Exhibit 10.30
DISTRIBUTORSHIP AGREEMENT
This Distributorship Agreement (this "Agreement"), for reference purposes
dated as of 12/09, 2002, is entered into by and between TAZO TEA COMPANY
("Tazo") and MASTER DISTRIBUTORS, INC. dba Atlantic Beverage Company, a Maryland
corporation ("Distributor").
RECITALS
A. Distributor is in the business of distributing bottled beverages to
retail and food sources. Tazo sells tea and related products, including bottled
ready-to-drink flavored teas.
B. Tazo wishes to grant and Distributor wishes to acquire certain rights
to distribute Tazo's bottled beverages to the counties in Maryland, Virginia and
Washington D.C. listed on Schedule 0 xxxxxxxx xxxxxx ("xxx Xxxxxxxxx"). The
purpose of this Agreement is to set forth the terms and conditions of
Distributor's distributorship.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto agree as follows:
AGREEMENT
1. Distributorship.
1.1 Distribution Rights. Subject to Sections 1.2 and 1.3 below and the
terms and conditions set forth in this Agreement, Distributor will serve as
Tazo's exclusive distributor in the Territory described in Schedule 1 and for
those Products described in Schedule 1.
1.2 Product Line. To retain its exclusive, non-transferable right during
the term of this Agreement to distribute the Products in the Territory,
Distributor shall market, distribute and sell for Tazo under the terms of this
Agreement any additional ready-to-drink bottled Tazo tea that another
distributor offers to market, distribute and sell for Tazo in the Territory. In
the event Distributor fails to add such ready-to-drink bottled Tazo tea to the
list of Products within ten (10) business days of written notice from Tazo, Tazo
may grant such other distributor the right to also distribute the Products in
the Territory.
1.3 Excluded Sales Channels. Notwithstanding the description of
Distributor's Territory in which Distributor shall have the exclusive,
non-transferable right to sell the Products subject to the terms and conditions
of this Agreement, Distributor acknowledges and agrees to the following
exceptions to its exclusive distribution rights:
(a) Natural Specialty Food Distributors may distribute the Products
to customers in the Territory;
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(b) Tazo's parent company, Starbucks Corporation, and any of its
authorized distributors may distribute the Products in the Territory; and
(c) Any purchaser of Products that participates in the distribution
offered or mandated by a national or regional food service company with accounts
located both in- and outside the Territory may purchase Products from the
mandated distributor.
1.4 Reserved Rights. Tazo reserves the right at any time to change,
modify or discontinue any of the Products and to amend Schedule 1 accordingly.
Additionally, Tazo may, but is not obligated to, add Products to Schedule 1
which may then be distributed as provided herein, except that such new Products
may be subject to additional terms and conditions.
1.5 Term. The term of this Agreement shall begin on the Commencement Date
shown on Schedule 1 with an initial term of one (1) year ("Initial Term") and
shall expire at the end of the Initial Term if written notice of the Agreement's
expiration is given by either party at least thirty (30) days prior to the last
day of the Initial Term. Otherwise, following the Initial Term, this Agreement
shall automatically renew and continue for additional one (1)-year terms unless
canceled by either party by written notice at least thirty (30) days prior to
the end of any renewal term. This Agreement may also be terminated earlier
pursuant to Article 9 of this Agreement.
1.6 Authority. Distributor is an independent legal entity, and the
relationship between Distributor and Tazo is entirely based on Distributor's
purchasing and selling Tazo's products for Distributor's own account.
Distributor shall have no authority whatsoever to bind or represent Tazo in any
respect. Nothing contained herein shall be deemed to create a partnership
between the parties or the relationship of principal and agent.
2. Distributor Obligations.
2.1 Marketing Efforts. Distributor agrees to use its best endeavors to
promote the sale of the Products in the Territory on the maximum possible scale
by all usual means and to act loyally to Tazo in all matters involved in this
Agreement. In addition, Distributor agrees to:
(a) timely make all payments and/or pay accounts payable due Tazo
in accordance with the provisions of this Agreement;
(b) comply with all laws, rules and regulations applicable to its
performance pursuant to this Agreement and shall procure and maintain all
licenses and permits necessary to the performance of its business;
(c) advise Tazo of any inquiries which it or any of its associated
companies may receive from any prospective customers for the supply of Products
outside the Territory;
(d) describe itself as a distributor for Tazo in the Territory in
all commercial documents relating to the Products;
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(e) inform Tazo immediately of any changes in Distributor's
organization or method of doing business which might affect the performance of
Distributor's duties hereunder; and
(f) keep Tazo fully informed at all times of the market conditions,
competitive products and prices, and other facts material to the marketing of
the Products in the Territory.
