Food Service License Agreement

FOOD SERVICE LICENSE AGREEMENT

This Food Service License Agreement ("Agreement") is entered into as of (the "Effective Date"), by and between Licensor: , a Individual Corporation LLC , with principal address , and Licensee: , a Individual Corporation LLC , with principal address .

RECITALS

WHEREAS, Licensor is the owner or lawful operator of the premises located at (the "Premises") and holds any applicable permits required for food service operations; and

WHEREAS, Licensee desires to obtain a non-exclusive license to operate food service activities at or from the Premises and Licensor is willing to grant such a license on the terms set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the license granted and the conduct of food service operations.

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

1. GRANT OF LICENSE

1.1 License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable license to prepare, sell and serve food and beverage at the Premises (the "Licensed Activities") during the Term described in Section 3. The license granted is limited to the specific areas of the Premises described as:

1.2 Permitted Use. Licensee shall only engage in Licensed Activities expressly permitted by this Agreement and in accordance with the Menu and Operational Plan attached to this Agreement and completed in the field below.

2. LICENSED PREMISES AND USE

2.1 Condition and Alterations. Licensee accepts the Licensed Area in its present condition and shall not make structural alterations, permanent improvements, or changes to the grease, waste, water, electrical, or ventilation systems without Licensor's prior written consent. Any permitted alterations shall become the property of Licensor unless otherwise agreed in writing.

2.2 Utilities and Waste. Licensee shall be responsible for the cost of utilities consumed by the Licensed Activities and for the proper disposal of food waste consistent with applicable law and Licensor's reasonable rules.

3. TERM

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue until , unless earlier terminated as provided herein. The Agreement may be extended only by written amendment signed by both parties.

4. FEES, PAYMENTS AND RECORDS

4.1 License Fee. In consideration for the license granted, Licensee shall pay Licensor a license fee in the amount of per , payable in advance on or before the day of each period.

4.2 Additional Charges. Licensee shall reimburse Licensor for any additional charges specified in writing, including but not limited to increased utilities, required repairs caused by Licensee, or fines imposed due to Licensee's noncompliance. Payments not made when due shall accrue interest at the rate of % per annum.

4.3 Records and Audit. Licensee shall maintain complete and accurate records of sales, inventory and health inspection reports related to the Licensed Activities for a period of three (3) years and shall permit Licensor or its designee to audit such records upon reasonable prior notice and during normal business hours.

5. INSURANCE AND INDEMNITY

5.1 Insurance. During the Term, Licensee shall, at its expense, maintain commercial general liability insurance including product liability coverage with limits not less than per occurrence and name Licensor as an additional insured to the extent of Licensee's operations under this Agreement. Licensee shall provide Licensor with certificates of insurance prior to commencing operations.

5.2 Indemnity. Licensee shall indemnify, defend and hold harmless Licensor and its officers, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with Licensee's use of the Licensed Area, its employees, agents, contractors or invitees, or any breach of this Agreement by Licensee, except to the extent caused by Licensor's gross negligence or willful misconduct.

6. COMPLIANCE WITH LAWS AND HEALTH CODES

6.1 Regulatory Compliance. Licensee shall at all times comply with all applicable federal, state, and local statutes, ordinances, rules, regulations and health department requirements applicable to the operation of food service, including but not limited to licensing, food safety, sanitation, and employee hygiene standards.

6.2 Permits and Licenses. Licensee shall obtain and maintain all permits, certificates and licenses necessary for the conduct of the Licensed Activities, including health permits and food handler certifications. Licensee's failure to obtain or maintain required permits shall constitute a material breach of this Agreement.

7. INSPECTION AND ACCESS

7.1 Access. Licensor and authorized health or regulatory officials shall have the right to access the Licensed Area during normal business hours and at other reasonable times for the purpose of inspection, enforcement of this Agreement and ensuring compliance with applicable laws.

7.2 Correction of Defects. If inspection reveals conditions attributable to Licensee that pose a risk to public health or safety, Licensee shall promptly correct such conditions at its sole cost. If Licensee fails to correct such conditions within a reasonable time after notice, Licensor may suspend Licensee's operations until corrected and recover all costs incurred.

8. INTELLECTUAL PROPERTY

8.1 Trademarks and Trade Dress. Nothing in this Agreement grants Licensee any right, title or interest in Licensor's trademarks, trade dress or other intellectual property, except to the limited extent of using Licensor's marks in point-of-sale materials where specifically authorized in writing.

8.2 Proprietary Recipes. Any proprietary recipes or processes provided by Licensor remain Licensor's confidential property. Licensee shall not reproduce, disclose or use such proprietary information except as expressly permitted by this Agreement.

9. TERMINATION

9.1 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice specifying the breach. Termination for cause shall be without prejudice to any other remedies available at law or in equity.

9.2 Immediate Termination. Licensor may immediately suspend or terminate Licensee's license without cure if Licensee's operations create an imminent threat to health or safety, if Licensee operates without required permits, or upon the imposition of mandatory closure by a public health authority.

10. REMEDIES

10.1 Remedies Cumulative. The rights and remedies of Licensor and Licensee under this Agreement are cumulative and in addition to all other rights and remedies available at law or in equity, including injunctive relief for breaches likely to cause irreparable harm.

10.2 Liquidated Damages. If Licensee breaches its obligation to maintain required permits or otherwise causes a regulatory closure, Licensee shall be liable for liquidated damages in the amount of , which the parties agree is a reasonable estimate of Licensor's damages.

11. CONFIDENTIALITY

11.1 Confidential Information. Each party shall hold in confidence any non-public proprietary information disclosed by the other party in connection with this Agreement, including business plans, recipes, pricing and client lists, and shall not disclose such information to third parties except as required by law.

12. NOTICES

12.1 Method. All notices and communications required or permitted under this Agreement shall be in writing and delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or such other addresses as a party may designate by written notice.

13. AMENDMENT, WAIVER AND ASSIGNMENT

13.1 Amendment and Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party to exercise any right shall operate as a waiver of that right.

13.2 Assignment. Licensee shall not assign or transfer this Agreement or any rights hereunder without the prior written consent of Licensor, which consent shall not be unreasonably withheld; any attempted assignment without consent shall be void.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state in which the Premises are located without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the competent courts in that state for any dispute arising out of or relating to this Agreement.

15. ENTIRE AGREEMENT

This Agreement, together with any attachments and schedules signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

16. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the remaining provisions, which shall remain in full force and effect. The parties agree to replace any invalid provision with a valid provision that most closely approximates the parties' original intent.

17. 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. Delivery of an executed counterpart by electronic transmission shall be effective as delivery of a manually executed counterpart.

18. MISCELLANEOUS

18.1 Relationship of the Parties. The relationship of the parties is that of licensor and licensee. Nothing in this Agreement shall create a partnership, joint venture, employment relationship, or agency relationship.

18.2 Survival. The provisions of this Agreement that by their nature are intended to survive termination or expiration, including indemnity, confidentiality, and records retention obligations, shall so survive.

Sign Now