EXHIBIT 10.6
DISTRIBUTION AGREEMENT
This DISTRIBUTION AGREEMENT ("Agreement") is made this 18th day of
October, 1996 between ANNIE'S HOMEGROWN, INC., a Delaware corporation having
offices at 000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx ("Annie's") and LIBERTY
XXXXXXX, INC., a New Jersey Corporation, having offices at 000 Xxxxxx Xxxxxx,
Xxxxxx Xxxxx, Xxx Xxxxxx 00000 ("Liberty").
BACKGROUND
Annie's manufactures and sells certain lines of pasta and other
foodstuffs. Liberty is in the business of importing, marketing and distributing
specialty and fancy foods. Annie's is desirous of appointing Liberty as its
exclusive distributor with respect to certain of its pastas.
AGREEMENT
1.0 DEFINED TERMS. The following terms, each bearing initial capital
letters, shall have the meanings set forth below:
1.1 "Products" shall mean those certain pasta products and other
foodstuffs set forth on Exhibit "A" attached hereto and any Additional
Foodstuffs incorporated into this Agreement pursuant to ss.8.11.
1.2 "Net Sales" shall mean gross proceeds of sales by Liberty to its
customers, minus (i) off invoice promotions, (ii) customer xxxx backs, (iii)
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scan down fees, (iv) all variable marketing expenses paid to customers and (v)
pickup allowances.
1.3 "Trademarks" shall mean those trademarks, tradenames and
distinctive designs of Annie's used in connection with the marketing,
distribution and sale of the Products pursuant to this Agreement, including
without limitation the trademarks "Annie's", "Annie's Homegrown", "Bernie's
Rabbit of Approval" and rabbit design.
1.4 "Territory" shall mean the continental United States, Puerto Rico,
the U.S. Virgin Islands and Bermuda.
1.5 "Initial Term" shall mean the period from the date of this
Agreement through December 31, 1997.
1.6 "Extended Term" shall mean any calendar year commencing with 1998
and thereafter during which this Agreement remains in effect pursuant to ss.2.3.
1.7 "Term of this Agreement" shall mean any time period covered by
either the Initial Term or any Extended Term.
1.8 "Additional Foodstuffs" shall mean any foodstuffs other than the
Products set forth on Exhibit "A", which Annie's wishes to market, sell or
distribute on a wholesale or retail basis using the Trademarks.
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1.9 "Saleable Inventory" shall mean all inventory of the Products in
condition acceptable to the trade customers and not more than 360 days old.
1.10 "Sub-Distributors" shall mean such distributors and brokers as
Liberty may, from time to time, engage to assist in the wholesale distribution
of the Products.
1.11 "Prime Rate" shall mean the prime rate as published in the Wall
Street Journal, from time to time.
2.1 APPOINTMENT. Subject to the terms and conditions of this Agreement,
Annie's hereby appoints Liberty as the sole and exclusive distributor of the
Products within the Territory for the following "Retail Channels":
* National, regional or independent chains;
* Natural food stores;
* Club stores;
* Mass merchandising or drug store chains;
* Gourmet or specialty outlets;
* Food service industry and other institutional sales;
* Armed forces sales and outlets.
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Annie's specifically excludes appointing Liberty as sole and exclusive
distributor of products within the Territory for sales through private label
channels or Annie's mail order business.
During the term of this Agreement, Annie's agrees (i) not to distribute
or sell the Products in the Territory through retail channels, directly or
indirectly, except through Liberty, (ii) not to license or otherwise authorize
any third party to distribute or sell the Products in the Territory through
retail channels and (iii) not to license or otherwise authorize any third party
to use the Trademark in connection with the wholesale or retail trade of the
Products in the Territory.
2.2 ACCEPTANCE. Liberty hereby accepts the appointment and agrees to
exercise commercially reasonable efforts to distribute the Products through
Retail Channels within the Territory as provided herein.
2.3 TERM. Following the Initial Term, either party may terminate this
Agreement effective December 31 of a particular year, by giving notice to the
other party on or before September 15 of that year, time being of the essence.
In the event that neither party terminates the Agreement within the time and in
the manner provided, the Agreement shall automatically be extended for any
additional year.
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3.1 PRICES. Annie's suggested distribution prices for the Products are
as set forth on Exhibit "B", as such may be changed from time to time by
Annie's.
