Theseterms and conditions (the “T&Cs”), together with one or moreOrder Forms (each an “Order Form”) for the provision of ChefServices, each signed by the Parties (collectively, this “Agreement”)sets forth the terms under which Klein Kitchen, LLC, a California limitedliability company (the “Klein Kitchen”) will provide the Servicesto the Client. As used in this Agreement and unless the context requires adifferent meaning, capitalized terms used herein shall have the meaningsascribed in Schedule I attached hereto.


1.    GENERAL. From time to time, KleinKitchen and the Client may agree to one or more Order Forms setting forth theServices that Klein Kitchen will perform for the Client. All such Services willbe controlled and governed by the provisions of these T&Cs. In any conflictor inconsistency between an Order Form and these T&Cs, these T&CS willprevail to the extent of the inconsistency.




a.   General. Pursuant to one or moreOrder Forms, a Chef willprovide chef services on short-term or part-time bases or for one-off cateringevents (collectively, the “Chef Services”). The Chef Services tobe provided by the Chefs may include, as more particularly set forth in the applicableOrder Form(s): working with the Client to develop and create a personalizedmenu; conducting grocery shopping required to prepare the meal(s) designed bythe Chef; preparing and presenting meals; and kitchen clean-up. The Client willpay Klein Kitchen the fees and charges set forth in the applicable Order Form(the “Total Chef Fees”) on the payment due dates set forththerein for the Chef Services provided hereunder.


b.   Cancellation.


                       i.     Cancellationfor Convenience. Either Party may terminate any Order Form forany or no reason by giving the other Party a notice of at least forty-five (45)days prior to the commencement date of said Chef Services, or such shorternotice period that may be specified in the applicable Order Form, whereupon thefull amount of Client’s advance, if any, towards the Chef Services Fees payablethereunder will be refunded.


                     ii.     Cancellationby Klein Kitchen. Klein Kitchen may terminate any Order Form atany time, and without advance notice, if the applicable Chef under such OrderForm cannot provide the contemplated Chef Services thereunder, or for reasonsoutside Klein Kitchen’s reasonable control. Klein Kitchen will offer a substituteChef to the Client. If this is not acceptable to Client, the amount of Client’sadvance, if any, towards the Chef Services Fees will be refunded. The refundingof such amounts shall be the Client’s sole and exclusive remedy for KleinKitchen’s termination of the applicable Order Form under this Section 2(b)(ii).The Client shall not be able to claim any other type of remedy whatsoever,notwithstanding any breach of representation or warranty, either expressed orimplied, or the negligence (of any degree) or fault of the Klein Kitchen, andany liability based upon any theory of tort, breach of contract or strictliability.


                   iii.     Cancellationby Client.


1.    General. The Client may notterminate any Order Form unless set forth otherwise in the applicable OrderForm, and all Chef Services Fee due thereunder, less any advance payments, willremain payable to Klein Kitchen despite Client’s cancellation or termination.


2.   Permitted Termination; Termination Fee. AnOrder Form may permit the Client to terminate a specified number of days priorto the scheduled commencement of Chef Services thereunder. Such permitted terminationis subject to the payment of a termination fee which, as set forth in theapplicable Order Form, may equal to a percentage of the Chef Services Fees dueunder such Order Form, expenses incurred by Klein Kitchen related to the ChefServices, or other fees and charges (collectively, the “Termination Fee”).


c.    Agency Disclosure; No Liability. TheClient agrees and acknowledges that Klein Kitchen is functioning and acting asan agent for each Chef, who are disclosed principals for the purposes of thisAgreement. None of the Chefs are employees, representatives, or agents of KleinKitchen. The Client agrees that, except as the context otherwise requires, theterm “Chef” or “Chefs” in this Agreement means only the Chef(s), and notKlein Kitchen. The Client further agrees that all covenants and representationsregarding the provision of the Chef Services, whether made in these T&Cs orin the Order Form(s), are being made on behalf of the respective Chef, and noton behalf of Klein Kitchen. Accordingly, the Client agrees that neither KleinKitchen nor any of its shareholders, directors, officers, or employees nor anyother person assisting them in their duties, shall be liable or responsible tothe Client or any third-party for any negligence, error, act, omission, ordelay related to the provision of the Chef Services.

d.   Noninterference with Business. Duringthe provision of Chef Services hereunder, and for a period of one (1) yearimmediately following the conclusion of the last provision of Chef Services toClient, the Client (or any other person acting on behalf of or in concert withthe Client) shall not, directly or indirectly, solicit, seek to hire or hireany Chef, whether as an employee or independent contractor, except throughKlein Kitchen, or request, induce or attempt to influence any such Chef toterminate or modify in any respect its relationship with the Klein Kitchen.


