This strategic alliance and supply agreement template has 38 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our strategic alliance and supply agreement template:
STRATEGIC ALLIANCE AND SUPPLY AGREEMENT This Confidential Instructions: Strategic Alliance and Supply Agreement (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "First Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the "Second Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] THIS AGREEMENT is made as of [DATE] (the "Effective Date"), by [YOUR COMPANY NAME], a [YOUR STATE/PROVINCE] corporation ("First Party"), and [COMPANY NAME], a [STATE/PROVINCE] corporation ("Second Party"), with reference to the following circumstances: The parties desire to provide for the supply by First Party of certain products to all the [SPECIFY] stores currently open and that will be opened by Second Party or any subsidiary or affiliate of Second Party during the term of this Agreement in the [COUNTRY] and the [COUNTRY] (collectively, the "Stores"). The Stores open on the Effective Date are listed by number on Schedule A to this Agreement. The First Party Distribution Centers (the "Distribution Centers") initially designated to service primarily each of the Stores are opposite the Store served by such Distribution Center listed on Schedule A. The objective of this Agreement is to create a strategic alliance between First Party and Second Party to merchandise, procure and distribute [SPECIFY] products in the most cost efficient manner. The parties desire to provide for the joint exploration, evaluation, and implementation of practices and procedures to reduce total supply chain costs and allow each party to equitably share the benefits of such practices and procedures. The parties agree as follows: PRODUCT PROCUREMENT AND PRICING Procurement Services Subject to the terms and conditions of this Agreement, the First Party will be the sole provider to the Stores of certain categories of warehouse delivered products listed on Schedule 1.1 (collectively, the "Products"), except for the following: (i) typical direct to Store shipments, (ii) all existing contractual arrangements of Second Party with [COMPANY NAME][COMPANY NAME] and [COMPANY NAME] (the "Second Party Existing Arrangements"), and other arrangements with third parties relating to the procurement and supply of Products (the " Second Party Additional Arrangements"), (iii) Products that First Party decides not to source or carry, (iv) local orders that First Party decides not to source or carry, (v) annually, a basket of up to [%] of annual purchases of Products under this Agreement for each year after the Transition Period, and with respect to the Transition Period, a reasonable estimate by the parties of [%] of purchases under this Agreement during the Transition Period, (vi) Products used or offered by Second Party in the restaurants in the Stores, and (vii) as contemplated by Section 1.5. Second Party will be permitted to procure large block buys of Products for the Stores and the Joint Venture Stores for the [DESCRIBE] which purchases shall count against the [%] basket contemplated in the immediately preceding sentence. Because the intent of the parties is to work together to further reduce the cost of goods, for so long as this Agreement remains in effect, First Party's central procurement organization will be in a position to negotiate the price of Products for the total volume of the Stores and the Joint Venture Stores. Subject to the terms and conditions of this Agreement, Second Party will carry First Party private label brands as the exclusive private label brand in the Stores for Product categories covered by this Agreement, to the extent consistent with Store format. First Party shall maintain and operate in accordance with prudent business practices its central procurement organization for procurement under this Agreement and shall procure and pay for all Products acquired to meet the anticipated needs of Second Party for the Stores. Such needs shall be estimated based upon (a) historic and forecasted Product turn information and (b) advance estimates of promotional volumes, as provided by Second Party to First Party from time to time during the term of this Agreement. The procurement services to be provided hereunder shall include purchasing (and paying for) Products procured hereunder, and owning the inventory of Products. With respect to consignment Products, the procurement services hereunder shall include the right of First Party to transfer title thereto to Second Party. Future Procurement; Fuel Within [NUMBER] days after the Effective Date, the parties shall conduct good faith negotiations to expand the categories of Products covered by this Agreement to include [DESCRIBE] ("[SPECIFY BRAND NAME]"), and general merchandise ("GMD") described on Schedule 1.2A (collectively, the "Additional Products"). The parties shall also conduct good faith negotiations with respect to the potential expansion of the categories of Products covered by this Agreement to cover Store supplies within [NUMBER] days following the Effective Date. First Party shall cause its wholly owned subsidiary, [SPECIFY] ("[SPECIFY NAME]") to enter into a Supply Agreement for the sale of fuel and other services to Second Party owned or operated fuel centers in accordance with terms set forth on Schedule 1.2B and such other terms as are usual and customary for fuel supply agreements of this nature within [NUMBER] days after the Effective Date. First Party shall guarantee [SPECIFY]'s performance of its obligations under such Supply Agreement. If First Party fails to cause [SPECIFY] to enter into a Supply Agreement upon the terms set forth herein within the [NUMBER] day period following the Effective Date, then, at Second Party's option, the provisions of Schedule 1.2B shall constitute a binding agreement between Second Party and First Party, whereby First Party shall have all the rights, duties and obligations of [SPECIFY] pursuant to the terms of Schedule 1.2B; provided, however, that in addition to the foregoing, Second Party shall be entitled to be indemnified and held harmless by First Party on terms usual and customary for fuel supply agreements. (CONFIDENTIAL).- The parties acknowledge that the realization of such benefits may require, among other things, implementing programs for the purchase of Additional Products for Second Party and the Joint Venture Stores, the First Party Stores and independent contractors serviced by First Party (any such programs, an "Additional Program"). The parties agree that if First Party unreasonably refuses to implement any Additional Program proposed by Second Party, First Party shall not be entitled to any adjustment of the Logistics Fee under this Section 1.2.2. (CONFIDENTIAL) Product Pricing First Party, with input, participation and strategic direction from Second Party, will have primary responsibility for the negotiation with vendors of Products with respect to the costs therefore to meet the anticipated needs of Second Party based upon historic and forecasted turn movement and Second Party provided advance estimates of promotional volumes. Second Party will be given reasonable notice of all major program negotiations with any vendors and will be permitted to participate in such negotiations. If Second Party so elects, it may provide input and strategic direction whether or not it actually participates in such negotiations. No pricing arrangement with respect to any major program with vendors for Products procured exclusively for Second Party or the Joint Venture Stores shall apply to the procurement of Products hereunder unless Second Party expressly agrees thereto
