LISTING AGREEMENT TO PROCURE CUSTOMERS
This Listing Agreement to Procure Customers ("Agreement") is entered into by and between Mobile Food Alliance, LLC, a Delaware limited liability company, DBA Roaming Hunger ("Company") and the owner of the equipment listed below ("Owner").
RECITALS
A. Owner is the owner of mobile food equipment including, but not limited to, food trucks, food trailers, food carts, and/or other mobile food equipment (collectively "Equipment").
B. Company operates an online marketplace for the sale of Equipment through its website located at www.mobilefoodalliance.com ("Marketplace").
C. Owner desires to list Equipment for sale on the Marketplace and Company desires to list Owner's Equipment on the Marketplace, subject to the terms and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Services.Company agrees to list Owner's Equipment on the Marketplace and to use commercially reasonable efforts to procure customers for Owner's Equipment. Company will provide Owner with access to the Marketplace to manage Owner's listing(s). Company reserves the right to decline to list any Equipment or to remove any listing at any time in its sole discretion.
2. Fees.Owner agrees to pay Company a listing fee equal to ten percent (10%) of the gross selling price of the Equipment ("Listing Fee"). The Listing Fee is due and payable upon the closing of the sale of the Equipment to a customer procured by Company. Company will collect a $500 deposit from each interested buyer, which deposit will be applied toward the Listing Fee. Prior to connecting Owner with a buyer, Company will require Owner to provide a credit card authorization hold for the Listing Fee amount (less the buyer's $500 deposit). The credit card hold will be charged upon completion of the sale, or released if no sale occurs.
3. Third Party Fees. Owner acknowledges that the sale of Equipment may be subject to additional fees, taxes, and costs imposed by third parties, including but not limited to sales taxes, title transfer fees, and inspection fees. Owner is solely responsible for all such third-party fees and costs.
4. Termination.Either party may terminate this Agreement at any time upon written notice to the other party. Upon termination, Company will remove Owner's listing(s) from the Marketplace. Notwithstanding termination, Owner's obligation to pay the Listing Fee shall survive with respect to any sale of Equipment to a customer procured by Company, whether such sale occurs before or after termination of this Agreement, for a period of twelve (12) months following termination.
5. Confidentiality / Non-Circumvention.
(a) Each party agrees to keep confidential all non-public information received from the other party in connection with this Agreement, including but not limited to buyer and seller contact information, pricing information, and business strategies.
(b) Owner agrees not to circumvent Company by directly or indirectly contacting, negotiating with, or selling Equipment to any buyer introduced by Company, except through Company, for a period of twelve (12) months following the introduction of such buyer to Owner.
(c) In the event of a breach of this non-circumvention provision, Owner agrees to pay Company the full Listing Fee that would have been due had the sale been completed through Company, plus any damages incurred by Company as a result of such breach.
6. Cooperation. Owner agrees to cooperate with Company in good faith to facilitate the sale of Equipment, including but not limited to responding promptly to inquiries from Company and potential buyers, making Equipment available for inspection, and providing accurate and complete information about Equipment.
7. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when sent by email to the addresses provided by the parties.
8. Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in Los Angeles County, California.
9. Miscellaneous. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. This Agreement may not be amended except by a written instrument signed by both parties.
10. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
11. Attorneys' Fees.In the event of any action or proceeding to enforce the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.
12. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
13. Joint Drafting. This Agreement shall be deemed to have been jointly drafted by the parties and shall not be construed against either party as the drafter.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date Owner submits the listing form on the Marketplace.
Acceptance of this agreement is confirmed by submitting the seller form with the "I agree to the above terms and conditions" checkbox selected.