2.2 Non-Competition. During the term of this Agreement, Distributor shall
not, directly or indirectly, distribute in the Territory, Tazo products
purchased from any person other than Tazo.
2.3 Prohibited Practices. Distributor agrees not to sell the Products by
mail order, over the Internet or by similar means. In addition, Distributor
agrees (a) not to pledge, in any manner, the credit of Tazo, (b) not to receive
any money on behalf of Tazo, (c) not to make any contracts or commitments on
behalf of Tazo, and (d) not to make any warranties or other representations
regarding the Products other than those authorized by Tazo in writing.
2.4 Insurance. Distributor represents that it maintains and will continue
to maintain worker's compensation and employer's liability insurance in keeping
with statutory requirements. Distributor shall also maintain commercial general
liability insurance and commercial auto liability insurance, with a per
occurrence limit of liability of no less than $1,000,000.00, naming Tazo Tea
Company and Starbucks Corporation as additional insureds. Distributor shall
additionally maintain legal liability coverage in sufficient amounts to cover
damage to Tazo products in its care, custody and control.
2.5 Quality Standards. Distributor shall at all times comply with the
Warehouse Operating Procedures and Quality Control Procedures set forth in
attached Exhibit A. Distributor shall not distribute Products that have exceeded
their recommended shelf life ("Expired Products"), that have been improperly
stored, or that have otherwise become tainted, spoiled and/or stale. Distributor
shall accurately and completely communicate to any purchaser of the Products the
proper methods for storage of the Products.
2.6 Expired Products. Distributor shall report quantities of Expired
Product to Tazo and the parties will mutually determine proper disposition of
all Expired Products. Tazo shall not be obligated to credit Distributor for any
Expired Product.
3. Sales.
3.1 Distributor Prices. Tazo shall, in its sole discretion, establish the
prices to be charged to Distributor for each Product (the "Distributor Prices").
The current Distributor Prices are set forth in Schedule 1 attached hereto. Tazo
shall have the right, in its sole discretion, to increase or decrease the
Distributor Prices upon thirty (30) days' written notice to Distributor.
Distributor Price increases will not affect orders already accepted by Tazo.
Price decreases shall apply to all Products not delivered.
3.2 Distributor Orders. Distributor shall place written orders with Tazo
at least ten (10) business days prior to the delivery date shown on the written
order. No order shall be for less than the minimum order quantities shown on
Schedule 1.
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3.3 Payment Terms. Tazo shall invoice Distributor directly at the "xxxx
to" address shown on Schedule 1. All invoices are due upon issuance and are
payable by Distributor net thirty (30) days from the date of issuance. A late
payment charge will be assessed on any obligation not paid when due at a rate of
1.5% per month; provided, however, that any late payment charge shall not be
assessed at a rate which exceeds the maximum permitted by applicable law.
3.4 Resale Price. Distributor may resell the Products to purchasers at
the price Distributor determines in its sole discretion.
3.5 Freight/Shipping Costs. Distributor shall be responsible for any and
all freight/shipping costs payable hereunder or under any agreement with a
customer.
3.6 Financing. Distributor, and not Tazo, shall be solely responsible for
all risk of nonpayment for Products distributed on credit.
3.7 Taxes and Licensing. Distributor shall pay all excise, sales, and
other similar taxes payable in respect of the Products shipped to Distributor;
and obtain any licenses, authorizations, permissions, and other documents, and
comply with all formalities in a state for the import, export, distribution,
sale and/or other disposal of the Products in and from each state.
4. Delivery and Risk of Loss.
4.1 Delivery. Tazo shall ship the Products ordered by Distributor within
the normal shipping schedule established by Tazo from time to time, but cannot
guarantee a specific shipment date. Accordingly, Tazo's sole obligation to
Distributor shall be to ship Products as promptly as reasonably practicable.
Tazo shall not be liable to Distributor for unavailability of or delay in
shipment or receipt of Products because of temporary product shortages, order
backlogs, production difficulties, delays, unavailability of transportation,
fire, strikes, work stoppages, or other causes beyond the reasonable control of
Tazo. In the event of product shortage, Tazo reserves the right to substitute
the unavailable Product with a comparable product.
4.2 Risk of Loss. Delivery shall be made F.O.B. Tazo's plant. Possession
of and title to all Products ordered hereunder shall be deemed to pass to
Distributor upon delivery to the common carrier at the point of shipment.
