[{"data":1,"prerenderedAt":523},["ShallowReactive",2],{"document-dropshipping-agreement-D13331":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":174,"customdescription":6,"mdFm":175,"mdProseHtml":522},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"DROPSHIPPING AGREEMENT This Dropshipping Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [WHOLESALER NAME], (the \"Wholesaler\"), an individual with their main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [RETAILER NAME], (the \"Retailer\"), an individual with their main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Collectively, the Wholesaler and Retailer shall be referred to as the ��Parties.\" WHEREAS, the Retailer wishes to sell and promote the products offered by the Wholesaler on their website located at [URL] and agrees to give all sales and/or orders resulting from these products solely to the Wholesaler (the \"Dropshipper\"); WHEREAS, the Wholesaler is responsible for paying commissions to the Retailer for all the sales procured. WHEREAS, the Parties wish to evidence their Agreement in writing; NOW, THEREFORE, the Parties agree as follows: ROLE OF WHOLESALER The Wholesaler will provide product fulfillment for all sales obtained by the Retailer regarding products supplied by the Wholesaler. The Wholesaler is not involved in the actual transaction between the Retailer and the Retailer's Customer (the \"Customer\"). The Wholesaler is not the agent of either the Retailer or the Customer. The Wholesaler shall be transparent in the shipping process and each package sent to the Customer will appear to have come from the Retailer directly. The Wholesaler will provide a [NUMBER OF DAYS] day return policy, during which a Customer may return the item or product in an unused condition, unless agreed otherwise prior to return. The Wholesaler will also provide a return/refund policy for any damaged or defective items if any claims are placed within [NUMBER OF DAYS] days of the item being received. PAYMENTS, FEES AND COMMISSION At the end of each business day, the Retailer shall notify the Wholesaler about the total sales and forward the funds through [MODE OF PAYMENT]. The Wholesaler will provide the Retailer with the price which shall be charged for each item, shipping amounts and any and all other charges which may be due in affiliation with each item. The Retailer will pay all fees and charges incurred for each item shipped by the Wholesaler directly to the Customer. The price the Retailer charges for each item on its website shall be left solely to the Retailer's discretion. The Wholesaler is responsible for paying commissions to the Retailer of [PERCENTAGE] % of total sales proceeds. The commission shall be paid through [MODE OF PAYMENT] every [WEEK/MONTH]. The Retailer agrees that it is the sole responsibility of the Retailer to collect, report, and remit all taxes to the correct tax authority for all business transactions, sales or revenue stemming from the sales of the Wholesaler's products. TERM The term of this Agreement will be [NUMBER OF YEARS] years as from the above date. RELATIONSHIP It is understood by both the Parties that nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency, or employment between the Parties. LANGUAGE OF THE AGREEMENT The language of the Agreement shall be in English, which shall be the binding and controlling language for all matters relating to the meaning or interpretation of the Agreement. CONFIDENTIAL INFORMATION AND NON-DISCLOSURE The Parties understand that some information may be of a confidential and sensitive nature. The Parties agree not to discuss or disclose information associated with this Agreement. SEVERABILITY ",null,"Dropshipping Agreement","4",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/dropshipping-agreement-D13331.png","https://templates.business-in-a-box.com/imgs/250px/13331.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13331.xml",{"title":15,"description":6},"dropshipping agreement",[17,20],{"label":18,"url":19},"Finance & Accounting","/templates/finance-accounting/",{"label":21,"url":22},"Business Banking","/templates/business-banking/","Dropshipping Agreement Template","https://templates.business-in-a-box.com/imgs/400px/13331.png","https://templates.business-in-a-box.com/imgs/600px/13331.png",[27,17,20],{"label":28,"url":29},"Templates","/templates/",[31,32,35],{"label":28,"url":29},{"label":33,"url":34},"Legal Agreements","/templates/business-legal-agreements/",{"label":36,"url":37},"Distribution & Channel","/templates/distribution-and-channel/",[39,43,47,51,55,59,63,67,71,75,79,83,87,101,114,128,142,156],{"label":40,"url":41,"thumb":42,"extension":10},"Non-Profit Partnership Agreement","/template/non-profit-partnership-agreement-D14023","https://templates.business-in-a-box.com/imgs/250px/14023.png",{"label":44,"url":45,"thumb":46,"extension":10},"Acquisition Agreement","/template/acquisition-agreement-D847","https://templates.business-in-a-box.com/imgs/250px/847.png",{"label":48,"url":49,"thumb":50,"extension":10},"Amalgamation Agreement","/template/amalgamation-agreement-D855","https://templates.business-in-a-box.com/imgs/250px/855.png",{"label":52,"url":53,"thumb":54,"extension":10},"Arbitration Agreement","/template/arbitration-agreement-D856","https://templates.business-in-a-box.com/imgs/250px/856.png",{"label":56,"url":57,"thumb":58,"extension":10},"Attorney Agreement","/template/attorney-agreement-D862","https://templates.business-in-a-box.com/imgs/250px/862.png",{"label":60,"url":61,"thumb":62,"extension":10},"Bonus Agreement","/template/bonus-agreement-D13815","https://templates.business-in-a-box.com/imgs/250px/13815.png",{"label":64,"url":65,"thumb":66,"extension":10},"Caregiver Agreement","/template/caregiver-agreement-D13510","https://templates.business-in-a-box.com/imgs/250px/13510.png",{"label":68,"url":69,"thumb":70,"extension":10},"Charter Agreement","/template/charter-agreement-D13440","https://templates.business-in-a-box.com/imgs/250px/13440.png",{"label":72,"url":73,"thumb":74,"extension":10},"Coaching Agreement","/template/coaching-agreement-D13221","https://templates.business-in-a-box.com/imgs/250px/13221.png",{"label":76,"url":77,"thumb":78,"extension":10},"Collaboration Agreement","/template/collaboration-agreement-D13222","https://templates.business-in-a-box.com/imgs/250px/13222.png",{"label":80,"url":81,"thumb":82,"extension":10},"Compliance Agreement","/template/compliance-agreement-D13823","https://templates.business-in-a-box.com/imgs/250px/13823.png",{"label":84,"url":85,"thumb":86,"extension":10},"Confidentiality Agreement","/template/confidentiality-agreement-D950","https://templates.business-in-a-box.com/imgs/250px/950.