RESTAURANT OPERATING AND PARTNERSHIP AGREEMENT
THIS RESTAURANT OPERATING AND PARTNERSHIP 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 “SELLER”) of
the first part;
AND
2. GC Works d/b/a Later Taters, of {address} hereinafter referred to as (the
“BUYER”) of the second part.
Hereinafter, the Seller and Buyer may be referred to individually as “Party”
and collectively as the “Parties”
WHEREAS;
1. The Seller owns a restaurant business (the “Restaurant Business”) which is located
at ________________[Address].
2. The Seller desires to sell to the Buyer a percentage (the “Percentage”) of the
Restaurant Business.
3. The Buyer is desirous of purchasing from the Seller.
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, Seller
and Buyer, intending to be legally bound, do hereby agree as follows:
1. RESTAURANT BUSINESS
The description of the Restaurant Business is as follows;
I. Restaurant Name: ________________
II. Restaurant Address: ________________
III. Restaurant Description: ________________
2. SHARED KITCHEN IN RESTAURANT BUSINESS
I. The Buyer shall use the kitchen from Restaurant Business of Seller.
II. Seller shall be responsible for the kitchen, cleanliness and hygiene, menu
etc.
III. The equipment brought on the premises by Seller will remain possession of
Seller and Seller will leave with equipment.
3. PURCHASE AND SALE
I. Except as otherwise provided in this Agreement, all monetary amounts referred
to in this Agreement are in USD $ (US Dollars).
II. The Buyer shall purchase from Seller, and Seller shall sell to Buyer, twenty-five
(25%) percent (the “Percentage”) of the Restaurant Business registered in the
name of Seller for the consideration specified in III and upon the terms and
conditions set forth in this Agreement.
III. The purchase price for the Percentage (the “Purchase Price”) is $8,500.00.
The Purchase Price shall be paid to the Seller at the closing of this Agreement.
IV. The closing shall occur on_________________[DATE], or such other date as the
Parties hereto may agree to (the “Closing Date”). On the Closing Date, Buyer
shall deliver payment in the amount of the Purchase Price in full to Seller, and
Seller will deliver to the Buyer duly executed transfer of the sold Percentage.
V. All payments will be in the form of certified check, wire transfer, or bank draft
of immediately available funds. In the case of a direct wire transfer the Seller
will give notice to the Buyer of the bank account particulars at least 5 business
days prior to the Closing Date.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF the SELLER
The Seller warrants and represents, and covenants with the Buyer as follows:
I. The Seller has all requisite power, authority and capacity to enter into this
Agreement. The execution, delivery and performance of this Agreement by
Seller does not, and the consummation of the transaction contemplated hereby
will not, result in a breach of or default under any agreement to which Seller is
a party or by which Seller is bound.
II. This Agreement has been duly and validly executed and delivered by the Seller
and constitutes the Seller’s valid and binding agreement, enforceable against
the Seller in accordance with and subject to its terms.
III. The Seller is the lawful, record and beneficial owner of all of the Shares, free
and clear of any liens, claims, agreements, charges, security interests and
encumbrances whatsoever. The sale, conveyance, assignment, and transfer of
the Shares in accordance with the terms of this Agreement transfers to Buyer
legal and valid title to the Shares, free and clear of all liens, security interests,
hypothecations or pledges.
5. REPRESENTATIONS AND WARRANTIES OF the BUYER
The Buyer warrants and represents to the Seller as follows:
I. The Buyer has all requisite power, authority and capacity to enter into this
Agreement. The execution, delivery and performance of this Agreement by
Buyer does not, and the consummation of the transaction contemplated hereby
will not, result in a breach of or default under any agreement to which Buyer is
a party or by which Buyer is bound.
II. The Buyer is not bound by any agreement that would prevent any transactions
connected with this Agreement.
III. There is no legal action or suit pending against any party, to the knowledge of
the Buyer, that would materially affect this Agreement.
IV. The Buyer is acquiring the Shares for Buyer’s own account and is not acquiring
the Shares with a view to or for sale in connection with any distribution thereof
within the meaning of the Securities Act of 1933, as amended.
