Caterer-Friendly Catering Services Agreement Template

In this Agreement, unless the context otherwise requires, the capitalized terms set forth in this Section shall have the meanings ascribed to them.

"Agreement" means this Catering Services Agreement, including all terms stated herein, together with any written amendment executed by both Parties in accordance with its terms.

"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banks in [Jurisdiction] are authorized or required to be closed.

"Catering Services" means the preparation, cooking, packaging, transportation, delivery, setup, presentation, service, and breakdown of food and beverages, together with the provision of Service Staff, Equipment, and Rentals, as described in this Agreement and in the Event Details.

"Caterer Personnel" means all employees, contractors, subcontractors, agents, and other personnel engaged by the Caterer to perform the Catering Services, including the Service Staff.

"Equipment" means all cooking, warming, refrigeration, serving, and transport apparatus, utensils, and related items supplied by the Caterer for the performance of the Catering Services.

"Event" means the function, gathering, or occasion of the type described in Section 3 of this Agreement, to be held on the Event Date at the Venue.

"Event Date" means the date or dates on which the Event is to take place, as specified in the Event Details.

"Event Details" means the particulars of the Event set out in Section 3 of this Agreement, including the Event Date, the Venue, the service times, and the type of service.

"Fees" means the total amounts payable by the Client to the Caterer for the Catering Services, including the Per-Guest Fee, charges for Service Staff, Equipment, and Rentals, and any other charges set out in this Agreement.

"Final Guest Count" means the definitive number of guests for whom the Client requires Catering Services, as confirmed in writing by the Client in accordance with Section 5.

"Force Majeure Event" has the meaning given in Section 15.

"Menu" means the food and beverage items, and the manner of their preparation and service, selected by the Client and confirmed by the Caterer in accordance with Section 4.

"Non-Refundable Deposit" means the sum payable by the Client under Section 8 as a deposit to secure the Event Date and the Caterer's availability, which is non-refundable in all circumstances as provided in this Agreement.

"Rentals" means tables, chairs, linens, tableware, glassware, flatware, tents, décor items, and other items hired, leased, or procured by the Caterer from third parties or from its own inventory for use at the Event.

"Service Staff" means the chefs, cooks, servers, bartenders, captains, runners, and other personnel provided by the Caterer to perform the Catering Services at the Event.

"Venue" means the location at which the Event is to be held and the Catering Services are to be performed, as specified in the Event Details.

Headings are for convenience only and do not affect interpretation. References to Sections are to sections of this Agreement. The words "including" and "includes" shall be construed without limitation. References to writing include email. References to a Party include its permitted successors and assigns.

The Client hereby engages the Caterer, and the Caterer hereby agrees to provide the Catering Services for the Event, on the terms and subject to the conditions of this Agreement.

The Caterer shall perform the Catering Services with reasonable skill, care, and diligence, in a professional manner consistent with the standards customary in the catering industry for events of a comparable nature and scale.

The scope of the Catering Services comprises the following: [description of food and beverage services, e.g., buffet, plated, stations, cocktail reception, or drop-off delivery]; the provision of Service Staff, Equipment, and Rentals as set out in Section 6; and such additional services as are expressly agreed in writing by the Parties, namely [additional services, if any].

The Caterer shall be solely responsible for the means, methods, and manner of performing the Catering Services, including the selection, supervision, and direction of the Caterer Personnel, subject to the express requirements of this Agreement.

Any service, item, or undertaking not expressly described in this Agreement is excluded from the Catering Services. Any additional or varied services requested by the Client shall be performed only upon the Caterer's written acceptance and shall be charged at the Caterer's then-current rates or at such rates as the Parties agree in writing, being [additional services rate].

The Caterer is an independent contractor. Nothing in this Agreement creates any partnership, joint venture, employment, agency, or fiduciary relationship between the Parties, and neither Party has authority to bind the other except as expressly provided herein.

The Caterer may engage subcontractors or third-party suppliers to perform any part of the Catering Services, provided that the Caterer shall remain responsible to the Client for the performance of the Catering Services in accordance with this Agreement.

The Client acknowledges that the Caterer's undertaking is conditional upon timely payment of the Non-Refundable Deposit and the Fees and upon the Client's compliance with its obligations under this Agreement.

