Beverage Service Tea Bar Document

BEVERAGE SERVICE AGREEMENT — TEA BAR

This Beverage Service Agreement (the Agreement) is made and entered into as of by and between:

WHEREAS

WHEREAS, Provider operates a mobile and on-site tea bar service offering brewed teas, specialty beverages, accompaniments and staffed beverage service (the Services), and is duly qualified and able to provide such Services in accordance with this Agreement;

WHEREAS, Client desires to engage Provider to provide beverage service at the location identified above for the event or period described in Section "Term and Termination" below, and Provider is willing to provide such Services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend by this Agreement to set forth their respective rights, duties and obligations with respect to provision, payment and performance of the Services.

SCOPE OF WORK

Provider shall furnish all labor, materials, equipment and supervision necessary to perform beverage service as described below. Provider's responsibilities shall include set-up, service during the scheduled service period, and clean-up unless otherwise agreed in writing.

PAYMENT TERMS

Client shall pay Provider the fees and charges set forth below in consideration for the Services. All amounts are due in United States dollars.

Unless otherwise agreed in writing, Client shall also be responsible for any sales, use or other taxes applicable to the Services. Provider shall invoice for any additional reimbursable costs (such as special ingredients, rentals or permits) with supporting documentation.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective date of termination. Either party may terminate immediately for material breach if the breach is not cured within days after written notice of such breach.

CONFIDENTIALITY

Each party agrees that it will not disclose to any third party, and will use at all times reasonable efforts to protect, any Confidential Information of the other party. "Confidential Information" means non-public business, financial, technical or operational information disclosed in connection with this Agreement. Confidential Information does not include information that is or becomes generally available to the public through no fault of the receiving party, is already known to the receiving party without restriction, or is rightfully received from a third party without obligation of confidentiality.

The obligations in this section survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INSURANCE; INDEMNIFICATION

Provider shall maintain general liability insurance covering the Services and shall provide proof of such insurance upon Client's reasonable request. To the extent permitted by law, Provider agrees to indemnify and hold harmless Client from and against claims, liabilities, damages and expenses arising out of Provider's negligence or willful misconduct in providing the Services.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver of any provision is effective unless in writing and signed by the waiving party. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as either party designates in writing.

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