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":9,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":96,"keywords":95,"url":100},"WHOLESALE AGREEMENT This Wholesale Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [COMPANY NAME] (the \"Customer\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Seller\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] All sales made by [COMPANY NAME] (\"Seller\") to you (\"Customer\") are governed by these Terms and Conditions of Sale unless otherwise indicated by [COMPANY NAME] in writing. Please read these Terms and Conditions thoroughly before applying for wholesale pricing The Seller reserves the right to amend or modify these Terms and Conditions of sale at any time at its sole discretion. Seller shall not accept Customer's purchase orders unless and until Customer consents to these Terms and Conditions of Sale and completes the Wholesale Application. These Terms and Conditions of Sale as set forth in this document will govern all transactions between Customer and Seller. These Terms and Conditions of Sale also apply to all future transactions unless modified in writing signed by Seller and Customer. Distribution grant Seller hereby grants to Customer and Customer hereby accepts from Seller the non-exclusive right to distribute [COMPANY NAME] products subject to all terms and conditions set forth in this Agreement. Customer shall not, directly or indirectly, including through any agents, distribute, market, sell or solicit orders for any [COMPANY NAME] products on any of the third-party selling platform, including, but not limited to [SPECIFY]. Customer further covenants and agrees not to distribute, market or sell [COMPANY NAME] products to any person if the Customer knows or has any reason to believe that such [COMPANY NAME] product will be resold by such person, directly or indirectly, on any of the [SPECIFY] selling platform, including, but not limited to [SPECIFY]. If Customer becomes aware that any person to whom Customer supplies any [COMPANY NAME] product is marketing or selling, or is planning to market or sell, the [COMPANY NAME] product on any of the [SPECIFY] selling platform, including, but not limited to [SPECIFY], Customer shall immediately notify Seller and shall cease forthwith to supply such person with [COMPANY NAME] product. Method of ordering Once the Customer's account has been established and a Wholesale Agreement has been signed, [COMPANY NAME] will configure the Customer's account so that the customer has access to [COMPANY NAME] wholesale prices through the online store. The Customer must place the wholesale order online via our website and the wholesale account will only provide access to wholesale products. Acceptance of orders All orders placed by Customer are subject to Seller's acceptance. Seller hereby reserves the right to reject any order, in whole, or in part, for any reason whatsoever. Minimum original order The minimum original order is $ [SPECIFY] and must be paid to the Seller by the Customer by [SPECIFY TYPE OF PAYMENT METHOD]. The seller accepts [VISA/MASTERCARD/OTHER] as acceptable credit cards for initial orders. For credit card purchases, 100% of purchase price will be billed at the time of shipment. Order will generally be shipped within [SPECIFY] days of placing the order. If more lead time is needed, Customer will be notified within [SPECIFY] days. Minimum re-order The minimum re-order amount is $ [SPECIFY]. Terms may be extended by the Seller to the Customer for reorders as outlined below. For credit card purchases, 100% of the purchase price will be billed at the time the goods are ready to be shipped. Payments [COMPANY NAME] accept any of the following methods of payment for wholesale accounts: Credit card (Visa, MC, etc.) Bank wire transfer Paypal Certified cashier's check from major banking institution COD payments are not accepted. All wholesale account payments will be subject to a \"waiting\" period to verify clearance of the funds before any shipment will be made. After the funds have been properly verified as released and deposited to Seller's accounts, shipment of requested products will be sent. All orders must be paid in full at time of purchase. Seller will not ship any order that is unpaid Shipping Orders will be shipped by the Seller via UPS, DHL, FedEx or another company. Alternatively, orders may be shipped by any method arranged for by the Customer. [COMPANY NAME] will try to accommodate all rush orders. Most small orders, up to [SPECIFY] units, are shipped within [SPECIFY] business days after order and payment are received. Special orders and backorders will require additional time and can be estimated at the customer's request on a case by case basis. Actual shipping time is contingent upon availability of goods and credit verification. Seller will not be responsible for shipping delays caused by a carrier. Notice of defects The Customer is responsible for inspecting the goods upon receipt. Any goods with visible damage must be reported to the Seller, upon receipt of the goods, in the customer's warehouse. The Customer shall notify the Seller in writing, within 5 days of receipt of the goods by the Customer, of any claim for damage resulting from any defect in the goods discovered by the Customer, including, without limitation, claims relating to missing parts, quality, or specifications. The Seller is not responsible for missing parts when deliveries are intended for a third party other than the Customer. Acceptance of late or defective merchandise Failure by the Customer to provide written notice of a claim, as set out in these Terms and Conditions of Sale, constitutes a waiver of any future claim that the Customer may have for damages resulting from such defects, including late delivery. Changes to pricing & products Prices are subject to change without notice. All goods will be shipped at the prices in effect at the time of shipping. The Seller reserves the right, at its sole discretion, to change packaging and any included documentation. All orders are subject to availability. Confidentiality Customer shall not disclose and shall otherwise maintain the confidentiality of all pricing information, terms, and advance product information supplied by the seller","Wholesale Agreement","6","https://templates.business-in-a-box.com/imgs/1000px/wholesale-agreement-D12707.png","https://templates.business-in-a-box.com/imgs/250px/12707.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12707.xml",{"title":95,"description":6},"wholesale agreement",[97,99],{"label":33,"url":98},"business-legal-agreements",{"label":33,"url":98},"/template/wholesale-agreement-D12707",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":9,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":110,"keywords":109,"url":113},"DISTRIBUTION AGREEMENT This Distribution Agreement (the\" Agreement\"), is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [DISTRIBUTOR NAME] (the \"Distributor\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Company wishes to market the Products described in Schedule A (the \"Products\") through the Distributor, it is agreed as follows: DEFINITIONS When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: \"Agreement\" means this agreement, the Schedules attached hereto and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement; \"Accessories\" means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Company and used in connection with the operation of the Goods. Accessories may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Affiliate means\" any company controlled by, controlling, or under common control with Company. Affiliate means any