The Event shall be held on the following date and at the following times: Event Date: [Event Date]; Event type: [type of Event]; Caterer arrival and setup time: [setup time]; Guest arrival time: [guest arrival time]; Service start time: [service start time]; Service end time: [service end time].

The Event shall take place at the following Venue: [Venue name and address]. The Client represents that it has full authority to hold the Event at the Venue and to authorize the Caterer's access thereto.

The Client designates [Client Representative Name], reachable at [telephone and email], as its authorized representative with authority to give instructions, approvals, and decisions on its behalf. The Caterer may rely on any instruction from such representative as binding on the Client.

The Caterer designates [Caterer Representative Name], reachable at [telephone and email], as its primary contact for the coordination of the Event.

The Service end time stated above is a firm limit. If the Client requests, or circumstances require, that the Caterer remain beyond the Service end time, the Caterer may, at its sole discretion, agree to extend the service, and the Client shall pay overtime charges at the rate of [overtime rate] per [unit of time], together with any related staff charges.

The Client shall provide the Caterer with a written schedule of any speeches, performances, ceremonies, or other program items affecting food service not later than [number] days prior to the Event Date. The Caterer shall not be liable for any delay in food service, or any deterioration in food quality, resulting from deviations from the agreed schedule or from delays not attributable to the Caterer.

Any change to the Event Date, Venue, or service times requested by the Client shall be subject to Section 9 and to the written agreement of the Caterer, which may be withheld at its discretion having regard to its availability and commitments.

The Client shall select the Menu from the Caterer's available offerings and shall deliver its written Menu selection to the Caterer not later than [number] days prior to the Event Date. The Menu as confirmed in writing by the Caterer shall be the Menu for the Event.

If the Client fails to deliver a Menu selection by the deadline, the Caterer may, at its discretion, prepare a Menu of comparable value and style, and the Client shall be bound by such Menu and shall pay the Fees accordingly.

The Client shall notify the Caterer in writing, not later than [number] days prior to the Event Date, of all dietary restrictions, food allergies, religious or cultural dietary requirements, and other special requirements of the guests, specifying the number of guests affected and the nature of each requirement (the "Dietary Requirements").

The Caterer shall use reasonable efforts to accommodate Dietary Requirements timely notified, and may charge additional amounts for special meals at the rate of [special meal rate] per meal. The Client acknowledges that the Caterer's kitchen and facilities handle common allergens, including nuts, gluten, dairy, eggs, soy, shellfish, and fish, and that the Caterer cannot guarantee that any item is completely free from trace allergens or cross-contact.

The Client shall be solely responsible for informing its guests of the ingredients and allergen risks associated with the Menu. The Caterer shall not be liable for any reaction or injury arising from an undisclosed or late-disclosed Dietary Requirement, or from guest consumption of food not intended for such guest.

The Caterer may substitute any Menu item with an item of comparable quality and value, without the Client's consent, where an ingredient is unavailable, of inadequate quality, or where substitution is reasonably required by food safety, seasonal supply, or circumstances beyond the Caterer's reasonable control. The Caterer shall use reasonable efforts to notify the Client of material substitutions.

Any Menu change requested by the Client after confirmation is subject to the Caterer's written acceptance and to any resulting adjustment of the Fees, and no such change shall be accepted within [number] days prior to the Event Date.

The Client shall notify the Caterer in writing of its estimated guest count at the time of signing, being [estimated guest count] guests, which shall be used for planning and for the calculation of the initial Fees.

The Client shall confirm the Final Guest Count in writing not later than [number] days prior to the Event Date (the "Guarantee Deadline"). The Final Guest Count shall constitute a guarantee of minimum attendance, and the Client shall pay the Fees based on the Final Guest Count or the number of guests actually in attendance, whichever is greater.

The Final Guest Count may not be reduced after the Guarantee Deadline. Any reduction requested thereafter shall not reduce the Fees payable, and the Client shall remain liable for the full Fees calculated on the Final Guest Count.

If the Client fails to deliver the Final Guest Count by the Guarantee Deadline, the Final Guest Count shall be deemed to be the estimated guest count stated above or the highest guest count communicated by the Client in writing, whichever is greater.

The Caterer shall prepare food and beverages for the Final Guest Count plus a contingency of [percentage] percent. The Caterer is not obliged to provide Catering Services for guests in excess of such contingency, but may, at its discretion, do so if circumstances permit.

