Restaurant Bistro Agreement

RESTAURANT BISTRO AGREEMENT

This Restaurant Bistro Agreement (the Agreement) is entered into as of by and between:

Owner Name:     Address:

Operator Name:     Address:

RECITALS

WHEREAS, Owner is the lawful owner of the premises located at (Premises); and

WHEREAS, Operator is engaged in the business of operating restaurants and bistros and desires to operate a bistro at the Premises under the terms set forth in this Agreement; and

WHEREAS, Owner and Operator wish to set forth the terms and conditions under which Operator will operate the bistro.

SCOPE OF WORK

Operator shall operate a full-service bistro at the Premises providing food and beverage services, including but not limited to food preparation, table service, takeout, delivery coordination, and related retail services in accordance with applicable laws, health codes, and the standards described below. Specific duties and responsibilities are as follows:

PAYMENT TERMS

All payments shall be made in lawful currency and are non-refundable unless expressly provided in this Agreement. Operator shall provide an itemized monthly statement of gross sales and any reconciliations required by Owner within five (5) business days following the end of each calendar month where revenue sharing applies.

TERM AND TERMINATION

Term Commencement Date:     Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Owner may terminate immediately for serious violations of health or safety laws, or if Operator's actions imminently threaten the Premises or public safety.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means proprietary business information, trade secrets, recipes, supplier lists, pricing, customer lists, financial information, marketing plans, and other non-public information disclosed by one party to the other, whether disclosed orally or in writing. Operator and Owner each agree:

(a) To hold Confidential Information in strict confidence and not to disclose it to any third party without prior written consent; (b) to use Confidential Information solely for performance under this Agreement; and (c) to take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information shall not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure; or (iii) is rightfully obtained without restriction from a third party.

The obligations of confidentiality survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. Each party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm and that equitable relief may be sought in addition to any other remedies.

COMPLIANCE, INSURANCE, AND PERMITS

Operator shall, at its sole cost and expense, obtain and maintain all licenses, permits, health department approvals, and insurance required to operate the bistro. Operator shall maintain general liability and product liability insurance with limits acceptable to Owner and provide certificates of insurance upon request. Operator shall comply with all applicable laws, regulations, and health and safety requirements.

INDEMNIFICATION

Operator shall indemnify, defend, and hold harmless Owner and its affiliates from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Operator's operations, negligence, willful misconduct, or breach of this Agreement. Owner shall indemnify Operator to the extent required by law for liabilities arising from Owner's negligence or willful misconduct.

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.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties relating to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, and representations, whether written or oral. No amendment or modification shall be effective unless in writing and signed by both parties.

NOTICES

Notices shall be in writing and delivered by hand, certified mail, or recognized overnight courier and shall be effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties acknowledge that their respective employees and independent contractors are not agents of the other party for purposes of employment law, taxation, or benefits unless otherwise agreed in writing.

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