THIS AGREEMENT is made on the day of 2017

BETWEEN

ABC LIMITED, a Company duly incorporated under the Laws of the Federal Republic of
Nigeria, whose registered address 5, Gabon Street, Ilupeju, Lagos, Nigeria on behalf of itself,
assigns, successors-in-title, direct and indirect subsidiaries and other affiliates hereunder
(hereinafter referred to as ‘The Supplier’) of the one part;

AND

DEP LIMITED, a Company duly incorporated under the Laws of the Federal Republic of
Nigeria, with its Office located at 13, Togo Street, Obalende, Lagos on behalf of itself,
assigns, successors-in-title, direct and indirect subsidiaries and other affiliates hereunder
(hereinafter referred to as ‘The Buyer’) of the other part.

Whereas, the Buyer is a Franchisee of ABC LLC (hereinafter referred to as ALLC’) having
its principal place of business at 40, Donald Road, Texas, United States.

And whereas, there is a Confidentiality and Restraint Undertaking between ALLC’ and
Venus Processing and Packaging Limited

And whereas, DEP Limited has the authority of ‘DPIL’ to execute the Confidentiality and
Restraint Undertaking on behalf of ‘DPIL’.

And whereas, there is an Indemnity and Insurance Agreement to be executed by all approved
Suppliers of ‘ALLC’ and its Franchisees.

And whereas, the Indemnity and Insurance Agreement is contained in Schedule 3 to this
Agreement.

And whereas, subject to the terms, conditions, commitments and undertakings herein
provided, the Supplier is willing to manufacture and sell the Product (as the same may have
inclusions from time to time subject to Agreement by both Parties) to the Buyer, and the
Buyer desires to purchase the Product from the Supplier, in such available quantities as the
Buyer shall request, as provided in this Agreement.

Whereas, the Supplier and the Buyer have both express authority of the Company through
the accredited representatives of the Company to sign and execute this Agreement.

Now, therefore, in consideration of the mutual covenants and agreements herein contained,
and for other good and valuable consideration, the Parties, intending to be legally bound,
agree as follows:

1. INTERPRETATION AND DEFINITIONS

The following terms shall have the following meanings:

1|SUPPLY AGREEMENT ABC & DEP.

1.1 Interpretation: The Article, Section and Schedule headings used in this Agreement
are not a part of this Agreement; they are included for convenience of reference only
and shall not be used to define, interpret or limit in any way the provisions of this
Agreement.

1.2 ‘Agreement’ means this Agreement and any document included by reference, as each
may be amended from time to time in accordance with the terms of this Agreement;

1.3 ‘Commencement date’ means the date set out at the head of the Agreement.

1.4 ‘Complying Party’ means the Party that has complied with and observed the terms of
this Agreement.

1.5 ‘Customer’ means any person who purchases Products from the Supplier.

1.6 ‘Defaulting Party’ means the Party that has failed to comply with and observe the
terms of this Agreement.

1.7 ‘Delivery’ means the collection of the Product by the Buyer and/or upon agreement
by both Parties, shall mean the delivery of the required Products to the Buyer.

1.8 ‘Delivery Point’ means the Supplier’s address at 5, Gabon Street, Ilupeju, Lagos
State.

1.9 ‘Exclusive’ means the rights of the Supplier to market, distribute and sell the Products
to any Customer.

1.10 ‘Expiry Date’ means a period of two [2] years from the Commencement
Date.

1.11 ‘Intellectual Property’ means all or any of the following: Trademark, Trade
Name, Patents, Know-How, Trade Secrets, Copyright, Designs or any other
registrable intellectual property right.

1.12 ‘Parties’ means the Parties to this Agreement, i.e. Supplier and Buyer;

1.13 ‘Product’ means the Yam Fries coated with Chili Pepper Sauce produced by
the Supplier.

1.14 ‘Purchase Price’ means the purchase price of the Products as determined by
the Supplier from time to time.

1.15 ‘Schedule’ means any document referred to as Schedule in the Agreement and
forms part of this Agreement.

1.16 ‘Term’ means the period starting on the Commencement Date and ending on
the Expiry Date unless earlier determined as provided in the Agreement by either of
the Parties upon issuance of the relevant Notice.

2|SUPPLY AGREEMENT ABC & DEP.

