conversations.from: human
conversations.value: Give me more for this agreement: AMENDMENT NO. 2 TO STREMICK'S HERITAGE FOODS, LLC and PREMIER NUTRITION CORPORATION MANUFACTURING AGREEMENT
  This Second Amendment ("Second Amendment"), entered into by and between Stremick's Heritage Foods, LLC, ("Heritage"), Premier Nutrition Corporation ("Premier") is effective as of October 1, 2018 ("Second Amendment Effective Date") and amends that certain Manufacturing Agreement between Heritage and Premier dated July 1, 2017 ("Agreement"). Heritage and Premier are each referred to herein as a "Party" and collectively as the "Parties".
  WHEREAS, PREMIER and HERITAGE entered into the Agreement;
  WHEREAS, the Parties wish to extend and amend the Agreement in accordance with the terms and conditions set forth herein; and
  WHEREAS, HERITAGE ___ desires to produce Products packaged in aseptic plastic bottles ("Bottled Products") for PREMIER in accordance with the terms and conditions set forth in the Agreement, as well as those set forth herein, ___; and
conversations.from: assistant
conversations.value: NOW, THEREFORE, in consideration of the promises and of the mutual covenants, representations and warranties, contained in the Agreement and set forth herein, the Parties hereby agree that the following changes be made to the Agreement: 1. Term. This Second Amendment shall be effective from The Second Amendment Effective Date and shall expire on December 31, 2021. Upon expiration, this Second Amendment shall be of no further force or effect, and the terms and conditions of the Agreement shall as they were before the Second Amendment Effective Date. Notwithstanding anything herein to the contrary, a Party's right to enforce the terms and conditions of this Second Amendment shall survive the Second Amendment's expiration. 2. 1 BASIC TERMS. Section 1, of the Agreement is amended as follows:
  a. Section 1(a)(viii) is removed in its entirety and replaced with:
  "(viii) Pricing and Terms for Tetra 325 ml Dreamcaps ........................ Schedule C"
  b. A new section, Section 1(a)(xi), is inserted to read
  "(xi) Pricing and Terms for Aseptic Plastic Bottles ........................... Schedule C-1" 3. PRODUCTION OF PRODUCT.
conversations.from: human
conversations.value: More from this contract.
conversations.from: assistant
conversations.value: a. Section 2(a) of the Agreement is amended so that the first sentence that previously read:
  "Heritage shall produce the products described on Schedule A attached hereto, as may be amended by the Parties hereafter from time to time (the "Products"), for Premier at ___ Heritage's or Heritage's wholly owned subsidiary, Jasper's facilities (the "Facilities"). ___"
  Source: BELLRING BRANDS, INC., S-1, 9/20/2019
  now reads:
  "Heritage shall produce the products described on Schedule A and Schedule A-1 attached hereto, as may be amended by the Parties hereafter from time to time (the "Products," each individual unit of Product "Unit"), for Premier at ___ Heritage's or Heritage's wholly owned subsidiary, Jasper's facilities (the "Facilities"). ___, except that, notwithstanding anything herein to the contrary, ___."
  b. Section 2(c) of the Agreement is amended so that the term "Units" as defined therein is now referred to as "Tetra Units".
  c. Section 2(d) of the Agreement is amended so that whereas it previously read:
  "During the Term, Premier shall have the right (but not the obligation) to order from Heritage quantities of Products in excess of ___ and provided Heritage has the capacity and the ability to produce such additional quantities of Products, Heritage agrees to produce such additional quantities per the pricing and terms on Schedule C."
  it now reads:
  "During the Term, Premier shall have the right (but not the obligation) to order from Heritage quantities of Products in in excess of ___ and provided Heritage has the capacity and the ability to produce such additional quantities of Products, Heritage agrees to produce such additional quantities per the pricing and terms on Schedule C."
conversations.from: human
conversations.value: More from this contract.
conversations.from: assistant
conversations.value: d. Section 2(e) of the Agreement is amended so that whereas it previously read:
  ___
  it now reads:
  ___
  e. Section 2(f) of the Agreement is amended so that whereas it previously read:
  ___
  it now reads:
  ___
  f. Section 2(m) of the Agreement is amended so that the term "Units" appearing in the second complete sentence is replaced with the term "Tetra Units".
  g. Section 2(n) of the Agreement is amended so that the last sentence that previously read:
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: "The final production quantity by Heritage and Jasper will count towards the MAOV requirements" 2
  Source: BELLRING BRANDS, INC., S-1, 9/20/2019
  now reads:
  "The final production quantity of Tetra Units by Heritage and Jasper will count toward the MAOV requirements for Tetra Units."
  h. Section 2(o)(i) of the Agreement is amended so that the first sentence that previously read:
  "All Products manufactured, packaged and delivered to Heritage or Jasper under the terms of this Agreement shall conform to the specifications supplied to Heritage by Premier as listed on Schedule A, which Schedule may from time to time be modified by Premier in writing (the "Specifications"), shall conform to Post Holding's Quality Expectations Manual attached hereto as Schedule E, and shall conform in all material respects to samples previously supplied to Premier by Heritage."