person, corporation or other entity: (i) which owns, now or hereafter, directly or indirectly [%] or more of any class of the voting stock of Company or is, now or hereafter, directly or indirectly, in effective control of Company; or (ii) [%] or more of any class of the voting stock of which Company, or a party described in paragraph (i), owns, now or hereafter, directly or indirectly, or of which Company, or a party described in paragraph (i), is, now or hereafter, directly or indirectly, in control. \"Customer\" means any person who purchases or leases Products from Distributor. \"Delivery Point\" means Company's facilities at [FULL ADDRESS]. Delivery point means Distributor's facilities at [FULL ADDRESS]. \"Exhibit\" means an exhibit attached to this agreement. \"Goods\" means those items described in Exhibit B. Goods may be deleted from or added to Exhibit B and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Products\" means Goods, Accessories, and Spare Parts. \"Spare Parts means\": (i) all parts and components of the Goods; (ii) any special devices used in connection with the maintenance or servicing of the Goods. Company warrants that a complete list of Spare Parts is set forth in Exhibit C. Spare parts may be deleted from or added to Exhibit C and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Specifications\" means those specifications set forth in Exhibit D. \"Territory\" means the following geographic area or areas: [SPECIFY]. \"Trademark\" means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of Company, as set forth in Exhibit E. APPOINTMENT OF DISTRIBUTOR Company hereby appoints Distributor as Company's nonexclusive distributor of Products in the Territory, and Distributor accepts that position. It is understood that Company cannot lawfully prevent its distributors located elsewhere from supplying Products for sale or use within the Territory and that it has no obligation to do so. Distributor shall not solicit sales of Product or promote the sale of Products outside the Territory. Distributor shall not establish an office or warehouse outside the Territory for the sale of Products. REFERRALS If Company or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Distributor or a party designated by Distributor), Company shall, or shall cause that Affiliate to, refer such party to Distributor for handling. RELATIONSHIP OF PARTIES Distributor is an independent contractor and is not the legal representative or agent of Company for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of Company's employees, all of whom are entirely under the control of Company, who shall be responsible for their acts and omissions. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen's Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement, and upon request shall furnish Company with satisfactory evidence of the maintenance of such insurance. Distributor accepts exclusive liability for all contributions and payroll taxes required under [LAWS] or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties. SALE OF PRODUCTS BY DISTRIBUTOR Distributor agrees to exercise its best efforts to develop the largest possible market for the Products in the Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of Products in the Territory. The parties have consulted together and now agree that if Distributor's best efforts are used as provided in this Section, a minimum of [SPECIFY] Products (\"Annual Market Potential\") will be purchased and distributed in the Territory during the first year of this Agreement. At the beginning of each subsequent year hereunder the parties will consult together in good faith and agree on the Annual Market Potential applicable to that year; provided, however, that if they cannot agree, the Annual Market Potential for the immediately Preceding year will apply to the current year. COMPETING PRODUCTS Distributor agrees that it will not distribute or represent any Products in the Territory which compete with the Products during the term of this Agreement or any extensions thereof. ADVERTISING Distributor shall be entitled, during the term of the distributorship created by this Agreement and any extension thereof, to advertise and hold itself out as an authorized Distributor of the Products. At all times during the term of the distributorship created by this Agreement and any extension thereof, Distributor shall use the Trademarks in all advertisements and other activities conducted by Distributor to promote the sale of the Products. Distributor shall submit examples of all proposed advertisements and other promotional materials for the Products to Company for inspection and Distributor shall not use any such advertisements or promotional materials without having received the prior written consent of Company to do so. Distributor shall not, pursuant to this Agreement or otherwise, have or acquire any right, title or interest in or to Company's Trademarks. NEW PRODUCTS","Distribution Agreement","15","https://templates.business-in-a-box.com/imgs/1000px/distribution-agreement-D12544.png","https://templates.business-in-a-box.com/imgs/250px/12544.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12544.xml",{"title":109,"description":6},"distribution agreement",[111,112],{"label":33,"url":98},{"label":33,"url":98},"/template/distribution-agreement-D12544",{"description":115,"descriptionCustom":6,"label":116,"pages":90,"size":117,"extension":10,"preview":118,"thumb":119,"svgFrame":120,"seoMetadata":121,"parents":122,"keywords":126,"url":127},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[123],{"label":124,"url":125},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":129,"descriptionCustom":6,"label":130,"pages":131,"size":9,"extension":10,"preview":132,"thumb":133,"svgFrame":134,"seoMetadata":135,"parents":137,"keywords":140,"url":141},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","3","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":136,"description":6},"letter of intent_acquisition of business",[138,139],{"label":33,"url":98},{"label":33,"url":98},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",{"description":143,"descriptionCustom":6,"label":144,"pages":131,"size":9,"extension":10,"preview":145,"thumb":146,"svgFrame":147,"seoMetadata":148,"parents":150,"keywords":149,"url":155},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":149,"description":6},"non disclosure agreement nda",[151,152],{"label":33,"url":98},{"label":153,"url":154},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":157,"descriptionCustom":6,"label":158,"pages":159,"size":160,"extension":10,"preview":161,"thumb":162,"svgFrame":163,"seoMetadata":164,"parents":165,"keywords":172,"url":173},"COMPANY NAME:_______________________ Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code__________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Purchase Order The following number must appear on all related correspondence, shipping papers, and invoices: P.O. NUMBER: Contact: Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code___________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Ship To:","Purchase Order","1",49,"https://templates.business-in-a-box.com/imgs/1000px/purchase-order-D1411.png","https://templates.business-in-a-box.com/imgs/250px/1411.