RESELLER / CHANNEL PARTNER AGREEMENT

STATE OF MONTANA

AGREEMENT NUMBER: [________________________________]

EFFECTIVE DATE: [__/__/____]

PARTIES TO THIS AGREEMENT

SUPPLIER/PRINCIPAL:

Name: [________________________________]

Business Entity Type: ☐ Corporation ☐ LLC ☐ Partnership ☐ Sole Proprietorship

State of Formation: [________________________________]

Principal Business Address: [________________________________]

City: [________________________________] State: [____] ZIP: [__________]

Montana Registered Agent (if applicable): [________________________________]

Registered Agent Address: [________________________________]

Phone: [________________________________]

Email: [________________________________]

Federal Tax ID (EIN): [________________________________]

(Hereinafter referred to as "Supplier")

RESELLER/CHANNEL PARTNER:

Name: [________________________________]

Business Entity Type: ☐ Corporation ☐ LLC ☐ Partnership ☐ Sole Proprietorship

State of Formation: [________________________________]

Principal Business Address: [________________________________]

City: [________________________________] State: [____] ZIP: [__________]

Montana Registered Agent (if applicable): [________________________________]

Registered Agent Address: [________________________________]

Phone: [________________________________]

Email: [________________________________]

Federal Tax ID (EIN): [________________________________]

(Hereinafter referred to as "Reseller")

RECITALS

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

WHEREAS, Reseller is engaged in the business of marketing and selling products and services to end-user customers within the Territory defined herein;

WHEREAS, Supplier desires to appoint Reseller as an authorized reseller and channel partner for the Products and Services described herein, subject to the terms and conditions set forth in this Agreement;

WHEREAS, Reseller desires to accept such appointment and to promote, market, and sell Supplier's Products and Services within the designated Territory;

WHEREAS, the Parties intend this Agreement to be governed by the laws of the State of Montana, including the Montana Uniform Commercial Code (Mont. Code Ann. § 30-1-101 et seq.);

NOW, THEREFORE, in consideration of the mutual covenants, promises, 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 "Confidential Information" means all non-public information disclosed by either Party to the other, whether orally, in writing, or by any other means, including but not limited to trade secrets as defined under the Montana Uniform Trade Secrets Act (Mont. Code Ann. § 30-14-402), business plans, customer lists, pricing information, technical data, software, and proprietary processes.

1.3 "Customer" or "End User" means any third party that purchases Products or Services from Reseller for its own use and not for resale.

1.4 "Effective Date" means the date first written above.

1.5 "Intellectual Property" means all patents, copyrights, trademarks, service marks, trade names, trade dress, trade secrets, know-how, and other proprietary rights.

1.6 "Products" means the goods, merchandise, and tangible items listed in Exhibit A attached hereto and incorporated by reference.

1.7 "Services" means the services listed in Exhibit A attached hereto and incorporated by reference.

1.8 "Territory" means the geographic area specified in Exhibit B attached hereto, within which Reseller is authorized to market and sell Products and Services.

1.9 "Trademarks" means the trademarks, service marks, trade names, logos, and other brand identifiers of Supplier as listed in Exhibit C attached hereto.

ARTICLE 2: APPOINTMENT AND AUTHORIZATION

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

☐ Non-Exclusive Reseller/Channel Partner
☐ Exclusive Reseller/Channel Partner
☐ Authorized Distributor
☐ Value-Added Reseller (VAR)

for the Products and Services within the Territory.

2.2 Scope of Authorization. Reseller is authorized to:

(a) Market, promote, and advertise Products and Services within the Territory;

(b) Solicit orders for Products and Services from Customers within the Territory;

(c) Accept orders on behalf of Supplier, subject to Supplier's acceptance procedures;

(d) Provide first-level customer support and technical assistance as specified in Exhibit D;

(e) Maintain demonstration units and inventory as required under this Agreement.

2.3 Limitations on Authority. Reseller shall NOT:

(a) Make any representations, warranties, or guarantees on behalf of Supplier beyond those expressly authorized in writing;

(b) Modify Products without Supplier's prior written consent;

(c) Assign, sublicense, or transfer this Agreement or any rights hereunder without Supplier's prior written consent;

(d) Sell Products or Services outside the Territory without Supplier's prior written approval;

(e) Engage in any unfair or deceptive trade practices prohibited under the Montana Consumer Protection Act (Mont. Code Ann. § 30-14-103).