Any increase in the Final Guest Count after the Guarantee Deadline is subject to the Caterer's ability to accommodate it, and the Client shall pay for all additional guests at the Per-Guest Fee plus a surcharge of [percentage] percent.

Where the Event is attended by fewer guests than the Final Guest Count, no refund, credit, or reduction of the Fees shall be due, and the Client acknowledges that the Caterer will have procured food, staff, and supplies in reliance on the guarantee.

The Caterer shall provide, at its own cost except as charged in the Fees, all Service Staff necessary for the proper performance of the Catering Services, in numbers determined by the Caterer in its reasonable judgment having regard to the Final Guest Count, the type of service, and the Venue.

The Caterer shall supply all Equipment and Rentals required for the Event, as described in the Menu and the Event Details. The Caterer may determine the type, brand, and quantity of Equipment and Rentals in its reasonable discretion, provided that they are fit for the purpose of the Event.

The Caterer shall ensure that the Service Staff are suitably trained, appropriately attired, and, where required, hold the certifications and permits customary for their roles. The Caterer shall be solely responsible for the wages, benefits, taxes, and insurance of the Caterer Personnel.

The Fees include the charges for Service Staff, Equipment, and Rentals only to the extent specified in Section 8. Any items or personnel not specified, including additional Service Staff required due to Venue layout, multiple service locations, delays, or changes by the Client, shall be charged at [staffing rate] per person per hour.

All Equipment and Rentals remain the property of the Caterer or its suppliers at all times. The Client shall not use, move, or remove them except with the Caterer's consent, and shall ensure that guests and third parties do not damage or remove them.

The Caterer shall be entitled to collect Equipment and Rentals at the end of the Event or at a time within [number] hours thereafter. The Client shall ensure access to the Venue for that purpose. Lost, stolen, or damaged Equipment and Rentals during the Event, other than through the Caterer's fault, shall be charged to the Client at replacement cost.

The Client shall not engage, direct, or permit any third-party caterer, vendor, or personnel to perform food or beverage services at the Event without the Caterer's prior written consent. The Client shall ensure that its other vendors do not interfere with the Catering Services.

The Caterer reserves the right to remove from the Event any member of the Service Staff and to replace such person with a suitably qualified substitute, without liability to the Client.

The Client shall ensure that the Caterer, the Caterer Personnel, and their vehicles have safe, timely, and unobstructed access to the Venue at the times stated in the Event Details, including access for loading and unloading, setup, service, and breakdown.

The Client shall procure, at its own cost, all permits, licenses, consents, and permissions required for the holding of the Event at the Venue, other than those required for the Caterer's own business operations.

The Client shall ensure that the Venue provides, at no charge to the Caterer, the facilities reasonably required for the Catering Services, including: adequate working space, [electricity supply], potable water, adequate lighting, refrigeration and kitchen facilities where applicable, waste disposal, and a suitable area for food preparation and storage, as further described in [Venue facilities requirements].

The Client shall inform the Caterer, in advance and in writing, of all Venue rules and restrictions, including load-in procedures, noise limits, insurance requirements, deliveries, parking, and any limitations on open flames, fuel, or equipment.

The Client shall ensure that the Venue is safe, clean, and fit for the purposes of the Event. The Caterer may refuse to provide or may suspend the Catering Services, without liability, where the Venue or its facilities are unsafe, unsanitary, inadequate, or inaccessible, and the Fees shall remain payable in full.

The Client shall be responsible for the conduct of its guests, invitees, and other vendors at the Event, and shall ensure that they treat the Caterer Personnel with respect. The Caterer may suspend or terminate service where Caterer Personnel are subjected to abuse, harassment, threats, or unsafe conditions, without liability and without reduction of the Fees.

The Client shall provide any security, crowd control, and other arrangements necessary for the safety of persons and property at the Event, and the Caterer shall have no responsibility therefor.

The Client shall pay the Caterer the Fees for the Catering Services, calculated as follows: a per-guest fee of [per-guest fee amount] [currency] multiplied by the Final Guest Count (the "Per-Guest Fee"), plus [staffing charges], [Equipment and Rentals charges], [delivery and setup charges], and [other charges], as summarized in the estimated total of [estimated total Fees] [currency].

All Fees are exclusive of taxes, duties, levies, gratuities, and service charges, which shall be borne by the Client and added to the Fees where applicable. A service charge of [percentage] percent shall apply to the Fees, which shall be retained by the Caterer and is not a gratuity unless expressly stated.

