Meal Plan for Metabolic Meals

MEAL PLAN AGREEMENT FOR METABOLIC MEALS

Parties

Client Name:

Provider Name:

Recitals

WHEREAS, Provider operates a professional meal planning and delivery service tailored to metabolic health and nutritional goals, and has the experience and resources to prepare, package, and deliver meals consistent with individualized metabolic meal plans;

WHEREAS, Client desires to retain Provider to prepare and supply meals pursuant to the specifications and schedule set forth in this Agreement and Provider agrees to provide those services under the terms and conditions stated herein;

WHEREAS, the parties intend to set forth their respective rights and obligations, including payment, confidentiality, term, and termination provisions, in this written Agreement.

Scope of Work

Provider shall design, prepare, package, and deliver meals described in the Client's metabolic plan. The specific meals, portion sizes, caloric targets, macronutrient distribution, and delivery frequency are detailed below and in the attached meal specification to this Agreement.

Payment Terms

Client shall pay Provider for services rendered in accordance with the schedule and amounts set forth below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Late payments 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, including attorneys' fees, incurred by Provider in enforcing payment obligations.

If the payment method is recurring, Client authorizes Provider to charge the payment method provided until the Agreement is terminated in accordance with the Term and Termination provisions below.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated as provided herein. Either party may terminate this Agreement for material breach if the breaching party fails to cure within the Notice Period following receipt of written notice.

Upon termination, Client shall pay Provider for all services performed through the effective date of termination. Provider may suspend deliveries for nonpayment or for Client's failure to disclose material allergy or medical information affecting meal preparation.

Confidentiality

Each party acknowledges that, in connection with this Agreement, it may receive Confidential Information of the other party. “Confidential Information” means proprietary business information, formulas, client health data, pricing, and any nonpublic operational materials. The receiving party shall (a) use Confidential Information solely to perform obligations under this Agreement, (b) restrict disclosure to employees and contractors with a legitimate need to know and who are bound by confidentiality obligations, and (c) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that is or becomes publicly known through no breach by the receiving party, or is independently developed by the receiving party without reference to the disclosing party's Confidential Information, or is required to be disclosed by law provided the disclosing party is given prompt notice and opportunity to seek protective measures.

Representations and Warranties; Dietary Disclaimer

Provider warrants that meals will be prepared in accordance with prevailing food safety standards and in material conformance with the specifications agreed in writing. Client represents and warrants that Client has disclosed all known allergies, dietary restrictions, and medical conditions that may affect meal composition. Provider is not a medical professional and Client should consult Client's healthcare provider regarding any medical or dietary concerns. Provider's liability for claims arising from failure to disclose allergies or medical conditions shall be limited as set forth in the Limitation of Liability provision below.

Limitation of Liability

Except for liability arising from Provider's gross negligence or willful misconduct, Provider's total aggregate liability arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the three (3) months preceding the event giving rise to the claim. In no event shall Provider be liable for special, incidental, punitive, or consequential damages, including loss of profits.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles. Venue for any dispute arising under this Agreement shall be in the state or federal courts located in the county where Provider's principal place of business is located, unless the parties mutually agree otherwise in writing.

Entire Agreement; Amendments

This Agreement (including any attachments or meal specifications signed by the parties) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications. No amendment or modification of this Agreement shall be binding unless executed in writing by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice. Notices shall be effective upon personal delivery, three (3) days after deposit in the U.S. mail with first-class postage prepaid, or one (1) day after delivery to a reputable overnight courier.

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