e.   Liquidated Damages; Not Exclusive Remedy. TheParties agree that in the event of Client’s breach of Section 2(d), theClient will pay Klein Kitchen, as liquidated damages, an amount equal to twentypercent (20%) of the Chef’s annualized compensation and remuneration whileemployed by, or providing services to, the Client (the “LiquidatedDamages”). The Parties expressly agree that the Liquidated Damagespayable hereunder do not constitute a penalty. Additionally, the Partiesacknowledge to having negotiated in good faith for such specific LiquidatedDamages and having agreed that the amount of such Liquidated Damages isreasonable in light of the anticipated harm caused by the breach relatedthereto and the difficulties of proof of loss and inconvenience ornon-feasibility of obtaining any adequate remedy. Accordingly, the Clientagrees that it is estopped from contesting the validity or enforceability ofsuch Liquidated Damages. The Liquidated Damages are not intended to beexclusive of any other right, power or remedy conferred upon or reserved to orby Klein Kitchen under this Agreement arising out of client’s breach of Section2(c), and the Liquidated Damages shall be in addition to every other right,power and remedy given under this Agreement or now or subsequently existing at law.


f.    Alcohol. The Client agrees asfollows to the extent alcohol will be served at an event where Chef Servicesare provided:


                       i.     While theChef may advise Client in determining the amount and variety of alcohol whichmay be appropriate given the nature of the event, the Client is responsible andobliged to procure all alcohol and the bar setup necessary (e.g., olives,napkins, mixer, etc.) for an event.


                     ii.     The Chefmay assist the Client in the serving alcohol, but such assistance is done underthe Client’s strict direction and control.


                   iii.     TheClient is solely and absolutely obligated to ensure those served are of legalage, and Client agrees to verify that all such guests are of legal age, usingproper identification, with picture and birth date.


                   iv.     TheClient is solely responsible to ensure that guests do not operate a motorvehicle if their blood alcohol content reaches or exceeds the California legallimit for operating a vehicle.


                     v.     TheClient is solely responsible for procuring all licenses and permits required toserve alcohol at the Client’s event.


                   vi.     KleinKitchen may terminate any Order Form for an event, including during the event,if the behavior of Client or that of any persons taking part in the event islikely, in the Chef’s or Klein Kitchen's opinion, to cause distress, damage,danger or annoyance to any persons. Client agrees to ensure that any personstaking part in the Client's event act in a safe and responsible manner, abideby all safety procedures, and observe and obey all laws.


g.   Client’s Kitchen.


                       i.     Unlessset forth otherwise in the Order Form, the Client will provide the Chef accessto a fully functional working kitchen, whether located at the Client’s premisesor a third-party premise contracted by the Client (in each case, the “Client’sKitchen”). Upon conclusion of the Chef Services, the Client will inspect Client’sKitchen prior to the Chef’s departure, with the Chef being present during suchinspection, and will notify the Chef of damage, if any, to the Client’s Kitchenthe Client believes was the result of the Chef’s use (the “AllegedKitchen Damage”). Any such Alleged Kitchen Damage shall be resolved bythe parties pursuant to the arbitration provisions set forth in Section 6(f).Any other damage or alleged damage to Client’s Kitchen of which the Chef is notnotified as prescribed in this Section 2(g)(i) or does not comport withthe inspection protocol set forth in this section is subject to Section 2(g)(ii).


                     ii.     ExcludingAlleged Kitchen Damage set forth above, and without limiting the generality of Section6(h) and Section 6(i), the Client hereby generally releases, acquits,and forever discharges the Chef, Klein Kitchen, and Klein Kitchen’s employees,officers, managers and parents from all other damages, liability, costs, andexpenses, foreseen or unforeseen, directly or indirectly arising from or out ofthe Chef’s use of the Client’s Kitchen.


                   iii.     Leftoverfood is unsafe to consume. Accordingly, Klein Kitchen advises the Client todispose food that remains unconsumed at the conclusion of Client’s event. IfClient elects to retain leftover food, the Client agrees to assume fullresponsibility for proper refrigeration and storage thereof. Client herebygenerally releases, acquits, and forever discharges the Chef, Klein Kitchen,and Klein Kitchen’s employees, officers, managers and parents from all otherdamages, liability, costs, and expenses, foreseen or unforeseen, directly orindirectly arising from or out of leftover food retained by Client.


