OEM / White-Label Agreement

OEM / WHITE-LABEL AGREEMENT

STATE OF WYOMING

---

DOCUMENT HEADER

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

Supplier:
Name: ___________________________________ ("Supplier")
Address: ___________________________________
City, State, ZIP: ___________________________, WY ___________
Contact: ___________________________________
Email: ___________________________________

Reseller:
Name: ___________________________________ ("Reseller")
Address: ___________________________________
City, State, ZIP: ___________________________________
Contact: ___________________________________
Email: ___________________________________

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

---

RECITALS

WHEREAS, Supplier manufactures, develops, or provides certain products and/or services described herein;

WHEREAS, Reseller desires to obtain the right to rebrand, resell, and/or distribute Supplier's products and/or services under Reseller's brand name(s);

WHEREAS, the Parties desire to establish the terms and conditions under which Supplier will provide products and/or services to Reseller for white-label distribution;

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:

---

TABLE OF CONTENTS

1. Definitions
2. Appointment and License Grant
3. Products and Services
4. Branding and Trademarks
5. Ordering and Delivery
6. Pricing and Payment
7. Quality Standards and Specifications
8. Service Level Agreement
9. Intellectual Property
10. Confidentiality
11. Data Protection and Security
12. Representations and Warranties
13. Indemnification
14. Limitation of Liability
15. Insurance
16. Term and Termination
17. Effects of Termination
18. Exclusivity
19. Non-Compete and Non-Solicitation
20. Compliance with Laws
21. Dispute Resolution
22. Wyoming-Specific Provisions
23. General Provisions
24. Execution
25. Schedules and Exhibits

---

1. DEFINITIONS

"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 power.

"Branding Guidelines" means the specifications for use of Reseller's trademarks and branding elements on Products, as set forth in Schedule 3.

"Confidential Information" means any non-public information disclosed by one Party to the other, including but not limited to business plans, pricing, customer lists, technical data, product specifications, and trade secrets.

"Customer" means any third party that purchases or uses Products or Services through Reseller.

"Data Processing Addendum" or "DPA" means the data processing terms attached as Schedule 4.

"Deliverables" means all Products and Services provided by Supplier under this Agreement.

"Documentation" means all technical documentation, user manuals, specifications, and training materials related to the Products or Services.

"End User License Agreement" or "EULA" means the license agreement between Reseller and Customers governing use of the Products.

"Fees" means all amounts payable by Reseller to Supplier as set forth in Schedule 1.

"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other proprietary rights.

"Minimum Purchase Commitment" means the minimum quantity or value of Products that Reseller must purchase during each Contract Year, as specified in Schedule 1.

"OEM" or "Original Equipment Manufacturer" means Supplier's role in manufacturing or developing the underlying Products.

"Personal Data" means information relating to an identified or identifiable natural person, as defined by applicable data protection laws.

"Products" means the goods, software, or other items manufactured or provided by Supplier and listed in Schedule 2.

"Reseller Marks" means Reseller's trademarks, trade names, logos, and other branding elements to be applied to the Products.

"Services" means support, maintenance, hosting, or other services provided by Supplier as described in Schedule 2.

"Service Level Agreement" or "SLA" means the performance standards and metrics set forth in Schedule 2.

"Specifications" means the technical requirements, performance standards, and quality specifications for the Products as set forth in Schedule 2.

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

"Territory" means the geographic region(s) in which Reseller is authorized to distribute Products, as specified in Schedule 1.

"White-Label" means the arrangement whereby Products are rebranded with Reseller's Marks and sold to Customers without identifying Supplier as the source.

---

2. APPOINTMENT AND LICENSE GRANT

2.1 Appointment

Subject to the terms of this Agreement, Supplier hereby appoints Reseller, and Reseller accepts such appointment, as:

☐ Non-Exclusive Reseller within the Territory
☐ Exclusive Reseller within the Territory (see Section 18)
☐ Authorized Distributor within the Territory

2.2 License to Rebrand

Supplier grants Reseller a non-exclusive (or exclusive, if so designated), non-transferable license during the Term to:

• Rebrand the Products with Reseller's Marks in accordance with the Branding Guidelines
• Market, promote, sell, and distribute the rebranded Products to Customers in the Territory
• Sublicense Products to Customers under an EULA approved by Supplier

2.3 License to Supplier Marks

☐ Not Applicable - Supplier's identity shall remain confidential (pure white-label)
☐ Limited Use - Reseller may reference Supplier as "Powered by [Supplier]" per guidelines
☐ Full Co-Branding - Products shall bear both Reseller Marks and Supplier Marks

2.4 Reservation of Rights

Except for the licenses expressly granted herein, Supplier reserves all rights in and to the Products, Documentation, and Supplier's Intellectual Property. No implied licenses are granted.

