OEM / White-Label Agreement (Wyoming)

OEM / WHITE-LABEL MASTER SUPPLY AGREEMENT

WYOMING

Use gate. Use this form only for a negotiated private-business supply
relationship involving identified goods manufactured, configured, packaged,
or labeled for the customer. Use a tailored agreement or addendum for
consumers, food, drugs, cosmetics, medical devices, vehicles, aircraft,
weapons, children's products, chemicals, public procurement, franchising,
consignment, seller financing, cross-border trade, regulated services, or any
product requiring government approval, registration, reporting, or recall.

1. Parties, Effective Date, and Deal Summary

Effective date: [DATE]

Supplier

• Legal name: [NAME]
• Entity type and jurisdiction: [DETAILS]
• Address: [ADDRESS]
• Order contact: [NAME / EMAIL]
• Quality and recall contact: [NAME / 24-HOUR CONTACT]
• Security and privacy contact: [NAME / CONTACT]

Brand Owner / Customer

• Legal name: [NAME]
• Entity type and jurisdiction: [DETAILS]
• Address: [ADDRESS]
• Order contact: [NAME / EMAIL]
• Quality and recall contact: [NAME / 24-HOUR CONTACT]
• Security and privacy contact: [NAME / CONTACT]

Each is a “Party”; together, the “Parties.”

Deal classification:

• ☐ Supplier-standard goods carrying Customer branding
• ☐ Goods modified to Customer specifications
• ☐ Customer-designed goods manufactured by Supplier
• ☐ Supplier-designed goods with exclusive Customer configuration
• ☐ Goods include software, firmware, connectivity, or digital services
• ☐ Customer owns or funds tooling, molds, dies, fixtures, or test equipment
• ☐ Supplier sources Customer-specified components or materials
• ☐ Territory, channel, customer, or field restrictions apply
• ☐ Minimum purchase or capacity reservation applies
• ☐ Goods or materials cross a national border

Required tailored addenda: [LIST]

2. Agreement Documents and Precedence

This Agreement includes each checked document:

• ☐ Schedule A — Goods, Specifications, and Approved Sources
• ☐ Schedule B — Branding, Packaging, Documentation, and Channels
• ☐ Schedule C — Orders, Forecasts, Volume, Capacity, and Price
• ☐ Schedule D — Manufacturing, Quality, Inspection, and Acceptance
• ☐ Schedule E — Warranty, Support, Product Events, and Recall
• ☐ Schedule F — Tooling, Intellectual Property, Software, and Data
• ☐ Schedule G — Compliance, Records, Security, and Audit
• ☐ Schedule H — Insurance, Indemnity, Liability, Termination, and Disputes
• ☐ Accepted Orders
• ☐ Signed change orders

Unless a signed document expressly identifies an override, conflicts are
resolved in this order:

1. signed regulated-product, financing, privacy, or cross-border addendum for
   its subject;

2. signed change order;

3. Schedules A through H for their subjects;
4. this Agreement;
5. an Accepted Order for fields this Agreement permits an Order to set; and
6. an incorporated quotation, drawing, or specification.

A portal term, clickwrap, invoice legend, packing slip, purchase-order term, or
order acknowledgment does not amend this Agreement unless authorized
representatives sign a writing identifying the change.

3. Definitions

“Accepted Order” means an Order accepted by the method selected in
Schedule C.

“Approved Materials” means components, ingredients, supplies, labels,
packages, and sources approved by version in Schedule A.

“Brand Materials” means Customer names, marks, artwork, labels, claims,
packaging, manuals, and other brand content identified in Schedule B.

“Customer Materials” means specifications, designs, data, software,
components, tools, and other materials Customer supplies or funds.

“Goods” means only the products, components, accessories, and included
items identified in Schedule A or an Accepted Order.

“Nonconformity” means failure to satisfy an objective requirement in an
Accepted Order, Schedule A, or Schedule D.

“Order” means Customer's written request containing the required Schedule C
fields.

“Product Event” means a complaint, suspected defect, safety concern,
counterfeit concern, security vulnerability, regulatory inquiry, adverse event,
field correction, withdrawal, or recall question classified under Schedule E.

“Specifications” means the signed technical, performance, quality,
packaging, labeling, and documentation requirements identified by version.

4. Appointment, Territory, and Channel

The relationship is:

• ☐ Nonexclusive

• ☐ Exclusive only for [GOODS / TERRITORY / CHANNEL / FIELD], subject to
  the performance conditions in Schedule C

• ☐ Reserved-customer or named-account arrangement

• ☐ Other: [DETAILS]

Customer may market and resell the Goods only in the Territory, channels,
fields, and customer classes stated in Schedule B. Schedule B shall identify
excluded locations, channels, customers, marketplaces, and uses.

