Exhibit 8
EXCLUSIVE SUPPLIER AGREEMENT
This Exclusive Supplier Agreement (the "Agreement") is made and entered
into as of this 17 day of August, 2001 (the "Effective Date"), by and between
Viscus, a state of Delaware corporation, having its principal place of business
at 00000 Xxxxxxx Xxxxx Xxxxxxxx XX 00000 ("Customer"), and Make Your Move, Inc.,
a Nevada corporation, having its principal place of business at 000 Xxxxxxxx
Xxxx., Xxxx, Xxxxxx 00000 ("Supplier"), with reference to the following facts:
A. Customer has entered into an agreement with [Wal-Mart] (the "Wal-Mart
Agreement") to operate and manage coffee stores (the "Coffee Stores") within all
Wal-Mart stores located in the territory consisting of [USA]. The term of the
Wal-Mart Agreement is for a period of 5 years commencing on October 2001 and
ending on October 2006.
B. Supplier is in the business of selling computers and computer components
including point-of-sale electronic equipment, hardware, and software, and
providing related services for such use in retail operations, such as the
operation of the Coffee Stores.
C. Customer desires to purchase from Supplier all computers and computer
components including point-of-sale equipment, hardware, and software, and
related services necessary to manage and operate the Coffee Stores and Supplier
desires to provide the foregoing to Customer on the terms and conditions set
forth herein.
Based upon the foregoing, and in consideration of the mutual promises set
forth herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Customer and Supplier
(collectively, the "Parties") hereby agree as follows,
1. Exclusive Sale and Purchase; Project Plan. Customer and Supplier agree that
so long as the Wal-Mart Agreement remains in effect, Customer shall
purchase exclusively from Supplier, in accordance with the terms of the
Project Plan described below, all computers and computer components,
including, without limitation, all point of sale equipment and other
hardware (the "Equipment"), software manufactured or supplied by Supplier
(the "Software"), and the various training, consulting, installation, and
support services (hereinafter "Services") necessary for Customer to operate
and manage the Coffee Stores. Following the execution of this Agreement,
Customer and Supplier mutually agree to participate in the development and
approval of a project plan (the "Project Plan"). This Project Plan shall
provide both Parties with a general overview of the nature of Customer's
operation, and shall clearly specify the Equipment, Software and Services
which Customer will need to purchase from Supplier to properly manage and
operate the Coffee Stores during the term of this Agreement. The Project
Plan, when mutually agreed to by the Parties, shall be set forth in writing
and shall be executed by both Parties. Such Project Plan may be amended,
from time to time, but only upon the mutual written consent of both
Parties. If the Parties are unable to agree in writing to a Project Plan
within (30) days after the execution of this Agreement, either Party may
terminate this Agreement by providing written notice to the other Party
prior to execution of the Project Plan. It is mutually agreed that both
Parties shall use their best efforts to execute the terms and conditions of
the Project Plan. When Customer is in need of Equipment, Software or
Services to be provided by Supplier under the terms of the Project Plan,
Customer shall issue a purchase order to Supplier specifying the type and
amount of Equipment, Software and Services to be purchased from Supplier.
Such purchases orders shall be submitted to Supplier within a reasonable
time prior to the time in which Customer will need to have the Equipment
and Software operational. During the term of this Agreement, Customer
agrees that it will not purchase Equipment, Software or Services specified
in the Project Plan from any vendor, other than Supplier, unless Supplier
consents in writing to such purchase.
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2. Price and Taxes.
a. Purchase Price. The purchase price for the Equipment,
Software and Services shall be Retail price + 20% [Supplier's
direct retail price listing in effect at the time Customer issues
a purchase order above Supplier's cost at the time Customer
issues a purchase order.
b. Prices Exclusive of Installation and Other Charges. All
prices are exclusive of installation and related charges,
shipping and insurance charges which shall be billed separately.
Installation and related charges are subject to change due to
Customer's failure to complete site readiness, non-standard site
conditions, force majeure events or delays caused by Customer.
