Arbys Business Services Agreement

Arby's Business Services Agreement

This Business Services Agreement ("Agreement") is entered into between:

Client Name:     Client Contact:

Service Provider Name:     Provider Contact:

WHEREAS

WHEREAS, Client operates quick-service restaurant locations under the Arby's trade name and requires certain business services to support operations, marketing, and vendor coordination; and

WHEREAS, Service Provider represents that it has the professional capability, personnel, and experience to provide the services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide such services to Client.

1. Scope of Work

Service Provider shall perform the services described below in a professional manner in accordance with industry standards. Specific tasks, deliverables, milestones, and any performance standards shall be set forth as follows:

2. Payment Terms

In consideration for the services performed, Client shall pay Service Provider in accordance with the terms set forth below.

Service Provider shall submit invoices to Client. Invoices shall be due within days of receipt unless otherwise agreed in writing.

Any undisputed past-due amount shall accrue interest at the rate of (or the maximum rate permitted by law), and Client shall reimburse Service Provider for reasonable collection costs, including attorney fees.

3. Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice specifying the breach, provided that certain breaches (including payment defaults and breaches of confidentiality) may permit immediate termination.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public business, technical, financial, operational and other information disclosed by one party ("Discloser") to the other ("Recipient") in connection with this Agreement, whether disclosed orally, in writing, or by inspection.

Recipient shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to affiliates, employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach by Recipient; (ii) was rightfully known to Recipient without restriction prior to disclosure; (iii) was rightfully received from a third party without restriction; or (iv) is independently developed without use of or reference to Discloser's Confidential Information. The obligations of confidentiality shall survive termination of this Agreement for years.

5. Independent Contractor; Liability

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Service Provider shall be solely responsible for payment of its employees and subcontractors, taxes, and insurance.

Except for willful misconduct or gross negligence, in no event shall either party be liable for special, incidental, consequential, or punitive damages. Each party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

6. Indemnification

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of Indemnitor's breach of this Agreement, violation of law, or willful misconduct. Indemnitee shall promptly notify Indemnitor of any claim and permit Indemnitor to control the defense and settlement thereof, provided that Indemnitor shall not settle any claim that imposes liability on Indemnitee without Indemnitee's prior written consent.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Venue for any dispute arising hereunder shall be the state or federal courts located within that state unless the parties agree otherwise in writing.

8. Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

9. Notices

10. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor in connection with a merger or sale. The parties acknowledge that monetary damages may be an inadequate remedy for breach of the confidentiality provisions and that injunctive relief may be sought in addition to any other remedies.

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