INNOVATIVE FOOD HOLDINGS, INC. VENDOR AGREEMENT
This Vendor Agreement (this “Agreement”) is effective as of the date set forth on the signature page hereto (the “Effective Date”) by and between Innovative Food, Inc. corporation (“Company”) and the entity identified on the signature page as the vendor (“Vendor”).
WHEREAS, the Company is a wholly-owned subsidiary of Innovative Food Holdings, Inc. (“Parent”).
WHEREAS, Parent’s business is conducted by its wholly-owned subsidiaries, including but not limited to: Artisan Specialty Foods, Food Innovations, Inc., Gourmet Foodservice Group, Inc., Gourmet Foodservice Warehouse, Inc., 4 The Gourmet, Inc. (d/b/a For The Gourmet, Inc.), Innovative Gourmet.
TERMS AND CONDITIONS
Subsidiary. Pursuant to this Agreement, the Vendor will sell products to the various Subsidiaries.
Payments to Vendor. Each Subsidiary shall make payments to Vendor for products shipped by Vendor to such Subsidiary (“Products”) in accordance with the agreed-upon payment schedule. Neither the Company, Parent nor any other Subsidiary shall be liable for any claims, whether in contract or tort, arising from any business conducted with a particular Subsidiary.
Compliance with Laws. When shipped by Vendor, all Products shall conform to all Vendor Product specifications and warranties, all applicable laws, rules, and regulations, and to all industry norms and be fit for the particular purpose for which they are sold.
Termination. The Term of this Agreement shall extend for two years from the date of the signing (the “Term”) and will renew annually for an additional 12 months (each such extension included in the definition of “Term”) unless either party notifies the other party in writing of its intent not to renew at least 30 days prior to the end of the then in effect Term of its intent not to renew.
Ownership of Data. (Drop Ship & Bill to Ship to Vendors): All customer information, including but not limited to the name, address, telephone number, email address, credit card information, and purchase history together will all other confidential information of IVFH (collectively “Confidential Information”) shall be the sole property of IVFH. Vendor may only use Confidential Information in conjunction with the performance of its obligations under this Agreement. Vendor agrees that it will use the Confidential Information only in connection with fulfilling its duties in the Relationship and not for any other purpose. The Confidential Information shall be held in confidence by Vendor and its partners, officers, employees, affiliates, agents, financial and legal advisors, and any other potential investor that agrees to be bound by the terms of this Agreement (collectively, the “Representatives”) and shall not be disclosed to any other person without the prior written consent of the Company. Notwithstanding the foregoing, Vendor may disclose Confidential Information to the extent that: (i) the information was already in the possession of the Vendor at the time of disclosure on a non-confidential basis; (ii) disclosure is required by law, regulation, or legal process or by request from any governmental agency or other regulatory authority (including any self-regulatory organization having or claiming to have jurisdiction); or (iii) the information is or becomes publicly available, other than as a result of a breach of this Agreement. Vendor agrees to direct its Representatives to treat any Confidential Information in accordance with the terms of this Agreement and shall only disclose Confidential Information to Representatives that agree in writing to be subject to this Agreement. Vendor shall be responsible for any breach of this Agreement by its Representatives.
Product Recall. In the event Products are subject to a recall, whether voluntary or imposed by the FDA or any other governmental authority, Vendor shall immediately notify the Company and Subsidiary to which the Product was sold in writing. Vendor is responsible for all costs IVFH incurs in a recall (including without limitation costs of Product disposal, shipping costs, any administrative fees and any fees, charges and expenses passed to IVFH by its customers) and for providing any required notices, information and documents to applicable authorities or that are otherwise necessary for carrying out the product recall. IVFH’s customers’ administration fees will be charged by each individual distribution center.
Insurance. Vendor warrants to the Company that it currently has in effect, and will continue in full force and effect, a policy of commercial general liability insurance with a company having an A.M. Best rating of “A-” or better, including coverage for contractual liability, product liability, personal injury and bodily injury, in an amount of not less than one million dollars ($1,000,000) per occurrence, and three million dollars ($3,000,000) aggregate. Vendor shall name the Company and all Subsidiaries with which it is selling Product as an additional insured under such policy. A copy of Vendor's Certificate of Insurance (COI) is required to complete vendor set-up and to conduct business with Company.