Customer agrees to pay all such additional charges as invoiced by
Supplier. Any such additional charges, as a result of a force
majeure event, shall be pre-established and agreed to between the
Parties prior to any worked performed.
c. Prices Exclusive of Taxes. All prices are exclusive of
sales, use, excise, and other taxes, duties or charges. Unless
Customer provides evidence of tax exempt status, Customer shall
pay, or upon receipt of invoice from Supplier shall reimburse,
Supplier for all such taxes or charges levied or imposed on
Customer, or required to be collected by Supplier, resulting from
this transaction or any part thereof.
d. FOB and Insurance. All prices are FOB unless instructed
otherwise. Supplier may arrange for insurance and standard
commercial shipping, the costs of which will be invoiced to
Customer.
2.5 Right to Modify Orders. Prior to delivery, Supplier reserves
the right to make substitutions, modifications and improvements to the
Equipment and Software, provided that such substitution, modification
or improvement shall not diminish or materially affect the performance
of the Software applications as they were originally demonstrated to
and agreed upon by Customer and Supplier.
3. Payment/Financing. Unless otherwise agreed, invoice payment terms
for all purchases made under this Agreement shall be net ten (10) calendar
days on a per order basis and are subject to credit review by Supplier. All
payments shall be made to Supplier not later than the agreed number of days
from date of invoice. Late payments shall result in the assessment of a
late charge equal to one and one-half percent (1 1/2%) per month on any
outstanding balance, or the maximum amount of interest chargeable by law,
whichever is less.
4. Equipment Warranty. Supplier's sole responsibility to Customer with
respect to any Equipment or components and parts manufactured by a third
party and incorporated into the Equipment shall be to pass through to
Customer such original equipment manufacturer's available product warranty.
The warranty provided by said third parties does not cover (i) any item of
the Equipment which has been altered or modified including any change,
addition, or improvement, and (ii) any damage, defects, malfunctions or
service failures caused by:
a. Customer's failure to follow Supplier's or the Equipment
manufacturer's environmental, installation, operation or
maintenance specifications or instructions;
b. Modifications, alterations or repairs made other than by
Supplier or original Equipment manufacturers;
c. Customer's mishandling, abuse, misuse, negligence, or
improper storage, servicing or operation of the Equipment
(including without limitation use of equipment that is not
designed or suitable for use in conjunction with the Equipment
purchased from Supplier);
d. Power failures, surges, fire, flood, accident, actions of
third parties or other like events outside Supplier's control.
Repairs necessitated during the warranty period by any of the
foregoing causes specified in Section 4.4 may be made by
Supplier, and Customer shall pay Supplier standard charges for
time and materials, together with all shipping and handling
charges arising from such repairs.
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THIS WARRANTY CONSTITUTES SUPPLIER'S SOLE AND EXCLUSIVE WARRANTY WITH
RESPECT TO EQUIPMENT AND IS IN LIEU OF ANY OTHER WARRANTY, EXPRESS, IMPLIED OR
STATUTORY INCLUDING THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
5. Software.
a. License to Software. Supplier grants to Customer a
non-exclusive, non-transferable license to use the Software and
related documentation provided hereunder. The license term is
perpetual and shall continue as long as Customer continues as a
viable entity, the fees for support and maintenance are current
and the other terms of this Agreement are met. The Software may
include software and documentation that are owned by third
parties and distributed by Supplier under license from the owner.
b. Copies of Software. Customer shall not make any copies of
the Software, except as authorized in writing by Supplier.
c. Confidentiality of Software. Customer shall maintain the
confidentiality of the Software and shall not sub-license, sell,
rent, disclose, make available, or otherwise communicate the
Software to any other person, or use the Software except as
expressly authorized in writing by Supplier.
d. Ownership of Software. The Software and all copies
thereof will at all times remain the sole and exclusive property
of Supplier or its licensor, as applicable, and Customer shall
obtain no title to the Software.
e. Copyright. Customer shall reproduce all copyright notices
and any other proprietary legends on any copy of the Software
made by Customer.
