OEM / WHITE-LABEL AGREEMENT

STATE OF NEW HAMPSHIRE

Governed by New Hampshire Revised Statutes Annotated (RSA), New Hampshire Uniform Commercial Code (RSA Chapter 382-A), New Hampshire Uniform Trade Secrets Act (RSA 350-B), New Hampshire Consumer Protection Act (RSA 358-A), and New Hampshire Data Privacy Act (RSA 507-H).

NOTE: New Hampshire has no general sales tax and no state income tax. Parties should consult with tax counsel regarding other applicable taxes, including the New Hampshire Business Profits Tax (RSA 77-A) and Business Enterprise Tax (RSA 77-E).

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

BY AND BETWEEN:

SUPPLIER/MANUFACTURER:

(hereinafter referred to as "Supplier")

AND

OEM/WHITE-LABEL PARTNER:

(hereinafter referred to as "Partner")

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

RECITALS

WHEREAS, Supplier is engaged in the business of designing, manufacturing, and/or distributing certain products and/or services as described in Exhibit A (the "Products");

WHEREAS, Partner desires to obtain the right to market, distribute, and/or resell the Products under Partner's own brand name(s), trademarks, and/or trade dress (on a "white-label" basis) or under Supplier's brand (on an "OEM" basis), within the State of New Hampshire and such other territories as may be agreed;

WHEREAS, Supplier is willing to grant Partner such rights subject to the terms and conditions set forth herein, including adherence to New Hampshire's statutory framework governing commercial transactions, trade secrets, consumer protection, and data privacy;

WHEREAS, the Parties acknowledge that any sale of goods under this Agreement is subject to the New Hampshire Uniform Commercial Code (RSA Chapter 382-A), including the implied warranty of merchantability (RSA 382-A:2-314) and the implied warranty of fitness for a particular purpose (RSA 382-A:2-315), except to the extent lawfully disclaimed;

WHEREAS, the Parties recognize that New Hampshire law provides robust protection for trade secrets under the Uniform Trade Secrets Act (RSA 350-B) and that consumer protection is enforced through the New Hampshire Consumer Protection Act (RSA 358-A), which prohibits unfair or deceptive acts or practices in the conduct of trade or commerce;

WHEREAS, the New Hampshire Data Privacy Act (RSA 507-H), effective January 1, 2025, establishes consumer rights regarding personal data and imposes obligations on controllers and processors; and

WHEREAS, the Parties desire to memorialize their rights, obligations, and understandings regarding the OEM and/or white-label arrangement;

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

ARTICLE I: DEFINITIONS

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

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

1.2 "Authorized Products" means the Products Partner is authorized to market, sell, and distribute under this Agreement, as specified in Exhibit A.

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

1.4 "Brand Guidelines" means the branding, labeling, packaging, and marketing specifications set forth in Exhibit C.

1.5 "Confidential Information" means all non-public, proprietary, or confidential information disclosed by a Disclosing Party to a Receiving Party, whether written, oral, electronic, or otherwise, including but not limited to: trade secrets as defined under RSA 350-B:1; business plans; financial data; customer lists; technical specifications; manufacturing processes; pricing structures; marketing strategies; software and code; and any information marked as "confidential" or that a reasonable person would understand to be confidential. The term "Confidential Information" does not include information that meets any of the exceptions set forth in Section 7.2.

1.6 "Deliverables" means products, materials, software, documentation, or other items to be delivered by Supplier under this Agreement.

1.7 "Foreground IP" means Intellectual Property created, developed, or conceived by either Party or jointly in the performance of this Agreement.

1.8 "Improper Means" means, consistent with RSA 350-B:1, theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means.

1.9 "Intellectual Property" or "IP" means all patents, trademarks, service marks, trade names, copyrights, trade secrets, know-how, inventions, designs, software, databases, and all other intellectual property rights, whether registered or unregistered.

1.10 "Marks" means the trademarks, service marks, trade names, logos, trade dress, and other brand identifiers of the applicable Party, as specified in Exhibit C.

1.11 "Misappropriation" means, as defined under RSA 350-B:1: (a) acquisition of a trade secret by a person who knows or has reason to know the trade secret was acquired by improper means; or (b) disclosure or use of a trade secret without consent by a person who: (i) used improper means to acquire it; (ii) knew or should have known the knowledge was derived from improper acquisition; (iii) acquired it under circumstances creating a duty to maintain secrecy; or (iv) before material change of position, knew or should have known it was a trade secret acquired by accident or mistake.

1.12 "Net Revenue" means gross revenue from the sale of Authorized Products, less: (a) returns and allowances; (b) trade discounts; (c) applicable taxes and duties; and (d) shipping and handling charges.

1.13 "NHDPA" means the New Hampshire Data Privacy Act, RSA 507-H, effective January 1, 2025.

1.14 "OEM Products" means Products manufactured by Supplier and sold to Partner for resale under Supplier's brand or co-branded with both Parties' Marks.

1.15 "Personal Information" means, pursuant to RSA 359-C:19, an individual's first name or first initial and last name in combination with one or more of the following: (a) Social Security number; (b) driver's license number or other government identification number; or (c) 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.

