Canteen Agreement Format Between Company and Contractor

This Agreement is executed at on this day of , 20.

BETWEEN

, a company/body corporate/firm having its registered or principal office at , acting through its authorised signatory , hereinafter referred to as the "Company" or "First Party" (which expression shall, unless repugnant to the context, include its successors and permitted assigns), of the ONE PART;

AND

, a proprietorship/partnership/LLP/company having its office at , acting through , hereinafter referred to as the "Contractor" or "Second Party" (which expression shall, unless repugnant to the context, include its successors and permitted assigns), of the OTHER PART.

The Company and the Contractor are individually a "Party" and collectively the "Parties".

Recitals

A. The Company operates its establishment at ("Premises") and proposes to provide canteen/cafeteria services for its employees and, where permitted, clients, guests and visitors.

B. The Company has earmarked approximately square feet at the Premises for the canteen/cafeteria.

C. The Contractor represents that it has the experience, personnel, registrations, licences and resources required to provide food and canteen services lawfully and hygienically.

D. Relying on those representations, the Company has agreed to engage the Contractor on the following terms.

1. Appointment and Scope of Services

1. The Company appoints the Contractor on a non-transferable basis to operate the canteen/cafeteria at the Premises and to prepare, procure where permitted, supply and serve approved food, beverages and snacks during the agreed service hours.
2. Services shall be provided to employees and such other authorised users as the Company may permit. The Contractor shall not sell or supply goods or services outside the agreed scope without prior written approval.
3. The menu, portion sizes, service standards, service hours and approved rates shall be recorded in schedules or written instructions agreed by the Parties and may be revised by mutual written consent.
4. The Contractor shall not assign, sub-contract or transfer the whole or any material part of the services without the Company's prior written consent.

2. Space, Utilities and Equipment

1. Subject to the Company's internal rules, the Company shall permit the Contractor to use the designated canteen area solely for performing this Agreement. No tenancy, lease, licence interest beyond the contractual right of use, or other right in immovable property is created.
2. The Company shall provide, as agreed in writing, suitable space, electricity/power connection and potable or filtered water supply. Responsibility for utility charges, deposits and consumption shall be as specified in Schedule A.
3. The Contractor shall provide and maintain its kitchen operating supplies, utensils, crockery, service equipment, storage containers, protective gear and other items stated in Schedule A. Any additional equipment brought into the Premises requires the Company's prior approval.
4. Title to the Contractor's approved movable equipment and stock shall remain with the Contractor unless expressly purchased by or transferred to the Company in writing.

3. Menu, Rates, Billing and Taxes

1. The menu and prices shall be approved by the Company or its Canteen Committee. The Contractor shall not charge more than the approved rates.
2. The approved rates shall specify whether taxes are included or payable additionally. GST, tax invoices, input-tax documentation and other indirect-tax obligations shall be handled in accordance with applicable law.
3. Where the Company subsidises meals, the billing mechanism, employee contribution, coupon/card system, reconciliation procedure and payment period shall be stated in Schedule B.
4. No price revision shall be effective unless approved in writing by the Company.

4. Service Hours and Canteen Committee

1. The normal service hours shall be from to on days per week, subject to holidays, shifts and operational requirements.
2. Extended or special service may be provided where mutually agreed. The commercial terms for additional hours or special events shall be confirmed in writing.
3. The Company may constitute a Canteen Committee comprising employee/management representatives and, where appropriate, a representative of the Contractor. Feedback on menu, quality and service may be considered at periodic reviews.

5. Food Safety, FSSAI Licence and Hygiene

1. The Contractor shall, at its own cost, obtain and keep valid every FSSAI registration or licence required for the food business carried on under this Agreement and shall display or produce the licence/registration as legally required.
2. The Contractor shall comply with the Food Safety and Standards Act, 2006, applicable rules, regulations, orders and directions, including applicable licensing conditions and sanitary and hygienic requirements.
3. Food shall be procured, transported, stored, prepared, handled and served in hygienic conditions and within applicable temperature, shelf-life and safety requirements. Raw materials shall be obtained from lawful and reliable sources.
4. The Contractor shall maintain appropriate cleaning, pest-control, waste-disposal, water-quality, storage and food-safety records and shall cooperate with lawful inspections by competent authorities.
5. Food handlers shall maintain personal hygiene and use clean uniforms, head covers, gloves or other protective equipment where appropriate. The Contractor shall arrange health/fitness examinations or certificates where required by applicable law, licence conditions or the Company's reasonable safety policy.
6. The Contractor shall immediately stop serving and safely withdraw any food suspected to be unsafe, contaminated, stale, adulterated, mislabelled or otherwise non-compliant, and shall promptly inform the Company of any material food-safety incident.
7. The Contractor shall be responsible for food-safety complaints attributable to its acts or omissions and shall take immediate corrective action, including replacement, investigation and cooperation with competent authorities.