2.5 Restrictions

Reseller shall not:

• Sell, distribute, or market Products outside the Territory without Supplier's prior written consent
• Modify, reverse engineer, decompile, or disassemble the Products (except as permitted by law)
• Remove, alter, or obscure any proprietary notices on Products (except for approved white-labeling)
• Use the Products or Supplier's technology to create competing products
• Sublicense rights except as expressly permitted in Section 2.2
• Make representations or warranties regarding the Products inconsistent with this Agreement

---

3. PRODUCTS AND SERVICES

3.1 Product Description

Supplier shall provide the Products and Services described in Schedule 2, which shall include:

• Detailed product/service descriptions
• Technical specifications
• Functionality and features
• Applicable platforms or compatibility requirements
• Packaging and delivery format

3.2 Updates and Enhancements

☐ Included - All updates, patches, and minor enhancements are included in the Fees
☐ Separate Pricing - Major version upgrades and new features are priced separately
☐ Hybrid - Maintenance updates included; new features available at additional cost

3.3 Documentation

Supplier shall provide Documentation sufficient for Reseller to market, sell, and support the Products. Documentation may be rebranded with Reseller's Marks in accordance with the Branding Guidelines.

3.4 Training

☐ Supplier shall provide initial training to Reseller's personnel as described in Schedule 2
☐ Additional training available at Supplier's then-current rates
☐ No training provided

3.5 Customization

☐ No customization - Products provided "as-is"
☐ Limited customization available as described in Schedule 2
☐ Full customization available - terms to be agreed in writing

---

4. BRANDING AND TRADEMARKS

4.1 White-Label Requirements

Reseller shall rebrand the Products exclusively with Reseller's Marks, and Supplier's identity as the source of the Products shall remain confidential unless otherwise agreed.

4.2 License to Reseller Marks

Reseller grants Supplier a limited, non-exclusive license to use Reseller's Marks solely for the purpose of applying such Marks to Products in accordance with the Branding Guidelines.

4.3 Branding Guidelines

All use of Reseller's Marks shall comply with the Branding Guidelines set forth in Schedule 3, which shall include:

• Approved logos and trademarks
• Color specifications and typography
• Packaging requirements
• Marketing material guidelines
• Quality standards for trademark use

4.4 Trademark Ownership

Each Party retains all rights in its respective trademarks. Neither Party acquires any ownership interest in the other Party's trademarks by virtue of this Agreement.

4.5 Quality Control

Reseller represents that the Products distributed under Reseller's Marks shall meet quality standards consistent with Reseller's brand reputation. Supplier shall ensure that Products meet the Specifications and quality standards set forth herein.

4.6 Trademark Infringement

Each Party shall promptly notify the other of any known or suspected infringement of the other Party's trademarks and shall cooperate in enforcement efforts.

---

5. ORDERING AND DELIVERY

5.1 Purchase Orders

Reseller shall submit purchase orders to Supplier specifying:

• Products and quantities ordered
• Requested delivery date
• Delivery address
• Special instructions (if any)

5.2 Order Acceptance

Supplier shall accept or reject purchase orders within [5] Business Days. Failure to respond constitutes acceptance. Supplier may reject orders that:

• Exceed Supplier's production capacity
• Conflict with existing commitments
• Do not conform to this Agreement

5.3 Lead Times

Standard lead time for Products is [X] days from order acceptance. Supplier shall notify Reseller promptly of any anticipated delays.

