OEM / White-Label Agreement

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OEM / WHITE-LABEL AGREEMENT

STATE OF OKLAHOMA

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

BY AND BETWEEN:

MANUFACTURER:
Name: [________________________________]
Address: [________________________________]
City: [________________________________] State: [____] ZIP: [__________]
Phone: [________________________________]
Email: [________________________________]
Oklahoma Entity Registration No.: [________________________________]
("Manufacturer")

AND

RESELLER/DISTRIBUTOR:
Name: [________________________________]
Address: [________________________________]
City: [________________________________] State: [____] ZIP: [__________]
Phone: [________________________________]
Email: [________________________________]
Oklahoma Entity Registration No.: [________________________________]
("Reseller")

(Manufacturer and Reseller are individually referred to as a "Party" and collectively as the "Parties")

RECITALS

WHEREAS, Manufacturer is engaged in the business of designing, developing, and manufacturing certain products as described herein;

WHEREAS, Reseller desires to purchase such products from Manufacturer for resale under Reseller's own brand name, trademarks, and trade dress pursuant to a white-label or OEM arrangement;

WHEREAS, Manufacturer is willing to manufacture and supply such products to Reseller upon the terms and conditions set forth in this Agreement;

WHEREAS, the Parties intend this Agreement to be governed by the laws of the State of Oklahoma, including the Oklahoma Uniform Commercial Code (12A O.S.) and Oklahoma contract law (15 O.S.);

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged pursuant to 15 O.S. Section 106, the Parties agree as follows:

ARTICLE 1: DEFINITIONS

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 more than fifty percent (50%) of the voting securities or equivalent voting interest.

1.2 "Confidential Information" means all non-public information disclosed by one Party to the other, whether orally, in writing, or by inspection, including but not limited to trade secrets, business plans, customer lists, pricing information, technical data, product specifications, manufacturing processes, and financial information, protected under the Oklahoma Uniform Trade Secrets Act (78 O.S. Section 85 et seq.).

1.3 "Defective Product" means any Product that fails to conform to the Specifications, contains a manufacturing defect, design defect, or inadequate warnings as contemplated under Oklahoma product liability law.

1.4 "Delivery Date" means the date on which Products are to be delivered to Reseller as specified in each Purchase Order or as otherwise agreed by the Parties.

1.5 "Intellectual Property" or "IP" means all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade dress, copyrights, trade secrets, know-how, inventions, designs, domain names, and all other intellectual property rights, whether registered or unregistered.

1.6 "Manufacturer's IP" means all Intellectual Property owned by or licensed to Manufacturer prior to or independent of this Agreement, including manufacturing processes, techniques, and proprietary technology.

1.7 "Minimum Order Quantity" or "MOQ" means the minimum number of units of Product that must be ordered by Reseller in each Purchase Order as specified in Schedule A.

1.8 "Net Sales" means the gross revenue received by Reseller from the sale of Products, less returns, allowances, shipping costs, and applicable taxes.

1.9 "OEM Products" means products manufactured by Manufacturer according to Reseller's specifications and bearing Reseller's branding for original equipment manufacturer purposes.

1.10 "Private Label" or "White-Label Products" means products manufactured by Manufacturer according to Specifications and branded with Reseller's trademarks and trade dress for resale by Reseller.

1.11 "Products" means the goods described in Schedule A, including both OEM Products and White-Label Products, to be manufactured by Manufacturer and sold to Reseller under this Agreement.

1.12 "Purchase Order" means Reseller's written order for Products submitted to Manufacturer in accordance with Article 4.

1.13 "Quality Standards" means the quality specifications, testing protocols, and acceptance criteria set forth in Schedule B.

1.14 "Reseller's IP" means all Intellectual Property owned by or licensed to Reseller, including trademarks, trade names, logos, trade dress, and branding elements to be applied to the Products.

1.15 "Specifications" means the detailed product specifications, including materials, dimensions, functionality, performance criteria, and packaging requirements, as set forth in Schedule A.

1.16 "Territory" means: [________________________________]

1.17 "Unit Price" means the price per unit of Product as set forth in Schedule C.

ARTICLE 2: GRANT OF RIGHTS

2.1 Manufacturing Rights. Subject to the terms and conditions of this Agreement, Reseller hereby grants to Manufacturer a non-exclusive, non-transferable license during the Term to use Reseller's IP solely for the purpose of manufacturing, labeling, and packaging the Products for sale to Reseller.

2.2 Distribution Rights. Subject to the terms and conditions of this Agreement, Manufacturer hereby grants to Reseller the following rights during the Term:

☐ Exclusive Rights: Exclusive right to purchase, market, distribute, and sell the Products within the Territory. Manufacturer shall not sell Products bearing Reseller's branding to any other party within the Territory.

☐ Non-Exclusive Rights: Non-exclusive right to purchase, market, distribute, and sell the Products within the Territory. Manufacturer may sell similar products to other parties.

2.3 Sublicensing. Reseller:

☐ May sublicense distribution rights to Affiliates with prior written consent of Manufacturer

☐ May not sublicense any rights granted under this Agreement

2.4 Reservation of Rights. Except for the rights expressly granted herein, each Party retains all right, title, and interest in and to its respective Intellectual Property. Nothing in this Agreement shall be construed as granting either Party any ownership interest in the other Party's Intellectual Property.

