Strategic Consulting Agreement
This Strategic Consulting Agreement (Hereinafter referred to as the “Agreement”) is made by
and between _____________ (Hereinafter referred to as the “Owner”, an expression of which
shall be inclusive of Agents and Assigns of the Owner) and ________________ (Hereinafter
referred to as the “Consultant”) and is made effective as of the ____ day of ___________,
______________ (Hereinafter referred to as the “Effective Date”). The Owner and the
Consultant may be referred to herein individually as “Party” or collectively as the “Parties”..”
BACKGROUND:
a) The Owner is in the development of a plant-based kitchen in Qatar and, for purposes of
this Agreement, shall be referred to as the “Central Kitchen,”; and the Consultant is in the
business of operating outlets of plant-based kitchen and providing services inclusive of
but not limited to the preparation of bakery and food items. The Owner and the
Consultant had a contractual relationship prior to this Agreement, and this Agreement is
the successor of the prior sale Agreement.
b)
c) Whereas the Owner desires to retain the services of the ConsultantConsultant’s services
for the provision of services inclusiveincluding but not limited to strategic and conceptual
consultation, menu design, and Chef de Cuisine placement services and training for the
Central Kitchen as stipulated within this Agreement.
d)
NOW, THEREFORE, intending to be legally bound, the Parties hereto agree as follows:
RECITALS
1. Term.
Whereas this Agreement shall come into effect from the _____ day of ________,
__________ and shall remain in effect till one year from the Effective Date of this
Agreement unless and otherwise terminated by either Party. Whereas the Term of this
Agreement may be extended / renewedextended/renewed through a successive Contract if
done 30 days prior to the termination of this Agreement.
2. Retention.
That the Owner hereby engages the services of the ConsultantConsultant’s services for
the provision of strategic consulting for conceptual development and menu design for the
Central Kitchen in accordance with the terms of this Agreement.
3. Services.
That for the purposes of this Agreement, the Consultant shall provide services which
shall be inclusive of but not limited to the following; –
i. Provision of continued guidance and consultation with respect to menu
establishment and support for the first 30 days of the commencement of
this Agreement.
ii. Strategic and conceptual consultation for the Central Kitchen.
iii. Chef de Cuisine placement services and training for the Central Kitchen.
iv. Development of a “Critical Path” (Synonymous to with a business
roadmap for the purposes of this Agreement) for the Owner.
v. Identify the procedure and requirements to establish Central Kitchen in
Qatar.
vi. Prepare a list of requirements inclusive of, including requisite location,
kitchen design and machines, and required tools and utilities.
vii. Development and delivery of a draft of a written menu not before the first
conference call between the Consultant and the Owner, no later than 2 two
weeks, subject to the approval and satisfaction of the Owner. In addition,
the menu draft prepared by the Consultant shall be with respect to the
targeted price point (price per person).
viii. Assistance with respect to kitchen layout, staff training, pre-opening plan
of action, and equipment sourcing.
ix. Provision of a pricing system and calories counting resources.
x.
4. Remuneration.
That the Owner shall remunerate the Consultant for the services rendered, which would
be non-refundable and exclusive of any tax or levy under the applicable Law. The, the
Remuneration amount shall collectively amount to $________________ and shall. It
shall be transferred / wired in accordance with the form and manner agreed upon by the
parties. The collective remuneration / Consulting Fee would be in accordance with the
following payment schedule:
i. The Owner shall wire / transfer $______________ to the Consultant within (5)
days of the agreed upon Effective Date under this Agreement.
ii. The Owner shall iIn addition to the Sign-up shall remunerate the Consultant on a
$___________ per month basis, commencing from the _____ day of May,
_________ to _____ day of October, ___________ (that these 6 instalments shall
amount to a sum, which shall constitute the remainder of the above stated
Consulting fee). The Remuneration shall be paid in accordance with the advice of
the Consultant.
iii.
5. Termination Events; Events Of Default.
This Agreement shall cease to have an effect either from the expiry of the term of this
Agreement (1 year from the Effective Date) or may be terminated upon the discretion of
the ownerfrom the expiry of the term of this Agreement (1 year from the Effective Date)
or may be terminated upon the owner’s discretion subject to a 15 day15-day written
notice under the seal / signatureseal/signature of the Owner. The owner shall exercise the
right to Termination in an event ofin the event of an uncurableincurable default on the
part of the Consultant, notwithstanding; notwithstanding anything contained herein, a
default, if cured within 15 days of its occurrence, shall not be construed as an effectivea
sufficient ground for the terminations of this Agreement.