3.2 TITLE. Title and risk of loss shall be with Annie's until either
(i) delivery of the Products to Liberty's warehouse, (ii) delivery of the
Products by Annie's to Liberty's customer's warehouse, or (iii) receipt of the
Products by Liberty or its assigned carrier at Annie's manufacturer's facility
or its manufacturer's warehouse.
3.3 PAYMENT TERMS. Terms of payment by Liberty for its purchase of the
Products shall be net thirty (30) days from receipt of the invoice. Annie's
shall not submit any invoices to Liberty prior to the movement of the Products
covered by the particular invoice. Invoices may be either mailed, faxed or
electronically transmitted to Liberty. Payments are to be made via wire
transfers into Annie's account. Late payments accrue interest at 1.5% per month.
Notwithstanding the provisions of this ss.3.3 and of ss.3.1, the amount of the
payments to be made within 30 days of the receipt of the invoice shall be
determined by reference to ss.3.4 and not by reference to the amount on the
invoice or the price list.
3.4 PAYMENT FROM LIBERTY TO ANNIE'S. Liberty will pay to Annie's for
the purchases of the Products: (i) Liberty's estimated average selling price
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of the Products, (ii) less Liberty's estimated credit of 2% of all Net Sales
through December 31, 1996 and 5% of all Net Sales commencing January 1, 1997,
(iii) less Liberty's estimated reimbursement of all of the expenses paid or
incurred by Liberty, as set forth in ss.3.5(c).
3.5 ADDITIONAL PAYMENTS TO ANNIE'S. Commencing February 1, 1997,
Liberty shall pay to Annie's the amount produced by the following computation
with respect to the sale of the Products by Liberty during the period from the
date of this Agreement through December 31, 1996:
(a) The gross proceeds of sales by Liberty to its customers during
the period in question.
(b) LESS the amounts paid by Liberty to Annie's pursuant to ss.3.3
& ss.3.4 for the purchase of the volume of Products which were
sold during the period in question.
(c) LESS the following expenses paid, allowed or incurred by
Liberty during the period in question, on an actual or
estimated basis, as the case may be, as indicated:
(i) Liberty's actual freight costs;
(ii) Liberty's actual warehouse and handling charges;
(iii) Liberty's actual sales brokerage payments;
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(iv) Any new distribution slotting payments approved by
Annie's and actually paid or allowed by Liberty;
(v) Any promotion allowances and cash discounts approved by
Annie's and actually paid or allowed by Liberty;
(vi) Liberty's incurred inventory finance charges for the
Products, calculated on a per diem basis at the Prime
Rate from the date of payment by Liberty pursuant to
ss.3.3 and ss.3.4, less finance charges saved due to
product movement prior to the aforesaid date of payment.
(vii) Liberty's incurred finance charges for its receivables,
calculated on a per diem basis at the Prime Rate;
(viii)Liberty's bad debt reserve, as agreed with Annie's
pursuant to ss.4.3.
(ix) Spoiled, defective or damaged Products returned by
Liberty's customers as approved by Liberty and actually
paid or allowed by Liberty to its customers less amounts
reimbursed from freight claims or insurance;
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(x) Such amounts as the parties may agree upon for
additional services from Liberty to Annie's, outside
the scope of ss.4.1, as the parties may agree upon.
(d) LESS an allowance of a credit to Liberty in the amount of two
percent of all Net Sales through December 31, 1996 and five
percent (5%) of net sales commencing January 1, 1997, as
compensation to Liberty for its services pursuant to ss.3.4.
The foregoing computation and payment shall be made quarterly
thereafter on each succeeding February 1, May 1, August 1 and November 1 for the
respective three month period commencing four months prior to the computation
and payment date, until termination of the Agreement.
In the event that the foregoing computation yields a net credit to
Liberty, Annie's agrees to pay that amount to Liberty within 30 days of
notification by Liberty of the amount due.
Either party shall have the option to calculate interest on a per diem
basis on the amounts due as the result of the foregoing calculation within 90
days after each calculation by Liberty and to xxxx the other party for said
interest. The interest due shall be paid within 30 days of receipt of the xxxx.
Any party failing to submit such a xxxx within 90 days shall be deemed to have
waived the right to the aforesaid interest.
