Mobile Mobile Orlando Inc. Merchandise Agreement
THIS VENDOR MERCHANDISE AGREEMENT (“Agreement”) is made as of the date indicated below by and between Mobile Mobile Orlando Inc., a Florida Corporation, with its principal office located at 2477 S. Orange Blossom Trail, Orlando FL 32805, and referred to herein as Mobile Mobile Orlando Inc. and Vendor set forth on the signature page hereof.
Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
I. Scope of Agreement. The purpose of this Agreement is to provide vendors with the opportunity to sell electronic products (“products”) to Mobile Mobile Orlando Inc.. This Agreement supplements any other agreements governing the buying and selling of products between Mobile Mobile Orlando Inc. and Vendor, including any vendor buying agreements and/or purchase orders.
II. For purposes of this Agreement, Electronic sales means sales of any electronic products by Vendor to Mobile Mobile Orlando Inc.’s in person, via mail, via any on-line system or computer network or via phone.
III. Term. The Term of this Agreement begins on the Effective Date and continues until either: (i) Mobile Mobile Orlando Inc. or Vendor terminates this Agreement upon thirty (30) days written notice to the other; or (ii) Vendor ceases selling products to Mobile Mobile Orlando Inc.. If terminated by either Party, the Agreement will continue to govern the sale of Vendor products purchased for sale by Mobile Mobile Orlando Inc. prior to termination until such products are sold, returned, or removed from inventory so that no inventory of such products remains.
IV. Representations and Warranties.Vendor represents and warrants that:
- It has the power to authorize the sale and/or display of its products in Mobile Mobile Orlando Inc. stores on-line or in person and as part of Vendor’s business;
- All product information, data, and/or intellectual property provided by Vendor to Mobile Mobile complies with all applicable laws;
- Vendor has 100% possessory interest and the legal right to sell said products to Mobile Mobile Orlando Inc.
- All claims of legal right to sell by Vendor have been substantiated; and have been cleared for the uses contemplated hereunder;
- It has secured any and all clearances, permissions, approvals, authorizations, rights and licenses necessary for the use, display and sale of all Vendor product provided to Mobile Mobile as part of its business.
- Complies with all the applicable laws relevant to the products to be sold on Mobile Mobile Orlando Inc.’s platform and store.
V. Indemnification. VENDOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS MOBILE MOBILE ORLANDO INC. FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, LOSSES, CIVIL PENALTIES, LIABILITIES, DAMAGES, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEY’S FEES AND COURT COSTS, ARISING OUT OF OR RELATED TO ANY:
- ALLEGED DEFECT IN OR INJURY FROM VENDOR’S PRODUCTS;
- ALLEGED FAILURE OF VENDOR OR VENDOR’S PRODUCTS TO COMPLY WITH THIS AGREEMENT OR ANY LAWS, REGULATIONS, WARRANTIES, GUARANTEES, OR REPRESENTATIONS OF VENDOR;
- NEGLIGENT OR GROSSLY NEGLIGENT ACTION, INACTION, OMISSION OR INTENTIONAL MISCONDUCT OF VENDOR; AND/OR
- USE OF OR INFRINGEMENT UPON ANY INTELLECTUAL PROPERTY RIGHT OF VENDOR.
VI. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.
VII. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.
VIII. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Florida.
IX. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.
X. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party’s attorney fees.
XI. Mandatory Arbitration. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.
XII. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.
XIII. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.
XIV. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.
XV. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.
XVI. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.