2.5 No Implied Licenses. No license or right is granted to either Party by implication, estoppel, or otherwise, except as expressly set forth in this Agreement.

ARTICLE 3: PRODUCT SPECIFICATIONS AND QUALITY STANDARDS

3.1 Specifications. Manufacturer shall manufacture the Products in strict accordance with the Specifications set forth in Schedule A. Any changes to Specifications require mutual written agreement of the Parties.

3.2 Quality Standards. Manufacturer shall:

(a) Manufacture all Products in compliance with the Quality Standards set forth in Schedule B;

(b) Maintain a quality management system that meets or exceeds the following standards:
☐ ISO 9001:2015
☐ ISO 13485 (Medical Devices)
☐ ISO 22000 (Food Safety)
☐ GMP (Good Manufacturing Practices)
☐ Other: [________________________________]

(d) Maintain complete and accurate records of all quality control testing for a minimum of [____] years;

(e) Permit Reseller or its designated representatives to inspect Manufacturer's facilities and quality control records upon reasonable advance notice during normal business hours.

3.3 Raw Materials and Components. Manufacturer shall:

(a) Use only materials and components that meet the specifications set forth in Schedule A;

(b) Source materials only from approved suppliers listed in Schedule D or as otherwise approved in writing by Reseller;

(d) Promptly notify Reseller of any changes to material suppliers or component sources.

3.4 Product Testing.

(a) Manufacturer shall conduct all testing required by Schedule B prior to shipment of Products;

(b) Manufacturer shall provide Reseller with certificates of analysis or test reports for each shipment upon request;

3.5 Non-Conforming Products. Products that fail to meet Specifications or Quality Standards shall be handled as follows:

(a) Reseller shall notify Manufacturer in writing within [____] days of discovery of non-conformance;

(b) Manufacturer shall, at Reseller's option: (i) replace non-conforming Products at no charge; (ii) repair non-conforming Products at no charge; or (iii) refund the purchase price for non-conforming Products;

3.6 Regulatory Compliance. Manufacturer warrants that all Products shall comply with all applicable federal, state, and local laws, regulations, and standards, including but not limited to:

☐ FDA regulations (21 CFR)
☐ CPSC regulations
☐ FTC labeling requirements
☐ Oklahoma consumer protection laws (15 O.S. Section 751 et seq.)
☐ Environmental regulations
☐ Other: [________________________________]

ARTICLE 4: ORDERING AND DELIVERY

4.1 Purchase Orders. Reseller shall submit Purchase Orders to Manufacturer containing:

(a) Product description and SKU numbers;
(b) Quantity ordered (not less than MOQ);
(c) Requested Delivery Date;
(d) Shipping address and instructions;
(e) Any special requirements or instructions.

4.2 Order Acceptance. Manufacturer shall accept or reject each Purchase Order within [____] business days of receipt. Failure to respond within such period shall constitute acceptance. Manufacturer may reject a Purchase Order only for:

(a) Failure to meet MOQ requirements;
(b) Reseller's failure to cure a material breach of this Agreement;
(c) Reseller's outstanding overdue invoices exceeding [____] days;
(d) Force majeure events preventing manufacture.

4.3 Minimum Order Quantity.

(a) Initial Order MOQ: [____] units
(b) Subsequent Order MOQ: [____] units
(c) MOQ per SKU: [____] units

4.4 Lead Time. Standard lead time from acceptance of Purchase Order to shipment shall be [____] days/weeks, unless otherwise agreed in writing.

4.5 Delivery Terms.

☐ FOB Origin (Manufacturer's facility): [________________________________]
☐ FOB Destination: [________________________________]
☐ Other Incoterms 2020: [________________________________]

4.6 Title and Risk of Loss. Title to and risk of loss for Products shall pass to Reseller:

☐ Upon delivery to carrier at Manufacturer's facility
☐ Upon delivery to Reseller's designated location
☐ Other: [________________________________]

4.7 Shipping and Insurance.

(a) Shipping costs shall be borne by: ☐ Manufacturer ☐ Reseller
(b) Insurance costs shall be borne by: ☐ Manufacturer ☐ Reseller
(c) Manufacturer shall insure all shipments for full replacement value unless otherwise directed by Reseller.

4.8 Delivery Schedule Compliance. Manufacturer shall use commercially reasonable efforts to meet all Delivery Dates. If Manufacturer anticipates a delay, it shall promptly notify Reseller and provide a revised delivery schedule.

4.9 Late Delivery Remedies. For deliveries more than [____] days late:

☐ Reseller may cancel the affected Purchase Order without penalty
☐ Manufacturer shall pay liquidated damages of [____]% of the affected order value per week of delay, up to a maximum of [____]%
☐ Other: [________________________________]

ARTICLE 5: INTELLECTUAL PROPERTY OWNERSHIP

5.1 Manufacturer's Pre-Existing IP. Manufacturer retains all right, title, and interest in Manufacturer's IP, including all manufacturing processes, techniques, know-how, and proprietary technology used in manufacturing the Products.

5.2 Reseller's Pre-Existing IP. Reseller retains all right, title, and interest in Reseller's IP, including all trademarks, trade names, logos, and branding elements applied to the Products.

