Legal Gur-Meat Agreement

LEGAL GUR-MEAT AGREEMENT

This Legal Gur-Meat Agreement ("Agreement") is entered into as of , by and between Supplier Name: , a Entity Type: Corporation LLC Other (Principal place of business: ) and Buyer Name: , a Entity Type: Corporation LLC Other (Principal place of business: ).

RECITALS

WHEREAS, Supplier develops, manufactures and supplies meat products marketed under the trade designation "Gur-Meat" and related product specifications (collectively, "Gur-Meat Products"), and Supplier is willing to supply and sell Gur-Meat Products to Buyer on the terms and conditions set forth herein;

WHEREAS, Buyer desires to purchase Gur-Meat Products from Supplier for resale or incorporation into Buyer's goods in accordance with the product specifications and quality requirements set forth in this Agreement;

WHEREAS, the parties desire to establish a binding commercial relationship regarding supply, quality, price, intellectual property and risk allocation as set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Gur-Meat Products" means the products described in Exhibit A: and any modifications agreed in writing.

1.2 "Specification" means the written product specifications attached as Exhibit B and any subsequent written amendments agreed by the parties. Supplier warrants that all deliveries will conform to the Specification in all material respects.

2. SUPPLY AND PURCHASE OBLIGATIONS

2.1 Supply Obligation. Subject to the terms of this Agreement, Supplier shall manufacture and sell to Buyer, and Buyer shall purchase from Supplier, the quantities of Gur-Meat Products ordered by Buyer in accordance with accepted purchase orders. Minimum annual purchase quantity: .

2.2 Purchase Orders. Buyer will issue purchase orders specifying product, quantity, requested delivery date and delivery location. Supplier must acknowledge each purchase order in writing within five (5) Business Days and may reject only for reasonable manufacturing or supply constraints.

3. SPECIFICATIONS, INSPECTION AND ACCEPTANCE

3.1 Conformance. Supplier shall ensure all Gur-Meat Products conform to the Specification and all applicable laws and regulatory requirements. Supplier shall maintain records evidencing compliance and shall allow Buyer reasonable access to such records upon request.

3.2 Inspection and Rejection. Buyer shall inspect delivered products within days of receipt. Nonconforming products may be rejected by Buyer in writing. Supplier shall, at its option and expense, replace nonconforming products or issue a credit within a reasonable time.

4. PRICE AND PAYMENT

4.1 Price. The purchase price for Gur-Meat Products shall be as set forth in each accepted purchase order: Unit Price: $ unless otherwise agreed in writing.

4.2 Payment Terms. Unless otherwise agreed in writing, Buyer shall pay Supplier within days from receipt of a correct invoice. Late payments shall bear interest at the rate of .

5. DELIVERY; TITLE; RISK OF LOSS

5.1 Delivery Terms. Deliveries shall be made FOB Supplier's facility unless otherwise agreed in writing. Delivery dates provided by Supplier are estimates but Supplier will use commercially reasonable efforts to meet requested dates.

5.2 Title and Risk of Loss. Title and risk of loss shall pass to Buyer upon delivery to the carrier at Supplier's shipping point, unless otherwise set forth in the applicable purchase order.

6. WARRANTIES; DISCLAIMER

6.1 Supplier Warranty. Supplier warrants that the Gur-Meat Products delivered shall (a) conform to the Specification; (b) be free from material defects in workmanship and materials; and (c) be merchantable and fit for the ordinary purposes for which such goods are used, subject to Buyer's proper handling and storage.

6.2 Exclusive Remedies. Buyer's sole and exclusive remedies for breach of the foregoing warranties shall be, at Supplier's election, repair, replacement or refund of the purchase price for nonconforming goods, provided Buyer notifies Supplier as required in Section 3.2.

7. CONFIDENTIALITY

7.1 Definition. "Confidential Information" means nonpublic technical, commercial and financial information disclosed by one party to the other in connection with this Agreement, including Specifications, formulations, pricing and business plans.

7.2 Obligations. The receiving party shall hold Confidential Information in confidence, use it only for performance of this Agreement, and not disclose it except to employees and contractors with a need to know who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations survive termination for three (3) years.

8. INTELLECTUAL PROPERTY

8.1 Ownership. Supplier retains all right, title and interest in and to the Gur-Meat trademark, trade dress and Supplier confidential processes. Buyer shall not adopt or use any confusingly similar mark or trade dress without Supplier's prior written consent.

8.2 Limited License. Supplier grants Buyer a non-exclusive, non-transferable, revocable license to use the Gur-Meat trademark solely to market and sell purchased Gur-Meat Products during the Term, subject to Supplier's brand guidelines and quality control.

9. INDEMNIFICATION; INSURANCE

9.1 Indemnification by Supplier. Supplier shall indemnify, defend and hold harmless Buyer from and against all third-party claims arising out of Supplier's breach of warranty, negligence, or willful misconduct, including product liability claims, and shall pay resulting damages, costs and reasonable attorneys' fees.

9.2 Insurance. Supplier shall maintain commercial general liability and product liability insurance with combined single limits not less than $ per occurrence and provide certificates upon reasonable request.

10. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, fraudulent misrepresentation, or Supplier's indemnification obligations under Section 9, neither party shall be liable to the other for consequential, incidental, punitive or special damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total amounts paid or payable by Buyer to Supplier hereunder during the twelve (12) months immediately preceding the event giving rise to the claim or $, whichever is greater.

11. TERM AND TERMINATION

11.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of years, unless earlier terminated as provided below.

11.2 Termination for Cause. Either party may terminate this Agreement for material breach that remains uncured after thirty (30) days' written notice specifying such breach. Termination does not relieve either party of obligations accrued prior to termination.

12. FORCE MAJEURE

Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, strikes, shortages of raw materials, governmental actions or pandemic. The affected party shall promptly notify the other and use commercially reasonable efforts to resume performance.

13. NOTICES

Supplier Notice Address:

Buyer Notice Address:

14. AMENDMENT; WAIVER; ASSIGNMENT; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties. No waiver of any breach shall constitute a waiver of any other breach. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor by merger or sale of substantially all assets.

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Delivery of executed signatures by electronic transmission shall be effective to bind the parties.

15. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

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

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements and understandings, written or oral.

16. MISCELLANEOUS

16.1 Remedies. Except as otherwise provided, the rights and remedies provided herein are cumulative and in addition to any other rights available at law or in equity, including injunctive relief to prevent unauthorized use of intellectual property or disclosure of Confidential Information.

16.2 Interpretation. Headings are for convenience only and shall not affect interpretation. The words "including" and "including without limitation" shall be construed to mean “including, without limitation.”

EXHIBITS

The following exhibits are attached and incorporated by reference: Exhibit A — Product Description; Exhibit B — Product Specifications. If not attached at signature, the parties shall provide and finalize exhibits within thirty (30) days.

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