Restaurant Services Contracting

Restaurant Services Contracting Agreement

Parties and Effective Date

This Restaurant Services Contracting Agreement (the Agreement) is entered into effective as of (Effective Date), by and between:

Recitals

WHEREAS, Client operates a restaurant or food service establishment and requires specialized services including but not limited to catering operations, menu consulting, staff training, and on-site service management;

WHEREAS, Service Provider represents that it has the professional expertise, equipment, personnel, and licenses necessary to provide the services described in this Agreement and is willing to provide such services to Client under the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, compensation, confidentiality, and termination of the services.

Scope of Work

Service Provider shall perform the services described below at the location(s) and during the times agreed by the parties. Such services shall include all labor, supervision, materials, equipment, and management necessary to complete the described work in a professional manner.

Payment Terms

Client shall pay Service Provider in consideration for the services performed as set forth below. All amounts are payable in lawful currency and unless otherwise stated are exclusive of applicable taxes.

Invoices submitted by Service Provider are due and payable within days of receipt. Late payments shall incur interest at a rate of or the maximum rate permitted by law, whichever is lower. Client is responsible for any collection costs, including reasonable attorneys' fees, incurred by Service Provider in collecting past-due amounts.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate for material breach by the other party if the breaching party fails to cure such breach within days after written notice of such breach.

If checked, this Agreement will automatically renew for successive terms of unless either party provides written notice of non-renewal at least days prior to the expiration of the then-current term.

Confidentiality

Each party (Recipient) shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (Discloser) except as necessary to perform its obligations under this Agreement. "Confidential Information" includes business plans, recipes, menus, proprietary methods, pricing, customer lists, and any information marked or reasonably understood to be confidential.

The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully in Recipient's possession prior to disclosure; (c) is independently developed by Recipient without use of Discloser's Confidential Information; or (d) is rightfully obtained from a third party without restriction. Recipient may disclose Confidential Information as required by law or court order, provided Recipient gives Discloser prompt written notice to permit Discloser to seek protective relief.

The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Insurance, Compliance and Independent Contractor

Service Provider shall maintain at its expense all licenses, permits, and insurance required by applicable law for the performance of the services, including general liability and workers' compensation insurance. Service Provider shall comply with all applicable health, safety, and food handling laws and regulations while providing services.

Service Provider is an independent contractor and not an employee, partner, or agent of Client. Service Provider shall be solely responsible for payment of all taxes and benefits for its personnel.

Service Provider acknowledges and agrees that it is an independent contractor and shall indemnify Client for any claims arising from Service Provider's failure to comply with payroll or tax obligations.

Indemnification

Service Provider shall indemnify, defend and hold harmless Client and its affiliates, officers, directors and employees from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) Service Provider's negligent acts or omissions; (b) Service Provider's breach of this Agreement; or (c) any claim that the services or operations of Service Provider caused bodily injury, property damage, or foodborne illness, except to the extent caused by Client's gross negligence or willful misconduct.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If negotiations fail, disputes shall be resolved by binding arbitration conducted in the county where Client's principal place of business is located, or such other forum as the parties agree in writing.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

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