5.4 Delivery Terms

☐ FOB Supplier's Facility - Title and risk of loss pass upon delivery to carrier
☐ FOB Destination - Title and risk of loss pass upon delivery to Reseller's facility
☐ DDP (Delivered Duty Paid) - Supplier responsible for all costs and duties
☐ Other: ___________________________

Delivery shall be to: ___________________________

5.5 Inspection and Acceptance

Reseller shall inspect Products within [10] Business Days of receipt. Reseller shall notify Supplier in writing of any non-conformity within such period. Products not rejected within this period are deemed accepted.

5.6 Rejected Products

Supplier shall, at its option:

• Replace non-conforming Products at no additional cost
• Repair non-conforming Products
• Refund the purchase price for non-conforming Products

5.7 Forecasting

Reseller shall provide Supplier with rolling [quarterly / monthly] forecasts of anticipated Product orders. Forecasts are non-binding but shall be prepared in good faith.

---

6. PRICING AND PAYMENT

6.1 Pricing

Reseller shall pay Supplier the Fees set forth in Schedule 1 (Pricing Schedule), which shall include:

• Per-unit pricing for Products
• Service fees (if applicable)
• Volume discounts (if applicable)
• Minimum purchase commitments

6.2 Price Changes

Supplier may adjust pricing:
☐ Annually upon [60] days' prior written notice
☐ Upon material changes in Supplier's costs with [90] days' notice
☐ Not during the initial [___] year term

6.3 Invoicing

Supplier shall invoice Reseller:
☐ Upon shipment of Products
☐ Monthly in arrears for Services
☐ Upon order acceptance (prepayment required)
☐ Other: ___________________________

6.4 Payment Terms

Payment is due within [30] days of invoice date. Payments shall be made by:
☐ Wire transfer / ACH
☐ Check
☐ Credit card (subject to processing fee of [___]%)

6.5 Late Payments

Overdue amounts shall bear interest at the rate of [1.5]% per month or the maximum rate permitted by Wyoming law, whichever is less. Supplier may suspend deliveries if payment is more than [30] days overdue.

6.6 Taxes

All Fees are exclusive of taxes. Reseller is responsible for all sales, use, VAT, and similar taxes, excluding taxes based on Supplier's income.

Note: Wyoming has no state income tax and no state-level sales tax, though local jurisdictions may impose sales taxes.

6.7 Minimum Purchase Commitment

☐ Applicable - Reseller commits to purchase minimum amounts per Schedule 1
☐ Not Applicable - No minimum purchase commitment

If Reseller fails to meet the Minimum Purchase Commitment, Supplier may:

• Invoice Reseller for the shortfall
• Convert exclusive appointment to non-exclusive
• Terminate this Agreement

---

7. QUALITY STANDARDS AND SPECIFICATIONS

7.1 Specifications

Products shall conform to the Specifications set forth in Schedule 2. Supplier shall not make material changes to Specifications without Reseller's prior written consent.

7.2 Quality Assurance

Supplier shall maintain quality assurance processes that ensure Products:

• Meet all Specifications
• Comply with applicable laws and regulations
• Are free from defects in materials and workmanship
• Perform as described in Documentation

7.3 Quality Standards

☐ Supplier maintains ISO 9001 certification (or equivalent)
☐ Supplier shall comply with quality standards specified in Schedule 2
☐ No specific quality certification required

7.4 Testing

Supplier shall test all Products prior to delivery. Test results shall be available to Reseller upon request.

7.5 Audits

Reseller may, upon [30] days' prior notice and during normal business hours, audit Supplier's facilities and records to verify compliance with this Agreement. Audits shall not occur more than [once / twice] per year unless a prior audit revealed material non-compliance.

---

8. SERVICE LEVEL AGREEMENT

8.1 Applicability

This Section applies if Supplier provides hosted services, software-as-a-service, or ongoing support services.