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1411.xml",{"title":6,"description":6},[166,169],{"label":167,"url":168},"Sales & Marketing","sales-marketing",{"label":170,"url":171},"Bids & Quotes","bids-quotes","purchase order","/template/purchase-order-D1411",false,{"seo":176,"reviewer":188,"legal_disclaimer":192,"quick_facts":193,"at_a_glance":195,"personas":199,"variants":224,"glossary":252,"clauses":289,"how_to_fill":340,"common_mistakes":381,"faqs":406,"industries":434,"comparisons":451,"diy_vs_lawyer":465,"jurisdictions":478,"related_template_ids_curated":499,"schema":510,"classification":511},{"meta_title":177,"meta_description":178,"primary_keyword":179,"secondary_keywords":180},"Dropshipping Agreement Template (Free Word)","Free dropshipping agreement template for e-commerce retailers and suppliers. Trusted by companies in USA, Canada, UK, Australia, and 190+ countries. Free Word and PDF download.","dropshipping agreement template",[181,182,183,184,185,186,187],"dropshipping contract template","dropship supplier agreement","dropshipping agreement template word","dropship agreement free download","ecommerce supplier contract","dropshipping contract free","wholesale dropship agreement",{"name":189,"credential":190,"reviewed_date":191},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":194,"legal_review_recommended":192,"signature_required":192,"notarization_required":174},"advanced",{"what_it_is":196,"when_you_need_it":197,"whats_inside":198},"A Dropshipping Agreement is a legally binding contract between an e-commerce retailer and a supplier under which the supplier stores inventory and ships products directly to the retailer's customers on the retailer's behalf. This free Word download covers product catalog rights, wholesale pricing, fulfillment timelines, return handling, branding requirements, chargeback liability, and termination — all in a single document you can edit online and export as PDF.\n","Use it before you list any supplier's products for sale — whether you are onboarding a new dropship vendor, formalizing an existing arrangement, or expanding an existing catalog relationship to include direct fulfillment. Operating without a signed agreement exposes you to unfulfilled orders, disputed chargebacks, and no contractual remedy when a supplier ships late, ships wrong, or goes dark.\n","Product catalog and SKU authorization, wholesale pricing and payment terms, fulfillment SLAs and tracking obligations, returns and refund procedures, branding and packaging requirements, chargeback and dispute allocation, confidentiality, IP ownership, liability limits, and termination provisions.\n",[200,204,208,212,216,220],{"title":201,"use_case":202,"icon_asset_id":203},"E-commerce store owners","Formalizing the fulfillment relationship with a new dropship supplier before going live","persona-ecommerce-owner",{"title":205,"use_case":206,"icon_asset_id":207},"Dropship suppliers and wholesalers","Setting clear fulfillment SLAs and liability limits before onboarding new retailer clients","persona-wholesaler",{"title":209,"use_case":210,"icon_asset_id":211},"Amazon and marketplace sellers","Documenting supplier obligations to satisfy marketplace performance metrics","persona-marketplace-seller",{"title":213,"use_case":214,"icon_asset_id":215},"Startup founders in e-commerce","Launching a product line without holding inventory while protecting against supplier failures","persona-startup-founder",{"title":217,"use_case":218,"icon_asset_id":219},"Retail brand managers","Authorizing a third-party supplier to fulfill online orders under the brand's name and packaging","persona-brand-manager",{"title":221,"use_case":222,"icon_asset_id":223},"3PL and logistics operators","Defining pick-and-ship obligations and liability allocation for white-label fulfillment clients","persona-logistics-operator",[225,229,233,236,240,244,248],{"situation":226,"recommended_template":227,"slug":228},"Retailer sourcing from an overseas manufacturer who will ship internationally","International Dropshipping Agreement","dropshipping-agreement-D13331",{"situation":230,"recommended_template":231,"slug":232},"Supplier wants a single master agreement covering multiple retail clients","Master Vendor Agreement","vendor-agreement-D13292",{"situation":234,"recommended_template":89,"slug":235},"Retailer purchasing wholesale inventory to fulfill orders themselves","wholesale-agreement-D12707",{"situation":237,"recommended_template":238,"slug":239},"Brand licensing products to a third party for retail sale and fulfillment","Product Distribution Agreement","product-distribution-agreement-D14037",{"situation":241,"recommended_template":242,"slug":243},"Retailer engaging a 3PL warehouse rather than a product supplier","Warehousing and Fulfillment Agreement","warehousing-agreement-D1154",{"situation":245,"recommended_template":246,"slug":247},"Short-term or trial arrangement before committing to a full supplier relationship","Letter of Intent (Vendor)","letter-of-intent-D12655",{"situation":249,"recommended_template":250,"slug":251},"Supplier providing branded private-label products for resale","Private Label Agreement","record-label-agreement-D12837",[253,256,259,262,265,268,271,274,277,280,283,286],{"term":254,"definition":255},"Dropshipping","A retail fulfillment model in which the retailer sells products without holding inventory — the supplier ships directly to the end customer on the retailer's behalf.",{"term":257,"definition":258},"SKU (Stock Keeping Unit)","A unique identifier assigned to each distinct product and variant in a supplier's catalog, used to track inventory and process orders.",{"term":260,"definition":261},"Fulfillment SLA","A contractual service-level agreement specifying the maximum time between order receipt and shipment — commonly expressed as 'ships within 1 business day of order confirmation.'",{"term":263,"definition":264},"Chargeback","A forced reversal of a customer payment initiated by the cardholder's bank, typically due to non-delivery, item not as described, or fraud — creating a financial liability for the retailer.",{"term":266,"definition":267},"Wholesale Price","The per-unit cost the retailer pays the supplier, set below the retail price to allow the retailer a margin after fulfillment, platform fees, and returns are accounted for.",{"term":269,"definition":270},"White-Label Fulfillment","Supplier ships orders in the retailer's branded packaging with no reference to the supplier's name, preserving the retailer's customer relationship.",{"term":272,"definition":273},"Return Merchandise Authorization (RMA)","A pre-approved process by which a customer returns a product to the supplier or a returns center, triggering a refund or replacement under the agreed return policy.",{"term":275,"definition":276},"Indemnification","A contractual obligation requiring one party to compensate the other for losses, claims, or damages arising from specified events — such as a supplier shipping a defective or non-compliant product.",{"term":278,"definition":279},"Liability Cap","A contractual ceiling on the maximum