RESELLER AGREEMENT

THIS RESELLER AGREEMENT IS MADE ON THIS ………DAY OF APRIL, 2021

BETWEEN;

Starbucks Coffee Holdings UK Ltd
Building 7 Chiswick Park,
566 Chiswick High Road, London, W4 5YG

-AND-
My Coffee Cup
[Address]
[Email]

RESELLER AGREEMENT

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RESELLER AGREEMENT

THIS RESELLER AGREEMENT (the “Agreement”) is made and entered into on…………day
of……………Two Thousand and Twenty-One (2021)
BETWEEN;

STARBUCKS COFFEE HOLDINGS UK LTD a company organized and existing under the laws of
the United Kingdom whose address is Building 7 Chiswick Park, 566 Chiswick High Road,
London, W4 5YG, of the one part hereinafter referred to as “The Company”

AND

MY COFFEE CUP, a business operating in the United Kingdom and whose address is ……………of
the other part. This party shall hereafter be referred to as “The Reseller”.

WHEREAS;
A. The Reseller is desirous of reselling the Company’s custom designed cups to clients.
B. The Company is willing to grant consent to resell to the Reseller herein on the
condition that they comply with the terms set out herein.
C. The Reseller shall compensate the Company at a rate that shall be elaborated further
in this agreement.
D. The parties have agreed to be bound by the terms of this written Agreement as well
any other that may be agreed upon in writing.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions
contained herein, the sufficiency of which is hereby acknowledged, IT IS HEREBY AGREED AS
FOLLOWS:

  1. DEFINITIONS AND INTERPRETATION
    1.1. In this Agreement, except to the extent expressly provided otherwise:
    “Agreement” means this Agreement and any amendments to this Agreements which may
    be made from time to time;
    “Effective Date” means the date of execution of this Agreement;
    “Proprietary or Confidential Information” includes, without limitation, (i) written or
    oral contracts, business methods, business policies, computer retained information,
    notes, or financial information among other related documents.

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1.2. Any annexures or schedules to this Agreement shall form an integral part of and be
construed in accordance with this Agreement.
1.3. Reference to any Party hereto shall, where the context admits, be deemed to include,
as appropriate, its permitted successors, personal representatives or assigns.
1.4. The headings in this Agreement are included for convenience only and shall not affect
the interpretation or construction of this Agreement.
1.5. Words denoting the singular shall include the plural and vice versa.
1.6. Words denoting any gender shall include a reference to each other gender.

  1. TERMS AND CONDITIONS
    2.1 The Company now appoints the Reseller as an independent reseller of the Company’s
    cups. The Reseller accepts such appointment and shall be at liberty to sell, market and
    supply the Company’s custom designed cups without any hinderance.

2.2 The Company shall supply the Reseller with the custom designed cups in accordance
with the order that the Reseller shall place, and shall undertake to supply the said cups
in accordance with the agreed timelines.

2.3 The Reseller shall be at liberty to make modifications on the design of the cup such as
making an additional design or including the end purchaser’s name. The Reseller
however undertakes not to deviate from the Company’s substantive design on the cups.

2.4 Both the Company and the Reseller shall maintain an inventory of the cups supplied
and those sold as these numbers shall inform the consideration that the Reseller shall
render to the Company at the agreed time.

2.5 The Reseller shall only resell the Company’s designed cups only. Should the Reseller
desire to extend their sale to other products belonging to the Company, the Reseller
shall seek express authority to resell such other products as may be specified.

2.6 Noting that the Reseller operates their sales and marketing from a website, they shall
not be limited in regard to the locations that they may resell the Company’s cups. The

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Reseller shall however undertake to inform other buyers of the shipping costs involved if
any, and endeavour to comply with timelines issued.

2.7 The Reseller shall undertake to comply with the Company’s policies including
honesty and good faith at all times.

2.8 The Reseller shall utilize the Company’s intellectual property in trademarks,
only in as far as the sales of the custom designed cups is involved. The Company does
not in any way relinquish such intellectual property rights to the Reseller.

2.9 The Company shall not be liable for any damages occasioned to third parties by
the Reseller. Should such third party implicate the Company in such damages, the
Reseller shall indemnify and hold the Company harmless in that regard.

  1. CONSIDERATION
    3.1. The Reseller shall pay the Company a 20% royalty on all cups sold. In confirming the
    correctness of the figure tendered, the Reseller shall supply the Company with the
    tabulation of the number of cups sold, the total income realized and 20% of such
    amount being the amount that is owed to the Company.

3.2. Parties shall agree to the most convenient way of making the payment and the date at
which such amount shall fall due.