8.2 Availability

Supplier commits to the following availability for hosted Services:

• Target Uptime: [99.9]% per calendar month (excluding scheduled maintenance)
• Scheduled Maintenance: With at least [24 / 48 / 72] hours' prior notice
• Maintenance Windows: [Specify - e.g., Sundays 2:00 AM - 6:00 AM MT]

8.3 Support Response Times

Severity Level	Description	Response Time	Resolution Target
Critical (1)	Service unavailable or major functionality impaired	[1] hour	[4] hours
High (2)	Significant functionality impaired; workaround unavailable	[4] hours	[24] hours
Medium (3)	Functionality impaired; workaround available	[8] hours	[72] hours
Low (4)	Minor issue or enhancement request	[24] hours	Best efforts

8.4 Service Credits

If Supplier fails to meet the Target Uptime, Reseller shall be entitled to service credits:

Monthly Uptime	Service Credit
99.0% - 99.9%	[5]% of monthly Fees
95.0% - 99.0%	[10]% of monthly Fees
Below 95.0%	[25]% of monthly Fees

Service credits are Reseller's sole remedy for failure to meet SLA commitments (except in cases of gross negligence or willful misconduct). Maximum monthly credit: [___]% of monthly Fees.

8.5 SLA Exclusions

SLA commitments do not apply to outages caused by:

• Force Majeure events
• Reseller's or Customers' actions or equipment
• Third-party services or internet connectivity outside Supplier's control
• Scheduled maintenance with proper notice

8.6 Reporting

Supplier shall provide monthly reports on:

• Uptime statistics
• Support ticket metrics
• Incident summaries
• Service credit calculations (if applicable)

---

9. INTELLECTUAL PROPERTY

9.1 Supplier IP

Supplier owns and retains all Intellectual Property Rights in:

• The Products (excluding Reseller's Marks)
• Documentation
• Underlying technology, software, and source code
• Any improvements, derivatives, or enhancements to the foregoing

9.2 Reseller IP

Reseller owns and retains all Intellectual Property Rights in:

• Reseller's Marks
• Customer lists and relationships
• Marketing materials created by Reseller (excluding Supplier's content)
• Reseller's proprietary technology (if any)

9.3 Custom Development

If Supplier creates custom features or modifications for Reseller:

☐ Supplier Owns - Supplier owns all custom development; Reseller receives license to use
☐ Reseller Owns - Reseller owns custom development created specifically for Reseller
☐ Joint Ownership - Parties jointly own custom development
☐ Work for Hire - Custom development is "work made for hire" owned by Reseller

9.4 Feedback

If Reseller provides suggestions, ideas, or feedback regarding the Products ("Feedback"), Reseller grants Supplier a perpetual, irrevocable, royalty-free license to use, incorporate, and commercialize such Feedback without restriction.

9.5 IP Infringement Claims

If the Products are alleged to infringe a third party's Intellectual Property Rights:

• Supplier shall defend, indemnify, and hold harmless Reseller per Section 13
• Supplier may, at its option: (a) procure the right for Reseller to continue using the Products; (b) modify the Products to be non-infringing; or (c) replace the Products with non-infringing alternatives
• If none of the above is commercially reasonable, Supplier may terminate the affected Product line and refund prepaid fees

---

10. CONFIDENTIALITY

10.1 Confidential Information

Each Party acknowledges that it may receive Confidential Information from the other Party. Confidential Information includes:

• Product specifications, designs, and source code
• Pricing and business terms
• Customer lists and data
• Marketing strategies and business plans
• Technical information and trade secrets
• This Agreement and its terms

10.2 Obligations

The receiving Party shall:

• Protect Confidential Information using at least the same degree of care used to protect its own confidential information, but not less than reasonable care
• Use Confidential Information only for purposes of this Agreement
• Limit disclosure to employees and contractors with a need to know who are bound by confidentiality obligations
• Not disclose Confidential Information to third parties without prior written consent

10.3 Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving Party
• Was known to the receiving Party prior to disclosure
• Is independently developed without use of Confidential Information
• Is rightfully obtained from a third party without restriction
• Is required to be disclosed by law (with prompt notice to the disclosing Party)

10.4 Wyoming Uniform Trade Secrets Act

The Parties acknowledge that certain Confidential Information may constitute trade secrets under the Wyoming Uniform Trade Secrets Act, Wyo. Stat. Ann. § 40-24-101 et seq. The Parties agree to protect such information accordingly, and the remedies provided therein are in addition to any remedies under this Agreement.

10.5 Return of Information

Upon termination or expiration of this Agreement, each Party shall return or destroy all Confidential Information of the other Party, except as required for legal or regulatory compliance.