1.16 "Personal Data" means, as defined under RSA 507-H, information that is linked or reasonably linkable to an identified or identifiable individual, excluding de-identified data and publicly available information.

1.17 "Product Specifications" means the technical specifications, quality standards, and performance requirements in Exhibit A.

1.18 "Territory" means the geographic area(s) specified in Exhibit D. Unless otherwise stated, the Territory shall be the State of New Hampshire.

1.19 "Trade Secret" means, consistent with RSA 350-B:1, information, including 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.

1.20 "UCC" means the New Hampshire Uniform Commercial Code, RSA Chapter 382-A.

1.21 "White-Label Products" means Products manufactured by Supplier and marketed, sold, and distributed by Partner under Partner's Marks.

ARTICLE II: GRANT OF RIGHTS

2.1 License Grant. Subject to the terms herein, Supplier grants Partner a:

☐ Non-exclusive
☐ Exclusive
☐ Sole (exclusive except as to Supplier)

license to market, promote, sell, and distribute the Authorized Products within the Territory during the Term:

(a) White-Label Rights: Partner may rebrand, relabel, and repackage Products under Partner's Marks in accordance with the Brand Guidelines.

(b) OEM Rights: Partner may resell Products under Supplier's Marks or co-branded Marks per the Brand Guidelines.

(c) Distribution Channels: Partner may distribute through:

☐ Direct sales
☐ Online/e-commerce
☐ Retail distribution
☐ Wholesale distribution
☐ Value-added reseller (VAR)
☐ Government and institutional procurement
☐ Other: [________________________________]

2.2 Sublicensing.

☐ Partner may sublicense with Supplier's prior written approval
☐ No sublicensing without Supplier's express written consent

Any sublicense shall be in writing, incorporating all applicable terms. Partner remains liable for sublicensee actions.

2.3 Reservation of Rights. Except as expressly granted, Supplier reserves all rights in its Products, IP, and Marks. No implied licenses arise.

2.4 Exclusivity.

(a) If exclusive, Supplier shall not appoint others or sell directly in the Territory, except: [________________________________].

(b) Minimum commitments for exclusivity:

(c) Failure to meet minimums for [____] consecutive quarters allows Supplier to convert to non-exclusive upon [____] days' notice.

2.5 Non-Compete Considerations Under New Hampshire Law. The Parties acknowledge RSA 275:70, which requires employers to provide a copy of any noncompete agreement to potential employees before acceptance of an offer of employment. Although this Agreement is a commercial contract (not an employment agreement), any non-compete, non-solicitation, or exclusivity provisions herein shall be construed consistently with New Hampshire's approach to restrictive covenants, which considers: (a) whether the restriction is reasonably necessary to protect legitimate business interests; (b) the reasonableness of duration (New Hampshire courts typically uphold restrictions of six months to two years); and (c) the reasonableness of geographic scope (which must correspond to actual business presence). Further, RSA 275:70-a prohibits non-compete agreements for low-wage employees (those earning at or below 200% of the federal minimum wage).

2.6 Territory Restrictions. Partner shall not actively market or solicit outside the Territory. Passive sales shall be:

☐ Permitted without restriction
☐ Permitted with referral fee of [____]% to applicable territorial partner
☐ Prohibited; must refer to Supplier or territorial partner

ARTICLE III: PRODUCT SPECIFICATIONS AND QUALITY

3.1 Product Specifications. All Authorized Products shall conform to Exhibit A. Material changes require [____] days' notice and Partner's written approval.

3.2 Quality Standards. Supplier shall deliver Products meeting:

(a) Product Specifications;
(b) All applicable federal, state, and local laws, including the New Hampshire Consumer Protection Act (RSA 358-A);
(c) Industry-standard quality control;
(d) The implied warranty of merchantability under RSA 382-A:2-314, requiring goods to: (i) pass without objection in the trade; (ii) be of fair average quality; (iii) be fit for ordinary purposes; (iv) run within permitted variations; (v) be adequately contained, packaged, and labeled; and (vi) conform to container or label promises;
(e) Additional quality requirements in Exhibit A.

3.3 Quality Testing and Inspection.

(a) Partner may inspect Products at Supplier's facilities during normal business hours upon reasonable notice.

(b) Supplier shall provide quality control documentation upon request.

(c) Partner shall inspect shipments within [____] business days of receipt ("Inspection Period") and report defects within [____] business days thereafter.

3.4 Acceptance Criteria. Products are accepted unless Partner delivers written rejection within the Inspection Period, specifying defects. Acceptance does not waive warranty rights.

3.5 Rejection and Remedies. Upon rejection, Supplier shall within [____] business days at its cost:

☐ Replace nonconforming Products
☐ Repair nonconforming Products
☐ Issue a full refund

Supplier bears all return and replacement shipping costs. Partner's additional remedies include those under RSA 382-A:2-711 through 382-A:2-717 (buyer's remedies for breach).

3.6 Product Modifications. Modifications require written change orders specifying: (a) the change; (b) pricing impact; (c) timeline impact; and (d) warranty impact.

