Normally, for sale and purchase related transactions, we would use the Starbucks master purchase agreement. I have reviewed the Sale & Purchase Agreement attached in Anny’s email below. In general, I note that the common key provisions relating to confidentiality, indemnification, IP rights, termination etc. have already been incorporated into the agreement. However, other key provisions such as conformity to samples, rights of work, exclusive product, insurance, publicity etc. have not been included. Having said that, I am of the view that since this is a one-off transaction and that the closing of this agreement is a critical path in the timeline, I suggest that we should just proceed with the signed agreements as-is. However, going forward, it is advisable to use the Starbucks standard form instead of Moleskine’s contract template. I attach a copy of the Starbucks standard master purchase agreement for merchandise for your information. You will need to revise the terms and conditions, so that it is applicable for the Starbucks Thailand’s usage.