Foodservice Agreement

FOODSERVICE AGREEMENT

This Foodservice Agreement ("Agreement") is entered into as of by and between Provider: and Client: . The parties agree as follows.

RECITALS

WHEREAS, Provider is engaged in the business of preparing and serving food and related services and possesses the personnel, equipment and expertise to perform foodservice operations in accordance with applicable health and safety standards; and

WHEREAS, Client operates the facility or event located at: and desires to engage Provider to provide foodservice in accordance with the terms set forth herein; and

WHEREAS, Provider and Client wish to set forth their respective rights and obligations in writing.

1. SCOPE OF WORK

Provider shall furnish food, beverages, personnel, equipment and support services (collectively, the "Services") in accordance with the specifications and schedule set forth below and as may be reasonably required for proper performance. Provider shall provide the Services in a professional manner consistent with industry standards, comply with all applicable health codes, and maintain all required licenses and permits.

2. PAYMENT TERMS

Client shall pay Provider the fees set forth below for the Services. Fees shall be exclusive of applicable taxes unless otherwise stated.

Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall be responsible for reasonable collection costs and attorneys' fees. Late fee rate:

Client shall reimburse Provider for pre approved, reasonable out-of-pocket expenses directly incurred in the performance of Services. Estimated reimbursable expenses and approval process:

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the desired termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the breach, or immediately for breaches that present an imminent threat to health or safety.

Upon termination, Provider shall be entitled to payment for Services performed and reasonable costs incurred through the effective date of termination. Client shall return Provider property and pay any unpaid amounts within 30 days of termination.

4. CONFIDENTIALITY

Each party shall maintain in confidence and shall not disclose to any third party any non-public information disclosed by the other party in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that (a) is or becomes generally available to the public other than by breach hereof; (b) was lawfully in the receiving party's possession without restriction prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party may disclose Confidential Information to its employees, agents and subcontractors on a need-to-know basis for performance of this Agreement, provided such persons are bound by confidentiality obligations at least as protective as those herein. Upon expiration or termination of this Agreement, or upon written request, Confidential Information and all copies shall be returned or destroyed, except to the extent retention is required by law.

5. INSURANCE, HEALTH AND SAFETY

Provider shall maintain, at its expense, commercial general liability insurance with limits of not less than per occurrence and workers' compensation as required by law. Provider shall provide certificates of insurance upon request and shall name Client as an additional insured with respect to liabilities arising out of Provider's performance.

Provider warrants that it will comply with all applicable food safety laws, regulations and industry standards, including proper food handling, storage, temperature control and allergen protocols. Provider shall promptly notify Client of any recall or food safety incident.

6. EQUIPMENT, STAFFING AND PREMISES

Unless otherwise agreed in writing, Provider shall supply kitchen equipment, serviceware and staffing necessary to perform the Services. Provider is responsible for the supervision, training and compensation of its employees. Client shall provide adequate access to the premises, utilities, storage and reasonable workspace as required for performance.

7. INDEMNIFICATION

Each party (the "Indemnitor") shall defend, indemnify and hold harmless the other party, its officers, directors and employees (the "Indemnitee"), from and against any third-party claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnitor's negligence, willful misconduct or breach of this Agreement; provided, however, that Provider's indemnity obligations shall not apply to the extent that a claim arises from Client's negligence or willful misconduct.

8. WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that Services will be performed in a professional and workmanlike manner in accordance with accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THE PRECEDING SENTENCE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES except for liability arising from gross negligence or willful misconduct.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. Any dispute arising under or relating to this Agreement shall be resolved in the state or federal courts located in that state.

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

11. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

Notices under this Agreement shall be in writing and delivered to the address of the other party provided in writing. Billing and payment notices to Client shall be sent to:

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