- (i) perform the Services at , , , (the "Event Location") and as specified in the catering information sheet attached as Exhibit A and to be completed in accordance with this agreement. However, if a conflict exists between this agreement and the catering information sheet, the terms in this agreement will control;
- (ii) devote as much productive time, energy, and ability to the performance of the Caterer's duties under this agreement as may be necessary to provide the required Services in a timely and productive manner;
- (iii) perform the Services in a safe, good, and workmanlike manner by fully trained, skilled, competent, and experienced personnel using at all times adequate equipment in good working order;
- (iv) communicate with the Client about progress the Caterer has made in performing the Services;
- (v) supply all tools, equipment, and supplies required to perform the Services, except if the Caterer's work must be performed on or with the Client's equipment;
- (vi) ensure that all materials and equipment furnished to the Caterer's personnel are of good and merchantable quality, unless otherwise agreed by the Client;
- (vii) provide insurance coverage (including liquor liability insurance, if applicable) for the Caterer and its staff and present evidence of that insurance to the Client on request;
- (viii) provide services (including the Services) and end products that are satisfactory and acceptable to the Client and free of defects; and
- (ix) remove, replace, or correct all or any portion of the work or end products found defective or unsuitable, without additional cost or risk to the Client;
- (x) leave the Event Location and the space surrounding the Event Location as found initially, and make all necessary arrangements for clean-up and removal of all items not belonging to the Client;
- (xi) not affix decorations, banners, and signs to any interior or exterior walls, doors, windows, partitions, or any other fixture without the Client's prior approval;
- (xii) dispose of trash properly of and place trash in dumpsters provided and designated by the Client;
- (xiii) recruit, hire, and train all food and beverage employees, including chefs, waiters, and bartenders, and the Client need not hire, supervise, or pay those assistants to help the Caterer perform those services; and
- (xiv) subject to section 7 below, supply all inventory, tools, equipment, supplies, and personnel required to perform the Services under this agreement. The Caterer may use the kitchenette at the Event Location to store goods to be served or used during an Event. the Event. The Caterer shall supply this inventory, tools, equipment, and personnel timely and may leave nothing at the Event Location after an the Event without the Client's prior written approval.
- (i) make timely payments of amounts earned by the Caterer under this agreement;
- (ii) notify the Caterer of any changes to its procedures affecting the Caterer's obligations under this agreement at least 30 days before implementing those changes;
- (iii) give the Caterer access to the buildings and facilities at the Event Location, which will not include the use of the Client's food production or and clean up facilities , and , or the use of the Client's vehicles and personnel;
- (iv) provide access to the Event Location for at least hours after the an Event;
- (v) make reasonable efforts to accommodate the Caterer's electrical needs, grant access to potable water, and provide vehicular access to the service location; and
- (vi) satisfy all of the Caterer's reasonable requests for assistance in its performance of the Services.
2. TERM AND TERMINATION.
- (a) Term. This agreement will become effective as described in section 25. Unless it is terminated earlier in accordance with subsection (b), this agreement will continue until the Services have been satisfactorily completed and the Caterer has been paid in full for those Services (the "Term").
- (b) Termination. This agreement may be terminated:
- (i) by either party on provision of days' written notice to the other party, with or without cause;
- (ii) by either party for a material breach of any provision of this agreement by the other party, if the other party's material breach is not cured within days of receipt of written notice of the breach;
- (iii) by the Client at any time and without prior notice, if the Caterer is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of the Client, or is guilty of serious misconduct in connection with performance under this agreement;
- (iv) by the Caterer, immediately on written notice, if the Caterer cannot accommodate a Material Event Change (as defined in section 7 below) ; ; or
- (v) by the Caterer, on provision of days' written notice to the Client, if the Client does not pay the Deposit ; or .
- (vi) automatically, on the death of the Caterer.
3. COMPENSATION.
- (a) Initial Estimate. At least 30 days before each the Event, the Client shall complete a copy of the catering information sheet (the "Information Sheet") attached as Exhibit A. Within five days of its receipt of this Information Sheet, the Caterer shall provide an initial estimate (the "Initial Estimate") of the Caterer's charges for the that Event, which will include an itemization of all costs and fees for services requested by the Client.