Distributor shall thereupon assume all risk of loss or damage, except for any
loss resulting from the negligence of Tazo. Transportation charges and cost of
insurance which may be incurred shall be added to the Distributor Price for each
Product and shall be paid by Distributor.
4.3 Inspection. Distributor shall inspect the Products upon receipt to
confirm that Products conform to specifications and/or product descriptions.
Tazo will only remedy those defects or damage that are noted on the original
xxxx of lading at the time of receipt. In addition to noting the defects or
damage on the xxxx of lading, Distributor also must notify Tazo of the defects
or damage by facsimile within 72 hours after Distributor's receipt of the
Products. As Distributor's sole remedy under this Agreement, Distributor may
return any Product which contains visible defects on the packaging or has been
damaged in shipment for (a) replacement, or (b) credit in the amount of the
Product's Distributor Price. Tazo will pay for return or replacement of such
Products, provided a Tazo designated carrier is used. Distributor's signature
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on the xxxx of lading acknowledging receipt shall be conclusive evidence that
the Products were received undamaged and that the Products conform to
specifications and/or Product descriptions.
5. [Reserved]
6. Inspection Rights. Tazo, or any agency selected by Tazo, shall have access
within Distributor's facility at reasonable times to inspect the Products,
Distributor's storage of the Products, and any equipment or facility related to
Distributor's receipt, storage, shipping or delivery of the Products.
Distributor shall cooperate with such inspections as necessary.
7. Warranty and Limitation of Liability.
7.1 Product Warranty. Tazo warrants that the Products delivered to
Distributor, at the time of delivery, shall (a) conform to Tazo's specifications
and to all labeling on the packaging of the Products, (b) be in unadulterated
form, and (c) be in compliance with U.S. laws, statutes, rules, regulations and
relevant orders relating to the manufacture, use, distribution and sale of the
Products. Tazo shall not be responsible for any defects in the Products arising
from Distributor's failure to follow proper operating procedures, misuse or
mishandling of the Products, improper storage of the Products, modifications to
the Products not approved by Tazo, or use of Expired Products. Tazo shall not be
responsible for any visible defects in the Products not returned in accordance
with Section 4.3.
7.2 Warranty Disclaimer. EXCEPT AS SET FORTH HEREIN, TAZO MAKES NO OTHER
REPRESENTATION OR WARRANTY RELATING TO THE PRODUCTS AND SPECIFICALLY DISCLAIMS
ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7.3 Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL TAZO BE LIABLE
TO DISTRIBUTOR OR ANY CUSTOMER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL,
SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
OR THE USE OF THE PRODUCTS, EVEN IF TAZO HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL TAZO
HAVE ANY LIABILITY WHATSOEVER FOR ANY CLAIM ARISING FROM OR RELATING TO THIS
AGREEMENT OR ITS PERFORMANCE IN EXCESS OF THE TOTAL DISTRIBUTOR PRICES PAID BY
DISTRIBUTOR HEREUNDER DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE FILING
OF SUCH CLAIM.
8. Trademarks.
8.1 Rights Regarding Trademarks. Distributor acknowledges Tazo's
exclusive ownership of the Tazo trademarks, including the word "TAZO" and such
other trademarks as Tazo may use from time to time (the "Trademarks").
Distributor agrees that nothing in this Agreement shall constitute a license nor
grant Distributor or any purchaser from Distributor any right, title, or
interest in the Trademarks. All use of the Trademarks inures solely to the
benefit of Tazo and nothing in this Agreement, or through the parties' course of
conduct shall be deemed to create any right in Distributor to the Trademarks.
Distributor agrees that it shall only use the
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Trademarks in conjunction with the authorized distribution and sale of the
Products, in accordance with the terms of this Agreement, or as otherwise agreed
by Tazo. Distributor agrees that it shall not attempt to register the Trademarks
and shall not contest or assist anyone in contesting at any time during or after
the term of this Agreement, in any manner, the validity of the Trademarks or any
corresponding registration.
8.2 Use of Promotional Materials. Distributor and any purchaser from
Distributor may use the packaging, signs, promotional materials and the like
prepared by Tazo, without any prior approval, provided the materials are
displayed in the approved form and are replaced when soiled or stained.
8.3 Other Uses. Any other proposed use of the Trademarks, including use
in advertising, packaging, labels, signs (other than previously approved forms
of signage) shall be submitted to Tazo for review and approval in writing prior
to use or distribution of the same. Distributor shall not use the Trademarks in
any manner that would tend to injure, demean or dilute the reputation of Tazo or
the goodwill symbolized by the Trademarks or outside the terms of this
Agreement.