h.   Gratuity. No portion of the ChefServices Fees are designated as a tip or gratuity. The Chef Services Fees areexclusive of gratuity. The Client is encouraged, but not obliged, to pay a tipor gratuity to the Chef. Any such tip or gratuity paid to any Chef is at theClient’s sole discretion.




a.   Invoices. Klein Kitchen willinvoice the Client for all outstanding Fees payable hereunder. All invoices willinclude a detailed break-down of costs and fees, including all advances andpayment made through such invoice date.


b.   Payment. The Client will pay KleinKitchen all Fees invoiced hereunder according to the payment terms set forth inthe applicable Order Form(s), without any deduction, set-off, counterclaim, orpresent or future taxes. Interest of 1% per month will be charged on unpaid Feesmore than fifteen (15) days past due.


c.    Advance. An Order Form mayrequire an advance payment all or a portion of the Chef Services Fees prior tothe provision of the Chef Services. The Client agrees to pay any such advancefees and further agrees that specific dates for the provision of Chef Services willnot be guaranteed or reserved by Klein Kitchen until the advance paymentis received as set forth in the applicable Order Form.


d.   Payment Method; Credit Card Authorization. TheChef Services Fees are due on the dates specified in the applicable Order Form.Until all Chef Services Fees have been paid in full, the Client agrees to keepcurrent the Client's payment method on file with Klein Kitchen, including, butnot limited to, the Client’s credit card, debit card, wire transfer and/orautomated clearing house information. The Client authorizes Klein Kitchen tocharge such payment method on file (pursuant to the authorization set forth inthe Order Form) at the time Klein Kitchen is reasonably certain what balancewill be owed under a given Order Form. The Client agrees to pay Klein Kitchenthe Credit Card Processing Fee in connection with amounts charged to theClient’s credit card and authorizes Klein Kitchen to add the Credit CardProcessing Fee set forth in the Order Form to any amounts charged to theClient's credit card on file. The Client further agrees that additionalincidental expenses may arise about which Klein Kitchen does not become awareuntil the conclusion of Chef Services, and that Klein Kitchen will make anadditional charge against the Client’s credit card on file for such additionalincidental expenses as soon as Klein Kitchen becomes aware of them. Clientrepresents and warrants that the credit limit for the credit card authorizationgranted to Klein Kitchen is sufficient to cover the Chef Services Fees.


4.   INSURANCE. Klein Kitchen mayrequest that Client, at Client’s own expense, name Klein Kitchen an additionalinsured on Client’s homeowners’ insurance policy and/or obtain an HO-3 riderthrough Client’s homeowner’s insurance carrier to protect Chefs providing ChefServices under this Agreement. Client will promptly deliver to Klein Kitchenone or more certificates of insurance evidencing the insurance coveragerequired hereunder.




a.   Definitions. “Force MajeureEvent” means any act or event, whether foreseen or unforeseen, thatprevents a Party (the “Nonperforming Party”), in whole or inpart, from performing its obligations under this Agreement to the other Party(the “Performing Party”) and is beyond the reasonable control ofand not the Nonperforming Party’s fault. Without limiting the generality of theforegoing, each of the following acts or events is deemed to meet the foregoingcriteria for a “Force Majeure Event”: war; military action; terrorist act;flood; lightning; drought; earthquake; fire; volcanic eruption; landslide;hurricane; cyclone; typhoon; tornado; explosion; civil disturbance; laborstrike or similar labor difficulties; pandemic or endemic, including COVID-19;and action of a court or public authority, including lockdowns and otherrestrictions imposed by public authorities as a result of COVID-19.


b.   Suspension and Resumption of Performance. If aForce Majeure Event occurs, the Nonperforming Party is excused from whateverperformance is prevented by the Force Majeure Event to the extent so prevented(a “Suspension of Performance”), provided that obligation byeither Performing Party or Nonperforming Party to make any payment under thisAgreement is not excused as a result of a Force Majeure Event. WhenNonperforming Party is able to resume performance of its obligations under thisAgreement, it shall give the Performing Party written notice to that effect andshall resume performance under this Agreement within reasonable time after thenotice is delivered (the “Resumption of Performance”).


c.    Klein Kitchen as Nonperforming Party. Withoutlimiting the generality of subsections (a) and (b) above, Klein Kitchen isexcused from providing the Chef Services in case of a Force Majeure Eventrelating to, arising from, or attributable to COVID-19, whether foreseen orunforeseen, and such suspension of the Chef Services shall be deemed permittedSuspension of Performance as described in subsection (b).


