Business Services KFC Agreement

BUSINESS SERVICES KFC AGREEMENT

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

Parties

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing specialized operational and business support services including but not limited to supply chain coordination, store operations consulting, and workforce training; and

WHEREAS, KFC Party seeks to retain Service Provider to perform such services at the locations and upon the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services described below (the "Services") in accordance with the standards of care and performance customary in the industry and as set forth in this Agreement.

2. Payment Terms

In consideration for the performance of the Services, KFC Party shall pay Service Provider as set forth below. Payments shall be made in United States dollars unless otherwise agreed in writing.

If any undisputed amount due is not paid within days after the due date, KFC Party shall pay interest at the lesser of per month or the maximum rate permitted by law. In addition, Service Provider may suspend Services after providing written notice and a ten (10) day cure period for payment default.

3. Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve KFC Party of its obligation to pay for Services performed through the date of termination and for reasonable wind-down costs incurred by Service Provider.

4. Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any non-public, proprietary or confidential information of the other party (the "Disclosing Party") disclosed in connection with this Agreement, including business plans, customer lists, pricing, technical data and operational procedures ("Confidential Information"), except as expressly permitted herein. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is rightfully received by the Receiving Party from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement, shall restrict access to employees, contractors and agents with a need to know, and shall implement commercially reasonable administrative, technical and physical safeguards to protect Confidential Information. Upon termination of this Agreement, the Receiving Party shall promptly return or destroy Confidential Information as directed by the Disclosing Party and certify such return or destruction in writing upon request.

5. Representations, Warranties and Liability

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. THE FOREGOING WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except for willful misconduct or gross negligence, neither party shall be liable to the other for any lost profits or consequential, incidental, punitive or special damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total compensation paid or payable to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

6. Compliance; Insurance

Service Provider shall comply with all applicable laws, regulations and KFC Party policies made available in writing. Service Provider shall maintain, at its expense, insurance coverage customary for the services provided, including commercial general liability and, where applicable, professional liability, and shall provide certificates upon request.

7. Governing Law and 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 law principles. The parties shall first attempt to resolve disputes through good faith negotiation. If unresolved, disputes shall be finally resolved by binding arbitration in the county that is mutually agreed, conducted under the applicable rules of arbitration, and judgment on the award may be entered in any court of competent jurisdiction.

8. Entire Agreement; Amendments

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment, modification or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

9. Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that KFC Party may assign to an affiliate or in connection with a sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice.

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