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A food vendor agreement is a contract between a restaurant or catering service and a consumer that defines the rules and regulations of working together. Sometimes, a food vendor agreement is also used in times of crisis when temporary food kitchens are set up to assist those in need.
A food vendor agreement makes it easy for everyone to understand what’s expected of them. The basic building blocks of this agreement include what type of food will be offered, for how long, and how much money it will cost. Food equipment, storage, and cleanup guidelines are a few more examples of covered content.
Below is a list of common sections included in Food Vendor Agreements. These sections are linked to the below sample agreement for you to explore.
FOOD SERVICES AGREEMENT
This Contractor Agreement ("Agreement") is entered into as of July 28, 2003, between PITNEY BOWES INC., a Delaware corporation having a place of business at One Elmcroft Road, Stamford, Connecticut 06926-0700 (“Pitney Bowes”) and HOST AMERICA CORPORATION, a corporation having a place of business at Two Broadway, Hamden, Connecticut 06518-2697 ("Contractor").
In consideration of the mutual promises and obligations set forth herein and for other valuable consideration, the parties hereto agree as follows:
1. Services . Contractor shall provide to Pitney Bowes food, vending and catering services in accordance with the terms and conditions of this Agreement and as detailed on Attachment A hereto, as such may be amended from time to time (the “Services”). Contractor shall provide the Services at each of the locations set forth on Attachment B hereto, (the “Locations”), and during the hours of operation, as such may be amended from time to time. Pitney Bowes shall not at any time be obligated to use any specified amount of Services and reserves the right to use one or more other providers of similar services in addition to Contractor at Pitney Bowes discretion at any time at any of the Locations or elsewhere.
2. Payment for Services . As consideration for the Services performed by Contractor during the term hereof, Pitney Bowes shall pay to Contractor the fees set forth on Attachment C hereto ("Fees"). The parties agree that such Fees shall remain in effect and shall not be increased for the entire term of this Agreement; provided, however, that such Fees may be decreased from time to time if mutually agreed by the parties; and provided further that such Fees may be adjusted by mutual agreement of the parties in accordance with the terms and conditions of Attachment C, Paragraph A, 8.
3. Term . This Agreement shall become effective as of the date first written above (the "Execution Date") and shall remain in effect for a period of two (2) years from the Execution Date, unless sooner terminated pursuant to the terms hereof (the "Term"). Following the initial Term, this Agreement will renew automatically on an annual basis for terms of one (1) year each, with the aggregate initial Term and subsequent terms not to exceed six (6) years, until the Agreement is terminated in accordance with Page 1, Paragraph 4 (Termination).
4. Termination . This Agreement may be terminated (a) by Pitney Bowes in whole or in part at any time either with or without cause upon sixty (60) days’ prior written notice to Contractor; (b) by Contractor in whole or in part at any time either with or without cause upon one hundred twenty (120) days’ prior written notice to Pitney Bowes; (c) at any time by either party upon a material breach of this Agreement by the other party which breach is not cured within thirty (30) days after receipt of written notice thereof by the other party; (d) immediately by Pitney Bowes in part as to any Location which is sold by Pitney Bowes or at which a lease is terminated or has expired; (e) immediately by Pitney Bowes for Cause (as defined below); or (f) immediately by Pitney Bowes if (i) a petition under any bankruptcy, insolvency, reorganization or similar law for the relief of debtors is filed by or against Contractor and, if filed without Contractor’s consent or acquiescence, not dismissed within 60 days, (ii) Contractor shall make a general assignment for the benefit of its creditors, (iii) a receiver, trustee, custodian, liquidator or similar official shall be appointed for Contractor of Contractor’s assets or (iv) Contractor shall be unable, or shall admit its inability, to pay its debts as they become due.
For the purposes of this Agreement, "Cause" shall include without limitation (i) failure by Contractor to comply with applicable Pitney Bowes policies, local, state and/or federal health and/or safety statutes, codes and/or regulations, (ii) the perpetuation of, or participation in, financial misdealing and (iii) for other acts of malintent by Contractor against Pitney Bowes, its employees or agents.
Upon receipt of written notice of termination, the parties will use commercially reasonable efforts to effect an orderly termination of this Agreement, including payment of all outstanding sums due and payable, transfer to Pitney Bowes of any licenses or permits, and transfer of all equipment, inventories and funds held by Contractor which are due and owing to Pitney Bowes or owned by Pitney Bowes.
5. Compliance With Laws and Pitney Bowes Policies
(a) Contractor shall comply with all applicable federal, state and local laws and regulations, including but not limited to laws, rules and regulations relating to environmental matters, employment and employment practices, and safety and health standards. Contractor shall comply with the Pitney Bowes Business Practices Guidelines, a copy of which has been provided to Contractor. Contractor shall ensure compliance with the Immigration Reform and Control Act of 1986 that requires verification of an employee’s right to work in the United States. Pitney Bowes reserves the right to audit Contractor’s Form I-9s. Contractor shall immediately inform Pitney Bowes of any instance in which Contractor shall have failed to comply with the provisions of this Section 5(a) and shall take all corrective action deemed necessary by Pitney Bowes promptly to remediate such non-compliance. Contractor shall be solely responsible for all fines, penalties, and interest assessed against, or other damages incurred by, Contractor or Pitney Bowes as a result of Contractor’s non-compliance with any law, rule or regulation.
