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This agreement is concluded between [Redacted], which is duly incorporated under the laws of Thailand, with its principal place of business at [redacted] (hereafter “Owner” and “Party A”) and [redacted], which is duly incorporated under the laws of Thailand, with its principal place of business at [redacted] (hereafter “Consultant” and “Party B”) to evidence the following.
The Owner wishes to make effective use of the restaurant facilities located inside [redacted] and the Consultant has proposed improvements to the management of the restaurants as a means of increasing profit. Accordingly, in consideration of the terms and conditions provided below and other mutual understandings, the Owner and the Consultant agree as follows:
(Definitions)
Article 1 In this agreement, “Sales” shall mean the total sum of all cash, credit card transactions, and payments made by other methods during the term of this agreement accumulated by the Consultant.
In this agreement, “Expenses” shall mean the expenditures arising from the management of the restaurants during the term of this agreement, which are bona fide and deemed by the Consultant to be necessary.
In this agreement, “Profit” shall mean the amount representing the difference between the Sales and the Expenses.
In this agreement, “Consulting” shall mean the advice provided by the Consultant to the Owner, whether orally or in writing, which falls within the following scope:
① Decisions about menus and pricing
② Food purchases
③ Introduction of food preparation methods and cooking equipment
④ Hiring, training, and dismissal of employees
⑤ Interior decoration of the restaurants’ premises
⑥ Management of Sales and Expenses
⑦ Advertising and publicity
(Consulting)
Article 2 The Consultant shall carry out the Consulting activities during the term of this agreement. The Owner shall provide management education so that the restaurants’ managers carry out their duties in accordance with instructions from the Consultant and so that employees carry out their respective duties in accordance with instructions from the restaurants’ managers.
2 In the event that the Consultant reports the lack of cooperation by one of the Owner’s employees with the improved management system, the Owner shall take necessary measures, such as an official warning to or dismissal of such employee.
(Expenses)
Article 3
(a) The amount of [redacted] shall be allocated for rental fees for the flooring and kitchen appliances and the like in the preliminary calculations.
(b) The amount of [redacted]TB shall be allocated in the preliminary calculations for the condominiums of the Japanese staff (housing costs) and their transportation costs to [redacted].
(c) Personnel expenses and costs for food purchases, the purchase of furniture and fixtures, interior decoration of the restaurants’ premises, and advertising and publicity.
(d) Costs for utilities (electricity, water services, heat and light) shall be included in the rental fee.
(Compensation)
Article 4 As compensation, the Owner shall pay [redacted]of the Profits accumulated by the Consultant each month by the end of the next following month to the Consultant’s bank account designated in an invoice. In addition, the Consultant shall bear all bank transfer fees.
(Confidentiality)
Article 5
1 The parties to this agreement agree that all listed information which is clearly designated as “confidential information” at the time of disclosure of such information by the disclosing party (redacted) to the non-disclosing party (redacted) shall be deemed “confidential information” and the non-disclosing party agrees to handle such information as confidential information. Notwithstanding the foregoing, the non-disclosing party may disclose such confidential information to its directors, officers and employees. In this case, the non-disclosing party shall apprise its officers, directors and employees who have received the confidential information of the execution of this agreement as well as the confidentiality obligations of the non-disclosing party under this agreement.
2 The non-disclosing shall take every reasonable measure to prevent the disclosure of the confidential information provided for in the preceding paragraph. Notwithstanding foregoing, the non-disclosing party shall be relieved of liability for any disclosure of the confidential information which is made pursuant to a judicial order, court decision or administrative rules and regulations.
Notwithstanding this article, neither party shall have any liability for the disclosure or use of the [confidential] information based on the examples listed below:
(a) The confidential information becomes publicly known without any breach of this agreement or breach of confidentiality obligations by the non-disclosing party;
(b) Information that is known by the non-disclosing party prior to the disclosure of the confidential information to the non-disclosing party or was disclosed to the non-disclosing party by a third party with the right to make such disclosure;
(c) Information that was independently developed by the non-disclosing party without use of the confidential information disclosed by the disclosing party; and
(d) Information that is disclosed or used by the non-disclosing party after receiving the prior written consent and agreement of the disclosing party.
