Louisiana Reseller/Channel Partner Agreement

LOUISIANA RESELLER/CHANNEL PARTNER AGREEMENT

AGREEMENT NUMBER: [________________________________]

EFFECTIVE DATE: [__/__/____]

PARTIES TO THIS AGREEMENT

COMPANY (Principal):
Name: [________________________________]
Louisiana Entity Type: ☐ Corporation ☐ LLC ☐ Partnership ☐ Sole Proprietorship
State of Formation: [________________________________]
Principal Business Address: [________________________________]
City: [________________________________] State: [____] ZIP: [__________]
Phone: [________________________________]
Email: [________________________________]
Louisiana Secretary of State Registration Number: [________________________________]
Federal Tax ID (EIN): [________________________________]

RESELLER (Channel Partner):
Name: [________________________________]
Louisiana Entity Type: ☐ Corporation ☐ LLC ☐ Partnership ☐ Sole Proprietorship
State of Formation: [________________________________]
Principal Business Address: [________________________________]
City: [________________________________] State: [____] ZIP: [__________]
Phone: [________________________________]
Email: [________________________________]
Louisiana Secretary of State Registration Number: [________________________________]
Federal Tax ID (EIN): [________________________________]

RECITALS

WHEREAS, Company is engaged in the business of manufacturing, distributing, and/or licensing certain products and services as described herein;

WHEREAS, Reseller desires to obtain the right to market, promote, and resell Company's products and services within the designated territory;

WHEREAS, Company desires to appoint Reseller as an authorized channel partner subject to the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend this Agreement to be governed by Louisiana law, including the Louisiana Civil Code and Louisiana Revised Statutes;

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

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

1.2 "Agreement" means this Reseller/Channel Partner Agreement, including all exhibits, schedules, and amendments hereto.

1.3 "Authorized Location" means the physical business location(s) from which Reseller is authorized to conduct sales activities, as specified in Exhibit B.

1.4 "Confidential Information" means all non-public information disclosed by either party, including but not limited to trade secrets as defined under La. R.S. § 51:1431, business plans, customer lists, pricing information, technical data, and marketing strategies.

1.5 "End User" means the ultimate purchaser or licensee of Products who acquires Products for their own use and not for resale.

1.6 "Intellectual Property" means all patents, trademarks, service marks, trade names, copyrights, trade secrets, and other proprietary rights owned or licensed by Company.

1.7 "Minimum Purchase Commitment" means the minimum dollar amount or unit quantity of Products that Reseller must purchase during each period as specified in Exhibit A.

1.8 "Net Sales" means gross sales of Products less returns, allowances, and discounts actually taken.

1.9 "Products" means the goods, software, and/or services listed in Exhibit B, as may be amended from time to time by Company.

1.10 "Purchase Price" means the price at which Reseller purchases Products from Company, as set forth in the pricing schedule attached as Exhibit D.

1.11 "Resale Price" means the price at which Reseller sells Products to End Users.

1.12 "Territory" means the geographic area within which Reseller is authorized to market and sell Products, as defined in Exhibit B.

1.13 "Trademarks" means the trademarks, service marks, trade names, and logos owned by Company as listed in Exhibit C.

ARTICLE 2: APPOINTMENT AND SCOPE

2.1 Appointment. Subject to the terms and conditions of this Agreement, Company hereby appoints Reseller, and Reseller accepts such appointment, as a:

☐ Non-Exclusive Reseller – Company may appoint other resellers in the Territory
☐ Exclusive Reseller – Company shall not appoint other resellers in the Territory
☐ Sole Reseller – Company shall not appoint other resellers but retains direct sales rights

2.2 Territory. Reseller's Territory shall be:

☐ Statewide – State of Louisiana
☐ Regional – Louisiana Parishes: [________________________________]
☐ Metropolitan Area:
☐ Greater New Orleans Area (Orleans, Jefferson, St. Tammany, St. Bernard, Plaquemines Parishes)
☐ Baton Rouge Metropolitan Area (East Baton Rouge, West Baton Rouge, Livingston, Ascension Parishes)
☐ Shreveport-Bossier City Area (Caddo, Bossier Parishes)
☐ Lafayette Area (Lafayette, St. Martin, Iberia Parishes)
☐ Lake Charles Area (Calcasieu, Cameron Parishes)
☐ Custom Territory: [________________________________]

