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Termination Policy

Sankofa Collective - Vendor Partnership Termination

 

POLICY OVERVIEW

This Termination Policy outlines the circumstances under which the Vendor Partnership Agreement may be terminated, the procedures for termination, and the obligations of both parties upon termination. This policy applies to all vendor partnerships and works in conjunction with all other vendor policies.

 

SECTION 1: TYPES OF TERMINATION

1.1 Voluntary Termination (With Notice)

Either party may terminate the partnership:

  • For any reason or no reason
  • With 30 days written notice to other party
  • Notice must be in writing (email acceptable)
  • Notice must state effective date of termination

Notice period begins:

  • On date notice is received (not sent)
  • Effective date cannot be less than 30 days from receipt

During notice period:

  • Partnership obligations continue
  • Orders may be placed per mutual agreement
  • Payment obligations continue per Payment Terms Policy
  • Both parties work in good faith to wind down operations

1.2 Immediate Termination (For Material Breach)

Either party may terminate immediately without notice if other party:

Product Quality & Safety (Vendor breach):

  • Ships products containing prohibited ingredients after approval
  • Misrepresents ingredients or formulations
  • Products cause customer harm or safety issues
  • Products subject to FDA warning, recall, or regulatory action
  • Repeated quality failures despite notice and opportunity to cure

Ownership & Authenticity (Vendor breach):

  • Fraudulently represents ownership (not authentically Black-owned)
  • Ownership falls below 51% Black ownership without disclosure
  • Business acquired by non-Black corporation without disclosure

Operational Failures (Either party):

  • Fails to perform material obligations (shipping, payment, etc.) for 30+ days
  • Files for bankruptcy or insolvency
  • Ceases business operations
  • Engages in illegal activity

Confidentiality & IP (Either party):

  • Material breach of Confidentiality Policy
  • Infringes intellectual property rights
  • Uses Confidential Information for competitive purposes

Ethical & Values (Either party):

  • Engages in conduct contrary to other party's values and mission
  • Makes false or defamatory statements about other party
  • Commits fraud or intentional misrepresentation

1.3 Automatic Termination

Partnership automatically terminates if:

  • Either party ceases to exist (dissolution, merger without successor agreement)
  • Either party files for bankruptcy (unless parties agree otherwise in writing)
  • Force majeure event lasts longer than 90 consecutive days
  • Required licenses or permits are revoked and not reinstated within 30 days

 

SECTION 2: NOTICE REQUIREMENTS

2.1 Written Notice

All termination notices must:

  • Be in writing (email acceptable to designated contacts)
  • State reason for termination (if for cause)
  • State effective date
  • Be sent to designated contact:

Notice is effective:

  • When received (not when sent)
  • Proof of delivery required (read receipt, delivery confirmation)

2.2 Cure Period (For Certain Breaches)

Before terminating for material breach, terminating party must:

  • Provide written notice of breach
  • Specify exact nature of breach
  • Allow 14 days for breaching party to cure (unless breach not curable)
  • Cure period may be waived for serious breaches (safety, fraud, etc.)

Breaches that are NOT curable (no cure period required):

  • Safety issues or customer harm
  • Fraud, intentional misrepresentation, or illegal activity
  • Confidentiality breaches (information already disclosed cannot be undisclosed)
  • Intellectual property infringement

Breaches that ARE curable (cure period required):

  • Late shipments or payments (if cured within 14 days)
  • Failure to provide documentation (if provided within 14 days)
  • Minor quality issues (if corrective action plan implemented within 14 days)

2.3 Termination Notice Template

Sankofa provides standardized Termination Notice template:

  • Available upon request or at sankofacollective.net/termination-notice
  • Includes checklist of common termination reasons
  • Ensures all required information included
  • Streamlines termination process

 

SECTION 3: EFFECTS OF TERMINATION

3.1 Immediate Effects

Upon effective date of termination:

Partnership obligations cease:

  • No new purchase orders placed
  • No obligation to continue relationship
  • Marketing rights license terminates (subject to wind-down - see Section 4)
  • Future performance obligations released

Accrued obligations remain:

  • Payment for goods already shipped
  • Returns of defective products already in process
  • Confidentiality obligations (continue for 3 years post-termination)
  • Indemnification obligations (survive termination)

3.2 Pending Orders

Orders placed BEFORE termination notice:

  • Vendor must fulfill unless parties agree otherwise
  • Sankofa must pay per Payment Terms Policy
  • If order not yet shipped: parties may mutually agree to cancel

Orders placed DURING notice period (voluntary termination):

  • Subject to mutual agreement
  • Neither party obligated to place or accept new orders
  • Typically, parties wind down with existing inventory

Orders placed AFTER effective date:

  • No obligation to fulfill or pay
  • Parties may negotiate new terms if relationship resumes in future

3.3 Payment Obligations

Sankofa must pay for:

  • All products shipped before termination effective date (per Payment Terms Policy)
  • All products shipped during notice period (if orders mutually agreed)

Sankofa may withhold payment for:

  • Defective or damaged products (per Vendor Returns Policy)
  • Products subject to breach that caused termination

Final payment:

  • Processed within 30 days of termination effective date
  • Accompanied by final reconciliation statement

 

SECTION 4: WIND-DOWN PERIOD (30 DAYS)

4.1 Wind-Down Activities

For 30 days after termination effective date, both parties cooperate to:

Inventory Management:

  • Sankofa sells through existing inventory (unless vendor requests return)
  • Vendor has option to:
    • (a) Have unsold inventory returned (vendor pays shipping), OR
    • (b) Allow Sankofa to liquidate at discount (vendor receives 25-50% of wholesale)
    • (c) Donate inventory (no payment to vendor; tax deduction for vendor if applicable)

Marketing Content:

  • Sankofa completes existing campaigns in progress (max 30 days)
  • Sankofa pauses new marketing featuring vendor
  • Sankofa removes vendor products from website (or marks "No Longer Available")
  • Vendor discontinues use of Sankofa name/logo in marketing

Customer Service:

  • Both parties honor existing customer commitments
  • Sankofa handles customer returns for products sold during partnership
  • Vendor provides replacement products for defective customer returns

Administrative:

  • Final invoices submitted and reconciled
  • Final payments processed
  • Outstanding claims resolved
  • Documents and property returned

4.2 Inventory Return Process

If vendor requests inventory return:

  • Vendor notifies Sankofa within 10 business days of termination
  • Vendor provides return shipping label or pays return shipping
  • Sankofa packages inventory within 20 business days
  • Inventory returned in condition received (normal wear from storage acceptable)

If vendor does not respond within 10 days:

  • Sankofa may liquidate inventory
  • Vendor receives 25% of wholesale value for liquidated products

4.3 Marketing Content Removal

Within 30 days of termination:

  • Product pages removed from website
  • Vendor profile page removed
  • Social media posts stop mentioning vendor (new posts only; historical posts may remain)
  • Email campaigns exclude vendor products
  • Paid advertising featuring vendor paused within 5 business days

Exception: Vendor may request immediate removal (within 48 hours) for:

  • Brand emergency or crisis
  • Safety or regulatory issue
  • Legal concern

 

SECTION 5: POST-TERMINATION OBLIGATIONS

5.1 Continuing Obligations

After termination (indefinite or time-limited):

Confidentiality: 3 years post-termination (or indefinite for trade secrets)
Indemnification: Indefinite (for claims arising during partnership)
Return of Property: Within 30 days
Non-Disparagement: Indefinite (see Section 5.2)
Intellectual Property: Immediate cessation of use

5.2 Non-Disparagement

After termination, both parties agree NOT to:

  • Make false or misleading statements about other party
  • Disparage other party publicly (social media, press, industry events)
  • Encourage others to avoid doing business with other party
  • Disclose confidential details of termination (unless required by law)

Permitted statements:

  • Factual statement that partnership ended (without detail)
  • Responses to direct questions if legally required (litigation, regulatory inquiry)
  • Internal communications with employees, advisors, attorneys

This does NOT prohibit:

  • Honest reviews or feedback (if factual and not defamatory)
  • Disclosure required by law or court order
  • Defense against false claims by other party

5.3 Return of Property

Within 30 days of termination, each party must:

Vendor returns to Sankofa:

  • Sankofa marketing materials provided for vendor use
  • Any Sankofa-branded materials or promotional items
  • Sankofa's Confidential Information (per Confidentiality Policy)

Sankofa returns to Vendor:

  • Vendor's marketing materials and product samples (unless agreed to dispose)
  • Vendor's Confidential Information (per Confidentiality Policy)

Both parties cease use of:

  • Other party's trademarks, logos, brand names
  • Other party's marketing content and imagery
  • Claims of partnership or affiliation

5.4 Customer Data

Upon termination:

  • Vendor must delete all Sankofa customer information (names, emails, addresses, etc.)
  • Vendor provides written certification of deletion within 30 days
  • Vendor may NOT contact Sankofa customers for marketing purposes
  • Vendor may NOT use customer data for any purpose

Exception: Vendor may retain information required by law (e.g., sales records for tax purposes) but must maintain confidentiality

 

SECTION 6: DISPUTE RESOLUTION POST-TERMINATION

6.1 Disputes Arising from Termination

If parties dispute termination or its terms:

  • Follow Dispute Resolution Policy (sankofacollective.net/dispute-resolution)
  • Mediation required before litigation
  • Arbitration may be required (per Dispute Resolution Policy)

6.2 Common Post-Termination Disputes

Typical disputes:

  • Payment for final orders
  • Condition/value of returned inventory
  • Interpretation of termination cause
  • Scope of wind-down obligations
  • Confidentiality or IP violations

Resolution preference:

  • Good faith negotiation (first step)
  • Mediation (required second step)
  • Arbitration or litigation (last resort)

 

SECTION 7: TERMINATION FOR SPECIFIC REASONS

7.1 Termination Due to Product Quality Issues

If products consistently fail quality standards:

