1.1 Services. Rouxbe will deliver an online culinary training program for Customer to develop and train associates in food preparation (collectively referred to as the “Course”). The Course will generally cover foundational cooking techniques, as outlined in the curriculum attached as Exhibit A. Rouxbe shall make the Course available to Customer identified end users, or associates (“User” or “Users”). The Course will be delivered to Users through Rouxbe’s proprietary learning management system (“LMS”).
1.2 Course Development. Rouxbe will work with Customer staff to review and adjust the Course, as outlined in Exhibit A, to best meet the needs of Customer Users. Additional new course materials, if desired, would result in an additional fee or fees, as determined and agreed to in advance by the Parties.
1.3 Hosting. Rouxbe will host the Course content at its expense and make the Course available 24 hours a day, 7 days a week for the term of this Agreement (“Term”), as defined in Section 9. Rouxbe will provide Customer administrators (“Administrators”) with backend administrator access to Course participant data, including User enrollment, progress, assessment details, communication notes, completion rates, and any other data collected by Rouxbe from Users.
1.4 Support. Rouxbe will assist with chef support for the Course, which will include all technical and User support and/or assistance, chef-graded assessments and general culinary questions that are submitted by Users.
Payment for the Services includes:
Annual Licensing Subscription Fees. Rouxbe will provide the service on an annual licensing subscription fee basis of US four thousand dollars (US $4500) for unlimited Culinary Foundations, Plant-Based Foundations, Seafood Literacy, and Waste Not licenses.
Annual Support and Update Fees: Basic support and onboarding included in your contract reflect up to 2 hours of onboarding assistance from the Rouxbe launch group. Additional support hours can be purchased.
Multilingual Capability: The Service will be delivered in a multilingual format, supporting English, Spanish, French, Arabic and Mandarin.
Customization and Project Management Fee. Any additional work required to meet the needs of Customer, although not anticipated, will be billed at US three hundred dollars (US $300) per hour.
Invoicing; Payment Terms. Initial 100% of balance ($4500) due upon signing. This initial payment is non-refundable and is required to secure the services outlined herein. Annual renewal invoices due upon receipt.
In connection with the negotiation and/or fulfillment of this Agreement, a Party may have acquired or may acquire or develop non-public information relating to the other Party and its businesses which may include information relating to quality standards, business methods, trends, sales data, recipes, formulas, intellectual property, purchasing history, goals, pricing, marketing strategies, technical specifications or other technical data, research and Customer information (“Confidential Information”). The receiving Party agrees that it will not disclose any Confidential Information of the disclosing Party to any third party unless the disclosure is necessary to fulfill the Receiving Party’s obligations under this Agreement and the third party has agreed to keep the information confidential. The receiving Party agrees to use the Confidential Information of the disclosing Party only for the purpose of fulfilling the receiving Party’s obligations under this Agreement. The receiving Party will return all of disclosing Party’s Confidential Information within three days after receipt of disclosing Party’s written request.
(a)Rouxbe shall own and retain all right, title and interest in and to any and all online material provided by Rouxbe for use in the Course and Rouxbe Brand Features, other than the Customer Materials (as defined in Section 5(b)), including any and all intellectual property rights therein (collectively the “Rouxbe Materials”). Rouxbe grants Customer a non-exclusive, royalty-free, non-transferable license to use the Rouxbe Materials solely as delivered through the LMS during the Term of this Agreement.
(b) Customer shall own and retain all right, title and interest in and to any and all material, including, but not limited to, any written text, video, recipe or imagery provided to Rouxbe by Customer staff, for use in the Course (collectively the “Customer Materials”). Customer grants Rouxbe a non-exclusive, royalty-free, non-transferable license to use the Customer Materials solely in connection with the services performed pursuant to this Agreement.
Rouxbe represents and warrants to Customer as follows:
(a) Rouxbe has all necessary right, power and authority and has taken all necessary action to enter into and perform this Agreement and to grant the rights herein;
(b) The execution and performance of this Agreement by Rouxbe will not violate or conflict with the rights or any third party or with any service, employment, confidentiality, consulting or other agreement to which Rouxbe or its employees is a party or by which Rouxbe or its employees may be bound;
(c) Rouxbe and Rouxbe’s employees will comply with all local, state and federal laws, ordinances, regulations and orders with respect to its performance; and
(d) All Rouxbe Materials provided or created by Rouxbe under this Agreement are current and accurate, are Rouxbe's original work and will not infringe upon, violate, or misappropriate any intellectual property right of any third party.
EXCEPT FOR EITHER PARTY’S BREACH OF SECTION 4 (CONFIDENTIALITY), IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY NATURE ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY WILL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING WILL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF EITHER PARTY AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY. UNDER NO CIRCUMSTANCES WILL Customer, ITS AFFILIATES AND/OR RELATED COMPANIES BE LIABLE TO ROUXBE OR ANY THIRD PARTY FOR AN AMOUNT GREATER THAN THE AGGREGATE AMOUNTS PAID BY Customer HEREUNDER.
