Beverage Smoothie Template

Beverage Smoothie Supply Agreement

This Beverage Smoothie Supply Agreement (the Agreement) is entered into as of Effective Date: by and between Supplier Name: with principal place of business at Supplier Address: , and Client Name: with principal place of business at Client Address: .

RECITALS

WHEREAS, Supplier is engaged in the formulation, preparation and supply of ready-to-serve beverage smoothies and related products and has the capacity, certifications and facilities required to produce products in accordance with industry standard food-safety practices; and

WHEREAS, Client desires to purchase beverage smoothies from Supplier for resale or distribution under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to document their obligations, delivery schedules, pricing and quality standards in a single binding agreement.

SCOPE OF WORK

Item 1 Name: Unit Price: Minimum Order:

Item 2 Name: Unit Price: Minimum Order:

Additional product lines and specifications may be added by written amendment to this Agreement. Supplier shall provide ingredient lists and allergen declarations for each product delivered.

PAYMENT TERMS

Late Payment Fee: If any undisputed invoiced amount remains unpaid after days, interest shall accrue at % per month (or the maximum rate permitted by law, if lower). Supplier may suspend deliveries for invoices overdue by more than days upon seven (7) days' written notice.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until 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 at least days prior to the effective date of termination. Either party may terminate for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice. Termination does not relieve either party of payment obligations accrued prior to termination.

CONFIDENTIALITY

Definition: "Confidential Information" means proprietary business information, formulas, specifications, pricing, customer lists, recipes, processes, non-public technical or commercial information disclosed by one party to the other either orally or in writing and designated as confidential or which by its nature should reasonably be understood to be confidential.

Obligations: Receiving party shall (i) use Confidential Information solely for performance under this Agreement, (ii) restrict access to Confidential Information to employees and agents having a need to know and bound by confidentiality obligations at least as protective as those in this Agreement, and (iii) not disclose Confidential Information to any third party without prior written consent of the disclosing party, except as required by law. These obligations survive termination for a period of three (3) years.

QUALITY, COMPLIANCE AND RECALLS

Supplier warrants that all products delivered under this Agreement shall comply with applicable food safety and labeling laws, be produced in accordance with good manufacturing practices and be free from defects in material and workmanship. Supplier shall maintain all required permits and certifications and shall permit Client, upon reasonable notice, to audit Supplier's relevant production records.

In the event of a product recall or required corrective action, Supplier shall promptly notify Client and coordinate all actions necessary to protect consumer safety. Costs associated with a recall caused by Supplier's negligence shall be borne by Supplier.

INDEMNIFICATION AND INSURANCE

Supplier shall indemnify, defend and hold harmless Client from and against any third-party claims arising out of Supplier's breach, negligence or willful misconduct, including personal injury or property damage related to supplied products. Supplier shall maintain commercial general liability and product liability insurance with limits sufficient for the industry and shall provide certificates of insurance upon request.

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 courts located in that State for any suit arising out of or relating to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments, exhibits and purchase orders specifically incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, proposals and agreements, oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

ADDITIONAL TERMS

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