White Label / OEM Agreement

This White Label / OEM Agreement (this "Agreement") is entered into as of effective_date (the "Effective Date"), by and between:

provider_name (the "Provider"); and

reseller_name (the "Reseller").

The Provider and the Reseller are each referred to herein as a "Party" and collectively as the "Parties." This Agreement governs the terms under which the Reseller may rebrand and distribute the Provider's product known as product_name (the "Product").

1. Definitions

"Product" means the product_name software, platform, or service developed and maintained by the Provider, including all features, functionality, updates, patches, and enhancements made available during the term of this Agreement.

"White Label Product" means the Product as rebranded and customized by or for the Reseller in accordance with Section 3 of this Agreement.

"End Customer" means any customer, client, or end user of the Reseller who accesses or uses the White Label Product.

"Territory" means territory, the geographic area in which the Reseller is authorized to market and distribute the White Label Product.

"Provider Marks" means the Provider's trademarks, service marks, logos, and trade names.

"Reseller Marks" means the Reseller's trademarks, service marks, logos, and trade names.

"Order Form" means any written or electronic order form, statement of work, or purchase order executed by the Parties that references this Agreement and specifies the products, services, pricing, and other terms applicable to a particular transaction.

2. License Grant

2.1 White Label License

Subject to the terms and conditions of this Agreement, the Provider hereby grants the Reseller a non-exclusive, non-transferable license to: (a) rebrand the Product with the Reseller Marks; (b) market, promote, distribute, and sublicense the White Label Product to End Customers within the Territory; (c) provide first-level support to End Customers; and (d) access and use the Product's documentation, APIs, and administrative tools for the purposes contemplated by this Agreement.

2.2 Exclusivity

The license granted herein is non-exclusive unless otherwise specified in an Order Form. The Provider retains the right to distribute the Product directly and to authorize other resellers, white label partners, and OEM partners to distribute the Product in any territory, including the Territory.

The Reseller may request exclusive rights to the Territory by entering into a separate exclusivity addendum, which shall specify minimum sales commitments, marketing investment requirements, and other terms necessary to maintain exclusivity.

2.3 Restrictions

The Reseller shall not: (a) reverse engineer, decompile, or disassemble the Product; (b) modify the Product's core functionality without the Provider's written consent; (c) sublicense or distribute the Product outside the Territory; (d) remove or alter any proprietary notices embedded in the Product; (e) use the Product to develop a competing product or service; (f) exceed the usage limits specified in the applicable Order Form; or (g) permit any End Customer to access the Product's source code.

3. Branding and Customization

3.1 Rebranding Rights

The Reseller shall have the right to rebrand the Product with the Reseller Marks, including replacing the Provider's logos, color schemes, domain names, and other visual elements with the Reseller's own branding. The Provider shall provide the Reseller with branding customization tools or templates to facilitate this process.

3.2 Customization

The Reseller may request customizations to the Product's features, functionality, user interface, or workflows. Customization requests shall be submitted in writing and shall be subject to the Provider's review, approval, and pricing. Standard customizations (color, logo, domain) shall be included at no additional cost. Advanced customizations may be subject to additional development fees as specified in an Order Form.

3.3 Branding Guidelines

The Reseller shall comply with the Provider's branding guidelines as communicated in writing from time to time. The Reseller shall not use the Provider Marks in connection with the White Label Product without the Provider's prior written consent, and shall ensure that End Customers associate the White Label Product with the Reseller, not the Provider.

The Provider shall not use the Reseller Marks without the Reseller's prior written consent, except as necessary to provide services under this Agreement.

3.4 White Label Integrity

The Provider shall ensure that the White Label Product does not contain any references to the Provider's brand, name, or identity that are visible to End Customers, unless the Reseller opts to include a "Powered by provider_name" badge or similar attribution.

4. Pricing and Minimums

4.1 Wholesale Pricing

The Reseller shall pay the Provider wholesale pricing for the Product as specified in the applicable Order Form. Wholesale pricing shall be based on the number of End Customers, usage volume, or other metrics as agreed upon by the Parties.

4.2 Reseller Pricing

The Reseller shall have full discretion to set the pricing for the White Label Product charged to End Customers, provided that the Reseller's pricing shall not be lower than any minimum retail price specified in the Order Form. The Provider shall have no right to approve, modify, or dictate the Reseller's End Customer pricing, except with respect to minimum retail prices.

4.3 Minimum Commitments

The Reseller shall meet the minimum purchase commitments specified in the applicable Order Form (the "Minimum Commitments"). If the Reseller fails to meet the Minimum Commitments in any calendar quarter, the Provider may: (a) charge the Reseller the difference between actual purchases and the Minimum Commitment; (b) reduce the Reseller's discount tier; or (c) terminate this Agreement upon sixty (60) days' written notice.

