreement;

(b) Supplier shall accept or reject purchase orders within [____] business days of receipt;

(d) Lead time for standard orders: [____] business days from acceptance.

7.6 Taxes. OEM Partner shall be responsible for all applicable Missouri sales taxes, use taxes, and similar governmental charges arising from the resale of Branded Products. Each Party shall be responsible for its own income taxes. Missouri imposes a state sales tax rate plus applicable local rates; OEM Partner shall ensure proper collection and remittance.

8. INTELLECTUAL PROPERTY OWNERSHIP

8.1 Supplier IP. As between the Parties, Supplier retains all right, title, and interest in and to the Supplier IP, including all Intellectual Property embodied in the Products, underlying technology, manufacturing processes, designs, formulas, and source code. OEM Partner receives only the limited license rights expressly granted under this Agreement.

8.2 OEM Partner IP. As between the Parties, OEM Partner retains all right, title, and interest in and to:

(a) The OEM Partner Marks and associated goodwill;

(b) OEM Partner's customer lists, customer relationships, and sales data;

(c) Marketing materials, promotional content, and branding assets created by OEM Partner independently of the Supplier IP;

(d) Any pre-existing Intellectual Property owned by OEM Partner.

8.3 Improvements.

(a) Supplier Improvements: All Improvements to the Products or Supplier IP created by Supplier, whether or not based on feedback from OEM Partner, shall be owned exclusively by Supplier;

(b) OEM Partner Improvements: All Improvements to OEM Partner's branding materials, marketing strategies, and customer-facing content created by OEM Partner shall be owned exclusively by OEM Partner;

(c) Joint Improvements: Any Improvements jointly developed by both Parties shall be [☐ owned jointly with each Party having a non-exclusive right to use / ☐ owned by Supplier with a perpetual, royalty-free license to OEM Partner / ☐ owned as set forth in a separate IP assignment agreement].

8.4 Feedback. If OEM Partner provides suggestions, enhancement requests, or feedback regarding the Products ("Feedback"), Supplier shall have a non-exclusive, perpetual, irrevocable, royalty-free right to use and incorporate such Feedback into its products and services without restriction or obligation to OEM Partner.

8.5 No Challenge. During the Term and for [____] years thereafter, neither Party shall directly or indirectly challenge, contest, or take any action to impair the other Party's ownership of its respective Intellectual Property.

9. WARRANTIES

Missouri UCC Warranty Provisions

9.1 Warranty of Title and Non-Infringement. Supplier warrants that:

(a) Supplier has good and marketable title to the Products free and clear of all liens, encumbrances, and security interests;

(b) The Products, when used as intended, do not infringe upon any third party's Intellectual Property rights;

(c) Supplier has the full right, power, and authority to enter into this Agreement and to grant the rights set forth herein.

9.2 Implied Warranty of Merchantability. Pursuant to R.S.Mo. § 400.2-314, unless excluded or modified as provided herein, Supplier warrants that the Products shall be merchantable, meaning at a minimum that the Products:

(a) Pass without objection in the trade under the contract description;

(b) In the case of fungible goods, are of fair average quality within the description;

(d) Run, within the variations permitted by this Agreement, of even kind, quality, and quantity within each unit and among all units;

(e) Are adequately contained, packaged, and labeled as this Agreement may require;

(f) Conform to any promises or affirmations of fact made on the container or label.

9.3 Implied Warranty of Fitness for Particular Purpose. Pursuant to R.S.Mo. § 400.2-315, where Supplier at the time of contracting has reason to know a particular purpose for which the Products are required and that OEM Partner is relying on Supplier's skill or judgment to furnish suitable Products, there is an implied warranty that the Products shall be fit for such purpose, unless excluded or modified under R.S.Mo. § 400.2-316.

9.4 Express Warranty. Supplier warrants that the Products shall:

(a) Conform to the Specifications set forth in Schedule B for a period of [____] months from the date of delivery ("Warranty Period");

(b) Be free from defects in materials and workmanship during the Warranty Period;