  • Sankofa provides notice of quality concerns
  • Vendor has opportunity to cure (submit corrective action plan within 14 days)
  • If quality issues persist for 60 days despite corrective action: Sankofa may terminate
  • Return rate >5% for two consecutive quarters: grounds for termination

Payment implications:

  • Sankofa pays for products that met standards
  • Payment withheld for defective products (per Vendor Returns Policy)

7.2 Termination Due to Ownership Changes

If vendor's ownership structure changes:

  • Vendor must notify Sankofa within 30 days of change
  • If ownership falls below 51% Black ownership: Sankofa may terminate immediately
  • If vendor acquired by non-Black corporation: Sankofa may terminate immediately
  • If change approved by Sankofa: Partnership continues with amended agreement

7.3 Termination Due to Financial Issues

If vendor files bankruptcy:

  • Sankofa may terminate immediately
  • Sankofa files claim as unsecured creditor for unpaid invoices (if any)
  • No new orders placed
  • Existing inventory returned or purchased (per bankruptcy trustee instructions)

If Sankofa files bankruptcy:

  • Vendor may terminate immediately
  • Vendor files claim for unpaid invoices
  • Vendor may reclaim shipped goods if payment not yet processed (per UCC)

7.4 Strategic Business Decision Termination

If Sankofa discontinues product category:

  • 30 days notice provided
  • Not considered vendor performance issue
  • Vendor may request reference/recommendation
  • Parties part on good terms

If vendor pivots business model:

  • Vendor provides 30 days notice
  • No penalty for strategic decision
  • Parties maintain positive relationship

 

SECTION 8: RE-ENGAGEMENT AFTER TERMINATION

8.1 Cooling-Off Period

After voluntary termination:

  • Parties may re-engage at any time by mutual agreement
  • No minimum waiting period required

After termination for cause:

  • Minimum 6 months before re-application considered
  • Breaching party must demonstrate corrective actions taken
  • Sankofa has sole discretion to approve or deny re-application

8.2 Re-Application Process

If vendor wishes to re-apply after termination:

  • Submit new Vendor Partnership Application
  • Disclose prior partnership and reason for termination
  • Provide evidence of corrective actions (if terminated for cause)
  • Undergo full vetting process (ingredient analysis, ownership verification, etc.)
  • No guarantee of approval

New partnership agreement:

  • Previous terms do NOT automatically carry over
  • Negotiate new wholesale discount, payment terms, etc.
  • All policies apply as of new agreement date

 

SECTION 9: TERMINATION CHECKLIST

Party terminating must:

  •  Provide written notice (30 days for voluntary; immediate for breach)
  •  State reason and effective date
  •  Send to designated contact email
  •  Specify cure period (if applicable)

Both parties must (within 30 days of effective date):

  •  Fulfill pending orders (or mutually cancel)
  •  Process final payments
  •  Reconcile accounts
  •  Resolve returns/claims
  •  Return property and Confidential Information
  •  Remove marketing content and cease use of trademarks
  •  Delete customer data (vendor)
  •  Handle remaining inventory (return or liquidate)
  •  Provide final reconciliation statement
  •  Archive partnership documents (retain for 3 years minimum)

 

SECTION 10: TERMINATION VS. SUSPENSION

10.1 Suspension (Temporary Hold)

Sankofa may suspend (not terminate) partnership if:

  • Quality issue being investigated
  • Vendor addressing temporary operational challenge
  • Regulatory inquiry pending resolution
  • Seasonal low period (mutual agreement)

During suspension:

  • No new orders placed
  • Existing orders fulfilled
  • Partnership agreement remains in effect
  • Vendor works to resolve issue
  • Typical duration: 30-90 days

After suspension:

  • Partnership resumes if issue resolved
  • Partnership terminates if issue not resolved within agreed timeframe

10.2 Probation

Alternative to immediate termination:

  • For correctable performance issues
  • Vendor placed on probation (typically 60-90 days)
  • Specific performance metrics defined
  • Enhanced monitoring and reporting
  • If metrics met: Probation lifted
  • If metrics not met: Termination

 

SECTION 11: GOVERNING LAW & JURISDICTION

Governing Law:

  • This policy governed by laws of District of Columbia
  • Excluding conflict of law provisions

Jurisdiction:

  • Disputes resolved per Dispute Resolution Policy (sankofacollective.net/dispute-resolution)
  • Litigation venue: District of Columbia Superior Court or U.S. District Court for D.C.

 

SECTION 12: POLICY UPDATES

Sankofa Collective reserves the right to update this Termination Policy with 30 days written notice to all vendors.

Changes effective:

  • 30 days after notification
  • Do not affect pending terminations (prior policy applies)

 

SECTION 13: CONTACT INFORMATION

Termination Notice Submission:

  • Email: partnerships@sankofacollective.net
  • Subject Line: "NOTICE OF TERMINATION - [Company Name]"
  • Use Termination Notice Template (sankofacollective.net/termination-notice)

Questions About Termination Process:

 

Last Updated: January 2026

Effective Date: Upon execution of Vendor Partnership Agreement

This policy works in conjunction with: