Common use of Compensation and Payment Clause in Contracts

Compensation and Payment. The Partner shall purchase the Products from the Principal at the wholesale prices set forth in Schedule 4. The Partner shall pay an upfront, non-refundable license fee of [AMOUNT] U.S. Dollars within [NUMBER] days of the Effective Date. This license fee grants the Partner the right to rebrand and distribute the Products under its own brand and is separate from any ongoing payment obligations. The Principal shall issue invoices for Product purchases and any associated fees. All invoices must be paid in U.S. Dollars via [specify payment method, e.g., wire transfer, check] within [NUMBER] days from the invoice date. Any payments not received by the due date shall accrue interest at a rate of [PERCENTAGE]% per annum until fully paid. Each Party is solely responsible for its own taxes. The Partner shall collect and remit any applicable sales or use taxes on its sales of the Products, and the Principal shall be responsible for any taxes imposed on its wholesale transactions under this Agreement. The Principal shall have the right, upon providing at least [NUMBER] days’ written notice and during normal business hours, to audit the Partner’s records relating to Product sales and rebranding efforts. Should any discrepancies be identified, the Partner shall promptly correct any underpayments or overpayments, with any underpayments remitted along with interest at the rate specified in Schedule 4. The Partner shall rebrand the Products in strict accordance with its own branding guidelines, provided such guidelines are consistent with the quality, packaging, and product specifications set forth by the Principal in Schedule 2. The Partner agrees to maintain the integrity of the Products’ design and performance characteristics and shall not make any alterations that may compromise the quality or consumer perception of the Products without the Principal’s prior written approval. The Partner further agrees to promptly update its marketing materials to reflect any modifications to the Products or changes in the Principal’s specifications as communicated in writing. All advertising, marketing, and promotional materials that reference or feature the Products must be submitted to the Principal for review and receive prior written approval before public dissemination. Such materials shall accurately represent the quality, origin, and characteristics of the Products and shall not contain any false, misleading, or disparaging information. The Principal shall review submitted materials within [NUMBER] days and provide its approval or required modifications in writing. The Partner agrees to implement any changes requested by the Principal promptly and shall bear any delays in product launches or marketing campaigns resulting from the approval process. Unless expressly agreed otherwise in writing, the Partner shall not include any branding, logos, trademarks, or other identifiers of the Principal on the White Label Products or in any associated marketing materials, except as necessary to comply with applicable regulatory or quality control requirements. The Partner shall ensure that all uses of the Principal’s intellectual property are in strict accordance with the guidelines provided in Schedule 6 and that any attribution or acknowledgment required by the Principal is prominently and accurately displayed. The Partner shall conduct periodic reviews of its marketing and rebranding efforts to ensure continuous compliance with the Principal’s standards. The Principal reserves the right to audit the Partner’s promotional materials and branding practices and to require remedial actions if any deviation from the agreed guidelines is found. Failure to comply may result in suspension or termination of the rights granted under this Agreement. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of the Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 5; (ii) is or becomes available to the Recipient on a non-confidential basis from a third party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Information.