2.4 Reservation of Rights. Supplier reserves the right to:

(a) Sell Products and Services directly to Customers within the Territory;

(b) Appoint additional resellers within the Territory (if non-exclusive);

(c) Modify, discontinue, or add Products and Services upon reasonable notice to Reseller.

ARTICLE 3: RESELLER OBLIGATIONS

3.1 Sales Performance. Reseller agrees to:

(a) Use commercially reasonable best efforts to promote and sell Products and Services within the Territory;

(b) Meet the minimum sales quotas set forth in Exhibit E, if applicable;

(c) Maintain an adequate sales force trained in Products and Services;

(d) Provide Supplier with quarterly sales reports and forecasts.

3.2 Minimum Purchase Requirements.

☐ Reseller shall purchase a minimum of $[________________] in Products during each:
☐ Calendar Quarter ☐ Calendar Year ☐ Contract Year

☐ No minimum purchase requirements apply to this Agreement.

3.3 Marketing and Promotion. Reseller shall:

(a) Develop and implement marketing plans for Products and Services within the Territory;

(b) Participate in trade shows, exhibitions, and promotional events as mutually agreed;

(c) Maintain a professional website and marketing materials featuring Products and Services;

(d) Comply with Supplier's brand guidelines and trademark usage policies;

(e) Ensure all advertising complies with Montana Consumer Protection Act requirements.

3.4 Training and Certification. Reseller shall:

(a) Complete initial product training within [____] days of the Effective Date;

(b) Ensure all sales and technical personnel maintain current certifications;

(c) Participate in ongoing training programs as required by Supplier;

(d) Bear all costs associated with training and certification unless otherwise agreed.

3.5 Customer Support. Reseller shall:

(a) Provide first-level customer support during normal business hours;

(b) Maintain a customer support telephone line and email address;

(c) Respond to customer inquiries within [____] business hours;

(d) Escalate complex issues to Supplier's technical support team as appropriate.

3.6 Inventory Requirements. Reseller shall:

(a) Maintain adequate inventory levels to meet anticipated customer demand;

(b) Store Products in a secure, climate-controlled environment as required;

(c) Maintain inventory records and provide reports to Supplier upon request;

(d) Comply with Supplier's first-in-first-out (FIFO) inventory practices.

3.7 Compliance with Laws. Reseller shall comply with all applicable federal, state, and local laws, including but not limited to:

(a) Montana Consumer Protection Act (Mont. Code Ann. § 30-14-101 et seq.);

(b) Montana does not have a general sales tax; however, Reseller shall comply with any applicable local taxes and lodging taxes;

(c) Montana Business Corporation Act and LLC Act as applicable;

(d) All applicable export control and trade compliance laws.

ARTICLE 4: SUPPLIER OBLIGATIONS

4.1 Product Supply. Supplier shall:

(a) Make Products available for purchase by Reseller in accordance with Supplier's standard ordering procedures;

(b) Use commercially reasonable efforts to fulfill orders within the lead times specified in Exhibit F;

(c) Provide reasonable notice of product discontinuation or material changes;

(d) Maintain quality standards consistent with product specifications.

4.2 Marketing Support. Supplier shall:

(a) Provide marketing materials, including brochures, data sheets, and digital content;

(b) Provide access to Supplier's partner portal and marketing resources;

(c) Offer co-marketing opportunities and market development funds as specified in Exhibit G;

(d) Provide reasonable assistance with trade shows and promotional events.

4.3 Training and Technical Support. Supplier shall:

(a) Provide initial product training at ☐ No charge ☐ Supplier's then-current training rates;

(b) Provide ongoing technical support via telephone, email, and online resources;

(c) Provide access to technical documentation, including installation guides and troubleshooting materials;

(d) Provide second-level and escalated technical support for complex customer issues.

4.4 Product Warranty. Supplier warrants that Products will:

(a) Conform to published specifications for a period of [____] months from delivery to Customer;

(b) Be free from defects in materials and workmanship under normal use;

(c) Not infringe upon any third-party intellectual property rights, to Supplier's knowledge.