1.17 ‘Territory’ means Nigeria and/or any other location subsequently agreed in
writing by both Parties.

1.18 ‘Trade Secrets’ means information, including a formula, program, device,

method, technique, process or other Confidential Information that derives independent
economic value, actual or potential, from not being generally known to the public or
to other Persons who can obtain economic value from its disclosure or use and is the
subject of efforts that are reasonable, under the circumstances, to maintain its secrecy.

2. SUPPLY OF PRODUCTS

2.1 During the term of this Agreement and any extension thereof, the Supplier shall sell
and supply the Product to the Buyer and the Buyer shall buy from the Supplier such
Product on a non-exclusive basis.
2.2 All Products to be sold to the Buyer pursuant to this Agreement shall be manufactured
by the Supplier.
2.3 The Supplier may accommodate changes, if it considers this appropriate and in its
best interests, in the size of the Product, providing such sizes are available or can be
produced by the Supplier.
2.4 The Buyer shall notify the Supplier in writing within ninety [90] days of any requests
for changes in size and the Supplier shall be at liberty to honour such changes if it so
desires and the estimated price, costs and expenses that the Buyer will be required to
pay for the requested changes in size shall be agreed by both Parties by way of a
Schedule to this Agreement.
2.5 The Supplier shall be obligated to manufacture and sell the Products to the Buyer, in
accordance with the Buyer’s Final Orders, to the extent of the Supplier’s then existing
manufacturing capacity, taking into account the Supplier’s Other Manufacturing
Obligations.

3. New Product: If the Supplier and the Buyer agree in writing that any new products
shall be supplied by the Supplier to the Buyer and the Agreement is documented in a
Schedule to this Agreement, such Schedule shall be binding on both Parties and
constitute part of this Agreement.

4. PACKING

4.1 The Supplier shall, at its expense, pack Products in accordance with the agreed
packing procedure as agreed with the Buyer.
4.2 Where applicable, the Supplier shall state that the Product was exclusively packaged
for the Buyer or state the name of the Buyer on the package.

5. DELIVERY OF PRODUCTS

5.1 Delivery of Products sold to the Buyer shall be complete when collected by the Buyer
from the Supplier.
5.2 Title and all risk of loss or damage to the Products shall pass from the Supplier to the
Buyer when the Product is collected by the Buyer.
5.3 The Buyer is required to make arrangements for the collection of the Product at the
Supplier’s address stated above.

3|SUPPLY AGREEMENT ABC & DEP.

5.4 The Supplier may deliver Products to the Buyer only upon the written request and
agreement by both Parties and delivery is complete when delivered to the Buyer’s
specified address.
5.5 A Certificate of Analysis for each batch supplied will accompany the Supplier’s
Products and the Buyer shall upon the delivery and inspection of the Products, hand
over to the Supplier a written acknowledgement of the consignment

6. PROTECTION AND MAINTENANCE OF INTELLECTUAL PROPERTY

6.1 Both Parties may use the other Parties’ trademarks, trade names, logos or any other
symbols for packaging purposes only and for the attention of identifying the Products
within the scope of this Agreement.
6.2 The Buyer confirms that its Intellectual Property rights i.e. trademarks, trade names,
logos or any other symbols have been duly registered and in the event that the Buyer’s
Intellectual Property rights have not been registered, the Buyer indemnifies the
Supplier against any claims which may arise as a consequence of the failure to
register.
6.3 The Supplier’s right to use the Buyer’s trademarks, trade names or symbols, as
provided above, shall cease immediately upon the expiration or termination, for any
reason, of this Agreement. This does not preclude the Supplier’s right to sell the
Products to the Buyer in stock at the date of expiration of the contract which bears the
Buyer’s trademarks.
6.4 Both Parties acknowledge that this Agreement does not grant either of the Parties any
right to use any of either Parties’ trademarks, trade names, service marks, trade secret,
or any form of intellectual property outside of this Agreement, and both Parties
specifically disclaim any interest whatsoever in or to any such trademark, trade name,
service mark, logo, trade secret, intellectual property and other proprietary rights or
information of both Parties.
6.5 Upon expiration, termination or breach of this Agreement, both Parties shall return
and desist from using and displaying in any form in respect of the supply agreement,
the trademarks, trade names, service marks, logos and all forms of Intellectual
Property to the other party, as the case may be.

