Uncorked Bistro Business Plan

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3. SUPPLIER will fill promptly and to the best of its ability all orders for the Products received from DISTRIBUTOR. The price to DISTRIBUTOR shall be based on delivery to DISTRIBUTOR's location and shall include a mutually negotiated delivered price to said location. SUPPLIER and DISTRIBUTOR shall negotiate any price increases for the Products at least 90 prior to the effective date of any such increase. DISTRIBUTOR shall have the right to order one months supply of the Products at the current price prior to any increase. Payment in U. S. dollars shall be made by DISTRIBUTOR on the date of delivery to DISTRIBUTOR'S location.

4. DISTRIBUTOR and SUPPLIER shall agree on an annual basis as to the prices at which DISTRIBUTOR shall sell the Products to its customers. SUPPLIER will furnish to DISTRIBUTOR, any and all authorizations that may be required by any governmental authority in connection with the sale and distribution of the Products in the location, provided that SUPPLIER is responsible for obtaining or maintaining said authorizations.

5. The term of this Agreement shall be for a period of two years of commencing on May 1, 2016, and terminating on May 1, 2018, and shall thereafter continue in effect unless either party shall notify the other of its intention to terminate this Agreement by giving at least six months written notice prior to any specified termination date. Either party shall have the option to terminate this Agreement after three months of the notice period by paying to the other party a sum equal to one-half of the case volume of the previous calendar year multiplied by $25.00 per case. However, in the event of a breach of any of the terms and provisions of this Agreement, either party may terminate this Agreement by giving the other party 90 days written notice provided said notice shall set forth the breach being claimed within said 90-day period, the notice of termination shall be void and this Agreement shall continue in full and force and effect.

6. This Agreement shall not be assigned by either party hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

SUPPLIER DISTRIBUTOR

By:_______________________________ By:_________________________________

Title:______________________________ Title:_______________________________

(Rives, 2008)

Potential disagreement between partners could be over wages, control over the business if one wants more control, dissolution of the business if it is not performing well, staffing disagreements, workload, how the business is run, adding another partner, illegal business practices, selling alcohol to underage customers, and cost of running the business. There is no shortage of reasons for business partners to disagree regarding the business. Partners do not always agree on all matters, but disagreements will need to be settled as they arrive. Unsettled disagreements could potentially destroy the business.

In an effort to resolve disagreements or certain poor practices, the Articles of Incorporation would define what is and what is not allowed. For example, the articles could include a provision stating if one of the business partners is discovered conducting illegal business practices or arrested for the sale of alcohol to an underage person, they would terminate their position in the business and forfeit all monies to the business. The article could also include to provision of a dissolution of the partnership with the option for the remaining partner to assume control over the business.

Article VIII in the Articles of Incorporation for Krispy Kreme Doughnuts, INC. states the following:

No director of the corporation shall have personal liability arising out of an

action whether by or in the right of the corporation or otherwise for monetary

damages for breach of his or her duty as a director; provided, however, that the

foregoing shall not limit or eliminate the personal liability of a director with

respect to those acts, omissions, or transactions for which the personal

liability of a director may not be limited or eliminated as set forth in North

Carolina General Statute Section 55-2-02 as it is currently enacted or as it may

be amended, modified or rewritten from time to time in the future or as

otherwise set forth in the North Carolina General Statutes as they are currently

or as they may be enacted, modified or rewritten from time to time in the

future.

Furthermore, notwithstanding the foregoing provision, in the event that Section

55-2-02 or any other provision of the North Carolina General Statutes is

amended, modified or rewritten to permit further limitation or elimination of

the personal liability of the director, the personal liability of the

corporation's directors shall be limited or eliminated to the fullest extent

permitted by the applicable law.

This Article shall not affect a charter or bylaw provision or contract or

resolution of the corporation indemnifying or agreeing to indemnify a director

against personal liability. Any repeal or modification of this Article shall not

adversely affect any limitation hereunder on the personal liability of the director with respect to acts or omissions occurring prior to such repeal or modification. (Articles of Incorporation, 1999)

giving an example of a legally binding consequence toward the director should he/she breach their duties. This example is also written for the state of North Carolina. The information included in the articles of incorporation are created according to agreements between partners and specify consequences of certain actions as well as other important