Termination Agreement

DEFINITIONS

For purposes of this Agreement:

• "Service Agreement" means the Bar Service Agreement between the parties.

• "Original Event Date" means the scheduled event date.

• "Termination Date" means the effective date of this termination as specified herein.

BACKGROUND

A. The Parties are presently bound by the Service Agreement referenced above for mobile bartending services.

B. Client has requested termination of the Service Agreement prior to completion of services.

C. The Parties wish to terminate the Service Agreement and resolve any and all rights and obligations arising out of the Service Agreement in accordance with the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. TERMINATION

1.1 Effective Termination: By this Agreement, the Service Agreement is hereby terminated and cancelled effective as of the Effective Date of this Agreement, except as specifically provided herein.

1.2 No Further Services: Bar Service shall have no obligation to provide any services under the Service Agreement following the Effective Date, and Client waives any right to demand performance of the terminated Service Agreement.

2. FINANCIAL OBLIGATIONS AND DEPOSIT RETENTION

2.1 Deposit Retention: In accordance with the terms of the Service Agreement, Client acknowledges and agrees that all deposits previously paid to Bar Service are non-refundable and shall be retained by Bar Service as liquidated damages for the costs, expenses, and lost business opportunities resulting from the termination. Such retention is reasonable compensation for:

- Lost business opportunities and booking conflicts

- Administrative costs and staff scheduling changes

- Procurement commitments and vendor obligations

- Inventory commitments and preparation costs

2.2 Outstanding Balances: Client shall pay all outstanding balances owed to Bar Service under the Service Agreement, including but not limited to:

- Any unpaid portions of the service fee

- Additional charges incurred prior to termination

- Equipment rental fees or damages

- Late fees or interest charges

- Any costs associated with termination processing

2.3 Credit Card Authorization: Client acknowledges and reaffirms that Bar Service is authorized to charge the credit card on file for any outstanding balances owed under the Service Agreement, as provided in the original credit card authorization.

2.4 Payment Due: All amounts due under this Section shall be paid within 10 days of the Effective Date or will be automatically charged to the card on file. Failure to pay or unsuccessful card charges shall result in interest charges at 1.5% per month and Client's liability for all collection costs, including reasonable attorney's fees.

3. EQUIPMENT AND MATERIALS

3.1 Equipment Return: If Bar Service has delivered any equipment, materials, or supplies to Client or the venue, Client shall immediately return all such items in good condition, normal wear and tear excepted. Return must be completed within 48 hours of the Effective Date unless otherwise agreed in writing.

3.2 Equipment Condition: Client is responsible for any damage to, loss of, or theft of Bar Service equipment while in Client's possession. Replacement costs shall be calculated at current retail value.

3.3 Unreturned Equipment: Failure to return equipment within the specified timeframe shall result in Client being charged the full replacement cost of all unreturned items plus a handling fee of $100 per day until return is completed.

4. RELEASE AND INDEMNIFICATION

4.1 Client Release: Client, for themselves and their heirs, successors, and assigns, hereby releases, waives, and forever discharges Bar Service, its owners, officers, directors, employees, agents, successors, and assigns from any and all claims, demands, damages, costs, expenses, loss of services, actions, and causes of action of whatever kind or nature, whether known or unknown, arising from or related to the Service Agreement or its termination, EXCEPT for claims arising from Bar Service's gross negligence or willful misconduct occurring prior to the Effective Date.

4.2 Bar Service Limited Release: Bar Service releases Client from any claims for future performance under the Service Agreement, but expressly reserves all rights to:

- Retain deposits as provided herein

- Collect any outstanding balances or damages owed

- Enforce confidentiality and non-solicitation obligations

- Pursue any claims for equipment damage, loss, or non-return

- Enforce the terms of this Termination Agreement

4.3 Indemnification: Client shall defend, indemnify, and hold harmless Bar Service from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorney's fees) arising from or related to:

- Client's breach of this Termination Agreement

- Any third-party claims related to the cancelled event

- Any claims arising from Client's use or possession of Bar Service equipment

- Any misrepresentation by Client regarding the reason for termination

5. CONFIDENTIALITY AND NON-SOLICITATION

5.1 Confidentiality: Client acknowledges having received confidential and proprietary information from Bar Service, including but not limited to recipes, procedures, pricing, supplier information, and business methods. Client agrees to maintain the confidentiality of all such information indefinitely and not to disclose, use, or benefit from such information.

