Herbal Ginseng Document

HERBAL GINSENG SUPPLY AGREEMENT

This Herbal Ginseng Supply Agreement (the Agreement) is entered into as of (Effective Date) by and between:

Producer Name:    Address:

Buyer Name:    Address:

WHEREAS

WHEREAS, Producer cultivates, processes and supplies herbal ginseng products, including but not limited to dried root, powder and extracts, and holds records of cultivation and testing as required by applicable industry standards; and

WHEREAS, Buyer desires to purchase and distribute specified herbal ginseng products for commercial sale subject to the terms and conditions set forth herein; and

WHEREAS, the parties seek to set forth their respective duties, payment terms, confidentiality obligations and remedies in a single binding agreement.

SCOPE OF WORK

Producer will manufacture, harvest, test, package and deliver the herbal ginseng product described below in accordance with the product specifications and delivery schedule agreed by the parties.

PAYMENT TERMS

Buyer shall pay Producer the total purchase price for each order as set forth below. All amounts are in U.S. dollars unless otherwise specified.

Late payments shall incur interest at the rate specified below, compounded monthly from the date payment was due until paid or the maximum allowable by law, whichever is less.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered no fewer than days prior to the intended termination date.

Termination for material breach may be effected immediately by the non-breaching party if the breaching party fails to cure a material default within thirty (30) days after receipt of written notice specifying the nature of the default. Upon termination, Buyer shall pay Producer for all goods and services performed through the effective date of termination and Producer shall, at Buyer’s option, deliver finished goods or refund any prepaid amounts for undelivered goods, subject to setoff for Buyer’s damages resulting from breach.

CONFIDENTIALITY

Each party acknowledges that it may receive confidential or proprietary information of the other party relating to formulas, cultivation methods, test results, pricing, customer lists and business operations ("Confidential Information"). Each party agrees: (a) to hold Confidential Information in strict confidence and to use it solely to perform under this Agreement; (b) not to disclose Confidential Information to any third party except as required for performance or by law and then only after providing notice and using reasonable efforts to obtain confidential treatment; and (c) to take commercially reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information shall not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was already in the receiving party's possession without obligation of confidentiality; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Yes — Both parties are bound by the confidentiality obligations above.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications, proposals and understandings, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

Producer represents that products supplied under this Agreement will be free from material defects and will conform to the specifications set forth herein. Buyer's sole and exclusive remedies for breach of such representation shall be limited to repair, replacement or refund at Producer's option, except where applicable law requires otherwise.

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