Subdistributors and resellers:

• ☐ Not permitted
• ☐ Permitted only after Supplier's written approval
• ☐ Permitted for the approved list in Schedule B

Neither Party may bind the other, make an unauthorized representation for the
other, or describe the relationship as an agency, partnership, franchise, joint
venture, fiduciary relationship, or employment relationship.

5. Brand Licenses and Approval Control

Customer grants Supplier a limited license during the applicable production
and approved wind-down periods to reproduce and apply Brand Materials solely
to perform Accepted Orders.

Supplier grants Customer the limited rights, if any, identified in Schedule F
to use Supplier names, marks, documentation, images, or product content.

Schedule B shall state:

• exact Brand Materials and approved files;
• permitted Goods, packages, channels, territories, and languages;
• required trademark, origin, attribution, warning, and ownership notices;
• sample, proof, and production-run approval steps;
• who approves product claims, translations, instructions, and advertising;
• prohibited alterations and combinations;
• counterfeit, diversion, and marketplace monitoring duties; and
• correction and withdrawal procedures for unauthorized use.

All goodwill associated with a Party's marks belongs to that Party. No license
transfers ownership. Each Party shall stop the other's use when its applicable
license and approved wind-down period end.

6. Goods, Specifications, and Approved Sources

Schedule A shall identify for each Goods family:

• part, model, stock-keeping, or catalog number;

• description, bill of materials, composition, dimensions, tolerances, and
  performance criteria;

• approved drawings, master samples, formulae, recipes, and revision level;

• Approved Materials and permitted substitutes;
• required manufacturing locations and approved subcontractors;
• shelf life, storage, handling, environmental, and transport limits;
• software, firmware, keys, applications, manuals, accessories, and services;
• packaging, label, language, marking, serial, lot, and date-code requirements;
• country-of-origin and traceability records requested by the Parties;
• testing, inspection, release, and certificate requirements; and
• Customer Materials and Supplier materials used.

Only the version stated in an Accepted Order applies. Supplier shall not change
a controlled design, component, material, source, formula, site, process,
software version, label, package, test method, or approved subcontractor without
the approval process in Schedule A.

Before approval, the proposing Party shall state reasonably identifiable
effects on cost, inventory, work in process, tooling, qualification, quality,
delivery, warranty, support, security, compliance, and open Orders.

7. Orders, Forecasts, Minimums, and Capacity

7.1 Required Order Fields

Each Order shall state the Order number and date; Goods and Specification
version; quantity; unit price or schedule reference; requested delivery date or
window; destination; delivery-term reference; packaging and documentation;
Customer contact; and any permitted configuration.

7.2 Acceptance Method

Select one objective method:

• ☐ Signed or electronic order acknowledgment
• ☐ Beginning identified production after written notice
• ☐ Shipment
• ☐ Other: [METHOD]

Supplier shall accept, reject, or propose changes within [NUMBER] Business
Days. Silence is not acceptance unless Schedule C defines a specific silence
procedure and its operational controls.

7.3 Forecasts and Commitments

• Forecast horizon and frequency: [DETAILS]
• Nonbinding portion: [DETAILS]
• Binding window or tolerance: [DETAILS]
• Minimum order quantity: [DETAILS / NONE]
• Minimum purchase: [DETAILS / NONE]
• Reserved capacity: [DETAILS / NONE]
• Surge capacity: [DETAILS / NONE]
• Shortage-allocation method: [DETAILS]

An Order change or cancellation requires a writing addressing price, schedule,
inventory, work in process, noncancelable commitments, tooling, and obsolete
materials.

8. Price, Tax, Invoice, and Payment

Schedule C shall state prices, currency, volume tiers, rebates, included
charges, index or review mechanism, notice, cap, floor, and treatment of open
Orders.

Allocate separately:

• freight, fuel, packaging, pallets, insurance, duties, and brokerage;
• tooling, qualification, testing, inspection, and certificates;
• software, support, updates, hosting, and connectivity;
• expedited service and special handling; and
• taxes and supporting exemption or resale documents.

No tax classification, rate, exemption, sourcing conclusion, or gross-up is
part of this Agreement unless Schedule C identifies it after professional
review.

