In this Agreement, unless the context otherwise requires, the following expressions shall bear the meanings respectively ascribed to them below.

"Products" shall mean the goods, items, articles, software and/or related offerings manufactured, produced, supplied, or distributed by the Supplier and listed in the Supplier's then-current price list, as such list may be amended, updated, supplemented, or replaced from time to time by the Supplier upon reasonable prior written notice to the Reseller, together with any new or modified items which the Supplier may introduce during the term of this Agreement.

"Territory" shall mean the geographical area comprising [Territory Description], within which the Reseller is granted the exclusive right to market, promote, distribute, and resell the Products in accordance with the terms and conditions of this Agreement.

"Customer" shall mean any natural or legal person, firm, entity, or organization located within the Territory to whom or to which the Reseller sells, resells, licenses, or otherwise supplies the Products pursuant to this Agreement, whether as an end user, intermediate purchaser, or otherwise permitted recipient.

"List Price" shall mean the recommended retail or published price of each Product, as set forth in the Supplier's then-current price list from time to time in force, expressed in [Currency], exclusive of taxes, duties, levies, shipping, insurance, and any other charges unless expressly stated otherwise.

"Confidential Information" shall mean any and all information, data, know-how, trade secrets, technical, commercial, financial, operational, or strategic information disclosed by one Party to the other, whether in oral, written, electronic, visual, or any other form, whether or not marked as "confidential", which by its nature or the circumstances of its disclosure ought reasonably to be regarded as confidential.

"Intellectual Property Rights" shall mean all patents, utility models, rights to inventions, copyrights and related rights, trademarks, trade names, service marks, domain names, rights in get-up, rights in goodwill, rights in designs, database rights, rights in computer software, moral rights, rights to use and protect confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered, including all applications for and renewals or extensions of such rights, worldwide.

Headings in this Agreement are for convenience of reference only and shall not affect the interpretation or construction hereof. References to the singular include the plural and vice versa, and references to any gender include every gender. References to "writing" or "written" include email and other durable electronic means. Any phrase introduced by the terms "including", "include", "in particular", or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

Subject to the terms and conditions of this Agreement, the Supplier hereby appoints the Reseller as its exclusive reseller of the Products within the Territory, and the Reseller hereby accepts such appointment on an exclusive basis.

During the term of this Agreement, the Supplier shall not, directly or indirectly, (i) appoint any other reseller, distributor, agent, or representative for the Products within the Territory; (ii) sell, supply, market, promote, or distribute the Products to any third party within the Territory; nor (iii) solicit or accept orders from Customers located within the Territory, and shall refer all such enquiries, leads, and orders to the Reseller without undue delay.

The Reseller is hereby granted the right to resell the Products in its own name and for its own account to Customers within the Territory, and to represent itself as the authorized exclusive reseller of the Products in the Territory.

The Reseller shall not be deemed to be the agent, employee, partner, joint venturer, or legal representative of the Supplier for any purpose whatsoever, and nothing in this Agreement shall be construed as creating any such relationship, nor shall the Reseller have any authority to bind the Supplier or to incur any obligation on the Supplier's behalf, save as expressly authorized in writing by the Supplier.

The grant of exclusive rights hereunder shall apply to all Products, including any new models, versions, variants, or successor products introduced by the Supplier during the term of this Agreement, which shall be deemed automatically included within the scope of this Agreement upon their commercial release.

The Reseller shall be entitled, at its sole discretion, to appoint sub-resellers, dealers, or sub-distributors within the Territory for the resale of the Products, provided that the Reseller shall remain fully responsible for the acts and omissions of any such sub-appointees as if they were its own.

The Supplier represents and warrants that it has full right, power, and authority to grant the exclusive rights conferred upon the Reseller under this Agreement, free from any pre-existing agreements, encumbrances, or third-party rights that would impair, restrict, or diminish the Reseller's enjoyment of such exclusivity.