5.3 Product Designs and Specifications.

(a) Designs and specifications developed by Reseller prior to this Agreement shall remain Reseller's property;

(b) Designs and specifications developed solely by Manufacturer shall remain Manufacturer's property;

(c) Designs and specifications jointly developed by the Parties shall be:
☐ Owned jointly by both Parties
☐ Owned by Reseller with a license to Manufacturer
☐ Owned by Manufacturer with a license to Reseller
☐ As specified in Schedule E

5.4 Custom Tooling and Molds.

(a) Custom tooling, molds, dies, and equipment created specifically for manufacturing Products under this Agreement shall be owned by:
☐ Reseller
☐ Manufacturer
☐ As specified in Schedule E

(b) If owned by Reseller, Manufacturer shall maintain such tooling in good condition and return it to Reseller upon termination of this Agreement;

5.5 Improvements and Modifications.

(a) Improvements to Manufacturer's pre-existing IP made during the Term shall be owned by Manufacturer;

(b) Improvements to Reseller's pre-existing IP made during the Term shall be owned by Reseller;

5.6 IP Infringement.

(a) Each Party shall promptly notify the other of any actual or suspected infringement of the other Party's IP;

(b) Manufacturer shall defend, indemnify, and hold harmless Reseller against any claims that Manufacturer's IP or manufacturing processes infringe any third party's intellectual property rights;

(c) Reseller shall defend, indemnify, and hold harmless Manufacturer against any claims that Reseller's IP or branding infringes any third party's intellectual property rights.

ARTICLE 6: BRANDING AND TRADEMARK REQUIREMENTS

6.1 Trademark License. Reseller grants to Manufacturer a limited, non-exclusive, non-transferable license to use Reseller's trademarks, trade names, logos, and trade dress solely for:

(a) Labeling and packaging Products pursuant to this Agreement;
(b) Including Reseller's branding on Products as specified in Schedule F;
(c) No other purpose without Reseller's prior written consent.

6.2 Trademark Guidelines. Manufacturer shall:

(a) Use Reseller's trademarks only in the form and manner specified in Schedule F and any trademark usage guidelines provided by Reseller;

(b) Not alter, modify, or distort Reseller's trademarks in any way;

(d) Include all trademark notices, symbols, and attributions required by Reseller;

(e) Submit all proposed uses of Reseller's trademarks to Reseller for approval prior to use.

6.3 Labeling Requirements. All Products shall be labeled in accordance with:

(a) Reseller's labeling specifications set forth in Schedule F;
(b) All applicable federal, state, and local labeling laws and regulations;
(c) Country of origin requirements;
(d) Any industry-specific labeling requirements.

6.4 No Manufacturer Identification. Unless otherwise agreed in writing, Products shall not bear any identification of Manufacturer, including:

(a) Manufacturer's name, logo, or trademarks;
(b) Manufacturer's contact information;
(c) Any indication that Manufacturer produced the Products.

6.5 Quality Association. Manufacturer acknowledges that the quality of Products will directly affect the reputation and goodwill associated with Reseller's trademarks and agrees to maintain quality standards sufficient to protect such reputation and goodwill.

6.6 Trademark Protection. Manufacturer shall:

(a) Not apply to register any trademark confusingly similar to Reseller's trademarks;
(b) Not challenge Reseller's ownership of its trademarks;
(c) Cooperate with Reseller in protecting Reseller's trademarks from infringement;
(d) Execute any documents reasonably requested by Reseller to protect Reseller's trademark rights.

6.7 Oklahoma Trademark Registration. If applicable, Reseller may register its trademarks with the Oklahoma Secretary of State pursuant to 78 O.S. Section 21 et seq. Manufacturer acknowledges Reseller's exclusive rights to use such registered trademarks within the State of Oklahoma.

ARTICLE 7: PRICING AND PAYMENT

7.1 Unit Prices. Reseller shall pay Manufacturer the Unit Prices set forth in Schedule C for all Products ordered.

7.2 Price Adjustments.

(a) Unit Prices shall remain fixed for the first [____] months following the Effective Date;

(b) Thereafter, Manufacturer may propose price adjustments no more than once per [____] months by providing [____] days' written notice;

(d) Reseller may terminate this Agreement upon [____] days' notice if it does not accept a proposed price increase.

7.3 Volume Discounts. Reseller shall receive the following volume discounts:

Annual Volume (Units)	Discount
[________________________________]	[____]%
[________________________________]	[____]%
[________________________________]	[____]%
[________________________________]	[____]%

7.4 Payment Terms.

(a) Payment terms: Net [____] days from invoice date
(b) Payment method: ☐ Wire transfer ☐ ACH ☐ Check ☐ Other: [________________]
(c) Currency: United States Dollars (USD)

7.5 Invoicing. Manufacturer shall invoice Reseller upon shipment of Products. Each invoice shall include:

(a) Invoice number and date;
(b) Purchase Order reference number;
(c) Description and quantity of Products shipped;
(d) Unit Price and total amount due;
(e) Applicable taxes;
(f) Payment instructions.

7.6 Late Payment. Overdue amounts shall bear interest at the lesser of: (a) one and one-half percent (1.5%) per month; or (b) the maximum rate permitted under Oklahoma law.

