Business Agreement Save A Lot

BUSINESS AGREEMENT SAVE A LOT

Parties and Contact Information

Recitals

WHEREAS, Company Name: (referred to herein as "Company") operates and conducts retail grocery business under the trade name Save A Lot; and

WHEREAS, Service Provider: (referred to herein as "Provider") has the skill and capacity to perform the services described below; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the Provider’s performance for the Company effective as of Effective Date: .

Scope of Work

Provider shall perform the services described below in a professional manner and in accordance with industry standards. Provider shall furnish all labor, materials, equipment, supervision, and permits necessary to complete the work described.

Payment Terms

Company shall pay Provider for services rendered as follows. Compensation will be the full and exclusive monetary remedy for services performed under this Agreement unless otherwise agreed in writing.

All payments are due net upon receipt of invoice unless otherwise specified above. Company may withhold payment for incomplete or nonconforming work pending Provider cure or correction. Provider shall be responsible for all taxes arising from payments under this Agreement, except for taxes based on Company’s net income.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon prior written notice to the other party of at least Notice Period (days): days. Either party may terminate immediately for material breach by the other party if such breach remains uncured for thirty (30) days following written notice specifying the breach.

Upon termination, Provider shall deliver all work in progress and any Company property. Company shall pay Provider for services performed through the effective date of termination in accordance with the Payment Terms, less any setoffs or amounts required to remedy Provider’s breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public, proprietary, or business information disclosed by one party to the other, whether oral, written, electronic, or otherwise, including but not limited to pricing, customer lists, product specifications, financial data, and trade secrets. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed without the use of the disclosing party's Confidential Information.

The receiving party shall: (i) hold the disclosing party's Confidential Information in strict confidence; (ii) use Confidential Information solely to perform obligations or exercise rights under this Agreement; and (iii) limit disclosure to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein. The obligations under this clause shall survive termination or expiration of this Agreement for Confidentiality Period (years): years.

Indemnification and Insurance

Provider shall indemnify, defend and hold harmless Company, its affiliates, officers, directors, and employees from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Provider’s negligent acts, willful misconduct, or breach of this Agreement. Provider shall maintain insurance coverage customary for the services performed and provide certificates upon request.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any legal action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in that state.

Miscellaneous Provisions

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No modification shall be effective unless in writing signed by authorized representatives of both parties.

Assignment: Neither party may assign this Agreement or any of its rights without the prior written consent of the other party, except that Company may assign to an affiliate or successor without consent. Any attempted assignment in violation of this provision shall be void.

Independent Contractor: Provider is an independent contractor and not an employee, agent, joint venturer, or partner of Company. Provider shall be solely responsible for all taxes, withholdings, and other statutory obligations of an independent contractor.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

Notices

All notices required or permitted under this Agreement must be in writing and delivered to the addresses listed in this Agreement or to such other address as either party designates by written notice. Notices may be delivered personally, by certified mail (return receipt requested), or by overnight courier.

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