Free Restaurant Delivery Service Agreement

I. The Parties

This Restaurant Delivery Service Agreement ("Agreement") is made and entered into on [Month Day, Year] ("Effective Date") by and between [Your Company Name] ("Restaurant") with its principal place of business at [Your Company Address] and [Delivery Service’s Name] ("Delivery Service") with its principal place of business at [Delivery Service's Address] collectively referred to as the ("Parties").

WHEREAS, the Restaurant operates a dining establishment and wishes to provide delivery services to its customers;

WHEREAS, the Delivery Service is in the business of providing delivery services and has the necessary expertise, resources, and capabilities to provide delivery services to the Restaurant's customers;

WHEREAS, the Restaurant and the Delivery Service wish to enter into an agreement whereby the Delivery Service will provide restaurant delivery services to the Restaurant under the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the mutual covenants and promises herein contained, the Restaurant and the Delivery Service agree as follows:

II. Definitions

For the purposes of this Agreement, the following terms shall have the following meanings:

A. Services

Services shall mean the delivery of food and beverage items from the Restaurant to its customers as requested by the Restaurant.

B. Customers

Customers refer to individuals who place orders with the Restaurant.

C. Delivery Area

The Delivery Area is the geographical region within which the Delivery Service is obligated to deliver the Restaurant’s prepared food and beverage items.

D. Delivery Personnel

Delivery Personnel refers to the individuals employed or contracted by the Delivery Service to perform the Services.

E. Delivery Time

Delivery Time is the estimated time within which the Delivery Service is obligated to deliver the order to the Customer.

F. Delivery Fee

The Delivery Fee is the amount payable by the Restaurant to the Delivery Service for each delivery.

III. Scope of Services

A. Delivery Area

1. Changes to Delivery Area: The Restaurant reserves the right to modify the delivery area at any time. The Delivery Service will be notified of any changes in a timely manner.

2. Exceptions to Delivery Area: In exceptional circumstances, the Delivery Service may be requested to deliver outside the specified delivery area. Such requests will be considered on a case-by-case basis.

B. Delivery Personnel

1. Training of Delivery Personnel: The Delivery Service shall ensure that all delivery personnel are appropriately trained and possess the requisite skills to deliver the food and beverages in a timely and professional manner.

2. Standards for Delivery Personnel: Delivery personnel must adhere to the highest standards of professionalism, including punctuality, politeness, and respect for the customers and the Restaurant’s property.

3. Responsibility for Delivery Personnel: The Delivery Service is responsible for the actions of its delivery personnel during the performance of their duties.

C. Quality Assurance

1. Temperature Control: The Delivery Service must maintain appropriate temperature control during transit to ensure that food and beverages arrive at the optimal temperature for consumption.

2. Packaging Integrity: The Delivery Service is responsible for ensuring that the packaging integrity is maintained during delivery, preventing any spillage or damage to the food and beverages.

3. Timely Delivery: The Delivery Service must strive to deliver all orders within the estimated delivery time provided to the customer.

IV. Term

A. Initial Term

1. Commencement: This Agreement shall commence on the Effective Date.

2. Duration: The initial term of this Agreement shall be for a period of [1] year, unless terminated earlier in accordance with the provisions of this Agreement.

B. Renewal Term

1. Automatic Renewal: Following the initial term, this Agreement will automatically renew for additional [1] year period.

2. Non-Renewal Notice: Either party may prevent such automatic renewal by providing written notice of non-renewal at least [30] days prior to the end of the then-current term.

C. Early Termination

1. Termination by Mutual Agreement: This Agreement may be terminated before the end of the term by mutual agreement of the Parties.

2. Termination for Cause: Either party may terminate this Agreement immediately in the event of a material breach by the other party, provided that written notice of such breach is given and the breaching party fails to cure within [10] days of receipt of such notice.

V. Payment Terms

A. Delivery Fee

1. Fee Amount: The Delivery Fee is set at [$5] per delivery. This fee is payable by the Restaurant to the Delivery Service for each delivery made.

