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. - CONSIDERATION
As good and valuable consideration, Green Coffee will be paid upfront Roasting and
fulfillment fees which will be reconciled and paid every 30 days. - LICENSES
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. - TERM AND TERMINATION
The term of this Agreement shall be 12 months from the commencement date.
a. 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.
b. 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.
c. Effect of Termination
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
a. Warranties
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.
b. Disclaimer
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. - INDEMNIFICATION
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 - CONFIDENTIALITY
a. 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.
b. Injunctive Relief
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.
- MISCELLANEOUS
a. Notices
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.
b. Entire Agreement
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.
c. Waiver
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.
d. Force Majeure
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.
e. Headings
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.
f. 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.
g. Independent Contractors
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.
h. Governing Law
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.
i. Construction
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.
j. Records
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:
Name: __________________
Signature: _____________
Name: __________________
Signature: ______________
At Legal writing experts, we would be happy to assist in preparing any legal document you need. We are international lawyers and attorneys with significant experience in legal drafting, Commercial-Corporate practice and consulting. In the last few years, we have successfully undertaken similar assignments for clients from different jurisdictions. If given this opportunity, The LegalPen will be able to prepare the legal document within the shortest time possible. You can send us your quick enquiry ( here )