Business Services Baker Contract

Business Services Baker Contract

This Business Services Agreement (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, Client operates a commercial enterprise requiring baked goods, pastries, and related production or consulting services in connection with Client's business operations; and

WHEREAS, Baker is engaged in the business of providing professional baking services, recipe development, production scheduling, and quality control and represents that Baker has the necessary experience, skill, and resources to perform the services described in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which Baker will perform services for Client.

Scope of Work

Baker shall provide the services described below (Services). Services may include product formulation, production of baked goods, packaging, delivery coordination, training of Client personnel, and quality assurance testing as specifically set forth in this Section or in written attachments signed by both parties.

Payment Terms

Client shall pay Baker fees in accordance with the following terms:

All payments are due in United States Dollars unless otherwise agreed in writing. Baker shall provide invoices itemizing services and expenses. Client shall pay undisputed invoices within the time specified above. Disputed portions shall be resolved promptly and the undisputed portion shall remain payable.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within fifteen (15) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and non-cancellable commitments incurred prior to termination. Upon termination, Baker shall deliver to Client all completed deliverables and work in progress and shall deliver an invoice for any unpaid fees and reimbursable expenses.

Confidentiality

Each party acknowledges that in the performance of this Agreement it may receive or have access to confidential information of the other party ("Confidential Information"). Confidential Information shall include nonpublic business information, recipes, formulations, customer lists, pricing, intellectual property, trade secrets, and any information designated as confidential or that reasonably should be understood to be confidential.

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) use the Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was known to the receiving party prior to disclosure as evidenced by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party’s Confidential Information.

Insurance; Compliance

Baker shall maintain, at Baker’s expense, commercial general liability insurance and, where applicable, product liability and workers’ compensation insurance sufficient to cover Baker’s obligations under this Agreement. Baker shall comply with all applicable food safety, health, sanitation and licensing requirements in performing the Services.

Indemnification; Limitation of Liability

Each party (Indemnitor) shall indemnify and hold harmless the other party (Indemnitee) from and against any third-party claims, liabilities, losses or expenses arising out of the Indemnitor's gross negligence, willful misconduct or breach of this Agreement. Baker's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Baker under this Agreement for the six (6) months preceding the claim. Neither party shall be liable for incidental, consequential, special, or punitive damages except in cases of willful misconduct or gross negligence.

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 conflicts of law rules. The parties shall attempt in good faith to resolve disputes amicably prior to pursuing litigation.

Entire Agreement; Amendments

This Agreement, together with any written attachments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written. Any amendments or modifications must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Relationship of the Parties: Baker is an independent contractor and not an employee, agent, or partner of Client. Nothing in this Agreement shall create an employment relationship, joint venture, or partnership.

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

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

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