COFFEE ROASTING AND PACKAGING AGREEMENT
This Agreement is entered into on this ______ day of _________ 2021, by and between _____________________ (hereinafter the “Client”) of __________________ (“ADDRESS”) and Green Coffee (hereinafter the “Company”) of ____________________ (“ADDRESS”)
- SCOPE OF ACTIVITIES
Green Coffee will roast, package and ship coffee for the Client. The Client shall supply all packaging and marketing materials necessary for fulfillment of Green Coffee’s services. The Parties acknowledge that their respective obligations to undertake the activities and requirements serve as good and valuable consideration for this Agreement.
As good and valuable consideration, Green Coffee will be paid upfront Roasting and fulfillment fees which will be reconciled and paid every 30 days.
The Client grants to Green Coffee a non-exclusive, non-transferable, royalty-free license to use The Client’s trade names, trademarks, logos and service marks (collectively Marks) in connection with the performance of this Agreement. Except as specifically provided in this Agreement, nothing in this Agreement shall confer upon Green Coffee any right, title or interest in any of the Marks or goodwill of The Client. Green Coffee acknowledges that The Client’s Marks and any related goodwill are the sole and exclusive property of The Client.
The Client acknowledges that it retains ownership of all its Marks and other intellectual property rights that are licensed to it. Green Coffee acknowledges that its utilization of The Client’s Marks will not create in it, nor will it represent it has, any right, title or interest in or to The Client’s Marks other than the express and limited right to use The Client’s Marks as granted under this Agreement. Green Coffee agrees that it shall cease using The Client’s Marks immediately upon request, and in no event shall this license survive the term of this Agreement.
The term of this Agreement shall be 12 months from the commencement date.
- Termination for Cause
If either Party materially defaults in the performance of any provision of this Agreement, and such default is not cured within 30 days after the non-defaulting Party gives the defaulting Party written notice of such default, then the non-defaulting Party shall be entitled to terminate the Agreement immediately upon written notice of termination to the defaulting Party.
- Termination for Convenience
The parties may terminate this Agreement for any reason at any time after the “Commitment period” with 60 days prior written notice without further obligation of either Party except for any outstanding payment obligations hereunder.
Termination shall not relieve either Party of any obligations incurred prior to the termination. Upon termination, The Client shall pay shipping costs for excess Green Coffee inventory to be returned or forfeits that inventory. The Client shall pay for any order that has been fulfilled.
- WARRANTIES AND DISCLAIMER
Each Party represents and warrants to the other that:
(i) It has the full corporate right and authority to enter into this Agreement and to perform the acts required of it hereunder;
(ii) the execution of this Agreement by such Party and the performance by such Party of its obligations and duties hereunder do not and shall not violate any other Agreement to which such Party is a Party or by which it is otherwise bound;
(iii) When executed and delivered by such Party, this Agreement shall constitute the legal, valid and binding obligation of such Party, enforceable against such Party according to its terms;
(iv) Such Party acknowledges that the other Party makes no representations, warranties or Agreements related to the subject matter hereof that are not expressly specified in this Agreement.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES AND EACH PARTY HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
Client shall defend, indemnify, and save Green Coffee harmless, at Client’s own expense, against any action or suit brought for any loss, damage, expense or liability that may result by reason of an infringement of any patent, trademark, copyright, or trade secret based upon the normal and intended use of the Deliverables furnished to Green Coffee hereunder. Should any of the Deliverables furnished to Green Coffee hereunder become the subject of a claim of any infringement of a patent, trademark, copyright, or trade secret, Client shall, at its option and expense, deliver non-infringing material, modify the material so that it becomes non-infringing, or procure for Green Coffee the right to continue using Client’s infringing material.