7. ORDERS AND DELIVERY

7.1 The Buyer will provide the Supplier on the the thirtieth [30th] day following the end of
each calendar month during the continuance of this Agreement, a forecast for the
following month in weekly time buckets of the Buyer’s requirements for the Products.
7.2 An Order shall be made by the Buyer sending a Purchase Order by Electronic Copy
and Hard copy to the Supplier, with all relevant information on the order which shall
include the quantity of products to be supplied, delivery date, and cost of products
amongst other things.
7.3 An Order shall be deemed complete and constitute a contract after acknowledgement
of receipt of the Order by the Supplier and by issuance of an Invoice by the Supplier
to the Buyer or hard copy directed to the Buyer’s contact person.
7.4 Each Order and evidence of payment shall constitute a Schedule to this Agreement.
7.5 Orders shall be made at least three [3] weeks before the expected date of delivery. The
date for delivery shall be as specified in the Order. The Supplier shall forthwith give
notice to the Buyer of any likely delay in delivery of which it becomes aware and

4|SUPPLY AGREEMENT ABC & DEP.

 shall provide the Buyer with prompt and reasonable notice of the re-scheduled
delivery date.
7.6 The Buyer may not cancel an Order once there is an acknowledgement of receipt of
Order by the Supplier. All cancellations shall be in writing, or if not initially in
writing, shall be confirmed in writing within two [2] hours of verbal cancellations,
provided there has been no acknowledgement of receipt of Order by the Supplier.
7.7 Orders shall be packed in one [1] kilogram packaging. This is subject to change as
agreed by both Parties.

8. PRICE

8.1 The Price of the Product and quantity shall be as set out in the Invoice by the Supplier
to the Buyer and in accordance with the provisions of Schedule 1 to this Agreement.
8.2 Changes in Price will be accommodated by the Buyer in the event of seasonal changes
and fluctuations in the cost of raw materials and other materials incidental to the
production of the Products, but both Parties shall agree on any such changes in the
Invoiced Price.
8.3 The Price of the Product invoiced is ex-factory price, and such price excludes delivery
costs.

9. PAYMENT

9.1 The Buyer shall promptly pay to the Supplier, the Price for the Products ordered after
receiving the Product, however, invoicing will be made fortnightly and payment must
be made within seven [7] days of receipt of the Invoice.
9.2 Any disputed Invoice shall be settled within three [3] days of the claim of the disputed
Invoice, and payment shall be made as stated in Clause 9.1 above.
9.3 Payment shall be made by electronic transfer of funds to the Supplier’s Bank
Account, and evidenced by sending a hard copy and electronic copy of the Buyer’s
Purchase Order, Supplier’s Invoice, and Bank Teller. Evidence of transfer and
payment will be deemed complete after confirmation from the Bank of receipt of
funds by the Supplier.
9.4 In the event that the Supplier supplies Products to the Company on credit, the
Company agrees not to exceed the maximum credit payment period of thirty [30]
Business days.
9.5 All payments should be in Nigerian Naira.

10. WARRANTY, LIMITATION AND PRODUCT LIABILITY

10.1 The Supplier warrants that the Product shall be of merchantable quality and be
safe, of good quality and free from any defect in manufacturing.
10.2 The Supplier shall secure all necessary permits, approvals from all applicable
Governmental Authorities necessary for the production, processing, packaging and
distribution of its Products.
10.3 The Buyer shall inspect the received Products within twenty-four [24] hours of
receipt of the delivery and shall inform the Supplier within a further period of twenty
four [24] hours of any apparent defect. In the event that the Buyer does not
communicate any defect of the Product to the Supplier within forty-eight [48] hours,
it shall be deemed that the Buyer has released the Supplier from all claims, actions,
losses, liabilities, damages or any action which may result in the defect.

5|SUPPLY AGREEMENT ABC & DEP.

10.4 If the Products are defective and are therefore not of merchantable quality
(‘defective products’), the Supplier shall, at the option of the Buyer:

10.4.1. Replace the defective Products with merchantable Products as soon as

possible without any additional cost to the Buyer, or
10.4.2. Repair the Products without any additional cost to the Buyer, or
10.4.3. Reimburse the Buyer any Price paid for the Defective Products.

