This Agreement is effective upon the commencement of services (“Effective Date”) by and between Crafted Food Corp., a Delaware Corporation (the “Company”), and the Crafted brand account holder (“Client”) each herein referred to individually as a “Party,” or collectively as the (“Parties”). 1. Services and Compensation
Company shall perform the services offered via the Crafted platform (the "Services") for the Client (or its designee), and the Client agrees to pay Company the compensation agreed upon by Parties for Company's performance of the Services.
2. Term and Termination A. Term. The term of this Agreement will begin on the Effective Date of this Agreement and will continue indefinitely until terminated by either party. B. Termination. If Client violates any obligation under this Agreement, Company may terminate this Agreement “for cause” and recover associated damages. Company may also terminate this Agreement at any time for convenience, and Company shall be entitled to payment due for services rendered up to the time of termination and reasonable expenses incurred. Client may also terminate this Agreement at any time for convenience upon fourteen days (14) notice to Company, and Company shall be entitled to payment due for services rendered up to the time of termination and reasonable expenses incurred.
3. Confidentiality Client understands and agrees that the terms and existence of this Agreement are entirely confidential and may not be disclosed to any third party. Under this Agreement, Client may have access to certain confidential and proprietary information including but not limited to, customer lists, personal information, customer data, business plans, software, data, prototypes, documentation, cardholder account information, and other business and/or technical information (“Proprietary Information”). The Proprietary Information may be disclosed in either oral or written form. Client shall hold the Proprietary Information in confidence and shall prevent the disclosure of the Proprietary Information. Client shall restrict disclosure of the Proprietary Information. Other than as expressly permitted by this Agreement, the Client shall not disclose Proprietary Information to any third party without prior written approval of the Company. 4. Work Product All work product resulting from the Services shall be the sole and exclusive property of Company. Company grants Client an irrevocable, and non-exclusive license to use such work product for any purposes whatsoever.
5. Non-Solicitation of Business or Customers The Company considers and Client acknowledges that the Company’s customers, contractors, and creators (collectively, “customer”) lists and all information relating to the Company’s customers are Proprietary Information. Client further understand that the business requirements, likes and dislikes of the Company’s customers are intrinsic to the value of this Proprietary Information. Client, therefore, agree that for a period of one (1) year after the cessation of this Agreement for any reason, whether with or without cause (or if this period shall be unenforceable by law, then for such period as shall be enforceable), Client shall not influence or attempt to influence customers of the Company to divert their business to Client directly, or any individual or entity then in competition with the Company. Client further and specifically promises and agrees that, during the time period referred to in this Section 5, Client will not disrupt, damage, impair, or interfere with the business of the Company by disrupting its relationships with customers, agents, representatives, or vendors.
6. Equitable Remedies; Specific Performance
Client acknowledges that a violation of Section 3, Section 4, or Section 5 of this Agreement will cause irreparable injury the Company. Client expressly agrees that the Company shall be entitled, in addition to damages and any other remedies provided by law, to an injunction or other equitable remedy in a court of competent jurisdiction respecting such violation or continued violation and Client consents and stipulates to the entry of such injunctive relief or other equitable remedy prohibiting Client from violating the terms of this Agreement.
7. Indemnity
To the fullest extent permitted by law, Client shall indemnify, protect, defend, and hold harmless Company, and its related members, shareholders, employees, directors, and agents from and against all claims, liabilities, damages, causes of action, losses and expenses, including but not limited to attorney’s fees and costs, to the extent arising in whole or in part from or in connection with any breach of this Agreement by Client or any act of negligence, recklessness, or willful misconduct by Client. This provision shall survive the expiration of this Agreement.
8. Limitation of Liability
In no event shall Company be liable to Client for any special, incidental, indirect, punitive or exemplary, or consequential damages of any kind or nature, including, without limitation, damages for lost profits, lost business, and lost opportunities, however caused, arising out of or related to this agreement or the subject matter hereof, whether such liability is asserted on the basis of contract, tort, or other theory of liability (including but not limited to negligence or strict liability), or otherwise, even if Company has been advised of the possibility of such damages.
9. Governing Law; Consent to Personal Jurisdiction; Dispute Resolution This Agreement shall be governed by the laws of the State of New York, without regard to the conflicts of law provisions of any jurisdiction. In the event of any controversy or claim arising out of or relating to this Agreement, the parties hereto shall consult and negotiate with each other and attempt to reach a solution. If Company and Client do not reach a resolution, Company and Client agree thereafter that any controversy, claim or dispute arising under or in connection with this Agreement, and/or the breach thereof, at the request of any party, be submitted to and settled by final and binding arbitration in New York and in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), (other than for a claim made by Company for any violation of Section 3, Section 4, or Section 5 of this Agreement for which Company will be entitled to equitable relief per Section 6). The arbitrator shall be selected by mutual Agreement of the parties, if possible. If the parties fail to reach Agreement upon appointment of an arbitrator, the arbitrator shall be selected from a panel or panels of persons submitted by the AAA. The selection process shall be that which is set forth in the AAA Commercial Arbitration Rules then prevailing, except that, if the parties fail to select an arbitrator from one or more panels, AAA shall not have the power to make an appointment but shall continue to submit additional panels until an arbitrator has been selected. The cost of arbitration shall be borne by the losing party or in such proportions as the arbitrators decide. The decision made pursuant to such arbitration shall be binding and conclusive on all parties involved, and judgment upon such decision may be entered and thereafter enforced in any court of competent jurisdiction.
10. Miscellaneous
A. Assignability. This Agreement will be binding upon Client’s heirs, executors, assigns, administrators, and other legal representatives, and will be for the benefit of the Company, its successors, and its assigns. There are no intended third-party beneficiaries to this Agreement, except as expressly stated. Except as may otherwise be provided in this Agreement, Client may not sell, assign or delegate any rights or obligations under this Agreement. Notwithstanding anything to the contrary herein, Company may assign this Agreement and its rights and obligations under this Agreement to any successor to all or substantially all of Company’s relevant assets, whether by merger, consolidation, reorganization, reincorporation, sale of assets or stock, change of control or otherwise.
B. Entire Agreement. This Agreement, and the Services, constitute the entire agreement and understanding between the Parties with respect to the subject matter herein and supersedes all prior written and oral agreements, discussions, or representations between the Parties. Client represents and warrants that Client is not relying on any statement or representation not contained in this Agreement.
C. Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement.
D. Severability. If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.
E. Modification, Waiver.No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in a writing signed by the Parties. Waiver by the Company of a breach of any provision of this Agreement will not operate as a waiver of any other or subsequent breach. F. Attorneys’ Fees. In any court action at law or equity that is brought by one of the Parties to this Agreement to enforce or interpret the provisions of this Agreement, the prevailing Party will be entitled to reasonable attorneys’ fees, in addition to any other relief to which that Party may be entitled. G. Authority to Bind. Each individual who executes this Agreement on behalf of a party represents that he is duly authorized to execute this Agreement on behalf of that party and is operating within the scope of his authority.
IN WITNESS WHEREOF, each party acknowledges that they have read and understood the terms of this Agreement and agree to be bound by these terms.
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