11 months ago

Lavazza Harlan's Complete

Enforcement of Rights:

Enforcement of Rights: Customer acknowledges Lavazza’s (and its distributors’ and agents’) right to enter upon the Approved Locations at any reasonable time during regular business hours, and without prior notice, in order to inspect the Equipment, to confirm compliance with this Agreement, and to enforce their rights, including the right to repossess the Equipment, under this Agreement and any other agreement with such distributors. Customer shall be liable for all costs, including reasonable attorney’s fees, arising from, or in connection with, the enforcement of rights and the collection of amounts due hereunder or under any agreement with Lavazza distributors. Term and Termination: (a) The Term of this Agreement shall be from the Effective Date through (3 years) ___________________ (b) This Agreement may be terminated: (i) immediately by Lavazza in the event of Customer’s breach of this Agreement or any other agreement with Lavazza or its authorized distributors, including, but not limited to, any failure to pay in accordance with purchase terms; or (ii) by either party on 60 days prior written notice. (c) Upon termination Lavazza shall have the right to remove the Equipment, without recourse or legal proceedings. In the event that this Agreement is terminated under (b)(i) above or by Customer under (b)(ii), at Lavazza’s election, Customer shall purchase the Equipment at the following prices: termination during Year One of the Term at 100% of Equipment value; during Year Two of the Term at 95% of Equipment value; and during Year Three of the Term at 90% of Equipment value. Lavazza Trademarks – During the Term of this Agreement, Lavazza hereby grants to the Customer a limited non-exclusive right to use the Lavazza Trademarks (LAVAZZA® and BLUE® and such logos, distinctive symbols, tradenames and slogans as may be authorized by Lavazza) solely in connection with the use of the equipment at the locations. Any marketing or other materials bearing the Trademarks shall be subject to the prior written approval of Lavazza. Upon termination of this Agreement for any reason, Customer shall immediately cease use of all such Trademarks and return or destroy all such marketing and other materials. Miscellaneous: The failure of either party to enforce or to exercise any of its rights hereunder in any particular instance shall not be construed as a waiver of such rights or as consent to any continuing or subsequent failure or breach by the other party. All notices or any other communications provided for herein shall be given in writing by overnight courier, by fax or by certified mail, return receipt requested, and shall be deemed received and effective when received if sent by courier or by fax, or five (5) calendar days after being mailed, if sent by certified mail. This Agreement is the sole agreement between the parties regarding the subject matter hereof and supersedes all prior agreements or understanding of every kind. This Agreement shall be subject to New York law. The parties consent to the exclusive jurisdiction of the state and federal courts in New York County for the resolution of any disputes hereunder. IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the Effective Date. Customer: By: Name: Title: Date: Lavazza Premium Coffees Corp. By: Name: Daniel Richter Title: Head of AFH Sales, Canada Date: PHDATA 5778189_2

EXHIBIT A LOCATION AND EQUIPMENT LISTING Equipment Serial Number Cost Customer: By: Name: Title: Date: Lavazza Premium Coffees Corp. By: Name: Daniel Richter Title: Head of AFH Sales, Canada Date: PHDATA 5778189_2

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