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Retailer Agreement

This Retailer Agreement (this "Agreement") is made effective as of , between , of , , ("Seller"), and , of , , ("Retailer").

ITEMS PURCHASED. Seller agrees to offer to Retailer for sale the following products (the "Goods") in accordance with the terms and conditions of this non-exclusive Agreement:

PRICING AND ORDERS. Goods will be ordered at prices and quantities as agreed to by the parties and subject to the terms and conditions of sale and shipment established by the Seller from time to time and in effect at the time Seller accepts the order. The Seller reserves the right to change prices upon reasonable notice to Retailer for subsequent purchases. The Seller agrees to exercise commercially reasonable best efforts to supply Goods to the Retailer in a timely fashion.

SALE OF PRODUCTS. The Seller agrees to sell Goods at the prices indicated herein in accordance with order procedures as may be reasonably communicated by the Seller from time to time. The Seller may amend prices upon notice to Retailer, provided any such amendment shall reflect similar prices applicable to the Goods and contemporaneously offered to other retailers similarly situated.

TAXES. The parties agree that payment of any taxes levied on the Goods (other than taxes based on income) shall be the Retailer's responsibility (including, without limitation, federal, state, local, use or similar taxes), and the Retailer shall report and pay such taxes to the appropriate taxing authority as required by law.

RETAIL STORE FACILITIES. Retailer will offer Goods from its retail stores locations as mutually agreed by the parties in accordance with terms set forth in the Agreement. Retailer will provide the Seller with an updated list of all Facilities selling Goods.

PAYMENT. Payment shall be made to ., in the amount of agrees to pay

Payment terms for Goods purchased hereunder shall be

In addition to any other right or remedy provided by law, if fails to pay for the Goods when due, has the option to treat such failure to pay as a material breach of this Agreement, and may cancel this Agreement and/or seek legal remedies.

DELIVERY. Time is of the essence in the performance of this Agreement. arrange for delivery, by carrier chosen by Seller, make the Goods available to Retailer

WARRANTIES. Retailer shall be entitled to any manufacturer warranties generally offered in connection with the products, subject to their terms and enforceability.

SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

INSPECTION. The Retailer, upon receiving possession of the Goods, shall have a reasonable opportunity to inspect the Goods to determine if the Goods conform to the requirements of this Agreement. If the Retailer, in good faith, determines that all or a portion of the Goods are non-conforming, the Retailer may return the Goods to the Seller at the The Retailer must provide written notice to the Seller of the reason for rejecting the Goods. The Seller will have days from the return of the Goods to remedy such defects under the terms of this Agreement.

INTELLECTUAL PROPERTY. Retailer shall obtain no right, title or interest in or to any of the proprietary rights of the Seller, Goods manufacturers or their licensors, including without limitation, rights in or to the trademarks, trade names, slogans, logos, copyrights and patents owned, registered, pending registration or used by any of them. Any such use of such intellectual property shall be by prior written consent and according to policies and guidelines communicated by the Seller.

TERMINATION. This Agreement is perpetual but may be terminated as to any party, for or without cause, upon days written notice to the other.

DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement:

REMEDIES ON DEFAULT. In addition to any and all other rights available according to law, if either party defaults by failing to substantially perform any material provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may elect to cancel this Agreement if the default is not cured within days after providing written notice to the defaulting party. The notice shall describe with sufficient detail the nature of the default.

DUTY TO COOPERATE. The Retailer will cooperate with any requests from the Seller regarding governmental inquiries or investigation requests.

NOTICES. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the addresses listed above or to such other address as one party may have furnished to the other in writing. The notice shall be deemed received when delivered or signed for, or on the third day after mailing if not signed for.

ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and signed by both parties.

SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

APPLICABLE LAW. This Agreement shall be governed by the laws of the State of .

SIGNATURES. This Agreement shall be signed on behalf of by , and on behalf of by .