5.2 Non-Solicitation: For a period of two (2) years from the Effective Date, Client agrees not to:

- Directly or indirectly solicit, hire, or attempt to hire any Bar Service employees or contractors

- Interfere with Bar Service's relationships with suppliers, vendors, or other clients

- Use Bar Service's confidential information to compete with or disparage Bar Service

5.3 Non-Disparagement: Client agrees not to make any disparaging, defamatory, or negative statements about Bar Service, its services, employees, or business practices in any forum, including social media, review platforms, or word-of-mouth communications.

6. INTELLECTUAL PROPERTY

Client acknowledges that all intellectual property provided by Bar Service, including custom cocktail recipes, service procedures, and business methods, remains the exclusive property of Bar Service. Client shall not use, reproduce, or distribute any such intellectual property.

7. DISPUTE RESOLUTION

7.1 Mandatory Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement, including its breach, termination, enforcement, interpretation, or validity, shall be resolved exclusively through binding arbitration administered by the American Arbitration Association in Santa Clara County, California.

7.2 Arbitration Procedures: 

- Arbitration shall be governed by the Commercial Arbitration Rules of the American Arbitration Association

- The arbitrator shall be selected by mutual agreement or through AAA procedures

- The arbitrator's decision shall be final and binding

- Judgment may be entered on the award in any court of competent jurisdiction

7.3 Class Action Waiver: Client expressly waives any right to participate in class action lawsuits or class-wide arbitration against Bar Service.

8. ATTORNEY'S FEES AND COSTS

In any legal proceeding or arbitration to enforce this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable attorney's fees, court costs, arbitration fees, and other expenses incurred in connection with such proceeding.

9. SURVIVAL OF OBLIGATIONS

The following provisions shall survive termination of the Service Agreement and remain in full force and effect: Financial Obligations and Deposit Retention, Release and Indemnification, Confidentiality and Non-Solicitation, Intellectual Property, Dispute Resolution, Attorney's Fees and Costs, and Governing Law and Jurisdiction.

10. GOVERNING LAW AND JURISDICTION

10.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of laws principles.

10.2 Jurisdiction: Subject to the mandatory arbitration clause, any legal proceedings that are not subject to arbitration shall be brought and maintained exclusively in the state or federal courts located within Santa Clara County, California.

10.3 Consent to Jurisdiction: The parties hereby consent to and acknowledge the personal jurisdiction of California courts and waive any defense of inconvenient forum.

11. MISCELLANEOUS PROVISIONS

11.1 Time is of the Essence: Time is of the essence in this Agreement. All deadlines and timeframes specified herein are material terms.

11.2 Electronic Signatures: This Agreement may be executed in counterparts and by electronic signature. Digital and facsimile signatures are binding and considered original signatures.

11.3 Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party, except that Bar Service may assign its rights to collect amounts due hereunder.

11.4 Severability: If any provision of this Agreement is held invalid, void, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remainder of the Agreement shall remain in full force and effect.

11.5 Integration: This Agreement contains the entire agreement between the parties regarding termination of the Service Agreement. All prior negotiations, representations, and understandings are superseded hereby. No modifications are valid unless made in writing and signed by both parties.

11.6 Binding Effect: This Agreement is binding upon the parties and their respective successors, assigns, heirs, executors, administrators, and representatives.

11.7 Cumulative Remedies: All rights, remedies, and benefits provided by this Agreement are cumulative and not exclusive of any other rights, remedies, or benefits allowed by law.

11.8 Notice: All notices required under this Agreement shall be in writing and delivered by certified mail, email with confirmation of receipt, or overnight courier to the addresses specified above.

12. ACKNOWLEDGMENT AND VOLUNTARY EXECUTION

Client acknowledges that:

- They have read and understand this Agreement

- They have had the opportunity to consult with legal counsel

- They are executing this Agreement voluntarily and without coercion

- They understand the financial consequences of termination

- The terms of this Agreement are fair and reasonable under the circumstances