3.7 New Hampshire Product Safety. Supplier warrants compliance with all applicable New Hampshire product safety statutes, including New Hampshire's products liability framework (RSA 507-D), which provides that any person injured by a product may bring a claim against the manufacturer, seller, or supplier.

ARTICLE IV: BRANDING AND TRADEMARKS

4.1 White-Label Branding. For White-Label Products, Partner may:

(a) Apply Partner's Marks, trade dress, and branding;
(b) Design Partner's packaging and labeling;
(c) Create marketing materials using Partner's branding;
(d) Present Products as Partner's own.

4.2 OEM Branding. For OEM Products, Partner shall:

(a) Use Supplier's Marks per Supplier's Brand Guidelines;
(b) Not alter or obscure Supplier's Marks without approval;
(c) Comply with all trademark usage guidelines.

4.3 Trademark License. Each Party grants the other a limited, non-exclusive, non-transferable license to use its Marks solely under this Agreement and per the Brand Guidelines. All use inures to the trademark owner's benefit.

4.4 Brand Guidelines Compliance. Materials must comply with Exhibit C. Prior written approval is required for new materials using the other Party's Marks.

4.5 New Hampshire Labeling Requirements. Products sold in New Hampshire shall comply with:

(a) The New Hampshire Consumer Protection Act (RSA 358-A) prohibition on unfair or deceptive acts or practices, including misleading labeling;
(b) RSA 358-A:2, which defines specific acts that constitute unfair or deceptive practices in trade or commerce;
(c) New Hampshire's Regulation of Business Practices for Consumer Protection (RSA 358-A) which prohibits, among other things, representing goods as having characteristics, uses, benefits, or qualities they do not have;
(d) Any industry-specific labeling regulations applicable to the Products;
(e) Federal labeling requirements (FTC Act, Lanham Act) as applicable.

4.6 Trademark Protection. Each Party shall notify the other of suspected infringement or unauthorized use. The trademark owner has the primary right of enforcement. The Parties shall cooperate in enforcement actions.

4.7 No Disparagement. Neither Party shall disparage or diminish the other Party's Marks.

4.8 "Made in New Hampshire" Claims. If any Products are marketed as made in New Hampshire, they must genuinely be manufactured or substantially produced in the state. Any misrepresentation regarding origin may constitute a violation of RSA 358-A.

ARTICLE V: PRICING AND PAYMENT

5.1 Pricing. Product prices are in Exhibit B. Supplier may adjust prices on [____] days' notice, provided:

(a) Increases shall not exceed [____]% per twelve (12) months without Partner's consent;
(b) Cost-based adjustments are permitted with documentation;
(c) Decreases apply immediately.

5.2 Payment Terms.

(a) Supplier invoices upon shipment.
(b) Partner pays undisputed invoices within [____] days.
(c) Late payments accrue interest at [____]% per month (not to exceed the maximum rate permitted under New Hampshire law; RSA 336:1 sets the legal interest rate at ten percent (10%) per annum in the absence of a contractual provision).

5.3 Royalties. If applicable, Partner pays Supplier [____]% of Net Revenue:

☐ Monthly, within [____] days of month-end
☐ Quarterly, within [____] days of quarter-end
☐ Annually, within [____] days of year-end

5.4 Audit Rights.

(a) Each Party maintains accurate records for [____] years.
(b) Each Party may audit once per year upon [____] days' notice.
(c) Underpayments exceeding 5% require the underpaying Party to bear audit costs plus pay the shortfall with interest.

5.5 Taxes.

(a) New Hampshire has no general sales tax. However, specific transaction taxes may apply, including the New Hampshire Meals and Rooms Tax (RSA 78-A) if Products include hospitality or meal-related goods.
(b) Each Party is responsible for its own income taxes. New Hampshire imposes a Business Profits Tax (RSA 77-A) and a Business Enterprise Tax (RSA 77-E) on businesses operating in the state.
(c) Parties should consult with New Hampshire tax counsel regarding applicability of the Interest and Dividends Tax (RSA 77) and other assessments.

5.6 Purchase Orders. Partner submits purchase orders specifying product, quantity, delivery date, and shipping. Supplier confirms within [____] business days.

5.7 Currency. All amounts are in United States Dollars (USD).

ARTICLE VI: INTELLECTUAL PROPERTY

6.1 Ownership of Background IP. Each Party retains all rights in its Background IP.

6.2 Ownership of Foreground IP.

(a) Foreground IP created solely by Supplier belongs to Supplier.
(b) Foreground IP created solely by Partner belongs to Partner.
(c) Joint Foreground IP:

☐ Jointly owned, each Party may exploit without accounting
☐ Owned by Supplier with perpetual royalty-free license to Partner
☐ Owned by Partner with perpetual royalty-free license to Supplier
☐ Per separate IP assignment agreement

6.3 Improvements.

(a) Supplier's improvements to its Products or Background IP belong to Supplier.
(b) Partner's improvements to Supplier's Products or Background IP:

☐ Owned by Supplier with license to Partner
☐ Owned by Partner with license to Supplier
☐ Jointly owned

6.4 Patent Provisions. The owning Party may file patent applications at its expense. The other Party shall cooperate and execute assignments as reasonably necessary.