f. Alteration. Customer shall not modify, disassemble, or
decompile the Software.
g. Media. If Customer sells or otherwise disposes of media
owned by Customer on which the Software is fixed, such media must
be erased before any sale or disposal.
h. Warranty. Supplier does not warrant that the operation of
the Software will be error free. However, Supplier will use
reasonable efforts to correct any defects reported by Customer in
writing or by verbal notification to Supplier following the date
of shipment or installation, if installation was by Supplier,
exclusive of defects caused by physical imperfections in Software
discs due to mishandling, operator error or interfacing other
systems that are not compatible with the operations of the
Equipment.
i. Substantial Compliance. Supplier warrants that the
Software provided under this Agreement substantially complies
with the representations made by Supplier when demonstrating the
Software.
THIS PROVISION CONSTITUTES SUPPLIER'S SOLE AND EXCLUSIVE LIABILITY AND
CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR DEFECTIVE OR NON-CONFORMING SOFTWARE
AND IS IN LIEU OF ANY OTHER WARRANTY, EXPRESS, IMPLIED OR STATUTORY INCLUDING
THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
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6. Title and Risk of Loss.
a. Date of Delivery. Delivery of any item of the Equipment
and Software shall be deemed complete when Customer acknowledges
receipt of the Equipment and Software by signature at time of
delivery. Title to, and risk of loss for, the Equipment and
Software sold or licensed under this Agreement shall pass to
Customer upon delivery as defined herein.
b. Security Interest. As security for the full and prompt
payment and performance when due of all obligations of Customer
to Supplier under this Agreement, Customer hereby grants to
Supplier a security interest in all Equipment and Software
supplied to Customer hereunder. Customer shall execute any notice
or other documentation as may be reasonably requested by Supplier
at any time in order to accomplish the intentions of this
section. This obligation shall include an obligation to execute
any and all necessary financing statements to perfect the
security interest herein granted to Supplier as well as its
ownership interest, if any, herein evidenced in order to perfect
Supplier's interest in the Equipment and Software and its rights
to payment and performance by Customer under this Agreement.
Supplier shall pay all expenses of filing any necessary financial
statements and documents with the appropriate public offices.
7. Installation Services. The following shall apply in the event that
installation and/or integration services are part of any purchase order received
by Supplier under this Agreement. In connection with the providing of
installation and/or integration services, Customer and Supplier agree that the
following shall be applicable:
a. Access to Customers Premises. Customer shall allow
employees or agents of Supplier access to the premises and
facilities where the Equipment and Software is to be installed at
all hours consistent with the requirements of the Project Plan.
b. Access Necessary to Complete Project. Customer shall
provide Supplier with all resources and required documentation,
specifications, procedures, equipment, and systems as well as
access to employees, agents, consultants, or third parties
necessary for completion of the installation services.
c. Environmental. Customer shall assure that the premises
will meet all temperature, humidity controlled, air-conditioned,
and other environmental requirements set forth in the applicable
Equipment specifications and will be dry and free from dust and
in such condition as not to be injurious to the employees or
agents of Supplier or the Equipment to be installed.
d. Mechanical. Customer shall provide all cabling, patch
cables, patch panels, conduits, floor reinforcements or other
mechanical modifications pertinent to installation of the
Equipment for all sites where the Equipment and Software will be
installed.
e. Electrical. Customer shall provide ample electric current
of proper voltage for any necessary purpose suitable terminated
in rooms and work spaces where it is required.
f. Space for Installation. Customer shall provide suitable
and easily accessible space for installation of the Equipment
within the premises.
g. Permits and Approvals. Customer shall be responsible for
the timely and proper securing of all permits, licenses,
consents, including landlords, and approvals in connections with
the purchase and installation of the Equipment, if any. h.
Indemnification. Customer specifically agrees to indemnify and
hold Supplier harmless from all liability and costs arising from
Customer and its contractors, subcontractors and employees for
site preparation efforts or for the latent conditions of the
site.
h. Indemnification. Customer specifically agrees to
indemnify and hold Supplier harmless from all liability and costs
arising from Customer and its contractors and employees for site
preparation efforts or for the latent conditions of the site.
