DISTRIBUTION AND RESELLER AGREEMENT

November 27, 2023

DISTRIBUTION AND RESELLER AGREEMENT

This Agreement is entered on this ______ day of _______ 20__ by and between
SPANGLISH FOODS INC. (hereinafter referred to as the “Company”) and BEAT
THE RUSH DELIVERY (BTR) (hereinafter referred to as the "BTR"). Together
referred to as "parties."
1. Purpose.
The purpose of this agreement is for BTR to purchase the product, Spanglish adobo
seasoning from the company and resell the same to third parties.
The Company will be notified by BTR every time they have secured a new
deal/account with a retail store, grocery, a food service partner (restaurant, caterer,
chef) so, that the Company may keep a trackable database and quality control.
Parties agree that BTR cannot sell Spanglish adobo seasoning on their website or e-
commerce store.
2. Restock.
Parties herein agree that BTR will be able to restock their inventory of Spanglish
adobo by placing an order from the Company.
3. Payment Details.
The Parties herein agree and acknowledge that BTR shall purchase Spanglish
adobo seasoning at the agreed-upon price of $4.44 per bottle which is allowed to be
changed and renegotiated based on the cost of goods and inflation (Spanglish
Original 4.5oz, Spanglish Spicy 4.5oz, and Spanglish Salt-Free 3.5oz – plus
shipping).
 BTR suggested MSRP when selling to resellers is $4.69 per bottle plus
shipping.
 BTR suggested MSRP when selling person to person (ie., vending events, in-
home demos, street selling) is 3 for $20 or 1 for $8.
4. Confidentiality.
Both parties acknowledge that during the performance of the services herein, parties
may come across information that is considered confidential. Parties agree not to
disclose this information to any third parties without prior written consent from the
other party unless the information is shared with the employees during the cause of
the performance of the duties and obligations herein, who shall not disclose the
confidential information with any third parties without the written consent from the
other party.

5. Governing Law.
Parties herein agree that the provisions of this Agreement shall be construed in
accordance with the laws of the state of Delaware.
6. Dispute Resolution.
In the event of a dispute between the parties regarding the enforcement or
interpretation of the duties and obligations, the dispute shall be settled through
mediation.
7. Termination.
Either party to this Agreement may terminate the terms herein by issuing a prior
written notice to the other party. Reasons for termination may include but are not
limited to; –
i. Interfering with the product.
ii. Fraud.
iii. Failure to fulfill their obligation.
8. Force Majeure.
Neither party herein shall be held liable for failure or delay in performing the
obligations and duties set herein or be deemed to be in breach of these Terms if
such failure, delay, or breach, was caused by Acts of God, natural disaster, war,
government restrictions or any other reasonable causes beyond the control of either
party.
9. Entire Agreement.
The terms and provisions contained in this Agreement constitute the entire
Agreement between the parties and supersede any prior written or oral agreements
or promises.
IN WITNESS WHEREOF, parties have caused this Agreement to be executed on
the date herein below (the “Effective date”).
Signed by the COMPANY; –
Signature:
___________________________
Representative:
_______________________
Date:
_______________________________

Signed by the BRT; –
Signature:
___________________________
Representative:
_______________________
Date:
_______________________________

Email Address:
_______________________

Email Address:
_______________________

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