Delivery Hamper

DELIVERY HAMPER AGREEMENT

Agreement Date:

Parties

Recitals

WHEREAS, Supplier is engaged in the business of assembling and delivering food and gift hampers containing perishable and non-perishable goods, and maintains the necessary facilities, personnel, and licenses to provide such services in a commercially reasonable manner; and

WHEREAS, Client desires to engage Supplier to assemble and deliver one or more Delivery Hampers as described in this Agreement, and Supplier agrees to provide such services under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

Scope of Work

Supplier shall assemble and deliver the Delivery Hamper(s) consistent with the specifications, itemization and schedule set forth in this Agreement. Supplier shall source, package and handle goods in a manner consistent with industry standards and applicable health and safety requirements.

Itemized Contents

Item 1:   Qty:   Unit Price:   Total:

Item 2:   Qty:   Unit Price:   Total:

Item 3:   Qty:   Unit Price:   Total:

Additional items may be added by mutual written agreement and will be appended to this Agreement as an addendum.

Delivery Details

Desired Delivery Date:

  Recurring delivery requested   Frequency:

Payment Terms

The total contract price for the services described in this Agreement shall be: $ (Total Amount).

Late Payment: Any undisputed amount not received within days after the due date shall accrue interest at % per month (prorated daily), not to exceed the maximum rate permitted by law. In addition, Supplier may assess a one-time administrative late fee of $.

Term and Termination

Term Commencement Date: . Term End Date (if any): .

Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to the intended termination date. Termination for cause (including material breach, insolvency, or failure to cure within a commercially reasonable cure period) may be immediate upon written notice if the breach is not cured within days of notice.

Upon termination, Client shall pay Supplier for all services performed and reasonable costs incurred through the effective date of termination, including non-refundable costs of goods purchased in reliance on this Agreement.

Confidentiality

Each party (the "Recipient") shall hold in confidence and shall not disclose to any third party any Confidential Information of the other party (the "Discloser") except as necessary to perform its obligations under this Agreement. "Confidential Information" includes business, financial, pricing, customer, supplier and product formulation information, but excludes information that: (a) is or becomes publicly available through no fault of Recipient, (b) was rightfully in Recipient's possession prior to disclosure, (c) is lawfully obtained from a third party without breach of confidentiality, or (d) is independently developed by Recipient without use of Discloser's Confidential Information.

Recipient shall use at least the same degree of care to protect Discloser's Confidential Information as Recipient uses to protect its own Confidential Information, but in no event less than reasonable care. Upon written request or upon termination of this Agreement, Recipient shall return or destroy Confidential Information as directed by Discloser, except to the extent retention is required by law or legitimate backup procedures.

Warranties; Liability

Supplier warrants that goods supplied under this Agreement shall be of merchantable quality and fit for the purpose expressly communicated by Client. EXCEPT FOR THE EXPRESS WARRANTY ABOVE, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Supplier's total cumulative liability for any claim arising under this Agreement shall not exceed the total fees paid by Client to Supplier under this Agreement for the specific Delivery Hamper giving rise to the claim, except for liability arising from willful misconduct or gross negligence.

Governing Law; Dispute Resolution

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. The parties shall attempt in good faith to resolve disputes promptly by negotiation between senior representatives. If unresolved within 30 days, disputes shall be resolved by binding arbitration unless the parties mutually agree otherwise.

Entire Agreement; Amendment

This Agreement (including any attachments, addenda and executed order forms) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Independent Contractors. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, joint venture or employment relationship. Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that Supplier may assign to an affiliate or successor in interest. Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing.

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