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SERVICES AGREEMENT
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This Agreement is for Services is made by and between Restaurant, and Cater 100 Inc of 400 NW 26th Ave, Miami, FL 33127 (hereinafter “Company”).
Whereas Company provides an online portal for catering services, AND
Whereas Restaurant is in need of Company’s services, NOW THREFORE,
The parties agree to the following:
1.SCOPE OF SERVICES: Upon the execution of this Agreement, Company will serve as the Restaurant’s online catering portal, providing services such as marketing, sales, customer service and order fulfillment (“Services”).
2. PAYMENT: Payment of 12% percent commission of the total value of an order shall be due to Company upon the execution of a catering order from Company’s portal. Company will transfer to Restaurant the monetary proceeds received from an order less the 12% commission in 72 hours or after the funds clear, whichever is later.
3. TERM: This Agreement shall be month to month, and renewed on a monthly basis unless cancelled by one of the parties. Either party may cancel this Contract with a 90 day notice, subject to the terms herein.
4. WORK PRODUCT OWNERSHIP: Any intellectual property, data analytics, ideas, discoveries, inventions, products, or other information (collectively the "Work Product") developed in whole or in part by Company in connection with the Services, will be the exclusive property of Company.
5. CONFIDENTIALITY: Each Party, and its employees, agents, or representatives will not at anytime or in any manner, either directly or indirectly, use for its personal benefit, or divulge, disclose, or communicate in any manner, any information that is proprietary to the other Party. The Parties and their employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Any oral or written waiver by a Party of these confidentiality obligations which allows the other Party to disclose confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.
6. GEOGRAPHIC AREA COVERED: Company’s services shall be applicable to the zip code of the Restaurant’s location. Restaurant shall be Company’s only listing in its zip code. Company, at its sole discretion may be provide the Restaurant with listings in zip codes other than the one in Restaurant’s location, provided there are no other Subway franchises in such zip code.
7. NON SOLICITATION: During the course of this Agreement, and subsequently for a period of 1 year after the Contract’s termination, Restaurant agrees that it will not directly or indirectly induce, solicit, or accept any person or organization that is a client or known prospective client of Company to patronize Restaurant’s catering services directly or patronize the services of a competitor of Company.
8. REMEDIES: In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 10 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
9. LIABILITY LIMITATION: Neither Company, nor any of its officers, directors, managers, principals, stockholders, partners, members, employees, agents, and representatives shall be liable for any loss, liability, damage or expense arising out of or in connection with the performance of any Services contemplated by this Agreement, unless such loss, liability, damage or expense shall be proven to result directly from the willful misconduct or gross negligence. In no event will Company be liable for a monetary amount greater than the value of the Services, or any sort of punitive or special damages.
10. MUTUAL INDEMNIFICATION: Each Party shall defend indemnify and hold harmless the other Party, including affiliates, subsidiaries and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all Claims of Third Parties, and all associated Losses, to the extent arising out of (a) a Party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreement.
11. FORCE MAJEURE: If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
12. ENTIRE AGREEMENT: This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
13. SEVERABILITY: If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
14. AMENDMENT: This Agreement may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.
15. GOVERNING LAW: This Agreement shall be construed in accordance with the laws of the State of Florida.
16. NOTICE: Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
17. WAIVER OF CONTRACTUAL RIGHT; The failure of either party to enforce any provision of this Contract 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 Contract.
18. ATTORNEY'S FEES TO PREVAILING PARTY: In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney's fees and costs, both in the trial court and on appeal.
19. CONSTRUCTION AND INTERPRETATION: The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.
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