10.6 Duration

Confidentiality obligations shall survive termination for [5] years, except for trade secrets, which shall be protected for as long as they remain trade secrets.

---

11. DATA PROTECTION AND SECURITY

11.1 Applicability

This Section applies to the extent Supplier processes Personal Data on behalf of Reseller or Customers.

11.2 Data Processing Addendum

The Parties shall execute the Data Processing Addendum attached as Schedule 4, which addresses:

• Roles of the Parties (controller/processor)
• Categories of Personal Data processed
• Processing purposes and instructions
• Security measures
• Sub-processor requirements
• Data subject rights
• International transfers
• Audit rights

11.3 Security Measures

Supplier shall implement and maintain appropriate technical and organizational measures to protect Personal Data, including:

• Encryption of data in transit and at rest
• Access controls and authentication
• Regular security assessments and penetration testing
• Employee training on data protection
• Incident response procedures

11.4 Security Certifications

☐ Supplier maintains SOC 2 Type II certification
☐ Supplier maintains ISO 27001 certification
☐ Supplier maintains [OTHER] certification
☐ No specific security certification required

11.5 Data Breach Notification

In the event of a security breach affecting Personal Data:

• Supplier shall notify Reseller within [24 / 48 / 72] hours of discovery
• Notification shall include the nature of the breach, categories of data affected, and remediation steps
• Supplier shall cooperate with Reseller in investigating and remediating the breach
• Supplier shall comply with Wyoming data breach notification requirements under Wyo. Stat. Ann. § 40-12-501 et seq.

11.6 Data Location

Personal Data shall be stored and processed:
☐ Only within the United States
☐ Within the United States and approved international locations
☐ Locations specified in Schedule 4

11.7 Customer Data Ownership

All Customer Data processed by Supplier on behalf of Reseller remains the property of Reseller or the applicable Customer. Supplier shall not use Customer Data except as necessary to provide the Services.

---

12. REPRESENTATIONS AND WARRANTIES

12.1 Mutual Representations

Each Party represents and warrants that:

• It is duly organized and validly existing under applicable law
• It has full power and authority to enter into this Agreement
• The execution and performance of this Agreement does not violate any other agreement
• It shall comply with all applicable laws in performing its obligations

12.2 Supplier Warranties

Supplier represents and warrants that:

12.2.1 Product Warranty. Products shall:

• Conform to the Specifications for [12 / 24 / 36] months from delivery
• Be free from material defects in materials and workmanship
• Perform substantially as described in the Documentation

12.2.2 Non-Infringement. To Supplier's knowledge, the Products do not infringe any third party's Intellectual Property Rights.

12.2.3 Compliance. Products comply with all applicable laws and regulations, including safety standards.

12.2.4 Authority. Supplier has all necessary rights to grant the licenses contemplated herein.

12.2.5 No Malicious Code. Products shall not contain any virus, malware, or other malicious code.

12.3 Reseller Warranties

Reseller represents and warrants that:

• Reseller has the right to use and license Reseller's Marks
• Reseller shall comply with all applicable laws in marketing and selling the Products
• Reseller shall not make unauthorized representations regarding the Products
• Reseller shall use commercially reasonable efforts to promote the Products

12.4 Warranty Remedies

For breach of Supplier warranties, Supplier shall, at its option:

• Repair or replace non-conforming Products
• Refund the purchase price paid for non-conforming Products
• For Services, re-perform the non-conforming Services

12.5 Warranty Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

---

13. INDEMNIFICATION

13.1 Supplier Indemnification

Supplier shall indemnify, defend, and hold harmless Reseller, its Affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from:

• Infringement of third-party Intellectual Property Rights by the Products
• Breach of Supplier's representations or warranties
• Supplier's gross negligence or willful misconduct
• Product defects causing personal injury or property damage
• Supplier's violation of applicable law

13.2 Reseller Indemnification

Reseller shall indemnify, defend, and hold harmless Supplier, its Affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from:

• Reseller's marketing, sale, or distribution of Products (except for claims covered by Supplier's indemnification)
• Breach of Reseller's representations or warranties
• Reseller's gross negligence or willful misconduct
• Infringement caused by Reseller's Marks or Reseller's modifications to Products
• Reseller's violation of applicable law

