Business Menu System

Business Menu System Agreement

This Business Menu System Agreement (the "Agreement") is entered into as of by and between:

Parties

Recitals

WHEREAS, Client operates one or more food and beverage establishments and desires a computerized Business Menu System to manage menu items, pricing, categories, orders, and associated digital assets; and

WHEREAS, Service Provider possesses technical expertise and experience in the design, configuration, deployment, and support of menu management systems and related software services; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

Scope of Work

Service Provider will design, configure, deliver and, if elected, host a Business Menu System (the "System") to meet Client requirements. The core obligations include menu configuration, pricing controls, category management, order routing, user account provisioning, reporting capability, and basic staff training. Specific deliverables, acceptance criteria and milestones are described below.

Payment Terms

Client shall pay Provider the fees set forth below in exchange for the performance of the Services. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, continues until .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period set forth above. Upon termination, Client will pay Provider for all Services performed and non-cancellable expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public business, technical and financial information disclosed by either party to the other, whether in writing, orally, or by inspection. Each receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) not use Confidential Information except to perform its obligations under this Agreement. Confidential Information does not include information that is public through no fault of the receiving party, rightfully received from a third party, or independently developed without use of the disclosing party's Confidential Information. Upon termination or request, the receiving party shall return or destroy Confidential Information, except to the extent retention is required by law.

Intellectual Property

Unless otherwise agreed in writing, Provider retains all right, title and interest in its pre-existing tools, software, copyrights, and know-how. Client is granted a limited, non-exclusive, non-transferable license to use deliverables created specifically for Client under this Agreement for Client's ordinary business purposes. Any custom software delivered becomes Client property only upon full payment of fees due for such deliverables, subject to Provider's retention of source code or components expressly excluded in writing.

Representations; Warranties; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Provider warrants that the Services will be performed in a professional manner consistent with industry practice. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX MONTHS PRECEDING THE CLAIM.

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.

Entire Agreement

This Agreement, together with any exhibits or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

All notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice in accordance with this section. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

Miscellaneous

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to a successor in connection with a merger or sale of substantially all of its assets.

Administrative Contacts

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