SANKARA CUISINE VENDOR AGREEMENT
This Vendor Agreement describes the engagement binding Sankara Cuisine Ltd to the Vendor through the Sankara Cuisine website (www.sankaracuisine.com). This website acts as a platform to sell both their traditional cuisine and artisanal products both of which must align to a well defined cultural origin on the part of the Vendor.
This Vendor agreement (the “Agreement”) is entered into between Sankara Cuisine Ltd, an eCommerce platform (the “Company”) and the “Vendor”, a food/product manufacturing business.
e-commerce as organized through the Company website (www.sankaracuisine.com).
Therefore, the interested Party/Vendor agrees to the following terms and conditions relating to the relationship between the Company and the Vendor:
1.1 The Company Duties:
1.2 Vendor Duties:
Currently under review
The date of execution of this agreement shall be the commencement date.
The agreement shall remain valid and binding for a period of 1 year (or another period of time as predefined by the Company and the Vendor).
The agreement shall be renewed automatically for a period of 1 year at the end of current term of agreement.
3.4 Termination of Agreement:
The Vendor expressly authorises the Company to use its trademarks/copyrights/designs/logos and other intellectual property owned and/or licensed by it for the purpose of reproduction on the website and at such other places as the Company may deem necessary. It is expressly agreed and clarified that, except as outlined in this Agreement, each Party shall retain all rights, titles and interest with regard to their respective trademarks and logos. It is hereby stated that nothing contained in this Agreement, nor the use of the trademark / logos on the publicity, advertising, promotional or other material in relation to the services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and / or logos.
9.1 The contents of this agreement and any information passed on by the Company to the Vendor is highly confidential in nature and the Vendor agrees and undertakes the responsibility to maintain, in confidentiality, the information and the Client data disclosed, generated or made available to Vendor under this Agreement. The aforementioned information shall not be used by the Vendor or its agents, servants, representatives or any person acting as an agent of the Vendor for any purpose other than for the performance of its obligations under this Agreement.
9.2 The Vendor agrees that the unauthorized disclosure or use of such information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, the Vendor agrees that the Company shall have the right to obtain an immediate injunction from any court of law ensuing breach of this Agreement and/or disclosure of the Confidential Information as defined above. The Company shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.
9.3 The Vendor agrees to a non conflict of interest arrangement, in which the Vendor is not allowed to start a similar line of business, within 5 years from the activation of this agreement.
10.1 It is expressly agreed by the Vendor that the Company shall under no circumstances be liable or responsible for any loss, injury or damage to the Vendor, the Client or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the Products originating from the Vendor being in any way damaged, defective, in unfit condition, infringing/ violating any laws/ regulations/ intellectual property rights of any third party.
10.2 The Vendor agrees and acknowledges that they shall be solely liable for any claims, damages, allegation arising out of their Products offered for sale through the Company’s website (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, illness, hospitalization, or any other related claim) and shall hold the Company harmless and indemnified against all such claims and damages.
10.3 The Company shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Vendor or any of its representatives for Products or Services rendered by the Vendor to the Client.
10.4 The Company will, under no circumstances, be liable to the Vendor for loss and/or anticipated loss of profits, or for any direct or indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if the Vendor has been advised of the possibility of such damages, such as, but not limited to, the loss of revenue or anticipated profits or loss of business, unless such loss or damages is rightly proven by the Vendor to have been deliberately caused by the Company.
10.5 The Vendor shall choose to have or not to have liability insurance at their own discretion.
The parties shall perform all of their duties under this Agreement as independent contractors. Nothing in this Agreement shall be construed to give either party the power to direct or control the daily activities of the other party, or to constitute the parties as principal and agent, employer and employee, franchisor and franchisee, partners, joint venturers, co-owners, or otherwise as participants in a joint undertaking.
12.1 This agreement constitutes and contains the entire relationship between the parties with respect to the subject matter herein and supersedes any prior or contemporaneous oral or written agreements. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.
12.2 This Agreement may not be modified or amended, except by an instrument in writing signed by duly authorized officers of both of the parties involved.
12.3 This Agreement may be executed in counterparts each of which shall be deemed an original and all such counterparts shall constitute one and the same agreement.
12.4 This Agreement will be deemed active in the Province of New Brunswick and will be governed by and interpreted in accordance with the laws of the Province of New Brunswick, excluding that body of law known as conflicts of law. The parties agree that any dispute arising under this Agreement will be resolved solely in the Provincial or Federal courts in Saint John, New Brunswick, and the parties hereby expressly consent to jurisdiction therein. In the event of any dispute, the prevailing party shall be entitled to recover its reasonable attorneys’ costs from the non-prevailing party.
12.5 The provisions of this Agreement relating to the payment of any fees or other amounts owed, including the payment of any interest on unpaid fees, confidentiality, warranties and intellectual property shall survive any termination or expiration of this Agreement.
12.6 The language in this Agreement shall be construed as to its fair meaning and not strictly for or against either party.
Exhibit 1 contains certain additional terms.
IN WITNESS WHEREOF, the parties have executed
This agreement as of: Date from Website
The following definitions shall apply to this Agreement:
“Client” means persons who purchase any Product from the Vendor through the Company’s Sankara Cuisine website, or who are referred to the Vendor or its website(s) by the Company, or customers who originated from the Site and were transported to the Vendor’s website through a hyperlink from the Sankara Cuisine website.
“Confidential Information” means any data or information, oral or written, treated as confidential that relates to either party’s (or, if either party is bound to protect the confidentiality of any third party’s information, such third party’s) past, present, or future research, development or business activities, including any unannounced product(s) and service(s), any information relating to services, developments inventions, processes, plans, financial information, forecasts, and projections and the financial terms of this Agreement. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information if: (i) it was already known to the receiving party prior to the date of this Agreement as established by documentary evidence; (ii) it is in or has entered the public domain through no breach of this Agreement or other wrongful act on the part of the receiving party; (iii) it has been rightfully received by the receiving party from a third party and without breach of any obligation of confidentiality of such third party to the owner of the Confidential Information; or (iv) it is required to be disclosed pursuant to final binding order of a governmental agency or court of competent jurisdiction, provided that the owner of the Confidential Information has been given reasonable notice of the pendency of such an order.
“Products” means those products and/or services of the Vendor which are promoted or sold as a result of the Company’s efforts. Products include but are not limited to the following: edible prepared foodstuffs, non-prepared foodstuffs, non-food products like artisanal wares and crafts. The initial products and/or services contemplated hereunder are set forth in Exhibit 2.
“Website” means the Company’s online e-Commerce platform currently known as
Manufactured food items, catering and entertainment services, sells articles of clothing or wares, and provides training in cultural domains.
10% of the gross sales price of the Products sold, excluding taxes and shipping charges, increasing to 15% once at least $30,000 of products have been sold as result of the relationship between the Company and the Vendor. (30,000 per year or throughout relationship with vendor/company?)