Smoothie Business Document

SMOOTHIE BUSINESS AGREEMENT

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

PARTIES

RECITALS

WHEREAS, Provider is engaged in the business of producing, supplying, and delivering prepared smoothie products, proprietary smoothie recipes, and related operational services required to operate a smoothie service at the Client's premises; and

WHEREAS, Client desires to obtain from Provider certain supply and operational services related to the sale of smoothies at the Client's location(s) under the terms and conditions set forth in this Agreement; and

WHEREAS, Provider and Client intend for this Agreement to define the rights, duties, compensation, confidentiality obligations, and termination provisions for the relationship established herein.

SCOPE OF WORK

Provider shall perform the services described below to supply, prepare, and where applicable serve smoothie products for Client's retail operation. Provider's responsibilities shall include procurement of ingredients, recipe preparation, staff training (if applicable), delivery, packaging, and quality control as detailed in the scope field.

PAYMENT TERMS

As full compensation for the services rendered under this Agreement, Client shall pay Provider the compensation set forth below according to the agreed schedule. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Provider shall submit invoices in writing to the Client at the billing address above or to another billing contact designated in writing by Client. Unless otherwise stated, Client shall pay undisputed invoices within the number of days specified in the Payment Schedule. Any disputed amounts must be raised in writing within ten (10) days of receipt of the invoice; undisputed portions remain payable.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and remain in effect until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party no fewer than days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days following written notice of such breach. Termination does not relieve Client of the obligation to pay for services performed and goods delivered prior to termination.

CONFIDENTIALITY

Each party agrees to hold in strict confidence all non-public business information disclosed by the other party that is designated 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 supplier lists, proprietary recipes, pricing, customer data, and operational procedures. Confidential Information does not include information that is (a) already in the public domain through no fault of the receiving party; (b) known to the receiving party prior to disclosure; or (c) rightfully received from a third party without breach of obligation.

The receiving party shall not disclose Confidential Information except to its employees and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Upon termination or expiration of this Agreement, each party shall return or destroy Confidential Information of the other party upon written request, except to the extent retention is required by law or reasonable archival backup systems.

INSURANCE AND COMPLIANCE

Provider shall maintain, at its expense, insurance coverage appropriate to the scope of services, including general liability and product liability coverage. Provider shall comply with all applicable food safety, health, and employment laws and shall provide certificates of insurance and any required permits to Client upon request.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes that are not resolved by mutual agreement or alternative dispute resolution.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules expressly incorporated by reference, constitutes the complete and exclusive statement of the terms of the parties' agreement and supersedes all prior proposals, negotiations, and agreements, whether oral or written, with respect to the subject matter hereof. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to a successor in interest in connection with a sale of substantially all of Provider's business or assets. Headings are for convenience only and do not affect interpretation.

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