2.3 Scope of Authorization. Reseller is authorized to:

☐ Resell Products to End Users
☐ Resell Products to other authorized resellers
☐ Provide installation services
☐ Provide maintenance and support services
☐ Provide training services
☐ Market and promote Products
☐ Other: [________________________________]

2.4 Limitations. Reseller shall NOT:

(a) Sell Products outside the Territory without prior written consent;
(b) Sell to known resellers or distributors not authorized by Company;
(c) Make any representations or warranties beyond those authorized by Company;
(d) Modify Products without prior written approval;
(e) Engage in any deceptive trade practices prohibited under La. R.S. § 51:1401 et seq.

2.5 Reservation of Rights. Company reserves all rights not expressly granted herein, including the right to:

(a) Sell Products directly to End Users in the Territory;
(b) Appoint additional resellers (if non-exclusive);
(c) Modify, discontinue, or add Products;
(d) Establish pricing policies and programs.

ARTICLE 3: ORDERS AND DELIVERY

3.1 Purchase Orders. Reseller shall submit purchase orders to Company in writing, specifying:

(a) Products ordered by part number and description;
(b) Quantities requested;
(c) Requested delivery date;
(d) Shipping address and instructions;
(e) Purchase order number for Reseller's records.

3.2 Order Acceptance. Company shall accept or reject orders within [____] business days of receipt. Orders are not binding until accepted in writing by Company. Company may reject orders for any commercially reasonable reason, including credit concerns or inventory limitations.

3.3 Minimum Orders. The minimum order quantity/value shall be:

☐ No minimum order requirement
☐ Minimum order value: $[________________________________]
☐ Minimum order quantity: [________________________________] units

3.4 Delivery Terms. Unless otherwise agreed in writing:

☐ FOB Origin (Company's facility) – Risk passes upon delivery to carrier
☐ FOB Destination (Reseller's facility) – Risk passes upon delivery
☐ Other: [________________________________]

3.5 Shipping. Products shall be shipped via:

☐ Company's designated carrier
☐ Reseller's designated carrier
☐ Carrier mutually agreed upon

Shipping costs shall be borne by: ☐ Company ☐ Reseller ☐ Split: [________________________________]

3.6 Inspection and Acceptance. Reseller shall inspect all Products within [____] business days of receipt and notify Company in writing of any defects, shortages, or non-conformities. Failure to provide timely notice constitutes acceptance.

3.7 Title Transfer. Title to Products shall transfer to Reseller upon:

☐ Shipment from Company's facility
☐ Delivery to Reseller's facility
☐ Payment in full
☐ Other: [________________________________]

ARTICLE 4: PRICING AND PAYMENT

4.1 Pricing. Reseller shall purchase Products at the prices set forth in the pricing schedule attached as Exhibit D. Company may modify pricing upon [____] days' prior written notice.

4.2 Resale Pricing.

☐ Reseller may set its own resale prices
☐ Company establishes suggested resale prices (non-binding)
☐ Company establishes minimum advertised prices (MAP Policy)

4.3 Payment Terms. Unless otherwise specified:

☐ Net 30 days from invoice date
☐ Net 45 days from invoice date
☐ Net 60 days from invoice date
☐ Payment in advance
☐ Other: [________________________________]

4.4 Payment Method. Payment shall be made by:

☐ Wire transfer
☐ ACH transfer
☐ Check
☐ Credit card (subject to processing fees)
☐ Other: [________________________________]

4.5 Late Payment. Overdue amounts shall bear interest at the rate of [____]% per month (not to exceed the maximum rate permitted under Louisiana law, including La. R.S. § 9:3500 et seq.), or [____]% per annum, whichever is applicable.

4.6 Taxes. Reseller shall be responsible for all sales, use, and other taxes imposed on the resale of Products, including Louisiana state and local sales taxes, except for taxes based on Company's net income. Reseller shall maintain valid Louisiana sales tax registration and collect applicable taxes from End Users.

4.7 Credit Terms. Company may establish credit limits and modify payment terms based on Reseller's creditworthiness. Company reserves the right to require security or prepayment if Reseller's financial condition deteriorates.