2. Fee Adjustments: The Delivery Fee may be adjusted from time to time by mutual agreement of the Parties, taking into account changes in operational costs, market conditions, and other relevant factors.

B. Invoicing

1. Invoice Frequency: The Delivery Service shall invoice the Restaurant on a [monthly] basis. The invoice will detail the number of deliveries made during the billing period and the total Delivery Fees due.

2. Invoice Content: Each invoice will include the date of each delivery, the delivery address, the amount of the Delivery Fee for each delivery, and the total amount due.

3. Invoice Disputes: If the Restaurant disputes any amount on an invoice, it must notify the Delivery Service within [10] days of receipt of the invoice. The Parties will work in good faith to resolve the dispute promptly.

C. Payment

1. Payment Due Date: Invoices shall be payable within [15] days of receipt. The Restaurant shall make payment by the due date to avoid any late fees or interest charges.

2. Late Payment: If the Restaurant fails to make payment by the due date, the Delivery Service may charge a late fee of [1.5%] per month or the maximum rate permitted by law, whichever is lower.

3. Non-Payment: Continued non-payment by the Restaurant may result in suspension or termination of the Services in accordance with the provisions of this Agreement.

VI. Responsibilities of the Parties

A. Restaurant Responsibilities

1. Order Information: The Restaurant is responsible for providing the Delivery Service with accurate and complete delivery information for each order. This includes the customer’s name, delivery address, contact number, and any special delivery instructions.

2. Packaging: The Restaurant must package food and beverages appropriately for delivery. This includes using containers that maintain the temperature and quality of the food and prevent spillage or damage during transit.

3. Health and Safety: The Restaurant must ensure that the food and beverages meet all applicable health and safety standards. This includes maintaining proper hygiene in the preparation of food and ensuring that all food items are safe for consumption.

B. Delivery Service Responsibilities

1. Timely Delivery: The Delivery Service is responsible for delivering orders to customers in a timely and professional manner. This includes adhering to the estimated delivery time provided to the customer and notifying the customer in case of any delays.

2. Communication: The Delivery Service must maintain communication with the Restaurant regarding the status of deliveries. This includes notifying the Restaurant when a delivery has been completed and reporting any issues or delays encountered during delivery.

3. Customer Complaints: The Delivery Service must handle customer complaints related to delivery services in a prompt and courteous manner. This includes resolving issues to the customer’s satisfaction and escalating any unresolved issues to the Restaurant for further action.

VII. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or non-public information disclosed during the term of this Agreement and not to use such information for any purpose other than the performance of this Agreement.

A. Definition of Confidential Information

1. Scope: Confidential Information includes, but is not limited to, trade secrets, business plans, strategies, methods and/or practices; marketing plans, customer lists, online procedures, pricing and delivery information, and business manuals; financial information, including all revenue, costs, or profit figures; operational information, including operational statistics, and volume of sales and business; technical information, including processes, methods, know-how, technical and scientific concepts, software, designs, drawings, specifications, techniques, models, data, source code, object code, documentation, diagrams, flow charts, research, development, procedures, inventions, technology and designs, and all record bearing media containing or disclosing such information and techniques which are disclosed pursuant to this Agreement.

2. Exclusions: Confidential Information does not include information that:

   2.1. is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its representatives;

   2.2. was or becomes available to the Receiving Party on a non-confidential basis prior to its disclosure to the Receiving Party by the Disclosing Party;

   2.3. is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its representatives which is not bound by a confidentiality agreement with the Disclosing Party or its representatives; or

   2.4. is independently developed by the Receiving Party without reference to or reliance upon the Confidential Information.

B. Obligations of the Parties

1. Non-Disclosure: Both parties agree not to disclose any Confidential Information to any third party without the prior written consent of the other party.

2. Non-Use: Both parties agree not to use any Confidential Information for any purpose other than the performance of this Agreement.