13.3 Indemnification Procedure

The indemnified Party shall:

• Provide prompt written notice of any claim
• Allow the indemnifying Party to control the defense and settlement
• Cooperate in the defense at the indemnifying Party's expense
• Not settle any claim without the indemnifying Party's consent

---

14. LIMITATION OF LIABILITY

14.1 Liability Cap

EXCEPT FOR (I) INDEMNIFICATION OBLIGATIONS, (II) BREACHES OF CONFIDENTIALITY, (III) INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR (IV) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED:

☐ The total Fees paid by Reseller during the [12] months preceding the claim
☐ $_______________
☐ [___] times the average monthly Fees

14.2 Exclusion of Consequential Damages

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.3 Exceptions

The limitations in this Section 14 shall not apply to:

• Indemnification obligations under Section 13
• Breaches of confidentiality obligations
• Infringement of Intellectual Property Rights
• Gross negligence or willful misconduct
• Amounts owed for Products delivered and Services rendered

14.4 Essential Basis

THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS IN THIS SECTION 14 REFLECT AN ALLOCATION OF RISK AND ARE AN ESSENTIAL BASIS OF THE BARGAIN.

---

15. INSURANCE

15.1 Required Coverage

Each Party shall maintain the following insurance coverage:

Coverage Type	Minimum Limits
Commercial General Liability	$[1,000,000] per occurrence / $[2,000,000] aggregate
Product Liability	$[2,000,000] per occurrence
Professional Liability / E&O	$[1,000,000] per claim
Cyber Liability (if applicable)	$[1,000,000] per claim
Workers' Compensation	As required by law

15.2 Additional Insureds

Upon request, each Party shall name the other Party as an additional insured on applicable policies and provide certificates of insurance.

15.3 Insurance Standards

All insurance shall be obtained from carriers with an A.M. Best rating of A- or better (or equivalent).

---

16. TERM AND TERMINATION

16.1 Initial Term

This Agreement shall commence on the Effective Date and continue for an initial term of [___] years (the "Initial Term").

16.2 Renewal

☐ Auto-Renewal: This Agreement shall automatically renew for successive [1] year terms unless either Party provides written notice of non-renewal at least [90] days prior to the end of the then-current term.
☐ No Auto-Renewal: This Agreement shall expire at the end of the Initial Term unless the Parties execute a renewal agreement.

16.3 Termination for Convenience

☐ Either Party may terminate this Agreement for convenience upon [90 / 180] days' prior written notice.
☐ Only Reseller may terminate for convenience upon [90] days' notice.
☐ Termination for convenience is not permitted during the Initial Term.

16.4 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if the other Party:

• Materially breaches this Agreement and fails to cure within [30] days after written notice
• Becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors
• Ceases to conduct business in the ordinary course
• Is acquired by a competitor of the terminating Party

16.5 Termination for Non-Performance

Supplier may terminate this Agreement if Reseller fails to meet the Minimum Purchase Commitment for [2] consecutive Contract Years.

---

17. EFFECTS OF TERMINATION

17.1 Wind-Down Period

Upon termination or expiration, Reseller may continue to sell existing inventory of Products for a period of [90] days (the "Wind-Down Period"), subject to the terms of this Agreement.

17.2 Outstanding Orders

Supplier shall fulfill all orders accepted prior to termination, and Reseller shall pay for such orders in accordance with the payment terms.

17.3 Return of Materials

Within [30] days after termination:

• Each Party shall return all Confidential Information of the other Party
• Reseller shall cease use of Supplier's Intellectual Property (except during Wind-Down Period)
• Supplier shall cease use of Reseller's Marks (except for existing inventory)

17.4 Customer Transition

Upon Reseller's request, Supplier shall provide reasonable assistance to transition Customers to Reseller's new supplier or to Supplier directly, at Supplier's then-current rates.

17.5 Data Return

Supplier shall, at Reseller's option:

• Return all Customer Data in a standard format
• Securely delete all Customer Data and certify such deletion

17.6 Survival

The following provisions shall survive termination: Sections 1 (Definitions), 9 (Intellectual Property), 10 (Confidentiality), 12.5 (Disclaimer), 13 (Indemnification), 14 (Limitation of Liability), 17 (Effects of Termination), 21 (Dispute Resolution), 22 (Wyoming-Specific Provisions), and 23 (General Provisions).