6. Contractor Personnel and Labour-Law Compliance

1. Personnel deployed by the Contractor shall remain under the Contractor's employment, supervision and disciplinary control, subject to the Company's security, safety and access requirements. Nothing in this Agreement shall by itself create an employer-employee relationship between the Company and the Contractor's personnel.
2. The Contractor shall comply with the Code on Wages, 2019; Code on Social Security, 2020; Occupational Safety, Health and Working Conditions Code, 2020; Industrial Relations Code, 2020; and all applicable rules, schemes, notifications, State/UT provisions and lawful directions.
3. The Contractor shall be responsible for timely payment of wages and lawful benefits, maintenance of registers and records, issue of employment documentation where required, working hours, leave, safety, welfare, social-security contributions and all other obligations applicable to its personnel.
4. Where any statutory obligation, recovery, contribution or liability is imposed on the Company as principal employer or otherwise because of the Contractor's default, the Contractor shall reimburse and indemnify the Company to the extent permitted by law.
5. The Contractor shall deploy only suitably trained and legally employable personnel. It shall conduct identity and antecedent verification where lawful and reasonably required for access to the Premises.
6. The Contractor shall issue identity cards to its personnel and ensure compliance with the Company's entry, exit, security and safety procedures. Any frisking or search shall be conducted only in accordance with law and the Company's lawful security policy, with due regard to dignity and privacy.
7. The Contractor shall promptly replace personnel who materially breach safety, hygiene, security or workplace-conduct requirements, subject to applicable employment law.

7. Quality, Inspection and Corrective Action

1. The Company may reasonably inspect the canteen area, food-service conditions, approved records and service quality without unreasonably disrupting operations.
2. Where a deficiency is identified, the Company may issue written notice specifying corrective action and a reasonable rectification period. Serious food-safety, security or statutory breaches may require immediate action.
3. The Contractor shall cooperate in audits and shall provide copies of relevant licences, registrations, insurance policies, statutory payment records and other compliance documents reasonably connected with this Agreement.

8. Restrictions

1. The Contractor shall not serve alcoholic beverages or any prohibited item. Whether non-vegetarian food is permitted shall be specified by the Company in Schedule B.
2. The Contractor shall not use the Premises for any unrelated business, storage or activity.
3. No signage, advertisement or third-party promotion shall be displayed without the Company's prior written consent.

9. Licences, Permissions and Statutory Records

1. The Contractor shall obtain and maintain all registrations, licences, permits, approvals and certificates legally required for its operations, including food-business authorisations and any applicable local trade, fire, health, labour or municipal permissions.
2. The Contractor shall nominate responsible persons where required by food-safety or other applicable law and shall keep the Company informed of material changes affecting statutory compliance.
3. Each Party shall comply with laws specifically applicable to its own obligations under this Agreement.

10. Insurance

1. The Contractor shall maintain insurance reasonably appropriate to the services and risks, which may include employee/workplace coverage required by law, public liability, product liability and insurance for Contractor-owned equipment.
2. On request, the Contractor shall furnish evidence of current insurance and payment of premiums.

11. Indemnity

1. Subject to applicable law, the Contractor shall indemnify and keep indemnified the Company, its directors, officers and employees against third-party claims, statutory liabilities, losses, damages, penalties, costs and reasonable legal expenses arising from:
   • breach of this Agreement by the Contractor;
   • unsafe or non-compliant food attributable to the Contractor;
   • breach of applicable food, labour, tax, safety or licensing requirements by the Contractor;
   • acts or omissions of the Contractor or its personnel causing bodily injury, property damage or loss; or
   • claims by the Contractor's personnel arising from the Contractor's failure to discharge its statutory or contractual obligations.
2. The indemnified Party shall, where practicable, promptly notify the indemnifying Party of a claim and provide reasonable cooperation in its defence.