8.4 Infringement. Distributor shall fully cooperate with Tazo to
investigate and prevent any activity that infringes Tazo's trademark rights or
other rights with respect to Tazo's Confidential Information or the sale of the
Products.
9. Termination.
9.1 Termination on Notice. Either party may terminate this Agreement at
any time by giving sixty (60) days written notice of such termination to the
other party. Either party may immediately terminate this Agreement (a) if the
other party breaches any provision of this Agreement, including any obligation
to make payment, and fails to cure such breach within thirty (30) days after
written notice, (b) if a proceeding in bankruptcy or for reorganization or the
appointment of a receiver is started by or against the other party, or (c) if
any material misrepresentation made by the other party in connection with this
Agreement proves to have been false when made. Additionally, Tazo may terminate
this Agreement upon transfer of ownership or control of Distributor.
9.2 Obligations Upon Termination or Expiration. On termination or
expiration of this Agreement, Distributor shall immediately (a) pay all sums due
and owing to Tazo and (b) cease the further sale and use of the Products as well
as the use of the Trademarks, and any confusingly similar names, marks,
insignia, symbols, and shall not thereafter, directly or indirectly represent
itself as affiliated in any way with Tazo. Distributor shall deliver all goods
and materials containing the Tazo Trademarks and all other written materials
incorporating or disclosing Confidential Information and any copies thereof to
Tazo or, at Tazo's election, deliver a statement certifying the destruction of
such goods and materials. Neither Distributor nor Tazo shall, by reason of
termination of this Agreement (including non-renewal) be liable to the other for
compensation, reimbursement or damages for the loss of prospective profits on
anticipated sales or for expenditures, investments, losses or commitments in
connection with the business or goodwill of Tazo or Distributor or otherwise.
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9.3 Termination for Convenience. In the event Tazo elects to terminate
this Agreement for convenience (with sixty (60) days' prior notice as provided
in Section 9.1), Tazo shall compensate Distributor, subject to the following
terms and conditions:
(a) Compensation will be based on Distributor's actual purchases of
Products from Tazo during the twelve calendar months preceding Tazo's notice to
terminate the Agreement and will be calculated at compensation rates of Two
Dollars ($2.00) per case of twelve (12) bottles for which Distributor has paid
Tazo during the twelve calendar-month period.
(b) Tazo will pay the compensation in immediately available funds
upon Tazo's receipt of Distributor's release and waiver of all claims relating
to this Agreement and the sale and distribution of the Products.
10. Confidentiality. Distributor acknowledges that in the course of dealings
between the parties, Distributor will acquire information about Tazo, its
business activities and operations, its technical information and trade secrets,
all of which are highly confidential and proprietary to Tazo. As a condition to
this Agreement, Distributor shall execute and deliver to Tazo the
Confidentiality and Non-Disclosure Agreement attached hereto as Exhibit B.
11. Indemnification. Distributor agrees that it will sell, handle, store,
transport and use, or apply the Products in a safe and reasonable manner, and in
strict conformance with Tazo's specifications therefor, and that Tazo shall not
be liable for any loss, damage or injury to any person or property occurring
after delivery of the Products by Tazo to Distributor. Distributor agrees that
it shall indemnify and hold Tazo and its officers, owners, directors, employees,
agents and affiliates harmless from and against all claims, damages, losses, and
expenses, including reasonable legal fees and costs, arising out of or resulting
from any breach of this Agreement by Distributor or the sale, handling, storage,
transport, use or application of the Product by Distributor, or its employees,
agents, customers, or anyone for whose actions any of them may be liable.
12. Tazo's Declaration. Tazo has no actual knowledge of any present claim by
any third party that the sale of the Products may infringe any patent,
registered designs, trademarks, copyright, or similar rights existing or
registered in the Territory. Tazo declares to the best of its knowledge that the
sale and use of the Products shall not involve infringement of any third party's
intellectual property right. TAZO DOES NOT MAKE ANY FURTHER WARRANTY, EITHER
EXPRESS OR IMPLIED, UNDER STATUTES OR COMMON LAW IN RESPECT OF ANY PATENTS,
REGISTERED DESIGNS, TRADEMARKS, COPYRIGHTS, OR SIMILAR RIGHTS OF THIRD PARTIES.
