Coffee Shop Cold Brew Coffee Template

COFFEE SHOP COLD BREW COFFEE AGREEMENT

Effective Date:

RECITALS

WHEREAS, Supplier is engaged in the production and supply of cold brew coffee concentrate and related products and holds necessary facilities, equipment and quality assurance procedures to manufacture the cold brew product described in this Agreement; and

WHEREAS, Coffee Shop desires to purchase and resell Supplier's cold brew coffee product, and Supplier agrees to manufacture and deliver product meeting the specifications and schedules set forth herein; and

WHEREAS, the parties wish to set forth the terms, conditions, and obligations governing their commercial relationship for the production, supply, delivery, and sale of cold brew coffee by entering into this Agreement.

SCOPE OF WORK

Supplier shall manufacture, package, and deliver cold brew coffee product in accordance with the specifications, production volumes and delivery schedules set forth below and in any purchase orders issued under this Agreement. Supplier shall perform such services in a professional manner consistent with industry standards.

PRODUCT SPECIFICATIONS & ORDERS

Product:    Concentration:

Minimum Order Quantity:    Standard Lead Time: days

DELIVERY AND ACCEPTANCE

Deliveries shall be FCA Supplier's facility unless otherwise agreed in writing. Title and risk of loss pass to Coffee Shop upon delivery to the carrier, subject to Coffee Shop's right to inspect and reject non-conforming product within the acceptance period set forth below.

Inspection / Acceptance Period: days from delivery

PAYMENT TERMS

Unit Price (per unit): $    Estimated Monthly Volume: units

Payment Due: Net days from invoice date.

Late Payment Fee: % per month on overdue balances, minimum late fee $. Parties agree fees accrue from the date payment is due.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure within days after written notice specifying the breach. Termination does not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

Each party shall treat as confidential all proprietary information disclosed by the other party in connection with this Agreement, including but not limited to recipes, formulations, pricing, customer lists, and business practices ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known by the receiving party prior to disclosure; (c) is rightfully received from a third party without breach of obligation; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely for the performance of this Agreement and shall not disclose Confidential Information to any third party except employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein. Upon termination, Confidential Information and any confidential materials shall be returned or destroyed upon request.

COMPLIANCE, WARRANTIES & INDEMNITY

Supplier represents and warrants that the delivered product shall conform to the specifications set forth in this Agreement, be fit for human consumption, and comply with all applicable food safety and labeling laws and regulations. Supplier shall maintain appropriate certifications and records evidencing such compliance and shall provide copies to Coffee Shop upon reasonable request.

Each party agrees to indemnify, defend and hold harmless the other party from and against any losses, claims or liabilities arising from its gross negligence, willful misconduct, or breach of this Agreement, including claims related to product defects or noncompliance with applicable law, except to the extent caused by the indemnified party's negligence or willful misconduct.

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 law principles. Exclusive jurisdiction for disputes arising under this Agreement shall be the state or federal courts located within that state.

ENTIRE AGREEMENT

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

NOTICES

EXECUTION

The parties have executed this Agreement by their duly authorized representatives as of the Effective Date first written above.

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