ARTICLE 5: PRICING, PAYMENT, AND TAXES

5.1 Pricing.

(a) Reseller shall purchase Products and Services at the prices set forth in Supplier's then-current Price List (Exhibit H);

(b) Supplier may modify prices upon [____] days' written notice to Reseller;

(c) Price changes shall not affect orders accepted prior to the effective date of the change.

5.2 Reseller Discount. Reseller shall receive a discount of [____]% off Supplier's suggested retail price (MSRP) for all Products purchased under this Agreement.

5.3 Payment Terms.

(a) Payment terms: ☐ Net 15 ☐ Net 30 ☐ Net 45 ☐ Net 60 ☐ Other: [________________]

(b) Payment method: ☐ Check ☐ Wire Transfer ☐ ACH ☐ Credit Card

(c) Late payments shall bear interest at the rate of [____]% per month or the maximum rate permitted under Montana law (Mont. Code Ann. § 31-1-106), whichever is less. Note: Montana's maximum legal interest rate is generally 10% per annum unless otherwise contracted.

5.4 Taxes.

(a) Prices are exclusive of all applicable taxes;

(b) Montana does not impose a general sales tax; however, Reseller shall be responsible for any applicable local, federal, or use taxes;

(c) Reseller shall provide appropriate documentation if claiming any tax exemptions.

5.5 Shipping and Delivery.

(a) Shipping terms: ☐ FOB Origin ☐ FOB Destination ☐ Other: [________________]

(b) Shipping costs shall be paid by: ☐ Supplier ☐ Reseller ☐ Split as follows: [________________]

(c) Risk of loss shall transfer upon: ☐ Shipment from Supplier ☐ Delivery to Reseller

ARTICLE 6: ORDERS AND DELIVERY

6.1 Purchase Orders. Reseller shall submit purchase orders in writing (including email) containing:

(a) Product descriptions and part numbers;

(b) Quantities ordered;

(c) Requested delivery date;

(d) Shipping address and instructions;

(e) Purchase order number.

6.2 Order Acceptance. Supplier shall accept or reject orders within [____] business days of receipt. Failure to respond shall constitute acceptance.

6.3 Order Cancellation. Orders may be cancelled by Reseller upon written notice:

(a) Without penalty if notice is given more than [____] days before scheduled shipment;

(b) Subject to cancellation fee of [____]% if notice is given less than [____] days before scheduled shipment.

6.4 Delivery. Supplier shall use commercially reasonable efforts to meet requested delivery dates. Supplier shall not be liable for delays caused by:

(a) Force majeure events;

(b) Reseller's failure to provide complete and accurate order information;

(c) Transportation carrier delays;

(d) Product shortages or allocation situations.

6.5 Inspection and Acceptance. Reseller shall inspect Products upon delivery and notify Supplier of any defects or discrepancies within [____] business days. Failure to provide timely notice shall constitute acceptance.

ARTICLE 7: INTELLECTUAL PROPERTY

7.1 Ownership. Supplier retains all right, title, and interest in and to the Products, Services, Trademarks, and all associated Intellectual Property. Nothing in this Agreement transfers any ownership rights to Reseller.

7.2 Trademark License. Subject to the terms of this Agreement, Supplier grants Reseller a limited, non-exclusive, non-transferable license to use the Trademarks solely for the purpose of marketing and selling Products and Services within the Territory.

7.3 Trademark Usage Guidelines. Reseller shall:

(a) Use Trademarks only in accordance with Supplier's brand guidelines (Exhibit I);

(b) Not modify, alter, or create derivative works of the Trademarks;

(c) Include appropriate trademark notices and attributions;

(d) Submit all marketing materials featuring Trademarks for Supplier's approval before use.

7.4 Intellectual Property Protection. Reseller shall:

(a) Not challenge or contest Supplier's ownership of any Intellectual Property;

(b) Promptly notify Supplier of any actual or suspected infringement of Supplier's Intellectual Property;

(c) Assist Supplier in protecting and enforcing its Intellectual Property rights at Supplier's expense.

7.5 Trade Secrets. Reseller acknowledges that Confidential Information may include trade secrets protected under the Montana Uniform Trade Secrets Act (Mont. Code Ann. § 30-14-401 et seq.) and agrees to maintain the confidentiality of such information in accordance with Article 8.

