COMMISSARY/ SHARED KITCHEN AGREEMENT
THIS COMMISSARY/ SHARED KITCHEN AGREEMENT (hereinafter “the Agreement”) is
made and entered into on this ________________ [Date], ________________
[Month],Two Thousand and Twenty-Three (2023).
BETWEEN
1. Colonial Tavern, of {address} hereinafter be referred to as (the “Colonial
Tavern”) of the first part;
AND
2. GC Works d/b/a Later Taters, of {address} hereinafter referred to as (the
“Later Taters”) of the second part.
Hereinafter, the Colonial Tavern and Later Taters may be referred to
individually as “Party” and collectively as the “Parties”
WHEREAS;
I. Colonial Tavern wishes to grant Later Taters, and Later Taters wishes to obtain
from Colonial Tavern, the right to use the Kitchen Facilities on a shared basis for
the purpose of assisting Parties with Parties preparation or processing of food in
connection with the Restaurant Business(“Restaurant Business”), all subject to
the terms and conditions of this Agreement set forth below.
NOW, THEREFORE, in consideration of and as a condition of the parties entering into
this Agreement and other valuable consideration, the premises, mutual promises,
covenants and agreements hereafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Colonial
Tavern and Later Taters, intending to be legally bound, do hereby agree as follows:
1. COMPENSATION
I. Payments from the operations of this Agreement shall be paid quarterly on the
basis of the performance of this Agreement and employee retention of the
same.
pg. 2
II. Later Taters shall pay to Colonial Tavern nine (9%) percent of total gross sales
per month from the Colonial Tavern’s food bar sales.
2. OPERATING HOURS
I. Colonial Tavern and Later Taters hereby agree that the working hours shall be
from _________________ to _________________ on [DAYS OF THE WEEK]
3. HOUSEKEEPING POLICIES
Colonial Tavern policies include but are not limited to the following:
I. Later Taters will provide their own cleaning towels and supplies, cooking
items, ingredients, utensils, small wares and other special items necessary to
their specific production needs.
II. Later Taters will strictly follow the cleaning guidelines provided by the
Colonial Tavern before, during and after each use of the kitchen.
III. Later Taters must perform and fill in the Cleaning Checklist after each
Kitchen use and leave them in the designated area.
IV. Any equipment that is the property of Later Taters will remain the
property of Later Taters and Later Taters shall be able to remove its assets
within thirty (30) days’ notice.
V. Later Taters shall be responsible for the kitchen, its cleanliness, menu,
etc.
4. HEALTH AND SAFETY RESPONSIBILITIES
To ensure the safety of all persons associated with the Kitchen facility, Later Taters
shall also comply with the following duties:
I. Worker Safety: Later Taters is exclusively responsible to ensure that Later
Taters and its employees observe proper safety procedures while using the
Kitchen. All Later Taters employees must have registered with the Kitchen
Manager and provided contact information in case of emergencies before being
authorized to work at the Kitchen. No children under 16 are allowed in the
Kitchen when any food processing is taking place.
pg. 3
II. Right of Inspection: The County of [NAME] retains the right to enter and
inspect operations at any time during use. The Health Department of [NAME]
County as well as the Food & Drug Administration shall have the right to inspect
without prior notice at any time deemed necessary by their organizations.
III. Employee Health Policy: Both Parties must sign an Employee Health Policy.
5. NON-DISCLOSURE AND CONFIDENTIALITY
I. The Later Taters hereby agrees that all financial and other information
("Information") that it has and will receive concerning the Restaurant Business
and Colonial Tavern is confidential and will not be disclosed to any individual
or entity without prior written consent.
II. The Later Taters shall not disclose Confidential Information (the “Confidential
Information”) as described hereinafter to any third party, reproduce copies of
such information, and commercially use any confidential Information, other
than for the benefit of the Colonial Tavern and the Restaurant Business.
III. The Information shall remain the property of Colonial Tavern and shall be
returned to Colonial Tavern promptly at its request together with all copies
made thereof.
IV. Confidential Information shall not include information that becomes generally
available to the public or that it becomes available to the Later Taters from a
source other than the Colonial Tavern.
V. Later Taters hereby agrees that all trade secrets (“trade secrets”) and
proprietary information (“proprietary information”) that it has and will
receive concerning the Restaurant Business and Colonial Tavern is confidential
and will not be disclosed to any individual or entity without prior written
consent.
VI. Later Taters acknowledges that no remedy of law may be adequate to
compensate Colonial Tavern and the Restaurant Business for a violation of this
Agreement and Later Taters hereby agrees that in addition to any legal or
other rights that may be available in the event of a breach hereunder, Colonial
pg. 4
Tavern may seek equitable relief to enforce this Agreement in any Court of
competent jurisdiction.
6. CONFIDENTIAL INFORMATION
I. For purposes of this Agreement, “Confidential Information” means all non-
public information that is not generally known in the trade or industry and that
is valuable to Colonial Tavern and the Restaurant Business and that is disclosed
by Colonial Tavern’s or by its affiliates (whether prepared by Colonial Tavern
or its agents or advisors) in oral, electronic, tangible or intangible form,
concerning the processes, products, services, technology, or Colonial Tavern’s
Restaurant Business, that is either identified by Colonial Tavern as being
confidential, or that would be understood by a person in Executive’s position,
exercising reasonable business judgment, to be confidential. Confidential
Information includes, but is not limited to,
(i) trade secrets and proprietary information as defined in this Agreement;
(ii) special information about relationships and distributors, vendors, suppliers,
manufacturers, employees and customers;
(iii) special and confidential knowledge about Colonial Tavern’s relating to
pricing, business and financial affairs, advertising, marketing, sales,
expansion plans, and strategies for Colonial Tavern’s business, including
various technical items and equipment used or contemplated for use in
Restaurant Business;
(iv) any information Colonial Tavern has received, and in the future may
receive, from third parties for which Colonial Tavern may owe a duty to
maintain confidentiality or to use solely for limited purposes.