11. NON-EXCLUSIVITY

11.1 The Product shall be non-exclusive to the Buyer. The Supplier shall at any
time during and after the duration of this Supply Agreement, as of right, supply the
‘Product’ to other Quick Service Restaurants and prospective Customers.
11.2 The Buyer acknowledges that the Supplier has the right to work with other
Customers on the manufacturing, sale and supply of the Product and any similar and
new product. The Supplier can manufacture, sell and supply the Product, similar
Products or new Products to other Customers without incurring any obligation to the
Buyer, notwithstanding any other provision of this Agreement.

12. TERM

12.1 This Agreement shall commence on the day of 2017 and

continue for a period of two [2] years unless terminated sooner by either Party under
Clauses 13.
12.2 If both Parties are satisfied with the performance of the Agreement, it may be
renewed for another two [2] years, but there is no obligation on either Party to renew
this Agreement.
12.3 The Supplier will give a written notice in writing of interest to the Company
not less than three [3] calendar months before the expiration of the Term hereby
granted, and the Company will inform the Supplier in writing within thirty [30] days
of receipt of the renewal request of its willingness to renew or renegotiate the
Contract and the terms and conditions thereof.

13. TERMINATION

13.1 Either Party may terminate this Agreement at any time subject to giving at
least thirty [30] days’ prior written notice of such termination to the other Party.
13.2 Neither Party hereto shall give a Notice of Termination of the Contract Period
pursuant to this Section without first seeking an opportunity of discussing the matter
with the other Party hereto with a view to establishing whether an alternative course
acceptable to both Parties can be found.

14. FORCE MAJEURE

14.1 In this Section ‘Force Majeure’ shall mean any event beyond the reasonable
control of either Party, and which is unavoidable notwithstanding the reasonable care
of the Party affected, and shall include but not be limited to war, insurrection, riot,
civil unrest, sabotage, boycott, embargo, explosion, fire, earthquake., flood,
unavoidable accident, epidemic, action or inaction of any governmental official or

6|SUPPLY AGREEMENT ABC & DEP.

 agency (civil or military) and refusal of any licenses or permits, if properly applied
for.
14.2 If either Party is prevented from or delayed in performing any of its
obligations under this Agreement by an event of Force Majeure, then it shall notify
the other in writing of the occurrence of such event and the circumstances thereof
within fourteen [14] days after the occurrence of such event.
14.3 The Party who has given such notice shall be excused from the performance or
punctual performance of its obligations under this Agreement for so long as the
relevant event of Force Majeure continues and to the extent that such Party’s
performance is prevented or delayed. The occurrence of any event of Force Majeure
affecting either Party shall not give rise to any claim for damages or additional costs
and expenses suffered or incurred by the reason of Force Majeure.
14.4 If the performance of the work by either Party is substantially prevented or is
delayed for an aggregate period of more than sixty [60] days on account of one or
more events of Force Majeure during the currency of this Agreement, either Party
may terminate this Agreement by giving a written notice to either Party, as the case
may be.

15. NO WAIVER

15.1 No failure or delay to exercise any power, right or remedy by either Party
operate as a waiver of that right, power or remedy and no single or partial exercise by
either Party of any right, power or remedy shall preclude its further exercise or the
exercise of any other right, power or remedy.

16. ASSIGNMENT

16.1 Except as otherwise specifically provided herein, neither Party may assign this
Agreement or any of its rights, interests or obligations hereunder without the prior
written consent of the other Party, and such consent will not be unreasonably
withheld by the Party whom the consent is being sought from.

17. GOVERNING LAW

17.1 This Agreement shall be governed by the Laws of the Federal Republic of
Nigeria.

18. DISPUTE RESOLUTION

18.1 If any dispute whatsoever shall arise between the Parties in connection with or
arising out of this Agreement, the Parties shall first seek to resolve the matter
between themselves within a period of Fourteen [14] days. Both Parties shall
nominate appropriate Officers or representatives who will be responsible for seeking
a resolution to the dispute.
18.2 In the event that efforts made by the appropriate persons fail in respect of any
dispute, which may arise between the Parties in connection with or arising out of the
Agreement, either Party shall give a written notice to the other within a period of
Fourteen [14] days and such dispute shall be referred to Arbitration by a single
arbitrator who shall finally determine all disputes or claims arising out of, or in
connection with or in relation to this Agreement.

