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Client & Service Agreements

Supplier Agreement

A signed two-party supplier agreement governing purchase orders from a product supplier or merchant, covering fulfillment, returns, customer service, insurance, IP, confidentiality, data security, and indemnification, with a mutual amendment clause and signature blocks.

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Supplier Agreement

This Supplier Agreement (this “Agreement”) is entered into as of ____, 20__ (the “Effective Date”), by and between [COMPANY], a [COMPANY STATE] [COMPANY ENTITY TYPE] with its principal place of business at [COMPANY ADDRESS] (“Company”), and [SUPPLIER NAME], a [MERCHANT STATE] [MERCHANT ENTITY TYPE] with its principal place of business at [MERCHANT ADDRESS] (“Merchant”). Company and Merchant may each be referred to herein individually as a “Party” and collectively as the “Parties”.

This Agreement governs and controls each order form (each, an “Order Form”, and collectively, “Order Forms”) entered into by and between Company and Merchant. All Order Forms and Assortment Documents (as defined below) entered into by the Parties are incorporated into and form a part of this Agreement. In the event of any conflict between this Agreement and any Order Form, this Agreement will prevail, unless the Order Form specifically states otherwise. This Agreement may be amended only by a written instrument signed by both Parties.

The Parties agree as follows:

1. DEFINITIONS: For purposes of this Agreement the following definitions shall apply:

"Cancel Date" means the date on which Company may cancel an Order Form with no further obligation if Products are not ready for pickup by common carrier by the end of the Fulfillment Timeline set forth in the Order Form.

"Collateral" means all Company-branded packaging and shipping items, and other items that Company provides to Merchant to include in Product shipments sent directly to Customers.

“Confidential Information” means any information, technical data, or know-how that is disclosed by a party to this Agreement (the “Disclosing Party”) to the other party (the “Receiving Party”) or that is otherwise learned by the Receiving Party in the course of its business dealings with the Disclosing Party, and that has been identified as being proprietary and/or confidential or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as proprietary and/or confidential, including, without limitation, data regarding sales, promotional performance, customers, financials, research and development, brand market standing, and all information concerning the existence and progress of the parties' dealings. For the avoidance of doubt, all Customer Data is Company’s Confidential Information. Confidential Information does not include information, technical data or know-how that (a) other than Customer Data, is or becomes publicly available without breach of this Agreement; (b) can be shown by documentation to have been rightfully known to the Receiving Party prior to its receipt from the Disclosing Party; (c) is rightfully received from a third party who did not acquire or disclose such information by a wrongful or tortious act; or (d) can be shown by documentation to have been developed by the Receiving Party without reference to any Confidential Information.

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