6.5 Trade Secret Protection Under New Hampshire Law. The Parties acknowledge that certain information constitutes Trade Secrets protected under the New Hampshire Uniform Trade Secrets Act (RSA 350-B). The Parties agree:

(a) To maintain secrecy in accordance with RSA 350-B:1, which defines Trade Secrets as information deriving independent economic value from not being generally known and subject to reasonable secrecy efforts;
(b) Not to engage in Misappropriation as defined in RSA 350-B:1, which includes acquisition by Improper Means (theft, bribery, misrepresentation, breach or inducement of breach of duty to maintain secrecy, or espionage);
(c) To implement reasonable security measures (access controls, encryption, employee training, confidentiality agreements);
(d) To acknowledge that misappropriation may result in:
- Injunctive relief under RSA 350-B:3, which provides that a court may enjoin actual or threatened misappropriation;
- Damages under RSA 350-B:4, including damages for unjust enrichment, and exemplary damages not exceeding twice the actual damages for willful and malicious misappropriation, plus reasonable attorneys' fees;
- Attorney's fees under RSA 350-B:4 in cases of willful and malicious misappropriation or bad faith claims;
(e) That the statute of limitations for trade secret claims is three (3) years from when misappropriation is discovered or should have been discovered (RSA 350-B:6);
(f) That RSA 350-B:7 provides that the UTSA displaces conflicting tort, restitutionary, and other civil remedies for misappropriation, but does not affect contractual remedies, other civil remedies not based on misappropriation, or criminal remedies.

6.6 Work Product. Work product commissioned and paid for by Partner shall be "works made for hire" to the extent permitted by law. Otherwise, the creating Party assigns all rights to the commissioning Party, subject to any retained licenses.

ARTICLE VII: CONFIDENTIALITY

7.1 Confidentiality Obligations. Each Party agrees:

(a) To hold all Confidential Information in strict confidence;
(b) Not to disclose to third parties without prior written consent;
(c) To use solely for performing under this Agreement;
(d) To restrict access to those with a need to know, bound by equivalent confidentiality obligations;
(e) To protect with at least the same care used for its own confidential information, but never less than reasonable care.

7.2 Exceptions. Obligations do not apply to information that:

(a) Is or becomes publicly available without breach by the Receiving Party;
(b) Was known to the Receiving Party before disclosure;
(c) Is independently developed without reference to Confidential Information;
(d) Is rightfully received from a third party without restriction;
(e) Is required by law or court order (with prompt notice to the Disclosing Party, where permitted, and cooperation in obtaining a protective order).

7.3 Duration. Confidentiality obligations survive termination for [____] years. Trade Secret obligations continue as long as the information qualifies under RSA 350-B:1.

7.4 Return or Destruction. Upon termination or request:

(a) Return or destroy all Confidential Information (including copies and derivatives);
(b) Certify compliance in writing;
(c) One archival copy may be retained for legal compliance, subject to ongoing obligations.

7.5 Injunctive Relief. Breach may cause irreparable harm. Either Party may seek injunctive relief, specific performance, or equitable remedies without bond, to the fullest extent permitted by New Hampshire law.

ARTICLE VIII: REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations and Warranties. Each Party represents and warrants:

(a) Duly organized, validly existing, and in good standing, qualified to do business in New Hampshire;
(b) Full power and authority to enter into and perform this Agreement;
(c) Due authorization of execution and performance;
(d) This Agreement is a valid, binding obligation enforceable in accordance with its terms;
(e) Performance will not violate any law or existing agreement;
(f) Compliance with all applicable laws, including the New Hampshire Consumer Protection Act (RSA 358-A).

8.2 Supplier's Product Warranties. Supplier warrants:

(a) All Products conform to Product Specifications;
(b) Products are free from defects in materials and workmanship for [____] months after delivery ("Warranty Period");
(c) Products are merchantable under RSA 382-A:2-314, meaning they: (i) pass without objection in the trade; (ii) are of fair average quality; (iii) are fit for ordinary purposes; (iv) run within permitted variations; (v) are adequately contained, packaged, and labeled; and (vi) conform to label representations;
(d) Where Partner has communicated a particular purpose and relied on Supplier's judgment, Products are fit for such purpose under RSA 382-A:2-315;
(e) Supplier has good title and can transfer Products free of liens and encumbrances (RSA 382-A:2-312);
(f) Products do not infringe any third-party IP rights;
(g) Services are performed in a professional, workmanlike manner.

8.3 Warranty Disclaimers. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY RSA 382-A:2-316:

(a) SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED;
(b) DISCLAIMER OF MERCHANTABILITY MUST MENTION "MERCHANTABILITY" AND BE CONSPICUOUS IF WRITTEN (RSA 382-A:2-316(2));
(c) DISCLAIMER OF FITNESS FOR PARTICULAR PURPOSE MUST BE CONSPICUOUS AND IN WRITING (RSA 382-A:2-316(2));
(d) WHEN THE BUYER HAS EXAMINED THE GOODS OR REFUSED TO EXAMINE BEFORE ENTERING INTO THE CONTRACT, THERE IS NO IMPLIED WARRANTY WITH REGARD TO DEFECTS THAT AN EXAMINATION OUGHT TO HAVE REVEALED (RSA 382-A:2-316(3)).

