Shifting Sands Contract

Shifting Sands: Foresights Shaping the Food & Beverage Industry in 2023/24

This Independent Contractor Agreement (“Agreement”) is made between Client and Culinary Tides (“Tides”). In consideration of the mutual promises of the parties and other good and valuable consideration, the parties hereby agree:

1. Proprietary Rights. Subject to Client’s compliance with this Agreement, Tides hereby grants to Client, a nonexclusive perpetual license in all materials provided to Client by Tides (“Licensed Materials”) for Client’s use in the ordinary course of its business purpose. However, Client shall not (a) sublicense, lease, rent, or resell the materials; or (b) give report to any party outside the company purchasing report; or (c) reverse engineer, decompile or disassemble the materials. This License shall not include any rights to: Tides’ methodology, processes, formula, computations, software or proprietary material (together “Tides Materials”). Any Tides Materials shall remain Tides’ sole and exclusive property.

Client is not an agent or contractor of Tides, and Client’s employees and contractors are not employees or contractors of Tides. Tides’ proprietary materials and the work product prepared for Client by Tides pursuant to this contract may be used only by Client for its benefit. Client and its employees and contractors shall have no authority to, and shall not, disclose or present any of Tides’ proprietary materials or this report, in its entirety, to any other person or entity for any reason without Tides’ express written consent in its sole discretion.

2. Limitation of remedies and liability. Tides services are predictions and opinions based upon an analysis of available data. Due to industry and other factors beyond tides control tides cannot guarantee predictions, trends or outcomes of its analysis. Tides disclaims all warranties express or implied, including, but not limited to, any implied warranty of merchantability, fitness or adequacy for any particular purpose or use, quality or productiveness, or capacity.

Neither Tides nor anyone else who has been involved in the creation, production, or delivery of the services related thereto, shall be liable to client or any party claiming through client for any damages or expenses of any type, including but not limited to any lost profits, lost savings, lost business, loss of anticipated benefits, or other incidental or consequential damages, direct or indirect, special or general, arising out of the use of services or materials developed pursuant to this agreement, whether arising out of contract, negligence, tort, or under any warranty, or otherwise, and whether caused by defect, negligence, breach of warranty, delay in delivery, or otherwise, even if tides has been advised of the possibility of such damages or for any other claim by any other party. Tides’ liability for damages in no event shall exceed the fees paid under this agreement.

3. Payment*. Client shall pay Tides a payment of:

*Payment is due 30 days from the date of invoice. Tides reserves the right to impose reasonable finance or handling charges on any late payment or dishonored checks.

Deliverables:

• PDF report
• PowerPoint deck
• Searchable Database
• 1 hour virtual report review
• 1 month of virtual support