Retail Non-Binding Term Sheet

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I. Introduction

This Term Sheet outlines the preliminary terms and conditions proposed for a retail agreement between [Your Company Name] and [Counterparty Company Name]. The objective of this document is to serve as a foundation for further negotiations and does not constitute a binding legal agreement. This term sheet is meant to explain the intentions and the basic framework of the potential transaction, facilitating the drafting of a detailed contract upon mutual agreement of the terms here.

The terms presented in this document are intended for discussion purposes and are subject to change as negotiations progress. Initial acceptance of this term sheet by both parties will lead to detailed due diligence and the drafting of a comprehensive retail agreement that reflects the terms agreed upon during the negotiation phase.

II. Parties Involved

The following parties are proposed to be involved in this retail agreement:

• [Your Company Name], a corporation organized and existing under the laws of [Your State/Region], with its principal office located at [Your Company Address].

• [Counterparty Company Name], a corporation organized and existing under the laws of [Counterparty State/Region], with its principal office located at [Counterparty Company Address].

Hereinafter, [Your Company Name] may be referred to as "the Supplier" and [Counterparty Company Name] as "the Retailer".

III. Key Terms and Conditions

The following are the primary terms and conditions proposed for the retail agreement:

1. Products: The products to be supplied under this agreement include [List of Products].

2. Pricing: Prices shall be agreed upon as per the following structure [Pricing Structure] and subject to adjustments as mutually agreed by both parties.

3. Minimum Order Quantity: The minimum order quantity shall be [Specify Quantity] units per order.

4. Delivery Terms: Delivery shall be conducted by Incoterms [Specify Terms] at [Delivery Location].

5. Payment Terms: Payments are to be made as follows [Payment Terms].

6. Term of Agreement: The initial term of the agreement shall be for a period of [Specify Period], commencing on the effective date, with an option to renew subject to mutual agreement of both parties.

7. Termination: Conditions under which the agreement may be terminated include [Termination Conditions].

All terms are subject to further negotiation and the finalization of a comprehensive retail agreement.

IV. Confidentiality

Both parties agree to keep the terms of this Term Sheet and all related negotiations confidential until a final agreement may be publicly disclosed. This confidentiality clause shall remain in effect even if negotiations are terminated or no final agreement is reached.

In addition, any proprietary information exchanged during the negotiations must be protected and used solely to evaluate or carry out the proposed retail agreement.

V. Legal Considerations and Dispute Resolution

Any agreement resulting from this term sheet will be governed by the laws of [Jurisdiction]. Disputes arising under the final agreement shall be resolved through arbitration by the rules of [Specify Arbitration Body] at the venue in [Specify Venue].

Both parties agree that any final agreement will include a detailed clause specifying all legal considerations, including warranties, indemnities, and limitations of liability.

VI. Signing Authority

This term sheet will be executed by duly authorized representatives of [Your Company Name] and [Counterparty Company Name]. Signatures of the authorized representatives below indicate acceptance of this Term Sheet, subject to the finalization of a comprehensive retail agreement.

For [YOUR COMPANY NAME]:

[YOUR NAME]

[YOUR POSITION]

[DATE SIGNED]

For [COUNTERPARTY NAME]:

[COUNTER PARTY REPRESENTATIVE NAME]

[POSITION]

[DATE SIGNED]

VII. Effective Date

This Term Sheet is effective upon the last signature dated and remains valid until superseded by a formal retail agreement or terminated by mutual consent of both parties.

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