• Invoice event: [SHIPMENT / DELIVERY / ACCEPTANCE / OTHER]
• Payment period: [NUMBER] days after [EVENT]
• Required invoice support: [DETAILS]
• Invoice-dispute procedure: [DETAILS]
• Late charge: ☐ None ☐ Schedule C after rate review
• Setoff or withholding treatment: [DETAILS]

9. Manufacturing, Quality, and Audit

Supplier shall maintain the controls selected in Schedule D:

• ☐ incoming-material inspection
• ☐ in-process and final testing
• ☐ calibration and test-equipment controls
• ☐ lot, batch, date-code, serial, and source traceability
• ☐ certificate of analysis or conformity
• ☐ nonconformance, quarantine, and corrective-action process
• ☐ change notification and approval
• ☐ complaint and Product Event escalation
• ☐ subcontractor approval and monitoring
• ☐ record retention by record class

Customer access is limited to the scope, notice, hours, personnel, site-safety,
confidentiality, competitor, privilege, remediation, and cost rules in Schedule
G. An audit does not transfer Supplier's performance responsibility or waive a
Nonconformity.

10. Delivery, Title, and Risk

Schedule C and each Accepted Order shall identify shipment point, named place,
destination, carrier, freight responsibility, packaging, loading, unloading,
transit insurance, customs records, partial shipments, and early shipments.

A trade term applies only when the document states its named place, version,
and agreed variations.

Risk of physical loss or damage transfers at:

• ☐ carrier receipt at [PLACE]
• ☐ tender at destination [PLACE]
• ☐ completion of unloading
• ☐ acceptance
• ☐ other objective event: [EVENT]

Title transfers at:

• ☐ shipment
• ☐ delivery
• ☐ acceptance
• ☐ payment
• ☐ other: [EVENT]

Permitted liens or retained interests: [DETAILS / NONE]

Risk, title, payment, acceptance, warranty, and responsibility for breach are
separate issues unless the Parties expressly connect them.

11. Inspection, Acceptance, and Nonconformity

• Ordinary inspection period: [NUMBER] Business Days after [EVENT]
• Latent or destructive-test treatment: [DETAILS]
• Sampling plan and tolerances: [DETAILS]
• Acceptance method: [WRITTEN / TEST / OTHER]

A rejection notice shall identify the Order, affected units, lot or serial
information, Specification requirement, observed result, and supporting
evidence.

Available responses are those selected in Schedule D:

• ☐ reject affected units
• ☐ accept with signed price or remedy adjustment
• ☐ sort, repair, rework, replace, or retest
• ☐ refund or credit
• ☐ other: [DETAILS]

Schedule D allocates preservation, segregation, storage, freight, return,
destruction, rework, cure, retest, and root-cause work.

12. Warranty, Support, and Product Events

Schedule E shall state each express warranty, duration, start event, claimant,
conditions, exclusions, response time, remedy, return authorization, freight,
labor, field-service, and pass-through treatment.

Do not use a generic “merchantable” or “fit for purpose” label as a substitute
for objective Specifications and a counsel-reviewed warranty allocation.

Support matrix:

For a Product Event, Schedule E assigns immediate safety action, evidence
preservation, complaint intake, investigation, root cause, customer contact,
government contact, correction, withdrawal, recall assessment, public
statement, cost allocation, insurance notice, and closure approval.

Neither Party may make an external admission or safety representation for the
other, but this coordination rule does not delay urgent protective action or a
mandatory report identified by the responsible advisor.

13. Tooling, Intellectual Property, Software, and Data

Schedule F shall identify, item by item:

• background designs, know-how, marks, software, data, and documentation;
• Customer Materials and Supplier materials;

• tooling owner, funding, location, marking, maintenance, access, insurance,
  replacement, lien treatment, and return;

• development deliverables, acceptance, ownership, licenses, and source files;

• improvements, derivatives, feedback, and manufacturing know-how;

• embedded and third-party software, open-source components, updates, keys,
  security support, and end-of-life treatment;

• data categories, systems, roles, purposes, locations, retention, deletion,
  subprocessors, incidents, and return; and

• transition rights if supply ends.

No work-made-for-hire, assignment, further license, sublicense, source-code,
data-use, or improvement right is implied. State every intended right.

14. Confidential Information

Confidential Information is nonpublic information disclosed for the
relationship that is marked confidential or reasonably understood as
confidential from its nature and context.

The recipient shall use it only for this relationship, protect it using the
selected Schedule G controls, limit access to persons with a need to know and
appropriate duties, and report suspected unauthorized access promptly.

Exclusions, compelled-disclosure procedure, residual-knowledge treatment,
return or deletion, backup treatment, certification, and duration are stated
in Schedule G. Trade-secret treatment is selected separately from the fixed
period for other confidential information.