8.4 Partner's Warranties. Partner warrants:

(a) Marketing and sales compliance with all laws and Brand Guidelines;
(b) No unauthorized representations regarding the Products;
(c) Prompt notification to Supplier of complaints, safety concerns, and warranty claims.

ARTICLE IX: INDEMNIFICATION

9.1 Supplier's Indemnification. Supplier shall indemnify, defend, and hold harmless Partner Indemnitees from Losses arising from:

(a) Product defects, including claims under New Hampshire's products liability law (RSA 507-D);
(b) Third-party IP infringement or misappropriation by the Products;
(c) Supplier's breach of this Agreement;
(d) Supplier's negligence or willful misconduct;
(e) Supplier's violation of applicable law.

9.2 Partner's Indemnification. Partner shall indemnify, defend, and hold harmless Supplier Indemnitees from Losses arising from:

(a) Marketing, sale, or distribution in violation of this Agreement or law;
(b) Unauthorized product modifications;
(c) Misuse of Supplier's Marks or Confidential Information;
(d) Partner's breach of this Agreement;
(e) Partner's negligence or willful misconduct;
(f) Claims from Partner's rebranding not attributable to Supplier.

9.3 Indemnification Procedures.

(a) Prompt written Claim Notice (late notice does not relieve unless material prejudice results);
(b) The indemnifying Party may assume defense with counsel reasonably acceptable to the indemnified Party;
(c) Cooperation at the indemnifying Party's expense;
(d) No settlement without the indemnified Party's consent if it would impose obligations on or not fully release the indemnified Party.

9.4 Indemnification Caps.

☐ [____] times fees paid in the preceding twelve (12) months
☐ $[________________________________]
☐ No cap

The cap does not apply to: (i) IP infringement; (ii) personal injury or death; (iii) gross negligence or willful misconduct; or (iv) breach of confidentiality.

9.5 New Hampshire Comparative Fault. New Hampshire applies a modified comparative fault system under RSA 507:7-d. A claimant's recovery is diminished by the claimant's percentage of fault, and recovery is barred if the claimant is more than fifty percent (50%) at fault. The Parties acknowledge that indemnification obligations are subject to comparative fault allocation.

ARTICLE X: LIMITATION OF LIABILITY

10.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY NEW HAMPSHIRE LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, REGARDLESS OF THEORY, EVEN IF ADVISED OF THE POSSIBILITY.

10.2 Aggregate Liability Cap. EXCEPT AS IN SECTION 10.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED:

☐ Fees paid during the preceding twelve (12) months
☐ $[________________________________]
☐ Other: [________________________________]

10.3 Carve-Outs. Sections 10.1 and 10.2 do not apply to:

(a) Third-party indemnification under Article IX;
(b) Personal injury or death;
(c) Willful misconduct or fraud;
(d) Breach of Article VII (Confidentiality);
(e) IP infringement or misappropriation;
(f) Payment obligations under Article V.

10.4 New Hampshire Enforceability. New Hampshire courts generally enforce contractual limitations of liability that are the product of informed, arm's-length negotiations between commercial parties, provided they are not unconscionable or contrary to public policy. This Article X reflects the Parties' voluntary, informed allocation of risk.

10.5 Essential Purpose. The limitations herein are an essential element of the bargain, and pricing reflects this risk allocation.

ARTICLE XI: TERM AND TERMINATION

11.1 Initial Term. This Agreement commences on the Effective Date and continues for [____] years (the "Initial Term").

11.2 Renewal.

☐ Automatic renewal for successive [____]-year periods unless [____] days' notice of non-renewal
☐ No automatic renewal; requires written agreement

The Initial Term and Renewal Terms together constitute the "Term."

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

(a) Material breach and failure to cure within [____] days of written notice;
(b) Insolvency, bankruptcy filing, or receivership;
(c) Felony conviction or conduct causing public disrepute.

11.4 Termination for Convenience. Either Party may terminate without cause upon [____] days' written notice.

11.5 Effects of Termination.

(a) All licenses cease except per Section 11.6;
(b) Partner ceases marketing, sale, and distribution;
(c) Confidential Information returned/destroyed per Section 7.4;
(d) Property returned;
(e) Unpaid amounts become due;
(f) Partner ceases use of Supplier's Marks within [____] days.

11.6 Wind-Down Period. Partner has [____] days to sell through existing inventory, subject to:

(a) Continued compliance with quality and branding provisions;
(b) Payment of amounts due;
(c) No new orders.

11.7 Survival. Articles I, VI, VII, VIII (for Warranty Period), IX, X, XV, XVI, and provisions intended to survive by nature, shall survive termination.

