Exhibit 10.1
[logo.jpg]
AGREEMENT FOR LOGISTICS SERVICES
This agreement is dated as of June 30, 2008 by and among Build-A-Bear Workshop
Inc. ("BUILD-A-BEAR") a Delaware corporation with offices at 1954 Innerbelt
Business Ctr. Dr. St. Louis, MO 63114-5760 and HA Logistics. Inc. ("HA
Logistics") a California corporation with offices at 5175 Johnson Drive
Pleasanton, CA.94588
RECITALS
WHEREAS, BUILD-A-BEAR is a experienced based retailer requiring logistics
services of the kind offered by HA Logistics; and
WHEREAS, BUILD-A-BEAR desires HA Logistics to arrange actual transportation
services for BUILD-A-BEAR; and
WHEREAS, HA Logistics operates through several business units which will provide
services under this agreement (hereinafter the business units will not be
referred to separately, but rather will be called by the operating corporate
name, HA Logistics); and
WHEREAS, the parties believe the distinctive logistics service needs of
BUILD-A-BEAR can best be satisfied through contractual agreement; and
WHEREAS, capitalized terms used in this Agreement have the meaning as defined
herein.
NOW THEREFORE, BUILD-A-BEAR and HA Logistics, in consideration of the premises
and mutual agreements hereafter set forth, agree as follows:
1)
Scope. Commencing as of June 30, 2008 (the "Effective Date"), HA Logistics shall
provide logistics services (the "Services") to manage outbound transportation
and distribution of BUILD-A-BEAR product from Groveport, OH to BUILD-A-BEAR
stores in the United States and Canada. Exhibit A more particularly describes
the services, attached hereto and specifically made a part of this Agreement.
Any deletion, addition or other modification of the provided Services shall (a)
be documented in a written change order, (b) executed by both parties and (c)
subject to such terms and prices as may be agreed upon by the parties. Anything
herein to the contrary notwithstanding, the parties hereby acknowledge and agree
1
that BUILD-A-BEAR shall have prior approval of the manner, means, or method by
which HA Logistics performs the Services called for by this Agreement.
BUILD-A-BEAR shall be entitled to consult with respect to the elements of the
Services to be performed by, and to review and assess the performance of the
Services by HA Logistics for the purpose of assuring that the Services have been
performed and confirming that such results are satisfactory.
2)
Reporting. HA Logistics will measure and report the metrics set forth in Exhibit
D and at the time frame for reporting set forth in Exhibit D regarding HA
Logistics' performance of the Services. BUILD-A-BEAR will timely inspect and
review all such reports prepared by HA Logistics and will promptly notify HA
Logistics of any incorrect reports.
3)
Performance. HA Logistics and BUILD-A-BEAR agree that HA Logistics' performance
as it relates to the Services shall be measured according to the corresponding
performance metrics ("Metrics") described in Exhibit C attached hereto.
4)
Meetings. BUILD-A-BEAR and HA Logistics agree to schedule meetings for the
purposes of discussing ongoing operations and future direction, and reviewing
the Metrics. These meetings will be scheduled by BUILD-A-BEAR and HA Logistics
on a mutually agreed upon date and time in a mutually agreed upon location.
5)