Fill and Sign the Service Contracts Form

FOOD SERVICE MANAGEMENT AGREEMENT BETWEEN ______________________________ AND ______________________________ THIS AGREEMENT is made and entered into this day by and between ______________ hereinafter called the "Client", and ______________ , a corporation formed and existing under the laws of the State of ______________ , with its office and place of business in ______________ , ______________ , hereinafter called " ______________ ". WITNESSETH The parties agree and obligate themselves and successors and assigns as follows: 1. Term: The terms of this Agreement shall commence on the _____ day of ___________ , 20 ____ , and shall continue until the _____ day of ___________ , 20 ____ . This Agreement is automatically renewed at the termination date for successive one (1) year terms unless written notice is provided by either party to the other at least sixty (60) days prior to the expiration of the term then in effect. In the event any law of the applicable jurisdiction imposes any maximum term, this Agreement shall not be renewed beyond such maximum term. 2. Termination: Either party may terminate this Agreement with or without cause by giving sixty (60) days written notice to the other party of its intention to terminate this Agreement at the end of such sixty (60) days. 3. Notice: Any notice required or permitted to be given shall be in writing and shall be mailed by registered mail or personally delivered. A notice shall be deemed to be given three (3) days after it is mailed or upon receipt if personally delivered. Any notice to ______________ shall be addressed to: ______________ , ______________ , ______________ ; and in the case of the Client to: ______________ , ______________ , ______________ . Either party may change its address by giving ___ ( ___ ) days written notice to the other party. 4. Exclusive Right and Use of Facilities: ______________ shall have the exclusive right to occupy and operate during the terms of this Agreement the food service facilities of the Client, including the exclusive use of the kitchens, dining rooms, service and storage rooms, as well as auxiliary furnishings, dishes, silverware, linens, and other dining room and kitchen equipment owned by the Client (the "Food Service Facilities"). ______________ shall use the Food Service Facilities for the purpose of preparing and - 1 - serving meals to persons designated by the Client, and for no other purpose, except as may hereinafter be provided. 5. Obligations of ______________ : ______________ shall be responsible for the operation of the Food Service Facilities including: (a.) performing all buying and record keeping functions; (b.) training food service employees; (c.) furnishing supervisory personnel to establish and maintain the operation at a high standard; and (d.) instituting reliable food cost control methods. ______________ shall maintain the Food Service Facilities in a sanitary condition and shall at the termination of this Agreement surrender the Food Service Facilities to the Client in as good condition as now, ordinary wear and tear excepted. ______________ shall not be liable to the Client in any way for damage to the Food Service Facilities caused by reason of fire or other hazard, however caused, or by the reason of an act of God. ______________ shall not be responsible for the purchase of new equipment or for the cost incurred in the repair of the Food Service Facilities except for repairs necessitated by negligence of ______________ . In any event, ______________ shall not be held liable for any cause to an extent which would exceed effective coverage and dollar limits prevailing under the policies of insurance described in this Agreement. 6. Obligations of the Client: The Client shall be responsible for: (a.) providing and furnishing the Food Service Facilities; (b.) providing for the proper repair and maintenance of the Food Service Facilities, including plumbing, wiring, or equipment, through its own maintenance staff or by hiring an outside service; (c.) replacing, as necessary, any part of the Food Service Facilities; (d.) maintaining the Food Service Facilities in accordance with all laws, regulations, orders, directives, statutes, and other rules of any federal, state, or local government bureau or department applicable to the Food Service Facilities; (e.) providing for any and all real or personal property tax or similar tax; (f.) maintaining adequate fire and hazard insurance on the Food Service Facilities; and (g.) providing and furnishing ______________ with a suitable office for the exclusive use of ______________ and its managers. 7. Client's Right to Inspect: ______________ shall operate the Food Service Facilities in a manner reasonably satisfactory to the Client. The Client shall have the right to inspect the Food Service Facilities, and the preparation and service of the meals therein, to determine if such are being operated in a safe, sanitary, and proper manner. 