4.8 Setoff. Company may setoff any amounts owed to Company against amounts payable to Reseller, subject to Louisiana Civil Code provisions on compensation of obligations.

ARTICLE 5: MINIMUM PURCHASE COMMITMENTS

5.1 Commitment. Reseller agrees to purchase the minimum quantities or dollar amounts specified in Exhibit A during each contract period.

5.2 Measurement Period. Minimum purchase commitments shall be measured:

☐ Monthly
☐ Quarterly
☐ Annually
☐ Other: [________________________________]

5.3 Shortfall Consequences. If Reseller fails to meet minimum purchase commitments:

☐ Company may convert exclusive appointment to non-exclusive
☐ Company may reduce Territory
☐ Company may terminate this Agreement
☐ Reseller shall pay shortfall fee of [____]% of the deficiency
☐ Other: [________________________________]

5.4 Adjustment. Minimum purchase commitments may be adjusted by mutual written agreement based on market conditions, product availability, or other relevant factors.

ARTICLE 6: MARKETING AND PROMOTION

6.1 Marketing Efforts. Reseller shall use commercially reasonable efforts to actively market, promote, and sell Products within the Territory, including:

(a) Maintaining adequate sales staff;
(b) Conducting regular sales calls and customer outreach;
(c) Participating in trade shows and industry events;
(d) Maintaining appropriate Product inventory;
(e) Providing prompt customer service and support.

6.2 Marketing Materials. Company shall provide Reseller with marketing materials, which Reseller may reproduce only with Company's prior written approval. All materials must comply with Louisiana consumer protection laws.

6.3 Advertising. Reseller's advertising and promotional activities shall:

(a) Comply with all applicable Louisiana laws, including La. R.S. § 51:1401 et seq.;
(b) Be consistent with Company's brand guidelines;
(c) Not make false or misleading claims;
(d) Be subject to Company's prior approval if required.

6.4 Cooperative Marketing.

☐ Company shall provide cooperative marketing funds equal to [____]% of Reseller's Net Sales
☐ Marketing development funds (MDF) available upon application
☐ No cooperative marketing program

6.5 Lead Referrals. Company may refer sales leads to Reseller within the Territory. Reseller shall follow up on referred leads within [____] business days and report outcomes to Company.

6.6 Trade Shows. Reseller shall participate in trade shows and events as follows:

☐ Required attendance at Company-designated events
☐ Minimum [____] trade shows per year in Territory
☐ At Reseller's discretion

ARTICLE 7: TRAINING AND SUPPORT

7.1 Initial Training. Company shall provide initial training to Reseller's personnel:

☐ At Company's facility (travel at Reseller's expense)
☐ At Reseller's facility (travel at Company's expense)
☐ Via online/virtual training
☐ Training location: [________________________________]

7.2 Training Scope. Training shall include:

(a) Product features and specifications;
(b) Sales techniques and positioning;
(c) Installation and configuration (if applicable);
(d) Technical support procedures;
(e) Company policies and procedures.

7.3 Ongoing Training. Company shall provide ongoing training:

☐ Quarterly updates via webinar
☐ Annual certification programs
☐ As new Products are released
☐ Upon Reseller's reasonable request

7.4 Training Costs.

☐ Company provides training at no charge
☐ Reseller pays training fees of $[________________________________]
☐ Split arrangement: [________________________________]

7.5 Technical Support. Company shall provide technical support to Reseller:

☐ Phone support during business hours: [________________________________]
☐ Email support with [____]-hour response time
☐ Online portal access
☐ Dedicated support representative

7.6 Certification. Reseller's sales and technical staff must maintain current certifications as required by Company. Failure to maintain certifications may result in suspension of authorization.

ARTICLE 8: PERFORMANCE REQUIREMENTS

8.1 Performance Standards. Reseller shall meet the following performance standards:

(a) Minimum purchase commitments as specified in Exhibit A;
(b) Customer satisfaction ratings of [____]% or higher;
(c) Response time to customer inquiries within [____] hours;
(d) Order fulfillment accuracy of [____]% or higher;
(e) Other: [________________________________]

8.2 Reporting. Reseller shall provide Company with:

(a) Monthly sales reports within [____] days of month end;
(b) Quarterly inventory reports;
(c) Annual business plans and forecasts;
(d) Customer feedback and market intelligence;
(e) Other reports as reasonably requested.

