TARGET CORPORATION

Vendor Partnership Agreement

About this Contract

Target’s Vendor Partnership Agreement governs national-brand and
owned-brand (e.g., Good & Gather, Cat & Jack) suppliers selling into
Target stores and Target.com.

Vendor Partnership Agreement

This Agreement (the “Agreement”) is entered into as of [EFFECTIVE
DATE] (the “Effective Date”) by and between:

TARGET CORPORATION, a Minnesota corporation, 1000 Nicollet Mall,
Minneapolis, MN 55403 (“Target”), and [VENDOR]
(“Vendor”).

Each a “Party” and collectively the “Parties”.

RECITALS

WHEREAS, Target operates a chain of retail stores and an e-commerce
platform;

WHEREAS, Vendor wishes to supply Merchandise to Target.

NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:

1. Purchase Orders and Routing

Each PO incorporates Target’s Standards of Vendor Engagement and Routing
Guide. Vendor must ship via approved carriers using EDI and comply with the
Target Plus / Partners Online portals.

2. Pricing and Allowances

MFN pricing, MDF allowance (typically 2–5% of cost), defective allowance,
new-store allowance, and promotional funding as agreed in the Annual Trade
Plan.

3. Owned Brands

All IP for Target Owned Brands (designs, packaging, formulas, marks) is
exclusively Target’s. Vendor will not manufacture identical SKUs for
competitors during the term and for 12 months thereafter.

4. Quality, Safety, and Sustainability

Compliance with Target’s Sustainable Product Standards, Restricted
Substances List, and Forever Chemicals (PFAS) policy is required. Vendor
will participate in Target’s social compliance audit program.

5. Delivery, Title, and Risk

FOB Destination to Target DCs or stores. On-time, in-full (OTIF) >= 95%
required. Compliance fees apply per the Vendor Income Program.

6. Payment

Net 60, EDI 810/820. Set-off rights for chargebacks, deductions, and
recalls.

7. Warranties and Indemnification

Standard product warranties, IP, and compliance indemnification. Specific
recall cooperation duties: Vendor reimburses recall costs and reverse
logistics.

8. Insurance

$5M CGL with product liability, workers’ comp, auto, additional insured
endorsement.

9. Termination

Convenience: 60 days. Cause: immediate for material breach, recalls, or ESG
violations.

10. Governing Law and Disputes

Minnesota law; arbitration in Hennepin County, MN. Class-action waiver.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Effective Date.

TARGET CORPORATION: By: ____________________________ Name: __________________________ Title: ___________________________ Date: ___________________________

COUNTERPARTY: By: ____________________________ Name: __________________________ Title: ___________________________ Date: ___________________________