CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE HONEST COMPANY, INC. TREATS AS PRIVATE OR CONFIDENTIAL.
AMENDMENT TEN TO THE LOGISTICS SERVICES AGREEMENT
THIS AMENDMENT TEN TO THE LOGISTICS SERVICES AGREEMENT (the Amendment), dated as of November 2, 2018, is by and between The Honest Company, Inc. (CLIENT) and Geodis Logistics LLC (GEODIS). CLIENT and GEODIS are collectively referred to herein as the Parties.
WHEREAS, the Parties entered into a Logistics Services Agreement dated January 31, 2014, as amended from time to time (collectively the Agreement);
WHEREAS, the Parties desire to amend the Agreement to include warehousing services to be performed by GEODIS on behalf of CLIENT at a CLIENT-leased facility located at 5550 Donovan Way, North Las Vegas, Nevada 89081 (the Warehouse) and the ground and premises on which the Warehouse is situated (collectively, the Premises), as further described herein.
WHEREAS, CLIENT is the tenant under a lease executed between CLIENT and PHI Donovan Land, LLC, (the Landlord), on or about December 16, 2016 (the Lease), which Lease governs the terms of CLIENTs rights, occupation and use of the Warehouse, Premises and common areas, including but not limited to, the parking area, driveway, landscaped areas, electrical/sprinkler room and other areas of the property surrounding the Warehouse (Common Areas). The Common Area, Warehouse and Premises, as well as the adjacent land that is shared with other tenants shall be referred to as the Property.
WHEREAS, on the Effective Date, and as a condition and inducement of CLIENT entering into this Amendment, GEODIS will make written offers of employment in the form attached hereto as Exhibit G (the Offer Letter), to be effective as of the Effective Date, to: (i) all CLIENT Warehouse employees other than those CLIENT Employees identified by CLIENT as remaining CLIENT employees following the Effective Date (CLIENT Employees) and (ii) certain individuals employed by Millenium Staffing Solutions (Millenium) who have completed at least [***] at CLIENT warehouse.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to amend the Agreement as follows:
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Term. The Services shall commence on November 5, 2018 (the Effective Date) and shall continue for a period of three (3) years (the Initial Term). The Parties may renew the Services for a renewal term upon mutual written agreement prior to the termination of the Initial Term. If the Parties desire to renew the Services, then at least one-hundred and twenty (120) days prior to the end of Initial Term, the Parties must agree in writing on a renewal term.
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Termination for Convenience. Notwithstanding anything set forth in Section 6 of the Agreement, either Party may terminate this Agreement for its convenience in whole or in part from time to time, upon giving written notice not less than one hundred and twenty (120) days prior to the termination date specified in the notice to the other Party.
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Obligations Following Termination. In the event that the CLIENT elects to terminate this Amendment for its convenience in accordance with Section 2, above, or if GEODIS terminates this Amendment for cause pursuant to Section 6 of the Agreement, [***]. For the avoidance of doubt, CLIENT shall retain all applicable rights and title to all CLIENT-leased or CLIENT-owned equipment in the Warehouse, including, but not limited to that equipment set forth in the schedule attached as Exhibit H (the CLIENT Equipment), and nothing in this Amendment is intended to transfer, assign, or convey ownership interest in any of the Equipment to GEODIS during or after the Term. With respect to the CLIENT Equipment, Section 6(C)(1)(b), Section 6(C)(2)(b), Section 7(a) and Section 7(b) of the Agreement will not apply.