Master Terms and Conditions

1. Best Commercial Efforts

All work and responsibilities of StratonHunter and our team resources will be performed using best commercial efforts to accomplish the items set forth in this agreement.

2. Confidentiality

StratonHunter recognizes that certain confidential information concerning the Client will be furnished by the Client in connection with the Project (“Confidential Information”).

StratonHunter agrees to disclose Confidential Information only to its directors, officers, employees, advisors, or agents who need to know such information, or to the Client’s advisors and not to disclose Confidential Information to anyone else. Confidential Information shall not include information that:

  1. (i) was in StratonHunter’s possession prior to receipt;
  2. (ii) becomes publicly available through no breach of this Agreement; or
  3. (iii) is independently developed or acquired without violating this Agreement.

The Client acknowledges that StratonHunter will rely primarily on the Confidential Information and publicly available information without independent verification and does not assume responsibility for its accuracy or completeness.

If StratonHunter is legally compelled (via subpoena, court order, agency request, etc.) to disclose Confidential Information, such disclosure shall not constitute a breach provided StratonHunter:

  1. (a) promptly notifies the Client;
  2. (b) consults with the Client regarding legal steps to resist or narrow the request; and
  3. (c) uses best efforts to obtain confidential treatment for any disclosed information.

3. Use of StratonHunter Name and Work Products

StratonHunter may provide the Client with reports, analyses, and materials, including but not limited to advertising and marketing materials (“Materials”). Upon delivery, the Materials shall become the property of the Client, except to the extent the Materials contain proprietary information belonging to StratonHunter, in which case such proprietary information shall be delivered in a stand-alone separate report (the “Proprietary Information”).

The Client may share the Proprietary Information with legal counsel, accountants, or investment bankers retained for the Project, provided that such parties:

  1. (i) are informed of the confidential nature of the Materials;
  2. (ii) agree not to disclose them further; and
  3. (iii) agree not to attribute information to StratonHunter in any third-party discussions.

The Client agrees not to reference StratonHunter in press, advertising, promotional materials, or communications intended to influence third parties without prior written consent.
If the Client is legally required to disclose the Proprietary Information, such disclosure shall not breach this Agreement provided the Client:

  1. (a) promptly notifies StratonHunter;
  2. (b) consults regarding legal steps to resist or narrow the request; and
  3. (c) uses best efforts to obtain confidential treatment of the disclosed portion.

4. Work Product

The Client receives a perpetual, irrevocable, non-transferable, paid-up license to use and copy the Proprietary Information for internal purposes only. All other rights remain with StratonHunter.

StratonHunter may independently develop frameworks, tools, or approaches similar to those used or created in the Project, provided no Confidential Information is included.

5. Indemnification

Each Party agrees to indemnify and hold harmless the other Party and its affiliates, directors, officers, shareholders, agents, and employees (“Indemnified Persons”) from all liabilities, losses, damages, and expenses (“Losses”) arising out of:

  1. (i) the Project (including consulting services), or
  2. (ii) any transaction related to the Project.

However, the Client is not liable for Losses determined by arbitration or final judgment to have resulted primarily from gross negligence, willful misconduct, or bad faith of an Indemnified Person.

No Indemnified Person shall have liability to the Client for any Losses related to the Project except where gross negligence, willful misconduct, or bad faith is finally determined.

Neither Party will settle any claim involving an Indemnified Person without providing prior written notice and an unconditional release of such Indemnified Person.

Upon receiving notice of a claim, StratonHunter shall notify the Client. If no conflict of interest exists, the Client may assume the defense with counsel. If a conflict exists, StratonHunter may control its own defense with counsel acceptable to the Client.

6. Limitation of Liability

Except with respect to a breach of a party’s confidentiality obligations under this Agreement, wilful misconduct, gross negligence, fraud, infringement of the other party’s intellectual property rights, or a breach of applicable law, neither party shall be liable for any indirect, incidental, special, or consequential damages, including lost business, profits, data, or use, arising out of or relating to this Agreement, regardless of the cause of action or theory of liability (including negligence), even if advised of the possibility of such damages.

Each party’s total aggregate liability under this Agreement shall not exceed the total fees paid or payable by the Client in the twelve (12) months preceding the date the claim arose.

7. Payment Terms

All invoices are due within fifteen (15) days unless otherwise stated in the applicable SOW. Late payments may incur a 2% per annum interest charge, charged monthly. All fees are non-refundable. StratonHunter may pause work if payments are overdue in excess of 60 days.

8. Non-Solicitation

During the term of this Agreement and for six (6) months after its termination, neither party shall directly or indirectly solicit for employment any employee, contractor, or representative of the other party without prior written consent.

9. Client Acknowledgment

The Client acknowledges that StratonHunter may serve multiple clients within the restaurant and hospitality industry, including competitors or parties with opposing interests. StratonHunter will maintain each client’s confidentiality.

9A. StratonHunter Acknowledgement

Notwithstanding anything herein contained, StratonHunter shall not, without the Client’s prior written consent (a) provide financial performance representations (whether historical or projected), of any kind, or (b) deliver, issue, prepare or share a franchise agreement, franchise disclosure document, statement of material change, or any agreement or documentation to a prospective franchisee, developer and/or master franchisee.

10. Independent Contractor

StratonHunter is an independent contractor and not an employee of the Client. Neither party may bind the other. StratonHunter is responsible for its own taxes.

11. Survival and Succession

This Agreement survives completion or termination of the Project and binds the successors and permitted assigns of both parties.

12. Assignment

Neither party may assign this Agreement without prior written consent, except that:

The Client may assign to an affiliate or an acquiring entity.

13. Severability

If any provision is held unenforceable, the remainder of this Agreement remains in full force.

14. Entire Agreement & Governing Law

This Agreement (including any SOWs) constitutes the entire agreement between the parties and supersedes all prior agreements. It may only be modified in writing signed by both parties. Ontario law governs this Agreement.

15. Arbitration

Any dispute arising from this Agreement shall be settled by arbitration under the commercial rules of the Canadian Commercial Arbitration Centre (CCA). The arbitration decision is final and binding.

16. Notices

Notices will be sent by registered mail or by email with confirmed receipt to the addresses provided by each party. Notices are effective upon sending.

17. Non-Solicitation of Personnel

During the term of this Statement of Work and for a period of 12 months thereafter, neither party shall, without the prior written consent of the other, directly or indirectly solicit for employment, or hire as an independent contractor, any employee or contractor of the other party who was directly involved in the performance of the Services under this Agreement.