Culinary Chef Units Contract

CULINARY CHEF UNITS CONTRACT

Parties

Recitals

WHEREAS, Client requires culinary staffing and related culinary services comprised of discrete chef units for specified events, long-term engagements, or recurring shifts; and

WHEREAS, Provider represents that Provider possesses the experience, personnel and certifications necessary to supply culinary chef units in accordance with the terms set forth in this Agreement; and

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

Scope of Work

Provider shall supply culinary chef units to perform professional culinary services including menu execution, food preparation, kitchen supervision, and other agreed duties. Provider shall ensure that all chef units assigned possess applicable certifications and have been briefed on site-specific rules and Client dietary restrictions.

Chef Units and Rates

Unit Description:

Rate per Unit: $ Number of Units: Estimated Total: $

Payment Terms

Client shall pay Provider the amounts set forth above in accordance with the payment schedule below. All payments are due in United States Dollars unless otherwise agreed in writing.

Late Fee: If any undisputed amount is not received by Provider within days after the due date, Client shall pay interest at or the maximum rate permitted by law, whichever is lower. Provider may suspend performance for overdue accounts after written notice.

Term and Termination

This Agreement commences on Commencement Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within days after written notice. Termination shall not relieve Client of payment obligations for services performed prior to termination nor for committed non-cancellable costs.

Confidentiality

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other. "Confidential Information" includes business operations, recipes and formulations, client lists, pricing, menu concepts, and other non-public information marked or treated as confidential. Each party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) restrict disclosure to employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that is publicly known through no fault of the receiving party, independently developed by the receiving party without use of the disclosing party's Confidential Information, or required to be disclosed by law with prior notice to the disclosing party.

Compliance; Insurance; Substitutions

Provider shall comply with all applicable health and safety laws, licensing, and food-safety requirements. Provider shall maintain insurance customary for the culinary services industry and shall provide certificates upon reasonable request. Substitutions of chef units require Client approval when such substitutions would reasonably affect service quality; Provider shall promptly replace unavailable units with equivalent personnel.

Indemnity and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other from claims arising from its negligence or willful misconduct in connection with this Agreement. Except for liability for bodily injury, willful misconduct, or indemnity obligations, neither party shall be liable for consequential, incidental or punitive damages and total aggregate liability shall not exceed the total amount paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Venue for any dispute shall be the state or federal courts located in the county specified by Client in their address above unless the parties agree otherwise in writing.

Entire Agreement and Amendment

This Agreement, including any schedules or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force. Neither party may assign this Agreement without the other's prior written consent except to an affiliate or successor in interest. Notices under this Agreement shall be in writing and delivered to the addresses set forth above.

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