7|SUPPLY AGREEMENT ABC & DEP.

18.3 Where the Parties are unable to agree on a single arbitrator, either Party shall
apply to the President of the Chartered Institute of Arbitrators (UK), Nigeria Branch
to appoint an Arbitrator for the Parties in accordance with the Arbitration and
Conciliation Act CAP. A18, Laws of the Federal Republic of Nigeria 2004 or any
Arbitration Act in force at the relevant time. The place of Arbitration shall be in
Lagos. The Parties shall jointly bear the cost of the Arbitration.
18.4 The Arbitral Tribunal shall have full power and authority to take any interim
measures, injunctions etc. following pertinent request by the allegedly injured Party
or in order to prevent injuries or irreversible situations.
18.5 The decision of the Arbitrator shall be final and binding.

19. CONFIDENTIAL INFORMATION

19.1 Each Party shall consider all information disclosed by the other pursuant to
this Agreement to be confidential (‘Confidential Information’), and shall treat all
such Confidential Information with the highest possible standard of confidentiality,
and shall not disclose any such Confidential Information to any third party without
the prior written consent of the other Party hereto.
19.2 Notwithstanding Clause 19.1 above, the following shall not constitute
Confidential Information under this Agreement:

19.2.1. Information already in the public domain.

19.2.2. Information acquired by the Receiving Party from a third Party who is not
under any obligations of confidentiality to the Disclosing Party in respect
thereof;
19.2.3. Information required to be disclosed by law or order of any court of
competent jurisdiction with whose instructions you have to comply, provided
that before taking any such action or making any such disclosure, the
Receiving Party will give notice in writing to the Disclosing Party of the
reasons for and nature of such action or disclosure, and in good faith, do all
such things as the Disclosing Party may reasonably request in connection
therewith;
19.2.4. Information which is lawfully in the possession of the Receiving Party at the
time of disclosure;
19.2.5. Information which is developed by the Receiving Party as a result of its own
efforts, without knowledge of the information received from the Disclosing
Party;

19.3 Neither Party shall disclose that it is working with the other Party hereto, or
the existence, or any terms, of this Agreement to any third Party (other than third
Party manufacturers/Producers, outside Auditors and Legal Counsel, to the extent
that the Disclosing Party elects to so disclose such Information) without the prior
written consent of the other Party hereto.
19.4 Each Party agrees to bind any third Party engaged in any aspect of this Supply;
manufacture/production of the Product to the terms and conditions of this Clause 19.
19.5 Each Party agrees that Confidential Information shall be shared only with
those of its Employees, as necessary for the development and/or
manufacture/production, sale and supply of the Product or otherwise for the
performance of its obligations under this Agreement.

8|SUPPLY AGREEMENT ABC & DEP.

20. COUNTERPARTS

20.1 This Agreement may be executed simultaneously in any number of

counterparts, each of which shall be deemed to be an original, but all of which taken
together, shall constitute one and the same Instrument.

21. INDEMNITY

21.1 The Parties shall respectively indemnify and keep indemnified each other from
and against any loss, damage or liability suffered from a breach of this Agreement
including any act, neglect or default of either Party, its Employees or Customers.

22. RESERVATIONS

22.1 Without Prejudice to the other provisions of this Agreement, the Supplier
reserves the right:

22.1.1. To decline or accept any order received from the Buyer.

22.1.2. To vary the price of the Products providing the Supplier shall give a written
notice to the Buyer of any price change at least one [1] month prior to the
effective date of change. The price in effect as of the date of the Buyer’s
receipt of notice of such price shall remain applicable to all orders received by
Supplier prior to that effective date.
22.1.3. To vary the packaging of the Products as shall be required by any applicable
law, policy or regulation.
22.1.4. Notwithstanding that risk in the Products shall pass to the Buyer upon
delivery, full legal and equitable title in the Products supplied shall remain in
the Supplier and shall not pass to the Buyer until the Supplier has received
payment in full of all amounts due and owing in respect of all such Products.
However, due to the perishable nature of the Product, payment for accepted
delivered Products must be paid for within the stipulated time.