13. General.
13.1 Force Majeure. Neither party shall be responsible to the other for
any failure to comply with the terms of this Agreement, or for any delay in
performance of, or failure to perform under this Agreement where such failure or
delay is due to reasons beyond the party's reasonable control such as acts of
God, including but not restricted to, fire, storm, flood, frost, disease and
pestilence, earthquake, explosion, accident, acts of the public enemy, war,
rebellion, insurrection, sabotage, epidemic, quarantine restrictions,
transportation embargoes or failures or
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delays in transportation, or acts (including laws, regulations, disapprovals or
failures to approve) of any government whether national, municipal or otherwise,
or any agency thereof.
13.2 Governing Law. Except where specifically prohibited by local law,
the parties hereby agree that the terms and conditions of this Agreement shall
be governed by and construed in accordance with the laws of the state of Oregon.
Any lawsuit relating to this Agreement shall be brought only in the court of
appropriate jurisdiction in the state of Oregon.
13.3 Survival. Notwithstanding any term to the contrary, the provision of
Articles 7 through 11 and 13, as well as all obligations of payment and such
other provisions reasonably necessary to give effect to the parties' intent,
shall survive the termination or expiration of this Agreement.
13.4 Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given, if
delivered in person, telecopied or mailed by first class mail, postage prepaid
to the parties at the addresses set forth in Schedule 1, or to such other
address as the party being addressed or receiving copies shall have most
recently furnished in writing by one of the above described means.
13.5 Amendments. This Agreement may not be modified or amended except by
a written instrument executed by each of the parties.
13.6 Consequential Damages. Neither party shall be liable for
consequential damages arising out of any breach of this Agreement.
13.7 Independent Contractors. Distributor acknowledges that it is not,
and shall not hold itself out as, a joint venturer, franchisee, partner,
employee, servant, representative or agent of Tazo. It is expressly agreed that
the parties hereto are acting hereunder as independent contractors, and under no
circumstances shall any of the employees of one party be deemed the employees of
any other party for any purpose. This Agreement shall not be construed as
authority for any party to act for another party in any agency or other
capacity, or to make commitments of any kind for the account of or on behalf of
another party except to the extent and for the purposes expressly provided for
herein.
13.8 Assignment. This Agreement and the rights granted hereunder may not
be assigned by either party without the prior written consent of the other,
except that Tazo may assign this Agreement without the written consent of
Distributor to a parent company, subsidiary, affiliate or a purchaser of all or
substantially all of Tazo's rights in the Products.
13.9 Severability. If any provision of this Agreement is determined by a
court of competent jurisdiction to be invalid or unenforceable, such
determination shall not affect the validity or enforceability of any other part
or provision of this Agreement.
13.10 Waiver. No waiver by any party of any breach of any provision
hereof shall constitute a waiver of any other breach of that or any other
provision hereof.
13.11 Complete Agreement. This Agreement, together with all exhibits,
schedules and attachments hereto, constitutes the entire agreement of the
parties and supersedes all prior
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agreements, whether oral or written, express or implied, between the parties. If
any term of this Agreement conflicts with any term of an issued purchase order,
the terms of this Agreement shall control.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
TAZO TEA COMPANY MASTER DISTRIBUTORS, INC.
dba Atlantic Beverage Company
By: /s/ Xxx Xxxxxxxx By: /s/ [ILLEGIBLE]
----------------------------------- ---------------------------------
Its: VP of Sales Its: Vice President
----------------------------------- ---------------------------------
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SCHEDULE 1
DISTRIBUTOR INFORMATION; COMMENCEMENT DATE; NOTICE ADDRESSES; ETC.
1. Distributor Name: Master Distributors, Inc. dba Atlantic Beverage Co.
Distributor's Business Address: 0000 Xxxxxxx Xxxxx
Xxxxxx, XX 00000
Type of Entity (partnership, corporation, etc.): corporation
State of Organization: Maryland
2. Territory: Washington D.C. and the Maryland and Virginia counties
listed on the attachment hereto
3. Commencement Date: December 1, 2002
4. Distributor Address for Billing Purposes: same
5. Distributor Address for Notice Purposes:
With a Copy to:
Master Distributors, Inc. None
0000 Xxxxxxx Xxxxx
Xxxxxx, XX 00000
Attn: Xxxxx Xxxxx
6. Tazo Address for Notice Purposes:
With a Copy to:
Tazo Tea Company Starbucks Corporation
000 XX 0xx Xxxxxx P.O. Box 34067, S-LAI
Xxxxxxxx, Xxxxxx 00000 Xxxxxxx, XX 00000-0000
Attn: Xxx Xxxxxxxx Attn: executive vp and general counsel
7. Products, Prices as of Commencement Date and Minimum Order Quantities:
------------------------------------------------------------------------------------------------------
Product Description Initial Price Minimum Order Quantity
------------------------------------------------------------------------------------------------------
Tazo Ready to Drink Tea - 12/13.8 oz bottles 9.25 N.A.