Upon execution of this Agreement, and in any event not later than [number] days after the Effective Date, the Client shall pay to the Caterer the Non-Refundable Deposit in the amount of [deposit amount] [currency]. The Non-Refundable Deposit secures the Event Date, compensates the Caterer for the reservation of its capacity and for the loss of other opportunities, and is non-refundable in all cases, including cancellation, postponement, or termination for any reason, save only where the Caterer itself fails to perform the Catering Services without excuse.

The Non-Refundable Deposit shall be credited against the Fees if the Event proceeds. If the Event does not proceed for any reason attributable to the Client, the Non-Refundable Deposit shall be retained by the Caterer as agreed compensation for its reservation of capacity and shall be without prejudice to the Caterer's right to the further amounts payable under Section 9.

The Client shall pay the balance of the Fees, calculated on the Final Guest Count, not later than [number] days prior to the Event Date (the "Final Payment"). Any additional charges incurred on or after the Event Date shall be invoiced and payable within [number] days of the Caterer's invoice.

Payments shall be made by [payment method] to the account designated by the Caterer, without set-off, deduction, or counterclaim. The Caterer may decline to perform the Catering Services if the Final Payment is not received by its due date, and such failure shall be treated as a cancellation by the Client under Section 9.

Late payments shall bear interest at the rate of [interest rate] percent per [period] from the due date until payment in full. The Client shall reimburse the Caterer for all reasonable costs of collection, including legal fees.

The Caterer may require a credit card authorization or other security for payment of incidental charges, and the Client authorizes the Caterer to charge any outstanding amounts thereto.

The Client may cancel the Event by written notice to the Caterer. Upon any cancellation, the Non-Refundable Deposit shall be retained by the Caterer in all cases and without exception.

In addition to the Non-Refundable Deposit, and as agreed liquidated compensation reflecting the Caterer's anticipated loss and not as a penalty, the Client shall pay the following percentages of the total estimated Fees (calculated on the most recent Final Guest Count or estimated guest count): where cancellation is made [number] or more days before the Event Date, [percentage] percent; where cancellation is made between [number] and [number] days before the Event Date, [percentage] percent; and where cancellation is made fewer than [number] days before the Event Date, or on the Event Date, 100 percent.

The Client shall, in addition, reimburse the Caterer for all non-cancellable costs incurred or committed in connection with the Event, including specially ordered food, Rentals, and third-party charges, to the extent not covered by the amounts above.

The Client may request postponement or rescheduling of the Event by written notice. The Caterer shall consider the request in good faith but is not obliged to accept it. Where the Caterer accepts, it shall do so in writing and subject to its availability on the new date.

Where the Caterer accepts a rescheduling, the Non-Refundable Deposit shall be retained and applied to the rescheduled Event once only, and the Client shall pay a rescheduling fee of [rescheduling fee] together with any increase in costs resulting from the new date. A second or subsequent rescheduling shall be treated as a cancellation.

If the Client requests postponement and the Caterer does not accept it, or if the Event does not take place on the Event Date for reasons other than those attributable to the Caterer, the Event shall be treated as cancelled by the Client.

If the Caterer is unable to perform the Catering Services on the Event Date other than due to a Force Majeure Event or the Client's default, its liability shall be limited to refunding the Fees paid for the Catering Services not rendered, and to such further remedy as is stated in Section 13.

The Caterer shall prepare, handle, store, transport, and serve all food and beverages in accordance with the food safety, hygiene, and sanitation standards and the licensing requirements applicable to its business in [Jurisdiction].

The Caterer shall maintain all permits and licenses required for the conduct of its catering business, and shall ensure that the Caterer Personnel observe standards of personal hygiene and food handling appropriate to their roles.

The Caterer shall maintain hot food and cold food at appropriate temperatures during transport and holding. Following service, the Caterer shall not be responsible for the quality or safety of any food that has been left unattended, held beyond [number] hours from the time of service, or handled by persons other than the Caterer Personnel.

The Client acknowledges that the Caterer's food safety responsibility ceases at the end of the service period stated in the Event Details, or upon the removal of food from the Caterer's custody, whichever is earlier.

Unless otherwise agreed in writing, all food prepared for the Event and not consumed shall remain the property of the Caterer. For food safety reasons, the Caterer is not obliged to permit the Client or any guest to take any leftover food and may dispose of it at its discretion.

