Agriculture Retail Partnership Agreement
Agriculture Retail Partnership Agreement
This Agriculture Retail Partnership Agreement ("Agreement") is made and entered into as of [Date] ("Effective Date") by and between [Your Company Name], a [state/country] corporation with its principal office located at [Your Company Address] ("Company"), and [Partner's Name], a [state/country] corporation with its principal office located at [Partner's Address] ("Partner").
1. Recitals
1.1 Purpose
The Company is engaged in the business of producing high-quality agricultural products. The Partner is engaged in the retail distribution of agricultural products. Both parties desire to establish a partnership to enhance the distribution and sale of the Company’s products through the Partner’s retail channels.
1.2 Mutual Benefits
The partnership aims to expand the market reach of the Company's products, increase sales revenue, and provide high-quality agricultural products to the Partner’s customers. Both parties believe that this Agreement will benefit their respective businesses and promote mutual growth.
2. Definitions
2.1 Products
The term "Products" shall refer to the agricultural products produced by the Company and listed in Exhibit A attached hereto and incorporated herein by reference.
2.2 Territory
The term "Territory" shall refer to the geographic area defined in Exhibit B attached hereto and incorporated herein by reference.
2.3 Confidential Information
The term "Confidential Information" shall refer to any information disclosed by one party to the other, which is designated as confidential or is by its nature confidential.
2.4 Intellectual Property
The term "Intellectual Property" shall refer to all trademarks, trade names, patents, and copyrights associated with the Products.
3. Appointment and Acceptance
3.1 Exclusive Rights
The Company hereby grants the Partner the exclusive right to market, distribute, and sell the Products in the Territory. The Partner accepts this appointment and agrees to use its best efforts to promote and sell the Products.
3.2 Non-Compete
During the term of this Agreement, the Partner shall not market, distribute, or sell any products that compete directly with the Products within the Territory.
4. Obligations of the Parties
4.1 Company's Obligations
4.1.1 Supply of Products
The Company agrees to supply the Products to the Partner in quantities sufficient to meet the Partner’s reasonable demand, subject to the terms and conditions of this Agreement.
4.1.2 Marketing Support
The Company shall provide the Partner with marketing materials, training, and support necessary to effectively promote the Products.
4.1.3 Quality Assurance
The Company shall ensure that all Products supplied to the Partner meet the quality standards specified in Exhibit C attached hereto and incorporated herein by reference.
4.2 Partner's Obligations
4.2.1 Sales and Promotion
The Partner agrees to actively market, promote, and sell the Products within the Territory. The Partner shall maintain a sales force and retail presence sufficient to achieve this objective.
4.2.2 Feedback and Reporting
The Partner shall provide the Company with regular reports on sales performance, market conditions, and customer feedback.
4.2.3 Compliance
The Partner shall comply with all applicable laws and regulations related to the marketing, distribution, and sale of the Products.
5. Pricing and Payment
5.1 Pricing
The prices for the Products are set forth in Exhibit D attached hereto and incorporated herein by reference. The Company reserves the right to adjust the prices upon thirty (30) days written notice to the Partner.
5.2 Payment Terms
5.2.1 Invoices
The Company shall invoice the Partner for Products supplied. Payment terms shall be net thirty (30) days from the date of the invoice.
5.2.2 Late Payments
Any payment not received by the due date shall accrue interest at a rate of [interest rate]% per month until paid in full.
6. Confidentiality
6.1 Confidentiality Obligations
Both parties agree to maintain the confidentiality of all Confidential Information disclosed during the term of this Agreement and for a period of five (5) years thereafter. Neither party shall disclose any Confidential Information to any third party without the prior written consent of the other party.
6.2 Exceptions
The confidentiality obligations shall not apply to information that is (a) already known to the receiving party without an obligation of confidentiality, (b) becomes publicly known through no wrongful act of the receiving party, (c) independently developed by the receiving party without the use of Confidential Information, or (d) required to be disclosed by law or court order.
