Food Product Cocoa Cereal

GENERAL BUSINESS AGREEMENT — FOOD PRODUCT: COCOA CEREAL

Parties

This General Business Agreement (the Agreement) is entered into as of Effective Date: by and between:

Recitals

WHEREAS, Seller manufactures, packages, and supplies a cereal product composed primarily of cocoa, cereal grain, sweeteners, and permitted additives identified in Product Specifications: (the Product); and

WHEREAS, Buyer desires to purchase, market, and distribute the Product in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to set forth their respective obligations, quality requirements, delivery schedules, pricing and payment terms, and confidentiality obligations with respect to the Product.

Scope of Work

Seller shall manufacture, package, label and deliver the Product in accordance with the specifications, standards and schedules set forth below:

Delivery and Acceptance

Shipping terms: ; Lead time per order:

Payment Terms

Contract Price (total estimated): ; Unit Price (per case/unit):

Initial deposit required upon execution: . Payments shall be made in cleared funds by the method specified in the invoice. Overdue amounts shall bear interest and collection costs as set forth below.

Late fee / interest rate (per month on overdue balances): . If Buyer fails to pay any amount when due, Buyer shall also pay reasonable costs of collection, including attorneys' fees.

Term and Termination

Term commencement (Start Date): ; Term expiration (End Date):

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Termination for material breach shall be effective upon written notice if the breaching party fails to cure within days after receipt of notice specifying the breach.

Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information includes, but is not limited to, formulas, recipes, manufacturing processes, supplier lists, pricing, cost and margin information, customer lists, and marketing plans.

Confidentiality obligations shall continue for a period of years following termination or expiration of this Agreement, except with respect to trade secrets for which obligations shall continue as long as such information remains a trade secret.

Indemnification and Insurance

Seller shall indemnify, defend and hold harmless Buyer and its affiliates from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of or relating to defective manufacturing, contamination, nonconforming product, mislabeled product, or breach of Seller's warranties hereunder.

Buyer shall indemnify Seller for claims arising out of Buyer's negligent misuse or modifications to the Product or Buyer's marketing representations inconsistent with Seller's approved labeling.

Insurance: Seller shall maintain commercial general liability, product liability and other insurance customary for manufacturers of food products with minimum limits of per occurrence and shall provide certificate of insurance upon request.

Recalls, Withdrawals and Notifications

In the event of a suspected or actual contamination, adulteration, allergen mislabeling, or other food safety event that may require a recall or market withdrawal, the party detecting the issue shall immediately notify the other party in writing. The parties shall cooperate in good faith to determine and implement corrective actions and shall allocate recall-related costs as follows:

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved by binding arbitration in a mutually agreed location unless the parties agree otherwise in writing.

Entire Agreement; Amendments

This Agreement, including all attachments and any written purchase orders accepted pursuant to this Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by authorized representatives of both parties.

Miscellaneous

Force Majeure: Neither party shall be liable for delay or failure to perform any obligation hereunder if such delay or failure is caused by events beyond the reasonable control of the party, provided that the affected party gives prompt written notice to the other and uses commercially reasonable efforts to resume performance.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Buyer may assign to an affiliate or in connection with a sale of substantially all of its assets.

Sign Now