d.   Termination. If the Suspension ofPerformance continues for more than twelve (12) consecutive months, either Partyis entitled to terminate this Agreement by giving notice to the other Party.




a.   Notice of T&Cs. Uponsigning an Order Form, Client will attest to having read these T&Cs andwill be provided a copy of them. Attestation of having read these T&Cs inthe Order Form shall be deemed to constitute actual notice to the Client ofthese T&Cs, and the Client shall be bound hereby.


b.   Non-Disparagement. Clientshall not make statements or representations, or otherwise communicate,directly or indirectly, in writing, orally, or otherwise, or take any actionwhich may, directly or indirectly, be disparaging, deleterious or damaging tothe integrity, reputation or goodwill of Klein Kitchen or its officers,directors, or employees.


c.    Assignment. The Client will notassign or transfer any rights or obligations under this Agreement without KleinKitchen’s prior written consent. Any such assignment without prior writtenconsent shall be null and void ab initio.


d.   Governing Law. This Agreementshall be governed by, and construed in accordance with, the laws of the Stateof California. The Parties agree and consents to the exclusive jurisdiction ofthe courts of the State of California for all purposes regarding this Contractand further agree and consent that venue of any action brought hereunder shallbe exclusively in the County of Los Angeles.


e.   Attorney’s and Collections Fees. In theevent of litigation relating to this Agreement, the prevailing party shall beentitled to receive from the non-prevailing party all of the reasonable legalcosts and expenses incurred by the prevailing party in any such proceedings,including any appeal therefrom. Without limiting the generality of theforegoing, if Client fails to pay any Fees due under this Agreement and KleinKitchen refers the matter to an attorney or a collection agency to collect suchoutstanding Fees, the Client agrees to pay, in addition to all Fees outstanding(including but not limited to interest pursuant to Section 3(b) of thisAgreement), any and all costs and expenses incurred by Klein Kitchen incollecting such outstanding Fees, including but not limited to reasonableattorney’s fees, court costs, and collection agency fees.


f.    Arbitration. Excluding any disputeover Client’s non-payment of Fees due hereunder, which such dispute is notsubject to this Section 6(e), any dispute arising out of or inconnection with this Agreement shall be resolved exclusively by final andbinding arbitration in Los Angeles, California, under the arbitration rules(the “Rules”) of ADR Services, Inc. (“ADR”), beforea single arbitrator working under the auspices of ADR and selected inaccordance with the Rules, a copy of which may be found here:


Thecost of the arbitration shall be shared equally by the parties. The arbitratorshall be permitted to award any relief that would be available to either partyin a court. The parties will be entitled to conduct discovery to the fullextent permitted by a court. The arbitrator’s decision shall be final andbinding on all parties, and may be entered in any court having competentjurisdiction.


Excludingany dispute over Client’s non-payment of Fees due hereunder, which such disputeis not subject to this Section 6(e), the arbitrator shall haveexclusive authority to resolve disputes over the interpretation, applicability,enforceability, or formation of this agreement, including this arbitrationprovision. An arbitrator may not consolidate any other person’s or entity’sclaims, and may not preside over any form of representative, class,consolidated or collective proceeding. With respect to claims brought pursuantto the California Private Attorney General Act, only individual claims forviolations you are alleged to have suffered are subject to, and allowed under,this arbitration provision.


g.   No Waiver. The failure or delay byeither party in exercising any right hereunder will not operate as a waiver ofsuch right, nor will any single or partial exercise of any right preclude anyother or further exercise such right or the exercise of any other righthereunder.


h.   Severability. Theprovisions at this Agreement are severable. The invalidity or unenforceabilityof any term or provision herein in any jurisdiction shall in no way affect thevalidity or enforceability of any other terms or provisions in thatjurisdiction, or of this entire Agreement in any other jurisdiction. To theextent any provision of this Agreement is judicially determined to beunenforceable, a court of competent jurisdiction may reform any such provisionto make it enforceable. The provisions of this Agreement will, where possible,be interpreted so as to sustain their legality and enforceability.


i.    Limitation of Liability. TheChef and food prepared for Client are all provided by or through Klein Kitchenentirely at the Client’s risk. Neither Klein Kitchen nor any Chef shall beunder any liability to the Client for any loss or damage resulting from anydefect in the services or food, or the failure of any equipment or supplies,regardless of whether Klein Kitchen or the Chef had any prior knowledge.Additionally, neither Klein Kitchen nor Chef is liable for any injuriessustained as a result of the provision of the Chef Services, including but notlimited to any injury resulting from the action or inaction of the Chef orservice staff, or sickness from any food prepared. The Client is solelyobligated to discern the potential of Client or Client’s guests for allergicreactions, and Client’s obligation to affirmatively discern from the Chef whatingredients pose a special threat.