If the Caterer, in its sole discretion, permits leftover food to be taken away, the Client accepts such food on an "as is" basis and assumes all risk relating to its storage, reheating, and consumption, and the Caterer shall have no liability therefor. The Caterer may require the Client to sign a written acknowledgment to that effect.

The Caterer may refuse to serve, or may withdraw, any food or beverage which it reasonably believes to be unsafe, and shall not be liable for the failure to serve such items, which failure shall not entitle the Client to any reduction in the Fees.

The Client shall promptly, and in any event within [number] hours after the Event, notify the Caterer in writing of any complaint, alleged illness, or injury relating to food or beverages served, and shall cooperate in investigating the matter, including by preserving any relevant samples where possible.

Alcoholic beverages shall be provided and served at the Event only where this is specified in the Event Details and Menu, being [description of alcoholic beverage service, or "none"]. Where the Client supplies alcohol, this shall be permitted only with the Caterer's prior written consent and upon payment of a handling or corkage fee of [corkage fee].

Alcoholic beverages shall be served only by Service Staff, and only in compliance with all laws and regulations applicable to the sale and service of alcohol in [Jurisdiction]. The Caterer shall hold, or shall operate under, such licenses and permits as are required for such service, and the Client shall procure any Venue-related or event-specific permits that are required of it.

The Caterer and the Service Staff shall be entitled, and obliged, to refuse service of alcohol to: any person who appears to be under the legal drinking age or who cannot produce valid proof of age; any person who appears to be intoxicated; and any person whom the Caterer Personnel reasonably believe should not be served. Decisions of the Service Staff in such matters shall be final, and shall not constitute a breach of this Agreement.

The Caterer may stop alcohol service at any time, without liability or reduction of the Fees, where it reasonably considers that continuing service would be unsafe, unlawful, or contrary to responsible service practices, or where the Event overruns its scheduled end time.

The Client shall use its best efforts to ensure responsible consumption by its guests, and shall be solely responsible for guest conduct, for the safe transport of guests from the Event, and for preventing consumption by minors.

The Client shall not permit alcohol to be removed from the Event by guests, and the Caterer shall not be responsible for any alcohol consumed outside the Caterer's service area or after the end of service.

To the fullest extent permitted by law, the Client shall be responsible for, and shall indemnify the Caterer against, all claims arising from the consumption of alcohol by guests at the Event, except to the extent caused by the Caterer's gross negligence or willful misconduct in the service of alcohol.

The Caterer shall take reasonable care to avoid damage to the Venue and its contents while performing the Catering Services. The Caterer shall be liable only for physical damage to the Venue and to the Client's property to the extent directly caused by the negligence of the Caterer Personnel, subject to Section 13.

The Client shall be liable for, and shall pay the cost of repairing or replacing, all loss of or damage to the Caterer's Equipment and Rentals, vehicles, and other property, whether caused by the Client, its guests, invitees, contractors, or other third parties, except to the extent caused by the Caterer's negligence.

The Client shall be responsible for any loss or damage to the Venue, and to the property of the Venue owner or operator, guests, and other vendors, other than that directly caused by the negligence of the Caterer Personnel. The Client shall be solely liable to the Venue owner for compliance with the Venue rules and for the settlement of any claims by the Venue.

The Client shall notify the Caterer in writing of any claim of damage allegedly caused by the Caterer or the Caterer Personnel within [number] hours of the end of the Event, failing which the Client shall be deemed to have waived such claim to the extent permitted by law. Both Parties shall be given a reasonable opportunity to inspect the alleged damage.

The Caterer shall not be responsible for the personal belongings, gifts, décor, cash, or valuables of the Client, its guests, or any third parties, whether or not left in the Caterer's proximity or in areas used by the Caterer.

The Client shall pay to the Caterer, within [number] days of invoice, the amount of any loss or damage for which it is responsible under this Section, calculated at repair or replacement cost, together with any associated loss of rental income.

The Client shall be liable for any fines, penalties, or charges imposed on the Caterer as a result of the Client's or its guests' breach of Venue rules or applicable law, including any cleaning surcharge imposed by the Venue.

To the fullest extent permitted by law, the Caterer's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the Fees actually paid by the Client to the Caterer under this Agreement, excluding the Non-Refundable Deposit.