4.4 Payment Terms

The Reseller shall pay all invoices within thirty (30) days of the invoice date. Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month. The Provider reserves the right to suspend access to the Product if any invoice is more than sixty (60) days past due.

4.5 Revenue Reporting

The Reseller shall provide the Provider with monthly reports detailing the number of End Customers, usage metrics, and revenue generated from the White Label Product. Reports shall be provided within fifteen (15) days of the end of each calendar month.

4.6 Audit Rights

The Provider shall have the right, upon thirty (30) days' notice, to audit the Reseller's books and records relating to Gross Revenue and usage metrics, no more than once per year. If an audit reveals an underpayment exceeding five percent (5%), the Reseller shall reimburse the Provider for the cost of the audit in addition to paying the deficiency plus interest.

4.7 Refunds and Chargebacks

The Reseller shall be solely responsible for handling refunds and chargebacks from End Customers. Wholesale fees paid to the Provider for End Customers who receive refunds or chargebacks shall not be refundable unless the refund is attributable to a Product defect or Provider service failure.

5. Support

5.1 First-Level Support

The Reseller shall provide first-level (Tier 1) customer support directly to End Customers. First-level support includes: responding to End Customer inquiries; troubleshooting basic issues; guiding End Customers through product features and functionality; and documenting support requests and resolutions.

5.2 Second-Level Support

The Provider shall provide second-level (Tier 2) technical support to the Reseller for issues that cannot be resolved through first-level support. The Provider shall respond to Tier 2 support escalations within the timeframes specified in Section 6 (SLA).

5.3 Training

The Provider shall provide initial training to the Reseller's support team on the Product's features, functionality, and troubleshooting procedures. The Provider shall also provide updated training materials when significant product updates are released. Initial training shall be provided at no additional cost; additional training sessions may be subject to fees as specified in an Order Form.

5.4 Support Documentation

The Provider shall provide the Reseller with comprehensive support documentation, including troubleshooting guides, FAQ databases, known issue lists, and escalation procedures. Documentation shall be updated concurrently with Product releases.

5.5 Support Hours

The Provider's Tier 2 support shall be available during business hours (9:00 AM to 6:00 PM, Provider's local time, Monday through Friday, excluding Provider's observed holidays). Critical issue support (Product completely unavailable) shall be available 24/7 via an on-call escalation procedure provided by the Provider.

6. Service Level Agreement (SLA)

6.1 Uptime

The Provider shall maintain Product uptime of at least ninety-nine point nine percent (99.9%) per calendar month, excluding scheduled maintenance. Scheduled maintenance shall be performed during off-peak hours and with at least 72 hours' advance notice to the Reseller.

6.2 Response Times

The Provider shall respond to support escalations within the following timeframes: Critical issues (Product is unavailable for all End Customers): one (1) hour response, four (4) hours to resolution or workaround. High issues (significant feature is impaired): four (4) hours response, one (1) business day to resolution. Medium issues (minor feature impairment): one (1) business day response, five (5) business days to resolution. Low issues (cosmetic or minor): two (2) business days response, best-effort resolution.

6.3 SLA Credits

If the Provider fails to meet the uptime commitment, the Reseller shall be entitled to service credits: for uptime between 99.0% and 99.9%, a credit of ten percent (10%) of the monthly fees; for uptime between 95.0% and 99.0%, a credit of twenty-five percent (25%); for uptime below 95.0%, a credit of fifty percent (50%). SLA credits shall be applied to the next invoice and are the Reseller's sole remedy for uptime failures.

7. Updates and Maintenance

7.1 Product Updates

The Provider shall make available to the Reseller all updates, patches, bug fixes, and minor enhancements to the Product at no additional cost. Major new features or modules may be offered at additional cost as specified in an Order Form.

7.2 Backward Compatibility

The Provider shall use commercially reasonable efforts to maintain backward compatibility with the Reseller's customizations and integrations when releasing Product updates. If a Product update will break backward compatibility, the Provider shall provide the Reseller with at least sixty (60) days' advance notice and reasonable migration assistance.

7.3 End of Life

If the Provider intends to discontinue the Product or any material feature thereof, the Provider shall provide the Reseller with at least twelve (12) months' advance written notice and shall continue to provide maintenance and support during the notice period.

8. Intellectual Property

8.1 Provider IP

The Provider retains all right, title, and interest in and to the Product, including all patents, copyrights, trademarks, trade secrets, and other intellectual property rights. Nothing in this Agreement shall be construed to transfer any ownership of the Product to the Reseller.

8.2 Reseller IP

The Reseller retains all right, title, and interest in and to the Reseller Marks, the Reseller's customer relationships, and any content, data, or materials created by the Reseller in connection with the White Label Product, excluding the underlying Product.

8.3 End Customer Data

All data input, uploaded, or generated by End Customers through the White Label Product ("End Customer Data") shall be owned by the respective End Customers or the Reseller, as determined by the Reseller's agreements with its End Customers. The Provider shall not access, use, or disclose End Customer Data except as necessary to provide the Product services and as permitted by this Agreement.