The Reseller shall purchase the Products from the Supplier at a price equal to the applicable List Price less a fixed discount of [Discount Percentage] percent ([__]%) (the "Reseller Discount"), which discount shall remain fixed and shall not be reduced, varied, or withdrawn during the term of this Agreement without the Reseller's prior written consent.

All prices quoted are exclusive of applicable taxes, duties, and governmental charges, which, where lawfully payable, shall be borne by the party upon which such obligation is imposed by applicable law; provided, however, that the Supplier shall bear all taxes, charges, and levies imposed upon it in respect of its manufacture, sale, or export of the Products.

The Supplier may revise the List Price from time to time; provided that any such revision shall be notified to the Reseller in writing not less than [Notice Period] days in advance, and shall not apply to orders already placed or confirmed prior to the effective date of such revision.

The Reseller shall remain free to determine, in its sole and absolute discretion, the resale prices, terms, and conditions upon which it offers and sells the Products to Customers, and nothing in this Agreement shall oblige the Reseller to adhere to any suggested or recommended resale price communicated by the Supplier.

Payment for Products ordered shall be made by the Reseller within [Payment Period] days from the date of the Supplier's correctly rendered invoice, which invoice shall be issued no earlier than the date of delivery of the relevant Products.

The Supplier shall issue invoices in [Currency], and payment shall be made by bank transfer to the bank account designated by the Supplier in writing. The Reseller shall be entitled to withhold payment of any amount reasonably disputed in good faith, provided that it notifies the Supplier of the nature and basis of such dispute within a reasonable time.

The Reseller shall not be liable to pay any interest, penalty, or late payment charge on any sum invoiced incorrectly, in respect of defective Products, or in respect of sums the subject of a bona fide dispute, until such dispute is finally resolved between the Parties.

The exclusive appointment granted to the Reseller shall apply strictly within the Territory, and the Reseller shall use commercially reasonable efforts to promote and sell the Products throughout the Territory.

For the duration of this Agreement and subject to applicable law, the Supplier covenants that it shall not, within the Territory: (i) manufacture, market, promote, sell, supply, or distribute the Products or any directly competing products, whether directly or indirectly; (ii) establish or operate any branch, subsidiary, affiliate, agency, or representative office engaged in the sale of the Products; nor (iii) authorize, license, or permit any third party to engage in any of the foregoing activities.

The Supplier shall promptly forward to the Reseller all enquiries, requests for quotations, orders, and leads received from Customers or prospective Customers located within the Territory, and shall actively support the Reseller's efforts to convert such opportunities.

The Reseller shall not be prohibited from accepting unsolicited enquiries or orders from Customers located outside the Territory, and may, at its discretion, service such Customers in accordance with applicable law.

Any encroachment, violation, or breach of the Reseller's exclusivity by the Supplier or by any third party claiming through the Supplier shall entitle the Reseller to seek any and all remedies available at law or in equity, including injunctive relief, damages, and termination of this Agreement for cause.

The Reseller shall be entitled, as part of the compensation for its exclusivity, to receive from the Supplier a commission or compensatory payment equal to the Reseller Discount applied to the net invoice value of any sales made by the Supplier or any third party within the Territory in breach of the exclusivity granted hereunder, without prejudice to any further damages or remedies.

The exclusivity granted hereunder shall not be contingent upon the achievement of any minimum sales target, quota, or purchase commitment unless expressly agreed by the Reseller in writing.

The Reseller shall use commercially reasonable efforts to market, promote, and sell the Products within the Territory, consistent with its ordinary business practices as a sole trader and taking into account prevailing market conditions.

The Reseller shall conduct its business in a professional manner and in compliance with all applicable laws and regulations in force within the Territory, and shall not engage in any conduct that would reasonably be expected to bring the Products or the Supplier's name into disrepute.

The Reseller shall maintain reasonable records of its sales of the Products sufficient to enable the computation of amounts owing under this Agreement, and shall, upon reasonable prior written notice, make such records available to the Supplier for inspection, provided that any such inspection shall be conducted at the Supplier's cost, during normal business hours, and no more than once per calendar year.