Client agrees to indemnify and hold Green Coffee harmless against all claims, liabilities, demands, damages, or expenses (including attorneys’ fees and expenses) arising out of or in connection with Client’s use of the Deliverables
- Protection of Information
The parties may provide each other with confidential information and trade secrets, including without limitation, information on their respective organization, business, finances, personnel, services, systems, pricing, structure, proprietary products and processes, transactions and/or business relations (collectively, the “Information”). The term “Information” shall not include (i) information generally available to the public through no fault of the other Party, (ii) information which the other Party already had knowledge of, or (iii) information which has become part of the public domain through no fault of the other Party. Each Party agrees to retain in confidence at all times and to require its employees, consultants, professional representatives and agents to retain in confidence all information disclosed by the other Party. Each Party shall only use the other’s information solely for the purpose of performing obligations under this Agreement, and only disclose the Confidential Information on a need-to-know basis. Each party shall take all necessary precautions in handling the Confidential Information of the other party and limit disclosures on a strict need-to-know basis. Further, the receiving Party may disclose information to the extent ordered to be disclosed by subpoena, other legal process or requirement of law, after first giving the disclosing Party a reasonable opportunity to contest such disclosure requirement.
Each Party acknowledges and agrees that any use or disclosure of Confidential Information by the Party in a manner inconsistent with the provisions of this Agreement may cause another Party harm which will not be compensable by monetary damages alone and, accordingly, such other Party will, in addition to other available legal or equitable remedies, be entitled to seen an immediate injunction restraining the disclosing Party from committing or continuing to commit a breach. A Party may avail itself of injunctive relief in addition and without prejudice to any other remedies available to it.
All notices that either Party is required or may desire to serve upon the other Party shall be in writing and addressed to the Party to be served at the respective addresses set forth herein and shall be sent via U.S. Express Mail or private express courier service with confirmed receipt and will be effective upon receipt at the addresses listed herein (unless the Parties are notified in writing of a change in address, in which case notice will be sent to the new address).
Unless the context of this Agreement clearly requires otherwise, any notice or other communication required by this Agreement, regardless of whether the applicable subsection of this Agreement contemplates email delivery of such notice or communication, may be done via email.
This Agreement constitutes the entire understanding and agreement between the parties with respect to the transactions contemplated, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement or communication between the Parties concerning the subject matter hereof. Neither Party is relying upon any warranties, representations, assurances, nor inducements not expressly set forth herein.
No waiver of any provision of this Agreement or any rights or obligations of either Party hereunder shall be effective, except pursuant to a written instrument signed by the Party waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.
Neither Party shall be deemed in default hereunder, nor shall it hold the other Party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, armed conflict, labour strike, lockout, pandemic or boycott, provided that the Party relying upon this section (i) shall have given the other Party prompt written notice thereof and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this section extends for a period in excess of thirty (30) days in the aggregate, either Party may immediately terminate this Agreement.
The section and paragraph headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, govern, limit, modify or construe the scope or extent of the provisions of this Agreement to which they may relate. Such headings are not part of this Agreement and shall not be given any legal effect.
- Amendments and Severability
No amendment or modification of this Agreement, nor any waiver of any rights, will be effective unless assented to in writing by the party to be charged, and the waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default. In the event that any provision of this Agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained shall not, in any way, be affected or impaired thereby.
The Parties to this Agreement are independent contractors. Neither Party is an agent, representative, or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, joint venture, partnership, franchise, sales, representative or employment relationship between the Parties or to impose any partnership obligation or liability upon either Party. Each Party shall bear its own costs and expenses in performing this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to conflicts of laws or choice of laws rules. All legal actions relating to this Agreement shall be brought in the state or federal courts located in the State of New York.
In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed, or if any provision is held invalid by a court of competent jurisdiction, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties, and the remainder of this Agreement shall remain in full force and effect. There shall be no presumption for or against either Party as a result of such Party being the principal drafter of this Agreement.
During the Term and for a period of 1 year thereafter, the Parties will maintain books and records related to the customer transactions contemplated under this Agreement. Upon reasonable notice, the requested Party will provide such books and records to the requesting Party for review to ensure the requested Party’s compliance with the terms of this Agreement.
IN WITNESS WHEREOF, the parties execute this agreement as follows:
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