Section 1. Contract Term
The term of this agreement is 12 months, starting from the effective date. The agreement will automatically renew for subsequent 12-month periods unless either party provides written notice of non-renewal at least 30 days before the end of the current term.
For early termination during the contract term, the client must pay an early termination fee equivalent to the average monthly charges over the past three (3) months multiplied by the number of months remaining in the contract term.
Section 2. Services
Atomix provides logistics services, including:
Warehousing
Packaging
Inventory management
Order fulfillment
Returns management
These services aim to streamline the client’s operations and ensure efficient handling of products.
Section 3. Standards
The service level agreements (SLAs) outlined in this document represent performance goals that Atomix strives to achieve. However, failure to meet these goals is not considered a breach of contract and cannot be used as grounds to terminate the agreement.
Section 4. Confidentiality
Both parties agree to:
Keep all information, documents, files, and pricing agreements confidential.
Not solicit personnel from each other during the agreement term and for one year after termination.
Limit disclosure of pricing information to authorized personnel with a legitimate need to know. Exceptions apply for public information or disclosures required by law.
Section 5. Termination
The agreement may be terminated:
At the end of the 12-month term with 30 days’ written notice prior to renewal.
Immediately in cases of insolvency, asset assignment to creditors, or dissolution of either party.
For early termination during the contract term, the client must pay an early termination fee equivalent to the average monthly charges over the past three (3) months multiplied by the number of months remaining in the contract term.
Upon termination, all client products must be removed from Atomix’s facilities within 30 days. Atomix will cease services and return or destroy any client data or materials.
Section 6. Governing Law
This agreement is governed by the laws of the State of Wisconsin. Disputes will be resolved in Wisconsin courts, and the original English version of the agreement will prevail.
Section 7. Limitation of Liability
Atomix is not liable for:
Loss, damage, or delays caused by carriers once shipments are picked up.
Claims, damages, or losses arising from carrier actions. Clients must indemnify Atomix for such issues.
Section 8. Shipping Pricing Fluctuations
Shipping costs are subject to changes based on carrier rates and market conditions. This includes fluctuations in fuel surcharges, delivery area adjustments, and other external factors. Any changes will be reflected in the client’s billing with prior notice, when possible.
Section 9. Incorrect Shipment Information
Clients must provide accurate shipment information. Any fees or penalties incurred due to incorrect details will be passed on to the client and invoiced within 12 months. Clients must promptly pay these fees.
Section 10. Pricing
Pricing and payment terms include:
Estimated costs for storage, fulfillment, packaging, and carrier fees are outlined in Exhibit A.
Adjustments may occur based on market forces or volume changes.
Invoices must be paid within one (1) business day of receipt. Late payments are subject to interest and potential service suspension.
Section 11. Proprietary Rights Ownership
Atomix retains ownership of all intellectual property associated with its services and deliverables. Clients are granted limited rights to use these as per the agreement. All rights cease upon agreement termination.
Section 12. Client Obligations
Clients must:
Provide accurate content and product labeling.
Maintain compliance with laws and regulations.
Ensure that their representatives and users follow the terms of the agreement.
Section 13. Obligations
This section includes:
Confidentiality: Both parties agree to safeguard sensitive information.
Indemnification: Atomix will indemnify the client for intellectual property claims, while the client indemnifies Atomix for breaches, negligence, or regulatory non-compliance.
Section 14. General Provisions
This section includes:
Force Majeure: Performance delays due to uncontrollable events (e.g., natural disasters) are excused.
Data Retention: Client data is stored for 12–24 months and deleted after agreement termination.
Dispute Resolution: Litigation for disputes will take place in Wisconsin courts.