This Delivery Services Agreement outlines Delenta’s terms for service, payment, confidentiality, and legal compliance.
This Agreement for Delivery Services (the "Agreement") is made and entered into as of Monday the 8th of October, 2024 (the "Effective Date"), by and between Delenta LLC ("Delenta") and Curenta LLC ("Curenta"). Delenta and Curenta may each be referred to herein as a “Party” and collectively as the “Parties.”
WHEREAS, Delenta is engaged in the business of operating an app-based platform that provides delivery services, including the transportation and delivery of products and goods on behalf of third parties;
WHEREAS, Curenta operates as a licensed pharmacy providing pharmaceutical products to its customers;
WHEREAS, Curenta desires to engage Delenta to provide delivery services for pharmaceutical products and related goods ordered by Curenta's customers, and Delenta agrees to provide such services in accordance with the terms and conditions set forth herein;
1.1 “Agreement” refers to this Delivery Services Agreement, including any schedules, exhibits, and amendments hereto.
1.2 “Confidential Information” includes any proprietary information, trade secrets, customer data, pricing information, and any other non-public information disclosed by one Party to the other in the course of performing this Agreement, which a reasonable person would understand to be confidential.
1.3 “Delivery Services” means the pickup, transportation, and delivery of pharmaceutical products and related goods from Curenta’s place of business to the designated location of Curenta’s customers.
1.4 “Force Majeure Event” refers to any event beyond the reasonable control of a Party, including but not limited to acts of God, government restrictions, wars, pandemics, natural disasters, strikes, or other unforeseeable events.
1.5 “Intellectual Property” refers to any patents, trademarks, service marks, copyrights, trade secrets, or other proprietary rights owned by either Party.
1.6 “Term” refers to the duration of this Agreement as outlined in Section 4.
2. SERVICES PROVIDED BY DELENTA
2.1 Scope of Services. Delenta agrees to provide the Delivery Services for Curenta’s pharmaceutical products and goods according to the instructions provided by Curenta and in compliance with all applicable laws and regulations.
2.2 Service Standard. Delenta shall use commercially reasonable efforts to ensure that all deliveries are performed in a timely, secure, and professional manner, in accordance with applicable federal, state, and local laws, including, without limitation, laws and regulations regarding the transportation of prescription medication.
2.3 Subcontractors. Delenta may engage subcontractors to perform the Delivery Services, provided that any subcontractors are subject to the same obligations and restrictions set forth in this Agreement. Delenta shall remain liable for the acts and omissions of such subcontractors as if they were its own.
3.1 Fee Structure. Curenta shall pay Delenta for the Delivery Services based on the following structure:
4.1 Term. This Agreement shall commence on the Effective Date and shall remain in effect for an initial term of one (1) year, unless terminated earlier in accordance with the terms herein. The Agreement will automatically renew for additional one-year terms unless either Party provides written notice of its intention not to renew at least thirty (30) days before the expiration of the then-current term.
4.2 Termination for Cause. Either Party may terminate this Agreement with thirty (30) days’ written notice in the event of a material breach by the other Party, provided that the breaching Party fails to cure the breach within the thirty (30)-day notice period.
4.3 Termination for Convenience. Either Party may terminate this Agreement without cause upon sixty (60) days’ written notice to the other Party.
4.4 Effect of Termination. Upon termination, Curenta shall pay Delenta for all Delivery Services rendered up to the effective date of termination. The provisions of this Agreement that by their nature extend beyond termination, including confidentiality, indemnification, and limitation of liability, shall survive.
5.1 Regulatory Compliance. Delenta warrants that it is duly licensed and authorized to perform the Delivery Services and will comply with all applicable federal, state, and local laws, including, but not limited to, HIPAA and laws governing the transportation of pharmaceuticals.
5.2 Permits and Licenses. Delenta shall obtain and maintain, in good standing, all necessary permits, licenses, and certifications required for the performance of the Delivery Services.
6.1 Confidentiality Obligation. Each Party agrees to keep confidential and not disclose the other Party’s Confidential Information without prior written consent, except as necessary to perform its obligations under this Agreement.
6.2 Exceptions. Confidential Information does not include information that is (i) publicly available, (ii) known by the receiving Party prior to disclosure, (iii) independently developed, or (iv) lawfully obtained from a third party.
6.3 Return of Confidential Information. Upon termination of this Agreement, each Party shall promptly return or destroy all Confidential Information belonging to the other Party.
7.1 Indemnification by Delenta. Delenta agrees to indemnify and hold harmless Curenta, its officers, directors, employees, and agents from any claims, damages, liabilities, or expenses arising from:
(a) Delenta’s breach of this Agreement;
(b) Any negligent or intentional act or omission by Delenta or its subcontractors;
(c) Any claim that Delenta’s delivery activities infringe a third-party’s intellectual property rights.
7.2 Indemnification by Curenta. Curenta agrees to indemnify and hold harmless Delenta from any claims, damages, liabilities, or expenses arising from:
(a) Curenta’s breach of this Agreement;
(b) Claims related to the pharmaceutical products or goods being delivered.
8.1 Limitation on Damages. Neither Party shall be liable for any indirect, incidental, special, or consequential damages, including lost profits or business, arising from this Agreement, even if advised of the possibility of such damages.
8.2 Cap on Liability. The cumulative liability of either Party for all claims arising from this Agreement shall not exceed the total fees paid by Curenta to Delenta under this Agreement in the twelve (12) months preceding the event giving rise to the claim.
9.1 Force Majeure Events. Neither Party shall be liable for delays or failures in performance due to any Force Majeure Event. The affected Party shall provide written notice to the other Party as soon as reasonably practicable, detailing the nature and anticipated duration of the Force Majeure Event.
9.2 Obligations During Force Majeure. During the occurrence of a Force Majeure Event, the affected Party shall use reasonable efforts to mitigate the impact of the event and resume performance as soon as possible.
9.3 Termination Due to Extended Force Majeure. If a Force Majeure Event prevents either Party from performing its obligations under this Agreement for a period of sixty (60) days or more, either Party may terminate this Agreement by providing written notice to the other Party.
10.1 Ownership of Intellectual Property. Each Party retains ownership of all Intellectual Property it owned or developed prior to the execution of this Agreement. Nothing in this Agreement shall be construed as transferring ownership or granting any license to the Intellectual Property of one Party to the other, except as expressly provided herein.
10.2 Grant of Limited License. To the extent necessary for the performance of this Agreement, each Party grants to the other a non-exclusive, non-transferable, revocable, limited license to use its Intellectual Property solely for the purpose of fulfilling its obligations under this Agreement.
10.3 Use of Trademarks. Neither Party shall use the trademarks, service marks, logos, or other branding elements of the other Party without the prior written consent of the owner of such Intellectual Property.
11.1 Entire Agreement. This Agreement, including any schedules, exhibits, and amendments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, understandings, or representations, whether written or oral, related to the subject matter hereof.11.2 Amendments. No modification or amendment of this Agreement shall be valid unless it is in writing and signed by authorized representatives of both Parties.11.3 Assignment. Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of all or substantially all of the assets of the assigning Party. Any attempted assignment in violation of this provision shall be void.11.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.11.5 Dispute Resolution. Any dispute arising out of or related to this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in California, and the arbitrator’s decision shall be final and binding on the Parties.11.6 Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, such provision shall be deemed modified to the extent necessary to make it enforceable, and the remaining provisions of this Agreement shall continue in full force and effect.11.7 Waiver. The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.11.8 Relationship of the Parties. The Parties are independent contractors, and nothing in this Agreement shall be construed to create any partnership, joint venture, agency, or employment relationship between the Parties.
