Food Service Chilli Bowl

Food Service Chilli Bowl — Service Agreement

Parties

This Agreement is entered into effective as of (Effective Date) between:

Recitals

WHEREAS, Client desires to obtain prepared food items described below for consumption and resale as part of Client's food service operations; and

WHEREAS, Service Provider operates a catering and prepared-food business known as Food Service Chilli Bowl and has the capability to supply, prepare and deliver the food items and related services requested by Client; and

WHEREAS, the parties wish to set forth the terms under which Service Provider will deliver services and Client will pay for such services.

Scope of Work

Service Provider shall prepare, package and deliver the food items and related service described below in accordance with specifications, quantities, and delivery schedule agreed by the parties. The Scope of Work includes compliance with applicable food safety and handling practices, temperature control during transport, and proper labeling of allergens.

Payment Terms

Client agrees to pay Provider the total contract price of for the goods and services described above.

Provider will invoice Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, all undisputed invoices are due and payable within days of invoice date.

Late Payment: Any amount not paid when due shall bear interest at the lesser of 1.5% per month or the maximum allowable by law, and Client shall reimburse Provider for reasonable collection costs, including attorney fees.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Either party may also terminate immediately for material breach if such breach remains uncured for more than 10 days after written notice of breach.

Upon termination, Client shall pay Provider for all accepted services performed and reasonable costs incurred through the effective date of termination.

Confidentiality

Each party acknowledges that it may receive confidential information of the other party. "Confidential Information" includes recipes, formulation methods, pricing, customer lists, specifications, and other non-public business information disclosed in connection with this Agreement. Each party shall: (a) use the Confidential Information only for the purposes of performing this Agreement; (b) restrict disclosure to employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care to protect the Confidential Information as it uses for its own confidential information, but in no event less than reasonable care.

Confidentiality Exceptions: Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, is lawfully received from a third party without restriction, or is independently developed without use of the other party's Confidential Information. If disclosure is compelled by law, the receiving party shall provide prompt written notice and cooperate to limit the disclosure.

Liability and Indemnification

Provider warrants that food supplied will be prepared in accordance with applicable health and safety requirements. Client shall promptly inspect delivered goods and notify Provider of any nonconformity within 24 hours. Except for gross negligence or willful misconduct, Provider's total liability for direct damages arising out of this Agreement shall be limited to the amounts actually paid by Client to Provider under this Agreement for the specific goods or services giving rise to the claim.

Each party shall indemnify, defend and hold harmless the other from third-party claims arising from that party's negligence, breach of this Agreement, or violation of law in connection with performance hereunder.

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 law principles.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior negotiations, proposals and representations, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice. Notice shall be effective upon receipt.

Additional Terms

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