9.5 Warranty Exclusions and Modifications. The following warranty exclusions apply:

(a) Disclaimer Language (R.S.Mo. § 400.2-316): TO THE EXTENT PERMITTED BY MISSOURI LAW, ANY WARRANTIES NOT EXPRESSLY STATED IN THIS AGREEMENT ARE HEREBY EXCLUDED. UNDER MISSOURI LAW, TO EXCLUDE OR MODIFY THE IMPLIED WARRANTY OF MERCHANTABILITY, THE LANGUAGE MUST MENTION "MERCHANTABILITY" AND, IF IN WRITING, MUST BE CONSPICUOUS. TO EXCLUDE OR MODIFY THE IMPLIED WARRANTY OF FITNESS, THE EXCLUSION MUST BE IN WRITING AND CONSPICUOUS. EXPRESSIONS SUCH AS "AS IS" OR "WITH ALL FAULTS" THAT IN COMMON UNDERSTANDING CALL THE BUYER'S ATTENTION TO THE EXCLUSION OF WARRANTIES AND MAKE PLAIN THAT THERE IS NO IMPLIED WARRANTY ARE ALSO EFFECTIVE UNDER R.S.Mo. § 400.2-316(3)(A).

(b) Supplier does not warrant that the Products will be error-free, uninterrupted (for software), or suitable for every potential use;

(c) Warranties do not apply to Products that have been modified, misused, or damaged by OEM Partner or any third party after delivery.

9.6 Warranty Remedies. In the event of a warranty breach:

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

(b) Supplier shall, at its option, [☐ repair / ☐ replace / ☐ credit] the defective Products within [____] business days;

(c) If Supplier fails to remedy the defect, OEM Partner may exercise all remedies available under Missouri UCC Article 2, including rejection (R.S.Mo. § 400.2-602), revocation of acceptance (R.S.Mo. § 400.2-608), and damages for breach of warranty (R.S.Mo. § 400.2-714 and § 400.2-715).

9.7 Pass-Through Warranties. OEM Partner may, in its sole discretion, pass through Supplier's express warranties to its end-user customers. OEM Partner shall not make any warranty representations regarding the Products beyond those expressly authorized by Supplier without Supplier's prior written consent.

10. LIMITATION OF LIABILITY

10.1 Cap on Direct Damages. EXCEPT FOR BREACHES OF SECTIONS 8 (INTELLECTUAL PROPERTY), 11 (INDEMNIFICATION), 12 (CONFIDENTIALITY), AND 13 (DATA PROTECTION), NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL FEES PAID OR PAYABLE BY OEM PARTNER TO SUPPLIER DURING THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.2 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY MISSOURI LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Missouri-Specific Enforceability Notes.

(a) Missouri courts generally enforce contractual limitations of liability between commercial parties, provided they are not unconscionable under R.S.Mo. § 400.2-302;

(b) Limitations on consequential damages are enforceable under R.S.Mo. § 400.2-719, which permits parties to limit or alter the measure of damages, including exclusion of consequential damages, unless the limitation is unconscionable;

(c) Under R.S.Mo. § 400.2-719(2), where circumstances cause a limited or exclusive remedy to fail of its essential purpose, remedies may be available as provided in the UCC;

(d) Limitation of remedy for injury to the person in the case of consumer goods is prima facie unconscionable under R.S.Mo. § 400.2-719(3), but commercial injury limitations are not subject to this presumption;

(e) Missouri follows a fault-based approach to comparative negligence under R.S.Mo. § 537.765, which may affect allocation of damages in tort claims related to product defects.

10.4 Essential Purpose. The Parties acknowledge that the limitations set forth in this Section 10 are a fundamental element of the basis of the bargain between the Parties and shall survive and apply even if any limited remedy is found to have failed of its essential purpose.

11. INDEMNIFICATION

11.1 Supplier Indemnification. Supplier shall indemnify, defend, and hold harmless OEM Partner and its officers, directors, employees, agents, successors, and assigns ("OEM Partner Indemnitees") from and against any and all claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

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

(b) Any claim that the Products infringe upon a third party's Intellectual Property rights;

(c) Any product liability claim resulting from defects in the Products as manufactured by Supplier (subject to Missouri's product liability framework, including strict liability under R.S.Mo. § 537.760 et seq.);

(d) Supplier's negligence, willful misconduct, or violation of applicable law;

(e) Any breach of Supplier's confidentiality or data protection obligations under Sections 12 and 13.

11.2 OEM Partner Indemnification. OEM Partner shall indemnify, defend, and hold harmless Supplier and its officers, directors, employees, agents, successors, and assigns ("Supplier Indemnitees") from and against any and all claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) Any breach of OEM Partner's representations, warranties, or obligations under this Agreement;

(b) Any claim arising from OEM Partner's marketing, distribution, or sale of the Branded Products to the extent not attributable to a defect in the Products;

(d) OEM Partner's negligence, willful misconduct, or violation of applicable law;

(e) Any unauthorized modifications to the Products made by OEM Partner.

