Kitchen Equipment Tap Agreement

KITCHEN EQUIPMENT TAP AGREEMENT

Agreement Date:

Parties

Recitals (WHEREAS)

WHEREAS, Provider represents that Provider owns, leases, or otherwise controls the kitchen equipment tap system and related fixtures described in this Agreement (the "Equipment") and is duly experienced in the installation, commissioning, and maintenance of such systems; and

WHEREAS, Client operates the Premises and desires Provider to install, commission, and supply the Equipment at the Premises for use in Client's food/beverage service operations under the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Installation Start Date:    Installation Completion Date (estimated):

Payment Terms

Monthly Service Fee (if applicable):    Or Revenue Share Percentage:

Late Fee: per month on overdue balances    Minimum Late Charge:    Grace Period:

Term and Termination

Term Commencement Date:    Term Expiration Date:

Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice describing the breach.

Equipment Removal: Upon expiration or termination, ownership of the Equipment shall remain with Provider unless otherwise expressly transferred in writing. If Provider elects to remove the Equipment, Provider shall restore the Premises to the condition reasonably required by Client, ordinary wear and tear excepted, unless parties agree otherwise in writing.

Maintenance, Repair and Insurance

Maintenance Responsibility: Provider shall perform routine maintenance and repairs to keep the Equipment in good working order as described in the Scope of Work. Client shall promptly notify Provider of any malfunction. Provider shall respond to service calls within the timeframes set forth in the Scope of Work.

Insurance: Each party shall maintain insurance coverage appropriate to its activities hereunder. Provider shall maintain liability insurance covering installation and operation of the Equipment and shall name Client as an additional insured with respect to Provider's operations at the Premises where required by written agreement.

Confidentiality

Definition: "Confidential Information" means nonpublic business, technical, financial, pricing, or operational information disclosed by one party to the other in connection with this Agreement, whether disclosed orally or in writing.

Obligations: Each party shall hold Confidential Information of the other in strict confidence, use such information solely for performance under this Agreement, and not disclose it to third parties except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Exceptions: The foregoing obligations shall not apply to information that (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party not known to be bound by confidentiality obligations; or (d) is required to be disclosed by law, provided the disclosing party is given prompt notice to seek protective relief.

Indemnification and Liability

Indemnification: Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party, its officers, directors and employees (the "Indemnitee"), from and against any losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of the Indemnitor's negligence, willful misconduct or breach of this Agreement, except to the extent caused by the Indemnitee's negligence or willful misconduct.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or a party's indemnification obligations under this Agreement, neither party shall be liable to the other for consequential, special, incidental or punitive damages, and neither party's aggregate liability shall exceed the amounts paid or payable under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Any action to enforce or interpret this Agreement shall be brought exclusively in the state or federal courts located in the county where the Premises are located.

Entire Agreement; Amendment

Entire Agreement: This Agreement, together with any attached exhibits or schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

Amendment: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

Assignment: Neither party may assign this Agreement or any rights hereunder 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 Provider's assets.

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be deemed to create a partnership, joint venture, or employer-employee relationship.

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