To the fullest extent permitted by law, the Caterer shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profit, revenue, goodwill, enjoyment, or opportunity, or for emotional distress, whether or not foreseeable and even if advised of the possibility thereof.

Nothing in this Agreement shall exclude or limit liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence to the extent so provided by law, or for fraud.

The Client shall indemnify, defend, and hold harmless the Caterer, its affiliates, and the Caterer Personnel from and against all claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising from or in connection with: the Event, other than to the extent caused by the Caterer's gross negligence or willful misconduct; any breach of this Agreement by the Client; the acts or omissions of the Client's guests, invitees, and other vendors; any Dietary Requirement not timely or accurately notified; and any claim by the Venue or any third party relating to the Client's use of the Venue.

The Caterer shall indemnify the Client against third-party claims for bodily injury or physical damage to property to the extent directly caused by the gross negligence or willful misconduct of the Caterer Personnel in performing the Catering Services, subject to the limitations in this Section.

A Party seeking indemnification shall give prompt written notice of the claim, shall permit the indemnifying Party to control the defense and settlement thereof, and shall provide reasonable cooperation at the indemnifying Party's expense. No settlement that imposes an obligation on the indemnified Party shall be made without its consent, not to be unreasonably withheld.

The Client acknowledges that the Fees reflect the allocation of risk in this Section and that the Caterer would not enter into this Agreement without such limitations. The provisions of this Section shall survive the expiration or termination of this Agreement.

The Caterer shall maintain throughout the term of this Agreement commercial general liability insurance, with limits of not less than [insurance amount] [currency] per occurrence, and such other insurance as is required by law in relation to its business and the Caterer Personnel, including workers' compensation or equivalent coverage.

The Caterer shall, upon the Client's reasonable written request, provide evidence of its insurance coverage in the form of a certificate of insurance. The Caterer's insurance shall not limit or extend its liability under this Agreement.

The Client shall obtain and maintain, at its own cost, event liability insurance covering the Event, including bodily injury, property damage, and, where alcohol is served, host liquor liability, with limits of not less than [insurance amount] [currency] per occurrence, for the period commencing on the Event Date setup time and ending upon completion of the Event.

The Client's insurance shall name the Caterer as an additional insured, shall be primary and non-contributory, and shall include a waiver of subrogation in favor of the Caterer, to the extent permitted by the insurer. The Client shall deliver the certificate of insurance to the Caterer not later than [number] days prior to the Event Date.

If the Client fails to provide the required insurance, the Caterer may, at its option, procure such insurance at the Client's cost, or may suspend or cancel the Catering Services, in which case Section 9 shall apply.

The Client shall bear the cost of any event cancellation insurance, and the Client acknowledges that the Caterer has no obligation to procure insurance for the benefit of the Client or for its guests.

Each Party shall be responsible for the deductibles and self-insured retentions under its own policies.

A "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected Party, which could not have been prevented by reasonable diligence, including: acts of God, fire, flood, earthquake, severe weather, epidemic or pandemic, governmental orders or restrictions, war, terrorism, civil unrest, strikes, labor disputes, utility or power failures, transportation disruption, and failure or unavailability of suppliers.

Neither Party shall be liable for any delay or failure in the performance of its obligations under this Agreement, other than payment obligations, to the extent caused by a Force Majeure Event, provided that it gives prompt written notice to the other Party and uses reasonable efforts to mitigate the effects of such event.

Where a Force Majeure Event prevents the Caterer from performing the Catering Services on the Event Date, the Caterer shall use reasonable efforts to offer an alternative date, and, if the Parties agree to such date, the Non-Refundable Deposit and any Fees paid shall be applied to the rescheduled Event.

Where the Parties do not agree on an alternative date within [number] days of the notice of the Force Majeure Event, either Party may terminate this Agreement by written notice. In such case, the Non-Refundable Deposit shall be retained by the Caterer, and the Caterer shall be entitled to be paid for all costs incurred and commitments made prior to the termination, and shall refund any balance of the Fees paid in excess of such costs.

A Force Majeure Event affecting the Client, the Venue, or the guests, including closure of the Venue or inability of guests to attend, shall not relieve the Client of its payment obligations, and shall be treated as a cancellation under Section 9 unless the Caterer agrees otherwise in writing.