8. Compliance with Regulations: ______________ shall comply with all laws, ordinances, regulations, orders, directives, statutes, and other rules of any federal, state, or local government bureau or department applicable to the preparation and serving of food. ______________ 's employees and agents shall also comply with applicable rules and regulations concerning conduct on the Client's premises which the Client imposes upon its employees and agents provided such rules and/or regulations are not in violation of any federal, state, and/or local laws. - 2 - 9. Ownership of Inventory: ______________ shall maintain title to all inventories purchased by ______________ . ______________ will order food and supplies and shall be entitled to utilize its national account or other vendor systems. In the event any vendors extend to ______________ any credits or allowances which are exclusively related to the Client's operation or if ______________ receives national account credits from the Client's national account vendors, such credits or allowances shall be passed on to the Client. In the event any of ______________ 's national account or other vendors extend to ______________ any company-wide credits or allowances, including, without limitation, any early payment discounts or volume allowances, ______________ shall be entitled to retain such credits or allowances. The Client may specify a local vendor from which it prefers ______________ to purchase such food and supplies and ______________ shall use such vendor; provided, however, any increase in the price of such food and supplies resulting from the use of such vendor shall be the sole responsibility of the Client and the Client shall pay the same. 10. Proprietary Information: During the term of this Agreement, the Client acknowledges that it may acquire or obtain access to proprietary information or materials (the "Proprietary Items") of ______________ . Proprietary Items are defined as confidential information or materials related to the business of ______________ which include, but are not limited to, trade secrets, signage, trademarks, logo, trade dress (including product package design), symbols, slogan emblem, computer software, including Common Cents Solutions software, recipes, diet manuals, videotapes, technical and nontechnical data related to the operations, methods, techniques, processes, finances, existing and future products, actual or potential customers and suppliers, procedure and/or personnel manuals, and any information which has been disclosed to ______________ by a third party which ______________ is obligated to treat as confidential. All Proprietary Items are confidential to and are and will remain the sole and exclusive property of ______________ . In the event the Client receives, obtains access, or otherwise is exposed to any Proprietary Items, the Client will and shall cause its officers, employees, and agents to, (a.) hold the Proprietary Items in trust and in strictest confidence, (b.) not produce, use, distribute or otherwise disseminate the Proprietary Items except to the extent necessary to aid the performance of the services provided by ______________ , and (c.) otherwise protect the Proprietary Items from disclosure. Upon request by ______________ and/or termination of this Agreement, the Client shall return all property belonging to ______________ , including without limitation, all tangible materials containing or embodying Proprietary Items then in its custody, control, or possession. 11. Increase in Costs: Any increase in costs to ______________ resulting from a change in the policies or practices of the Client (including, but not limited to, equipment being operable, renovation, electrical failure), the Federal and/or State minimum wage laws, or any other federal, state, and/or local laws shall necessitate a proportionate increase in ______________ 's charges to the Client. The Client agrees to all reasonable increased - 3 - charges which are made in good faith by ______________ as a result of such increased costs. 12. Insurance: ______________ shall maintain Workers' Compensation Insurance and Employers Liability covering ______________ 's employees with limits of $ _______ per accident, $ _______ per disease, and disease aggregate of $ _______ . ______________ shall maintain Comprehensive General Liability with limits of $ _______ General Aggregate, $ _______ Products and Completed Operations, $ _______ Personal Injury, and $ _______ each occurrence. ______________ shall cause certificates of insurance to remain current and delivered to the Client. Each of ______________ and the Client releases the other party from any responsibility for damage to the Food Service Facilities or other property owned by either party, caused by fire or other casualty and resulting directly or indirectly from the use or occupancy of the Food Service Facilities or any portion thereof by ______________ . Each party agrees provide a waiver of subrogation clause in their property insurance and furnish the other party with proof of such. 13. Indemnity: The Client hereby releases, indemnifies and agrees to hold harmless ______________ from and against any loss, liability, claims, damages, costs, and expenses, including without limitation attorneys' fees, asserted by any third-party for claims or actions arising out of or as a result of the Client's negligence. ______________ shall likewise release, indemnify and agree to hold harmless the Client from and against any loss, liability, claims, damages, costs, and expenses, including without limitation attorneys' fees, asserted by any third-party for claims or actions arising out of or as a result of ______________ 's negligence. 