Vegetable Supply Management Agreement

Vegetable Supply Management Agreement

This Vegetable Supply Management Agreement (the Agreement) is made effective as of , (Effective Date), by and between:

WHEREAS

WHEREAS, Client is engaged in the production, aggregation, or sale of agricultural produce and requires management services to coordinate sourcing, quality control, storage, and delivery of vegetable products; and

WHEREAS, Manager represents that it has the expertise, personnel, and infrastructure to manage the supply chain activities described in this Agreement and desires to perform such services on the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

1. Scope of Work

Manager shall provide supply management services including procurement coordination, harvest scheduling, post-harvest handling, quality inspection, storage management, packaging coordination, transportation scheduling, and record-keeping for vegetable products delivered to Client or Client's customers. Specific tasks, performance metrics, and reporting requirements are set forth below and further described by the parties in Scope of Work attachments incorporated into this Agreement.

2. Payment Terms

Client shall pay Manager fees for services rendered as follows.

All fees are exclusive of taxes. Client shall be responsible for any sales, use, value added or similar taxes imposed on payments hereunder, except taxes imposed on Manager's income.

3. Term and Termination

The term of this Agreement shall commence on , and shall continue until , unless earlier terminated as provided herein.

Either party may terminate this Agreement immediately for material breach by the other party if such breach is not cured within thirty (30) days after written notice. Upon termination, Client shall pay Manager for services performed through the effective date of termination and any reasonable wind-down costs incurred by Manager, subject to Client's right to withhold amounts for Manager's uncured defaults.

4. Confidentiality

“Confidential Information” means nonpublic information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including but not limited to pricing, sourcing contacts, crop yields, customer lists and proprietary procedures. The receiving party shall (a) hold Confidential Information in strict confidence; (b) use it only to perform obligations under this Agreement; and (c) restrict disclosure to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

The confidentiality obligations shall not apply to information that (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to receipt from the disclosing party; or (iii) is required to be disclosed by law or valid order of a court or governmental authority, provided the receiving party gives prompt written notice to permit the disclosing party to seek protective relief.

5. Insurance and Indemnification

Manager shall maintain, at its expense, commercial general liability insurance and product liability insurance in amounts customary for the industry and sufficient to cover reasonably foreseeable claims arising from Manager's performance. Upon request, Manager shall provide certificates of insurance to Client.

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims, losses, liabilities and expenses (including reasonable attorneys’ fees) arising from the indemnifying party’s negligence, willful misconduct or breach of this Agreement, except to the extent caused by the indemnitee’s negligence or willful misconduct.

6. Inspection, Acceptance and Quality Control

Client or Client’s designee shall have the right to inspect products at agreed points of packing, storage or prior to shipment. Manager shall implement quality control procedures consistent with industry standards and any specifications agreed in writing. Rejected lots shall be documented and retained for a reasonable period to permit investigation and disposition.

7. Notices

All notices shall be in writing and delivered by certified mail, courier, or personal delivery to the addresses provided above and shall be effective upon receipt.

8. 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.

9. Entire Agreement; Amendment

This Agreement, together with any attachments or exhibits expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

10. Survival

Provisions that by their nature should survive termination or expiration of this Agreement, including confidentiality, indemnification and payment obligations, shall survive.

11. Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or in connection with a sale of substantially all of Client's assets. If any provision is held unenforceable, the remaining provisions will remain in full force and effect.

The parties acknowledge that each has had the opportunity to be represented by counsel and that this Agreement shall be construed without presumption for or against either party as drafter.

Sign Now