II. For purposes of this Agreement, the terms “trade secrets” and “proprietary
information” include processes, methods, the business name, logos, concept,
recipes, techniques, systems, formulae, patents, models, devices,
compilations, customer lists, financial information, development plans,
supplier lists and any information of whatever nature that gives Colonial Tavern
an opportunity to obtain an advantage over competitors who do not know or
pg. 5
use such information or data or any information that would be harmful to
Colonial Tavern’s Restaurant Business if disclosed. Confidential Information
does not include general knowledge in the industry in which Colonial Tavern
and Later Taters are engaged, information or materials disseminated to the
general public.
III. Intellectual Property which includes information relating to the Colonial
Tavern’s proprietary rights prior to any public disclosure of such information,
including but not limited to the nature of the proprietary rights, protection
data, technical concepts, test data and test results, simulation results, the
status and details of research and development of products and services, and
information regarding acquiring, protecting, enforcing and licensing proprietary
rights (including patents, copyrights and trade secrets).
7. RETURNING OF THE CONFIDENTIAL INFORMATION
I. Upon the request of the Colonial Tavern, the Later Taters, within seven (7)
days, shall return all copies of documents or materials containing confidential
Information in its possession.
8. OWNERSHIP AND TITLE
I. Nothing contained in this Agreement will grant to or create in the Later Taters,
either expressly or impliedly, any right, title, interest or license in or to the
intellectual property of the Colonial Tavern.
9. NON-COMPETE AGREEMENT
I. Later Taters agrees that during the Agreement term and for a period of not
prevented after the end of that term, Later Taters will not give advice or lend
credit, money or the Later Tater’s reputation to any natural person or business
entity engaged in a competing business in any geographic area in which the
Colonial Tavern conducts its business, and Later Taters will not, divert or
attempt to divert from Colonial Tavern any business, Colonial Tavern had
pg. 6
enjoyed, solicited, or attempted to solicit, from their customers, at the time
Parties entered into this Agreement.
10. TERM AND RENEWAL OF CONTRACT
I. This Agreement shall take effect as of the date of this Agreement and shall
remain in full force until the termination.
II. This Agreement is for twelve (12) months with the option to review this
Agreement every six (6) months.
11. TERMINATION
This Agreement shall continue unless terminated as provided in this section. Parties
obligations pursuant to the Confidentiality and Non-Compete Section of this
Agreement shall survive the termination of this agreement.
I. Voluntary Termination: This agreement may be terminated at any time upon
mutual agreement of Colonial Tavern and Later Taters with three (3) days
advance written notice.
II. Breach or Default: Later Taters must correct any violation, breach or failure to
keep or perform any conditions of this Agreement within three (3) days after
receiving written notice of such from Colonial Tavern. If more than three (3)
days pass without corrective action taken by the Later Taters, Colonial Tavern
may, in its sole discretion, terminate this agreement.
III. Colonial Tavern may terminate this Agreement if;
there is portrayal of unethical behavior from Later Taters, or its affiliates,
agents, or employees;
portrayal or actions of detrimental behavior that could negatively affect the
Restaurant Business performance.
12. INDEMNIFICATION
I. Each party shall indemnify and hold the other harmless for any losses, claims,
damages, awards, penalties, or injuries incurred by any third party, including
reasonable attorney’s fees, which arise from any alleged breach of such
pg. 7
indemnifying party’s representations and warranties made under this
Agreement, provided that the indemnifying party is promptly notified of any
such claims. The indemnifying party shall have the sole right to defend such
claims at its own expense. The other party shall provide, at the indemnifying
party’s expense, such assistance in investigating and defending such claims as
the indemnifying party may reasonably request. This indemnity shall survive
the termination of this Agreement.
13. DISPUTE RESOLUTION MECHANISM
I. If any dispute relating to this Agreement between the Parties is not resolved
through formal discussion within 14 days from the date a dispute arises, the
Parties agree to submit the issue first before a non-binding mediator and to an
arbitrator in the event the mediation fails. The decision of the arbitrator will
be binding on the Parties. Any mediator or arbitrator must be a neutral party
acceptable to all Parties. The cost of any mediations or arbitrations will be
shared equally by the Parties.
14. GOVERNING LAW
I. This Agreement will be governed by and construed in accordance with the laws
of the State of Indiana, without regard to its conflict of law principles.
15. SEVERABILITY
I. In the event that any of the provisions of this Agreement are held to be invalid
or unenforceable in whole or in part, all other provisions will nevertheless
continue to be valid and enforceable with the invalid or unenforceable parts
severed from the remainder of this Agreement.
16. ENTIRE AGREEMENT
I. This Agreement constitutes the entire and only agreement between the Parties
and all other prior negotiations, agreements, representations and
understandings are superseded hereby. It is agreed that there is no
pg. 8
representation, warranty, collateral agreement or condition affecting this
Agreement except as expressly provided in this Agreement.
IN WITNESS WHEREOF, the Parties have signed this Agreement as of the day
and year first above written.
SIGNED by the parties:
…………………………….
(GC Works d/b/a Later Taters- LATER TATERS)
Represented By: XXX
Title: _________________
Signature: _________________
-AND-
……………………………….
Represented By: [REPRESENTATIVE’S NAME]
Title: _________________
Signature: ________________
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