The confidentiality obligations of this article shall remain in effect for a period of five years following the expiration of the term of this agreement or the termination of this agreement, without regard in either case to the reason therefor.
(Term of Agreement)
Article 6 As long as the agreement is not terminated prior to the expiration of its term of April 1, 2015 through March 31, 2018, this agreement shall remain in effect for a period of 3 years from the date of its execution.
(Termination of Agreement)
Article 7 Either party to this agreement may, while reserving its right to exercise its rights and remedies under this agreement, terminate this agreement at any time upon the occurrence of any of the following events.
(a) Ten days following written notice from the non-breaching party to the breaching party in the event of the failure of the breaching party to perform its obligations under the agreement or a breach of the agreement; provided that the breach situation or force majeure event remains unresolved;
(b) Party A does not accept the Consulting from Party B or is determined by Party B not to be enthusiastic about the improved management, even though Party A has accepted the Consulting;
(c) If either party files a petition for bankruptcy, civil rehabilitation, corporate reorganization or the like, or a petition for bankruptcy, civil rehabilitation, corporation reorganization or the like is filed against such party;
(d) If either party is dissolved or liquidated; or
(e) If a substantial change occurs in the ownership, management or controlling interest of either party.
(Force Majeure)
Article 8 In the event that either party to this agreement becomes unable to perform any obligation under the agreement for a reason beyond its control, such party shall not have any liability for such defaults as inability to perform or delay in performance; nor shall such party have any liability for damages arising from such default. Events of force majeure shall include, but not be limited to, acts of God, earthquakes, typhoons, tidal waves, fires, epidemics, war, acts of terrorism, civil unrest, strikes, lockouts, slowdowns, other labor disputes, governmental actions, orders, or regulations or the like.
(Assignment)
Article 9 Neither the Owner nor the Consultant may assign or transfer any of its rights or obligations under this agreement to a third party without the prior written consent of the other party.
(Governing Law)
Article 10 This agreement shall be governed by and interpreted in accordance with the civil and commercials laws of Thailand.
(Agreement on Jurisdiction)
Article 11 The parties agree that the civil courts of Thailand or the Southern Bangkok summary court shall have exclusive jurisdiction in the first instance over disputes, questions and differences of opinion relating to this agreement.
(Entire Agreement)
Article 12 This agreement constitutes the entire agreement and understanding of the parties with respect to this agreement. This agreement supersedes and replaces any agreements, understandings, or intentions of the parties prior to the formation of this agreement, whether written or oral.
As evidence of the agreement above, each party signed its respective agreement on the date written above.
(Party A) [redacted]
(Party B) [redacted]
Date
Name ________________________ ___________________________
Lucinda Lohman-Oota is a legal linguist, translator, editor, educator, and the founder of InScribe Language Consulting. (www.inscribe-consulting.jp)
Lucinda has spent two-thirds of her professional career in Japan, where she worked as a foreign attorney in the Tokyo and Osaka offices of Ohebashi LPC & Partners, one of Japan’s premiere law firms for more than 10 years. On the U.S. side, Lucinda has worked in the New York offices of two top U.S. firms--Weil Gotshal & Manges and Dewey Leboeuf. Lucinda has worked closely with Japanese companies of all sizes, ranging from small biotech startups to publicly-traded multinationals, and is highly knowledgeable about Japan’s major industry sectors, particularly manufacturing and pharmaceuticals.
Lucinda has also worked in-house with Panasonic Electric Works as their first-ever foreign lawyer, and more recently, at Sumitomo Dainippon Pharma.
Please see www.inscribe-consulting.jp for more information.
キーワード： Japanese, translation, legal, proofreading, editing, pharmaceutical, electronics, automotive, non-disclosure, manufacturer. See more.Japanese, translation, legal, proofreading, editing, pharmaceutical, electronics, automotive, non-disclosure, manufacturer, joint venture, stock purchase, joint development, purchase and sale, lawyer, . See less.
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