------------------------------------------------------------------------------------------------------
EXHIBIT A
WAREHOUSE OPERATING PROCEDURES AND
QUALITY CONTROL PROCEDURES
1. Distributor shall provide a clean, climate-controlled warehouse
environment and clean delivery vehicles, free from insects, vermin, dirt,
dust, grease, and contamination.
2. Distributor will regulate and control the temperature and humidity in its
warehouses and delivery vehicles so that the temperature is maintained
below 90 degrees Fahrenheit and the humidity is maintained at less than
50% relative humidity.
3. Distributor shall handle, store and ship the Products in a prudent manner
to protect the Products from contact or proximity to anything that might
damage the Products or affect the quality of the Products.
4. Distributor shall inspect its facilities and equipment as needed (but at
least several times within the shelf life of the Products) to confirm that
Distributor's facilities and equipment remain free of insects and vermin
and otherwise remain in compliance with the requirements of this
Agreement.
EXHIBIT B
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
1. PARTIES. This Agreement is between Tazo Tea Company ("TAZO") and MASTER
DISTRIBUTORS, INC. dba Atlantic Beverage Company ("COMPANY"), each having the
address set forth below.
2. BACKGROUND AND PURPOSE OF DISCLOSURE. COMPANY and TAZO are evaluating or
are engaged in a business relationship (the "Project(s)"), during which TAZO may
disclose to COMPANY certain valuable confidential and proprietary information.
3. DESCRIPTION OF CONFIDENTIAL INFORMATION. TAZO's interest in the Project
and the fact that the parties are working together on the Project is
confidential information. Unless such information falls within the exceptions
set forth below, any and all information disclosed by TAZO which by its nature
is generally considered proprietary and confidential, disclosed in any manner
and regardless of whether such information is specifically labeled as such, also
is considered confidential information (hereinafter any and all such information
shall be collectively referred to as "Confidential Information").
4. AGREEMENT TO MAINTAIN CONFIDENTIALITY. COMPANY agrees to hold any
Confidential Information disclosed to it in confidence, to cause its employees,
agents or other third parties to hold such Confidential Information in
confidence, and to use the same standard of care used to protect its own
proprietary and confidential information in protecting the Confidential
Information. COMPANY shall not disclose Confidential Information to others or
use it for purposes other than the Project.
5. LIMITED DISCLOSURE. COMPANY agrees to limit disclosure of Confidential
Information to those employees or agents necessary for the Project who have
agreed to be bound by the obligations herein.
6. EFFECTIVE DATE AND LENGTH OF OBLIGATION. This Agreement is effective as of
the last date of execution by both parties and may only be terminated by either
party upon written notice following the termination of the parties'
Distributorship Agreement to which this Agreement is attached. COMPANY's
obligation of confidentiality and non-use for Confidential Information hereunder
shall last for five (5) years from the date of such written notice.
7. SECURITIES LAWS. COMPANY hereby acknowledges that it is aware, and agrees
that it will advise all of those persons who are involved in the Project that is
the subject of this Agreement, that federal and state securities laws prohibit
any person who has received material, non-public information (information about
TAZO, its parent company, Starbucks Corporation ("STARBUCKS") or their
businesses that is not generally available to the public) concerning TAZO or
STARBUCKS, including, without limitation, the matters that are the subject of
this Agreement, from purchasing or selling securities of STARBUCKS while in
possession of such non-public information, and from communicating that
information to any other person who may purchase or sell securities of STARBUCKS
or otherwise violate such laws. COMPANY specifically acknowledges these
obligations and agrees to be bound thereto.
8. EXCEPTIONS TO CONFIDENTIAL INFORMATION. Confidential Information shall not
include any information which (a) was publicly available at the time of
disclosure; (b) became publicly available after disclosure without breach of
this Agreement by the COMPANY; (c) was in COMPANY's possession prior to
disclosure, as evidenced by COMPANY's written records, and was not the subject
of an earlier confidential relationship with TAZO; (d) was rightfully acquired
by COMPANY after disclosure by TAZO from a third party who was lawfully in
possession of the information and was under no obligation to TAZO to maintain
its confidentiality; (e) is independently developed by COMPANY's employees or
agents who have not had access to the Confidential Information; or (f) is
required to be disclosed by the COMPANY pursuant to judicial order or other
compulsion of law, provided that COMPANY shall provide to TAZO prompt notice of
such order and comply with any protective order imposed on such disclosure.
