1. TERM OF AGREEMENT

This Agreement is made and is effective when accepted and will continue for one year, unless terminated by either party under the terms of this Agreement.  This Agreement may also be extended through mutual consent of both parties for a period of time mutually agreed upon by both parties to this Agreement and in accordance with this Agreement.

1. PRODUCTS AND AUTHORIZED LOCATIONS
2. Wholesaler is authorized to sell ONLY the Good Fat Products in Addendum A to this Agreement and at the prices provided in Addendum A to this Agreement.  This Addendum may be modified by the Good Fat Company at any time and shall provide a minimum of thirty (30) days notice to Wholesaler.
3. Wholesaler is authorized to sell Good Fat Company Products at the locations provided on their website and retail location and Only at those locations.  Authorized locations may be added to this Addendum at any time by mutual consent of both parties to this Agreement.  Locations may be removed from the Addendum by either party providing thirty (30) days notice.

III.                WHOLESALE DISTRIBUTOR RESPONSIBILITIES

1. Wholesaler Agrees that, as a Wholesale Distributor, it is an independent contractor, and is not an employee, partner, legal representative or franchisee of Good Company, LLC and in this role, shall:
2. Aggressively market and sell Good Fat Company products in accordance with the product and price schedule as provided.
3. Utilize all logos, promotional pieces and advertisements provided by Good Fat Company and obtain the prior approval of Good Fat Company to use promotional pieces and advertisements not provided by Good Fat Company.
4. Maintain its inventory of Good Fat Company products in a clean space that provides a minimum temperature of 80 degrees Fahrenheit.
5. Mediate and resolve any customer issues while notifying Good Fat Company of customer issues.
6. Make payments in accordance with the terms of sale included in Paragraph IV of this Agreement.
7. Wholesaler shall not:
8. Misrepresent Good Fat Company Products as to contents, health benefits or in any other way through any medium.
9. Sell Good Fat Company Products on any marketplaces including Amazon.
10. To receive wholesale pricing, execute the appropriate state sales tax exemption certificate.
11. GOOD FAT COMPANY, LLC RESPONSIBILITIES
12. Good Fat Company, LLC shall:
13. Provide Wholesaler with Good Fat Company Products at the quality provided in Good Fat Company’s promotions and that meet FDA requirements.
14. Based on inventories and production capabilities, provide Wholesaler with a quantity of Good Fat Company Products that meets Wholesaler’s market needs.
15. Provide support to Wholesaler on customer issues regarding Good Fat Company Products.
16.       TERMS OF SALE
17. Pricing of Good Fat Company Products is provided in Attachment A to this Agreement.
18. Good Fat Company will ship its products FOB Brighton, MI 48116.
19. Payment from wholesaler is due at time of order.
20. LIABILITY

Wholesale Distributor hereby agrees that Good Fat Bat, LLC, its parent or affiliated companies, directors, officers, shareholders, employees, assigns and agents (collectively referred to as “affiliates”), shall be not liable for any and all claims or cause of action relating to this Agreement.  Wholesale Distributor further releases Good Fat Company, LLC and its “affiliates” from any liability arising from or relating to: (a) any breach of this Agreement by Wholesale Distributor and (b) the promotion or operation of a business representing Good Fat Company Products by Wholesale Distributor and any activities related to it.

1. GOVERNING BODY OF LAW

This Agreement shall be governed by the laws of the State of Michigan.