7.7 Taxes. Reseller shall be responsible for all sales, use, excise, and other taxes imposed on the sale of Products, excluding taxes based on Manufacturer's income.

7.8 Disputed Invoices. If Reseller disputes any portion of an invoice in good faith, Reseller shall:

(a) Pay the undisputed portion when due;
(b) Provide written notice of the dispute within [____] days of invoice date;
(c) Work with Manufacturer in good faith to resolve the dispute.

ARTICLE 8: MINIMUM PURCHASE COMMITMENTS

8.1 Annual Minimum Commitment. Reseller commits to purchase the following minimum quantities during each Contract Year:

Contract Year	Minimum Units	Minimum Value (USD)
Year 1	[________________________________]	$[________________]
Year 2	[________________________________]	$[________________]
Year 3	[________________________________]	$[________________]
Year 4	[________________________________]	$[________________]
Year 5	[________________________________]	$[________________]

8.2 Quarterly Milestones. The annual minimum commitment shall be allocated across quarters as follows:

Quarter	Percentage of Annual Minimum
Q1	[____]%
Q2	[____]%
Q3	[____]%
Q4	[____]%

8.3 Shortfall Consequences. If Reseller fails to meet its minimum purchase commitment:

☐ Reseller shall pay Manufacturer [____]% of the shortfall amount as liquidated damages
☐ Manufacturer may convert Reseller's exclusive rights to non-exclusive
☐ Manufacturer may terminate this Agreement upon [____] days' notice
☐ Other: [________________________________]

8.4 Carryover Credits. Purchases exceeding the minimum commitment in any Contract Year:

☐ May be applied to the following year's commitment up to [____]%
☐ Shall not carry over to subsequent years

8.5 Force Majeure Relief. Minimum purchase commitments may be reduced proportionally for periods affected by Force Majeure events as defined in Article 15.

8.6 Forecasting. Reseller shall provide Manufacturer with:

(a) Rolling [____]-month forecasts, updated monthly;
(b) Annual forecasts for the upcoming Contract Year by [________________________________] of each year;
(c) Forecasts are non-binding but shall be used for capacity planning purposes.

ARTICLE 9: WARRANTIES

9.1 Product Warranties. Manufacturer warrants to Reseller that all Products shall:

(a) Conform to the Specifications set forth in Schedule A;
(b) Be free from defects in materials and workmanship;
(c) Be manufactured in accordance with the Quality Standards set forth in Schedule B;
(d) Be fit for the ordinary purposes for which such goods are used pursuant to 12A O.S. Section 2-314;
(e) Be fit for the particular purpose known to Manufacturer if Reseller has relied on Manufacturer's skill and judgment pursuant to 12A O.S. Section 2-315;
(f) Comply with all applicable laws, regulations, and industry standards;
(g) Not infringe any third party's intellectual property rights.

9.2 Warranty Period. The warranty period shall be [____] months from the date of:

☐ Shipment from Manufacturer's facility
☐ Receipt by Reseller
☐ Sale to end customer by Reseller
☐ Other: [________________________________]

9.3 Extended Warranty. Manufacturer agrees to support Reseller's extended warranty program to end customers as follows:

(a) Extended warranty period: [____] months beyond standard warranty
(b) Manufacturer's cost share: [____]%
(c) Terms as specified in Schedule G

9.4 Warranty Remedies. For Products that fail to conform to warranties during the Warranty Period, Manufacturer shall, at Reseller's option:

(a) Repair or replace defective Products at no charge;
(b) Refund the purchase price paid for defective Products;
(c) Reimburse Reseller for reasonable costs incurred in addressing warranty claims from end customers.

9.5 Manufacturer's Additional Warranties. Manufacturer further warrants that:

(a) It has full power and authority to enter into this Agreement;
(b) The execution and performance of this Agreement does not conflict with any other agreement to which Manufacturer is a party;
(c) It maintains all licenses and permits necessary to manufacture and sell the Products;
(d) It shall comply with all applicable employment, environmental, and safety laws in manufacturing the Products.

9.6 Reseller's Warranties. Reseller warrants that:

(a) It has full power and authority to enter into this Agreement;
(b) It owns or has the right to license the Reseller's IP for use as contemplated herein;
(c) Reseller's IP does not infringe any third party's intellectual property rights;
(d) It shall comply with all applicable laws in marketing and selling the Products.

9.7 Disclaimer of Other Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, MANUFACTURER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY 12A O.S. SECTION 2-316 AND APPLICABLE LAW.

ARTICLE 10: INDEMNIFICATION

10.1 Manufacturer's Indemnification. Manufacturer shall defend, indemnify, and hold harmless Reseller and its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, "Reseller Indemnitees") from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or relating to:

(a) Any breach of Manufacturer's representations, warranties, or obligations under this Agreement;
(b) Any defect in the design, manufacture, or materials of the Products;
(c) Any claim that Manufacturer's IP or manufacturing processes infringe a third party's intellectual property rights;
(d) Manufacturer's negligence, willful misconduct, or violation of applicable law;
(e) Any product recall initiated due to Manufacturer's acts or omissions;
(f) Any personal injury, death, or property damage caused by defective Products.