11.3 Indemnification Procedures.

(a) The indemnified Party shall provide prompt written notice of any claim to the indemnifying Party (provided that failure to provide timely notice shall not relieve the indemnifying Party of its obligations except to the extent of actual prejudice);

(b) The indemnifying Party shall have the right to control the defense and settlement of any claim, provided that the indemnifying Party shall not settle any claim without the indemnified Party's consent if such settlement imposes any obligation or liability on the indemnified Party;

(c) The indemnified Party shall cooperate with the indemnifying Party in the defense of any claim and may participate at its own expense.

11.4 Missouri-Specific Notes on Product Liability.

(a) Missouri applies both strict liability and negligence theories to product liability claims under R.S.Mo. § 537.760 et seq.;

(b) Under Missouri law, a manufacturer or seller may be held strictly liable for products that are in a defective condition unreasonably dangerous when put to a reasonably anticipated use;

(c) Missouri's statute of repose (R.S.Mo. § 537.764) limits the time for bringing product liability claims, generally requiring action within the useful safe life of the product;

(d) Missouri's comparative fault system (R.S.Mo. § 537.765) allocates fault among all parties, including the plaintiff.

12. CONFIDENTIALITY AND TRADE SECRETS

Missouri Uniform Trade Secrets Act (R.S.Mo. § 417.450–417.467)

12.1 Obligations. Each Party agrees to:

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

(b) Not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to employees, agents, and contractors who have a need to know and are bound by obligations of confidentiality no less protective than those contained herein;

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

(d) Protect Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

12.2 Exclusions. Confidential Information shall not include information that:

(a) Is or becomes publicly available through no fault of the Receiving Party;

(b) Was rightfully known to the Receiving Party prior to disclosure, as evidenced by contemporaneous written records;

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

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

12.3 Trade Secret Protections. The Parties acknowledge that certain Confidential Information may constitute "trade secrets" as defined under the Missouri Uniform Trade Secrets Act (R.S.Mo. § 417.453), meaning information including but not limited to a formula, pattern, compilation, program, device, method, technique, or process, that:

(a) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and

(b) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

12.4 Remedies for Misappropriation. In the event of misappropriation of trade secrets:

(a) The injured Party may seek injunctive relief under R.S.Mo. § 417.455, including temporary restraining orders and preliminary injunctions. The court may condition future use upon payment of a reasonable royalty in exceptional circumstances;

(b) The injured Party may recover damages under R.S.Mo. § 417.457, including actual loss, unjust enrichment, or a reasonable royalty for unauthorized disclosure or use;

(c) If misappropriation is outrageous because of the misappropriator's evil motive or reckless indifference to the rights of others, the court may award punitive damages under Missouri law;

(d) Reasonable attorneys' fees may be awarded under R.S.Mo. § 417.459 to the prevailing Party if a claim of misappropriation is made in bad faith, a motion to terminate an injunction is made or resisted in bad faith, or willful and malicious misappropriation exists;

(e) The statute of limitations for misappropriation claims is five (5) years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered (R.S.Mo. § 417.461).

12.5 Return of Confidential Information. Upon termination or expiration of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall promptly:

(a) Return or destroy all Confidential Information in its possession or control;

(b) Certify in writing that it has complied with this obligation;

(c) Notwithstanding the foregoing, the Receiving Party may retain one (1) archival copy of Confidential Information solely for legal compliance and audit purposes, subject to continuing confidentiality obligations.

12.6 Duration. The obligations under this Section 12 shall survive termination or expiration of this Agreement for a period of [____] years, except that obligations with respect to trade secrets shall continue for as long as the information qualifies as a trade secret under Missouri law.

13. DATA PROTECTION AND BREACH NOTIFICATION

Missouri Data Breach Notification (R.S.Mo. § 407.1500)

13.1 Data Protection Obligations. To the extent either Party processes, stores, or transmits personal information (as defined under R.S.Mo. § 407.1500) in connection with this Agreement, each Party shall:

(a) Implement and maintain reasonable security measures to protect personal information from unauthorized access, acquisition, destruction, use, modification, or disclosure;

(b) Comply with all applicable federal, state, and local data protection laws and regulations;

(c) Limit access to personal information to authorized personnel who require access to perform their obligations under this Agreement;

(d) Process personal information only as necessary for the purposes of this Agreement.

