CORNWALL RESTAURANT WEEK REGISTRATION

2017 PARTICIPATION AGREEMENT

Thank you for your participation in the 2017 Cornwall Restaurant Week scheduled to take place November 7th, 2017 through November 11th, 2017 (the “Event”).  This Participation Agreement (the “Agreement”) shall confirm the understanding between your establishment (“Restaurant”) and Bastion Hospitality Inc. (“BH”) regarding Restaurant participation in the Event.

1. During the Event, Restaurant must offer a special Event menu starting at 4:00PM (the “Menu”) for $28/$34 or a $10 “lunch box” special between 11:00AM and 2:00PM. Tax and gratuity shall not be included in the Menu price. The cost of Menu shall be paid directly to the Restaurant. No tickets, discount codes, or coupons shall be required. Surcharges are allowed for supplemental courses or additional choice beyond the Menu requirements. Beverage pairings and drink specials are optional. Restaurant may also offer its regular menus; however, at all times during the Event, Restaurant must provide the Menu to diners. Items on the Menu shall be representative of Restaurant’s regular menus in both portion size and quality.  BH will provide general guidelines for developing courses for the menu.

2. Restaurant agrees to complete and return a post-Event survey as well as provide documentation showing number of reservations, diners and sales of Menu during the Event no later than 5 business days weeks following the conclusion of the Event. Restaurant agrees to donate a portion of the revenue of each meal to the Agapé Centre based on the following structure: $10 meal = $0.75 donation; $28 meal = $1.50 donation; $34 meal = $2 donation.

3. BH shall grant Restaurant the non-exclusive right, free of charge, to use the Event logo for the purposes of promoting and publicizing the Menu during the Event. Any other use of the Event logo is subject to BH approval. Restaurant agrees to place the Event logo and/or reference the Event on all materials featuring the Menu. Restaurant must print, display or make available the Menu to all diners. For a digital image of the Event logo, please contact Sebastien Manigat at mani@bastionhsopitality.ca.

4. Restaurant shall provide BH a copy of the Menu for inclusion on the Event website no later than one (1) week prior to the start of the Event.

5. Restaurant shall provide all necessary planning, operational and managerial responsibilities and coordination for its participation in the Event.

6. Ten (1o) days prior to the Event, Restaurant agrees to use the Event logo on promotional materials, provide a link to BH’s website and/or Event’s website on Restaurant’s website, and participate in social media campaigns to advertise the Event.

7. In exchange for the right to participate in the Event, Restaurant shall pay to BH a non-refundable, one-time participation fee of $150 + HST ($10 option), or $300 + HST ($28 option), or $400 + HST ($34 option) due no later than October 21st, 2017. Restaurant shall be responsible for all costs and expenses related to its participation in the Event including, but not limited to, the production of copies of the Menu as well as promotional materials.

8. Restaurant agrees to indemnify and hold harmless BH and its officers, directors, members, partners, employees, agents, affiliates and representatives from and against, and in respect of, any and all actions, causes of actions, suits, claims, proceedings, judgments and demands of whatever nature, as well as from and against and in respect of any and all liabilities, losses, costs, charges and expenses (including, without limitation, reasonable attorneys’ fees), arising out of: (i) the gross negligence or willful misconduct of Restaurant, (ii) any uncured breach of this Agreement by Restaurant or (iii) the use of Event logos and names other than as pursuant to this Agreement. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES OR LOSS OF DATA, REVENUE, PROFIT, OR SAVINGS OF ANY PARTY, INCLUDING THIRD PARTIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR ALL CLAIMS ARISING IN CONTRACT, EQUITY OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT) ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED ANY AMOUNTS PAID TO BH UNDER THIS AGREEMENT.

9. If the performance by either party of a non-monetary obligation under this Agreement is delayed or prevented in whole or in part by any cause not reasonably within its control (including, without limitation, inclement weather, acts of God, war, civil disturbances, accidents, damages to its facilities, labor disputes, acts of any governmental body, or delay of third parties) it shall be excused, discharged and released of performance to the extent such performance is so limited or prevented without liability of any kind.

10. This Agreement shall be governed by and construed in accordance with the internal laws of the Province of Ontario.

11. Termination of this Agreement may be initiated only when agreed upon by both parties, unless one party defaults under the terms and conditions of this Agreement. In case of default, the non-defaulting party must provide written notice to the other party of the default and shall provide forty-eight (48) hours to cure the default.

12. This Agreement shall not constitute any relationship of partnership, joint venture or agency among the parties hereto.

13. This Agreement constitutes the entire and exclusive agreement between the parties regarding the subject matter hereof, and supersedes all prior or contemporaneous oral or written agreements and understandings. This Agreement may not be modified in whole or in part except in a writing signed by a duly authorized representative of both parties.