Business Kitchen Document Template

BUSINESS KITCHEN USE AGREEMENT

This Business Kitchen Use Agreement ("Agreement") is made effective as of by and between Provider Name: , Provider Address: and Client Name: , Client Address: .

WHEREAS

WHEREAS, Provider operates a commercial food preparation facility (the "Kitchen") that complies with applicable health and safety regulations and is willing to permit Client to use the Kitchen under the terms set forth herein; and

WHEREAS, Client desires to engage Provider for temporary access to and use of the Kitchen for food preparation, packaging, or related services as specified in this Agreement.

WHEREAS, the parties intend to set forth their respective rights and obligations with respect to use of the Kitchen, payment, insurance, and confidentiality.

SCOPE OF WORK

Provider shall furnish access to the Kitchen and any specified equipment, services, and personnel necessary for Client to perform food preparation activities described below. Provider retains the right to impose reasonable rules for safe and sanitary operation of the Kitchen.

PAYMENT TERMS

Client shall pay Provider for use of the Kitchen as follows:

All invoices are due within days of invoice date. Unpaid amounts shall incur a late fee of per month or the maximum permitted by law, whichever is less. Client shall also be responsible for any collection costs and attorney fees reasonably incurred to collect overdue sums.

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 of days to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within fourteen (14) days after written notice of such breach. Termination shall not relieve Client of obligations to pay amounts accrued prior to termination.

CONFIDENTIALITY

Each party acknowledges that during the term of this Agreement it may obtain Confidential Information of the other party. "Confidential Information" means non-public business, technical, product, recipe, client list, pricing, and operational data disclosed in any form. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for performance under this Agreement; and (c) not disclose Confidential Information except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The obligations in this section do not apply to information that is: (i) already known to the receiving party without obligation of confidentiality; (ii) publicly known other than by breach of this Agreement; (iii) independently developed; or (iv) required to be disclosed by law, provided that the disclosing party gives prompt written notice of such requirement and cooperates with reasonable efforts to limit disclosure.

INSURANCE, INDEMNITY, AND COMPLIANCE

Client shall maintain, at Client's expense, general liability insurance and, where applicable, product liability insurance covering Client's operations in the Kitchen with limits reasonably acceptable to Provider. Upon request, Client shall furnish certificates of insurance naming Provider as an additional insured for claims arising from Client's use of the Kitchen.

Client shall indemnify, defend and hold harmless Provider and its officers, agents and employees from and against all claims, damages, liabilities, losses and expenses (including reasonable attorney fees) arising out of or relating to Client's negligence, willful misconduct, breach of this Agreement, or violation of applicable health or safety regulations in connection with Client's use of the Kitchen.

Client shall comply with all applicable laws, rules and health department regulations governing food safety, labeling, and operation of the Kitchen. Provider may suspend access immediately if Client's conduct poses an imminent risk to safety or public health.

LIMITATION OF LIABILITY

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 SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by written notice.

GOVERNING LAW; ENTIRE AGREEMENT

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.

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

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership or joint venture. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to a successor in interest to its business or assets.

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