7. Intellectual Property
7.1 Ownership
The Company retains all rights, title, and interest in and to the Intellectual Property associated with the Products. The Partner is granted a limited license to use the Intellectual Property solely for the purpose of marketing, distributing, and selling the Products in accordance with the terms of this Agreement.
7.2 Infringement
The Partner shall promptly notify the Company of any infringement or potential infringement of the Intellectual Property. The Company shall have the sole right to take any action to address such infringement.
8. Warranties and Representations
8.1 Company's Warranties
The Company warrants that the Products shall be free from defects in material and workmanship and shall conform to the specifications set forth in Exhibit C. The Company shall, at its option, repair or replace any defective Products.
8.2 Partner's Warranties
The Partner warrants that it shall market, distribute, and sell the Products in accordance with all applicable laws and regulations and that it has the authority to enter into this Agreement.
8.3 Disclaimer
Except as expressly set forth in this Agreement, neither party makes any other warranties, express or implied, including, without limitation, any warranties of merchantability or fitness for a particular purpose.
9. Indemnification
9.1 Indemnification by Company
The Company agrees to indemnify, defend, and hold harmless the Partner from any and all claims, liabilities, damages, and expenses (including reasonable attorney's fees) arising from any breach of the Company’s warranties or representations or any negligent or wrongful act or omission by the Company.
9.2 Indemnification by Partner
The Partner agrees to indemnify, defend, and hold harmless the Company from any and all claims, liabilities, damages, and expenses (including reasonable attorney's fees) arising from any breach of the Partner’s warranties or representations or any negligent or wrongful act or omission by the Partner.
10. Term and Termination
10.1 Term
This Agreement shall commence on the Effective Date and continue for a period of [number] years, unless terminated earlier in accordance with the provisions of this Agreement.
10.2 Termination for Cause
Either party may terminate this Agreement upon thirty (30) days written notice if the other party breaches any material term or condition of this Agreement and fails to cure such breach within the notice period.
10.3 Termination for Convenience
Either party may terminate this Agreement for convenience upon ninety (90) days written notice to the other party.
10.4 Effects of Termination
Upon termination of this Agreement, the Partner shall cease all marketing, distribution, and sale of the Products and return any remaining inventory to the Company. The Company shall repurchase any remaining inventory at the original purchase price.
11. Governing Law and Dispute Resolution
11.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the state of [state], without regard to its conflict of law principles.
11.2 Dispute Resolution
Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiations between the parties. If the dispute cannot be resolved through negotiations, it shall be submitted to mediation. If mediation fails, the dispute shall be resolved by binding arbitration conducted by the American Arbitration Association (AAA) in accordance with its rules.
12. Miscellaneous
12.1 Notices
All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified or registered mail, return receipt requested, or by email (with confirmation of receipt) to the addresses set forth below:
-
To Company:
[Your Company Name]
[Your Company Address]
[City, State, Zip Code]
[Your Company Email] -
To Partner:
[Partner's Name]
[Partner's Address]
[City, State, Zip Code]
[Partner's Email]
12.2 Assignment
Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party.
12.3 Amendments
Any amendments or modifications to this Agreement must be in writing and signed by both parties.
12.4 Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral.
12.5 Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
12.6 Waiver
No waiver of any term or condition of this Agreement shall be deemed a waiver of any other term or condition, nor shall any waiver be deemed a continuing waiver unless expressly stated in writing.
IN WITNESS WHEREOF, the parties have executed this Agriculture Retail Partnership Agreement as of the Effective Date.
[Your Company Name]
By:
[Your Name]
[Your Title]
[Partner's Name]
By:
[Partner's Name]
[Partner's Title]
Exhibit A - List of Products
[List of Products]
Exhibit B - Territory
[Geographic Area]
Exhibit C - Quality Standards
[Quality Standards]
Exhibit D - Pricing
[Pricing Information]