(b) Contractor shall complete, as an Allowable Expense, on all of its employees and agents performing services hereunder, prior to their performing such services, background investigations covering criminal convictions and employment verifications. Such background investigation shall consist, at a minimum, of a Statewide Check provided by the state police or by a reputable backgrounds investigation agency. For purposes of this Section 5(b), “Statewide Check” means a criminal conviction check from each county (judicial district) within the State of Connecticut covering a period of seven (7) years. In addition, Contractor will perform, as an Allowable Expense, on all such employees and agents pre-employment, as well as random drug screen testing where lawful to do so, using an accredited laboratory. Contractor shall utilize this information regarding background investigations and drug screen tests in making hiring decisions to protect Pitney Bowes assets and interests. No Contractor employee or agent who tests positive for any controlled substance or who has been convicted of a felony or misdemeanor during the past seven (7) years, as limited by the guidelines attached hereto as Attachment G, shall be assigned to Pitney Bowes. Contractor’s employees’ and agents’ records shall be subject to audit at any time by Pitney Bowes
(c) No Contractor employee, agent or representative shall use, possess, transfer or sell on Pitney Bowes property or while performing Services under this Agreement, any firearm, weapon, intoxicating beverage or illegal drug. No Contractor employee, agent or representative shall act in any manner that is likely to endanger the safety of any Pitney Bowes employee or anyone present at a Pitney Bowes location or encountered while performing Services under this Agreement. Contractor shall observe, and shall ensure that each of its employees, agents and representatives observes, all Pitney Bowes policies of which Contractor is advised, including Pitney Bowes non-smoking policies and Pitney Bowes policies prohibiting sexual harassment and discrimination against any person on the basis of gender, race, age, religion, ethnicity, disability, marital status and sexual persuasion.
(d) Contractor’s employees, agents and representatives shall, when performing services for Pitney Bowes, dress in an appropriate manner, and act in a proper and professional manner at all times.
(e) Pitney Bowes shall have the right, in Pitney Bowes’ sole discretion, to require the removal of any employee of Contractor from providing Services to Pitney Bowes hereunder at any time and for any reason or for no reason. Immediately upon request by Pitney Bowes, Contractor shall remove any such employee, provide a qualified substitute as an Allowable Expense, and such employee shall not be assigned to provide services hereunder to Pitney Bowes under any circumstances during the term of this Agreement.
(f) Pursuant to Section 9 below, Contractor hereby agrees to indemnify and hold harmless Pitney Bowes, its subsidiaries and affiliates, and the directors, officers, employees, agents and representatives of each thereof from and against any and all liabilities, claims, causes of action, fines, judgments, settlements, costs, expenses, penalties, losses or damages whatsoever of any kind or nature (including without limitation court costs and reasonable attorneys’ fees) resulting or arising from or relating to the termination or non-hiring by Contractor of any person because of such person’s failure to comply with this Section 5.
6. Status as Contractor . It is understood and agreed that Contractor and its employees, agents and officers are engaged as independent contractors, on a non-exclusive basis, and not as employees or authorized agents of Pitney Bowes and shall not represent themselves to be employees or authorized agents of Pitney Bowes. Further, neither Contractor nor its employees, agents or officers shall have any authority to enter into any contracts or binding commitments in the name of or on behalf of Pitney Bowes. Contractor, on behalf of itself and its employees, agents and officers acknowledges that, as an independent contractor:
(a) None of the benefits that are provided by Pitney Bowes to its employees (including, but not limited to salary, bonus or incentive pay programs, or plans pertaining to retirement, deferred savings, stock purchase, disability, medical or dental), if any, shall be available to Contractor, its employees agents or officers. Contractor's (and its employees’, agents’ and officers’) exclusion from benefit programs maintained by Pitney Bowes is a material component of the fees negotiated by the parties, and is not premised on Contractor’s status as a non-employee with respect to Pitney Bowes. To the extent that Contractor, its employees, agents or officers may become eligible for any benefit programs maintained by Pitney Bowes (regardless of the timing of or reason for eligibility), Contractor hereby waives any and all such right of Contractor, its employees, agents or officers to participate in the programs. Contractor’s waiver is not conditioned on any representation or assumption concerning Contractor’s status under the common law test. Contractor also agrees that, consistent with its contractor status, Contractor will not apply for any government-sponsored benefits that are intended to apply to Contractor’s employees, agents or officers, including, but not limited to, unemployment benefits.
(b) All individual(s) or employee(s) used by Contractor to provide services hereunder shall be deemed Contractor's agents or employee(s) and such individual(s) or employee(s) shall not be considered employees, agents, or subcontractors of Pitney Bowes for any purpose whatsoever. Contractor assumes full responsibility for all actions of all such individual(s) or employee(s) while performing Services under this Agreement. All of the representations, warranties and covenants applicable to Contractor hereunder shall apply to each such individual or employee.