ARTICLE XII: DATA PROTECTION AND PRIVACY

12.1 New Hampshire Data Privacy Act Compliance. To the extent either Party processes Personal Data of New Hampshire consumers under this Agreement, it shall comply with the New Hampshire Data Privacy Act (RSA 507-H), effective January 1, 2025, including:

(a) Limiting data collection to what is adequate, relevant, and reasonably necessary;
(b) Implementing and maintaining reasonable data security practices;
(c) Conducting data protection assessments for high-risk processing;
(d) Honoring consumer rights to access, correct, delete, and obtain copies of personal data, and to opt out of targeted advertising, sale of personal data, and profiling;
(e) Providing clear privacy notices;
(f) Ensuring that any violation constitutes an unfair or deceptive act or practice under RSA 358-A (the Consumer Protection Act).

12.2 Data Processing Agreement. If either Party processes Personal Data on behalf of the other, a Data Processing Agreement shall be executed (Exhibit E), addressing:

(a) Nature and purpose of processing;
(b) Types of Personal Data and data subject categories;
(c) Processing duration;
(d) Controller and processor obligations;
(e) Processing instructions;
(f) Sub-processor management;
(g) Security requirements;
(h) Audit rights.

12.3 Data Breach Notification. In the event of a security breach involving Personal Information, the affected Party shall:

(a) Comply with RSA 359-C:20, which requires:
- Any person doing business in New Hampshire that owns or licenses computerized data including Personal Information to promptly determine the likelihood that information has been or will be misused;
- If misuse has occurred or is reasonably likely (or a determination cannot be made), notice to affected individuals "as soon as possible";
- Written notice to the New Hampshire Attorney General and (if the breach affects more than 1,000 persons) to consumer reporting agencies;
- The notice must include: a description of the incident in general terms; the type of Personal Information involved; the general acts taken to protect the Personal Information from further security breach; a telephone number for further information; and advice to remain vigilant by reviewing account statements and monitoring credit reports;
(b) Notify the other Party within [____] hours of discovery;
(c) Cooperate in investigation and remediation;
(d) Maintain breach records.

12.4 Data Security Standards. Each Party shall maintain:

(a) Encryption in transit and at rest;
(b) Access controls and authentication;
(c) Regular security assessments;
(d) Employee data protection training;
(e) Incident response plans;
(f) Secure disposal procedures.

12.5 Cross-Border Transfers. If Personal Data is transferred outside the United States, adequate data protection safeguards must be in place.

ARTICLE XIII: INSURANCE

13.1 Required Coverage. During the Term and for [____] years thereafter, each Party shall maintain insurance with carriers rated "A-" or better by A.M. Best:

13.2 Additional Insured. Each Party names the other as additional insured on CGL and Product Liability policies.

13.3 Certificates of Insurance. Each Party provides certificates upon request and [____] days' notice of cancellation, change, or non-renewal.

13.4 No Limitation on Liability. Insurance does not limit liability under this Agreement.

ARTICLE XIV: COMPLIANCE AND REGULATORY

14.1 General Compliance. Each Party complies with all applicable laws, including:

(a) New Hampshire Consumer Protection Act (RSA 358-A);
(b) New Hampshire antitrust provisions;
(c) Federal antitrust laws (Sherman Act, Clayton Act, FTC Act);
(d) Applicable product safety and labeling regulations;
(e) New Hampshire environmental regulations where applicable.

14.2 Export Controls. Compliance with U.S. export control laws (EAR, ITAR). No export or re-export in violation of law.

14.3 Anti-Corruption. Compliance with anti-corruption laws, including the FCPA. No payments to government officials for improper influence.

14.4 New Hampshire-Specific Requirements.

(a) Foreign Business Registration: Entities not organized under New Hampshire law must register with the NH Secretary of State before transacting business in the state (RSA 293-A:15.01 for foreign corporations; RSA 304-C:121 for foreign LLCs);
(b) Business Profits Tax and Business Enterprise Tax: Entities doing business in New Hampshire are subject to the Business Profits Tax (RSA 77-A) on net business income and the Business Enterprise Tax (RSA 77-E) on the enterprise value tax base;
(c) Right to Know Law: RSA 91-A (New Hampshire's Right to Know law) may apply to certain governmental or quasi-governmental transactions.

14.5 Record Keeping. Complete records for [____] years after termination.

14.6 Regulatory Changes. Material regulatory changes shall be promptly communicated; the Parties shall negotiate amendments in good faith.

ARTICLE XV: DISPUTE RESOLUTION

15.1 Governing Law. This Agreement is governed by New Hampshire law without regard to conflicts of law principles.

15.2 Negotiation. Good faith negotiations for [____] days after written notice.

15.3 Mediation. If negotiation fails, mediation administered by:

☐ AAA
☐ JAMS
☐ New Hampshire Bar Association Dispute Resolution
☐ Other: [________________________________]

in [________________________________], New Hampshire.

15.4 Arbitration. If mediation fails within [____] days:

☐ Binding Arbitration by:
☐ AAA Commercial Arbitration Rules
☐ JAMS Comprehensive Arbitration Rules
☐ Other: [________________________________]

Conducted by [____] arbitrator(s) in [________________________________], New Hampshire. Arbitrator(s) apply New Hampshire law. Award is final and binding.

☐ Litigation per Section 15.5.

