Third Party Procurement and Supply Chain Services Agreement

Exclusive Supply Agreement

Agreement made on the day of , 20 , between , Inc., a corporation organized and existing under the laws of the state of , with its principal office located at (street address, city, county, state, zip code), referred to herein as Seller, and , Inc., a corporation organized and existing under the laws of the state of , with its principal office located at (street address, city, county, state, zip code), referred to herein as Buyer.

Whereas, Seller is in the business of buying large quantities of certain condiments and similar such food products (hereinafter referred to as Product and described more fully in Exhibit A attached hereto) and selling same at discount prices to retailers in the business of selling Product; and

Whereas, Buyer desires to enter into an exclusive supply agreement with Seller in order to take advantage of Seller’s discount prices, large inventory and readily available supply of Product;

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Agreement to Purchase and Sale

Seller agrees to sell and deliver, and Buyer agrees to purchase, accept, and pay for, the total requirements of Buyer of Product for Buyer's own use and for purposes of resale during the existence of this Agreement.

2. Price

The price of the Product shall be based on the prices and formula described in Exhibit A.

3. Territory Restriction

Seller agrees that for the period of (e.g., months, years) from the date of this Agreement, Seller will sell Product to Buyer, exclusively, within a square mile radius of Buyer’s address set forth above. During this period, Buyer will purchase from Seller all Product to be used or sold by Buyer and will not sell or use any other Product for resale.

4. Orders

Buyer shall place written orders with Seller on or before (Date), covering quantities to be delivered during the next month's period. The quantity ordered for delivery for the first month shall be firm. The quantity ordered for delivery for the second month shall be firm with respect to percent. The quantity ordered for delivery for the third month shall be firm with respect to percent. Payments shall be made in cash on delivery (C.O.D.).

5. Delivery and Risk of Loss

Seller shall ship Product ordered by Buyer within the shipping schedule set forth in Exhibit B attached hereto. Delivery shall be made F.O.B. Buyer’s business. Possession of and title to all Product ordered hereunder shall be deemed to pass to Buyer upon delivery to the common carrier at the point of shipment. Buyer shall thereupon assume all risk of loss or damage, except for any loss resulting from the negligence of Seller. Transportation charges and cost of insurance which may be incurred shall be added to the price for Product and shall be paid by Buyer.

6. Inspection

Buyer shall inspect all Product immediately upon arrival and shall, within calendar days of arrival, give written notice to the common carrier and Seller of any claim for damages or shortages. Buyer shall give written notice to Seller within calendar days of arrival that any part of Product does not conform with the terms of this Agreement. If Buyer fails to give any such notice, Product shall be deemed accepted for all purposes of this Agreement.

7. Force Majeure

A party to this Agreement shall not be responsible or liable to the other party if the first party is prevented, hindered or delayed by reasons of any force majeure circumstances to perform its contractual obligations according to this Agreement. In this clause, force majeure circumstances shall mean any war, riot, social disturbance, act of God, strike, lockout, trade dispute or labor disturbance, accident, breakdown of plant or machinery, fire, flood, difficulty in obtaining workmen or materials or transportation, or any other circumstances whatsoever outside the control of the party.

8. Independent Contractors

Buyer acknowledges that it is not, and shall not hold itself out as, a joint venturer, franchisee, partner, employee, servant, representative or agent of Seller. It is expressly agreed that the parties hereto are acting hereunder as independent contractors, and under no circumstances shall any of the employees of one party be deemed the employees of any other party for any purpose. This Agreement shall not be construed as authority for any party to act for another party in any agency or other capacity, or to make commitments of any kind for the account of or on behalf of another party except to the extent and for the purposes expressly provided for herein.

9. Notices

Any notice required to be given hereunder shall be deemed given if in writing and personally delivered or actually deposited in the United States mail in registered or certified form, return receipt requested, postage pre-paid, and addressed to the notified party at the address set forth above or as changed by written notice.

10. Assignment

This Agreement and the rights granted hereunder may not be assigned by either party without the prior written consent of the other, except that Seller may assign this Agreement without the written consent of Buyer to a parent company, subsidiary, affiliate or a purchaser of all or substantially all of Seller’s rights in the Product.

11. Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement.

12. Waiver

No waiver by any party of any breach of any provision hereof shall constitute a waiver of any other breach of that or any other provision hereof.

13. Entire Agreement

This Agreement, including the Exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings and all other communications between the parties. This Agreement may not be released, discharged, changed or modified except by an instrument in writing signed by a duly authorized representative of each of the parties.

14. Mandatory Arbitration

Notwithstanding the foregoing, and anything herein to the contrary notwithstanding, any dispute under this agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

WITNESS our signatures as of the day and date first above stated.