The Reseller shall promptly notify the Supplier of any material complaints, claims, or notices received from Customers or governmental authorities concerning the Products, and shall cooperate reasonably with the Supplier in the handling thereof.

The Reseller shall not be required to maintain minimum stock levels, premises, personnel, or facilities of any particular specification, save as the Reseller may determine in its own commercial judgment to be appropriate for the conduct of its business.

The Reseller shall be entitled to use its own branding, trade name, and commercial identity in connection with the resale of the Products, in addition to such use of the Supplier's trademarks as is permitted under this Agreement.

Any sales targets, forecasts, or projections communicated between the Parties shall be indicative only and shall not constitute binding obligations upon the Reseller unless expressly agreed in writing and signed by both Parties.

The Supplier warrants that all Products supplied under this Agreement shall: (i) conform in all material respects with the Supplier's published specifications; (ii) be of satisfactory quality and merchantable; (iii) be fit for the purposes for which products of that kind are commonly supplied; (iv) be free from defects in design, materials, and workmanship; and (v) comply with all applicable laws, regulations, and standards applicable to their manufacture and sale.

The warranty period for each Product shall be the longer of (i) [Warranty Period] months from the date of delivery to the Customer, or (ii) the warranty period published by the Supplier for such Product, and shall extend to the benefit of the Reseller and its Customers.

If any Product is found to be defective, non-conforming, damaged in transit, or otherwise fails to meet the warranties set forth in this Agreement, the Reseller shall be entitled, at its election, to (i) return the Product for a full refund of the purchase price (including all shipping and handling charges incurred); (ii) require replacement at the Supplier's cost; or (iii) require repair at the Supplier's cost, in each case without prejudice to any further rights or remedies.

The Supplier shall bear all costs of return shipment, replacement shipment, repair, and any ancillary expenses associated with defective, non-conforming, or damaged Products, including any reasonable costs incurred by the Reseller in handling Customer returns.

The Reseller shall be entitled to accept returns from Customers in accordance with its own return policy and applicable consumer protection laws, and the Supplier shall indemnify and reimburse the Reseller for the invoice value of all Products returned by Customers on account of defects, non-conformity, or breach of warranty.

The Supplier shall promptly notify the Reseller of any defect, recall, hazard, or safety issue affecting any Product, and shall bear all costs associated with any recall, retrofit, or corrective action, including the Reseller's reasonable administrative and logistical costs.

The warranties set forth in this section are in addition to, and not in limitation of, any statutory warranties, implied warranties, or Customer rights, and shall survive acceptance of and payment for the Products.

The Supplier shall supply the Products to the Reseller in accordance with the terms of this Agreement, in such quantities as the Reseller may order from time to time, and shall use all reasonable efforts to meet the delivery dates agreed with the Reseller.

The Supplier shall maintain adequate production capacity, inventory, and supply chain resources to meet the Reseller's reasonably foreseeable requirements for the Products within the Territory.

The Supplier shall provide the Reseller, free of charge, with such product information, specifications, technical documentation, user manuals, marketing materials, promotional samples, and sales support as the Reseller may reasonably require for the proper performance of its obligations hereunder, in such languages as are commercially appropriate for the Territory.

The Supplier shall promptly notify the Reseller of any material changes to the Products, including changes in specifications, discontinuation of any Product, introduction of new Products, or modifications to packaging or labeling.

The Supplier shall ensure that all Products supplied to the Reseller comply with all applicable laws, regulations, standards, and certification requirements applicable to their manufacture, sale, importation, and use within the Territory, and shall provide the Reseller with all necessary certificates, declarations, and documentation to evidence such compliance.

The Supplier shall not, during the term of this Agreement, enter into any arrangement, agreement, or understanding with any third party that would conflict with, derogate from, or diminish the rights granted to the Reseller hereunder, in particular the exclusivity within the Territory.

The Supplier shall maintain appropriate product liability insurance with a reputable insurer in such amounts as are customary for its industry, and shall provide the Reseller with evidence of such insurance upon written request.