ARTICLE 8: CONFIDENTIALITY

8.1 Confidentiality Obligations. Each Party agrees to:

(a) Hold in strict confidence all Confidential Information received from the other Party;

(b) Not disclose Confidential Information to any third party without prior written consent;

(c) Use Confidential Information solely for the purposes of this Agreement;

(d) Protect Confidential Information using at least the same degree of care used to protect its own confidential information, but no less than reasonable care.

8.2 Exceptions. Confidentiality obligations do not apply to information that:

(a) Was known to the receiving Party prior to disclosure;

(b) Is or becomes publicly available through no fault of the receiving Party;

(c) Is independently developed by the receiving Party without use of Confidential Information;

(d) Is rightfully obtained from a third party without restriction.

8.3 Required Disclosure. A Party may disclose Confidential Information if required by law, court order, or governmental authority, provided that the disclosing Party:

(a) Provides prompt written notice to the other Party (where legally permitted);

(b) Cooperates in seeking protective orders or other appropriate relief;

(c) Discloses only the minimum information required.

8.4 Return of Confidential Information. Upon termination of this Agreement, each Party shall:

(a) Return or destroy all Confidential Information of the other Party;

(b) Certify in writing that all Confidential Information has been returned or destroyed;

(c) Retain no copies except as required by law or professional standards.

8.5 Trade Secret Protection. The Parties acknowledge that misappropriation of trade secrets may result in liability under the Montana Uniform Trade Secrets Act (Mont. Code Ann. § 30-14-401 et seq.), including actual damages, unjust enrichment, and in cases of willful and malicious misappropriation, exemplary damages up to twice the amount of other damages, plus reasonable attorneys' fees.

ARTICLE 9: DATA PROTECTION AND PRIVACY

9.1 Data Protection Compliance. Each Party shall comply with all applicable data protection and privacy laws, including:

(a) Montana does not currently have a comprehensive state data privacy law, but Parties shall comply with all applicable federal laws;

(b) Montana Constitution Article II, Section 10 (Right to Privacy);

(c) Industry-specific regulations (HIPAA, GLBA, etc.) as applicable.

9.2 Personal Information. If Reseller receives personal information of Customers or end users:

(a) Reseller shall implement and maintain appropriate security measures;

(b) Reseller shall use personal information only as necessary to perform under this Agreement;

(c) Reseller shall not sell or share personal information without appropriate consent.

9.3 Data Breach Notification. In the event of a security breach involving personal information:

(a) The affected Party shall notify the other Party within [____] hours of discovery;

(b) The Parties shall cooperate in investigating and responding to the breach;

(c) Parties shall comply with applicable federal breach notification requirements and any future Montana data breach laws.

9.4 Security Standards. Reseller shall maintain security standards that include:

(a) Physical security measures for facilities containing customer data;

(b) Technical safeguards including encryption, access controls, and monitoring;

(c) Administrative procedures including employee training and incident response plans;

(d) Regular security assessments and vulnerability testing.

ARTICLE 10: REPRESENTATIONS AND WARRANTIES

10.1 Mutual Representations. Each Party represents and warrants that:

(a) It is duly organized, validly existing, and in good standing under the laws of its state of formation;

(b) It has full power and authority to enter into and perform this Agreement;

(c) This Agreement constitutes a legal, valid, and binding obligation;

(d) Execution and performance of this Agreement does not violate any other agreement or obligation.

10.2 Supplier Representations. Supplier represents and warrants that:

(a) It has the right to appoint Reseller and grant the licenses contemplated herein;

(b) Products conform to published specifications and documentation;

(c) To Supplier's knowledge, Products do not infringe any third-party intellectual property rights;

(d) Supplier has complied with all applicable laws in the manufacture and distribution of Products.

10.3 Reseller Representations. Reseller represents and warrants that:

(a) It has the necessary expertise and resources to perform its obligations hereunder;

(b) It will comply with all applicable laws in the marketing and sale of Products and Services;

(c) It will not make any false or misleading representations to Customers;

(d) It maintains all necessary licenses and permits to conduct business in the Territory.

10.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SUPPLIER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

ARTICLE 11: INDEMNIFICATION

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

(a) Infringement of any third-party intellectual property rights by Products;

(b) Product defects causing personal injury or property damage;

(c) Supplier's breach of this Agreement;

(d) Supplier's violation of applicable laws.