8.3 Records and Audit. Reseller shall maintain accurate records of all transactions related to this Agreement for a period of [____] years. Company may audit such records upon reasonable notice during normal business hours. If an audit reveals underpayment exceeding [____]%, Reseller shall bear the cost of the audit.

8.4 Performance Reviews. Company shall conduct performance reviews:

☐ Quarterly
☐ Semi-annually
☐ Annually

8.5 Corrective Action. If Reseller fails to meet performance standards, Company may:

(a) Provide written notice specifying deficiencies;
(b) Establish a corrective action plan with [____]-day cure period;
(c) Reduce Territory or appointment level;
(d) Terminate this Agreement pursuant to Article 13.

ARTICLE 9: INTELLECTUAL PROPERTY

9.1 Ownership. Company retains all right, title, and interest in and to the Intellectual Property. Nothing in this Agreement transfers ownership of any Intellectual Property to Reseller.

9.2 License Grant. Company grants Reseller a limited, non-exclusive, non-transferable license to use the Trademarks solely in connection with marketing and reselling Products during the Term, subject to:

(a) Company's trademark usage guidelines;
(b) Quality standards established by Company;
(c) Prior written approval of all uses;
(d) Immediate cessation upon termination.

9.3 Trademark Usage. Reseller shall:

(a) Use Trademarks only as approved by Company;
(b) Include appropriate trademark notices;
(c) Not modify or alter Trademarks;
(d) Not use Trademarks in a manner that disparages Company;
(e) Not register any confusingly similar marks.

9.4 Product Modifications. Reseller shall not modify, reverse engineer, decompile, or create derivative works of Products without Company's prior written consent.

9.5 Feedback. Any suggestions, ideas, or feedback provided by Reseller regarding Products shall become Company's property without compensation to Reseller.

9.6 Infringement. Reseller shall promptly notify Company of any known or suspected infringement of Company's Intellectual Property. Company shall have sole discretion to pursue or settle infringement claims.

ARTICLE 10: CONFIDENTIALITY

10.1 Confidential Information. Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such information only for purposes of this Agreement. This obligation is consistent with the Louisiana Uniform Trade Secrets Act, La. R.S. § 51:1431 et seq.

10.2 Exclusions. Confidential Information does not include information that:

(a) Is or becomes publicly available through no fault of the receiving party;
(b) Was rightfully in the receiving party's possession before disclosure;
(c) Is rightfully obtained from a third party without restriction;
(d) Is independently developed without use of Confidential Information;
(e) Is required to be disclosed by law or court order.

10.3 Protective Measures. Each party shall:

(a) Limit access to Confidential Information to personnel with need to know;
(b) Use at least the same degree of care as for its own confidential information;
(c) Not disclose Confidential Information to third parties without consent;
(d) Return or destroy Confidential Information upon termination.

10.4 Duration. Confidentiality obligations shall survive termination for a period of [____] years, except for trade secrets, which shall remain confidential indefinitely as provided under Louisiana law.

10.5 Injunctive Relief. The parties acknowledge that breach of confidentiality obligations may cause irreparable harm for which monetary damages are inadequate. The non-breaching party shall be entitled to seek injunctive relief in addition to other remedies.

ARTICLE 11: DATA PROTECTION AND SECURITY

11.1 Data Protection. Reseller shall comply with all applicable data protection laws, including La. R.S. § 51:3071 et seq. (Database Security Breach Notification Law).

11.2 Customer Data. Reseller shall:

(a) Protect all customer personal information;
(b) Implement reasonable security measures;
(c) Not sell or share customer data without authorization;
(d) Comply with Company's privacy policy.

11.3 Security Breach Notification. In the event of a security breach affecting customer data, Reseller shall:

(a) Notify Company within [____] hours of discovery;
(b) Cooperate in breach investigation and response;
(c) Comply with Louisiana breach notification requirements under La. R.S. § 51:3074;
(d) Bear costs of notification if breach is due to Reseller's negligence.

11.4 Data Return. Upon termination, Reseller shall return or destroy all customer data as directed by Company, in compliance with applicable retention requirements.