damages one party can recover from the other, typically expressed as a multiple of fees paid in the preceding 12 months.",{"term":281,"definition":282},"Termination for Convenience","A clause allowing either party to end the agreement without cause by giving written notice of a specified duration — commonly 30 to 60 days.",{"term":284,"definition":285},"Intellectual Property (IP) License","A limited, revocable permission granted by one party to the other to use trademarks, logos, or product images for a defined purpose — such as listing products on the retailer's storefront.",{"term":287,"definition":288},"Force Majeure","A clause excusing a party's non-performance when fulfillment is prevented by events outside their control — such as natural disasters, port closures, or supply chain disruptions.",[290,295,300,305,310,315,320,325,330,335],{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Product catalog and SKU authorization","Defines exactly which products the retailer is authorized to list and sell, and how catalog changes — additions, discontinuations, or price updates — are communicated.","Supplier grants Retailer a non-exclusive right to market and sell the products listed in Schedule A ('Authorized Products'). Supplier shall provide [14] days' written notice of any SKU discontinuation, price change, or availability restriction.","Failing to attach a Schedule A at signing and treating the catalog as implicitly agreed. Without a signed schedule, disputes over which products are in scope have no documentary anchor.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Wholesale pricing and payment terms","States the per-unit wholesale price for each SKU, the invoicing cycle, and the payment due date — typically net 15 or net 30 from shipment.","Retailer shall pay Supplier the wholesale prices set out in Schedule A. Supplier shall invoice Retailer within [2] business days of shipment. Payment is due [Net 30] from the invoice date. Late payments accrue interest at [1.5]% per month.","Agreeing on pricing verbally without referencing a schedule. Supplier-initiated price increases then become unilateral, with no contractual basis to dispute them.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Fulfillment SLA and tracking obligations","Sets the maximum time from order placement to shipment, the required carrier and tracking methods, and the consequences of missing the SLA.","Supplier shall ship each order within [1] business day of receiving a confirmed order from Retailer. Supplier shall upload a valid tracking number to Retailer's order management system within [4] hours of shipment. Failure to meet the SLA on more than [5]% of orders in any calendar month constitutes a material breach.","Setting a fulfillment SLA with no defined remedy for breach. Without a consequence — such as a credit or termination right — the SLA is unenforceable in practice.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Returns, refunds, and RMA procedure","Specifies which return reasons the supplier accepts, the RMA process, who pays return shipping, and the refund or replacement timeline.","Supplier shall accept returns for defective, damaged, or incorrect items within [30] days of delivery. Retailer shall initiate an RMA request via [SYSTEM / EMAIL]. Supplier shall issue a replacement or full credit within [5] business days of receiving the returned item. Return shipping costs for supplier-error returns are borne by Supplier.","Mirroring the retailer's customer-facing return policy in the supplier agreement without accounting for the additional transit time and RMA lead time — resulting in the retailer absorbing refund costs before the supplier has processed the return.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Branding and packaging requirements","Defines whether shipments are white-labeled in the retailer's branding, what inserts or branded materials the supplier must include, and what supplier branding is prohibited on the outer packaging.","Supplier shall ship all orders using Retailer-supplied packing slips and, where provided, branded outer packaging. Supplier shall not include any reference to Supplier's business name, website, or pricing on any packaging, packing slip, or insert. Retailer grants Supplier a limited license to use Retailer's logo solely for fulfillment purposes.","No branding clause at all. A supplier shipping in their own branded box with their own contact details effectively steals the retailer's customer relationship and enables the customer to buy direct at a lower price.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Chargeback and dispute liability allocation","Allocates financial responsibility for chargebacks between retailer and supplier based on the root cause — supplier error (wrong item, non-delivery) versus customer fraud or retailer error.","Chargebacks arising from Supplier's failure to fulfill an order, shipment of an incorrect or defective item, or delivery outside the confirmed shipping window shall be the financial responsibility of Supplier. Chargebacks arising from customer fraud or Retailer's error shall be borne by Retailer. Supplier shall reimburse Retailer for Supplier-caused chargebacks within [15] days of written notice with supporting documentation.","Assigning all chargeback liability to the retailer by default, which is the payment processor's default position — without a supplier indemnity clause, the retailer absorbs losses for supplier failures they cannot control.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Intellectual property license and restrictions","Grants each party a limited license to use the other's IP (product images, trademarks, logos) only for the purposes of the agreement, and prohibits any use beyond that scope.","Supplier grants Retailer a limited, non-exclusive, revocable license to use Supplier's product images, descriptions, and trademarks solely to market and sell Authorized Products during the term. Retailer grants Supplier a limited license to use Retailer's branding materials solely for order fulfillment. All IP remains the sole property of the granting party.","No restriction on how the retailer uses product images after termination. Former retailers have been found continuing to list products using supplier images after the agreement ends, creating trademark and copyright liability.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Confidentiality and data sharing","Restricts both parties from disclosing each other's pricing, customer data, and business processes, and sets rules for how customer order data shared with the supplier may be used.","Each party shall keep the other's Confidential Information strictly confidential. Supplier shall use Retailer's customer data — including names, addresses, and order details — solely to fulfill orders under this Agreement and shall not use such data for marketing, re-targeting, or any other purpose. Supplier shall delete customer data within [90] days of termination.","No restriction on the supplier using customer order data for direct marketing. A supplier with access to the retailer's customer list can use it to launch a competing direct-to-consumer channel.