THIS SERVICE AGREEMENT   is made and executed by and between those as listed on the signature page of this Agreement (hereinafter individually referred to as “Party” and collectively as “Parties.”)

PARTIES:

1.     Company on behalf of itself, its successors in interest and affiliates; a Company registered in accordance with the laws of Canada, having its registered office in Canada, (hereinafter referred to as the “Company.”)

AND

2.     Contestants on behalf of themselves, their successors in interest and affiliates; a Restaurant registered in accordance with the laws of Canada (hereinafter referred to as the “Restaurant”)

RECITALS:

1. WHEREAS, the Restaurant is of the opinion that the Company has the necessary qualifications, experience and abilities to provide services to the Restaurant.
2. WHEREAS, the Company is agreeable to providing such services to the Restaurant on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Restaurant and the Company (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

1. Services Provided

The service being offered by the Company in this agreement is:

·      Promoting of services for Restaurant.

·      Advertising Restaurant’s respective Vegan dish.

2. Work Arrangement

Company shall work at its discretion to carry out several promotional services for restaurant.

3. Term of Agreement

This contract shall be effective beginning from the date above and shall run until terminated by either party.

4. Payment

For the service described in this agreement, Restaurant shall pay the Company the entrance fee per contest, per recipe allowed by Vegan Week.

5. Termination

This agreement may be terminated by either party at any time by mutual agreement. This shall be done by providing a 30 days prior written notice to the other party. Company shall not be entitled to any further payment on cancellation of this agreement, apart from anyone originally agreed with restaurant beforehand. Matters regarding Confidentiality intellectual property, and ownership shall survive termination of this agreement.

6. Confidentiality

Confidential information (the “Confidential Information”) refers to any data or information relating to the Restaurant, whether business or personal, which would reasonably be considered to be private or proprietary to the Restaurant and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Restaurant.

The Company agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential information which the Company has obtained, except as authorized by the Restaurant or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement. All written and oral information and material disclosed or provided by the Restaurant to the Company under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Company.

7. Ownership 

Company shall retain ownership of the promotional material made for the Restaurant in this agreement. The services rendered by the Company in this agreement is a work for hire, and shall remain the sole property of the Company, to use as it desires without any restrictions.

8. Capacity/Independent Company

In providing the Services under this Agreement it is expressly agreed that the Company is acting as an Independent Company and not as an employee. The Company and the Restaurant acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Restaurant is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Company during the Term. The Company is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Company under this Agreement.

9.     Online Submission

Both parties agree that this contract would be completed in the form of an online form.

10. Notice

All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:

To the Company at registration@weekofthevegan.com

To the Restaurant as specified in restaurant address and/or email details in the Restaurant account.

11. Indemnification

Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

12. Modification of Agreement

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

13. Assignment

The Company will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Restaurant.

14. Entire Agreement

It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

15. Inurement

This Agreement will inure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

16. Governing Law

This Agreement will be governed by and construed in accordance with the laws of the province of Manitoba and the Federal laws of Canada.

17. Severability

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. Waiver

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

IN WITNESS WHEREOF, the parties have executed this Agreement under seal on the date of registration per Vegan Week campaign and/or Vegan Week contest.