15.5 Jurisdiction and Venue. Exclusive jurisdiction and venue in:

☐ Hillsborough County Superior Court / U.S. District Court for the District of New Hampshire (Concord)
☐ Rockingham County Superior Court / U.S. District Court for the District of New Hampshire
☐ Merrimack County Superior Court
☐ Other: [________________________________], New Hampshire

15.6 Jury Waiver. EACH PARTY WAIVES THE RIGHT TO JURY TRIAL IN ACTIONS UNDER THIS AGREEMENT. This waiver is knowing, voluntary, and counseled.

15.7 Attorneys' Fees. The prevailing Party recovers reasonable attorneys' fees and costs. Additionally, the New Hampshire Consumer Protection Act (RSA 358-A:10) provides for the award of costs, including reasonable attorneys' fees, to a successful plaintiff in consumer protection actions.

15.8 Equitable Relief. Either Party may seek injunctive relief from any court to prevent irreparable harm without first exhausting negotiation, mediation, or arbitration.

ARTICLE XVI: GENERAL PROVISIONS

16.1 Force Majeure. Neither Party is liable for failure or delay (except payment) caused by events beyond reasonable control: acts of God; fire; flood; severe weather (including New Hampshire winter storms); earthquake; pandemic; war; terrorism; labor disputes; government action; supply chain disruption; utility failure. Prompt notice and mitigation required. If a Force Majeure Event continues more than [____] days, either Party may terminate.

16.2 Assignment. No assignment without consent, except: (a) to an Affiliate; or (b) in connection with a merger, acquisition, or sale of substantially all assets. Unauthorized assignments are void.

16.3 Notices. Written notices deemed given when: (a) delivered personally; (b) sent by overnight courier; (c) sent by certified mail, return receipt requested; or (d) emailed with receipt confirmation. Sent to preamble addresses or updated addresses.

16.4 Severability. Invalid provisions are modified to the minimum extent necessary or severed; the remainder remains in force.

16.5 Entire Agreement. This Agreement and Exhibits constitute the entire agreement, superseding all prior understandings.

16.6 Amendments. Amendments must be written and signed by both Parties.

16.7 Waiver. No failure or delay in exercising a right operates as a waiver.

16.8 Counterparts. Execution in counterparts; electronic signatures valid under the New Hampshire Uniform Electronic Transactions Act (RSA 294-E).

16.9 Independent Contractors. The Parties are independent contractors. No partnership, joint venture, agency, or employment relationship is created.

16.10 No Third-Party Beneficiaries. Only for the Parties and permitted successors and assigns.

16.11 Construction. No presumption against the drafting Party. Headings for convenience only.

16.12 Publicity. No press releases without consent, except as required by law.

16.13 New Hampshire Good Faith. New Hampshire recognizes an implied covenant of good faith and fair dealing in contractual relationships. The Parties agree to deal with each other in good faith in all matters arising under this Agreement.

SIGNATURE BLOCKS

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

SUPPLIER/MANUFACTURER:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Entity Name: [________________________________]

OEM/WHITE-LABEL PARTNER:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Entity Name: [________________________________]

WITNESS (if applicable):

Signature: [________________________________]

Printed Name: [________________________________]

Date: [__/__/____]

NOTARY ACKNOWLEDGMENT (if applicable):

State of New Hampshire
County of [________________________________]

On this [____] day of [________________________________], 20[____], before me personally appeared [________________________________], known to me (or proved on satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged execution in authorized capacity(ies).

WITNESS my hand and official seal.

Notary Public/Justice of the Peace: [________________________________]
My Commission Expires: [__/__/____]

EXHIBIT A: PRODUCT SPECIFICATIONS

A.1 Authorized Products

A.2 Quality Standards

A.3 Packaging Requirements

EXHIBIT B: PRICING SCHEDULE

B.1 Product Pricing

B.2 Royalty Schedule (if applicable)

B.3 Payment Terms Summary

EXHIBIT C: BRAND GUIDELINES

C.1 Supplier's Marks

C.2 Partner's Marks (for White-Label Products)

C.3 Branding Standards

• Logo placement: [________________________________]
• Color specifications: [________________________________]
• Font requirements: [________________________________]
• Minimum/maximum sizing: [________________________________]
• Prohibited uses: [________________________________]
• Co-branding guidelines (if applicable): [________________________________]

EXHIBIT D: TERRITORY MAP

D.1 Authorized Territory

☐ State of New Hampshire only
☐ New England Region (CT, ME, MA, NH, RI, VT)
☐ Northeast United States
☐ Nationwide (United States)
☐ International: [________________________________]
☐ Custom territory: [________________________________]

D.2 Territorial Restrictions

[________________________________]

EXHIBIT E: DATA PROCESSING AGREEMENT (DPA)

[To be attached if Parties process Personal Data on behalf of each other — see Article XII]

NEW HAMPSHIRE-SPECIFIC COMPLIANCE NOTES

1. New Hampshire Uniform Commercial Code (RSA Chapter 382-A)
This Agreement is subject to New Hampshire's UCC Article 2 (Sales). Implied warranties of merchantability (RSA 382-A:2-314) and fitness for a particular purpose (RSA 382-A:2-315) apply unless properly disclaimed under RSA 382-A:2-316. To exclude the implied warranty of merchantability, the exclusion must mention "merchantability" and be conspicuous if written. To exclude the implied warranty of fitness, the exclusion must be in writing and conspicuous.