Indemnification. Vendor agrees to protect, defend, indemnify and hold harmless IVFH (which term includes their subsidiaries and its affiliates), from and against any and all claims directly or indirectly arising out of the Products sold to any Subsidiary. Vendor shall defend every such claim and shall pay all expenses and attorney’s fees which shall be incurred in connection with such defense, together with all costs, damages and profits recoverable from the claim. If Vendor fails to timely act to defend a claim, IVFH may defend itself at Vendor’s expense. If IVFH believes a conflict exists and the ability of Vendor’s counsel to represent IVFH is compromised, IVFH can defend itself at Vendor’s expense. Vendor shall not settle, compromise or dispose of any claim against IVFH without the written consent of the Company. Without limiting any of the foregoing, IVFH shall be entitled to recover from Vendor its lost profits, cost of cover and all incidental, special or consequential damages resulting from Vendor’s breach of this Agreement (including without limitation liquidated damages payable by IVFH to third parties).
Non-Circumvent. Applies only to vendors specific to: Food Innovation, Gourmet Foodservice Group Vendors, Artisan Specialty Foods. During the term of this Agreement and for a period of one year after termination of this Agreement, Vendor (and any of its officers, directors, 10% shareholders, or any immediate family members of such persons, collectively, the “Vendor and Affiliates”) shall not sell Vendor’s products to anyone who purchased Vendor’s products as a result of a direct or indirect introduction by IVFH (a “Customer”). Any circumvention through the sale of Vendor’s products to a Customer will, at a minimum, result in a brokerage fee of 10% of such improper sale by Vendor and is payable to Company within 5 business days of such improper sale.
Non-Solicit. During the Term of this Agreement and for a period of two years after the Term of this Agreement, Vendor and Affiliates may not solicit (or assist or encourage the solicitation of) any employee or former employee of IVFH to work for Vendor and Affiliates or for any entity in which Vendor and Affiliates, directly or indirectly, participates or engages (or expects to participate or engage) or has (or expects to have) a financial interest or management position.
Arbitration. Any and all controversies, claims or disputes arising out of or relating to this Agreement, or the breach thereof, shall be solely and exclusively settled by arbitration in accordance with the Commercial Arbitration Rules then in effect (the “Arbitration Rules”) of the American Arbitration Association (the “AAA”). The arbitration shall take place in the City of Naples in the State of Florida (or if the AAA does not have an office in Naples then the arbitration shall be held in the city closest to Naples in which the AAA has an office to conduct hearings), and the arbitrator shall be appointed by the mutual consent of the parties. If the parties are unable to agree upon the appointment of an arbitrator, then the arbitration shall take place in said AAA office before a panel of three arbitrators is selected in accordance with the Arbitration Rules. Provided, however, IVFH may seek injunctive relief in any court having personal jurisdiction over the Vendor to obtain preliminary injunctive relief prior to any arbitration on the merits of the claim. This Agreement will be governed by the substantive laws of the State of Florida, without regard to the conflicts of laws provisions thereof that would result in the application of the substantive law of any forum other than the State of Florida.
Notices. All notices which are required by or may be given pursuant to the terms of this Agreement must be in writing and must be delivered personally, sent by certified mail, return receipt requested, postage prepaid, facsimile (with written confirmation of transmission), email provided, that, notice is also sent via first class, postage prepaid, mail, or sent for next-day delivery by a nationally recognized overnight delivery service to the address for the Parties set forth in this Agreement.
Miscellaneous. Neither party may assign, transfer or delegate any of its rights or obligations under this Agreement or any purchase order (“PO”). This Agreement (including its appendices and attachment), together with the PO(s), shall be governed by and construed in accordance with, the laws of the State of Florida, without giving effect to principles of conflicts of law and with the same force and effect as if fully executed and performed therein. The Agreement represents the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties. The Agreement (and any PO) may be amended only by a written agreement executed by an authorized representative of each party. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof. The Parties hereto are independent contractors. There is no relationship of partnership, agency, employment, franchise or joint venture between the Parties. Neither party has the authority to bind to others or incur any obligation on its behalf. This Agreement (and any PO) may be executed in any number of counterparts, each of which will be deemed to be an original as against any party whose signature appears thereon, and all of which will together constitute one and the same instrument. A faxed or electronically transmitted signature will have the same legally binding effect as an original signature.
IN WITNESS WHEREOF
The parties hereto have executed this Vendor Agreement as of 07/15/2025.