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4.1 LIBERTY'S DUTIES. During the Term of this Agreement, Liberty shall
have the following duties and obligations:
(a) To exercise commercially reasonable efforts to sell and
distribute the Products within the Territory, utilizing its
own sales force and such Sub-Distributors as provided for in
this Agreement.
(b) To provide the following services to Annie's, in a
commercially reasonable manner, with respect to the Products:
OPERATIONS
----------
Purchasing
SALES AND SALES ADMINISTRATION
------------------------------
Order Processing
Sales Coverage
Broker Management
Promotion Execution
Management of Sales Allowances; on/off invoice
Food Shows Participation
MARKETING
---------
Assist in Development of Strategy, Objectives and Sales Plan
Provide Contact Person (to assist Annie's in communication
with all parts of the Liberty organization)
FINANCE
-------
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Invoicing and Record Management
MANAGEMENT SERVICES
-------------------
Provide Industry Expertise to Annie's
(c) To provide Annie's with Liberty Xxxxxxx standard reports as
listed in Exhibit "C" on the dates indicated on Exhibit "C".
(d) To provide Annie's with a quarterly computation showing the
amount to be paid to Annie's or to Liberty, as set forth in
detail in ss.3.5.
(e) To comply with all governmental laws and regulations
applicable to the sale of the Products.
(f) To maintain products liability and general liability insurance
on an occurrence basis in commercially reasonable amounts,
which insurance policies shall name Annie's as an additional
named insured.
(g) To utilize the Trademarks only in connection with the
marketing and distribution of the Products during the Term of
this Agreement and to exercise commercially reasonable efforts
to require any Sub-Distributors to do the same as provided in
Subsection 7 (i) below.
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(h) To conduct its business with respect to the Products in a
commercially reasonable manner and accordance with good
business judgment.
(i) To exercise commercially reasonable efforts to have its
Sub-Distributors comply with the provisions of this Agreement,
as provided herein in the following manner. In the event that
Annie's notifies Liberty that a particular Sub-Distributor has
violated any obligation to Annie's under this Agreement,
Liberty agrees to send written notice to the particular
Sub-Distributor within 5 business days demanding that the
Sub-Distributor cease the improper conduct. If the
Sub-Distributor fails to cease the improper conduct within 5
business days of receipt of the notice, Liberty agrees to
cease placing or accepting orders for the Products from or
with the particular Sub-Distributor. In such case Liberty
shall have no further obligation in this context, and Liberty
may continue to do business with the Sub-Distributor as to
other lines which are not Products as defined herein.
(j) To perform any other promise to Annie's set forth elsewhere in
this Agreement.
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4.2 ANNIE'S DUTIES. During the Term of this Agreement, Annie's shall
have the following duties and obligations:
(a) To make commercially reasonable efforts to cause its
manufacturers to make the Products available for purchase by
Liberty in commercially reasonable amounts and timeframes.
(b) To maintain products liability and general liability insurance
on an occurrence basis in commercially reasonable amounts,
which insurance policies shall name Liberty as an additional
named insured and to require any manufacturer of the Products
to do likewise.
(c) To comply with all governmental laws and regulations
applicable to the manufacture of the Products.
(d) To perform any other promise to Liberty set forth elsewhere in
this Agreement.
4.3 INITIAL ESTIMATED EXPENSES. Annexed hereto as Exhibit "D" are
certain estimated expenses of Liberty as agreed by the parties. In February,
1997, the parties agree to review the expenses set forth on Exhibit "D" and to
reasonably agree on any needed adjustments, based on Liberty's experience.
Thereafter, the same process shall be undertaken upon
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request of either party, but in no event sooner than 3 months since the last
review.
5.0. WARRANTIES AND REPRESENTATIONS OF ANNIE'S.
a. Annie's warrants and represents that each of the warranties
and representations in this section 5.0(a) are true at the
time of the execution of this Agreement and shall remain true
during the Term of this Agreement:
(i) That it is the sole owner of the Trademarks, free and
clear of all liens, encumbrances, security interests
or rights of any party whatsoever and that it has the
full and complete right to sell the Products bearing
the Trademarks to Liberty as set forth in this
Agreement.
(ii) That it has not licensed or otherwise authorized any
third party to utilize the Trademarks in connection
with the sales or distribution of the Products within
the Territory.