15. Compliance, Security, and Records

Schedule G shall assign responsibility for each applicable product, facility,
labor, environmental, packaging, labeling, advertising, import, export,
sanctions, anti-corruption, accessibility, privacy, cybersecurity, records,
registration, testing, certification, notification, and reporting requirement.

For each requirement, identify:

A statement that a Party “complies with all laws” does not allocate ambiguous,
overlapping, product-specific, or customer-facing duties. Complete the matrix.

16. Insurance, Indemnity, and Liability

Schedule H states:

• required coverage, limits, deductibles, endorsements, evidence, and notice;

• each covered claim, claimant, protected person, trigger, exclusion, and
  allocation standard;

• defense control, counsel, consent, cooperation, settlement, and conflicts;

• direct-damages treatment and any excluded categories;
• any cap base, amount, period, aggregation, and exceptions;

• warranty, recall, data, IP, confidentiality, indemnity, fraud, misconduct,
  unpaid fees, and bodily-injury treatment; and

• interaction with insurance and available remedies.

Do not retain a “fees paid in twelve months” cap merely because it appeared in
the seed. Select the cap only after modeling Goods value, inventory, tooling,
recall, injury, IP, data, downtime, insurance, and bargaining position.

17. Term, Suspension, Termination, and Exit

• Initial term: [DETAILS]
• Renewal: [DETAILS]
• Nonrenewal notice: [DETAILS]
• Convenience termination: [DETAILS / NONE]
• Material-breach notice and cure: [DETAILS]
• Insolvency or illegality response: [DETAILS]
• Minimum-performance exit: [DETAILS / NONE]
• Safety, security, or compliance suspension: [DETAILS]

Schedule H addresses open Orders, work in process, finished inventory,
Customer Materials, tooling, last-time buys, support, warranty, Product Events,
sell-off, brand removal, data, confidential information, transition help,
payment, accrued claims, and survival.

No sell-off right is implied. State its goods, channels, territory, duration,
quality, warranty, support, pricing, reporting, and brand conditions.

18. Disputes and General Terms

Schedule H selects after counsel review:

• governing law and mandatory-law exceptions;
• forum, venue, service contact, and consent;
• executive negotiation and any mediation;
• litigation or a separately signed arbitration addendum;
• provisional-relief handling;
• jury treatment, if any;
• fee and cost allocation;
• limitation periods or notice provisions, if any; and
• confidentiality and public-statement rules.

General terms:

• Amendments: signed writing identifying the change.
• Assignment and change of control: [DETAILS].

• Notices: recipients, addresses, permitted methods, and effective events in
  Schedule H.

• Force majeure: covered events, notice, mitigation, allocation, capacity,
  payment, long-stop, and termination treatment in Schedule H.

• Entire agreement: this Agreement and checked documents.

• Waiver: a waiver addresses only the identified instance.
• Severability and reformation: subject to counsel-approved wording.

• Counterparts and electronic process: permitted only after authentication,
  authority, consent, retention, and transaction-form review.

• No third-party beneficiary: [SELECT / MODIFY].

19. Signatures

The Parties sign through authorized representatives.

Supplier

Signature: ______________________________

Name: [NAME]

Title: [TITLE]

Date: [DATE]

Customer

Signature: ______________________________

Name: [NAME]

Title: [TITLE]

Date: [DATE]

Schedule Completion Gate

• Goods and Specification versions complete: ☐ Yes ☐ No
• Brand ownership, files, claims, approvals, and channels complete: ☐ Yes ☐ No
• Order formation, forecasts, minimums, capacity, and price complete: ☐ Yes ☐ No
• Manufacturing, quality, change, inspection, and acceptance complete: ☐ Yes ☐ No
• Warranty, support, complaint, correction, and recall process complete: ☐ Yes ☐ No
• Tooling, IP, software, security, and data rights complete: ☐ Yes ☐ No
• Compliance matrix, records, security, and audit complete: ☐ Yes ☐ No
• Insurance, indemnity, liability, term, exit, and disputes complete: ☐ Yes ☐ No
• Product, tax, regulatory, insurance, technical, and legal reviews complete: ☐ Yes ☐ No

Sources and References

No statutory proposition is asserted in this private B2B form. The Parties'
advisors must identify and insert current official legal, regulatory, product,
tax, customs, safety, privacy, cybersecurity, and industry sources in the
applicable schedules after the Goods, parties, territories, channels, data,
software, and operational model are known.