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

(a) Reseller's breach of this Agreement;

(b) Reseller's negligence or willful misconduct;

(c) Reseller's violation of applicable laws, including the Montana Consumer Protection Act;

(d) Unauthorized representations or warranties made by Reseller;

(e) Reseller's modification of Products without authorization.

11.3 Indemnification Procedure. The Party seeking indemnification shall:

(a) Provide prompt written notice of the claim;

(b) Grant the indemnifying Party sole control of the defense and settlement;

(c) Provide reasonable cooperation and assistance;

(d) Not make any admission or settlement without the indemnifying Party's consent.

ARTICLE 12: LIMITATION OF LIABILITY

12.1 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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

☐ The total fees paid or payable by Reseller during the twelve (12) months preceding the claim

☐ $[________________________________]

☐ Other: [________________________________]

12.3 Essential Purpose. The limitations set forth in this Article 12 shall apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and shall survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

12.4 Montana Law. The limitations in this Article are subject to applicable Montana law and shall not limit liability to the extent prohibited by law.

ARTICLE 13: TERM AND TERMINATION

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

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

(the "Initial Term").

13.2 Renewal. Following the Initial Term, this Agreement shall:

☐ Automatically renew for successive periods of [____] year(s) unless either Party provides written notice of non-renewal at least [____] days prior to the end of the then-current term

☐ Terminate automatically unless renewed by written agreement of the Parties

☐ Convert to a month-to-month agreement terminable upon [____] days' notice

13.3 Termination for Convenience. Either Party may terminate this Agreement for convenience upon [____] days' prior written notice to the other Party.

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 such breach within [____] days after written notice;

(b) Becomes insolvent, files for bankruptcy, or has a bankruptcy petition filed against it;

(c) Makes an assignment for the benefit of creditors;

(d) Ceases to conduct business in the normal course;

(e) Is convicted of or pleads guilty to any felony or crime involving moral turpitude.

13.5 Termination by Supplier. Supplier may terminate this Agreement immediately upon written notice if Reseller:

(a) Fails to meet minimum purchase requirements for [____] consecutive periods;

(b) Engages in conduct that damages Supplier's reputation or goodwill;

(c) Violates the Montana Consumer Protection Act or engages in deceptive trade practices;

(d) Fails to maintain required licenses or permits;

(e) Sells counterfeit products or engages in unauthorized distribution.

13.6 Effects of Termination. Upon termination or expiration of this Agreement:

(a) All rights and licenses granted hereunder shall immediately terminate;

(b) Reseller shall cease all use of Supplier's Trademarks and marketing materials;

(c) Reseller shall return or destroy all Confidential Information;

(d) Reseller may sell existing inventory for a period of [____] days, subject to Supplier's right to repurchase;

(e) Outstanding payment obligations shall become immediately due and payable.

13.7 Survival. The following provisions shall survive termination: Articles 7 (Intellectual Property), 8 (Confidentiality), 10 (Representations and Warranties), 11 (Indemnification), 12 (Limitation of Liability), 14 (Dispute Resolution), and 15 (General Provisions).

ARTICLE 14: DISPUTE RESOLUTION

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Montana, without regard to conflict of law principles.

14.2 Negotiation. The Parties shall attempt to resolve any dispute arising under this Agreement through good-faith negotiations between senior executives within [____] days of written notice of the dispute.

14.3 Mediation. If negotiations fail, the Parties agree to attempt to resolve the dispute through mediation administered by:

☐ American Arbitration Association (AAA)
☐ JAMS
☐ Montana Mediation Association
☐ Other: [________________________________]

The mediation shall take place in [________________________________], Montana.

14.4 Arbitration or Litigation. If mediation fails, the dispute shall be resolved by:

☐ Binding Arbitration administered by [________________________________] in accordance with its Commercial Arbitration Rules. The arbitration shall take place in [________________________________], Montana. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

☐ Litigation in the state or federal courts located in ☐ Lewis and Clark County (Helena) ☐ Yellowstone County (Billings) ☐ [________________________________] County, Montana. Each Party hereby consents to the exclusive jurisdiction and venue of such courts.