10.2 Reseller's Indemnification. Reseller shall defend, indemnify, and hold harmless Manufacturer and its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, "Manufacturer Indemnitees") from and against any and all Losses arising out of or relating to:

(a) Any breach of Reseller's representations, warranties, or obligations under this Agreement;
(b) Any claim that Reseller's IP infringes a third party's intellectual property rights;
(c) Reseller's marketing, sale, or distribution of Products, except to the extent caused by Manufacturer's breach;
(d) Reseller's negligence, willful misconduct, or violation of applicable law;
(e) Any modifications made to Products by Reseller after delivery.

10.3 Oklahoma Anti-Indemnity Provisions. The Parties acknowledge that under Oklahoma law (15 O.S. Section 221), certain indemnification provisions may be void and unenforceable. To the extent any indemnification provision in this Agreement requires a Party to indemnify the other for Losses arising out of the indemnitee's own negligence or fault, such provision shall be limited to indemnification for Losses arising out of the indemnitor's proportionate share of negligence or fault.

10.4 Manufacturer's Duty to Indemnify Seller. Pursuant to 12 O.S. Section 832.1, Manufacturer acknowledges its statutory duty to indemnify and hold harmless Reseller against loss arising out of product liability actions, except for losses caused by Reseller's negligence, intentional misconduct, or other acts for which Reseller is independently liable.

10.5 Indemnification Procedures.

(a) The indemnified Party shall promptly notify the indemnifying Party in writing of any claim for which indemnification is sought;
(b) The indemnifying Party shall have the right to assume control of the defense with counsel of its choosing;
(c) The indemnified Party shall cooperate fully with the indemnifying Party in the defense;
(d) The indemnified Party shall not settle any claim without the indemnifying Party's prior written consent;
(e) The indemnifying Party shall not settle any claim that imposes any obligation on the indemnified Party without the indemnified Party's prior written consent.

ARTICLE 11: PRODUCT LIABILITY

11.1 Product Liability Allocation. The Parties agree to allocate product liability responsibilities as follows:

(a) Manufacturer shall be primarily responsible for claims arising from manufacturing defects, design defects (if Manufacturer designed the Product), and failure to include adequate warnings;

(b) Reseller shall be primarily responsible for claims arising from Reseller's modifications to Products, improper storage or handling, and marketing claims not approved by Manufacturer;

11.2 Product Liability Insurance. Each Party shall maintain product liability insurance as follows:

Manufacturer:

General Liability: $[________________________________] per occurrence / $[________________________________] aggregate
Product Liability: $[________________________________] per occurrence / $[________________________________] aggregate
Umbrella/Excess: $[________________________________]

Reseller:

General Liability: $[________________________________] per occurrence / $[________________________________] aggregate
Product Liability: $[________________________________] per occurrence / $[________________________________] aggregate
Umbrella/Excess: $[________________________________]

11.3 Insurance Requirements.

(a) All policies shall be written by insurers with an A.M. Best rating of at least A- VII;
(b) Each Party shall name the other as an additional insured on its product liability policy;
(c) Each Party shall provide certificates of insurance upon request;
(d) Each Party shall provide [____] days' notice of cancellation or material change to coverage.

11.4 Product Recalls. In the event of a product recall:

(a) The Party first learning of a potential safety issue shall immediately notify the other;
(b) The Parties shall cooperate to determine whether a recall is necessary;
(c) The Party responsible for the condition giving rise to the recall shall bear the costs of the recall;
(d) If both Parties are responsible, costs shall be allocated based on proportionate fault;
(e) Recall costs include: retrieval, replacement, refund, notification, regulatory compliance, and public relations.

11.5 Cooperation in Litigation. Each Party shall:

(a) Preserve all documents and evidence relating to any product liability claim;
(b) Cooperate fully in the defense of any claim;
(c) Provide access to personnel for witness interviews and testimony;
(d) Not make any admission of liability without the other Party's consent.

ARTICLE 12: EXCLUSIVITY

12.1 Exclusivity Grant. (Select one)

☐ Exclusive Arrangement:

(a) Manufacturer grants Reseller the exclusive right to purchase, market, distribute, and sell the Products within the Territory during the Term;

(b) Manufacturer shall not sell Products to any other party for distribution within the Territory;

(d) Exclusivity is conditioned upon Reseller meeting the Minimum Purchase Commitments set forth in Article 8.

☐ Non-Exclusive Arrangement:

(a) The rights granted to Reseller under this Agreement are non-exclusive;

(b) Manufacturer may sell Products or similar products to other parties within the Territory;

12.2 Exclusivity Conditions. If exclusive rights are granted, such exclusivity is subject to:

(a) Reseller achieving at least [____]% of the Minimum Purchase Commitment each Contract Year;
(b) Reseller maintaining active marketing efforts throughout the Territory;
(c) Reseller not being in material breach of this Agreement;
(d) Other: [________________________________]

12.3 Loss of Exclusivity. If Reseller fails to meet exclusivity conditions:

(a) Manufacturer shall provide written notice specifying the deficiency;
(b) Reseller shall have [____] days to cure the deficiency;
(c) If uncured, exclusive rights shall automatically convert to non-exclusive;
(d) All other terms of this Agreement shall remain in effect.

12.4 Reseller Non-Compete.

OKLAHOMA DRAFTER'S WARNING: Oklahoma law (15 O.S. § 219A) generally renders non-competition agreements void and unenforceable. The only post-contractual restraint Oklahoma courts consistently uphold is a restriction on the solicitation of the "established customers" of the former principal. Any broader non-compete covenant selected below is likely unenforceable in Oklahoma. Counsel should review the specific facts before relying on any non-compete provision.