2. New Hampshire Uniform Trade Secrets Act (RSA 350-B)
Provides injunctive relief (RSA 350-B:3), damages including exemplary damages up to twice actual damages for willful and malicious misappropriation plus reasonable attorneys' fees (RSA 350-B:4). The statute of limitations is three years (RSA 350-B:6). The Act displaces conflicting tort, restitutionary, and other civil remedies for misappropriation but does not affect contractual remedies, other civil remedies not based on misappropriation, or criminal remedies (RSA 350-B:7).

3. New Hampshire Data Privacy Act (RSA 507-H)
Effective January 1, 2025. Applies to persons conducting business in New Hampshire or producing products/services targeted to NH residents who process personal data of at least 35,000 consumers (excluding payment-only processing) or process personal data of at least 10,000 consumers and derive more than 25% of gross revenue from the sale of personal data. The New Hampshire Attorney General has exclusive enforcement authority. A violation constitutes an unfair or deceptive practice under RSA 358-A.

4. New Hampshire Data Breach Notification (RSA 359-C:19 et seq.)
Requires prompt determination of likelihood of misuse following discovery of a breach. If misuse has occurred, is reasonably likely, or cannot be determined, notification must be provided to affected individuals "as soon as possible." Written notice must also be provided to the NH Attorney General, and to consumer reporting agencies if more than 1,000 persons are affected. Notices must include: a general description of the incident, the type of Personal Information involved, steps taken to protect the information, a phone number, and advice to monitor accounts and credit.

5. New Hampshire Consumer Protection Act (RSA 358-A)
Broadly prohibits unfair or deceptive acts or practices in trade or commerce. Specific prohibited acts include: passing off goods as those of another; misrepresenting the source, approval, or certification of goods; representing goods as having characteristics they do not have; and using bait-and-switch tactics. Private right of action exists with potential treble damages plus attorneys' fees (RSA 358-A:10). The Attorney General may also bring enforcement actions (RSA 358-A:4).

6. New Hampshire Noncompete Law (RSA 275:70)
Requires disclosure of noncompete terms to employees before acceptance of an offer of employment. A noncompete not properly disclosed is unenforceable against the employee. RSA 275:70-a voids noncompetes for low-wage employees (200% or less of the federal minimum wage). Courts assess reasonableness based on scope, duration (six months to two years typically upheld), geographic limits, and whether the restriction protects legitimate business interests.

7. New Hampshire No Sales Tax / No Income Tax
New Hampshire has no general sales or use tax and no personal income tax (though interest and dividends income was previously taxed under RSA 77, this tax is being phased out). Businesses are subject to the Business Profits Tax (RSA 77-A, currently 7.5%) and the Business Enterprise Tax (RSA 77-E, currently 0.55%).

8. New Hampshire Interest Rate (RSA 336:1)
The legal rate of interest is ten percent (10%) per annum absent a contractual provision.

9. New Hampshire Products Liability (RSA 507-D)
Provides a cause of action for any person injured by a product against manufacturers, sellers, or suppliers. Includes strict liability for manufacturing defects and negligence standards for design defects and failure to warn.

10. Electronic Signatures (RSA 294-E)
New Hampshire has adopted the Uniform Electronic Transactions Act, providing that electronic signatures and records have the same legal effect as paper counterparts.

SOURCES AND REFERENCES

• New Hampshire RSA Chapter 382-A — Uniform Commercial Code: https://www.gencourt.state.nh.us/rsa/html/nhtoc/nhtoc-xxxi-382-a.htm
• RSA 350-B — Uniform Trade Secrets Act: https://law.justia.com/codes/new-hampshire/title-xxxi/chapter-350-b/
• RSA 350-B:1 — Definitions: https://law.justia.com/codes/new-hampshire/title-xxxi/chapter-350-b/section-350-b-1/
• RSA 359-C:20 — Data Breach Notification: https://law.justia.com/codes/new-hampshire/title-xxxi/chapter-359-c/section-359-c-20/
• RSA 358-A — Consumer Protection Act: https://www.gencourt.state.nh.us/rsa/html/nhtoc/nhtoc-xxxi-358-a.htm
• RSA 507-H — New Hampshire Data Privacy Act: https://www.doj.nh.gov/data-privacy-enforcement
• RSA 275:70 — Noncompete Agreements: https://law.justia.com/codes/new-hampshire/title-xxiii/chapter-275/section-275-70/
• RSA 275:70-a — Noncompete for Low-Wage Employees Prohibited: https://law.justia.com/codes/new-hampshire/title-xxiii/chapter-275/section-275-70-a/
• NH DOJ — Security Breach Notifications: https://www.doj.nh.gov/citizens/consumer-protection-antitrust-bureau/security-breach-notifications
• New Hampshire Data Privacy Law Overview (White & Case): https://www.whitecase.com/insight-alert/new-hampshire-enacts-comprehensive-data-privacy-law

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 New Hampshire before use. Laws and regulations are subject to change, and this document may not reflect the most current legal developments. Do not use this template without professional legal review.

Prepared for use on the ezel.ai platform.