6. DIVIDENDS
I. All dividends from the operations of the Restaurant Business shall be paid
quarterly on the basis of the performance of the Restaurant Business and
employee retention of the same.
II. The dividends payment from the Restaurant Business shall be paid on
ownership percentage. The Seller shall own a total of 75% of the Restaurant
Business and the Buyer shall be in possession of 25% of the Restaurant Business.
III. Buyer shall receive nine (9%) percent of total gross bar sales per month.
7. NON-DISCLOSURE AND CONFIDENTIALITY
I. The Buyer hereby agrees that all financial and other information
("Information") that it has and will receive concerning the Restaurant Business
and Seller is confidential and will not be disclosed to any individual or entity
without prior written consent.
II. The Buyer shall not disclose Confidential Information (the “Confidential
Information”) as described in Section 8 to any third party, reproduce copies of
such information, and commercially use any confidential Information, other
than for the benefit of the Seller and the Restaurant Business.
III. The Information shall remain the property of Seller and shall be returned to
Seller 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 Buyer from a source
other than the Seller.
V. Buyer hereby agrees that all trade secrets (“trade secrets”) and proprietary
information (“proprietary information”) that it has and will receive
concerning the Restaurant Business and Seller is confidential and will not be
disclosed to any individual or entity without prior written consent.
VI. Buyer acknowledges that no remedy of law may be adequate to compensate
Seller and the Restaurant Business for a violation of this Agreement and Buyer
hereby agrees that in addition to any legal or other rights that may be available
in the event of a breach hereunder, Seller may seek equitable relief to enforce
this Agreement in any Court of competent jurisdiction.
8. 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 Seller and the Restaurant Business and that is disclosed by
Seller’s or by its affiliates (whether prepared by Seller or its agents or advisors)
in oral, electronic, tangible or intangible form, concerning the processes,
products, services, technology, or Seller’s Restaurant Business, that is either
identified by Seller 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 Seller’s relating to pricing,
business and financial affairs, advertising, marketing, sales, expansion
plans, and strategies for Seller’s business, including various technical items
and equipment used or contemplated for use in Restaurant Business;
(iv) any information Seller has received, and in the future may receive, from
third parties for which Seller 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 Seller an
opportunity to obtain an advantage over competitors who do not know or use
such information or data or any information that would be harmful to Seller’s
Restaurant Business if disclosed. Confidential Information does not include
general knowledge in the industry in which Seller and Buyer are engaged,
information or materials disseminated to the general public.
III. Intellectual Property which includes information relating to the Seller’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).
9. RETURNING OF THE CONFIDENTIAL INFORMATION
I. Upon the request of the Seller, the Buyer, within seven (7) days, shall return
all copies of documents or materials containing confidential Information in its
possession.
10. OWNERSHIP AND TITLE
I. Nothing contained in this Agreement will grant to or create in the Buyer, either
expressly or impliedly, any right, title, interest or license in or to the
intellectual property of the Seller.
11. NON-COMPETE AGREEMENT
I. The Buyer agrees that during the Agreement term and for a period of not
prevented after the end of that term, the Buyer will not give advice or lend
credit, money or the Buyer’s reputation to any natural person or business
entity engaged in a competing business in any geographic are in which the
Seller conducts its business, and the Buyer will not, divert or attempt to divert
from the Seller any business, the Seller had enjoyed, solicited, or attempted to
solicit, from their customers, at the time Parties entered into this Agreement.
12. TERM
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.
13. TERMINATION
I. This Agreement may be terminated by either party for any reason upon One
Day (1) advance written notice.
II. The Seller may terminate this Agreement if;
there is portrayal of unethical behavior from Buyer, or its affiliates, agents, or
employees;
portrayal or actions of detrimental behavior that could negatively affect the
Restaurant Business performance.
14. 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
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.
15. 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.
16. 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.
17. 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.
18. 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
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- BUYER)
Represented By: Mario Johnson
Title: _________________
Signature: _________________
-AND-
……………………………….
(Colonial Tavern- SELLER)
Represented By: [REPRESENTATIVE’S NAME]
Title: _________________
Signature: ________________
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