Whereas, the Owner reserves the right to mutually terminate this Agreement prematurely
through a mutual assent of the parties subject to a 30 days intimation period, after the
amount mentioned in 4i and expenses incurred by the Consultant till the termination date
shall be paid and reimbursed.
6. Assignment.
The ConsultanConsultant shall not assign or delegate any of its rights or obligations
under this Agreement without the written approval of OwnerOwner’s written approval
and any purported assignment or delegation by the Consultant without prior approval of
Owner. Any purported assignment or delegation by the Consultant without the Owner’s
prior consent shall be void and without legal effect.
7. Representations and Warranties.
8.
7.1 That the Consultant does hereby represents and warrants the following:
7.2
a. That the execution of this Agreement is permitted by the organizational
documents of the Consultant and this Agreement has been duly authorized,
executed, and delivered and constitutes the legal, valid, and binding obligation of
the Consultant enforceable in accordance with the terms of this Agreement.
b.
c. That the Consultant shall refrain from any action which conflicts with or will
result in the breach of any of the terms, conditions, or provisions of, or constitute
a default under, any agreement, indenture, instrument, or undertaking to which the
Consultant (or its affiliates) is a Party or by which it is bound.
d.
7.3 The Owner hereby represents and warrants that:
7.4
a. That the execution of this Agreement is permitted by the organizational
documents of the Owner and this Agreement has been duly authorized, executed,
and delivered and constitutes the legal, valid, and binding obligation of the Owner
enforceable in accordance with the terms of this Agreement.
b.
c. That the Owner shall refrain from any action which conflicts with or will result in
the breach of any of the terms, conditions, or provisions of, or constitute a default
under, any agreement, indenture, instrument, or undertaking to which the Owner
(or its affiliates) is a Party or by which it is bound.
d.
9. No Partnership.
Nothing in this Agreement shall constitute or be construed to be or create a partnership or
joint venture between the Owner and the Consultant.
10. Indemnity.
a. The Consultant hereby agrees to indemnify and hold harmless, the Owner and
their affiliates, their officers, directors, agents, employees, legal representatives
and shareholders thereof, and the successors and assigns of each of the foregoing
(all of such Parties being collectively referred to herein as the “Owner
Indemnified Parties,” and each such reference to such term shall jointly and
severally apply to each such Party) from and against the full amount of any and
allany costs or expenses (including reasonable attorneys’ fees), which may be
asserted against any Owner Indemnified Party, arising from, in respect of,
as a consequence of, or in connection with any of the following:
b.
i. the services provided by the ConsultanConsultant to the Central Kitchen to
the extent caused by the negligence or misconduct of the Consultanor any
person acting under the control or direction of the ConsultanConsultant
that is not covered by insurance;
ii.
iii. any wrongful termination or discrimination claims made by any
employee at the Central Kitchen not covered by insurance; and
iv.
v. any breach or non-fulfillment, in any material respect of the
representations, warranties, covenants, or agreements made by the
ConsultanConsultant in this Agreement.
vi.
b. The Owner hereby covenants and agrees to indemnify, save, defend, at the Owner’s sole
cost and expense, and hold harmless, the ConsultanConsultant (and the
Consultan’sConsultant’s affiliates) and the officers, directors, agents, employees, legal
representatives, and shareholders thereof, and the successors and assigns of each of the
foregoing (all of such Parties being collectively referred to herein as the “the
ConsultanConsultant Indemnified Parties” and each such reference to such term shall
jointly and severally apply to each such Party) from and against the full amount of any
and allany costs or expenses (including the attorneysattorney’s fees), which may be
asserted against any the ConsultanConsultant Indemnified Party, arising from, in respect
of, as a consequence of, or in connection with any breach or non-fulfillment, in any
material respect of the representations, warranties, covenants or agreements made by the
Owner in this Agreement.
c.