14. Relationship of the Parties: ______________ shall at all times act as an independent contractor. No employee of ______________ shall be deemed an employee of the Client, and no employee of the Client shall be deemed an employee of ______________ . ______________ and the Client shall have full responsibility for payment of wages and compensation to their respective employees and for compliance with all applicable federal and state payroll tax requirements with respect to their respective employees. ______________ shall be solely responsible for the supervision of the food service employees in accordance with Equal Opportunity Laws, Executive Orders, and ______________ and/or Client policies and procedures. ______________ shall have sole control of the manner and means of performing its obligations hereunder. 15. Equal Opportunity Employment: ______________ shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, or age, nor shall ______________ discriminate against the handicapped, disabled, or veterans, including those of the Vietnam era. ______________ shall take affirmative action to insure that, to the extent possible, eligible persons are employed, and that employees are treated, during employment, without discrimination because of their race, color, religion, sex, national origin, age, handicap, disability, or veteran status, including - 4 - veterans of the Vietnam era. 16. Force Majure: In the event of a business interruption other than that caused by ______________ , the Client shall be able to extend to ______________ the term of this Agreement by as many days as are involved in the business interruption. Should there be such business interruption, this Agreement shall be renegotiated immediately and such renegotiated Agreement shall last the duration of the business interruption. The definition of business interruption will include, but is not limited to, war, public disorders, acts of enemies, sabotage, strikes, lockouts, picketing, labor difficulties, fires, uncompleted construction, acts of God, accidents, or breakdown, whether or not preventable, or any similar or dissimilar cause beyond the control of either party. 17. Event of Default and Remedies: In the event either party defaults in the performance of its obligations under this Agreement and such default is not cured within ___ ( ___ ) days of the receipt of written notice thereof or ___ ( ___ ) days in the case of an obligation to pay money), then the non-defaulting party shall have the right, in addition to any other rights it may have, to terminate this Agreement without further notice. If the nature of the default is such that it may not be reasonably cured within ___ ( ___ ) days, the defaulting party shall not be in default if appropriate cure is commenced within ___ ( ___ ) days and thereafter a cure is reasonably prosecuted to completion. 18. Assignment: Neither ______________ nor the Client may assign or transfer this Agreement in whole or in part without the written consent of the other party. Such consent shall not be unreasonably withheld. ______________ shall have no right to sublet or underlet any portion of said Food Service Facilities. 19. Method of Operation: 1. Food and Supplies for the Food Service Operation: ______________ will order food and supplies necessary for the Client's food service operation. ______________ will pay the vendors directly for such food and supplies. 2. Food Service Management Personnel: ______________ will provide the following management employees on location for the Client's food service operation. ______________ shall maintain Workers' Compensation Insurance covering the following personnel employed by ______________ . 3. Other Food Service Personnel: ______________ will employ all other food service personnel in its own name and at its own expense. ______________ shall maintain Workers' Compensation Insurance covering the food service personnel employed by it. 20. Operating Costs: The Client will reimburse ______________ for all operating costs incurred on behalf of Client. Total operating cost reimbursed by the Client shall be considered the Client's - 5 - underwriting expense. The term "operating costs" as used herein shall mean all of the direct costs and expenses of the operation incurred by ______________ on behalf of Client, including, but not limited to, the following:  the cost of food and other supplies used in the Client's food service operation if ______________ pays the vendors directly as identified in the section of this Agreement entitled "Method of Operation";  the compensation of all employees on ______________ 's payroll, which are identified in the section of this Agreement entitled "Method of Operation", including, but not limited to, wages, payroll taxes, workers' compensation coverage, and fringe benefits. Said compensation shall be re - established on each anniversary date of this Agreement or upon a significant change in condition;  general and administrative expenses. The amount of such expenses will be a fixed amount for each calendar year. On or before ______________ of each year, ______________ will notify the Client of the General and Administrative Expense for the upcoming calendar year. During calendar year ______ and ______ , the General and Administrative Expense will be $ _______ per period.  