---

18. EXCLUSIVITY

18.1 Applicability

This Section applies only if Reseller is appointed as an exclusive reseller in Section 2.1.

18.2 Supplier Exclusivity

During the Term, Supplier shall not:

• Appoint any other reseller or distributor in the Territory for the Products
• Sell the Products directly to Customers in the Territory (except as otherwise agreed)

18.3 Conditions to Exclusivity

Exclusivity is conditioned upon Reseller:

• Meeting the Minimum Purchase Commitment
• Maintaining active marketing efforts in the Territory
• Complying with all material terms of this Agreement

18.4 Loss of Exclusivity

If Reseller fails to meet the conditions in Section 18.3, Supplier may, upon [30] days' notice:

• Convert Reseller's appointment from exclusive to non-exclusive; or
• Terminate this Agreement

---

19. NON-COMPETE AND NON-SOLICITATION

19.1 Non-Compete

During the Term and for [___] year(s) thereafter, Reseller shall not directly or indirectly develop, manufacture, market, or sell products that compete with the Products in the Territory.

☐ This Section 19.1 is included
☐ This Section 19.1 is not included

19.2 Non-Solicitation

During the Term and for [1] year thereafter, neither Party shall solicit or hire the other Party's employees who were involved in performing this Agreement, except through general public advertising.

19.3 Reasonableness

The Parties acknowledge that the restrictions in this Section 19 are reasonable and necessary to protect legitimate business interests.

---

20. COMPLIANCE WITH LAWS

20.1 General Compliance

Each Party shall comply with all applicable federal, state, and local laws, rules, and regulations in performing its obligations under this Agreement.

20.2 Export Controls

Reseller shall comply with all applicable export control laws and regulations, including the Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR). Reseller shall not export or re-export Products to prohibited countries, entities, or individuals.

20.3 Anti-Corruption

Each Party shall comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and UK Bribery Act. Neither Party shall offer, pay, or accept bribes or kickbacks.

20.4 Consumer Protection

Reseller shall comply with the Wyoming Consumer Protection Act, Wyo. Stat. Ann. § 40-12-101 et seq., and shall not engage in unfair or deceptive trade practices in connection with the marketing or sale of Products.

---

21. DISPUTE RESOLUTION

21.1 Negotiation

Any dispute arising out of this Agreement shall first be addressed through good faith negotiations between the Parties' executives for a period of [30] days.

21.2 Mediation

If the dispute is not resolved through negotiation, the Parties agree to submit the dispute to non-binding mediation before a mutually acceptable mediator in [Cheyenne / Casper], Wyoming.

21.3 Arbitration

☐ Arbitration Applies: If mediation is unsuccessful, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules.

Arbitration Terms:

• Location: [Cheyenne / Casper], Wyoming
• Number of Arbitrators: [1 / 3]
• Discovery: Limited discovery as permitted by the arbitrator
• Decision: Reasoned written decision within [30] days of hearing

☐ Litigation: If mediation is unsuccessful, disputes shall be resolved by litigation per Section 22.2.

21.4 Injunctive Relief

Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief from a court of competent jurisdiction to protect Intellectual Property Rights or Confidential Information, without posting bond.

21.5 Attorneys' Fees

In any dispute arising out of this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing Party.

---

22. WYOMING-SPECIFIC PROVISIONS

22.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

22.2 Venue and Jurisdiction

Subject to the arbitration provisions of Section 21.3, any legal action arising out of this Agreement shall be brought exclusively in the state or federal courts located in:
☐ Laramie County (Cheyenne), Wyoming
☐ Natrona County (Casper), Wyoming

Each Party consents to the personal jurisdiction of such courts and waives any objection to venue.

22.3 Jury Waiver

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

22.4 Wyoming Uniform Commercial Code

To the extent the Products include goods, this Agreement is governed by the Wyoming Uniform Commercial Code, Wyo. Stat. Ann. Title 34.1, including:

• Wyo. Stat. Ann. § 34.1-2-314 (Implied Warranty of Merchantability)
• Wyo. Stat. Ann. § 34.1-2-315 (Implied Warranty of Fitness for Particular Purpose)

Implied warranties are disclaimed to the extent permitted by Wyo. Stat. Ann. § 34.1-2-316.