The Supplier shall indemnify and hold the Reseller harmless from and against all costs, expenses, and liabilities arising from any failure by the Supplier to perform its obligations under this section.

The Supplier hereby grants to the Reseller, during the term of this Agreement, a non-exclusive, royalty-free, non-transferable license to use the trademarks, trade names, logos, and other distinctive signs of the Supplier (the "Supplier Marks") solely for the purpose of marketing, promoting, and reselling the Products within the Territory in accordance with this Agreement.

The Reseller shall use the Supplier Marks in substantial conformity with such reasonable guidelines as the Supplier may provide in writing from time to time, and shall not alter, modify, or deface the Supplier Marks or any notices affixed to the Products.

All goodwill arising from the Reseller's use of the Supplier Marks shall inure to the benefit of the Supplier, and the Reseller shall not acquire any proprietary rights in the Supplier Marks save as expressly granted hereunder.

The Reseller shall retain all right, title, and interest in and to its own name, trade names, trademarks, logos, website content, Customer lists, and marketing materials developed by it, and nothing in this Agreement shall transfer or license any such rights to the Supplier.

The Supplier represents and warrants that it is the lawful owner of, or has the lawful right to license, all Intellectual Property Rights in the Products and the Supplier Marks, and that the use thereof by the Reseller in accordance with this Agreement shall not infringe any third-party rights.

The Supplier shall indemnify, defend, and hold the Reseller harmless from and against any and all claims, actions, proceedings, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with any allegation that the Products, the Supplier Marks, or the Reseller's authorized use thereof infringes the Intellectual Property Rights of any third party.

The Supplier shall promptly notify the Reseller of any infringement or threatened infringement of its Intellectual Property Rights of which it becomes aware within the Territory, and shall take appropriate action, at its own cost, to protect such rights.

Upon termination or expiry of this Agreement, the Reseller shall cease all use of the Supplier Marks within a reasonable transition period, save that the Reseller may continue to use the Supplier Marks to the extent necessary to sell off any remaining stock of Products in its possession.

The Reseller shall place orders for Products by submitting purchase orders to the Supplier in writing (including by email or any ordering portal provided by the Supplier), specifying the Products ordered, the quantities, the requested delivery dates, and the delivery location.

Each purchase order shall be deemed accepted by the Supplier unless rejected in writing within [Order Acknowledgement Period] business days of receipt, and the Supplier shall not unreasonably reject any order for Products that are then available for sale.

The Supplier shall deliver the Products to the location specified by the Reseller in the relevant purchase order, in good condition, properly packaged for transit, and accompanied by all documentation customarily supplied with the Products.

Risk in the Products shall pass to the Reseller upon delivery to the agreed delivery location, and title in the Products shall pass to the Reseller upon the earlier of (i) delivery, or (ii) receipt by the Supplier of payment in full for the relevant Products.

Time of delivery shall be of the essence, and the Reseller shall be entitled to reject any Products not delivered within a reasonable period after the agreed delivery date, without liability and without prejudice to any other rights or remedies.

The Reseller shall inspect the Products within a reasonable period following delivery and shall notify the Supplier of any shortages, defects, damage, or non-conformity within [Inspection Period] days of delivery; provided that no such notification period shall limit the Reseller's rights in respect of latent defects or defects which could not reasonably have been discovered upon inspection.

The Supplier shall bear all costs of delivery, insurance, and transportation to the agreed delivery location, together with all applicable export, import, and customs duties and formalities, unless otherwise expressly agreed in writing.

The Supplier shall, at its own cost, provide the Reseller with such initial and ongoing training as the Reseller may reasonably require to enable it, and its personnel and sub-resellers, to market, sell, install, and support the Products effectively within the Territory.

The Supplier shall provide the Reseller with first-line and second-line technical support services for the Products during the Supplier's standard business hours, and shall respond to support requests from the Reseller within commercially reasonable timeframes.

The Supplier shall make available to the Reseller, free of charge, access to its technical documentation, knowledge base, software updates, patches, and such other technical resources as are reasonably necessary for the Reseller to perform its obligations under this Agreement.