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Liability limitation and indemnification","Caps each party's maximum financial exposure and requires the supplier to indemnify the retailer for losses caused by defective products, IP infringement, or regulatory non-compliance.","Neither party's aggregate liability shall exceed the total fees paid by Retailer to Supplier in the [12] months preceding the claim. Supplier shall indemnify and hold harmless Retailer from any third-party claims arising from product defects, non-compliance with applicable product safety regulations, or infringement of third-party IP.","Applying the liability cap to the indemnification obligation. Indemnity for third-party product liability claims should typically sit outside the cap — a defective product lawsuit can far exceed 12 months of fees.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Term, termination, and wind-down","States the initial contract term, renewal conditions, notice required to terminate without cause, and obligations during the wind-down period — including fulfilling orders placed before notice.","This Agreement commences on [START DATE] and continues for [12] months, renewing automatically for successive [12]-month terms unless either party provides [30] days' written notice of non-renewal. Either party may terminate for convenience on [60] days' written notice. Supplier shall fulfill all orders placed before the effective termination date.","No wind-down clause requiring the supplier to fulfill orders already in the pipeline. A supplier who stops fulfilling immediately upon notice leaves the retailer with paid customer orders it cannot fulfill and no contractual remedy.",[341,346,351,356,361,366,371,376],{"step":342,"title":343,"description":344,"tip":345},1,"Identify both parties with their legal entity names","Enter the retailer's and supplier's full registered legal names, not trade names. Include registered addresses and, where applicable, company registration or tax ID numbers.","Verify the supplier's legal entity name against a public business registry before signing — trade names differ from legal names and can create enforcement problems.",{"step":347,"title":348,"description":349,"tip":350},2,"Attach Schedule A with the authorized product catalog","List every SKU the retailer is authorized to sell, with the wholesale price per unit and any minimum order quantities. Both parties should initial Schedule A separately at signing.","Include a process for how Schedule A gets updated — a signed amendment or written email confirmation — so price and catalog changes are documented rather than disputed.",{"step":352,"title":353,"description":354,"tip":355},3,"Set the fulfillment SLA and breach threshold","Specify the maximum hours or business days from order receipt to shipment, the tracking upload deadline, and the monthly SLA breach percentage that triggers a material breach right.","Benchmark the SLA against the supplier's actual current performance before committing — an SLA the supplier cannot meet on day one creates immediate breach.",{"step":357,"title":358,"description":359,"tip":360},4,"Define the returns and RMA procedure in detail","State which return reasons the supplier accepts, the RMA request method, who pays return shipping for each scenario, and the refund or replacement turnaround time.","Map the supplier's return window to your platform's customer return policy and add a buffer — if customers have 30 days to return, your supplier agreement needs at least 45.",{"step":362,"title":363,"description":364,"tip":365},5,"Specify branding and packaging requirements","State whether white-label packaging is required, provide a list of prohibited supplier identifiers on packaging, and attach any brand guidelines as a schedule if needed.","If your supplier ships from overseas, confirm they can reliably source or print your branded materials before inserting this obligation into the contract.",{"step":367,"title":368,"description":369,"tip":370},6,"Allocate chargeback liability by root cause","Draft the chargeback clause to distinguish between supplier-caused failures (non-delivery, wrong item, late shipment) and retailer-caused or fraud chargebacks. Set a reimbursement timeline and documentation requirement.","Pull 3–6 months of your chargeback history and categorize root causes before negotiating this clause — most retailers find supplier errors drive the majority of their chargeback volume.",{"step":372,"title":373,"description":374,"tip":375},7,"Complete the liability cap and indemnification provisions","Set the aggregate liability cap as a multiple of fees paid — 12 months is standard. Confirm that the supplier's product-liability indemnification sits outside the cap or has a higher sub-limit.","Ask the supplier to provide a certificate of product liability insurance naming you as an additional insured — this backs up the contractual indemnity with an actual insurance policy.",{"step":377,"title":378,"description":379,"tip":380},8,"Execute before listing any products","Both parties must sign before the retailer lists the first SKU. Obtain wet or electronic signatures with a timestamp, and store the fully executed copy in a secure document management system.","Use Business in a Box eSign to capture signatures with a legally valid audit trail and automatic copy delivery to both parties.",[382,386,390,394,398,402],{"mistake":383,"why_it_matters":384,"fix":385},"Operating without a signed agreement","Without a contract, there is no enforceable SLA, no chargeback indemnity, and no data-use restriction — leaving the retailer with full liability for every supplier failure.","Execute a signed dropshipping agreement before listing any products. A signed agreement takes 20 minutes with this template; recovering from an unfulfilled holiday order season takes months.",{"mistake":387,"why_it_matters":388,"fix":389},"No Schedule A with itemized SKUs and prices","Treating the product catalog and wholesale pricing as informally agreed means the supplier can change prices or discontinue products with no notice and no contractual remedy for the retailer.","Attach a signed Schedule A at execution and include a written amendment process for any catalog or pricing changes, with a minimum notice period of 14 days.",{"mistake":391,"why_it_matters":392,"fix":393},"Fulfillment SLA with no breach consequence","A supplier who ships late faces no downside if the contract only states an SLA without a penalty, credit, or termination right — making the obligation unenforceable in practice.","Add a breach threshold (e.g., more than 5% of orders late in a calendar month) that triggers a specific remedy — an order credit, price reduction, or termination right.",{"mistake":395,"why_it_matters":396,"fix":397},"Supplier data-use restriction is omitted","A supplier with access to customer names, addresses, and purchase history can build a direct-to-consumer channel targeting your own customers — there is no contractual prohibition without an explicit clause.","Include a data-use restriction limiting the supplier to using customer data solely for fulfillment, with an obligation to delete all customer data