1. Parties. The above mentioned parties shall be the authorized person / entity to enter into this agreement;
2. Qualification. The Second Party must qualify as “Supplier” and meet all the required product demands and standards of the First Party;
3. Duration. The Second Party agrees and bounds itself to exclusively provide the supply of the products to the First Party for a period of _____ years, commencing on _____________ up to ___________;
4. Undertakings. The First Party undertakes the following:
● To work on and develop the vending machine and distribution of the Second Party using the latter’s brand and trademark;
● Effectively market and distribute the same to any Third Party through franchising;
● Promote its brand through social media and other marketing collateral. The Second Party undertakes the following:
● It is the registered owner of the brand and its trade name;
● Shall allow the First Party to work on and develop its vending machine distribution and to offer its franchise to qualified Third Party franchisees;
● Shall allow the First Party to exclusively market its vending machine inclusive of its brand name and trademark within the duration of the contract;
● Shall be the sole supplier and ensure the undisrupted and continuous supply of products being supplied to the franchisee for the whole duration of the franchising agreement.
5. Confidentiality. Both parties shall keep all the information confidential and shall not be published or otherwise disclosed to any third party during and after the duration of this agreement.
6. Breach. Any form of breach on the terms of this agreement by the Second Party shall entitle the First Party to demand specific performance, rescind the agreement and claim for appropriate damages.
7. Termination of Agreement. Either party may elect to terminate this agreement by providing a 30-day notice before the intended date of termination.
8. Damages. In case of pre-termination without just cause by the Second Party, the First Party shall be entitled to recover from the former the full development cost of the machine amounting to P5,000,000.00 as Liquidated Damages.