  now reads:
  "All Products manufactured, packaged and delivered by Heritage or Jasper under the terms of this Agreement shall conform to the specifications supplied to Heritage by Premier as listed on Schedule A and/or Schedule A-1, which Schedules may from time to time be modified by Premier in writing (the "Specifications"), shall conform to Post Holding's Quality Expectations Manual attached hereto as Schedule E, and shall conform in all material respects to samples previously supplied to Premier by Heritage." 4. Section 3 DELIVER, PRICING, BILLING AND PAYMENT
  a. Section 3(b) of the Agreement is amended so that whereas it previously read:
  "Heritage shall purchase all ingredients and packaging materials identified in Schedule C to be used in connection with the manufacturer of the Products. Heritage shall invoice Premier through the ___ billing as identified on Schedule C."
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: now reads:
  "Heritage shall purchase all ingredients and packaging materials identified in the relevant Schedule C or Schedule C-l to be used in connection with the manufacturer of the Products. Heritage shall invoice Premier through the ___ billing as identified on the relevant Schedule C or Schedule C-l. Heritage shall not, however, purchase ingredients or packaging materials in excess of those required ___."
  b. Section 3(c) of the Agreement is amended so that whereas it previously read:
  "Heritage shall charge Premier ___ as set forth in Schedule C."
  it now reads:
  "Heritage shall charge Premier ___ as set forth in the relevant Schedule C or Schedule C-1." 5. Schedule A-l. The following is attached to and incorporated into the Agreement as Schedule A-l:
  Schedule A-1 (___)
  ___
  ___ 3
  Source: BELLRING BRANDS, INC., S-1, 9/20/2019
conversations.from: human
conversations.value: More from this contract.
conversations.from: assistant
conversations.value: 6. Section 13 NOTICES is amended such that whereas Notice to PREMIER was required to:
  "VP Operations Premier Nutrition Corporation 188 Spear Street, Suite 600 San Francisco, CA 94608 Email:___
  With a Copy to General Counsel: Email ___"
  it is now required to:
  "Premier Nutrition Corporation VP Operations 1222 67th Street, Suite 210 Emeryville, CA 94608 Email: ___
  With a Copy to General Counsel: Email ___" 7. Schedule C-l. The following is attached to and incorporated into the Agreement as Schedule C-l:
  Schedule C-1 (___)
  ___
  8. Except as otherwise specified above in this Amendment, all other terms, conditions, and covenants of the Agreement shall remain in full force and effect.
  IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by a duly authorized officer on the day and year first above written. PREMIER NUTRITION CORPORATION STREMICKS HERITAGE FOODS, LLC And as and for Jasper Products, LLC
conversations.from: human
conversations.value: Next lines please.
conversations.from: assistant
conversations.value: BY: /s/ Darcy Davenport BY: /s/ Sam Stremick ITS: President ITS: President 4
  Source: BELLRING BRANDS, INC., S-1, 9/20/2019
conversations.from: human
conversations.value: The name of the contract?
conversations.from: assistant
conversations.value: * MANUFACTURING AGREEMENT
  * AMENDMENT NO. 2
conversations.from: human
conversations.value: The two or more parties who signed the contract?
conversations.from: assistant
conversations.value: * Stremick's Heritage Foods, LLC
  * Premier
  * Premier Nutrition Corporation
  * Heritage and Premier are each referred to herein as a "Party" and collectively as the "Parties".
  * Heritage
conversations.from: human
conversations.value: The date of the contract?
conversations.from: assistant
conversations.value: October 1, 2018
conversations.from: human
conversations.value: The date when the contract is effective ?
conversations.from: assistant
conversations.value: October 1, 2018
conversations.from: human
conversations.value: On what date will the contract's initial term expire?
conversations.from: assistant
conversations.value: This Second Amendment shall be effective from The Second Amendment Effective Date and shall expire on December 31, 2021.
conversations.from: human
conversations.value: What is the notice period required to terminate renewal?
conversations.from: assistant
conversations.value: I don't know. Can you provide more information?
conversations.from: human
conversations.value: Which state/country's law governs the interpretation of the contract?
conversations.from: assistant
conversations.value: I don't know. Can you provide more information?
conversations.from: human
conversations.value: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector? ?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Can a party terminate this  contract without cause (solely by giving a notice and allowing a waiting  period to expire)?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Is there a fee increase or consent requirement, etc. if one party’s use of the product/services exceeds certain threshold?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor? ?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Is there a clause granting one party an “enterprise,” “all you can eat” or unlimited usage license?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Is a party’s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: What is the duration of any  warranty against defects or errors in technology, products, or services  provided under the contract?
conversations.from: assistant
conversations.value: I don't know. Can you provide more information?
conversations.from: human
conversations.value: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
conversations.from: assistant
conversations.value: No.