3. Protection of Confidential Information: Both parties agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized to have any such information under the terms of this Agreement.

VIII. Termination

A. Termination for Convenience

1. Notice Requirement: Either party may terminate this Agreement for any reason by providing [30] days written notice to the other party.

2. Effect of Termination: Upon termination, all rights and obligations under this Agreement will cease, except for those rights and obligations that by their nature should survive termination (such as confidentiality, indemnification, and payment obligations).

B. Termination for Cause

1. Material Breach: Either party may terminate this Agreement immediately in the event of a material breach by the other party.

2. Notice and Cure Period: The non-breaching party must provide written notice of the breach to the breaching party, and the breaching party has [10] days to cure the breach from the date of receipt of such notice.

3. Failure to Cure: If the breaching party fails to cure the breach within the [10]-day cure period, the non-breaching party may terminate this Agreement immediately.

C. Effect of Termination

1. Return of Confidential Information: Upon termination of this Agreement, each party will return to the other party, or destroy, all Confidential Information of the other party in its possession.

2. Payment of Outstanding Fees: Upon termination of this Agreement, the Restaurant will pay the Delivery Service for all Services performed up to the date of termination.

3. Survival of Certain Provisions: The provisions of this Agreement that by their nature should survive termination will survive termination, including, without limitation, confidentiality obligations, indemnity obligations, and limitations of liability.

IX. Indemnification

A. Indemnity Obligations

1. Scope of Indemnity: Each party agrees to indemnify, defend, and hold harmless the other party from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorney fees, arising out of or in connection with the performance of this Agreement.

2. Indemnity Procedure: The indemnified party must promptly notify the indemnifying party of any claim for which it seeks indemnification and cooperate with the indemnifying party in the defense of any such claim. The indemnifying party will have the right to control the defense and settlement of any such claim, provided that it will not settle any claim without the indemnified party’s prior written consent.

3. Limitations on Indemnity: The indemnifying party’s obligation to indemnify will not apply to the extent that a claim arises out of the indemnified party’s gross negligence, willful misconduct, or breach of this Agreement.

X. Governing Law

A. Choice of Law

1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of [State Name], without regard to its conflict of law principles.

2. Jurisdiction: The parties agree that any legal action or proceeding arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in the state of [State Name].

3. Enforcement: Each party consents to the personal jurisdiction of these courts and waives any objection to venue laid therein.

B. Conflict of Laws

1. Conflict of Law Principles: The parties agree that this Agreement will be governed by the laws of the state of [State Name], without regard to its conflict of law principles.

2. Application of Law: This means that the substantive laws of the state of [State Name], and not the laws of any other jurisdiction, will be applied to interpret and enforce the terms of this Agreement.

XI. Interpretation

A. Severability

1. Severability Principle: If any provision of this Agreement is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole.

2. Enforcement to Maximum Extent: Any such provisions shall be interpreted and enforced to the maximum extent permitted under applicable law.

3. Impact on Remaining Provisions: The unenforceability or invalidity of any provision will not affect the enforceability or validity of the remaining provisions of this Agreement.

B. Entire Agreement

1. Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreement, whether oral or written.

2. Precedence: This Agreement takes precedence over any other agreement or understanding (whether written or oral) between the Parties relating to the subject matter of this Agreement.

3. Amendments: Any amendments to this Agreement must be in writing and signed by both Parties.

C. Waiver

1. No Waiver: No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party waiving its rights.

2. No Delay: A delay or omission by either Party to exercise any right or power under this Agreement shall not be construed to be a waiver thereof.

3. Continuation of Rights: A waiver by any Party of any of the covenants to be performed by the other Party or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant in this Agreement.

XII. Signatures

IN WITNESS WHEREOF, the parties hereto have executed this Service Agreement as of the day and year first above written.

Restaurant

[Authorized Representative Name]

[Your Company Name]

Date: [Month Day, Year]

Delivery Service

[Authorized Representative Name]

[Delivery Service's Name]

Date: [Month Day, Year]

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