within 90 days of termination.",{"mistake":399,"why_it_matters":400,"fix":401},"Chargeback liability assigned entirely to the retailer","Payment processors hold the retailer financially responsible by default. Without a supplier indemnity clause, the retailer absorbs chargebacks caused by supplier non-delivery, wrong items, or late shipment.","Draft a chargeback liability allocation clause that requires the supplier to reimburse the retailer for chargebacks caused by supplier-side failures, with a 15-day reimbursement deadline and documentation requirement.",{"mistake":403,"why_it_matters":404,"fix":405},"No wind-down clause for orders in the pipeline at termination","A supplier who stops fulfilling immediately upon termination notice leaves the retailer holding paid customer orders with no contractual obligation to complete them.","Include a wind-down clause requiring the supplier to fulfill all orders placed before the effective termination date, regardless of who initiates termination.",[407,410,413,416,419,422,425,428,431],{"question":408,"answer":409},"What is a dropshipping agreement?","A dropshipping agreement is a contract between an e-commerce retailer and a supplier under which the supplier holds inventory and ships products directly to the retailer's customers on the retailer's behalf. It defines which products the retailer may sell, wholesale pricing, fulfillment timelines, return procedures, branding requirements, and how liability for chargebacks and defective products is allocated between the two parties.\n",{"question":411,"answer":412},"Is a dropshipping agreement legally required?","No law mandates a written dropshipping agreement, but operating without one exposes both parties to significant risk. Without a signed contract, there is no enforceable SLA, no chargeback indemnity, no restriction on the supplier using your customer data, and no clear remedy when orders go unfulfilled. Most serious suppliers and all corporate retailers require a signed agreement before activating a dropship relationship.\n",{"question":414,"answer":415},"What should a dropshipping agreement include?","At minimum: the authorized product catalog with wholesale prices, fulfillment SLAs and breach consequences, returns and RMA procedures, branding and packaging requirements, chargeback liability allocation, customer data-use restrictions, IP licenses, a liability cap, indemnification for product defects, and termination with a wind-down period. Missing any of these creates enforceable gaps that typically favor the supplier.\n",{"question":417,"answer":418},"Who is liable for chargebacks in a dropshipping arrangement?","The retailer is the payment processor's liable party by default — the processor does not recognize the supplier in the transaction. A well-drafted dropshipping agreement shifts financial responsibility for supplier-caused chargebacks (non-delivery, wrong item, late shipment) back to the supplier through an indemnification clause. The retailer remains responsible for chargebacks caused by customer fraud or retailer-side errors.\n",{"question":420,"answer":421},"Can a supplier ship in my brand's packaging under a dropshipping agreement?","Yes — white-label or blind fulfillment is a standard feature of dropshipping arrangements and should be explicitly required in the branding clause. The agreement should prohibit the supplier from including any reference to their own business name, website, or pricing on any packaging, packing slip, or insert. You should also grant the supplier a limited, revocable license to use your brand assets solely for fulfillment purposes.\n",{"question":423,"answer":424},"What fulfillment SLA is reasonable to include in a dropshipping agreement?","The most common standard for domestic dropship fulfillment is shipment within 1 business day of order confirmation, with a tracking number uploaded within 4 hours of shipment. For international suppliers, 2–3 business days is typical. The SLA should include a monthly breach threshold — commonly 5% of orders — above which the retailer has a termination right or credit entitlement.\n",{"question":426,"answer":427},"How does a dropshipping agreement differ from a wholesale agreement?","A wholesale agreement covers the sale of goods from supplier to retailer in bulk — the retailer takes ownership of inventory and handles fulfillment to end customers. A dropshipping agreement never transfers inventory to the retailer; the supplier retains the goods and ships directly to end customers on the retailer's behalf. The key operational difference is who holds inventory and bears the fulfillment obligation.\n",{"question":429,"answer":430},"What data privacy obligations apply to a dropshipping agreement?","When a retailer shares customer names, addresses, and order details with a supplier, that data transfer may trigger obligations under GDPR (EU/UK), PIPEDA (Canada), CCPA (California), or other applicable privacy laws. The agreement should restrict the supplier to using customer data solely for order fulfillment, prohibit secondary use for marketing or re-targeting, and require deletion of customer data within a defined period after termination. For cross-border data transfers to non-adequate countries, Standard Contractual Clauses or equivalent mechanisms may be required.\n",{"question":432,"answer":433},"Do I need a lawyer to draft a dropshipping agreement?","For straightforward domestic dropship arrangements, a high-quality template is typically sufficient. Engage a lawyer when the supplier is based outside your jurisdiction, when the product category carries product-safety or regulatory compliance risk (electronics, food, cosmetics, children's items), when you expect significant order volume, or when the supplier is requiring non-standard exclusivity or IP terms. A 1–2 hour template review costs $300–$600 and is worthwhile for any high-volume supplier relationship.\n",[435,439,443,447],{"industry":436,"icon_asset_id":437,"specifics":438},"Consumer Electronics","industry-electronics","Product safety certifications (FCC, CE, UL) must be supplier-warranted in the agreement; chargeback rates are high due to DOA and compatibility disputes, making the liability allocation clause critical.",{"industry":440,"icon_asset_id":441,"specifics":442},"Health and Beauty","industry-health-beauty","FDA labeling compliance, batch lot traceability for recalls, and expiry-date management obligations should all be supplier warranties; return rates are elevated due to sensitivity claims.",{"industry":444,"icon_asset_id":445,"specifics":446},"Home and Garden","industry-retail","Oversized item shipping SLAs are longer and freight carrier obligations more complex; damage-in-transit claims require clear allocation of liability and documented carrier insurance requirements.",{"industry":448,"icon_asset_id":449,"specifics":450},"Fashion and Apparel","industry-fashion","Size and color variant accuracy is critical — wrong-variant shipments are the leading chargeback cause; returns volumes are high, making the RMA procedure and restocking fee terms especially important.",[452,455,458,461],{"vs":89,"vs_template_id":453,"summary":454},"wholesale-agreement-D13218","A