(iii) That the execution of this Agreement and the
consummation of the transactions contemplated hereby
do no conflict with or result in a default or breach
under any (a) agreement, indenture, mortgage,
contract or instrument to which Annie's is bound or
to which any of its assets is
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subject, (b) any order, writ, injunction, judgment or
decree to which Annie's or its assets are bound, or
(c) any law or regulation applicable to Annie's or by
which its assets are bound.
(iv) That, to the knowledge of Annie's, the formulas,
recipes or processes for the Products do not infringe
on any other person's ownership, proprietary or
patent rights.
(v) That, to the knowledge of Annie's, the Trademarks do
not infringe on any other person's trademark or other
intellectual property rights.
b. Annie's warrants and represents that each of the statements in
this section 5.0(b) are true at the time of the execution of
this Agreement:
(i) That there is no pending or, to Annie's knowledge,
threatened claim or litigation related in any way (i)
to its exclusive ownership of and rights to the
Trademarks or (ii) to its right to sell the Products
bearing the Trademarks to Liberty as set forth in
this Agreement.
(ii) That there is no pending or, to Annie's knowledge,
threatened claim or litigation related in any way to
its
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ownership of the recipes, patents or formulas for the
Products.
5.1 ANNIE'S INDEMNIFICATION AS TO WARRANTIES, REPRESENTATIONS AND
COVENANTS. Annie's agrees to indemnify, hold harmless and defend in the first
instance Liberty from any and all costs, claims, damages, losses liabilities and
expenses (including reasonable attorneys fees) which Liberty may incur from
third party claims with respect to the subject matter of the aforesaid
warranties and representations of Annie's in ss.5.0 (regardless of whether or
not made to Annie's knowledge). This covenant shall survive termination of this
Agreement for any reason. In the event of any such claim, Annie's shall have the
right to control the conduct of the litigation and any monetary settlement paid
by Annie's.
6.0 WARRANTIES AND REPRESENTATIONS OF LIBERTY. Liberty hereby warrants
and represents as follows to Annie's:
(a) That the execution of this Agreement and the
consummation of the transactions contemplated hereby
do not conflict with or result in a default or breach
under any (i) agreement, indenture, mortgage,
contract or instrument to which Liberty is bound or
to which any of its assets is subject, (ii) any
order, writ, injunction, judgment or decree to which
Liberty
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or its assets are bound, or (iii) any law or
regulation applicable to Liberty or by which its
assets are bound and that such state of acts shall
remain true during the Term of this Agreement,
Liberty warrants and represents that each of the aforesaid warranties
and representations are true at the time of the execution of this Agreement and
shall remain true during the Initial Term of this Agreement and any Extended
Term hereof.
Liberty agrees to indemnify, hold harmless and defend in the first
instance Annie's from any and all costs, claims, damages, losses liabilities and
expenses (including reasonable attorneys fees) from third party claims incurred
by Annie's with respect to the subject matter of the aforesaid warranties and
representations of Liberty. This covenant shall survive termination of this
Agreement for any reason. In the event of any such claim, Liberty shall have the
right to control the conduct of the litigation and any monetary settlement paid
by Liberty.
7.0 TERMINATION.
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(a) Convenience. This Agreement may be terminated at any time by the
mutual agreement of the parties. Except as set forth in Section 2.3, no party
will have a unilateral right to terminate for convenience. (b) Cause. In the
event either party commits a material breach of one or more of the terms of this
Agreement, and does not cure such breach (or commence actions to cure the breach
and to proceed diligently as to breaches which cannot practically be cured
within the aforesaid period) within ten (10) business days (five (5) business
days for the non-payment of undisputed amounts of money) after written notice of
such breach from the other party, then the notifying party may terminate this
Agreement immediately by written notice.
(c) Creditor's Remedies, Etc. Either party may terminate this Agreement
immediately upon written notice if the other party makes any arrangement with
its creditors generally, or has a receiver appointed for all or a substantial
part of its business or properties, or an insolvency, bankruptcy or similar
proceeding is brought by or against such other party and involving such other
party as debtor, and if brought against such other party, is not dismissed
within sixty (60) days from its institution, or if such other party goes into
liquidation or otherwise ceases to operate as a going concern.
