Coffee Shop Agreement

COFFEE SHOP AGREEMENT

This Coffee Shop Agreement (the "Agreement") is made and entered into as of Date: by and between Owner: , whose address for notices is , and Operator: , whose address for notices is .

WHEREAS

WHEREAS, Owner is the lawful owner or authorized manager of the premises located at (the "Premises"); and

WHEREAS, Operator is in the business of operating retail coffee shops and possesses the operational expertise, personnel, equipment, and licenses necessary to operate a coffee shop at the Premises; and

WHEREAS, Owner desires to engage Operator to operate a coffee shop on the Premises and Operator desires to operate the coffee shop on the terms and conditions set forth herein.

SCOPE OF WORK

Operator shall be responsible for all day-to-day operations of the coffee shop, including but not limited to staffing, menu development, inventory procurement, food and beverage preparation, point-of-sale operations, compliance with health and safety regulations, cleaning, and customer service. Owner shall provide the Premises and agreed-upon utilities as specified in this Agreement.

PAYMENT TERMS

Owner shall pay Operator the total Fee as compensation for the services described herein. Total Fee: .

Deposit (if any): . Invoices shall be due within days of receipt. Any undisputed past-due amount will accrue a late fee of per month (or the maximum permitted by law), calculated monthly on the outstanding balance.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Either party may terminate for material breach by the other party upon ten (10) days' written notice if the breach is not cured within such period. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations.

CONFIDENTIALITY

Each party acknowledges that during the term it may receive Confidential Information of the other party. "Confidential Information" includes pricing, sales figures, customer lists, recipes, proprietary processes, and other non-public information. A receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information except to employees or contractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein, and (c) not use Confidential Information for any purpose other than performance under this Agreement. Confidential Information does not include information that becomes publicly available through no fault of the receiving party, is independently developed, or is rightfully obtained from a third party without confidentiality obligations.

INSURANCE AND INDEMNIFICATION

Operator shall maintain commercial general liability insurance with limits of not less than per occurrence and shall name Owner as an additional insured as required by Owner. Operator shall provide certificates of insurance upon request.

Operator shall indemnify, defend and hold harmless Owner and its officers, directors and employees from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Operator's negligence, willful misconduct, or breach of this Agreement, except to the extent caused by Owner's negligence or willful misconduct.

OPERATIONS, PERMITS AND COMPLIANCE

Operator shall obtain, maintain and pay for all permits, licenses, inspections, and registrations required to operate the coffee shop, including health department approvals and food handlers permits. Operator shall comply with all applicable laws, codes, ordinances and regulations in the operation of the coffee shop.

EQUIPMENT, MAINTENANCE AND UTILITIES

Unless otherwise agreed in writing, Operator shall supply and maintain all mobile equipment, smallwares, and point-of-sale equipment. Owner shall be responsible for major building systems and utilities to the extent set forth in this Agreement. The parties shall document any fixtures or equipment provided by Owner in an attached inventory.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. This Agreement may be amended only by a written instrument signed by both parties.

NOTICES

MISCELLANEOUS

Assignment. Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that preserves the parties' intent.

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