Homemade Private Events: Culinary Services Agreement Terms & Conditions

Required Licenses

Each party hereby licenses the use of their respective name, brand, logo, trademarks and associated material to the other only for the purposes of this Services Agreement.

 

EXHIBIT A

SERVICE AGREEMENT TERMS AND CONDITIONS

1. Limited Warranty and Limitation of Liability. Homemade warrants that it shall perform the Services: (a) in accordance with the terms and subject to the conditions set out in this Services Agreement; (b) using personnel of industry standard skill, experience, and qualifications; and (c) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. 

Homemade's sole and exclusive liability and Partner's sole and exclusive remedy for breach of this warranty shall be as follows:

a) Homemade shall use reasonable commercial efforts to promptly cure any such breach; provided, that if Homemade cannot cure such breach within a reasonable time (but no more than thirty (30) days) after Partner's written notice of such breach, Partner may, at its option, terminate this Services Agreement by serving written notice of termination.

b) In the event the Agreement is terminated as a result of Homemade’s breach, Homemade shall within 30 days after the effective date of termination, refund to Partner any Service Payment paid by the Partner as of the date of termination for the Services, less a deduction equal to the Service Payment up to and including the date of termination on a pro-rated basis.  The foregoing remedy shall not be available unless Partner provides written notice of such breach within thirty (30) days after acceptance of such Service by Partner.

HOMEMADE MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN THIS 1. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

2. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Partner under this Services Agreement or prepared by or on behalf of the Homemade in the course of performing the (collectively, the “Deliverables”) shall be owned by Homemade. Homemade hereby grants to Partner a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Partner to make reasonable use of the Deliverables and the Services. 

3. Non-Solicitation. Partner acknowledges that the employees and contractors of Homemade will be required to interact and engage directly with the employees and agents of Partner in providing the Services. In consideration of the Services and the benefits obtained by Partner, Partner agrees that during the Term and for a period of one (1) year thereafter, Partner shall not and shall cause its affiliates not to, directly or indirectly, hire or solicit any employee or contractor of Homemade or encourage any such employee or contractor to leave such engagement, except pursuant to a general solicitation which is not directed specifically to any such employees or contractors.

4. Confidentiality. From time to time during the Term, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Services Agreement; and (iii) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Services Agreement. 

5. Limitation of Liability. IN NO EVENT SHALL HOMEMADE BE LIABLE TO PARTNER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, LOSS OF DATA, DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT HOMEMADE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 

IN NO EVENT SHALL HOMEMADE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS SERVICES AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO HOMEMADE PURSUANT TO THIS SERVICES AGREEMENT. 

6. Entire Agreement. This Services Agreement, including and together with any exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. 

7. Notices.  All notices, requests, consents, claims, demands, waivers and other communications under this Services Agreement (each, a “Notice”, and with the correlative meaning “Notify”) must be in writing and addressed to the other Party at its address set forth on the signature page to this Services Agreement.

8. Assignment. Partner shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Services Agreement without the prior written consent of Homemade. Any purported assignment or delegation in violation of this n 8 shall be null and void. No assignment or delegation shall relieve the Partner of any of its obligations under this Services Agreement. 

9. Relationship of the Parties. The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Services by Homemade shall be under its own control, Partner being interested only in the results thereof. The Homemade shall be solely responsible for supervising, controlling and directing the details and manner of the completion of the Services.  Nothing in this Services Agreement shall give the Partner the right to instruct, supervise, control, or direct the details and manner of the completion of the Services.  Nothing contained in this Services Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

10. Choice of Law and Venue. This Services Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Services Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Delaware, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Services Agreement, including all exhibits, schedules, attachments and appendices attached to this Services Agreement, and all contemplated transactions, including contract, equity, tort, fraud and statutory claims, in any forum other than the state courts located in King County, Washington. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in the state courts located in King County, Washington. 

11. Counterparts. This Services Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in 11, a signed copy of this Services Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Services Agreement. Any signature provided using a nationally recognized electronic signature services such as DocuSign, shall be accepted as an original signature.

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