8.4 IP Indemnification

The Provider shall indemnify the Reseller against any third-party claims that the Product infringes such third party's intellectual property rights. The Reseller shall indemnify the Provider against claims arising from the Reseller's branding, customizations, or marketing materials.

9. Data Processing and Privacy

9.1 Data Protection

The Provider shall process End Customer Data in accordance with applicable data protection laws, including GDPR, CCPA, and similar regulations. The Provider shall implement appropriate technical and organizational measures to ensure the security and confidentiality of End Customer Data.

9.2 Data Processing Agreement

The Parties shall execute a Data Processing Agreement (DPA) addressing the Provider's processing of personal data on behalf of the Reseller and its End Customers. The DPA shall be incorporated into this Agreement by reference and shall comply with applicable data protection laws.

9.3 Sub-Processors

The Provider shall maintain a list of sub-processors and shall notify the Reseller at least thirty (30) days before engaging any new sub-processor. The Reseller shall have the right to object to a new sub-processor on reasonable grounds related to data protection.

9.4 Data Breach Notification

The Provider shall notify the Reseller within forty-eight (48) hours of becoming aware of any data breach affecting End Customer Data. The notification shall include the nature of the breach, the categories and approximate number of records affected, and the measures taken to address the breach.

10. Warranties and Disclaimers

The Provider warrants that: (a) the Product will perform substantially in accordance with the documentation; (b) the Provider has the right to grant the license herein; (c) the Product will not infringe the intellectual property rights of any third party; and (d) the Product will comply with applicable data protection laws.

EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE PRODUCT IS PROVIDED "AS IS" AND THE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE RESELLER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

THIS LIMITATION SHALL NOT APPLY TO: (A) BREACHES OF CONFIDENTIALITY; (B) INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS; (C) THE RESELLER'S PAYMENT OBLIGATIONS; OR (D) EITHER PARTY'S WILLFUL MISCONDUCT.

12. Non-Compete

During the term of this Agreement and for twelve (12) months thereafter, the Reseller shall not develop, market, or distribute any product or service that directly competes with the core functionality of the Product, using knowledge, trade secrets, or proprietary information obtained from the Provider under this Agreement.

This non-compete restriction shall not prevent the Reseller from: (a) continuing to offer products or services that the Reseller offered prior to the Effective Date; (b) developing new products or services that do not directly compete with the Product's core functionality; or (c) engaging in the Reseller's general business operations.

13. Confidentiality

Each Party shall hold in confidence all non-public information received from the other Party in connection with this Agreement, including pricing, technical specifications, customer data, and business strategies. Confidential information shall not be disclosed to third parties without the disclosing Party's prior written consent, except to employees, contractors, and advisors who need to know and are bound by confidentiality obligations.

The obligations of confidentiality shall not apply to information that is publicly available, was known prior to disclosure, is independently developed, or is required to be disclosed by law.

The confidentiality obligations shall survive the termination or expiration of this Agreement for a period of three (3) years, or for so long as the information remains a trade secret, whichever is longer.

14. Term and Termination

14.1 Term

This Agreement shall commence on the Effective Date and continue for an initial term of twenty-four (24) months (the "Initial Term"). After the Initial Term, this Agreement shall automatically renew for successive twelve-month periods unless either Party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term.

14.2 Termination for Cause

Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice.

14.3 Termination for Convenience

Either Party may terminate this Agreement for convenience upon ninety (90) days' written notice. If the Reseller terminates for convenience during the Initial Term, the Reseller shall pay the remaining Minimum Commitments for the Initial Term.

14.4 Transition Period

Upon termination or expiration, the Provider shall provide a transition period of not less than ninety (90) days during which: (a) the Product shall remain available to End Customers; (b) the Reseller may migrate End Customers to an alternative solution; and (c) the Provider shall provide the Reseller with a complete export of all End Customer Data in a standard, machine-readable format.

15. General Provisions

15.1 Entire Agreement

This Agreement, together with all Order Forms, constitutes the entire agreement between the Parties regarding the subject matter hereof.

15.2 Amendments

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

15.3 Assignment

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

15.4 Governing Law

This Agreement shall be governed by the laws of the state in which the Provider is headquartered, without regard to conflict of law principles.

15.5 Severability

If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15.6 Notices

All notices shall be in writing and deemed given when delivered personally, by confirmed email, or by overnight courier to the addresses provided by each Party.

15.7 Force Majeure

Neither Party shall be liable for failures caused by events beyond its reasonable control, including natural disasters, acts of government, war, pandemics, or internet outages.

15.8 Counterparts

This Agreement may be executed in counterparts. Electronic signatures shall be deemed original signatures for all purposes.

IN WITNESS WHEREOF, the Parties have executed this White Label / OEM Agreement as of the Effective Date.

Provider

provider_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]