other expenses including, but not limited to, printing, stationery, office supplies, cleaning supplies, licenses and permits, training for employees, uniforms, depreciation, employment agency fees and relocation expenses for Client requested management changes, accrued benefits for employees identified above that were earned while on staff at the Client's food service operation, and telephone charges;  personnel costs in the present or future of any employee that is being transferred from the Client's payroll to ______________ 's payroll. Personnel costs include, but are not limited to, workers' compensation, employee related lawsuits and health insurance costs. 21. Management Fees in consideration for services provided to the Client, ______________ will charge the Client a management fee of $ __________ per contract year. 22. Billing Rate Increase: The billing rates will be reviewed on an annual basis and may be adjusted by mutual consent. 23. Billing and Payment: On or before the tenth (10th) day of each accounting period, ______________ will bill the Client for the preceding accounting period's charges. Payments made by the Client to ______________ are due within thirty (30) days of invoice date. Unpaid invoices due ______________ will bear an interest charge of ___ % per annum, or the maximum allowable by law if less, from due date until paid. The Client - 6 - shall be responsible for all collection costs and attorney's fees incurred by ______________ to obtain payment. An “accounting period”, referenced above, is described as follows: _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ 24. Profit/Loss Statement: At the close of each accounting period, ______________ will provide the Client with a profit/loss statement. 25. Cash Sales: All cash sales will be the property of ______________ . ______________ shall be responsible for collecting and remitting sales tax on applicable sales. The amount of cash collected by ______________ less sales tax remitted by ______________ will be shown as a credit on the invoice. In the event of the imposition of a tax on client underwriting expense, the Client shall be liable for any such tax. 26. Client's Right to Audit: The Client reserves the right to audit records pertaining to ______________ 's operation of the Client's Food Service Facilities. The cost of such audit will be at the sole expense of the Client and shall be conducted at ______________ 's location where said records are normally maintained upon reasonable notice. 27. Purchase of Inventory: Upon termination of this Agreement, either at the expiration date or prior thereof, the Client shall purchase from ______________ the present inventory of food and supplies owned by ______________ for use in the Client's food service operation at the cost price to ______________ . Such purchase of inventory by the Client from ______________ shall be only of such merchandise as is of good and merchantable and usable quality. 28. Arbitration: Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and shall be binding. The arbitration proceedings shall be held in ______________ , ______________ . Any judicial proceedings to enforce the terms of this provision shall be held in either Federal District Court for the ______________ District of ______________ County. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. 29. Governing Law: ______________ and the Client agree that this Agreement shall be governed by the laws of the State of ______________ without applying the rules governing conflict of law for that state. 30. Headings and Captions: All headings and captions appearing in this Agreement are inserted for purposes of convenience and reference only, and shall not be used to construe or interpret any provision hereof. - 7 - 31. Severability. If any term, covenant, or condition of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable, the remainder of this Agreement and the application of any term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and all other terms shall be valid and enforceable to the fullest extent permitted by the law. 32. Waiver of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. 33. Entire Agreement: Modification: It is mutually agreed that this Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof, and supersedes all existing Agreements between the parties concerning such subject matter. It is further agreed that no alterations or amendments shall be made to this Agreement unless they be in writing and approved by both parties. 34. Authority: ______________ and the Client each represent that the person executing this Agreement, in duplicate, on their behalf has been duly and validly authorized to execute this Agreement on their behalf and that they have full power and authority under all applicable laws and their respective articles of incorporation, bylaws or governing instrument to enter into this Agreement and to perform their obligations hereunder. Dated this the _____ day of __________________ , 20 ____ . _____________________________________ By: __________________________________ Its: __________________________________ ______________________________________ By: ___________________________________ - 8 -