22.5 Wyoming Uniform Trade Secrets Act

The Parties agree to protect each other's trade secrets in accordance with the Wyoming Uniform Trade Secrets Act, Wyo. Stat. Ann. § 40-24-101 et seq.

22.6 Data Breach Notification

Supplier shall comply with Wyoming's data breach notification requirements under Wyo. Stat. Ann. § 40-12-501 et seq., including notification to affected Wyoming residents without unreasonable delay.

22.7 Electronic Signatures

Electronic signatures are valid and enforceable pursuant to the Wyoming Uniform Electronic Transactions Act, Wyo. Stat. Ann. § 40-21-101 et seq.

22.8 Wyoming Tax Considerations

Wyoming does not impose a state income tax. Local jurisdictions may impose sales taxes. Reseller is responsible for determining and remitting applicable local taxes.

---

23. GENERAL PROVISIONS

23.1 Entire Agreement

This Agreement, including all Schedules and Exhibits, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements concerning the subject matter hereof.

23.2 Amendments

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

23.3 Waiver

No waiver of any provision or breach shall be effective unless in writing and signed by the waiving Party. No waiver shall constitute a waiver of any other provision or subsequent breach.

23.4 Severability

If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

23.5 Assignment

Neither Party may assign this Agreement without the other Party's prior written consent, except that either Party may assign to a successor in connection with a merger, acquisition, or sale of substantially all assets. Any attempted assignment in violation of this section is void.

23.6 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

23.7 Force Majeure

Neither Party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, pandemic, government actions, or natural disasters. The affected Party shall provide prompt notice and use reasonable efforts to mitigate.

23.8 Notices

All notices shall be in writing and delivered:

• In person (effective upon delivery)
• By certified mail, return receipt requested (effective 5 days after mailing)
• By nationally recognized overnight courier (effective the next Business Day)
• By email with confirmation (effective upon confirmation)

To Supplier: [ADDRESS]
To Reseller: [ADDRESS]

23.9 Counterparts

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

23.10 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the Parties and their permitted successors and assigns.

23.11 Publicity

Neither Party shall issue press releases or public announcements regarding this Agreement without the other Party's prior written consent, except as required by law.

---

24. EXECUTION

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

SUPPLIER:

Signature: ___________________________________
Printed Name: ___________________________________
Title: ___________________________________
Date: ___________________________________

RESELLER:

Signature: ___________________________________
Printed Name: ___________________________________
Title: ___________________________________
Date: ___________________________________

---

25. SCHEDULES AND EXHIBITS

☐ Schedule 1: Pricing and Commercial Terms

• Per-unit pricing
• Volume discounts
• Minimum purchase commitments
• Territory definition
• Payment terms

☐ Schedule 2: Products, Services, and Specifications

• Product descriptions
• Technical specifications
• Service descriptions
• Service Level Agreement details
• Update and enhancement policy
• Training requirements

☐ Schedule 3: Branding Guidelines

• Approved logos and trademarks
• Color specifications
• Typography requirements
• Packaging guidelines
• Marketing material standards
• Co-branding rules (if applicable)

☐ Schedule 4: Data Processing Addendum

• Data protection roles
• Processing purposes
• Security measures
• Sub-processor requirements
• International transfer mechanisms
• Audit rights

☐ Schedule 5: Approved Sub-Contractors (if applicable)

☐ Schedule 6: Insurance Certificates

---

This OEM / White-Label Agreement is drafted to comply with Wyoming law, including the Wyoming Uniform Commercial Code (Wyo. Stat. Ann. Title 34.1), Wyoming Uniform Trade Secrets Act (Wyo. Stat. Ann. § 40-24-101 et seq.), Wyoming Consumer Protection Act (Wyo. Stat. Ann. § 40-12-101 et seq.), Wyoming data breach notification requirements (Wyo. Stat. Ann. § 40-12-501 et seq.), and Wyoming Uniform Electronic Transactions Act (Wyo. Stat. Ann. § 40-21-101 et seq.).