☐ During the Term and for [____] months thereafter, Reseller shall not sell products directly competitive with the Products that are manufactured by a competitor of Manufacturer. [LIKELY UNENFORCEABLE IN OKLAHOMA — see 15 O.S. § 219A]

☐ During the Term and for [____] months thereafter, Reseller shall not directly solicit established customers of Manufacturer for the purpose of selling products directly competitive with the Products. (This narrower solicitation restriction may be enforceable under 15 O.S. § 219A.)

☐ No non-compete restriction applies to Reseller.

12.5 Manufacturer Non-Compete.

☐ During the Term and for [____] months thereafter, Manufacturer shall not manufacture substantially similar products for sale under the brand of any competitor of Reseller within the Territory. [LIKELY UNENFORCEABLE IN OKLAHOMA — see 15 O.S. § 219A]

☐ During the Term and for [____] months thereafter, Manufacturer shall not directly solicit established customers of Reseller for the purpose of selling substantially similar products. (This narrower solicitation restriction may be enforceable under 15 O.S. § 219A.)

☐ No non-compete restriction applies to Manufacturer.

ARTICLE 13: TERM AND TERMINATION

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

13.2 Renewal.

☐ Automatic Renewal: This Agreement shall automatically renew for successive [____]-year terms unless either Party provides written notice of non-renewal at least [____] days prior to the end of the then-current term.

☐ Manual Renewal: This Agreement shall not renew automatically. The Parties may agree in writing to renew this Agreement on mutually acceptable terms.

13.3 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 after written notice thereof;
(b) The other Party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors;
(c) The other Party ceases to do business in the ordinary course;
(d) The other Party is convicted of a crime involving moral turpitude or fraud.

13.4 Termination for Convenience.

☐ Either Party may terminate this Agreement for convenience upon [____] days' prior written notice.

☐ Neither Party may terminate this Agreement for convenience during the Initial Term.

13.5 Termination by Manufacturer. Manufacturer may terminate this Agreement upon [____] days' written notice if:

(a) Reseller fails to meet Minimum Purchase Commitments for [____] consecutive quarters;
(b) Reseller's actions damage Manufacturer's reputation or goodwill;
(c) Reseller fails to pay invoices when due for [____] consecutive months.

13.6 Termination by Reseller. Reseller may terminate this Agreement upon [____] days' written notice if:

(a) Manufacturer fails to deliver conforming Products for [____] consecutive orders;
(b) Product quality consistently fails to meet Quality Standards;
(c) Manufacturer's actions damage Reseller's reputation or goodwill.

13.7 Effects of Termination. Upon termination or expiration:

(a) All rights and licenses granted hereunder shall terminate, except as provided in Section 13.8;
(b) Reseller shall pay all outstanding amounts owed to Manufacturer within [____] days;
(c) Manufacturer shall fulfill all accepted Purchase Orders at the agreed prices;
(d) Manufacturer shall return or destroy all Reseller's Confidential Information and IP;
(e) Reseller shall return or destroy all Manufacturer's Confidential Information;
(f) Manufacturer shall deliver all Reseller-owned tooling, molds, and equipment.

13.8 Sell-Off Period. Following termination or expiration, Reseller may sell its existing inventory of Products for a period of [____] days, subject to all terms of this Agreement.

13.9 Survival. The following provisions shall survive termination or expiration: Article 1 (Definitions), Article 5 (IP Ownership), Article 9 (Warranties) for Products delivered prior to termination, Article 10 (Indemnification), Article 11 (Product Liability), Article 14 (Confidentiality), Article 16 (Limitation of Liability), Article 17 (Dispute Resolution), and Article 18 (General Provisions).

ARTICLE 14: CONFIDENTIALITY

14.1 Confidential Information. Each Party acknowledges that it may receive Confidential Information of the other Party during the Term. Confidential Information shall be protected under the Oklahoma Uniform Trade Secrets Act (78 O.S. Section 85 et seq.) to the extent it qualifies as a trade secret.

14.2 Obligations. The receiving Party shall:

(a) Maintain the confidentiality of the disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;
(b) Not disclose Confidential Information to any third party without the disclosing Party's prior written consent;
(c) Use Confidential Information only for purposes of performing this Agreement;
(d) Limit access to Confidential Information to employees and agents with a need to know;
(e) Ensure that employees and agents are bound by confidentiality obligations at least as protective as those herein.

14.3 Exclusions. Confidential Information does not include information that:

(a) Was publicly known at the time of disclosure;
(b) Becomes publicly known through no fault of the receiving Party;
(c) Was rightfully in the receiving Party's possession prior to disclosure;
(d) Is independently developed by the receiving Party without use of Confidential Information;
(e) Is rightfully obtained from a third party without restriction on disclosure.

14.4 Required Disclosures. The receiving Party may disclose Confidential Information if required by law, regulation, or court order, provided that the receiving Party:

(a) Provides prompt notice to the disclosing Party (if legally permitted);
(b) Cooperates with the disclosing Party's efforts to obtain protective treatment;
(c) Discloses only the minimum information required.