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(d) Sale Minimums. If during the initial Term or any Extended Term,
Liberty shall fail to sell a minimum of five hundred thousand (500,000) cases of
the Products during a Calendar Year, Annie's may, at its sole discretion, either
(i) terminate this Agreement upon ten (10) days written notice; or (ii) continue
the rights and obligations of both parties under the Agreement. Notwithstanding
ss.7(g), the foregoing option of terminating the agreement shall be the sole and
exclusive remedy of Annie's in the event that Liberty fails to sell the
"minimum" of 500,000 cases. Under no circumstances shall Liberty be liable to
Annie's for damages for failure to sell the aforesaid "minimum" or any related
claims.
(e) Termination Limitations. Notwithstanding the provisions described
in this Section 7.0, if any valid, applicable law or regulation of a
governmental authority having jurisdiction over this Agreement, Annie's and/or
Liberty, limits a party's rights of termination or requires different or longer
periods than those set forth herein, this Section 7.0 shall be deemed amended
solely to conform to such laws and regulations.
(f) Effective Date of a Termination. Unless a period of notice is
provided elsewhere in this Agreement for a specific type of termination,
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termination of this Agreement shall be effective immediately upon a party giving
to the other party written notice of termination.
(g) Choice of Remedies. Upon the occurrence of a breach of this
Agreement, a non-breaching party may in its sole discretion independently
exercise or not exercise any or all rights which it may have under this
Agreement or any other agreements by and between the breaching and non-breaching
parties, and the exercise of the non-breaching party's rights under this
Agreement shall not exclude any of the remedies which such non-breaching party
may have at law or in equity, all such remedies being cumulative in effect.
7.1 RIGHTS AND OBLIGATIONS OF THE PARTIES ON TERMINATION. In the event
that this Agreement is terminated, for any reason (i) Liberty shall immediately
cease holding itself out as having any on-going business relationship with
Annie's or with the Products, and (ii) Annie's agrees to purchase from Liberty
all Saleable Inventory at Liberty's landed warehouse costs, plus "in & out"
warehouse charges and monthly warehouse storage fees.
8.0 RELATIONSHIP BETWEEN THE PARTIES. Nothing contained in this
Agreement shall be deemed to create any relationship of principal and agent,
partners or joint venturers as between Annie's and Liberty.
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8.1 RIGHT TO INSPECT THE BOOKS AND RECORDS. During the term of this
Agreement and for a period of two (2) years thereafter, Annie's shall be
allowed, upon 7 days written notice, access during reasonable business hours to
review and inspect the Books and Records of Liberty regarding the administration
of this Agreement, including inspection of all books, records, contracts,
agreements or other information relating to distribution of the Products under
this Agreement. The failure of Liberty to allow any such inspection shall be
deemed a material breach of this Agreement.
8.2 ENTIRE AGREEMENT. This Agreement is the sole understanding and
agreement between the parties with respect to its subject matter. There are no
other terms, covenants, conditions, warranties or representations between the
parties, whether written or unwritten, not set forth herein. This Agreement s
persedes any other such prior or contemporaneous oral or written discussion,
agreements, understandings or correspondence. Any revisions to this Agreement
must be approved in writing signed by both parties.
8.3 HEADINGS AND RECITALS. The recitals set forth in the beginning of
this Agreement and the headings of the Sections and Subsections of this
Agreement have been added for convenience only and shall not be deemed to be a
part hereof.
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8.4 EXHIBITS. The Exhibits attached hereto are an integral part hereof.
8.5 CONSEQUENTIAL DAMAGES. Under no circumstances shall either party be
liable to the other party for consequential damages with respect to this
Agreement. The term "consequential damages" shall not be construed to limit the
right of either party to xxx for any lost profits. Under no circumstances shall
either party have the right to xxx for loss of the value of its business or its
good will as the result of any breach.
8.6 FORCE MAJEURE. Neither party shall be liable for any loss, damage
or delay resulting from any cause whatsoever beyond its reasonable control or
resulting from a force majeure, including without limitation, fire, flood,
strike, lockout, civil or military authority, insurrection, war, embargo,
container or transportation shortage or delay of suppliers due to such causes.
8.7 Construction. This Agreement was prepared by both parties with the
assistance of counsel and so any rule of construction against the draftsman
shall not be applicable.
