Restaurant Menu Teriyaki Madness

RESTAURANT MENU DEVELOPMENT AND SUPPLY AGREEMENT — TERIYAKI MADNESS

This Agreement is entered into as of by and between:

WHEREAS

WHEREAS, Restaurant is engaged in the operation of a quick-casual restaurant business under the name Teriyaki Madness and requires professional menu development, supply, and periodic updates for presentation to its customers;

WHEREAS, Contractor possesses the professional skill, personnel and resources to design, prepare, supply, and maintain the Restaurant's menu items, pricing structure, and accompanying descriptions and artwork;

WHEREAS, the parties desire to set forth the terms under which Contractor will provide menu development and supply services to Restaurant.

SCOPE OF WORK

Contractor shall perform menu development, testing, recipe standardization, price analysis, menu copywriting, and supply of printed and digital menu assets as described below. Contractor shall comply with Restaurant's applicable brand standards and health and safety requirements.

MENU ITEMIZATION

The parties agree the initial menu will contain the items listed below. Contractor will prepare menu copy, pricing guidance, and allergen/dietary flagging for each listed item.

PAYMENT TERMS

In consideration for Contractor's services, Restaurant shall pay Contractor in accordance with the following terms.

All fees are exclusive of applicable taxes. Contractor shall submit written invoices in the manner specified by Restaurant. If payments are late, Contractor may suspend deliverables following seven (7) days' written notice of default.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Restaurant of payment obligations for services performed and accepted prior to the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information from the other. "Confidential Information" includes, without limitation, recipes, pricing models, supplier lists, customer data, and marketing strategies. Both parties shall (i) use Confidential Information solely for performance under this Agreement; (ii) protect Confidential Information with at least the same degree of care as their own confidential materials; and (iii) not disclose Confidential Information except to employees or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations shall survive termination for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secret under applicable law.

INTELLECTUAL PROPERTY; LICENSE

Contractor retains ownership of pre-existing intellectual property and tools. Upon full payment, Contractor grants Restaurant a non-exclusive, royalty-free license to use the delivered menu text, artwork, and templates for Restaurant's operations. Contractor warrants that deliverables do not infringe third-party rights and shall indemnify Restaurant for direct infringement claims arising from Contractor-provided content.

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 law principles.

LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Contractor's aggregate liability for any claim arising out of this Agreement shall not exceed the total fees paid by Restaurant to Contractor under this Agreement during the six (6) month period preceding the claim.

ENTIRE AGREEMENT

This Agreement, including all attachments and executed work orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, and agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses set forth above. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

By signing below, each party represents and warrants that the person signing has authority to bind the respective party to this Agreement.

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