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i. Installation. Supplier will install the Equipment and
Software at the premises requested by Customer. Customer will pay
an additional charge for any required cable or conduit or
additional coordination performed by Supplier. Supplier will use
its best efforts to install the Equipment and Software without
damaging Customer's premises. Supplier, however, will not be
responsible for replacing ceiling tiles, painting, plastering or
making other repairs to Customer' premises resulting from the
installation of the Equipment and Software. Customer hereby holds
Supplier harmless from any such damage to Customer' property,
unless the damages are the result of a negligent act or omission
of Supplier's employee or subcontractor.
j. Completion of Installation. Supplier shall complete the
installation services in accordance with Supplier's normal
installation practices. Supplier shall perform its standard
acceptance testing on the installed Equipment and Customer agrees
to monitor said testing. Upon completion thereof, as described
above, Supplier shall notify Customer the Equipment has been
installed and operates in accordance with applicable test and
performance specifications. The date of such notification shall
be the installation date. Supplier may at its sole discretion use
subcontractors to provide installation services.
8. Training, Maintenance, and Support Services.
a. Training. Supplier will provide documents, manuals, and
visual aids to be utilized in the required training of Customer's
employees in use of Equipment and Software purchased under this
Agreement.
b. Company Trainers. Customer shall designate specific
members of its staff as "Company Trainers." once fully trained
and certified by Supplier, Company Trainers will become the first
resources to be contacted by Customer' personnel who require
assistance. Questions or problems that cannot be resolved by
Company Trainers will be referred to Supplier. Company Trainers
may be required to attend refresher or re-certification training
from time to time if necessitated by changes, expansion or
improvements in said Equipment and Software. The Parties agree
that training of the Customer's "Trainers" shall commence on or
about end of 2001. In situations where it is necessary for
Supplier's personnel to travel in order to provide services for
Customer, Customer agrees to pay all travel expenses for
transportation, food and lodging.
c. Modifications and Customization of Software. Suppliers
shall not be responsible for providing any customizations to the
Equipment and Software purchased under this Agreement, including
but not limited to "Interfaces" to other software or hardware
systems owned, leased, or licensed by Customer. If Customer
desires specific modifications and/or customizations to the
Equipment and Software purchased under the Agreement, then
Customer may retain Supplier's services for the development of
said applications and will be contracted under a separate
agreement. d. Maintenance Fees. Customer agrees to pay monthly
maintenance and support fees for web-sites development and
maintenance.
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e. Support Services. So long as Customer is current on
monthly support and maintenance fees, Supplier shall provide the
following support services for Software purchased under this
Agreement.
i. Upgrades. Supplier shall provide any and all
upgrades, enhancements, or additions to existing
functionality of Software purchased under this Agreement.
Customer acknowledges that such upgrades and enhancements
may not be operative in conjunction with either customized
or modified software created by or for Customer, and that
Supplier will not be obligated to retrofit the same. Except
for those modifications and customizations agreed upon and
performed by Supplier on behalf of Customer.
ii. Assistance. For the first thirty (30) day period
following the installation date at each customer location,
Customer shall be entitled to 1 to 2 hours of assistance
from Supplier at no charge each month. Calls for assistance
which are in excess of the allowances stated above shall be
charged at the rate of Industrial Standard.
iii. Defects. In the event that a problem is reported
to Supplier as a defect in an Equipment or Software
purchased under this Agreement, and Supplier's diagnosis
confirms that the defect is related to customizations or
modifications to said products made by Customer or an agent
of Customer, Supplier retains the right to invoice Customer
for all time spent diagnosing said problem at a rate of
Industrial Standard per hour. Any further work will be
billable only at Customer' option and request pursuant to a
purchase order and/or separate Service Agreement.