9. RETURN OF CONFIDENTIAL INFORMATION. At any time requested by TAZO, COMPANY
shall return or destroy all documents, samples or other materials embodying
Confidential Information, shall retain no copies thereof, and shall certify in
writing that such destruction or return has been accomplished.
10. DISCLAIMER OF OTHER RELATIONSHIPS. This Agreement does not create a
relationship of agency, partnership, joint venture or license between the
parties.
11. BREACH. If COMPANY breaches any term of this Agreement, TAZO shall have
the right to (a) terminate this Agreement and/or demand the immediate return of
all Confidential Information; (b) recover its actual damages incurred by reason
of such breach, including, without limitation, its attorneys fees and costs of
suit; (c) obtain injunctive relief to prevent such breach or to otherwise
enforce the terms of this Agreement; and (d) pursue any other remedy available
at law or in equity. Failure to properly demand compliance or performance of any
term of this Agreement shall not constitute a waiver of TAZO's rights hereunder.
12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the state of Oregon, without reference to conflicts
of law principles. The parties hereby submit and consent to the jurisdiction of
the federal and state courts of Multnomah County, Oregon, for purposes of any
legal action arising out of this Agreement.
13. AMENDMENTS. This Agreement is made a part of and subject to the provisions
of the parties' Distributorship Agreement to which it is attached and all
previous agreements between the parties regarding the Confidential Information
are superceded by that Agreement and cannot be canceled, assigned or modified
except as provided therein.
MASTER DISTRIBUTORS, INC. dba Atlantic Beverage Co.
(Company Name)
Signature /s/ [ILLEGIBLE]
--------------------------------------------------
Title Vice President
--------------------------------------------------
Address 0000 Xxxxxxx Xx.
--------------------------------------------------
Xxxxxx, MD 20794
------------------------------------------------------------
Date
--------------------------------------------------------
TAZO TEA COMPANY
Signature /s/ Xxx Xxxxxxxx
--------------------------------------------------
Title V.P. of Sales
--------------------------------------------------
Address X.X. Xxx 00
--------------------------------------------------
Xxxxxxxx, XX 00000
------------------------------------------------------------
Date 12/9/02
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ATTACHMENT
ATLANTIC BEVERAGE
TERRITORIAL COVERAGE
MARYLAND COUNTIES WASHINGTON, DC VIRGINIA COUNTIES
----------------- -------------- -----------------
Baltimore All Fairfax
Xxxx Arbundel Arlington
Frederick Loudoun
Xxxxxxxxxx Prince Xxxxxxx
Xxxxxx George's
Xxxxxx
Xxxxxxx
Xxxxxxx
Xxxxxxxxx
Wicomico
Talbot
Somerset
Queen Anne's
Kent
Dorchester
Xxxxx
Xxxxxxxx
Xxxxxxx
Xxxxxxx
St. Mary's
Washington
Allegheny
Xxxxxxx
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- TAZO READY-TO-DRINK BOTTLED TEAS -
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FEBRUARY, 2002 POST OFFICE BOX 66, CUSTOMER SERVICE: 0-000-000-0000
XXXXXXXX, XXXXXX 00000 MONDAY THRU FRIDAY: 6:00 A.M - 5:00 P.M.
PACIFIC
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JUICED TEAS CASE CODE UPC CODE
----------- --------- --------
XXXXX
Xxxxx Xxxxx 00000 7-94522-90900-1 [BAR CODE]
Passion Potion 90201 7-94522-90200-2 [BAR CODE]
Plum Delicious 91770 7-94522-91770-9 [BAR CODE]
BLACK
Mango 90801 7-94522-90800-4 [BAR CODE]
Tazoberry 90301 7-94522-90300-9 [BAR CODE]
HERBAL
Brambleberry 90401 7-94522-90400-6 [BAR CODE]
Simply Red 90101 7-94522-90100-5 [BAR CODE]
Wild Orange 90701 7-94522-90700-7 [BAR CODE]
.................................................................................