14.5 Injunctive Relief. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm, including but not limited to:

(a) Misappropriation of trade secrets under the Montana UTSA (Mont. Code Ann. § 30-14-401 et seq.);

(b) Infringement of intellectual property rights;

(c) Breach of confidentiality obligations.

14.6 Attorneys' Fees. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.

ARTICLE 15: GENERAL PROVISIONS

15.1 Entire Agreement. This Agreement, including all Exhibits attached hereto, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, negotiations, and understandings.

15.2 Amendments. This Agreement may not be amended except by a written instrument signed by both Parties.

15.3 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing. No failure or delay in exercising any right shall operate as a waiver thereof.

15.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

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

15.6 Notices. All notices under this Agreement 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 to such other address as a Party may designate in writing.

15.7 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Neither Party has authority to bind the other or incur obligations on its behalf.

15.8 Force Majeure. Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of governmental authorities, or labor disputes.

15.9 Publicity. Neither Party shall issue any press release or public announcement regarding this Agreement without the prior written consent of the other Party, except as required by law.

15.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

15.11 Electronic Signatures. Electronic signatures shall be valid and enforceable in accordance with the Montana Uniform Electronic Transactions Act (Mont. Code Ann. § 30-18-101 et seq.) and the federal E-SIGN Act (15 U.S.C. § 7001 et seq.).

15.12 Construction. This Agreement shall be construed without regard to any presumption against the Party that drafted it. Headings are for convenience only and shall not affect interpretation.

15.13 Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted assigns. Nothing herein creates any rights in third parties.

ARTICLE 16: EXHIBITS

The following Exhibits are attached hereto and incorporated by reference:

☐ Exhibit A: Products and Services
☐ Exhibit B: Territory
☐ Exhibit C: Trademarks
☐ Exhibit D: Customer Support Requirements
☐ Exhibit E: Minimum Sales Quotas
☐ Exhibit F: Lead Times and Delivery
☐ Exhibit G: Marketing Support and Co-op Funds
☐ Exhibit H: Price List
☐ Exhibit I: Brand Guidelines

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Reseller / Channel Partner Agreement as of the Effective Date first written above.

SUPPLIER:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

RESELLER:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

EXHIBIT A: PRODUCTS AND SERVICES

Products:

Services:

EXHIBIT B: TERRITORY

Geographic Scope:

☐ State of Montana only

☐ Specific Montana counties: [________________________________]

☐ Multi-state region: [________________________________]

☐ Nationwide (United States)

☐ Other: [________________________________]

Excluded Areas (if any): [________________________________]

Exclusive or Non-Exclusive:

☐ Exclusive within Territory
☐ Non-Exclusive within Territory

EXHIBIT C: TRADEMARKS

EXHIBIT D: CUSTOMER SUPPORT REQUIREMENTS

Support Hours: [________________________________]

Response Times:
- Critical Issues: [____] hours
- High Priority: [____] hours
- Medium Priority: [____] hours
- Low Priority: [____] business days

Support Channels:
☐ Phone: [________________________________]
☐ Email: [________________________________]
☐ Online Portal: [________________________________]

EXHIBIT E: MINIMUM SALES QUOTAS

Consequences of Missing Quota:
[________________________________]

EXHIBIT F: LEAD TIMES AND DELIVERY

EXHIBIT G: MARKETING SUPPORT AND CO-OP FUNDS

Market Development Funds (MDF): $[________] annually

Co-op Advertising: [____]% of purchases, up to $[________] annually

Eligible Activities:
☐ Trade show participation
☐ Print advertising
☐ Digital marketing
☐ Direct mail campaigns
☐ Customer events
☐ Other: [________________________________]

EXHIBIT H: PRICE LIST

[Attach current price list or reference Supplier's published price list]

Price List Effective Date: [__/__/____]

Reseller Discount: [____]% off MSRP

EXHIBIT I: BRAND GUIDELINES

[Attach brand guidelines or reference Supplier's published brand guidelines]

Key Requirements:
- Logo minimum size: [________________________________]
- Required color specifications: [________________________________]
- Prohibited uses: [________________________________]
- Approval process: [________________________________]

This template is provided for informational purposes only and does not constitute legal advice. Parties should consult with a licensed Montana attorney before executing this Agreement. This template complies with Montana law as of the last updated date but may require modification based on specific circumstances and subsequent legal developments.