Veggie Recipe Template

VEGGIE RECIPE TEMPLATE AGREEMENT

This Agreement is entered into as of by and between:

RECITALS

WHEREAS, Provider is engaged in the development, documentation and delivery of culinary recipe content and templates, including vegetable-focused recipes and instructional materials (the "Veggie Recipe Template"); and

WHEREAS, Client desires to engage Provider to prepare and deliver one or more Veggie Recipe Templates to Client pursuant to the terms set forth in this Agreement;

WHEREAS, the parties wish to define the scope, payment terms, ownership, confidentiality, and governing law applicable to the Veggie Recipe Template.

SCOPE OF WORK

Recipe Title:

PAYMENT TERMS

Total Fee: $ payable as follows.

Deposit Amount: $

Balance Due By:

Late Payment Fee: on any unpaid balance, calculated monthly and compounded where permitted by law.

TERM AND TERMINATION

Agreement Start Date:     Agreement End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after written notice. Termination shall not relieve Client of its obligation to pay for services performed and deliverables accepted prior to termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" includes non-public business, technical, recipe formulations, ingredient lists, preparation methods, customer lists and other proprietary information. Each party agrees to:

(a) hold such Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees or contractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as permitted by law.

OWNERSHIP, LICENSES AND REPRESENTATIONS

Provider represents and warrants that the Deliverables will be original to Provider and will not infringe any third-party intellectual property rights. Unless otherwise specified in writing, upon full payment Provider hereby grants Client a non-exclusive, worldwide, perpetual license to use, reproduce, distribute and display the Veggie Recipe Template for Client's internal and commercial purposes.

If the parties desire assignment of all right, title and interest in the Deliverables, indicate below by initialing where required and completing terms in Additional Terms.

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 attachments and written statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. Any amendment or modification must be in writing and signed by duly authorized representatives of both parties.

If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect. The failure to enforce any right shall not constitute a waiver of that right.

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