ARTICLE 12: WARRANTIES AND REPRESENTATIONS

12.1 Company Warranties. Company warrants that:

(a) It has authority to enter this Agreement;
(b) Products will conform to published specifications;
(c) Products will be free from material defects in workmanship;
(d) It has rights to grant licenses herein.

12.2 Reseller Warranties. Reseller warrants that:

(a) It has authority to enter this Agreement;
(b) It holds all licenses required to conduct business in Louisiana;
(c) It shall comply with all applicable Louisiana laws;
(d) It shall conduct business ethically and professionally.

12.3 Pass-Through Warranties. Company authorizes Reseller to pass through applicable Product warranties to End Users as specified in Company's warranty documentation.

12.4 Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT PERMITTED BY LOUISIANA LAW, INCLUDING THE LOUISIANA CIVIL CODE PROVISIONS ON REDHIBITION.

12.5 Warranty Claims. Reseller shall process warranty claims according to Company's warranty procedures and shall not make warranty commitments beyond those authorized.

ARTICLE 13: TERM AND TERMINATION

13.1 Initial Term. This Agreement shall commence on the Effective Date and continue for:

☐ One (1) year
☐ Two (2) years
☐ Three (3) years
☐ Other: [________________________________]

13.2 Renewal. Upon expiration of the Initial Term, this Agreement shall:

☐ Automatically renew for successive [____]-year terms unless terminated
☐ Require written agreement to renew
☐ Convert to month-to-month arrangement
☐ Terminate without renewal

13.3 Termination for Convenience. Either party may terminate this Agreement without cause upon [____] days' prior written notice.

13.4 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party:

(a) Materially breaches this Agreement and fails to cure within [____] days of notice;
(b) Becomes insolvent or files for bankruptcy;
(c) Makes an assignment for benefit of creditors;
(d) Ceases to conduct business in the normal course;
(e) Engages in fraud, illegal activity, or conduct harmful to the other party's reputation.

13.5 Company's Additional Termination Rights. Company may terminate immediately if Reseller:

(a) Fails to meet minimum purchase commitments for [____] consecutive periods;
(b) Violates Intellectual Property provisions;
(c) Breaches confidentiality obligations;
(d) Violates Louisiana consumer protection laws or engages in unfair trade practices;
(e) Is acquired by a competitor of Company.

13.6 Effects of Termination. Upon termination:

(a) Reseller's appointment and license rights immediately cease;
(b) Reseller shall cease using Company's Trademarks and Confidential Information;
(c) Reseller shall return all Company materials and property;
(d) Outstanding invoices become immediately due;
(e) Provisions surviving termination remain in effect.

13.7 Inventory Repurchase. Upon termination:

☐ Company shall repurchase Reseller's unsold inventory at [____]% of original purchase price
☐ Company may, at its option, repurchase inventory
☐ No inventory repurchase obligation

13.8 Survival. The following provisions survive termination: Definitions, Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Dispute Resolution, and General Provisions.

ARTICLE 14: INDEMNIFICATION

14.1 Company Indemnification. Company shall defend, indemnify, and hold harmless Reseller and its officers, directors, employees, and agents from and against all claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

(a) Infringement of third-party Intellectual Property rights by Products;
(b) Product defects caused by Company's manufacturing;
(c) Company's negligence or willful misconduct;
(d) Company's breach of this Agreement.

14.2 Reseller Indemnification. Reseller shall defend, indemnify, and hold harmless Company and its officers, directors, employees, and agents from and against all claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

(a) Reseller's marketing, promotion, or sale of Products;
(b) Reseller's modifications to Products;
(c) Reseller's violation of applicable Louisiana laws;
(d) Reseller's negligence or willful misconduct;
(e) Reseller's breach of this Agreement.

14.3 Indemnification Procedure. The indemnified party shall:

(a) Provide prompt written notice of any claim;
(b) Allow the indemnifying party to control defense and settlement;
(c) Cooperate in the defense at indemnifying party's expense;
(d) Not settle without indemnifying party's consent.

14.4 Limitation. Indemnification obligations shall not apply to the extent claims arise from the indemnified party's own negligence, willful misconduct, or breach of this Agreement.