14.5 Duration. Confidentiality obligations shall continue for [____] years after termination or expiration of this Agreement, or indefinitely for trade secrets.

14.6 Return of Information. Upon termination or upon request, each Party shall promptly return or destroy all Confidential Information of the other Party and certify such return or destruction in writing.

ARTICLE 15: FORCE MAJEURE

15.1 Definition. "Force Majeure Event" means any event beyond the reasonable control of the affected Party, including but not limited to: acts of God, natural disasters, war, terrorism, riots, civil unrest, government actions, embargoes, epidemics, pandemics, labor disputes, supply chain disruptions, power failures, and telecommunications failures.

15.2 Effect. A Party shall not be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by a Force Majeure Event.

15.3 Notice. The affected Party shall:

(a) Provide prompt written notice of the Force Majeure Event;
(b) Describe the nature of the event and its expected duration;
(c) Use reasonable efforts to mitigate the effects and resume performance;
(d) Provide regular updates on the status of the Force Majeure Event.

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

ARTICLE 16: LIMITATION OF LIABILITY

16.1 Exclusion of Consequential Damages. EXCEPT FOR BREACHES OF CONFIDENTIALITY, IP INFRINGEMENT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Cap on Liability. EXCEPT FOR BREACHES OF CONFIDENTIALITY, IP INFRINGEMENT, INDEMNIFICATION OBLIGATIONS, OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED:

☐ The total amounts paid or payable by Reseller to Manufacturer in the [____] months preceding the claim.

☐ $[________________________________]

☐ Other: [________________________________]

16.3 Essential Purpose. THE LIMITATIONS IN THIS ARTICLE SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

16.4 Acknowledgment. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS IN THIS ARTICLE REFLECT A REASONABLE ALLOCATION OF RISK AND ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

ARTICLE 17: DISPUTE RESOLUTION AND GOVERNING LAW

17.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma, including the Oklahoma Uniform Commercial Code (12A O.S.) and Oklahoma contract law (15 O.S.), without regard to conflicts of law principles.

17.2 Negotiation. The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation between senior representatives of each Party.

17.3 Mediation. If negotiation fails to resolve a dispute within [____] days, the Parties shall submit the dispute to mediation before a mutually agreed mediator in [________________________________], Oklahoma.

17.4 Dispute Resolution Method. (Select one)

☐ Litigation:

(a) Any dispute not resolved through negotiation and mediation shall be resolved by litigation in the state or federal courts located in [________________________________] County, Oklahoma;

(b) Each Party consents to the exclusive jurisdiction and venue of such courts;

☐ Binding Arbitration:

(a) Any dispute not resolved through negotiation and mediation shall be resolved by binding arbitration administered by [________________________________];

(b) Arbitration shall take place in [________________________________], Oklahoma;

(c) The arbitration shall be conducted by [____] arbitrator(s) selected in accordance with the rules of the administering organization;

(d) The arbitrator(s) shall have expertise in commercial contracts and manufacturing;

(e) The arbitration award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction;

(f) The arbitrator(s) shall not have authority to award punitive or exemplary damages.

17.5 Jury Waiver. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

17.6 Prevailing Party. The prevailing Party in any dispute shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.

17.7 Injunctive Relief. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including protection of Confidential Information or Intellectual Property rights.

17.8 Continuation of Performance. Unless otherwise agreed, the Parties shall continue to perform their obligations under this Agreement during the pendency of any dispute.

ARTICLE 18: GENERAL PROVISIONS

18.1 Entire Agreement. This Agreement, including all Schedules and Exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

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

18.3 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. No failure or delay in exercising any right shall constitute a waiver thereof.

18.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties' intent.

18.5 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to an Affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets. Any purported assignment in violation of this Section shall be void.

18.6 Notices. All notices under this Agreement shall be in writing and shall be deemed given when:

(a) Delivered personally;
(b) Sent by certified mail, return receipt requested, postage prepaid;
(c) Sent by nationally recognized overnight courier; or
(d) Sent by email with confirmation of receipt.

Notices shall be sent to the addresses set forth on page one or to such other address as a Party may designate in writing.

18.7 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

18.8 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing herein shall create any third-party beneficiary rights.

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 instrument.

18.10 Electronic Signatures. Electronic signatures shall be valid and binding pursuant to the Oklahoma Uniform Electronic Transactions Act (12A O.S. Section 15-101 et seq.) and the federal Electronic Signatures in Global and National Commerce Act (E-SIGN).

18.11 Construction. This Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision pursuant to 15 O.S. Section 152.

18.12 Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement.

18.13 Time is of the Essence. Time is of the essence with respect to all deadlines and time periods set forth in this Agreement.

18.14 Further Assurances. Each Party shall execute such further documents and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement.

18.15 Compliance with Laws. Each Party shall comply with all applicable federal, state, and local laws and regulations in performing its obligations under this Agreement, including Oklahoma consumer protection laws (15 O.S. Section 751 et seq.).