13.2 Personal Information Definition. Under Missouri law, "personal information" means an individual's first name or first initial and last name in combination with any one or more of the following data elements, when the data elements are not encrypted, redacted, or otherwise altered to make them unreadable or unusable:

(a) Social Security number;

(b) Driver's license number or other unique identification number created or collected by a government body;

(c) Financial account number, credit card number, or debit card number in combination with any required security code, access code, or password that would permit access to an individual's financial account;

(d) Unique electronic identifier or routing code in combination with any required security code, access code, or password that would permit access to an individual's financial account;

(e) Medical information; and

(f) Health insurance information.

13.3 Security Breach Notification. In the event of a security breach involving personal information:

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

(b) Under R.S.Mo. § 407.1500, notification to affected Missouri residents must be provided without unreasonable delay, and not later than forty-five (45) days following discovery of the breach;

(c) Notification is not required if, after an appropriate investigation or consultation with relevant law enforcement agencies, the entity determines that a risk of identity theft or other fraud to any consumer is not reasonably likely to occur as a result of the breach. Such determination must be documented in writing and maintained for five (5) years;

(d) The Missouri Attorney General must be notified if the breach affects more than five hundred (500) Missouri residents;

(e) Methods of notification include: written notice, electronic notice (if consistent with E-SIGN Act, 15 U.S.C. § 7001), or telephonic notice;

(f) Substitute notice is permitted when the cost of providing notice exceeds seventy-five thousand dollars ($75,000), the affected class exceeds one hundred thousand (100,000) individuals, or the entity lacks sufficient contact information;

(g) The Missouri Attorney General has enforcement authority under this section.

13.4 Data Processing Agreement. If the nature of the Products or services under this Agreement involves the processing of personal information, the Parties shall execute a Data Processing Agreement substantially in the form attached as Schedule D (Data Processing Agreement), which shall be incorporated into and form part of this Agreement.

13.5 Data Ownership. As between the Parties:

(a) Each Party retains ownership of personal information it collects directly from its own customers;

(b) OEM Partner retains ownership of all end-user data collected through the sale and use of Branded Products;

(c) Supplier shall not use end-user data for any purpose other than performing its obligations under this Agreement without OEM Partner's prior written consent.

13.6 Cooperation. In the event of a data security incident, the Parties shall cooperate in good faith to:

(a) Investigate the nature and scope of the incident;

(b) Mitigate any harm to affected individuals;

(d) Preserve evidence for potential law enforcement investigation.

14. TERM, TERMINATION, AND TRANSITION

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

14.2 Renewal. Upon expiration of the Initial Term, this Agreement shall [☐ automatically renew for successive [____]-year periods unless either Party provides at least [____] days' written notice of non-renewal before the end of the then-current term / ☐ terminate unless the Parties execute a written renewal agreement].

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

(a) The other Party materially breaches this Agreement and fails to cure such breach within [____] days of receiving written notice specifying the breach;

(b) The other Party becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy, or has a receiver appointed for substantially all of its assets;

(d) The other Party is convicted of or pleads guilty to a felony or any crime involving dishonesty or fraud.

14.4 Termination for Convenience. Either Party may terminate this Agreement without cause by providing at least [____] days' prior written notice to the other Party.

14.5 Transition Period. Upon termination or expiration:

(a) OEM Partner shall have a period of [____] days ("Transition Period") to sell existing inventory of Branded Products, after which all remaining inventory bearing OEM Partner Marks shall be [☐ returned to Supplier / ☐ destroyed at OEM Partner's cost / ☐ de-branded and disposed of];

(b) Supplier shall provide reasonable transition assistance to OEM Partner during the Transition Period, including continued fulfillment of accepted purchase orders placed prior to the termination date;

14.6 Effects of Termination.

(a) All licenses granted herein shall terminate (except during the Transition Period for the limited purposes set forth in Section 14.5);

(b) Each Party shall return or destroy the other Party's Confidential Information in accordance with Section 12.5;

(d) All accrued payment obligations shall survive termination;

(e) The following Sections shall survive termination: 2, 8, 9 (with respect to Products delivered before termination), 10, 11, 12, 13, 16, and 18.

15. INSURANCE REQUIREMENTS

15.1 Supplier Insurance. Throughout the Term, Supplier shall maintain the following insurance coverage:

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

(b) Products Liability: Minimum of $[________________________________] per occurrence / $[________________________________] aggregate;

(c) Professional Liability / Errors & Omissions (if applicable): Minimum of $[________________________________] per claim;

(d) Workers' Compensation: As required by Missouri law (R.S.Mo. Chapter 287);

(e) Cyber Liability / Data Breach Insurance (if applicable): Minimum of $[________________________________] per occurrence.

