Business Services KFC

BUSINESS SERVICES AGREEMENT — KFC

This Business Services Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client operates quick service restaurant franchised locations under the KFC brand and requires business services related to operations, logistics, and/or marketing; and

WHEREAS, Service Provider possesses specialized expertise and personnel capable of performing the services described in this Agreement and is willing to perform such services for the Client on the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

1. Scope of Work

Service Provider shall perform the services described below (the Services). The Services shall be performed in a professional manner consistent with industry standards and any applicable franchise or brand requirements provided by Client.

2. Payment Terms

Client shall pay Service Provider for the Services in accordance with the fees and schedule set forth below. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

All undisputed invoices not paid within the agreed payment period shall accrue the Late Fee set forth above. Client retains the right to withhold payment for disputed amounts pending good-faith resolution; undisputed portions remain payable.

3. Term and Termination

This Agreement commences on Contract Start Date: and continues until Contract 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 at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach remains uncured thirty (30) days after receipt of written notice specifying the breach.

4. Confidentiality

Each party (the Receiving Party) shall hold in strict confidence and not disclose to any third party Confidential Information of the Disclosing Party. "Confidential Information" means non-public business, financial, technical, operational and marketing information disclosed under this Agreement and any materials designated as confidential or which a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall not include information that (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) was already known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

The Receiving Party shall use at least the same degree of care to protect such Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Upon termination of this Agreement, the Receiving Party shall promptly return or destroy the Disclosing Party's Confidential Information as requested.

5. Insurance and Indemnification

Service Provider shall maintain insurance appropriate to the Services performed, including general liability and, where applicable, professional liability and workers' compensation. Service Provider agrees to indemnify, defend and hold harmless Client and its affiliates, officers, directors and employees from and against any third-party claims arising out of Service Provider's gross negligence, willful misconduct or breach of this Agreement, except to the extent such claims arise from Client's negligence or willful misconduct.

6. Governing Law

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 consent to the exclusive jurisdiction of the state and federal courts located within that state for any disputes arising out of or relating to this Agreement.

7. Entire Agreement; Amendment

This Agreement, including any exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and understandings, whether written or oral. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

8. Notices

All notices, requests, demands and other communications 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 notice in accordance with this Section. Notice shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested.

9. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Client may assign to an affiliate or to a successor in interest in connection with a sale of substantially all of its business assets.

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