23. GENERAL

23.1 The Buyer agrees that it has not relied upon any representations of the
Supplier as to the prospective performance of the goods, but has relied upon its own
inspection of the Product.
23.2 The rights and remedies of the Parties provided in this Agreement are
cumulative and not exclusive of any rights or remedies provided by Law.
23.3 Each of the provisions of this Agreement is severable and distinct from the
others and, if at any time one or more of these provisions is or becomes invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired.
23.4 Nothing contained in this Agreement shall be deemed to create any
partnership or joint venture relationship between the Parties.
23.5 For the purpose of this Agreement, the Parties are independent contractors and
there is no employment or agency relationship for any purpose and neither Party shall

9|SUPPLY AGREEMENT ABC & DEP.

 have the right or authority (except as expressly provided in this Agreement) to incur,
assume or create in writing or otherwise, any warranty over either Party’s
Employees, all of whom are entirely under the control of either Party, who shall be
responsible for their acts and omissions, or have the authority to exercise any rights
over the property, intellectual property and/or property of either Company.
23.6 No amendment or variation to this Agreement shall be effectual or binding on
the Parties hereto unless it is in writing and duly executed by or on behalf of the
Parties hereto.
23.7 All payments due to be made by the Buyer to the Supplier hereunder and all
costs, charges, expenses or remuneration shall be deemed to be exclusive of any
value added tax, chargeable in respect of the Product unless otherwise expressly
stated.
23.8 The obligations of the Parties under this Supply Agreement shall not be
affected by any act, omission, matter or things which, might operate to release or
otherwise exonerate the Parties from its obligations under this Agreement in whole or
in party, including, whether or not known to either Party.

24. NOTICES

24.1 All Notices required to be given in connection with this Agreement shall be in
writing, either delivered by hand or pre-paid (first class, if inland, first class airmail,
if overseas), sent by fax or electronic mail, or such notices may be communicated by
telephone, (subject to a written confirmation of the telephone notice within twenty-
four (24) hours of being given). All Notices shall be effective when received at the
addresses specified for service by the relevant party as follows:

For the Supplier:

Mr. Tobi White

ABC Ltd.
5, Gabon Street, Ilupeju, Lagos State
Telephone No.:
Email Address:

For The Buyer:

Name

DEP Limited
13, Togo Street, Obalende, Lagos State.
Lagos State.
Telephone No.:
Email Address:

or to such address or email address as shall have been notified (in accordance with
this Clause) to the other Parties hereto and any notice or demand sent by post as
aforesaid shall be deemed to have been given, made or served seven (7) days after
dispatch and any notice or demand sent by facsimile transmission shall be deemed to
have been given, made or served at the time of dispatch provided that in the case of a

10 | S U P P L Y A G R E E M E N T A B C & D E P .
 notice or demand given by facsimile transmission, a confirmation of transmission is
received by the sending party and such notice or demand shall forthwith be
confirmed by post. The failure of the addressee to receive such confirmation shall not
invalidate the relevant notice or demand given by facsimile transmission.

25. This Agreement contains the entire understanding of the Parties and there are no
commitments, agreements, or understandings between the Parties other than those
expressly set forth herein.

IN WITNESS WHEREOF the Parties have executed this Agreement in the manner hereafter
appearing the day and year first above written.

THE COMMON SEAL OF ABC LIMITED (‘SUPPLIER’) IS HEREUNTO AFFIXED IN

THE PRESENCE OF:

__________________ ____________________
DIRECTOR DIRECTOR/SECRETARY

THE COMMON SEAL OF DEP LIMITED (‘COMPANY’) IS HEREUNTO AFFIXED IN

THE PRESENCE OF:

_________________ ____________________
DIRECTOR DIRECTOR/SECRETARY

11 | S U P P L Y A G R E E M E N T A B C & D E P .
 SCHEDULE 1

SELLING PRICE, TERMS AND CONDITIONS

12 | S U P P L Y A G R E E M E N T A B C & D E P .
 SCHEDULE 2

CONFIDENTIALITY AGREEMENT OF
OUTSIDE SUPPLIERS OF SERVICES AND PRODUCTS

13 | S U P P L Y A G R E E M E N T A B C & D E P .
 SCHEDULE 3

INSURANCE AND INDEMNITY AGREEMENT

14 | S U P P L Y A G R E E M E N T A B C & D E P .