ICED TEAS
---------
XXXXX
Xxxxx Xxxxx 00000 7-94522-91750-1 [BAR CODE]
Organic Iced Green Tea 91601 7-94522-91600-9 [BAR CODE]
BLACK
Enlightened Lemon - Low Calorie 91740 7-94522-91740-2 [BAR CODE]
Organic Iced Tea - Low Calorie 91501 7-94522-91500-2 [BAR CODE]
HERBAL
Xxxxx Xxxxxx 90601 7-94522-90600-0 [BAR CODE]
Yerba Mate - Low Calorie 91730 7-94522-91730-3 [BAR CODE]
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Specifications Pricing
CASE PACK: 12/13.8 oz. - Payment Terms: Net 30 - GRAPHIC
CASE WEIGHT: 19 lbs. LESS THAN 5 PALLETS: $9.25 (plus freight)
CASE DIMENSIONS: 11 3/4" by 8 7/16" by 8" 5 PALLETS: $9.25
CASE CUBE: 0.459 -----------------------------------------
CASES/PALLET: 102 RETURN POLICY
CASES/LAYER: 17 ....
LAYERS/PALLET: 6 Contact Customer Service for all
returns. An RMA number is required.
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SKU:R023530
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TAZO READY-TO-DRINK BOTTLED TEAS
TAZO BOTTLED TEAS are artfully blended and freshly brewed according to ancient
Tazo formulas. They are created from the finest leaf teas, herbs and spices that
modern money can buy. Unlike other ready-to-drink teas (many of which begin life
as instant tea, sweetened with viscous vats of corn syrup), authentic Tazo is
created by master teamakers who scour the earth for the freshest and most
flavorful natural ingredients to use in our own unique brewing process.
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JUICED TEAS
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To create these incredibly complex blends, high-grown teas, herbs and spices are
freshly brewed and blended with pure fruit juices - then bottled. The result is
an exotic departure from traditional iced teas, unlike anything you've tasted
(in this lifetime at least).
+
GREEN
GIANT PEACH: Select green teas, chosen for their rich and exquisite flavors,
blended with peach and apple juices, and sweetened with organic cane sugar.
PASSION POTION: An exotic concoction of rare green teas, lovingly mingled with
herbs, then mixed with pear, apple and passion fruit juices.
PLUM DELICIOUS: A sensuous potion of green teas engorged with sweet, ripe, juicy
plums and a kiss of pomegranate juice.
..................................
BLACK
MANGO: High-grown black teas from Ceylon and India, brewed to perfection and
infused with delicious mango and other tropical flavors. Sweetened with organic
cane sugar.
TAZOBERRY: A succulent blend of premium high-grown black teas and Northwest
apple and raspberry juices.
..................................
HERBAL
BRAMBLEBERRY: An enticing blend of herbs, spices, and the juicy taste of
fresh-picked marionberries. Caffeine free.
SIMPLY RED: A zesty blend of herbs and spices mixed with pear and apple juices.
Caffeine free.
WILD SWEET ORANGE: A lively blend of sweet citrus herbs, orange and apple
juices. Caffeine free.
ICED TEAS
---------
A magical blend of carefully chosen teas, natural herbs and exotic spices, all
freshly brewed, naturally sweetened and lovingly bottled under the watchful eye
of a certified tea shaman. So remarkably refreshing, you'll come back many
lifetimes for more.
+
GREEN
LEMON GREEN: A delicate balance of honey and tart lemon bathed in a subtle sea
of exquisite green tea.
ORGANIC ICED GREEN TEA: A lively blend of organic, full-flavored, pan-fired and
steamfired tea from the Anhui and Zhejiang provinces of China. Renown for its
health properties, this aromatic green tea is lightly sweetened with organic
cane sugar.
..................................
BLACK
ENLIGHTENED LEMON (Low Calorie): An inspired blend of black teas and juicy
lemon, capped with the pleasant surprise of sweet, tropical starfruit. Lightly
sweetened with organic cane sugar.
ORGANIC ICED TEA (Low Calorie): A classic blend of artfully brewed, organic
black teas from Assam, South India and Africa, lightly sweetened with organic
cane sugar.
..................................
HERBAL
XXXXX XXXXXX: A refreshing tonic of ginger juice, ginseng and herbs combined
with the lightness of lemongrass. Caffeine free.
YERBA MATE (Low Calorie): Legendary South American yerba mate, infused with the
spicy heat of ginger and cardamom and the cool zest of xxxxx xxxxxx. Lightly
sweetened with organic cane sugar. Ole.
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[TAZO For more information regarding Tazo products, please contact
LOGO] your Tazo representative or call 000-000-0000; fax: 000-000-0000;
or e-mail: xxx@xxxx.xxx.
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