9. Excusable Delay. Supplier shall be excused from performance under the
purchase order and not be liable to Customer for delay in performance
attributable in whole or in part to any cause beyond its reasonable
control, including but not limited to, action or inaction of any
government, war, civil disturbance, insurrection, sabotage, act of public
enemy, labor strike, difficulty or dispute, unpredictable failure or delay
in delivery by Supplier's suppliers or subcontractors, transportation
difficulties, shortage of energy, materials, accident, fire, flood, storm
or other act of God, or Customer' fault or negligence. In the event of an
excusable delay, Supplier shall make reasonable efforts to notify Customer
of the nature and extent of such a delay and Supplier will be entitled to a
reasonable schedule extension. In the event a delay results from Customer's
fault or negligence, Supplier will also be entitled to an equitable
adjustment calculated on a time and materials basis which shall be mutually
agreed upon.
10. Change, Cancellation, and Termination.
a. Cancel of Purchase Order. If Customer cancels a purchase
order within thirty (30) days prior to scheduled shipment date,
Customer shall pay to Supplier a restocking fee of Twenty percent
(20%) of the canceled purchase order. Supplier shall not assess
any cancellation charges if Supplier cancels an order.
b. Breach of Agreement. In the event that either Party
breaches any provision of this Agreement, and fails to cure such
breach within thirty (30) days after written notice from the
other Party, the breaching Party shall be in default.
c. Liability of Supplier. Supplier's maximum liability and
Customer's maximum recovery for any claim arising out of or in
connection with the sale or use of the Equipment and Software
shall not in the aggregate exceed the price paid by Customer for
such Equipment and Software hereunder.
d. Changes to Software. Supplier agrees that it will not
make changes in the Software that will prevent Customer from
running the Software on the Equipment provided by Supplier as
part of its system for a One (1) year period following
installation. Supplier agrees that if such event occurs, it will
provide a refund to Customer calculated upon a Month-by-Month
pro-rated depreciation schedule. The Parties understand that the
aforementioned hardware will only be guaranteed to operate with
the Software for a One (1) year period. Hardware upgrades may be
required in order to operate future and improved versions of the
Software. Supplier shall provide Three (3) months advance notice
of anticipated changes in future versions of the Software that
will require Customer to upgrade or replace existing Equipment in
order to operate said future versions of the Software upon its
general release.
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11. Infringement Indemnification.
a. Notification of Infringement. Customer agrees to promptly
notify Supplier in writing of any notice, suit, or any action
against Customer based upon a claim that the Software infringes a
U.S. patent, copyright, trademark, or trade secret of a third
party. Supplier will defend at its expense any such action,
except as excluded below, and shall have full control of such
defense including all appeals and negotiations, and will pay all
settlement costs, or damages awarded against Customer, but
Supplier shall not be liable to Customer for special incidental,
indirect or consequential damages.
b. Replacement of Infringed Software. In the event of such
notice, suit or action, Supplier will at its expense procure for
Customer the right to continue using the Software, or modify the
Software to render such non-infringing, or accept, return, and
replace such with substantially equivalent non-infringing
software, or accept return of the Software and refund or credit
to Customer the amount of the original purchase price, less a
reasonable charge for depreciation (based upon a Month by Month
usable life).
c. Limitations on Infringement Liability. The preceding
agreements by Supplier in this section shall not apply to any
hardware, software, or related product or portion thereof
manufactured to specifications furnished by or on behalf of
Customer, to any infringement arising out of the use of the
Software in combination with other hardware, software, or related
product not furnished by Supplier, or to any patent, copyright,
trademark or trade secret in which Customer or subsidiary or
affiliate thereof, has a direct or indirect interest, or if
Customer has not provided Supplier with prompt notice, authority,
information and assistance necessary to defend the action. The
foregoing states the entire liability of Supplier for patent,
copyright, trademark and trade secret infringements by the
Software or portion thereof.