12. Confidentiality, Data and Workplace Policies

1. The Contractor and its personnel shall keep confidential all non-public business, security and operational information obtained at the Premises and shall use it only for performing the services.
2. Personal data, access records or employee information received by the Contractor shall be handled only for lawful and authorised purposes and in accordance with applicable data-protection requirements.
3. The Contractor shall comply with lawful workplace policies communicated by the Company, including policies relating to safety, prevention of harassment, security, emergencies and prohibited conduct, to the extent applicable to contractor personnel.

13. No Exclusivity Unless Agreed

Unless Schedule B expressly grants exclusivity, this Agreement does not prevent the Company from making alternative food arrangements or appointing another service provider. Any agreed exclusivity shall be subject to performance, legal compliance and the terms of this Agreement.

14. Term, Renewal and Termination

1. This Agreement shall commence on and continue for 12 months, unless terminated earlier in accordance with this Agreement.
2. The Parties may renew the Agreement by a written instrument executed before expiry, with such revised terms as they mutually agree.
3. Either Party may terminate the Agreement without cause by giving 30 days' prior written notice to the other Party, unless a different notice period is stated in Schedule B.
4. For a remediable material breach, the non-defaulting Party may issue written notice allowing 15 days to cure the breach. If the breach is not cured within that period, the non-defaulting Party may terminate the Agreement by written notice.
5. The Company may suspend food service immediately and/or terminate the Agreement for a serious food-safety hazard, loss or suspension of a required licence, fraud, wilful misconduct, serious security breach, unlawful activity or any breach that cannot reasonably be cured.

15. Consequences of Expiry or Termination

1. On expiry or termination, the Contractor shall stop operations and, within 72 hours or such other period agreed in writing, remove its personnel, stock, equipment and other property, subject to security and exit procedures.
2. The Contractor shall leave the allotted area reasonably clean and in the condition required by the Agreement, normal wear and tear excepted.
3. If approved equipment is not removed after written demand and expiry of the agreed removal period, the Company may handle or store it at the Contractor's risk and reasonable cost, subject to applicable law.
4. Accrued payment obligations, indemnities, confidentiality obligations and provisions intended by their nature to survive shall continue after termination.

16. Dispute Resolution and Arbitration

1. The Parties shall first attempt in good faith to resolve any dispute through discussions between authorised representatives within 30 days of written notice of the dispute.
2. If the dispute is not resolved, it shall be referred to arbitration by a sole independent and impartial arbitrator mutually appointed by the Parties. If the Parties do not agree on the appointment, either Party may seek appointment in accordance with the Arbitration and Conciliation Act, 1996, as amended.
3. The seat and legal place of arbitration shall be . Hearings may be conducted physically or electronically as permitted by the tribunal and law. The language of arbitration shall be English, unless otherwise agreed.
4. The arbitration agreement and proceedings shall be governed by the Arbitration and Conciliation Act, 1996 and amendments in force.
5. Subject to the arbitration clause and applicable law, courts at the agreed seat/place having competent jurisdiction shall have jurisdiction over matters requiring court intervention.

17. General Terms

1. Notices: Notices shall be sent to the addresses and authorised email IDs stated in Schedule B or subsequently notified in writing.
2. Amendment: No amendment is valid unless recorded in writing and accepted by authorised representatives of both Parties.
3. Severability: If any provision is held invalid or unenforceable, the remaining provisions shall continue to the extent legally permissible.
4. Waiver: Failure or delay in enforcing a right shall not by itself constitute waiver.
5. Entire Agreement: This Agreement and its schedules constitute the agreement between the Parties concerning the subject matter and supersede prior discussions on that subject.
6. Stamping and Execution: The Agreement shall be executed on appropriate stamp paper or otherwise duly stamped/e-stamped in accordance with the applicable stamp law of the relevant State/UT.

18. Schedules

Schedule A: Space, utilities, equipment, inventory and maintenance responsibilities.

Schedule B: Menu, rates, subsidy/payment mechanism, service hours, notice details, approved activities and special commercial terms.

Schedule C: Copies/details of licences, registrations, insurance and key compliance documents.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

Witnesses

1. Signature: __________________ Name & Address: ______________________________________________

2. Signature: __________________ Name & Address: ______________________________________________