Customer agrees that Rouxbe will have no indemnification or other liability or responsibility of any kind for any injury, illness, death, or other bodily harm arising out of or relating to Users use of the Rouxbe Materials and/or the Course.
8.1 Term. The initial term of this Agreement (the “Initial Term”) will commence on the Effective Date and will continue for a period of one year after launch (meaning the first date that a User creates an account for the Course), unless earlier terminated as provided herein. This Agreement will automatically renew for successive one-year periods unless either Party sends a notice of non-renewal to the other Party not less than 60 days prior to the expiration of the then-applicable term (collectively all such renewal terms and the Initial Term shall be referred to herein at the “Term”).
8.2 Termination For Cause. If either party feels any provisions of this agreement have been breached, they can request termination by submitting their reasons to the breaching party. The breaching party will have 30 days to cure the breach and provide satisfactory resolution. Following the effective date of such termination, (a) Rouxbe will not be obligated to continue performing pursuant to this Agreement, (b) Customer will not be obligated to pay Rouxbe for any such terminated services performed or expenses incurred after the effective date of such termination, and (c) neither party will have any obligation, liability or claim to fee reimbursement, to the other (e.g., for anticipated revenues or profits based upon this Agreement or for any costs or expenses incurred in reliance upon this Agreement) on account of any termination, including the payment of Up-Front Fees noted in Section 2 - Compensation.
8.3 Suspension/Termination for Late/Non-Payment. Rouxbe may suspend or terminate this Agreement (to be effective immediately) if any Fees or other amounts due by Customer hereunder fail to be timely paid in accordance with this Agreement or upon reaching 60 days past due, except those amounts that are reasonably contested pursuant to the terms hereof, within thirty (30) days following written notice to Customer by Rouxbe of such failure.
8.4 Effect of Termination. Following any termination or expiration of this Agreement, (a) Customer will pay to Rouxbe all undisputed fees earned prior to termination, (b) each Party will return any Confidential Information or property of the other Party within ten (10) days from the date of such termination, and (d) the terms and conditions of Sections 4 through 11 will survive such termination or expiration of this Agreement.
9.1 Notices. All notices, authorizations, and requests in connection with this Agreement will be deemed given: (a) three (3) days after they are deposited in the U.S. mails, postage prepaid, certified or registered, return receipt requested; (b) one (1) day after they are sent by air express courier, charges prepaid; or (c) on the day of transmittal if sent by facsimile with confirmation of receipt, or other means of accepted electronic communication (including email) with confirmation of receipt, in each case to the address set forth above or to such other address as the party to receive the notice or request so designates by written notice to the other.
9.2 Relationship of Parties. Rouxbe is an independent contractor for Customer, and nothing in this Agreement is intended to create or shall be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. Upon request, Rouxbe shall provide Customer with satisfactory proof of independent contractor status (including a valid business license in the State in which Rouxbe is incorporated). Rouxbe acknowledges that it is not authorized to make any contract, agreement or warranty on behalf of Customer.
9.3. No Exclusivity. Nothing contained in this Agreement will be construed as creating an exclusive relationship between the Parties, and nothing in this Agreement will prevent either Rouxbe or Customer from entering into the same or similar relationship with others.
9.4 Governing Law. This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Washington without regard to conflicts of laws principles. Any unresolved controversy or claim arising out of or relating to this Agreement, except as (i) otherwise provided in this Agreement, or (ii) any such controversies or claims arising out of either Party’s intellectual property rights for which a provisional remedy or equitable relief is sought, shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties, and if no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the American Arbitration Association (the “AAA”), then by one arbitrator having reasonable experience in similar commercial transactions and agreements of the type provided for in this Agreement and who is chosen by the AAA. The arbitration shall take place in King County, WA, in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof.
9.5 Waiver. No waiver of any term, condition or obligation of this Agreement will be valid unless made in writing and signed by the party to which such performance is due. No failure or delay by any party at any time to enforce one or more of the terms, conditions or obligations of this Agreement will (a) constitute waiver of such term, condition or obligation, (b) preclude such party from requiring performance by the other party at any later time, or (c) be deemed to be a waiver of any other subsequent term, condition or obligation, whether of like or different nature.
9.6 Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party; except, that either party may assign this Agreement without consent to (a) any entity that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with such party, or (b) any purchaser of all or substantially all of such party’s assets or to any successor by way of merger, consolidation or similar transaction. Subject to the foregoing, this Agreement will insure to and bind all successors, assigns, receivers and trustees of the respective parties hereto.
9.7. Severability. This Agreement will be enforced to the fullest extent permitted by applicable law. If any provision of this Agreement is held to be invalid or unenforceable to any extent, then the remainder of this Agreement will have full force and effect and such provision will be interpreted, construed or reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision.
9.8 Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all oral understandings, representations, prior discussions and preliminary agreements. Except as otherwise expressly stated herein, this Agreement may be amended only in writing signed by all parties.