Dining Club Contract

DINING CLUB CONTRACT

This Dining Club Contract ("Agreement") is made as of Effective Date: , by and between Club Name: , with principal address at Club Address: (the "Club"), and Member Name: , residing at Member Address: (the "Member"). Club and Member are each a "Party" and together the "Parties".

RECITALS

WHEREAS, the Club operates a members-only dining program providing curated meals, events, and reservation priority to enrolled members under defined terms; and

WHEREAS, the Member desires to obtain the dining privileges and benefits offered by the Club and agrees to pay the fees and comply with the Club's rules described in this Agreement; and

WHEREAS, the Parties intend that the terms set forth herein govern the rights and obligations between them with respect to the Club membership.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Membership" means the right of the Member to access dining events, reservation services, and discounts as set forth in Section 3. "Club Premises" means the physical locations at which the Club hosts events. Terms defined in this Agreement shall have those meanings when used herein.

2. TERM

2.1 Term. The initial term of this Agreement shall commence on Start Date: and shall continue for Term (months): unless earlier terminated as provided in Section 10.

2.2 Renewal. This Agreement will automatically renew for successive periods of the same duration unless either Party provides written notice of non-renewal at least 30 days prior to the end of the then-current term.

3. MEMBERSHIP BENEFITS

3.1 Benefits. During the Term, Member shall be entitled to: (a) attendance at Club-hosted dinners and tastings subject to reservation and capacity; (b) priority reservation access for specified events; and (c) discounts on select menu items and partner events as described in the Club's published benefits schedule.

3.2 Limitations. Benefits are non-transferable except as expressly permitted in writing by the Club. The Club may modify event programming or benefits upon 30 days' written notice if such modifications do not materially diminish the core dining privileges.

4. FEES AND PAYMENT

4.1 Fees. Member agrees to pay an Initiation Fee: and a Recurring Fee per billing cycle: as compensation for Membership.

4.2 Billing Cycle and Method. Billing Cycle: . Payment Method (check applicable): Credit Card Bank Transfer Check

4.3 Late Payment. Fees not received within ten (10) days of the due date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and the Club may suspend Member privileges until all amounts due are paid in full.

4.4 Taxes. Member is responsible for all sales, value-added, and other taxes imposed on fees, unless otherwise stated.

5. RESERVATIONS AND CANCELLATION

5.1 Reservations. Member shall make reservations in accordance with the Club's reservation procedures. Reservation Requests shall include the date of the event and number of seats. The Club will confirm reservations subject to availability.

5.2 Cancellation. Cancellations received less than Cancellation Window (hours): prior to an event may be subject to a Cancellation Fee: . Repeated late cancellations may result in suspension or termination of Membership.

6. MEMBER OBLIGATIONS AND CONDUCT

6.1 Conduct. Member shall conduct himself or herself in a manner consistent with the Club's standards. The Club may refuse service or remove any individual for disorderly, abusive, or unlawful conduct.

6.2 Allergies and Health. Member is responsible for informing the Club of any food allergies or dietary restrictions. The Club will make reasonable efforts to accommodate but shall not be liable for allergic reactions.

7. CONFIDENTIALITY

7.1 Confidential Information includes proprietary recipes, member lists, pricing structures, and other non-public information disclosed by the Club. Member shall not disclose Confidential Information to third parties and shall use such information only for purposes permitted by the Club.

7.2 Exceptions. Confidentiality obligations shall not apply to information that is or becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by law, provided the disclosing Party gives prompt notice to the other Party where permitted.

8. INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1 Indemnification. Member shall indemnify, defend and hold harmless the Club, its officers, employees and agents from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Member's negligence, willful misconduct, or breach of this Agreement.

8.2 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct, or Member's breach of Section 8.1, the Club's aggregate liability under or in connection with this Agreement shall not exceed the total fees paid by Member to the Club during the twelve (12) months preceding the claim.

9. TERMINATION

9.1 For Cause. Either Party may terminate this Agreement for material breach by the other Party that remains uncured thirty (30) days after written notice specifying the breach.

9.2 For Convenience. The Club may terminate membership for convenience upon sixty (60) days' written notice. Member may not terminate for convenience during an initial non-cancellable period if one is specified by the Club and agreed in writing.

9.3 Effect of Termination. Upon termination, Member shall remain responsible for all fees accrued through the effective date of termination. Sections surviving termination include Confidentiality, Indemnification, and Limitation of Liability.

10. NOTICES

All notices under this Agreement shall be in writing and shall be deemed given when delivered in person, by certified mail (return receipt requested), or by overnight courier to the addresses below (or such other address as a Party designates by notice):

11. AMENDMENTS, WAIVER AND COUNTERPARTS

11.1 Amendments. No amendment to this Agreement shall be effective unless made in writing and signed by both Parties.

11.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought. A waiver of any breach shall not constitute a waiver of any subsequent breach.

11.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction governing the Club's principal place of business without regard to conflict of law principles.

12.2 Entire Agreement. This Agreement, together with any schedules or attachments executed by the Parties, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings, both written and oral.

12.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it valid and enforceable.

13. MISCELLANEOUS

13.1 Assignment. Member may not assign or delegate any rights or obligations under this Agreement without the prior written consent of the Club. The Club may assign this Agreement to an affiliate or successor in interest.

13.2 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

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