3.3. The Reseller shall endeavor to make the agreed payment to the Company in good time
without any unnecessary delay.

  1. CONFIDENTIALITY AND NON-DISCLOSURE
    4.1. The Parties shall maintain the confidentiality of all the private affairs and/or
    information of each other and shall not disclose such information to a third party
    without the express consent of that party.
    4.2. Each party’s Proprietary or Confidential Information shall remain the sole and exclusive
    property of that party. The parties agree that in the event of use or disclosure by the

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other party other than as specifically provided for in this Agreement, the non-disclosing
party may be entitled to equitable relief.

  1. TERM AND TERMINATION
    This Agreement shall come into force and effect on the Effective Date and shall remain
    effective upto 31 st December 2021, whereafter parties may re-negotiate a renewal.

Either party shall be at liberty to terminate this agreement by giving the other party a notice,
not less than 30 days while ensuring that the terminating party has complied and fulfilled all
their obligations including all financial obligations.

It is agreed that, with respect to any termination of this Agreement, both parties shall be
bound to perform their obligations in respect of orders outstanding as of the date of notice of
termination.

  1. FORCE MAJEURE
    6.1. In this Section “Force Majeure” shall mean any event beyond the reasonable control of
    the Parties, and which is unavoidable notwithstanding the reasonable care of the party
    affected, and shall include but not be limited to war, insurrection, riot, civil unrest,
    sabotage, boycott, embargo, explosion, fire, earthquake, flood, unavoidable accident,
    epidemic, act of God, action or inaction of any governmental official or agency (civil or
    military) and refusal of any licences or permits, if properly applied for.
    6.2. If either Party is prevented from or delayed in performing any of its obligations under
    this Agreement by an event of Force Majeure, then it shall notify the other in writing of
    the occurrence of such event and the circumstances thereof within fourteen (14) days
    after the occurrence of such event.
    6.3. The Party who has given such notice shall be excused from the performance or
    punctual performance of its obligations under this Agreement for so long as the relevant
    event of Force Majeure continues and to the extent that such Party’s performance is
    prevented or delayed. The occurrence of any event of Force Majeure affecting either
    party shall not give rise to any claim for damages or additional costs and expenses
    suffered or incurred by reason of Force Majeure.

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  1. SEVERABILITY OF PROVISIONS
    7.1. If any provision or part-provision of this Agreement is or becomes invalid, illegal or
    unenforceable, it shall be deemed modified to the minimum extent necessary to make
    it valid, legal and enforceable. If such modification is not possible, the relevant
    provision or part-provision shall be deemed deleted. Any modification to or deletion of
    a provision or part-provision under this Clause shall not affect the validity and
    enforceability of the rest of this Agreement.

7.2. If one Party gives notice to the other of the possibility that any provision or part-
provision of this Agreement is invalid, illegal or unenforceable, the Parties shall
negotiate in good faith to amend such provision so that, as amended, it is legal, valid
and enforceable, and, to the greatest extent possible, achieves the intended
commercial result of the original provision.

  1. WAIVER
    8.1. Failure by either party to enforce any provision of Agreement will not constitute a
    waiver or affect its right to require the future performances thereof, nor will its waiver
    of any breach of any provision of this Agreement constitute a waiver of any subsequent
    breach or nullify the effectiveness of any provision.

8.2. No waiver will be binding unless made in writing and signed by the party making the
waiver and specifically stating that it waives a provision of this Agreement.

  1. GOVERNING LAW AND DISPUTE RESOLUTION
    9.1. This Agreement shall be governed by and construed in accordance with the laws and
    regulations of the United Kingdom.

9.2. Any dispute arising out of or in connection with this Agreement shall be settled
amicably by the parties in good faith by whatever means the parties deem appropriate.
If the parties cannot themselves resolve any such dispute between them within 14 days
from the time the dispute arose, initial resort shall be had to mediation in a form
agreed by the parties. If within a further 14 days after the dispute has arisen a
satisfactory private mediation process has not been agreed upon by the parties, or if
within 30 days after the dispute has been submitted for mediation it has not been

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resolved to the satisfaction of the parties, then the dispute may be submitted for final
and conclusive resolution to the
court.

  1. NON-ASSIGNMENT
    Neither this Agreement nor any rights or obligations hereunder shall be assigned by either
    party hereto (other than by operation by law) without the prior written consent of the
    parties.
  2. ENTIRE AGREEMENT
    3.1. This Agreement constitutes the entire understanding and agreement between the
    Parties. This Agreement may not be modified except in a writing signed by the Parties
    and expressly referencing this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in
duplicate, each of which shall be considered an original, by themselves/respective signatory
officials thereunto duly authorized as of the day and year first above written.
Signed by or on behalf of:
THE UNDERSIGNED HAVE READ, FULLY UNDERSTOOD AND BY SIGNING BELOW, ACCEPTED
THE TERMS OF THIS AGREEMENT

COMPANY RESELLER
NAME: NAME:

SIGNATURE: SIGNATURE:

DATE: DATE:

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