12. Technical Data and Invention.
a. Technical Data. Unless specifically identified and priced
in this contract as a separate item or items to be delivered by
Supplier (and in that event, except to the extent so identified
and priced), the sale of goods hereunder confers on Customer no
right in, license under, access to, or entitlement of any kind,
to any of Supplier's technical data including but not limited to
design, process technology, software and drawings, or to
technical data including but not limited to design, process
technology, software and drawings, or to Supplier's invention
(whether or not patentable) irrespective of whether any such
technical data or invention or any portion thereof arose out of
work performed under or in the course of this contract, and
irrespective of whether Customer has paid or is obligated to pay
Supplier for any part of the design and/or development of the
goods.
b. Data Received from Customer. Supplier shall not be
obligated to safeguard or hold confidential any data whether
technical or otherwise, furnished by Customer for Supplier's
performance of this contract unless (and only to the extent that)
Customer and Supplier have entered into a separate mutual
non-disclosure and confidentiality agreement.
c. Data Received from Supplier. Customer acknowledges and
recognizes that Supplier is in the business of selling computers,
computer components and equipment, and software, which business
is highly competitive, and that Customer, during its relationship
with Supplier, will have access to and become familiar with
certain proprietary information of Supplier, including without
limitation, client information, design information, methods of
operation, and technical data of a highly confidential nature.
During the term of this Agreement and at all times thereafter,
Customer agrees that, unless this information has already become
common knowledge or unless required to disclose it by a court
order or governmental process, Customer shall hold the
information in trust solely for Supplier's benefit and Customer
shall not use or exploit such information for its own benefit,
and shall not directly or indirectly disclose it to any person or
entity, other than Customer's employees or personnel, without
Supplier's prior written permission. Customer may disclose such
information to its employees and personnel, but only if such
employees and personnel have a need to know of such information
in the course of Customer's operation of its business. With
respect to all confidential information, Customer will instruct
its employees and personnel to keep this information confidential
and not to disclose it directly or indirectly to any person or
entity without Supplier's prior written permission.
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13. Sale or Cessation of Customer's Business. In the event of (i) a sale or
other disposition of Customer's business, either by sale or other
disposition of all or substantially all of its assets or the sale or other
disposition of all or a majority of the stock/membership interests in
Customer, or (ii) an assignment or other conveyance of its rights to manage
and operate the Coffee Stores under the Wal-Mart Agreement, Customer agrees
that it will cause the transferee of the business or the assignee of its
rights under the Wal-Mart Agreement to assume Customer's obligations under
this Agreement and no such transfer or assignment shall operate to release
Customer from Customer's obligations under this Agreement without the prior
written consent of Supplier in Supplier's sole and absolute discretion.
Customer further agrees that prior to execution of this Agreement, it will
provide Wal-Mart with notice of this Agreement and the provisions of this
Section 13. In the event of a liquidation or other cessation of Customer's
business (without sale or transfer of the business), Customer shall give
Supplier at least Three (3) months prior written notice of its intention to
discontinue its business. Failure to comply with this Section 13. Shall
constitute a material breach of this Agreement by Customer.
14. Assignment. Neither Party may assign this Agreement in whole or in part
without the prior written consent of the other Party. (It shall not be
considered an "assignment" if either Party applies the contract to wholly
owned subsidiaries, or, to other ventures in which they remain the
controlling entity, provided, however that the forgoing shall not release
such Party from or affect such Party's obligations under this Agreement.)
15. Term. This Agreement shall become effective on the date upon which the
Party last signing below signs this Agreement and shall remain in effect
for so long as the Wal-Mart Agreement remains in effect, unless otherwise
terminated earlier pursuant to the terms of this Agreement or terminated
earlier by mutual written consent of the Parties. Furthermore, either Party
may terminate this Agreement immediately in the event that the other Party
has breached a provision of this Agreement and has failed to cure the
breach within a reasonable time or in the event that the other Party shall
become liquidated, dissolved, bankrupt or insolvent, or shall take any
action to be so declared.