The Client's obligation to pay any sum due under this Agreement is not excused by a Force Majeure Event.

This Agreement shall commence on the Effective Date and, unless terminated earlier in accordance with its terms, shall continue until the completion of the Catering Services and the payment in full of all amounts due to the Caterer.

The Caterer may terminate this Agreement immediately by written notice if the Client: fails to pay any amount when due, including the Non-Refundable Deposit or the Final Payment; breaches any other material term of this Agreement and fails to cure such breach within [number] days of notice; becomes insolvent, bankrupt, or subject to any insolvency proceeding; or provides inaccurate or misleading information material to the Catering Services.

The Caterer may terminate or suspend the Catering Services immediately, without liability, if it reasonably believes that continuing performance would endanger the safety of persons or property, would breach applicable law, or would expose the Caterer to unreasonable risk.

The Client may terminate this Agreement for the Caterer's material breach, which remains uncured [number] days after written notice detailing the breach, provided that such termination shall not apply where the breach is attributable to the Client or to a Force Majeure Event. Termination by the Client under any other circumstances shall be treated as a cancellation under Section 9.

Upon termination by the Caterer for the Client's default, the Client shall remain liable for the amounts payable under Section 9 as if the Client had cancelled the Event on the date of termination, and the Non-Refundable Deposit shall be retained by the Caterer.

Termination or expiration of this Agreement shall not affect any rights, remedies, or obligations accrued before termination, nor any provision which by its nature is intended to survive, including Sections 8, 9, 10, 12, 13, and 17.

Upon termination, the Client shall promptly return or permit the Caterer to retrieve all Equipment and Rentals and shall pay all outstanding amounts.

This Agreement and any dispute or claim arising out of or in connection with it, including its formation, validity, or interpretation, and any non-contractual obligations, shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict of laws principles.

The Parties shall first attempt to resolve any dispute arising out of or in connection with this Agreement through good-faith negotiations between their representatives. Either Party may initiate such negotiations by written notice describing the dispute (a "Dispute Notice").

If the dispute is not resolved within [number] days of the Dispute Notice, the Parties shall, before commencing any proceedings, refer the dispute to mediation before a mediator agreed by the Parties, or, failing agreement, appointed by [mediation institution]. The costs of mediation shall be shared equally.

If the dispute is not resolved by mediation within [number] days of the commencement of mediation, the dispute shall be finally resolved by [binding arbitration administered by [arbitration institution] in accordance with its rules / the courts of [Jurisdiction]], and the seat and venue of such proceedings shall be [city and jurisdiction]. The language of the proceedings shall be English.

The prevailing Party in any such proceedings shall be entitled to recover its reasonable legal fees, costs, and expenses from the other Party.

Nothing in this Section shall prevent the Caterer from seeking injunctive or other urgent relief from a competent court, or from commencing proceedings for the collection of unpaid Fees, at any time and without first complying with the preceding provisions of this Section.

Each Party shall continue to perform its obligations under this Agreement pending the resolution of any dispute, except to the extent that the Agreement has been terminated or the Caterer is entitled to suspend performance.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior proposals, quotations, negotiations, representations, and understandings, whether oral or written. The Client acknowledges that it has not relied on any statement not set out in this Agreement.

No amendment or variation of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties.

The Client may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Caterer. The Caterer may assign this Agreement, or subcontract its obligations, to any affiliate or to a successor to its business.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith a valid replacement provision which most nearly achieves the original intent.

No failure or delay by either Party in exercising any right or remedy shall operate as a waiver thereof, and no single or partial exercise shall preclude any further exercise of that right or remedy.

All notices under this Agreement shall be in writing and delivered by hand, by recognized courier, or by email to the addresses set out in the signature section of this Agreement, or to such other address as a Party may notify in writing. Notices shall be deemed received upon delivery if delivered by hand or courier, and on the next Business Day following transmission if sent by email without notice of failed delivery.

The Caterer may photograph and record the food, setup, and presentation of the Event for its portfolio and promotional use, provided that it shall not identify the Client by name or disclose any confidential information without the Client's consent.

Each Party shall keep confidential the non-public information of the other Party disclosed in connection with this Agreement, except as required by law or as necessary to perform or enforce this Agreement.

This Agreement may be executed in counterparts, including by electronic signature and electronic transmission, each of which shall be deemed an original and all of which together shall constitute one instrument.