The Supplier shall promptly inform the Reseller of any technical issues, bugs, defects, or operational problems affecting the Products, and shall use its best efforts to provide fixes, workarounds, or replacements in a timely manner.

Training sessions provided by the Supplier shall be conducted at times and in formats (including in-person and remote delivery) reasonably agreed between the Parties, and the Supplier shall bear all costs of its trainers, materials, and travel, save that the Reseller shall bear the cost of its own personnel's time and travel.

The Supplier shall, upon request, provide the Reseller with demonstration units, evaluation samples, and loan equipment on reasonable terms to facilitate the Reseller's sales and marketing activities within the Territory.

Where the Supplier offers extended warranties, maintenance services, or support contracts to end users, the Reseller shall be entitled to resell such services as part of its offering, and shall receive the same fixed discount thereon as applies to the Products.

Each Party (the "Receiving Party") undertakes that it shall not at any time disclose to any person any Confidential Information of the other Party (the "Disclosing Party"), save as expressly permitted by this Agreement.

The Receiving Party may disclose Confidential Information: (i) to its employees, officers, agents, sub-resellers, advisers, or contractors who need to know such information for the purposes of performing the Receiving Party's obligations or exercising its rights under this Agreement, provided that such persons are bound by obligations of confidentiality substantially equivalent to those contained herein; and (ii) as required by law, court order, or regulatory authority, provided that, where lawful, the Receiving Party gives the Disclosing Party reasonable prior notice.

The obligations of confidentiality shall not apply to information which: (i) is or becomes publicly available other than through breach of this Agreement; (ii) was lawfully in the possession of the Receiving Party before disclosure; (iii) is lawfully obtained from a third party free of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without reference to the Confidential Information.

The Receiving Party shall use the Confidential Information only for the purposes of performing this Agreement and shall not use it for any other purpose, nor for its own benefit or the benefit of any third party.

The Receiving Party shall apply at least the same degree of care to protect the Confidential Information as it applies to its own confidential information of similar importance, and in any event no less than a reasonable degree of care.

The obligations of confidentiality under this section shall survive the termination or expiry of this Agreement for a period of [Confidentiality Survival Period] years.

The Reseller shall not be required to disclose to the Supplier any information relating to its Customers, Customer lists, pricing, or sales terms, all of which shall remain the exclusive confidential information of the Reseller.

The Supplier shall indemnify, defend, and hold harmless the Reseller, its personnel, sub-resellers, and Customers from and against any and all claims, actions, proceedings, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (i) any defect in the Products; (ii) any breach by the Supplier of its representations, warranties, or obligations under this Agreement; (iii) any infringement of third-party Intellectual Property Rights by the Products or the Supplier Marks; (iv) any product liability or personal injury claim arising from the Products; or (v) any negligent or wrongful act or omission of the Supplier.

The Reseller's aggregate liability to the Supplier under or in connection with this Agreement, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total amount of fees and commissions paid or payable by the Reseller to the Supplier under this Agreement during the [Liability Cap Period] months immediately preceding the event giving rise to the claim.

The Supplier's liability under this Agreement shall not be limited in respect of: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) product liability claims; (iv) infringement of Intellectual Property Rights; (v) breach of confidentiality; (vi) indemnification obligations; or (vii) any other liability which cannot be lawfully excluded or limited.

Neither Party shall be liable to the other for any indirect, incidental, or consequential losses, save that nothing in this clause shall limit the Supplier's liability under the indemnities set forth in this Agreement, nor exclude recovery by the Reseller of its loss of profits, loss of margin, or loss of business arising from the Supplier's breach of the exclusivity provisions, defective Products, or infringement of third-party rights.

The Reseller shall indemnify the Supplier only in respect of claims arising directly from the Reseller's gross negligence or willful misconduct, and shall have no further indemnification obligations hereunder.

Each Party shall take reasonable steps to mitigate any loss or damage that it may suffer as a result of any breach of this Agreement by the other Party.

