RESELLER AGREEMENT

This reseller agreement is entered into on ______________ by and between
ROSA’S DINER, LLC DBA SPANGLISH FOODS INC. (hereinafter referred to as
the “Company”) and ________________ (hereinafter referred to as the “Authorized
Spanglish™ Reseller Representative”). Together referred to as “parties”.
Parties agree to be legally bound by the following terms; –
1. Appointment.
The reseller herein authorizes ______________ as the Authorized Spanglish
Resellers. The ASRR acknowledges that they will represent the Company per the
terms of this agreement.
2. Term.
This Agreement shall be for ___________ from the date of signing this agreement
(“Effective Date”) mentioned below.
3. Services.
The ASRR is a reseller of Spanglish™ Adobo seasoning with the opportunity to also
be the co-broker with the company
Parties agree that ______________ being the Authorized Spanglish Reseller is
assigned territories where he can broker new accounts with retail stores and food
service businesses.
The Reseller will be in charge of checking in on those stores at least 1 time per
month in person.
4. Selling price.
Parties agree that the reseller/co-broker shall sell each bottle to businesses/accounts
at not more than $5.99 per bottle and charge them shipping and handling costs and
any applicable taxes.
The above price can be negotiated at the reseller/co-broker’s discretion, but this will
affect their profit margins as well as the amount they get in commission.
5. Commission.
The company shall pay the reseller/co-broker a 3.2% commission per paid invoice
within 5-7 business days i.e. when an account pays their invoice to the reseller/co-
broker, and the reseller/co-broker submits proof of this paid invoice, the company will
then pay the reseller/co-broker.
6. Payment.

Parties agree that the reseller will pay the company $4.69 per bottle (plus freight
(shipping and handling costs) and applicable taxes.
7. Brokerage.
Parties herein agree that the reseller is a co-broker with the company since the
company is providing training and support in closing the deals as well as owning the
master account list.
The accounts the reseller is acquiring belong solely to the Company, so if the
reseller/co-broker decides to no longer work with the company, that account is
owned by the company and can still be managed by the company or handed to
another reseller/co-broker.
8. Guarantee.
The Company does not guarantee sales.
The reseller/co-broker understands that it may take a considerable amount of time to
acquire product placement, if at all.
The absence of sales or termination by the reseller does not release the reseller
from continuing their obligation to complete all payments as reflected in this
agreement i.e. unpaid invoices.
9. Accounts.
Parties herein agree that the company may at any time add or subtract accounts i.e.,
retailers such as supermarkets, club stores food service, etc to the customer list.
The reseller may not at any time close accounts without prior approval from the
company.
10. Exclusivity.
The reseller/co-broker will exclusively represent the Company’s products.
Parties agree that when the reseller acquires a new account with a retailer or food
service, they are representing Spanglish/the company. They are not presenting other
products to those accounts unless prior communication and approval by
Spanglish/the company.
The reseller further agrees that Spanglish/the company is not to be affiliated with
other company product brands.
11. Marketing.
The reseller is responsible for paying for her/his marketing printouts and resources.

The company will provide free approved digital marketing materials that the reseller
can use to print.
The reseller must only use company-approved marketing material, any other
material must be submitted to the company for approval.
12. Governing Law.
Parties herein agree that the provisions of this Agreement shall be construed in
accordance with the laws of the state of Delaware.
13. 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.
14. 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.
15. 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.
16. Entire Agreement.
This Agreement constitutes the complete Agreement between the parties and
supersedes any prior written or oral agreements or understandings.
17. Severability.
If any provision of this Agreement is deemed invalid or unenforceable by a court of
law, the same shall be severed from the Agreement, and the remaining provision
shall continue in full force and effect.
18. Amendment.

In the event of any amendment or modification, the same shall be agreed upon
between the parties, put into writing, and signed by the parties.
19. Waiver.
The failure of any party to exercise any right or provision of this Agreement shall not
be considered a waiver of any prior or subsequent rights.
IN WITNESS WHEREOF, parties have caused this Agreement to be executed on
the date herein below (the “Effective date”).
THE RESELLER; –
Name:
____________________________
Signature:
_________________________
Date:
_____________________________

SPANGLISH FOOD INC; –
Name:
____________________________
Signature:
_________________________
Date:
_____________________________

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