Retailer and Practitioner Distribution Agreement
Retailer and Practitioner Distribution Agreement
Parties
This Retailer and Practitioner Distribution Agreement ("Agreement") is entered into between:
Tallawah! Targeted Relief Inc.
Operating the brand Tallawah! Targeted Relief
Unit 100A – 4936-87th Street NW
Edmonton, Alberta, Canada
Email: tallawah25@gmail.com
(Hereinafter referred to as “Tallawah”)
AND
The Retailer or Practitioner who is filling out this application
Purpose of Agreement
The purpose of this Agreement is to establish the terms under which the Partner may purchase, promote, and resell Tallawah Targeted Relief products through approved retail or professional practitioner channels.
Tallawah develops and distributes regulated natural health topical formulations designed to support pain relief, inflammation management, and recovery.
All Tallawah products distributed under this Agreement hold Health Canada Natural Product Numbers (NPNs) and are marketed in compliance with Canadian Natural Health Product regulations.
Products Covered
This Agreement applies to Tallawah Targeted Relief products including but not limited to the following products:
• Soothe Dermal
• Soothe Muscle & Joint
• Foot First
• Arthritis Formula
• Acne Care
• Eczema Care
• Sports Recovery
Tallawah may introduce additional products from time to time which will be covered by this Agreement.
Authorized Sales Channels
The Partner is authorized to sell Tallawah products through the following channels:
• Professional clinics (physiotherapy, chiropractic, massage therapy)
• Health and wellness practices
• Fitness and sports training facilities
• Retail wellness and specialty stores
• Approved online stores operated by the Partner
Products may not be resold through third-party marketplaces (including Amazon, Walmart Marketplace, etc.) without written approval from Tallawah.
Wholesale Pricing and Ordering
Tallawah provides products to Partners at preferred pricing designed to support retail resale margins. Current pricing and case quantities are provided Schedule A to this Agreement.
Reorder Flexibility
Tallawah does not require mandatory reorder commitments or minimum monthly purchasing volumes. Partners may reorder products as needed based on customer demand. Tallawah recognizes that retail and practitioner environments often experience seasonal or fluctuating demand and therefore does not impose automatic replenishment obligations.
Reorder Incentives
To support ongoing retail availability, Tallawah may offer promotional reorder incentives from time to time, including:
• volume-based discounts
• promotional bundles
• seasonal sales support
• event or clinic demonstration inventory
These incentives are discretionary and will be communicated to Partners as they become available.
Retail Pricing Expectations
Partners agree to maintain retail pricing reasonably aligned with Tallawah’s suggested retail price (SRP). Sales or promotional pricing requires preapproval by Tallawah on the basis that undo discounting may damage brand positioning and undermine other Tallawah partners. Tallawah will not withhold discounting on a reasonable basis.
Authorized Reseller Recognition
Tallawah may list approved Partners on the Tallawah website as Authorized Retailers or Authorized Practitioner Partners.
Listings may include:
• business name
• city or region
• website or contact link
The purpose of this listing is to assist customers in locating legitimate Tallawah retailers and practitioners. Tallawah reserves the right to update, modify, or remove listings if a Partner is no longer actively carrying Tallawah products.
Practitioner Use and Professional Recommendation
Where the Partner is a licensed practitioner, the Partner may:
• Recommend Tallawah products to patients or clients
• Retail products within their clinic
• Use products in demonstrations or educational settings
Practitioners remain responsible for ensuring product recommendations are appropriate for their patients and consistent with their professional standards of practice.
Marketing and Brand Representation
Partners agree to represent Tallawah products accurately and professionally and use Tallawah trademarks and marketing materials in accordance with brand guidelines.
Tallawah may provide educational materials, product guides, display materials, and digital marketing assets to support retail and practitioner partners.
Intellectual Property and Brand Use
All Tallawah trademarks, logos, product names, formulations, images, and marketing materials remain the exclusive property of Tallawah. Partners may use Tallawah branding solely for the purpose of promoting and selling authentic Tallawah products.
Partners agree they will not:
• alter or modify the Tallawah logo or branding
• create derivative branding that may confuse customers
• use Tallawah branding in connection with competing products
• register domain names or social media accounts using the Tallawah name
Any custom advertising or marketing material using Tallawah branding must be approved by Tallawah if it materially alters brand presentation.
Authorized Resale and Product Integrity
Partners agree to sell only genuine Tallawah products obtained directly from Tallawah or authorized distributors.
Partners may not:
• resell counterfeit or imitation products
• repackage Tallawah products
• alter product labeling
Violation of this provision may result in immediate termination of this Agreement.
Product Claims and Regulatory Compliance
Tallawah products are regulated under Health Canada Natural Health Product regulations.
Partners agree that all product claims and descriptions must align with approved Health Canada Natural Product Number (NPN) claims. Partners may not represent Tallawah products as curing, preventing, or diagnosing diseases beyond approved regulatory claims.
Ordering and Payment Terms
Orders may be placed through Tallawah representatives or direct order channels. Standard payment terms: Net 30 days from invoice date. Tallawah may require prepayment for new partners until credit history is established.
Shipping and Delivery
Shipping costs are typically the responsibility of the Partner unless otherwise agreed.
Tallawah will make reasonable efforts to fulfill orders promptly but is not responsible for delays caused by shipping carriers or supply disruptions.
Returns and Damaged Goods
Products damaged in transit must be reported within 7 days of receipt. Tallawah may replace damaged goods or issue credit at its discretion.
Open or used products are generally not eligible for return unless defective.
Term and Termination
This Agreement begins on the Effective Date and continues until terminated.
Either party may terminate the Agreement with 30 days written notice.
Tallawah may terminate immediately if products are misrepresented, regulatory compliance is violated, or payments remain outstanding.
Governing Law
This Agreement shall be governed by the laws of the Province of Alberta, Canada.