Business Route Template

BUSINESS ROUTE TEMPLATE

THIS BUSINESS ROUTE TEMPLATE (the "Agreement") is entered into as of between Client Name: ("Client") and Service Provider Name: ("Provider").

WHEREAS

WHEREAS, Client engages Provider to establish, operate and maintain specified business routes for the sale, delivery or servicing of Client products or services within designated territories under the terms and conditions set forth herein.

WHEREAS, Provider represents that it has the experience, personnel and resources necessary to perform the routing, distribution and reporting obligations described in this Agreement.

WHEREAS, the Parties desire to set forth their respective rights and obligations regarding routes, compensation and related operational requirements.

PARTIES

SCOPE OF WORK

Provider shall perform the following services in accordance with the standards and schedules in this Agreement. Provider's obligations include, without limitation, route development, customer calls, deliveries, merchandising, inventory reconciliation, recordkeeping, and periodic reporting to Client.

PAYMENT TERMS

Compensation: Client shall pay Provider a fee of $ per for services rendered under this Agreement.

Unpaid amounts shall accrue interest at % per month (or the maximum permitted by law), plus a one-time administrative fee of $ where applicable.

Preferred payment method: Check ACH / Bank Transfer Card Other:

TERM AND TERMINATION

Term: This Agreement commences on and continues until unless earlier terminated as provided herein.

Termination: Either Party may terminate this Agreement for convenience upon days' prior written notice. Either Party may terminate immediately for cause if the other Party materially breaches this Agreement and fails to cure within days after written notice of the breach.

Effect of Termination: Upon termination Provider shall deliver to Client all route records, customer lists, inventory reconciliations and other materials related to performance. Final compensation will be prorated to the effective date of termination, subject to Client's right to set off amounts due for damages resulting from Provider breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical, financial, customer and pricing information disclosed by one Party to the other in connection with this Agreement.

Obligations: The receiving Party shall (i) maintain Confidential Information in strict confidence, (ii) not use it except to perform obligations under this Agreement, and (iii) not disclose it to third parties except to employees, advisors or contractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein.

Exceptions and Duration: Confidential Information does not include information that becomes public through no fault of the receiving Party or is independently developed. These confidentiality obligations shall survive termination for years.

INSURANCE AND COMPLIANCE

Provider shall maintain commercially reasonable insurance, including general liability and, where applicable, vehicle and workers' compensation insurance. Provider shall comply with all applicable laws, permits and regulations in performing services and shall provide evidence of insurance upon Client's reasonable request.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

INDEMNIFICATION

Provider agrees to indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses or expenses arising from Provider's negligence, willful misconduct or breach of this Agreement, except to the extent caused by Client's negligence or willful misconduct.

ENTIRE AGREEMENT

This Agreement, including any attachments and schedules executed by the Parties, 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. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

NOTICES

REPORTING

Provider shall provide Client with reports describing route activity, sales, deliveries, inventory and customer issues at the following frequency:

MISCELLANEOUS

Relationship of Parties: Provider is an independent contractor. Nothing in this Agreement shall create an employment, partnership, franchise or joint venture relationship. Provider shall be solely responsible for all payroll taxes, insurance and other obligations arising from its personnel.

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that Client may assign to an affiliate or successor in interest to the business to which this Agreement relates.

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