This White Labeling Agreement (the "Agreement") is made and entered into between [Global counter trade & Offset co, LTD, hereby referred to as ("GCT ") or the ("Company") and the ("vendor") as specified below .
The purpose of this agreement for is to establish an outline of the rights and responsibilities for both parties involved in the sale and delivery of products or services. It helps to ensure that both the online store and the vendor are aligned in terms of pricing, quality standards, payment terms, delivery schedules, dispute resolution, and confidentiality. The agreement serves as framework for a successful and mutually beneficial business relationship between the online store and the vendor. It promotes transparency, trust, and provides a solid foundation for growth and profitability in the competitive e - commerce market.
The term "product" refers to the specific product or service being white-labeled by the company for branding and resale by the seller.

1. Scope of Agreement: defining the scope of products or services to be provided by the vendor and the specific responsibilities of the online store.
This agreement outlines the terms and conditions between the online store and the vendor. It governs the procurement, sale, and distribution of products or services provided by the vendor through the online store's platform.

2. Product Quality & Branding: Specify the quality standards that the vendor must adhere to, ensuring that the products meet established criteria and customer expectations.

The vendor shall ensure that all products or services supplied meet high-quality standards and are free from defects. The online store has the right to inspect and verify the quality of the products or services before accepting them for sale on their platform.
The Vendor agrees to adhere to the quality standards and branding regulation set by the Company. The Company reserves the right to inspect the quality of the Product periodically.
The Vendor agrees to provide reasonable support and training to the Company, which may include product training, marketing materials, and technical support.

3. Pricing and Payment Terms: Outline the pricing structure, including wholesale prices, discounts, and any additional fees. Include details on payment terms, such as due dates, invoicing procedures, and accepted payment methods.:
Both parties agree to collaboratively determine the pricing of the products or services. The online store may set the final price at their discretion, taking into consideration market conditions, competition, and other relevant factors. Any changes in pricing must be communicated and agreed upon by both parties.
The online store shall pay the vendor for the products or services sold within a specified time frame, typically within [30] days after the completion of each transaction. Payments will be made either through an agreed-upon payment gateway or by any other mutually acceptable method. Any applicable transaction fees or commission shall be clearly stated and agreed upon in writing by both parties.
The pricing structure and profit margins for the vendor will be as mutually agreed upon in a separate pricing schedule attached here to as Exhibit B.

4. Delivery and Shipping: Define delivery schedules, shipping methods, and any related costs or responsibilities, including packaging, tracking, insurance, and returns.
The vendor shall be responsible for packaging and shipping the products to the specified delivery address provided by the online store. The vendor shall offer multiple shipping methods to the customers, such as standard shipping, express shipping, and overnight shipping. The costs associated with shipping shall be calculated based on the weight, dimensions, and destination of the package. The vendor shall provide tracking information to the online store and ensure that all packages are properly insured. In case of any returns or exchanges, the vendor shall follow the online store's return policy and bear any associated costs

5. Intellectual Property: ownership rights and licensing of any intellectual property used in the products, including trademarks, copyrights, and patents.
The vendor represents and warrants that it has the necessary rights and licenses to use any intellectual property, including trademarks, copyrights, and patents, in the products. The vendor grants the online store a non-exclusive, royalty-free license to use the intellectual property solely for the purpose of selling and promoting the products. Any unauthorized use or infringement of the intellectual property by either party shall be promptly reported, and the responsible party shall indemnify the other party for any damages or losses incurred.
The Company retains all rights and ownership of any intellectual property associated with the Product, including trademarks, copyrights, and patents.

6. Confidentiality: guidelines for maintaining the confidentiality of proprietary information, trade secrets, and customer data shared between the online store and the vendor.
Both parties agree to keep confidential any proprietary information, trade secrets, and customer data shared during the course of the agreement. This includes but is not limited to product specifications, pricing details, marketing strategies, and customer contact information. Both parties shall take reasonable measures to protect the confidentiality of such information, including implementing appropriate security measures and restricting access only to authorized personnel. The confidentiality obligations shall continue even after the termination or expiration of the agreement.

7. Termination Clause: conditions under which either party can terminate the agreement, including notice periods, breach of contract, or failure to meet agreed-upon terms.
Either party may terminate this agreement upon providing written notice to the other party if there is a material breach of any provision of this agreement that remains uncured for a period of [90] days after receiving written notice of such breach. Additionally, either party may terminate this agreement for convenience by providing [60] days' written notice to the other party. In the event of termination, the online store shall have the right to immediately suspend the sale of the vendor's products and cease all promotional activities related to the vendor's products.

8. Dispute Resolution: for resolving disputes, such as through mediation or arbitration, to avoid costly litigation, and clarify the jurisdiction and governing law in case of legal action.
Any dispute arising out of or relating to this agreement shall be resolved through good faith negotiations between the parties. If the parties are unable to resolve the dispute amicably, either party may initiate mediation proceedings by providing written notice to the other party. If mediation is unsuccessful, the dispute shall be finally resolved through arbitration in accordance with the rules of [Egypt]. The arbitration proceedings shall take place in [Cairo], and the governing law of this agreement shall be the laws of [Egypt]. Both parties agree to comply with any arbitration award rendered.

9. Indemnification: responsibilities of each party regarding liability and indemnification for any claims or damages arising from the sale or use of the products or services.
The vendor shall indemnify and hold harmless the online store from any claims, liabilities, damages, costs, and expenses arising out of the sale or use of the products or services provided by the vendor. The online store shall indemnify and hold harmless the vendor from any claims, liabilities, damages, costs, and expenses arising out of any negligence or willful misconduct on the part of the online store. Each party's indemnification obligations shall survive the termination or expiration of this agreement.

10. Term and Renewal: The initial term of the agreement and any provisions for automatic renewal or renegotiation.
The initial term of this agreement shall be [1] year from the effective date. Upon expiration of the initial term, this agreement shall automatically renew for successive [1] year term unless either party provides written notice of non-renewal at least [30] days prior to the expiration of the then-current term. The terms and conditions of this agreement may be renegotiated upon mutual agreement of the parties.

Please review the terms and conditions outlined in this Agreement and signify your acceptance by signing a copy of this letter. We look forward to a successful partnership.