8.8 CONFIDENTIALITY. From time to time during the Term of this
Agreement, both parties may become privy to certain confidential or sensitive
business information pertaining to the other party, including
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without limitation any business, financial or technical information or data of
either party, whether patentable or unpatentable, which is confidential or
proprietary in nature, including customer lists; business and marketing
strategies; financial projections; confidential business information; operating
margins and pricing policies; formulae; recipes; and other information marked or
identified as confidential ("Confidential Information"). In such event, the
party acquiring such confidential information agrees to hold the information
confidential and to refrain from disclosing such information to third parties,
directly or indirectly, during the Term of this Agreement or thereafter, except
with the prior written consent of the other party. Information shall not be or
shall cease to be Confidential Information if it is or becomes publicly
available through no direct or indirect act of the receiving party or any of its
employees, agents or contractors. This provision shall survive any termination
or expiration of this Agreement.
8.9 NO THIRD PARTY BENEFICIARY INTENT. Nothing contained herein shall
be deemed to create any third party beneficiary rights in any third party.
8.10 ADDITIONAL FOODSTUFFS. In the event that Annie's shall develop any
Additional Foodstuffs that it wishes to sell or distribute on a wholesale or
retail basis within the Territory utilizing the Trademarks,
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Annie's may, at its sole discretion, include such additional foodstuffs as a
product to be distributed by Liberty pursuant to this Agreement. In such case,
Liberty shall have thirty days after written notice by Annie's to incorporate
the Additional Foodstuff as a Product under this Agreement. Failure by Liberty
to incorporate the Additional Foodstuff as a Product shall be deemed a material
breach of this Agreement. If Annie's chooses not to include any additional
foodstuffs as a product under this agreement, Annie's shall be free to market
and distribute the Additional Foodstuff under the Trademarks without any
obligation to Liberty under this Agreement. Notwithstanding the foregoing, in
the event that the Additional Foodstuff which Annie's seeks to incorporate in
the Agreement is covered by an existing non-compete provision which Liberty has
with any of its other vendors, during the aforesaid 30 day period Liberty shall
notify Annie's of the conflict with the existing non-compete provision, in which
case the proposed Additional Foodstuff shall not be incorporated into this
Agreement and the Agreement shall remain in full force in effect without the
proposed Additional Foodstuff.
8.11 NOTICES. All notices and other communications under this Agreement
shall be in writing. Notices may be delivered personally or by
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nationally recognized overnight delivery service and shall be effective upon
receipt. Notices shall be sent as follows:
AS TO ANNIE'S:
--------------
Xxxx Xxxxx
Annie's Homegrown, Inc.
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxxxxx 00000
WITH A COPY TO:
Xxxxxxxx X. Xxxxx, Esq.
Xxxxx Xxxxxxx & Xxxxxxxxx, LLP
000 Xxxx Xxxxxx
Xxxxxx, XX 00000
AS TO LIBERTY:
--------------
Xxxxxxxx XxXxxx
President
Liberty Xxxxxxx, Inc.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
WITH A COPY TO:
E. Xxxx Xxxxxxxxxx
Waters, McPherson, McNeill, P.C.
000 Xxxxxxxx Xxx
Xxxxxxxx, XX 00000
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8.12 NEW JERSEY LAW This Agreement shall be governed and construed by
the laws of the State of New Jersey. The federal and state courts of New Jersey
shall have exclusive jurisdiction to hear and resolve and disputes arising this
Agreement or related to the subject matter thereof.
8.13 SUBDISTRIBUTORS. Annie's acknowledges that Liberty intends to
distribute the Products, in part, through brokers, commercial agents and
sub-distributors. Liberty will keep Annie's informed on a timely basis as to the
names and addresses of its distributors and brokers. If feasible, Liberty will
advise Annie's prior to the retention of any new distributor or broker.
Nothwithstanding the preceding sentence, Liberty shall obtain Annie's written
consent prior to the retention of a distributor in areas of the Territory where
Annie's currently sells to chain supermarkets on a direct basis. After Annie's
gives its consent as to the retention of a distributor in a particular area,
Liberty need not seek Annie's consent prior to changing the distributor in that
area.
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Signed, sealed and delivered by a duly authorized representative of
each party hereto as of the date first written above.
ANNIE'S HOMEGROWN, INC.
s/Xxxx Xxxxx
-----------------------
By Xxxx Xxxxx
---------------------
Its CFO
--------------------------
LIBERTY XXXXXXX, INC.
s/Xxxxxxxx X. XxXxxx
-----------------------
By Xxxxxxxx X.XxXxxx
--------------------
Its President
-------------------
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