ARTICLE 19: SIGNATURES

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

MANUFACTURER:

Entity Name: [________________________________]

Signature: ________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

RESELLER:

Entity Name: [________________________________]

Signature: ________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

SCHEDULE A: PRODUCT SPECIFICATIONS

A.1 Product Description

SKU	Product Name	Description
[________________________________]	[________________________________]	[________________________________]
[________________________________]	[________________________________]	[________________________________]
[________________________________]	[________________________________]	[________________________________]
[________________________________]	[________________________________]	[________________________________]

A.2 Detailed Specifications

Product 1:

SKU: [________________________________]
Dimensions: [________________________________]
Weight: [________________________________]
Materials: [________________________________]
Color/Finish: [________________________________]
Performance Specifications: [________________________________]

Product 2:

SKU: [________________________________]
Dimensions: [________________________________]
Weight: [________________________________]
Materials: [________________________________]
Color/Finish: [________________________________]
Performance Specifications: [________________________________]

A.3 Packaging Requirements

☐ Individual retail packaging
☐ Bulk packaging
☐ Custom packaging per Reseller specifications

Packaging Specifications:
[________________________________]
[________________________________]
[________________________________]

A.4 Minimum Order Quantities

SKU	Minimum Order Quantity	Lead Time
[________________________________]	[____] units	[____] days
[________________________________]	[____] units	[____] days
[________________________________]	[____] units	[____] days

SCHEDULE B: QUALITY STANDARDS

B.1 Quality Management System

Manufacturer shall maintain a quality management system certified to: [________________________________]

B.2 Incoming Material Inspection

☐ 100% inspection
☐ Statistical sampling per AQL [____]
☐ Certificate of conformance required from suppliers

B.3 In-Process Quality Controls

[________________________________]
[________________________________]
[________________________________]

B.4 Final Product Testing

Test	Specification	Frequency
[________________________________]	[________________________________]	[________________________________]
[________________________________]	[________________________________]	[________________________________]
[________________________________]	[________________________________]	[________________________________]

B.5 Acceptance Criteria

Acceptable Quality Level (AQL): [____]

Critical Defects: [____]% maximum
Major Defects: [____]% maximum
Minor Defects: [____]% maximum

B.6 Documentation Requirements

☐ Certificate of Analysis (COA) per batch
☐ Certificate of Conformance (COC) per shipment
☐ Test reports upon request
☐ Traceability records maintained for [____] years

SCHEDULE C: PRICING

C.1 Unit Prices

SKU	Product Name	Unit Price (USD)
[________________________________]	[________________________________]	$[________________]
[________________________________]	[________________________________]	$[________________]
[________________________________]	[________________________________]	$[________________]
[________________________________]	[________________________________]	$[________________]

C.2 Volume Pricing Tiers

Annual Volume	Discount
[________________________________] units	[____]%
[________________________________] units	[____]%
[________________________________] units	[____]%

C.3 Tooling and Setup Fees

Item	One-Time Fee
Tooling/Molds	$[________________]
Setup/Engineering	$[________________]
Sample Development	$[________________]
Other: [________________]	$[________________]

C.4 Price Adjustment Terms

Fixed price period: [____] months from Effective Date
Maximum annual increase: [____]%
Notice period for price changes: [____] days

SCHEDULE D: APPROVED SUPPLIERS

Material/Component	Approved Supplier(s)
[________________________________]	[________________________________]
[________________________________]	[________________________________]
[________________________________]	[________________________________]
[________________________________]	[________________________________]

SCHEDULE E: INTELLECTUAL PROPERTY ALLOCATION

E.1 Pre-Existing IP

Manufacturer's Pre-Existing IP:
[________________________________]
[________________________________]

Reseller's Pre-Existing IP:
[________________________________]
[________________________________]

E.2 Jointly Developed IP

Description: [________________________________]

Ownership: ☐ Joint ☐ Reseller ☐ Manufacturer

License Terms: [________________________________]

E.3 Custom Tooling Ownership

☐ Tooling owned by Reseller
☐ Tooling owned by Manufacturer
☐ Tooling costs shared: Reseller [____]% / Manufacturer [____]%

SCHEDULE F: BRANDING AND LABELING REQUIREMENTS

F.1 Trademark Usage

Reseller's Trademarks to be applied:

Primary Logo: [________________________________]
Secondary Marks: [________________________________]
Trade Dress: [________________________________]

F.2 Logo Specifications

Minimum Size: [________________________________]
Color Requirements: [________________________________]
Placement: [________________________________]

F.3 Required Label Information

☐ Product name
☐ SKU/Model number
☐ Reseller contact information
☐ Country of origin
☐ UPC/Barcode
☐ Safety warnings
☐ Regulatory compliance marks
☐ Other: [________________________________]

F.4 Prohibited Information

☐ No Manufacturer identification
☐ No reference to manufacturing location
☐ Other restrictions: [________________________________]

SCHEDULE G: WARRANTY PROGRAM

G.1 Standard Warranty

Warranty Period: [____] months
Coverage: [________________________________]
Exclusions: [________________________________]

G.2 Extended Warranty Support

Extended Period: [____] additional months
Manufacturer Cost Share: [____]%
Process: [________________________________]

ACKNOWLEDGMENT OF SCHEDULES

The Parties acknowledge that Schedules A through G are incorporated into and made a part of the OEM / White-Label Agreement.

MANUFACTURER:

Signature: ________________________________________
Date: [__/__/____]

RESELLER:

Signature: ________________________________________
Date: [__/__/____]

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Last updated: April 2026

OEM / White-Label Agreement