Beverage Business Tropical Smoothie Template

BEVERAGE BUSINESS AGREEMENT — TROPICAL SMOOTHIE

THIS AGREEMENT is made and entered into as of Effective Date: by and between Company Name: and Contractor Name: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Company operates a beverage retail concept under the name and trade dress associated with Tropical Smoothie and desires to retain Contractor to provide beverage development, product supply, and point-of-sale support services in connection with Company's operations; and

WHEREAS, Contractor represents that it has the expertise, facilities and personnel necessary to perform the services described in this Agreement and is willing to provide such services on the terms and conditions set forth below.

SCOPE OF WORK

Contractor shall perform the services and deliverables described below in a professional manner consistent with industry standards applicable to beverage development, recipe scaling, ingredient sourcing, packaging, labeling, and on-site beverage preparation training.

PAYMENT TERMS

As full compensation for the services and deliverables performed under this Agreement, Company shall pay Contractor the Contract Amount and on the schedule set forth below. Contractor shall submit invoices that reference this Agreement and the applicable deliverables or time periods.

Invoices unpaid after the Payment Due date shall accrue interest at the greater of the Late Fee specified above or one and one-half percent (1.5%) per month, compounded monthly. Company shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Contractor in collecting overdue amounts.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue through End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least Notice Period (days): days prior to the intended termination date. Either Party may terminate for material breach by the other Party if such breach is not cured within thirty (30) days following written notice specifying the breach.

Upon termination, Contractor shall deliver all completed work and invoices for all services performed through the effective date of termination, and Company shall pay Contractor for all undisputed, accrued amounts due under this Agreement.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one Party (the Disclosing Party) to the other Party (the Receiving Party) relating to recipes, formulations, supplier lists, pricing, cost structures, customer lists, training materials, trade dress, marketing plans, and other proprietary business information. Confidential Information does not include information that is (a) already known to the Receiving Party without restriction at the time of disclosure; (b) becomes publicly available through no fault of the Receiving Party; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely for the performance of this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein. Upon termination or written request, the Receiving Party shall return or destroy Confidential Information and certify such return or destruction in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

MISCELLANEOUS

The Parties are independent contractors. Nothing in this Agreement shall create a partnership, joint venture, employer-employee relationship, or agency relationship between the Parties. Contractor shall be solely responsible for all taxes, withholdings and other statutory obligations related to compensation paid to Contractor.

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