Reseller Agreement

This Reseller Agreement (the "Agreement") is entered into as of effective_date (the "Effective Date") by and between manufacturer_name (the "Manufacturer") and reseller_name (the "Reseller"), collectively referred to as the "Parties."

WHEREAS, Manufacturer designs, develops, and sells certain products and desires to appoint Reseller as an authorized reseller of such products within the territory defined herein; and WHEREAS, Reseller desires to obtain the right to purchase and resell Manufacturer's products on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. Appointment and Territory

1.1 Appointment

Manufacturer hereby appoints Reseller, and Reseller accepts the appointment, as a non-exclusive authorized reseller of the products described in Exhibit A (the "Products") within the territory described in Section 1.2 (the "Territory"). Reseller shall have no authority to bind Manufacturer or to make any representations or commitments on behalf of Manufacturer except as expressly authorized in writing.

1.2 Territory

The Territory for purposes of this Agreement shall be territory. Reseller shall focus its sales and marketing efforts within the Territory and shall not actively solicit sales outside the Territory without Manufacturer's prior written consent. Notwithstanding the foregoing, Reseller shall not be prohibited from accepting unsolicited orders from customers located outside the Territory.

1.3 Non-Exclusivity

The appointment granted hereunder is non-exclusive. Manufacturer reserves the right to appoint other resellers, distributors, or agents within the Territory and to sell the Products directly to customers within the Territory. Manufacturer shall not unreasonably appoint an excessive number of resellers within the Territory to the detriment of Reseller's business.

1.4 Sub-Resellers

Reseller shall not appoint any sub-resellers, sub-distributors, or agents without the prior written consent of Manufacturer. If Manufacturer consents to such appointment, Reseller shall ensure that any sub-reseller complies with all terms and conditions of this Agreement and shall remain fully responsible for the acts and omissions of any sub-reseller.

2. Products and Pricing

2.1 Product List

The Products covered by this Agreement are those listed in Exhibit A, as may be updated by Manufacturer from time to time. Manufacturer reserves the right to add, modify, or discontinue Products upon thirty (30) days' written notice to Reseller. In the event Manufacturer discontinues a Product, Manufacturer shall fulfill all orders placed by Reseller prior to the effective date of discontinuation.

2.2 Pricing

Reseller shall purchase Products from Manufacturer at the prices set forth in the current price list provided by Manufacturer (the "Wholesale Price"). Manufacturer may modify the Wholesale Price upon sixty (60) days' written notice to Reseller, provided that any price increase shall not apply to orders placed by Reseller prior to the effective date of the increase. Reseller shall be free to establish its own resale prices for the Products.

2.3 Minimum Purchase Requirements

Reseller shall purchase a minimum quantity or dollar amount of Products during each calendar quarter as set forth in Exhibit B (the "Minimum Purchase Requirement"). If Reseller fails to meet the Minimum Purchase Requirement for two (2) consecutive quarters, Manufacturer may, at its option, reduce the Territory, convert the appointment to non-exclusive status, or terminate this Agreement upon thirty (30) days' written notice.

2.4 Orders

Reseller shall place orders for Products by submitting written purchase orders to Manufacturer specifying the Products ordered, quantities, requested delivery dates, and shipping instructions. Each purchase order shall be subject to acceptance by Manufacturer. Manufacturer shall confirm or reject each purchase order within five (5) business days of receipt. Manufacturer shall not unreasonably reject any purchase order that conforms to the terms of this Agreement.

3. Payment Terms

3.1 Invoicing and Payment

Manufacturer shall invoice Reseller for each shipment of Products at the applicable Wholesale Price. Reseller shall pay each invoice within thirty (30) days of the invoice date. All payments shall be made in United States Dollars by wire transfer or check to the account designated by Manufacturer.

3.2 Late Payments

Any payment not received by the due date shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. Manufacturer may also suspend further shipments of Products until all overdue amounts are paid in full.

3.3 Taxes

All prices are exclusive of sales, use, excise, value-added, and similar taxes. Reseller shall be responsible for all such taxes applicable to its purchase and resale of the Products. Reseller shall provide Manufacturer with appropriate tax exemption certificates where applicable.

4. Delivery and Risk of Loss

All Products shall be shipped FOB Manufacturer's facility unless otherwise agreed in writing. Title to and risk of loss of the Products shall pass to Reseller upon delivery to the common carrier at Manufacturer's facility. Manufacturer shall use commercially reasonable efforts to meet requested delivery dates but shall not be liable for delays beyond its reasonable control.

Reseller shall inspect all Products upon receipt and shall notify Manufacturer of any shipping damage, shortages, or discrepancies within ten (10) business days of receipt. Failure to provide timely notice shall constitute acceptance of the Products as delivered.

5. Marketing and Promotion

5.1 Marketing Efforts

Reseller shall use commercially reasonable efforts to promote, market, and sell the Products within the Territory. Reseller shall maintain a qualified sales force and adequate facilities to support the sale and service of the Products. Reseller shall participate in Manufacturer's training programs and shall ensure that its sales personnel are knowledgeable about the Products.

5.2 Marketing Materials

Manufacturer shall provide Reseller with marketing materials, product literature, and sales tools at no charge in reasonable quantities. Reseller may develop its own marketing materials, provided that such materials are submitted to Manufacturer for approval prior to use. Manufacturer shall review and respond to requests for approval within fifteen (15) business days.

5.3 Trademarks and Branding

Manufacturer grants Reseller a non-exclusive, non-transferable license to use Manufacturer's trademarks, trade names, logos, and other brand identifiers (the "Marks") solely in connection with the marketing and sale of the Products during the term of this Agreement. Reseller shall use the Marks only in accordance with Manufacturer's trademark usage guidelines and shall not modify the Marks in any way without Manufacturer's prior written consent.

5.4 Market Intelligence

Reseller shall provide Manufacturer with regular reports regarding market conditions, competitive activities, customer feedback, and sales performance within the Territory. Such reports shall be provided quarterly, or more frequently if reasonably requested by Manufacturer.

6. Warranties and Product Support

6.1 Product Warranty

Manufacturer warrants to Reseller that the Products shall conform to Manufacturer's published specifications and shall be free from defects in materials and workmanship for a period specified in the applicable product documentation (the "Warranty Period"). Manufacturer's sole obligation under this warranty shall be, at its option, to repair, replace, or credit Reseller for any defective Products returned to Manufacturer during the Warranty Period.

6.2 Warranty Pass-Through

Reseller may pass through Manufacturer's standard product warranty to its customers, provided that Reseller does not make any warranty representations beyond those expressly authorized by Manufacturer. Reseller shall not modify, extend, or expand Manufacturer's warranty without Manufacturer's prior written consent.

6.3 Product Support

Reseller shall provide first-level product support to its customers, including answering product questions, troubleshooting, and facilitating warranty claims. Manufacturer shall provide second-level support to Reseller for issues that cannot be resolved at the first level. Manufacturer shall provide Reseller with technical training and support documentation as reasonably necessary.

6.4 Returns

All product returns shall be handled in accordance with Manufacturer's standard return policy, as may be updated from time to time. Reseller shall obtain a return merchandise authorization number from Manufacturer prior to returning any Products. Reseller shall bear the cost of shipping returned Products to Manufacturer unless the return is due to a defect covered by Manufacturer's warranty.

7. Intellectual Property

7.1 Ownership

Manufacturer retains all right, title, and interest in and to the Products, including all patents, copyrights, trademarks, trade secrets, and other intellectual property rights therein. Nothing in this Agreement shall be construed as transferring any intellectual property rights from Manufacturer to Reseller, except for the limited trademark license granted in Section 5.3.

7.2 Infringement Indemnification

Manufacturer shall indemnify, defend, and hold harmless Reseller from and against any and all claims that the Products infringe or misappropriate any third party's intellectual property rights, provided that Reseller promptly notifies Manufacturer of any such claim and provides reasonable cooperation in the defense thereof. This indemnification shall not apply to claims arising from Reseller's modification of the Products or use of the Products in combination with other products not approved by Manufacturer.

8. Confidentiality

Each Party agrees to hold in confidence all confidential and proprietary information of the other Party received in connection with this Agreement, including pricing, business plans, customer information, technical data, and trade secrets. Neither Party shall disclose such information to any third party without the prior written consent of the disclosing Party. This obligation shall survive the termination of this Agreement for a period of three (3) years.

The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was already known to the receiving Party at the time of disclosure; (c) is independently developed by the receiving Party; or (d) is rightfully obtained from a third party without restriction.

9. Term and Termination

9.1 Term

This Agreement shall commence on the Effective Date and shall continue for an initial term of two (2) years (the "Initial Term"). Thereafter, this Agreement shall automatically renew for successive one (1) year periods (each, a "Renewal Term") unless either Party provides written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term.

9.2 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice to the other Party if: (a) the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof; (b) the other Party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or (c) the other Party ceases to conduct business in the normal course.

9.3 Termination for Convenience

Either Party may terminate this Agreement for convenience upon ninety (90) days' prior written notice to the other Party. In the event of termination for convenience, Manufacturer shall fulfill all orders placed by Reseller prior to the effective date of termination, and Reseller shall pay for all Products delivered.

9.4 Effect of Termination

Upon termination or expiration of this Agreement: (a) all rights granted to Reseller hereunder shall immediately cease; (b) Reseller shall cease all use of Manufacturer's Marks and marketing materials; (c) Reseller shall have the right to sell any remaining inventory of Products for a period of ninety (90) days following termination; (d) Reseller shall pay Manufacturer for all Products delivered; and (e) each Party shall return or destroy all confidential information of the other Party.

10. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY. EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY RESELLER TO MANUFACTURER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Indemnification

11.1 Manufacturer Indemnification

Manufacturer shall indemnify, defend, and hold harmless Reseller from and against any claims, damages, losses, and expenses arising from: (a) any defect in the Products; (b) Manufacturer's breach of this Agreement; or (c) Manufacturer's negligence or willful misconduct.

11.2 Reseller Indemnification

Reseller shall indemnify, defend, and hold harmless Manufacturer from and against any claims, damages, losses, and expenses arising from: (a) Reseller's breach of this Agreement; (b) Reseller's misrepresentation of the Products; (c) Reseller's modification of the Products without authorization; or (d) Reseller's negligence or willful misconduct.

12. Compliance with Laws

Each Party shall comply with all applicable federal, state, and local laws, regulations, and ordinances in performing its obligations under this Agreement. Reseller shall comply with all applicable export control laws and regulations and shall not export or re-export the Products to any country, entity, or person prohibited by such laws and regulations without the required government authorizations.

13. Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay results from causes beyond the Party's reasonable control, including acts of God, natural disasters, war, terrorism, epidemics, pandemics, government actions, strikes, or shortages of materials or transportation. The affected Party shall promptly notify the other Party and use reasonable efforts to mitigate the impact of the Force Majeure event.

14. General Provisions

14.1 Entire Agreement

This Agreement, together with all exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations.

14.2 Amendments

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

14.3 Assignment

Neither Party may assign this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.

14.4 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state in which Manufacturer's principal place of business is located, without regard to conflict of laws principles.

14.5 Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved first through good faith negotiations. If the dispute cannot be resolved through negotiations within thirty (30) days, either Party may submit the dispute to binding arbitration administered by the American Arbitration Association. The arbitration shall be conducted by a single arbitrator, and the decision shall be final and binding.

14.6 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14.7 Notices

All notices under this Agreement shall be in writing and deemed duly given when delivered personally, sent by confirmed email, or sent by overnight courier.

14.8 Counterparts

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

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

Manufacturer

manufacturer_name

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]

Reseller

reseller_name

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]