KleinKitchen’s potential liability for any and all causes of action arising withrespect to this Agreement shall be limited to all Chef Services Fees actuallypaid to Klein Kitchen under this Agreement during the 6-month period prior tothe occurrence of the event giving rise to such liability.


j.     No Consequential Damages. KleinKitchen shall not be liable for any incidental, consequential, punitive,exemplary, or special damages of any kind or nature, including, withoutlimitation, any breach hereunder or any termination of this Agreement, whethersuch liability is asserted on the basis of contract, tort (including negligenceor strict liability), or otherwise, even if Klein Kitchen has been warned ofthe possibility of such loss or damages, and regardless of whether any remedyset forth herein fails of its essential purpose, and any right to recover anysuch loss or damages, including, without limitation, any lost revenues or lostprofits, is hereby expressly waived by Client.


k.   Indemnification. Client herebyagrees to defend, indemnify and hold harmless the Klein Kitchen and its owners,members, affiliates, officers, directors, employees, and agents for, from andagainst any claim, loss, liability, damage, fine, penalty, assessment, cost andexpense (including, without limitation costs of investigation and reasonableattorneys’ fees and costs), directly or indirectly relating to, resulting fromor arising out of Client’s breach of this Agreement.




m.  JointPreparation. Each Party to this Agreement (a) hasparticipated in the preparation of this Agreement; (b) has read and understandsthis Agreement; and (c) has been represented by counsel of its own choice inthe negotiation and preparation of this Agreement. Each Party represents thatthis Agreement is executed voluntarily and should not be construed against anyParty hereto solely because it drafted all or a portion hereof.


n.   Counterparts. ThisAgreement may be executed in one or more counterparts, each of which shall bedeemed an original, but all of which together shall constitute one and the sameinstrument. Copies of signatures sent by facsimile transmission shall be deemedto be originals.


o.   Headings. The headings appearingin this Agreement are for convenience and reference only, and are not intendedto, and shall not, define or limit the scope of the provisions to which theyrelate.


Schedule I




ADR”has the meaning set forth in Section 6(f).


Agreement”has the meaning set forth in the preamble.


AllegedKitchen Damage” has the meaning set forth in Section 2(g)(i).


Chef(s)”means the professional chef(s), identified by name in the applicable OrderForm, who will provide the Chef Services to the Client.


ChefRepresentation Surcharge” means the fee charged by Klein Kitchen forthe representation services provided to the Chef, comprised of a percentage ofthe Chef Services Fee, a fixed fee, or a combination thereof.


ChefServices” has the meaning set forth in Section 2(a).


ChefServices Fees” means portion of the Total Chef Fees that will be paidby Klein Kitchen to the Chef for the Chef Services provided hereunder.


Client”means the person or entity identified as such on the Order Form.


Client’sKitchen” has the meaning set forth in Section 2(g)(i).


CreditCard Processing Fee” means the merchant service fee or any similar feepayable by Klein Kitchen in connection with processing the Client’s creditcard, expressed as a percentage of amounts being processed, as such percentageis set forth in the Order Form.


Fees”means, collectively, the Chef Services Fees, any interest due under Section4(b), and all other fees or charges payable to Klein Kitchen hereunder.


ForceMajeure Event” has the meaning set forth in Section 5(a).


KleinKitchen” has the meaning set forth in the preamble.


LiquidatedDamages” has the meaning set forth in Section 3(e).


NonperformingParty” has the meaning set forth in Section 6(a).


OrderForm” has the meaning set forth in the preamble.


Party”means Klein Kitchen or Client individually and “Parties” meansKlein Kitchen or Client, collectively.


PerformingParty” has the meaning set forth in Section 5(a).


Resumptionof Performance” has the meaning set forth in Section 5(b).


Rules”has the meaning set forth in Section 6(f).


Services”means the Chef Services pursuant to one or more Order Forms, as either or bothmay be agreed to by the Parties.


Suspensionof Performance” has the meaning set forth in Section 5(b).


TerminationFee” has the meaning set forth in Section 2(b)(iii)(2).


TotalChef Fees” means the sum of Chef Services Fees and the ChefRepresentation Surcharge, whether explicitly itemized as such in the applicableOrder Form.


T&Cs”has the meaning set forth in the preamble.