- (b) Deposit. On or before the effective date of this agreement, the Client shall provide a nonrefundable deposit (the "Deposit") to the Caterer to secure the date of the first Event. The Client shall provide additional Deposits at least 10 days before each additional event. The Deposit will be % of the Initial Estimate.
- (c)FinalInvoice. Within 5 days after the Event, the Caterer shall provide the Client with a final invoice (the "Final Invoice"), which will include an itemized list of all costs and fees actually incurred by the Client in connection with the Event. The Client shall pay the Caterer the balance of the Final Invoice (less any payments, including the Deposit, previously made) within 30 days of receiving it. The Caterer shall provide invoices requesting compensation within days after each Event. The Caterer shall pay each invoice within 30 days of receiving it.
- (d) No Payments in Certain Circumstances. No payment will be payable to the Caterer under any of the following circumstances:
- (i) if prohibited under applicable government law, regulation, or policy;
- (ii) if the Caterer did not directly perform or complete the Services;
- (iii) if the Caterer did not perform the Services to the reasonable satisfaction of the Client; or
- (iv) if the Services performed occurred after the expiration or termination of the Term, unless otherwise agreed in writing.
4. NATURE OF RELATIONSHIP.
The relationship of the parties under this agreement is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this agreement. Neither party may assume or create obligations on the other party's behalf, and neither party may take any action that creates the appearance of such authority.
5. MENU.
The parties shall agree on the menu of food to be provided for an Event at least weeks before an the Event.
6. NUMBER OF ATTENDEES.
At least days before an the Event, the Client shall inform the Caterer of the number of persons expected to attend the Event, and how many of the attendees will be children under the age of 15. If the actual number in attendance at an the Event is greater than the stated amount, the Caterer cannot guarantee that sufficient food will be available for all persons in attendance. If the actual number of guests in attendance at an the Event is fewer than the stated amount, the Client will still be charged for the total guest amount confirmed by the Client.
7. MATERIAL EVENT CHANGES.
The Client acknowledges that any change to the time, date, or location of an the Event or any increase in the number of anticipated guests by more than 10% (each a "Material Event Change") made after the Effective Date may:
- (a) cause the Caterer to become unable or unavailable to provide the Services;
- (b) impact the quality of the Services; or
- (c) result in a need for the provision of services in addition to the Services.
The Caterer shall make reasonable efforts to accommodate a Material Event Change. If the Caterer cannot accommodate a Material Event Change, the Caterer may, at the Caterer's sole option, terminate this agreement on provision of written notice to the Couple. If the Caterer can accommodate a Material Event Change, but only by providing services in addition to the Services, these additional services and any associated costs will be determined and agreed to by the parties at the time of that Material Event Change.
8. ADDITIONAL SERVICES.
If the Client wants to buy additional services offered by the Caterer, and the Caterer agrees and can fulfill that request, the Client will complete an amended Information Sheet and the Caterer will provide an additional cost estimate based on that information. The Caterer will bill for any agreed-on additional services as provided in section 3(c) above.
9. PROMOTIONAL RIGHTS.
The Client hereby grants the Caterer the limited perpetual right to use, publish, and exhibit, on the internet and in other publications, any digital images or photographs of the Client taken at an the Event and details of an the Event, solely to promote the Caterer's business.
10. OUTSIDE FOOD AND BEVERAGES.
Neither the Client nor its guests may bring any food or beverages into an the Event Location or remove any food or beverages from an the Event Location without the Caterer's prior written consent.
11. EQUIPMENT.
The Client shall provide the following equipment (the "Equipment"), for use by the Caterer in performing the Services: . If the Caterer needs materials and equipment in addition to the Equipment, the securing of additional equipment will be the Caterer's sole responsibility. The Caterer shall perform the Services using its own equipment or other equipment it secures. The Client is not responsible for providing any equipment to the Caterer.
12. OTHER ACTIVITIES.
During the Term, the Caterer may engage in other independent contracting activities, except that the Caterer may not accept work, enter into contracts, or accept obligations inconsistent or incompatible with the Caterer's obligations or the scope of Services to be rendered for the Client under this agreement.