15.2 OEM Partner Insurance. Throughout the Term, OEM Partner shall maintain the following insurance coverage:

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

(b) Products Liability: Minimum of $[________________________________] per occurrence / $[________________________________] aggregate;

(c) Professional Liability / Errors & Omissions (if applicable): Minimum of $[________________________________] per claim.

15.3 Additional Requirements.

(a) Each Party shall name the other Party as an additional insured on its Commercial General Liability and Products Liability policies;

(b) Each Party shall provide certificates of insurance upon request and at least [____] days' prior written notice of cancellation or material change;

16. DISPUTE RESOLUTION

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of laws principles. The Missouri Uniform Commercial Code (R.S.Mo. Chapter 400) shall apply to all transactions involving the sale of goods under this Agreement.

16.2 Negotiation. The Parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation between senior executives of each Party. Such negotiations shall commence within [____] business days of a Party's written notice of dispute.

16.3 Mediation. If the dispute is not resolved through negotiation within [____] days, the Parties shall submit the dispute to mediation administered by [☐ the American Arbitration Association (AAA) / ☐ JAMS / ☐ [________________________________]] in accordance with its mediation rules. The mediation shall take place in [________________________________], Missouri.

16.4 Arbitration (Optional).

☐ If this box is checked, any dispute not resolved through mediation shall be submitted to binding arbitration administered by [☐ AAA / ☐ JAMS / ☐ [________________________________]] under its Commercial Arbitration Rules. The arbitration shall be conducted by [☐ one (1) / ☐ three (3)] arbitrator(s) in [________________________________], Missouri. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Missouri courts uphold arbitration agreements under the Missouri Uniform Arbitration Act (R.S.Mo. § 435.350 et seq.).

☐ If this box is checked, any dispute not resolved through mediation may be submitted to a court of competent jurisdiction as set forth in Section 16.5.

16.5 Jurisdiction and Venue. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in [☐ St. Louis City / ☐ St. Louis County / ☐ Jackson County (Kansas City) / ☐ Cole County (Jefferson City) / ☐ [________________________________] County], Missouri, and waives any objection to venue or jurisdiction, including any argument of inconvenient forum.

16.6 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY MISSOURI 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. Missouri courts enforce contractual jury waivers when they are knowing and voluntary.

16.7 Injunctive Relief. Notwithstanding any dispute resolution provisions above, either Party may seek temporary or preliminary injunctive relief, specific performance, or other equitable remedies from any court of competent jurisdiction to prevent irreparable harm, without the requirement of posting bond, to the extent permitted by Missouri law.

16.8 Attorneys' Fees. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.

17. FORCE MAJEURE

17.1 Definition. "Force Majeure Event" means any event beyond a Party's reasonable control, including but not limited to: acts of God, natural disasters (including tornadoes and flooding common to Missouri), pandemics, epidemics, war, terrorism, civil unrest, government actions, sanctions, embargoes, labor disputes or strikes (other than those involving the affected Party's own employees), fire, flood, earthquake, severe weather, power outages, internet or telecommunications failures, supply chain disruptions, or failure of third-party suppliers or carriers.

17.2 Effect. 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 is caused by a Force Majeure Event. The affected Party shall:

(a) Provide written notice to the other Party within [____] business days of the Force Majeure Event, describing the event and its anticipated duration;

(b) Use commercially reasonable efforts to mitigate the effects of the Force Majeure Event;

17.3 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 for such termination (other than accrued obligations).

18. GENERAL PROVISIONS

18.1 Assignment. Neither Party may assign or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, either Party may assign this Agreement without consent to: (a) an affiliate that controls, is controlled by, or is under common control with the assigning Party; or (b) a successor entity in connection with a merger, acquisition, or sale of all or substantially all of the assigning Party's assets, provided the successor entity assumes all obligations under this Agreement.

18.2 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable under Missouri law or any other applicable law, 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.

18.3 Entire Agreement. This Agreement, together with all Schedules and Exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, understandings, negotiations, and discussions, whether oral or written, between the Parties.

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

18.5 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered:

(a) When delivered personally;

(b) One (1) business day after deposit with a nationally recognized overnight courier;

(d) When sent by email with confirmed receipt (read receipt or reply confirmation);

Notices shall be sent to the addresses set forth in Section 1, or to such other address as a Party may designate by written notice.

