Bakery Services Agreement

BAKERY SERVICES AGREEMENT

This Bakery Services Agreement (the Agreement) is made and entered into as of Effective Date: by and between Client Name: with principal place of business at , and Bakery Name: with principal place of business at .

RECITALS

WHEREAS, Bakery is engaged in the business of preparing, producing and supplying baked goods, confections and related food services in accordance with applicable health and safety standards; and

WHEREAS, Client desires to retain Bakery to prepare and deliver specified bakery goods and related services for Client's business or events under the terms set forth in this Agreement; and

WHEREAS, Bakery has represented that it has the expertise, personnel, permits and facilities necessary to provide the services described herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. SERVICES

1.1 Scope. Bakery shall provide the bakery goods, menu items, preparation, packaging, delivery and other services described in the Scope of Services. The Scope of Services shall identify menu items, quantities, delivery schedules and special instructions.

2. TERM AND TERMINATION

2.1 Term. The term of this Agreement shall commence on Commencement Date: and continue until Termination Date: , unless earlier terminated pursuant to this Agreement.

2.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the effective date of termination.

2.3 Termination for Cause. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

3. COMPENSATION; INVOICING; PAYMENT

3.1 Fees. Client shall pay Bakery the fees set forth in the applicable order or invoice. Standard fees are: Unit Price or Flat Fee: $ per .

3.2 Invoicing and Payment Terms. Bakery shall invoice Client in accordance with the agreed billing schedule. Unless otherwise agreed, Client shall pay each invoice within days of receipt. Late payments shall accrue interest at a rate of per month or the maximum rate permitted by law, whichever is less.

3.3 Taxes. Client is responsible for all sales, use, value added, consumption and other taxes arising from the transactions contemplated by this Agreement, except for taxes based on Bakery's net income.

4. QUALITY, COMPLIANCE AND SAFETY

4.1 Standards. Bakery shall perform services in a professional manner consistent with industry standards and in compliance with all applicable food safety, health, sanitation and labeling laws, regulations and codes.

4.2 Allergen and Ingredient Disclosure. Bakery shall use reasonable efforts to identify major allergens and to provide ingredient information to Client upon request, but Client acknowledges that cross-contact risk exists and Client assumes responsibility for communicating any specific allergen risks to end consumers as required by law.

5. EQUIPMENT; SUPPLIES; FACILITIES

5.1 Provision. Unless otherwise agreed in writing, Bakery shall provide all personnel, ingredients, packaging and equipment necessary to perform the services. If Client provides any equipment or supplies, Client warrants they are suitable for the intended purpose.

5.2 Ownership. All materials, ingredients and finished goods supplied by Bakery remain Bakery's property until paid in full by Client.

6. DELIVERY; ACCEPTANCE; RISK OF LOSS

6.1 Delivery. Delivery terms shall be as set forth in the applicable order. Time is of the essence for scheduled deliveries. Bakery shall use reasonable efforts to meet delivery times but shall not be liable for delays caused by events beyond its reasonable control.

6.2 Risk of Loss. Unless otherwise agreed in writing, risk of loss or damage to goods passes to Client upon delivery to Client's designated delivery location and acceptance of goods by Client or Client's agent.

7. CHANGES; ADDITIONAL ORDERS

7.1 Changes to Services. Any changes to the Scope of Services must be agreed in writing by authorized representatives of both parties. Additional services will be billed at agreed rates.

8. CONFIDENTIALITY; RECIPES; TRADE SECRETS

8.1 Confidential Information. Each party shall keep confidential and not disclose to any third party any non-public information received from the other party that is designated as confidential or that, by its nature, should reasonably be understood to be confidential.

8.2 Recipes and Trade Secrets. Bakery retains sole ownership of its recipes, formulas, techniques and other proprietary processes used to prepare its goods. Client shall not acquire any right, title or interest in Bakery's recipes or proprietary processes by virtue of this Agreement.

9. INSURANCE; INDEMNIFICATION

9.1 Insurance. Bakery shall, at its expense, maintain commercial general liability insurance and product liability insurance with limits not less than $ per occurrence, and shall provide evidence of coverage to Client upon request.

9.2 Indemnification. Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct or violation of law.

10. LIMITATION OF LIABILITY

10.1 Exclusion. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO BAKERY UNDER THIS AGREEMENT DURING THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. INDEPENDENT CONTRACTOR

Bakery is an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee, joint venture, partnership or agency relationship between the parties. Bakery is solely responsible for withholding and remitting any taxes for its employees and contractors.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses below or to such other address as either party may designate by notice to the other.

13. MISCELLANEOUS

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties: , without regard to conflict of law principles.

13.2 Entire Agreement. This Agreement 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.

13.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain enforceable and in full force and effect.

13.4 Amendments; Waiver. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing signed by the waiving party.

13.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic transmission shall be binding.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth below.

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