The provisions of this section shall survive the termination or expiry of this Agreement.

This Agreement shall commence on the Effective Date and shall continue for an initial term of [Initial Term] years (the "Initial Term"), unless earlier terminated in accordance with the terms hereof.

Upon expiry of the Initial Term, this Agreement shall automatically renew for successive periods of [Renewal Term] year(s) each (each a "Renewal Term"), unless either Party gives written notice of non-renewal to the other Party not less than [Non-Renewal Notice Period] days prior to the expiry of the Initial Term or the then-current Renewal Term, as applicable.

The Reseller may terminate this Agreement at any time, for any reason or no reason, by giving the Supplier not less than [Reseller Termination Notice Period] days' prior written notice.

The Supplier may terminate this Agreement for convenience only upon giving not less than [Supplier Termination Notice Period] months' prior written notice to the Reseller, such notice to expire no earlier than the end of the Initial Term.

Either Party may terminate this Agreement forthwith by written notice to the other Party if: (i) the other Party commits a material breach of this Agreement and fails to remedy such breach (if remediable) within [Cure Period] days of receiving written notice specifying the breach; (ii) the other Party becomes insolvent, enters into liquidation, has a receiver appointed, enters into any arrangement with creditors, or is unable to pay its debts as they fall due; or (iii) the other Party ceases, or threatens to cease, to carry on business.

The Reseller shall additionally be entitled to terminate this Agreement forthwith by written notice to the Supplier upon the occurrence of: (i) any breach by the Supplier of the exclusivity provisions; (ii) any change of control of the Supplier to a competitor of the Reseller; (iii) a material and persistent failure by the Supplier to supply Products of satisfactory quality or in a timely manner; or (iv) any force majeure event affecting the Supplier that continues for more than [Force Majeure Termination Period] days.

Termination of this Agreement, for whatever reason, shall not affect any rights, remedies, obligations, or liabilities of the Parties that have accrued up to the date of termination.

Upon termination or expiry of this Agreement, the Supplier shall, at the Reseller's option, (i) repurchase all unsold Products held in the Reseller's inventory at the price originally paid by the Reseller (less a reasonable deduction only for Products that are damaged by the Reseller's negligence), including reimbursement of all shipping, storage, and handling costs; or (ii) permit the Reseller to continue selling such Products during a sell-off period of not less than [Sell-Off Period] months on the same terms as applied during the term of this Agreement.

During any sell-off period, the Reseller shall be entitled to continue using the Supplier Marks and marketing materials to the extent necessary for the resale of its remaining inventory.

The Supplier shall continue to honor all warranty, support, and spare parts obligations in respect of Products previously sold by the Reseller to Customers, for the duration of the applicable warranty periods, and shall provide the Reseller with reasonable transition assistance to enable continuity of service to Customers.

Each Party shall, upon the written request of the other, return or destroy all Confidential Information of the other Party in its possession or control, save that each Party may retain one copy for legal, archival, or regulatory purposes, and shall not be required to delete Confidential Information held on routine backup systems.

Termination of this Agreement shall not relieve the Supplier of any obligation to pay commissions, refunds, or indemnifications accrued or payable to the Reseller as of the effective date of termination.

The Supplier shall not, for a period of [Non-Solicitation Period] months following termination of this Agreement, directly solicit or deal with any Customer introduced to the Supplier by the Reseller, save in response to unsolicited approaches.

Those provisions of this Agreement which by their nature are intended to survive termination, including without limitation the provisions concerning confidentiality, intellectual property, limitation of liability, indemnification, consequences of termination, governing law, and dispute resolution, shall continue in full force and effect notwithstanding such termination.

Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than the payment of money) to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including without limitation acts of God, war, terrorism, civil unrest, pandemic, government action, embargo, strike (other than of its own workforce), fire, flood, earthquake, or failure of essential utilities ("Force Majeure").

The Party claiming Force Majeure shall promptly notify the other Party in writing of the nature and expected duration of the Force Majeure event, and shall use all reasonable efforts to mitigate the effects thereof and resume performance as soon as reasonably practicable.

