Food Services Pantry Contract

Food Services Pantry Contract

This Food Services Pantry Contract (the Agreement) is made and entered into as of , by and between Pantry Operator: , with principal address (Pantry Operator), and Food Services Provider: , with principal address (Provider).

RECITALS (WHEREAS)

WHEREAS, Pantry Operator operates a community food pantry that accepts, stores and distributes prepared and non-prepared food items to persons in need; and

WHEREAS, Provider operates a food services operation capable of preparing, packaging and delivering safe food items in accordance with applicable food safety standards and wishes to supply certain prepared or perishable food items to Pantry Operator under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

SCOPE OF WORK

Provider shall prepare, package and deliver food items described above in accordance with the delivery schedule, portioning standards and labeling requirements set forth in this Agreement. Provider warrants that all food provided will be produced, handled and delivered in compliance with applicable health and safety laws and maintained at appropriate temperatures during transport and storage.

PAYMENT TERMS

Payment shall be made to Provider in accordance with the Payment Schedule upon receipt of a proper invoice. Invoices not disputed in writing within ten (10) business days shall be deemed accepted. Overdue amounts shall accrue the Late Payment Fee described above until paid in full. Provider shall maintain appropriate records of deliveries and invoices and shall make such records available to Pantry Operator for inspection upon reasonable notice.

TERM AND TERMINATION

This Agreement shall commence on , and shall continue until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within fifteen (15) business days after receipt of written notice specifying the breach. Termination for convenience by Pantry Operator requires the Notice Period above and reimbursement for reasonable costs incurred by Provider for confirmed orders in process at the time of notice.

CONFIDENTIALITY

Each party acknowledges that in the performance of this Agreement it may receive confidential information of the other party. Confidential information shall include non-public business information, donor lists, pricing, recipes and any consumer information obtained in connection with the Pantry operations. Each party agrees not to disclose Confidential Information to third parties except as required by law or as necessary to perform under this Agreement. Confidential Information shall not include information that (a) is or becomes publicly available other than through breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; or (c) is independently developed without use of the disclosing party's Confidential Information.

Provider may permit limited mention of its participation in Pantry Operator programs for fundraising and outreach if both parties consent in writing to the specific announcement. Consent may be withheld for confidentiality reasons.

INSURANCE, INDEMNIFICATION AND LIABILITY

Provider shall maintain, at its expense, commercial general liability insurance and product liability insurance in amounts reasonable for the services provided and shall name Pantry Operator as an additional insured with respect to claims arising from Provider's operations under this Agreement. Provider agrees to indemnify and hold harmless Pantry Operator, its officers, agents and volunteers from and against any claims, liabilities, damages or expenses arising out of Provider's negligent acts, willful misconduct, or breach of this Agreement, except to the extent caused by Pantry Operator's gross negligence or willful misconduct.

COMPLIANCE AND QUALITY CONTROL

Provider shall comply with all applicable federal, state and local laws, regulations and health department requirements governing food preparation, storage and distribution. Provider shall maintain appropriate temperature logs, supplier traceability records and ingredient declarations and shall permit Pantry Operator or its authorized representative to inspect records and facilities upon reasonable notice for quality assurance purposes.

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

This Agreement, including any exhibits or attachments expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals and understandings, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Pantry Operator may assign to an affiliated nonprofit or governmental entity without consent.

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