VENDOR/SUPPLIERS CONTRACT

This management agreement (“Agreement”) dated (“Effective Date”) between (“Waridi”) on the one hand, and (the “Vendor”) on the other, in connection with engaging Waridi as Vendor’s Waridi for the development and enhancement of Vendor’s products.

1. TERM. 

• A). This Agreement shall be in force and effective from the Effective Date through and any renewal thereafter (“the Term”), unless this Agreement is terminated before its normal expiration date and/or in accordance with the provisions hereof. 
• B). On the 31st day of the final month of the original term, or any subsequent terms, this Agreement will automatically renew for a period of one (1) year unless either party opts out by providing the other party with written notice on or before thirty (30) days prior to the expiration of the original term or any subsequent terms.

2. TERRITORY. Online global market

3. Waridi’S SERVICES.

• Vendors approve and permit for the purpose of trade, advertising and publicity, the use, dissemination, publication of all Vendor’ intellectual property and publicity rights, such as Vendor’ trademarks, copyrights, Vendor materials;
•  Engage, discharge and/or direct other firms, persons or corporations who may be retained for the purpose of securing engagements for Vendor
• Waridi is hereby irrevocably authorized and appointed as Vendor’ true and lawful agent and attorney-in-fact to do everything that such a party is lawfully empowered and authorized to do on behalf of a principal; provided that such power of attorney is limited to matters reasonably related to the Vendor’ career and activities in the Industry.

The authority herein granted to the Waridi is coupled with an interest of Vendor, in the Vendor talents of Vendor, in the products of said Vendor and talents and in the earnings of Vendor arising by reason of such products, and as such, shall be irrevocable during the Term.  

• Waridi shall collect and receive all Gross Income intended for Vendor and deposit or cash any and all cheques and/or other negotiable instruments of any nature and to deduct therefrom and retain any and all sums due to Waridi; compensate and pay out of such Gross Income and all sums due to any third parties who rendered services to or on behalf of the Vendor or who are otherwise contractually entitled to such compensation; and demand, sue for, collect and receive all goods, claims, money or other items that belong or may be due to the Vendor.
• Waridi shall use its best efforts to exercise fair and reasonable business judgment in circumstances. It is further understood and agreed by and between the Parties hereto that the obtaining of employment for Vendor by Waridi is not an obligation of Waridi under this Agreement, that Waridi is not an employment agent or theatrical agent, that Waridi has not offered or attempted or promised to obtain, seek or procure employment or engagements for Vendor and that Waridi is not obligated, authorized, licensed or expected to do so. Waridi may provide assistance in negotiating with other persons, firms or corporations for the purpose of obtaining engagements for Vendor . 

4. ACCOUNTING 

•  Waridi shall account to Vendor within (24) hours after the close of each sale period specifying all Gross Income received by Waridi on behalf of Vendor, describing the source thereof, and specifying all deductions and payments to third parties made therefrom, including, but not limited to, all expenses incurred and expended on behalf of Vendor, Waridi’s commissions and any loans or advances paid by Waridi to Vendor or on Vendor’ behalf either from Waridi’s funds or from Gross Income received by Waridi during such accounting period. Such accounting shall be accompanied by a payment to Vendor of the net sum shown to be due to Vendor for the applicable accounting period.

5. COMMISSION

• As compensation for Waridi’s services, Waridi shall receive as a commission a sum equal to fifteen( %) percent of Gross Income with respect to any and all engagements, contracts, and agreements contemplated hereunder, reasonably related to Vendor’s products in the Industry, entered into or negotiated during the Term, or any subsequent terms, directly or indirectly, and upon any and all modifications, extensions, renewals, and substitutions thereof and additions thereto, and upon any resumption of such engagements, contracts, and agreements which may have been discontinued during the Term and resumed thereafter. This shall also include any negotiated additions, extensions, modifications, renewals, or substitutions of existing agreements and Vendor hereby irrevocably assigned to Waridi such sum as and when received by Vendor or applied or received by anyone on Vendor’ behalf.
• If Vendor receive Gross Income directly, Vendor shall be deemed to hold in trust for Waridi that portion of such Gross Income that equals Waridi’s compensation hereunder and such disbursements incurred by Waridi on behalf of Vendor. Vendor shall account to Waridi within (24) hours after the close of sale period specifying the amount of Gross Income, if any, received by Vendor or by any other party on Vendor’ behalf, directly or indirectly.  

 6. WHITE LABEL AGREEMENT ( for non-kiosk product only)

• A White Label Agreement contract is entered between Waridi and the vendor this shall govern the manufacturer’s production process and also sets out the terms under which Waridi may brand the vendor’s products. But the White Label strategy is not limited to manufacturers and resellers. The vendor allows Waridi to extend to service provider and hire sub-contractors to help in providing services (but they operate under Waridi brand name), considered White Labelling.

 7. REPRESENTATIONS AND WARRANTIES

• Vendor warrants that they are under no disability, restriction, or prohibition with respect to his right to execute this Agreement and perform its terms and conditions. The vendor further warrants and represents that no act or omission by the Vendor hereunder will violate any right or liability to any person.  

 8 MISCELLANEOUS

The vendor acknowledges that he/she has had the opportunity to consult with counsel regarding this Agreement. Paragraph headings are for guidance only and shall not be of any effect in construing the contents of the respective paragraphs. As the context may require, terms used in the masculine gender include the feminine gender and neuter, and terms in the singular include the plural. This Agreement contains the entire understanding of the parties as to the subject matter hereof, and all prior Agreements as to such subject matter have been merged herein. If any provision of this Agreement is invalid, void or unenforceable, the remainder of this Agreement shall remain in full force and effect. This Agreement may not be altered in any way except by an instrument signed by the parties. This Agreement is not a partnership between or joint venture by the parties hereto and neither party is the agent of the other. This Agreement is not for the benefit of any third party, whether or not referred to herein. This Agreement may be signed in counterpart (and/or facsimile and/or PDF), each of which shall be deemed an original, but all of which together shall constitute the Agreement. 

All notices, accountings, and payments from either party must be in writing and delivered either personally, by certified email.