ARTICLE 15: LIMITATION OF LIABILITY

15.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LOUISIANA LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOST DATA, REGARDLESS OF THE THEORY OF LIABILITY.

15.2 Liability Cap. EXCEPT FOR BREACHES OF CONFIDENTIALITY, INTELLECTUAL PROPERTY INFRINGEMENT, OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED:

☐ The amounts paid by Reseller to Company in the [____] months preceding the claim
☐ $[________________________________]
☐ Other: [________________________________]

15.3 Essential Purpose. The parties agree that the limitations in this Article reflect a reasonable allocation of risk and are an essential basis of the bargain.

15.4 Exceptions. The limitations in this Article shall not apply to:

(a) Liability arising from gross negligence or intentional misconduct;
(b) Breach of confidentiality obligations;
(c) Infringement of Intellectual Property rights;
(d) Indemnification obligations;
(e) Liability that cannot be limited under Louisiana law.

ARTICLE 16: INSURANCE

16.1 Required Coverage. Reseller shall maintain the following insurance coverage:

(a) Commercial General Liability: $[________________________________] per occurrence / $[________________________________] aggregate
(b) Product Liability: $[________________________________] per occurrence
(c) Professional Liability/E&O: $[________________________________] per occurrence
(d) Workers' Compensation: As required by Louisiana law
(e) Cyber Liability: $[________________________________] per occurrence

16.2 Insurance Requirements. All insurance policies shall:

(a) Be issued by carriers rated A- or better by A.M. Best;
(b) Name Company as additional insured (except Workers' Comp);
(c) Provide [____] days' notice of cancellation or material change;
(d) Be primary and non-contributory.

16.3 Certificates. Reseller shall provide certificates of insurance upon request and upon each renewal.

ARTICLE 17: DISPUTE RESOLUTION

17.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana, including the Louisiana Civil Code and Louisiana Revised Statutes, without regard to conflict of laws principles.

17.2 Negotiation. The parties shall attempt to resolve any dispute through good faith negotiation between senior executives within [____] days of written notice of the dispute.

17.3 Mediation. If negotiation fails, the parties shall submit the dispute to mediation in Louisiana before a mutually agreed mediator. Mediation costs shall be shared equally.

17.4 Litigation. If mediation fails, disputes shall be resolved by litigation in the state or federal courts located in:

☐ Orleans Parish, Louisiana (New Orleans)
☐ East Baton Rouge Parish, Louisiana (Baton Rouge)
☐ Caddo Parish, Louisiana (Shreveport)
☐ Lafayette Parish, Louisiana (Lafayette)
☐ Other: [________________________________]

17.5 Consent to Jurisdiction. Each party irrevocably consents to the exclusive jurisdiction and venue of the courts specified above and waives any objection based on inconvenient forum.

17.6 Attorneys' Fees. In any litigation arising from this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

17.7 Equitable Relief. Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property or Confidential Information.

ARTICLE 18: COMPLIANCE WITH LAWS

18.1 General Compliance. Each party shall comply with all applicable federal, state, and local laws, including Louisiana Revised Statutes, in performing its obligations under this Agreement.

18.2 Louisiana-Specific Compliance. Reseller specifically agrees to comply with:

(a) Louisiana Unfair Trade Practices and Consumer Protection Law (La. R.S. § 51:1401 et seq.);
(b) Louisiana Sales and Use Tax requirements;
(c) Louisiana business registration and licensing requirements;
(d) Louisiana employment laws for Reseller's employees;
(e) Louisiana environmental regulations applicable to Products.

18.3 Export Controls. Reseller shall comply with all applicable export control laws and shall not export Products in violation of such laws.

18.4 Anti-Corruption. Neither party shall engage in bribery, corruption, or other improper payments in connection with this Agreement.

18.5 Certifications. Reseller shall provide certifications of compliance upon Company's reasonable request.

ARTICLE 19: FORCE MAJEURE

19.1 Definition. "Force Majeure Event" means any event beyond a party's reasonable control, including acts of God, hurricanes, floods (including Mississippi River flooding), natural disasters, war, terrorism, civil unrest, government actions, epidemics, pandemics, labor strikes (not involving the affected party's employees), or failures of suppliers or utilities.

