Legal Gourmet Agreement

LEGAL GOURMET AGREEMENT

This Legal Gourmet Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: with principal address Client Address: , and Service Provider Name: with principal address Provider Address:

Recitals

WHEREAS, Client desires to retain Provider to perform culinary services tailored to legal industry events, meetings, and consultations as more particularly described in this Agreement; and

WHEREAS, Provider represents that it possesses the experience, personnel, and facilities necessary to provide such culinary services, including compliance with confidentiality and dietary requirements applicable to legal settings; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will supply such services to Client.

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

1. Definitions

1.1 "Services" means the culinary and attendant services to be provided by Provider as set forth in Section 2 and Schedule A. 1.2 "Deliverables" means all meals, menus, ingredient lists, recipes, and written materials delivered to Client in connection with the Services.

2. Scope of Services

Provider shall perform the Services described in the Scope of Services below and in any attached schedule. Provider shall supply all culinary personnel, equipment (unless otherwise agreed), and consumables necessary to perform the Services, subject to Client approvals where indicated.

3. Fees, Expenses, and Payment

3.1 Fees. Client shall pay Provider fees in accordance with the rates set forth below. All fees are exclusive of applicable taxes and are payable in accordance with the invoice terms.

3.2 Expenses. Client will reimburse Provider for pre-approved out-of-pocket expenses incurred in performing the Services upon presentation of receipts. 3.3 Late Payment. Any amounts unpaid when due shall accrue interest at the lesser of 1.5% per month or the highest rate permitted by applicable law.

4. Term and Termination

4.1 Term. The term of this Agreement shall commence on the Effective Date and continue until completion of the Services unless earlier terminated as provided below. 4.2 Termination for Convenience. Either party may terminate this Agreement upon written notice to the other party at least days prior to the effective date of termination.

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

5. Confidentiality

5.1 Confidential Information. Each party shall maintain in confidence all non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential under the circumstances, including client lists, case materials, dietary restrictions, and event details. 5.2 Use and Disclosure. Confidential Information shall be used solely for the performance of this Agreement and shall not be disclosed to third parties except to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

6. Intellectual Property

6.1 Provider Materials. Provider retains ownership of all proprietary materials, recipes, and methodologies developed prior to or independently of this Agreement. Provider grants Client a limited, non-exclusive, non-transferable right to use Deliverables solely for Client’s internal use in connection with the Services.

6.2 Work Product. To the extent any Deliverable constitutes a work made for hire under applicable law, ownership shall vest in Client upon full payment. If any Deliverable does not qualify as a work made for hire, Provider hereby assigns to Client all right, title and interest in such Deliverable upon receipt of full payment.

7. Representations and Warranties

Each party represents and warrants that it has the full right and authority to enter into and perform its obligations under this Agreement and that performance will comply with all applicable laws, rules and regulations. Provider further warrants that food provided will be prepared in accordance with applicable health and safety standards and any dietary restrictions disclosed in writing by Client.

8. Indemnification

Provider shall indemnify and hold Client harmless from and against any claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of Provider's gross negligence, willful misconduct, or breach of its representations and warranties. Client shall indemnify Provider for claims arising from Client's negligence, willful misconduct, or breach of this Agreement.

9. Limitation of Liability

Except for liability resulting from a party’s gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, punitive or special damages. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the year period preceding the claim.

10. Compliance, Safety and Insurance

Provider shall comply with all applicable health, safety and food-handling laws and shall maintain insurance coverage customary and adequate for the Services, including commercial general liability and workers' compensation as required by law. Upon request, Provider will furnish certificates of insurance evidencing such coverage.

11. Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other addresses as a party may designate by notice. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

12. Amendments and Waiver

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any right shall not constitute a waiver of that right.

13. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be modified to the minimum extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect.

14. 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 laws principles.

15. Entire Agreement

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

16. Counterparts; Execution

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. Signatures delivered by electronic means shall be valid and binding.

17. Additional Provisions

The parties acknowledge that certain events may require additional staffing, security clearance for on-site law offices, or adjusted menus to accommodate confidentiality. Any such accommodations will be documented in writing and billed in accordance with Section 3.

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