13. RETURN OF PROPERTY.
Within 10 days of the Event the termination of the agreement , each party shall return to the other party all equipment or other property obtained by that party from the other party in connection with the performance of its obligations under the agreement.
14. INDEMNIFICATION.
- (a) Of Client by Caterer. At all times after the effective date of this agreement, the Caterer shall indemnify the Client and its subcontractors, officers, members, managers , employees, owners, sublicensees , affiliates, subsidiaries, and successors, and assigns ( collectively, the "Client Indemnitee s ") from all damages, liabilities, expenses, claims, or judgments (including interest, penalties, reasonable attorneys' fees, accounting fees, and expert witness fees) (collectively, the "Claims") that any Client Indemnitee may incur and that arise from:
- (i) the Caterer's gross negligence or willful misconduct arising from the Caterer's carrying out of the Caterer's obligations under this agreement;
- (ii) the Caterer's breach of any of the Caterer's obligations or representations under this agreement; or
- (iii) the Caterer's breach of any express representation that the Caterer is an independent contractor and in compliance with all applicable laws related to work as an independent contractor. If a regulatory body or court of competent jurisdiction finds that the Caterer is not an independent contractor or is not in compliance with applicable laws related to work as an independent contractor, based on the Caterer's own actions, the Caterer will assume full responsibility and liability for all taxes, assessments, and penalties imposed against the Caterer or the Client resulting from that contrary interpretation, including taxes, assessments, and penalties that would have been deducted from the Caterer's earnings if the Caterer had been on the Client's payroll and employed as a Client employee.
- (i) the Client's operation of the Client's business;
- (ii) the Client's breach or alleged breach of, or failure or alleged failure to perform under, any agreement to which the Client is a party;
- (iii) any damage, theft, or loss of the Caterer's property (including equipment, plates, utensils, or motor vehicles) occurring at an the Event that is caused by individuals attending that Event; or
- (iv) the Client's breach of any of the Client's obligations or representations under this agreement. However, the Client is not obligated to indemnify the Caterer if any of these Claims result from the Caterer's own actions or inactions.
15. FORCE MAJEURE.
A party will not be considered in breach or in default because of, and will not be liable to the other party for, any delay or failure to perform its obligations under this agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party's reasonable control (each a "Force Majeure Event"). However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable:
- (a) notify the other party of the Force Majeure Event and its impact on performance under this agreement; and
- (b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under this agreement.
16. GOVERNING LAW; ATTORNEYS' FEES.
- (a)Choice of Law. The laws of the state of govern this agreement (without giving effect to its conflicts of law principles).
- (b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in , .
- (c) Attorneys' Fees. If either party employs attorneys to enforce any rights arising out of or relating to this agreement, the losing party shall reimburse the prevailing party for its reasonable attorneys' fees.
17. AMENDMENTS.
No amendment to this agreement will be effective unless it is in writing and signed by a party or its authorized representative.
18. ASSIGNMENT AND DELEGATION.
- (a) No Assignment. Neither party may assign any of its rights under this agreement, except with the prior written consent of the other party, which consent shall not be unreasonably withheld. All voluntary assignments of rights are limited by this subsection.
- (b) No Delegation. Neither party may delegate any performance under this agreement, except with the prior written consent of the other party, which consent shall not be unreasonably withheld.
- (c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.
19. COUNTERPARTS; ELECTRONIC SIGNATURES.
- (a) Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
- (b) Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.
20. SEVERABILITY.
If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.
21. NOTICES.
- (a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
- (b) Addresses. A party shall address notices under this section to a party at the following addresses:
- If to the Caterer:
- If to the Client:
- (c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.
22. WAIVER.
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
23. ENTIRE AGREEMENT.
This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness.
24. HEADINGS.
The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.
25. EFFECTIVENESS.
This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.
26. NECESSARY ACTS; FURTHER ASSURANCES.
Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.
[SIGNATURE PAGE FOLLOWS]
Each party is signing this agreement on the date stated opposite that party's signature.Date: ________________________ By: __________________________________________________ Name:
Title:Date: ________________________ By: __________________________________________________ Name:
Title:[PAGE BREAK HERE]
EXHIBIT A CATERING INFORMATION SHEET CLIENT INFORMATION 