Meal Analytics Agreement

MEAL ANALYTICS AGREEMENT

This Meal Analytics Agreement (the "Agreement") is entered into as of by and between Provider: ("Provider") and Client: ("Client").

WHEREAS

WHEREAS, Provider develops and operates data analytics services and models specifically designed to analyze meal program performance, customer preferences, nutritional metrics, and operational efficiency ("Meal Analytics"); and

WHEREAS, Client operates meal services and desires to obtain Meal Analytics services from Provider under the terms set forth in this Agreement; and

WHEREAS, the parties intend to define the scope, fees, confidentiality, ownership, and other terms governing Provider's delivery and Client's use of Meal Analytics.

SCOPE OF WORK

Provider will perform the analytics services described below. Services include data ingestion, cleansing, modeling, dashboard generation, monthly reports, and advisory sessions as required to interpret results. Specific deliverables, performance metrics, and acceptance criteria are set forth in the Scope of Work field below.

PAYMENT TERMS

Client shall pay Provider fees for services as follows. All fees are payable in United States Dollars unless otherwise agreed in writing. Provider will invoice Client in accordance with the schedule below.

Overdue amounts shall accrue interest at (or the maximum permitted by law) from the due date until paid in full. In addition, Client shall reimburse Provider for reasonable collection costs and attorneys' fees incurred to collect late payments.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience with written notice to the other party not less than days prior to the effective termination date. For material breach, the non-breaching party may terminate if the breaching party fails to cure the breach within days after written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient") 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, including business plans, pricing, customer data, ingest schemas, and analytics results.

Recipient shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors, and agents on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with reasonable care, not less than the care it uses for its own similar information. Confidential Information shall not include information that is: (i) publicly known through no breach by Recipient; (ii) rightfully received from a third party without obligation of confidentiality; (iii) independently developed by Recipient without use of Discloser's Confidential Information; or (iv) required to be disclosed by law, provided Recipient gives prompt notice and cooperates to seek protective measures.

Provider may, subject to the confidentiality obligations above, use aggregated and de-identified analytics results for its internal research and product development and for benchmarking purposes so long as such use does not reasonably permit re-identification of Client or its customers.

DATA OWNERSHIP AND LICENSE

Client retains sole ownership of raw Client Data provided to Provider. Provider retains ownership of its pre-existing tools, models, algorithms, and any improvements thereto. Provider grants Client a non-exclusive, non-transferable license to access and use delivered analytics and reports for Client's internal business purposes during the Term, subject to payment of fees and compliance with this Agreement.

SECURITY

Provider will implement and maintain reasonable administrative, physical, and technical safeguards appropriate to the sensitivity of Client Data. Provider shall promptly notify Client of any unauthorized access to or disclosure of Client Data and shall assist Client in investigating and responding to the event.

LIMITATION OF LIABILITY AND INDEMNITY

Except for breach of confidentiality or indemnification obligations, neither party shall be liable for indirect, incidental, special, or consequential damages. Provider's aggregate liability 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 in the twelve (12) months preceding the claim. Client shall indemnify and hold Provider harmless from third-party claims arising from Client's misuse of analytics or Client Data.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the following addresses for each party.

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. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments and statements of work executed under it, constitutes the entire agreement between the parties with respect to Meal Analytics and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. Any modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an acquirer of substantially all of its business or assets without consent. If any provision of this Agreement is held invalid, the remaining provisions shall continue in full force and effect.

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