(c) With respect to any such individual(s) or employee(s) used by Contractor to provide services hereunder, Contractor shall be liable for payment of their compensation and for any and all tax and other legal obligations, including but not limited to withholding and reporting of income and social security taxes, contributing to social security and unemployment taxes and obtaining customary levels of worker's compensation insurance, disability insurance, general liability insurance, and a fidelity bond covering its employees, imposed with respect to such individual(s) or employee(s), by applicable federal, state and/or local law and the collection, remittance and payment of any applicable sales, use or similar tax. Contractor is responsible for compliance with applicable income tax laws and regulations (including reporting and payment) with respect to all payments made pursuant to this Agreement. Unless otherwise required by law, Pitney Bowes does not intend and shall have no obligation to Contractor to withhold any sums due Contractor for, and Contractor retains all obligations and liabilities relating to, the payment of Contractor's federal, state and local income, employment, sales and other taxes.
(d) Neither Contractor nor its employees, agents or officers shall be covered under any insurance that Pitney Bowes may carry for its employees, properties or business.
(a) In performing its obligations under this Agreement, Contractor and its employees, agents and representatives will be on site at various facilities of Pitney Bowes and its subsidiaries and affiliates from time to time. Contractor agrees and acknowledges that it will keep confidential and not use in any manner, and cause each of its employees, agents and representatives who have access to any facility of Pitney Bowes or any of its subsidiaries or affiliates to keep confidential and not to use in any manner, any documents, information or data of any kind or nature whatsoever, whether oral or written, which is disclosed to or learned by Contractor, its employees, agents or representatives regarding the business or affairs of Pitney Bowes, its subsidiaries and affiliates or any customers of any thereof or other person or entity with which any thereof may have a business relationship, including without limitation information related to Pitney Bowes security, marketing, technical and other business plans, policies, procedures, documentation, materials, and addresses, telephone numbers, activities and other personal information of employees of Pitney Bowes, and also including without limitation the terms and conditions of this Agreement (collectively, “Confidential Information”). Upon Pitney Bowes’ request or upon termination or expiration of this Agreement, for whatever reason, Contractor shall promptly return or cause to be returned to Pitney Bowes or, at Pitney Bowes’ option, destroy or cause to be destroyed all such Confidential Information and shall certify to Pitney Bowes that all copies thereof have been returned or destroyed.
(b) Without limiting the foregoing, as a condition to any employee, agent or representative having access to any facility of Pitney Bowes or its subsidiaries or affiliates, Contractor shall inform each such employee, agent and representative of the confidential nature of the Confidential Information and cause each of them to agree in writing to be bound by the confidentiality obligations in this Agreement. Upon Pitney Bowes’ request, Contractor shall provide copies of such written agreements to Pitney Bowes. Contractor shall be responsible for any breach of this Agreement by any employee, agent or representative.
(c) Contractor consents and agrees that if Contractor violates any of the provisions of this Agreement with respect to confidentiality, Pitney Bowes would sustain irreparable harm and, therefore, Pitney Bowes shall consider its obligations under this Agreement to cease and may apply to any court of competent jurisdiction for an injunction restraining Contractor from committing or continuing any such violation of this Agreement and Contractor shall not object to any such application. The aforesaid remedy shall be in addition to any other remedy available to Pitney Bowes in law or equity for violation of this Agreement.
8. No Use of Pitney Bowes Name . No license or right, either directly or by implication, is granted to Contractor or its employees, agents or representatives to use Pitney Bowes’ name or any of its subsidiaries’ or affiliates’ names or any of the Pitney Bowes trade names, trademarks, service marks, slogans, logos or designs for any advertising, promotional or other purpose without the prior written permission of Pitney Bowes. Furthermore, as noted in Section 7 hereof, Contractor may not disclose the terms and conditions, or the existence, of this Agreement to third parties without Pitney Bowes’ prior written consent. Pitney Bowes agrees to provide a letter of recommendation outlining any positive results achieved by Contractor, based on 2003 Consumer Survey results for Pitney Bowes facilities, which letter Contractor may use in the conduct of its business on a case by case basis upon the approval of Pitney Bowes.
(a) Contractor shall indemnify and hold harmless Pitney Bowes, its subsidiaries and affiliates, and the directors, officers, employees, agents and representatives of each thereof from and against any and all liabilities, claims (including but not limited to any claim for death of or injury to persons or property), causes of action, fines, judgments, settlements, costs, expenses, penalties, losses or damages whatsoever of any kind or nature (including without limitation court costs and reasonable attorneys’ fees) resulting or arising from or relating to the acts or omissions of Contractor, its subsidiaries or affiliates, and their employees, agents and representatives, relating to (i) the services provided hereunder and/or (ii) Contractor’s breach of any representations, warranties or covenants set forth in this Agreement.
(b) Contractor’s indemnification obligations hereunder shall not be reduced or limited by the insurance provisions of this Agreement.
10. Insurance . Contractor shall obtain and maintain in full force and effect throughout the term of this Agreement with financially secure and nationally recognized insurance companies, the following insurance coverage with the following minimum limits:
General Aggregate, Combined Single Limit