During the continuance of a Force Majeure event affecting the Supplier, the Reseller shall be entitled to source equivalent products from alternative suppliers to meet Customer demand within the Territory, without such action constituting a breach of this Agreement, and the exclusivity provisions shall be suspended to that extent.

If a Force Majeure event continues for a period exceeding [Force Majeure Termination Period] consecutive days, the Reseller shall be entitled to terminate this Agreement by written notice to the Supplier without liability.

Force Majeure shall not excuse any obligation to pay sums already due, nor shall it apply to any event that was foreseeable or that could have been prevented by the exercise of reasonable prudence.

Each Party shall bear its own costs occasioned by any Force Majeure event.

Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given if delivered by hand, sent by reputable courier service, or sent by email to the address of the recipient set out below (or such other address as the recipient may notify in writing from time to time).

Notices to the Supplier shall be sent to: [Supplier Notice Address]; attention: [Supplier Contact Name/Title]; email: [Supplier Email].

Notices to the Reseller shall be sent to: [Reseller Notice Address]; attention: [Reseller Contact Name]; email: [Reseller Email].

A notice shall be deemed to have been received: (i) if delivered by hand, at the time of delivery; (ii) if sent by courier, on the second business day after dispatch; and (iii) if sent by email, at the time of transmission, provided that no automated non-delivery message is received by the sender.

Any notice given on a day that is not a business day in the place of receipt, or after 5:00 p.m. local time on a business day, shall be deemed to have been received on the next business day.

This section shall not apply to the service of any proceedings or other documents in any legal action, for which the provisions of applicable law shall apply.

This Agreement shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict of laws principles.

The Parties shall endeavor to resolve amicably any dispute, controversy, or claim arising out of or in connection with this Agreement through good faith negotiations between their authorized representatives.

If any such dispute is not resolved by negotiation within [Negotiation Period] days of written notice of the dispute by one Party to the other, either Party may refer the dispute to mediation administered by a mediator mutually agreed between the Parties.

If the dispute is not resolved by mediation within [Mediation Period] days of its referral, the dispute shall be finally settled by the competent courts of [Chosen Forum], to the exclusive jurisdiction of which the Parties hereby irrevocably submit.

Notwithstanding the foregoing, either Party shall be entitled to seek injunctive, interim, or equitable relief from any court of competent jurisdiction without first exhausting the negotiation and mediation procedures described above.

Each Party shall bear its own costs of any negotiation, mediation, or litigation, save that the prevailing Party in any litigation shall be entitled to recover its reasonable legal fees and costs from the non-prevailing Party.

The provisions of this section shall survive the termination or expiry of this Agreement.

This Agreement, together with any documents expressly referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, understandings, and communications, whether written or oral.

No amendment, variation, or modification of this Agreement shall be effective unless made in writing and signed by duly authorized representatives of both Parties.

No waiver of any provision or right under this Agreement shall be effective unless given in writing, and no failure or delay by either Party in exercising any right or remedy shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise.

If any provision of this Agreement is held by any court or competent authority to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the remaining provisions shall continue in full force and effect; the Parties shall negotiate in good faith to replace the severed provision with a valid provision having an effect as close as possible to the original intent.

Neither Party may assign, transfer, charge, sub-license, or otherwise dispose of its rights or obligations under this Agreement without the prior written consent of the other Party; provided, however, that the Reseller may assign this Agreement to a successor to its business or to any legal entity through which the Reseller continues its business as a sole trader or otherwise, upon written notice to the Supplier.

Nothing in this Agreement shall create or be deemed to create a partnership, joint venture, agency, or employment relationship between the Parties, and neither Party shall hold itself out as the agent or representative of the other for any purpose.

This Agreement is made for the benefit of the Parties hereto and is not intended to confer any rights or benefits upon any third party.

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute an original, and all counterparts together shall constitute one and the same instrument. Signatures transmitted electronically shall be deemed to be original signatures for all purposes.