11. Miscellaneous Provisions.
12.
a. Previous Agreements; Amendments. This Agreement supersedes all previous contracts,
agreements, and understandings of the Parties, either oral or written, relating to the
subject matter hereof and the transactions contemplated hereby.
b. Amendments; This Agreement cannot be modified, or any of the terms hereof waived,
except by an instrument in writing executed by the Party against whom enforcement of
the modification or waiver is sought.
c.
d. Counterparts;. This Agreement may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed an original, and all such
counterparts shall together constitute one and the same instrument such . Each of such
counterparts shall be deemed an original for all purposes, and all such counterparts shall
together constitute the same instrument via email and scanned version or fax machine.
e.
f. Further Assurances;. The Owner and the Consultant shall execute and deliver all other
appropriate supplemental agreements and other instruments and take any other action
necessary to make this Agreement fully and legally effective, binding, and enforceable as
between them and as against third Parties parties and to carry out the purposes and intents
of this Agreement.
g.
h. Further Assurances;. The Owner and the Consultant shall execute and deliver all other
appropriate supplemental agreements and other instruments and take any other action
necessary to make this Agreement fully and legally effective, binding, and enforceable as
between them and as against third Parties parties and to carry out the purposes and intents
of this Agreement.
i.
j. Waiver;. The waiver of any of the terms and conditions of this Agreement on any
occasion or occasions must be in writing and shall not be deemed a waiver of such terms
and conditions on any future occasion.
k.
l. Successors and Assigns;. This Agreement shall be binding upon and inure to the benefit
of the Owner, its successors, and assigns, and shall be binding upon and inure to the
benefit of the ConsultanConsultant, its permitted successors, and assigns.
m.
n. Severability; If any provision or term of this Agreement is declared void or unenforceable
by the Court of law, the same shall be severed from this Agreement. The remaining
provisions shall be deemed effective and in full force and effect.
o. Time of the Essence;. Time is of the essence with respect to all timeall-time periods set
forth inoutlined in this Agreement.
p.
q. Confidentiality;. Except as otherwise expressly provided, the terms and provisions of this
Agreement, as well as all services and work performed for the Owner pursuant to this
Agreement, shall be confidential between the Owner and the ConsultanConsultant and
shall not be released to any persons or entities except; –
a) (i) to the attorneys, accountants, or other Parties advising the Owner and/orand
the ConsultanConsultant in connection with this Agreement,
b) (ii) in connection with enforcement proceedings in any court or arbitration
proceeding or in connection with any order of the court,
c) (iii) as may be required to comply with any Laws,
d) (iv) to any prospective purchaser of all or any portion of the Owner’s interests in
the Restaurant, any prospective Holder or Landlord, or any prospective purchaser
of any direct or indirect interest in the Owner or any of its partners, and
e) (v) as required by the existing or future rules, regulations, or requirements of any
stock exchange on which the shares of any direct or indirect holder of an equity
interest in the Owner or ConsultanConsultant are listed.
f)
The ConsultanConsultant agrees that it shall keep all information relating to the
Central Kitchen confidential and shall not release the same to any persons or
entities other than Cthe onsultan’sConsultant’s consultants who need to know the
same in connection with the performance of the Consultan’sConsultant’s
obligations hereunder and as may be required to comply with any order of the court
or applicable law.
r. Notices. Any notice, payment, report, request, or other communication (each a “Notice”)
required or permitted to be given by one Party to the other Party under this Agreement
shall be in writing and shall be delivered by; –
i. (a) personal delivery,
ii. (b) express, registered or certified first-class mail, return receipt requested, postage
prepaid,
iii. (c) internationally recognized courier service or
iv. (d) facsimile transmission (with the original being simultaneously delivered by one
of the methods described in subsections (ia)-(iiic)), addressed to the other Party at
its address as indictedindicated below, or to such otherdifferent address as the
addressee shall have furnished to the other Party by like notice:
v.
13. Intellectual Property
The services of the Consultant hereunder and the operations of the Central Kitchen that
the ConsultanConsultant is involved in as described above from the Effective Date until
the termination of this Agreement is expected to continually create and utilize certain
intellectual propertyto create and utilize certain intellectual property continually. All
intellectual property created for the Central Kitchen and the Owner during the Term,
including but not limited to recipes, menus, trademarks, cookbooks, formulas, concepts,
techniques, slogans, chemical, and molecular combinations, and trade secrets
(collectively, “Materials”) shall be considered “work made for hire” (and will be the
Owner’s sole property).
Whereas the parties in agreementagree to the terms and conditions stated above, hereby affix
their respective sign / seal as followsthey hereby affix their respective sign/seal.
The Owner
The Consultant
Name: _______________________________
Name:
_________________________________
Signature: ____________________________
Signature: ______________________________
Date: ________________________________ Date: __________________________________
Signature Signature
_______________ _______________
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