Business Services Arte & Caffe

GENERAL BUSINESS SERVICES AGREEMENT

This General Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between:

Recitals

WHEREAS, Service Provider is engaged in the business of providing consulting, event coordination, branding, and related business services to hospitality, retail and food service operations; and

WHEREAS, Client desires to retain Service Provider to perform certain services described in this Agreement and Service Provider is willing to perform such services under the terms and conditions set forth herein; and

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

Scope of Work

Service Provider shall perform the services described below (the "Services"). Service Provider will exercise commercially reasonable efforts, skill and care in performing the Services consistent with industry standards.

Payment Terms

In exchange for the Services, Client shall pay Service Provider in accordance with the schedule and amounts set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

All invoices shall itemize Services performed and shall be due and payable within the payment period specified in the payment schedule. Client is responsible for any applicable sales, use, value-added, or similar taxes unless otherwise agreed in writing.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Either party may terminate for material breach if the breaching party fails to cure the breach within fourteen (14) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination. Sections concerning Confidentiality, Indemnification, Governing Law and Limitation of Liability survive termination.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all non-public information and materials disclosed by the other party (the "Disclosing Party") that are designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in Receiving Party's possession prior to disclosure; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations consistent with this Agreement. The Receiving Party shall use at least the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own similar confidential information, but in no event less than reasonable care. Remedies at law for breach of this provision may be inadequate; the Disclosing Party is entitled to seek injunctive relief and other equitable remedies in addition to any other remedies available.

Governing Law; Dispute Resolution

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. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives; if the dispute cannot be resolved within thirty (30) days, either party may pursue all available remedies in the courts of the governing state.

Indemnification; Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Force Majeure; Miscellaneous

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, strikes, labor disputes, governmental restrictions, or delays in transportation ("Force Majeure"). This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to its subject matter. No amendment shall be effective unless in writing and signed by both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Notices

Notices shall be in writing and delivered to the addresses above by hand, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be deemed given when received.

Execution

The parties acknowledge that they have read and understand this Agreement, and each represents that it has the authority to enter into this Agreement on behalf of the party for which it signs.

Sign Now