19.2 Effect. Neither party shall be liable for delays or failures in performance resulting from a Force Majeure Event. The affected party shall:

(a) Provide prompt notice of the Force Majeure Event;
(b) Use reasonable efforts to mitigate the effects;
(c) Resume performance as soon as reasonably practicable.

19.3 Extended Force Majeure. If a Force Majeure Event continues for more than [____] days, either party may terminate this Agreement without liability upon written notice.

ARTICLE 20: GENERAL PROVISIONS

20.1 Entire Agreement. This Agreement, including all Exhibits, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements relating to the subject matter hereof.

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

20.3 Waiver. No waiver of any provision shall be effective unless in writing. No waiver shall constitute a waiver of any other provision or a continuing waiver.

20.4 Severability. If any provision is held invalid or unenforceable under Louisiana law or applicable federal law, the remaining provisions shall continue in full force and effect.

20.5 Assignment. Reseller may not assign this Agreement without Company's prior written consent. Company may assign this Agreement to any Affiliate or in connection with a merger, acquisition, or sale of substantially all its assets.

20.6 Notices. All notices shall be in writing and delivered by:

(a) Personal delivery;
(b) Certified mail, return receipt requested;
(c) Overnight courier; or
(d) Email with confirmation of receipt.

Notices shall be sent to the addresses set forth above or as updated in writing.

20.7 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Louisiana Civil Code provisions on mandate shall not apply to create an agency relationship.

20.8 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns. No third party shall have any rights hereunder.

20.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall be valid and binding pursuant to La. R.S. § 9:2601 et seq.

20.10 Construction. This Agreement shall be construed neutrally, without presumption against either party as drafter.

20.11 Headings. Section headings are for convenience only and shall not affect interpretation.

20.12 Language. This Agreement is in English. Any translation is for convenience only, and the English version shall control.

SIGNATURES

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

COMPANY:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

RESELLER:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

EXHIBIT A: MINIMUM PURCHASE COMMITMENTS

Annual Minimum Purchase Commitment:

Quarterly Breakdown (if applicable):

Shortfall Fee: [____]% of deficiency amount

Adjustment Provisions:
[________________________________]
[________________________________]

EXHIBIT B: PRODUCTS AND TERRITORY

Authorized Products:

Territory Definition:

Geographic Area: [________________________________]

Included Louisiana Parishes:
[________________________________]
[________________________________]
[________________________________]

Excluded Parishes (if any):
[________________________________]

Authorized Locations:

EXHIBIT C: TRADEMARKS AND BRANDING

Licensed Trademarks:

Brand Guidelines:

☐ Reseller has received and agrees to follow Company's Brand Guidelines dated [__/__/____]

Approved Marketing Materials:

Co-Branding Requirements:
[________________________________]
[________________________________]

EXHIBIT D: PRICING SCHEDULE

Reseller Discount Structure:

Product Pricing:

Special Pricing Programs:

☐ New Customer Discount: [____]% for first [____] orders
☐ Promotional Pricing: Available as announced
☐ Volume Rebates: [____]% rebate on volume exceeding $[________________________________]
☐ Early Payment Discount: [____]% if paid within [____] days

Price Protection:

☐ [____] days price protection on inventory
☐ No price protection

Pricing Updates:

Prices effective: [__/__/____]
Notice period for price changes: [____] days

ACKNOWLEDGMENT

By signing below, Reseller acknowledges:

☐ Receipt and review of all Exhibits to this Agreement
☐ Understanding of minimum purchase commitments and consequences of shortfall
☐ Agreement to comply with all trademark and branding guidelines
☐ Understanding of Louisiana law requirements, including consumer protection and unfair trade practices laws
☐ Receipt of Company's current price list
☐ Completion of required onboarding and training
☐ Understanding that Louisiana is a civil law jurisdiction with unique legal requirements

Reseller Acknowledgment:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

This Reseller/Channel Partner Agreement template is designed for use under Louisiana law, which follows a civil law system based on the Louisiana Civil Code. Louisiana's legal framework differs from other states in significant ways. The template should be reviewed by qualified Louisiana legal counsel before execution. Companies should ensure compliance with all applicable Louisiana Revised Statutes, including consumer protection, trade practices, and data security requirements.