18.6 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party granting the waiver. No failure or delay in exercising any right shall operate as a waiver thereof, nor shall any single or partial exercise preclude further exercise of any right.

18.7 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party shall have the authority to bind the other Party without prior written consent.

18.8 Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement is intended to confer any rights or remedies on any third party.

18.9 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. Electronic signatures shall be deemed originals in accordance with the Missouri Uniform Electronic Transactions Act (R.S.Mo. § 432.200 et seq.).

18.10 Headings. The section headings are for convenience of reference only and shall not affect the interpretation of this Agreement.

18.11 Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction against the Party that caused the Agreement to be drafted. The words "include," "includes," and "including" shall be deemed followed by "without limitation."

18.12 Compliance with Laws. Each Party shall comply with all applicable federal, state, and local laws, regulations, and ordinances in the performance of its obligations under this Agreement, including the Missouri Merchandising Practices Act (R.S.Mo. § 407.010 et seq.).

18.13 Export Controls. OEM Partner shall comply with all applicable U.S. export control laws and regulations in connection with the distribution of the Branded Products.

19. SIGNATURE BLOCKS

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

SUPPLIER

Signature: _______________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Entity Name: [________________________________]

OEM PARTNER / RESELLER

Signature: _______________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Entity Name: [________________________________]

20. SCHEDULES AND EXHIBITS

The following Schedules and Exhibits are attached to and incorporated into this Agreement:

Schedule A — Pricing and Order Terms

☐ Attached hereto

Item	Description	Unit Price	MOQ	Lead Time
[____]	[________________________________]	$[____]	[____]	[____] days
[____]	[________________________________]	$[____]	[____]	[____] days
[____]	[________________________________]	$[____]	[____]	[____] days

Volume Discount Schedule:
| Annual Volume | Discount |
|--------------|----------|
| [____] – [____] units | [____]% |
| [____] – [____] units | [____]% |
| [____]+ units | [____]% |

Schedule B — Product Specifications

☐ Attached hereto

Product specifications, technical requirements, regulatory certifications, and quality standards to be detailed in this Schedule.

Schedule C — Branding Guidelines

☐ Attached hereto

Trademark usage rules, logo specifications, packaging templates, color standards, font requirements, and labeling instructions to be detailed in this Schedule.

Schedule D — Data Processing Agreement (DPA)

☐ Attached hereto

Data processing terms, security requirements, sub-processor approvals, data subject rights procedures, and breach notification protocols to be detailed in this Schedule.

Exhibit 1 — Service Level Agreement (SLA)

☐ Attached hereto

Uptime commitments, response times, support tiers, escalation procedures, and service credits to be detailed in this Exhibit.

SOURCES AND REFERENCES

Missouri Revised Statutes, Chapter 400 — Uniform Commercial Code: revisor.mo.gov
R.S.Mo. § 400.2-314 — Implied Warranty of Merchantability: revisor.mo.gov
R.S.Mo. § 400.2-315 — Implied Warranty of Fitness for Particular Purpose: revisor.mo.gov
R.S.Mo. § 400.2-316 — Exclusion or Modification of Warranties: revisor.mo.gov
R.S.Mo. § 417.450–417.467 — Missouri Uniform Trade Secrets Act: revisor.mo.gov
R.S.Mo. § 407.1500 — Data Breach Notification: revisor.mo.gov
R.S.Mo. § 407.010 et seq. — Merchandising Practices Act: revisor.mo.gov
R.S.Mo. § 432.200 et seq. — Uniform Electronic Transactions Act: revisor.mo.gov
R.S.Mo. § 537.760 et seq. — Products Liability: revisor.mo.gov
R.S.Mo. § 408.020 — Interest Rates: revisor.mo.gov
R.S.Mo. § 435.350 et seq. — Uniform Arbitration Act: revisor.mo.gov

This template is provided for informational purposes only and does not constitute legal advice. It must be reviewed and customized by a qualified attorney licensed in Missouri before use. Do not rely on this template without professional legal review. Prepared for ezel.ai legal template library.

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About This Template

A contract is a written record of what two or more parties agreed to and what happens if someone does not follow through. Clear language, defined terms, and clean signature blocks keep disputes small and enforceable. The most common mistakes in contracts come from vague promises, missing details about timing or payment, and skipping standard protective clauses like governing law and dispute resolution.

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This template is provided for informational purposes. It is not legal advice. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.

Last updated: March 2026

OEM / White-Label Agreement (Missouri)