16. Miscellaneous.
a. Entire Agreement. This Agreement and attached Exhibits
constitute the entire agreement between Customer and Supplier
with respect to the subject matter hereof and there are no
representations, understandings or agreements which are not fully
expressed in this Agreement.
b. Cooperation. The Parties acknowledge and agree that
successful completion of this Agreement shall require the full
and mutual good faith cooperation of each of the Parties.
c. Amendments. No amendment, change, waiver, or discharge
hereof shall be valid unless in writing and signed by the Party
against which such amendment, change waiver, or discharge is
sought to be enforced.
d. Nevada Law; Exclusive Jurisdiction and Venue. This
Agreement shall be governed in all respects by the laws of the
State of Nevada without regard to its conflict of laws
provisions, and Corporation and Contractor agree that the sole
and exclusive venue and jurisdiction for disputes arising from
this Agreement shall be the appropriate state or federal court
located in the City of Reno, and Customer and Supplier hereby
submit to the venue and jurisdiction of such courts.
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e. Notice. Any notice provided pursuant to this Agreement,
if specified to be in writing, shall be in writing and shall be
deemed given (i) if by hand delivery, upon receipt thereof, (ii)
if by mail, three (3) business days after deposit in the United
States mails, postage prepaid, certified mail, return receipt
requested, (iii) if by facsimile transmission, upon electronic
confirmation thereof, (iv) if by electronic mail (e-mail), upon
electronic confirmation thereof or (v) if by next day delivery
service, upon such delivery. All notices shall be addressed as
follows (or such other address as either Party may in the future
specify in writing to the other):
In the case of Supplier: In the case of Customer:
Attn: Xx. Xxxxx Rolling Attn: Xxxx X. Ban
000 Xxxxxxxx Xxxx. 00000 Xxxxxxx Xxxxx
Xxxx, Xxxxxx 00000 Xxxxxxxx, XX 00000
Phone: (000) 000-0000 Phone: (000) 000-0000
Email: __________________ Email: __________________
a. Waiver. The wavier or failure of either Party to exercise
any right in any respect provided for herein shall not be deemed
a waiver of any further right hereunder.
b. Interpretations. All references to "Business Days" shall
mean all days excluding Saturdays, Sundays and legal holidays
observed in Reno, Nevada. All references to the masculine,
feminine, neuter or singular shall also refer to the masculine,
feminine, neuter or plural, where applicable.
c. Severability. If any section, portion, provision,
paragraph, clause, sentence, language or word of this Agreement
is determined to be invalid, illegal, void, voidable or
unenforceable for any reason whatsoever, this Agreement shall be
read as if it did not contain such section, portion, provision,
paragraph, clause, sentence, language or word, it is to that
extent to be deemed omitted, and the balance of this Agreement
shall remain enforceable.
d. Counterparts. This Agreement may be executed in several
counterparts, including by means of facsimile signatures, all of
which taken together shall constitute the entire agreement
between the Parties hereto.
e. Headings. The section headings used herein are for
reference and convenience only and shall not enter into the
interpretation hereof.
f. Approvals and Similar Actions. Unless otherwise provided
herein, where agreement, approval, acceptance, consent or similar
action by either Party hereto is required by any provision of
this Agreement, such action shall not be unreasonably delayed or
withheld. g. Attorneys' Fees. Each Party hereto shall be
responsible for and shall pay for their own costs and attorneys'
fees. Notwithstanding the foregoing, if either Party brings any
action or proceeding, subsequent to the execution of this
Agreement, to interpret or enforce any provision hereof, the
prevailing Party shall be entitled to reasonable fees and costs,
including attorneys' fees.
h. Further Documents. Each Party agrees to perform any
further acts and to execute and deliver any additional documents
which may be reasonably necessary to effectuate the provisions of
this Agreement.
CUSTOMER: SUPPLIER:
Viscus Coffee International Inc., Make Your Move, Inc., a Nevada
a Delaware corporation corporation
By/s/Xxxxxxx Xxxxxx By/s/Xxxxx X. Rolling
------------------------- -------------------------
Name Xxxxxxx Xxxxxx NameHenry L. Rolling
Title President Title President
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