wholesale agreement transfers bulk inventory ownership to the retailer, who then handles storage and fulfillment. A dropshipping agreement keeps inventory with the supplier, who ships directly to end customers. Wholesale gives the retailer more control over fulfillment quality; dropshipping reduces capital tied up in stock but creates dependency on supplier execution.",{"vs":103,"vs_template_id":456,"summary":457},"distribution-agreement-D158","A distribution agreement appoints a distributor to resell products within a territory, typically with exclusivity and minimum purchase commitments. A dropshipping agreement is non-exclusive, requires no inventory purchase, and is activated order-by-order. Distribution is suited to established brands with high sales volumes; dropshipping suits retailers testing new product categories with no upfront commitment.",{"vs":116,"vs_template_id":459,"summary":460},"independent-contractor-agreement-D160","An independent contractor agreement engages an individual or company to perform services. A dropshipping agreement is a product supply and fulfillment contract — the supplier is selling goods and shipping them, not performing services. Using a contractor agreement for a dropship relationship creates mismatches in IP, liability, and tax treatment that can create serious compliance issues.",{"vs":462,"vs_template_id":463,"summary":464},"Vendor Agreement","D{VENDOR_AGREEMENT_ID}","A vendor agreement is a broad supply contract covering goods or services without specifying dropship fulfillment mechanics. It typically lacks fulfillment SLAs, chargeback allocation, branding requirements, and customer data-use restrictions that are specific to the dropship model. A dropshipping agreement is the appropriate document when the supplier's primary obligation is direct-to-consumer shipment on the retailer's behalf.",{"use_template":466,"template_plus_review":470,"custom_drafted":474},{"best_for":467,"cost":468,"time":469},"Domestic retailer-supplier arrangements with standard product categories and moderate order volumes","Free","30–45 minutes",{"best_for":471,"cost":472,"time":473},"Cross-border supplier relationships, regulated product categories, or arrangements with significant chargeback or product-liability exposure","$300–$600","2–4 days",{"best_for":475,"cost":476,"time":477},"High-volume supplier relationships, exclusive arrangements, international data transfers requiring SCCs, or products subject to strict regulatory oversight","$1,500–$4,000+","1–3 weeks",[479,484,489,494],{"code":480,"name":481,"flag_asset_id":482,"note":483},"us","United States","flag-us","UCC Article 2 governs the sale of goods between the supplier and retailer, implying warranties of merchantability and fitness unless disclaimed in writing. CCPA and state-level privacy laws regulate customer data shared with the supplier; for California customers, ensure the supplier is operating as a service provider with a compliant data processing addendum. FTC disclosure rules may apply if the retailer markets products without disclosing a third-party fulfillment relationship.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"ca","Canada","flag-ca","PIPEDA (and Quebec's Law 25 for Quebec-based parties) governs the transfer of customer personal data to the supplier and requires a written data processing agreement. Provincial consumer protection statutes set implied warranties on goods that cannot be contracted away in B2C transactions. Quebec-based retailers must ensure contracts are available in French. Cross-border data flows to US-based suppliers should address PIPEDA's accountability principle.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"uk","United Kingdom","flag-uk","UK GDPR requires a Data Processing Agreement when sharing customer personal data with a supplier acting as a data processor. The Consumer Rights Act 2015 implies statutory guarantees on product quality that the retailer passes to end customers, reinforcing the need for a supplier indemnity for defective goods. For cross-border transfers to non-UK-adequate countries, UK SCCs or the IDTA must be executed alongside the main agreement.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"eu","European Union","flag-eu","GDPR requires a Data Processing Agreement (Article 28) whenever a retailer transfers EU customer data to a supplier. For transfers to suppliers outside the EEA, Standard Contractual Clauses must be executed. The EU Product Liability Directive holds importers and distributors liable for defective products, making supplier indemnification and insurance requirements especially important. Member states vary on implied warranty duration — two years is the minimum under the EU Sale of Goods Directive.",[235,500,459,501,502,503,504,505,506,507,508,509],"distribution-agreement-D12544","letter-of-intent_acquisition-of-business-D5197","non-disclosure-agreement-nda-D12692","purchase-order-D1411","service-agreement-D12711","sales-invoice-D383","credit-note-D13639","no-refund-policy-D13428","return-refund-policy-D12643","terms-and-conditions-D12667",{"emit_how_to":192,"emit_defined_term":192},{"primary_folder":98,"secondary_folder":512,"document_type":513,"industry":514,"business_stage":515,"tags":516,"confidence":521},"distribution-and-channel","agreement","e-commerce","all-stages",[517,518,519,520,514],"dropshipping","supplier-agreement","fulfillment","distribution",0.95,"\u003Ch2>What is a Dropshipping Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Dropshipping Agreement\u003C/strong> is a legally binding contract between an e-commerce retailer and a supplier under which the supplier stores inventory and ships products directly to the retailer's customers on the retailer's behalf. It defines which products the retailer is authorized to sell, the wholesale price for each SKU, how quickly orders must be shipped, how returns and refunds are handled, what branding appears on the packaging, and who bears financial responsibility when a chargeback occurs. Unlike a general wholesale contract, a dropshipping agreement is built around the specific operational and liability dynamics of a fulfillment model in which the retailer never touches the physical goods.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed dropshipping agreement, you are operating on trust alone — and trust does not hold up when a supplier misses the holiday shipping window, ships the wrong variant to 200 customers, or quietly starts marketing directly to your buyers using order data you provided. Every day you list a supplier's products without a contract, you are absorbing their fulfillment failures through your payment processor, your customer reviews, and your platform metrics. A chargeback caused by a supplier's non-delivery is still your liability until a contract says otherwise. A supplier who has access to your customer list has no legal obligation not to use it until a contract prohibits it. This template closes those gaps in under an hour — establishing enforceable SLAs, chargeback indemnities, data-use restrictions, and a wind-down process that protects you whether the relationship lasts one year or ten.\u003C/p>\n",1781185971079]