This Service agreement (“Agreement”) is made and entered into on [INPUT] (“Effective Date”) by and between:

1 Northfork AB, registration number 556899-2142, a company duly incorporated and organized under the laws of Sweden, address Luntmakargatan 26, 11137 Stockholm, Sweden (“Supplier” or “Northfork”); and

2 Partner, registration number XXX, a company duly incorporated and organized under the laws of Partner Country, address XXX (“Customer” or “Partner”).

The parties listed in 1 and 2 above are hereafter also referred to individually as a “Party” and collectively as “Parties”.

1. Background and Purpose of the Agreement

1.1 The Supplier is a Swedish limited liability company that offers e-commerce solutions within the food industry by providing a software system that enables the purchase of food products based on recipes (the “Software System”).

1.2 The Customer is an XXX company that serves as a representative for its brands. Their primary goal is to XXX, in order to drive XXX on its network, known as the Partner Platform “Partner Platform”), which encompasses various websites and applications operated by Partner on behalf of their brands.

1.3 The Customer wishes to use the Software System in order to connect the culinary recipe content on the Partner’s Platform, so that visitors can purchase the food products specified in such recipes from the Partner. Supplier hereby grants to the Customer, a worldwide, non-exclusive right and license to access, display, exploit, use, operate, and utilize the Software System (including all updates to the Software System) during the Term (as defined in Section 11.1 of this Agreement) of this Agreement and otherwise in accordance with the provisions of this Agreement. Customer, will have the right to exercise, and to make these rights available to users of Customer’s Systems (as defined in Section 2.2.1 below), in connection with Customer’s Systems and on an unlimited number of computers, devices, systems, servers, operating systems, work stations, personal computers, and/or other equipment. Customer has no obligation to use the Software System.

2. Provision of the Software System and Related Services

2.1 General

2.1.1 The Supplier shall (i) provide, support and maintain the Software System in accordance with the Agreement and the service level agreement attached hereto as Appendix A (the “SLA”); (ii) perform the services as set forth in the applicable statement of work referencing this Agreement (each, a “SOW”); and (iii) ensure that updates are made to the Software System as necessary at no additional charge to Customer. The Customer, in turn, shall use the latest version of the Software System at all times during the Term of this Agreement. The Supplier shall notify the Customer a minimum of one weeks’ prior notice for General Releases (a new version or release of the software system that is made available to all users, typically with new features, improvements, or bug fixes) which may include but not be limited to Minor Updates (small enhancement of the Software which does not significantly alter the overall nature of the Software System) and System Updates (routine update to the Software System, which may include bug fixes, security patches, or other minor improvements to the service) which are performed on a regular basis, and do not affect the integration (or require testing or changes by Partner) and three months’ prior notice for any Major System Updates (significant update to the software system, which may involve major changes to the user interface, functionality, or overall performance of the service). General Release or Minor Updates will not reduce or remove any functionality of the system (this would be considered a Major System Update). If the availability of the Software System is below the agreed level of availability, as set forth in the SLA, the Customer is entitled to a price reduction in accordance with the formula stated in the SLA, in addition to any other remedies Customer is entitled to under this Agreement.

2.1.2 The Parties acknowledge and agree that the logo “Powered by Northfork” or equivalent as instructed by Supplier must be visible and readable at all times when the Software System is in use on the Partner Platform. Both Parties will have the right to review and approve. 

2.1.3 Supplier shall not use any third party software, services or materials (collectively, “Third Party Software”) in the performance of any services or in the Software System for which Supplier is unable to obtain sufficient licenses that would allow Customer to fully exercise its rights to any of the services or the Software System. Supplier shall not use any Third Party Software for which Customer would be required to pay additional sums to use or which would place additional terms on Customer. Any payment obligations associated with obtaining licenses for Third Party Software will be the sole responsibility of the Supplier. If Supplier uses any Third Party Software, Supplier represents that it has all appropriate right, title, licenses, authorizations and authority to access and use the Third Party Software.

2.2 Integration 

2.2.1 The Supplier is responsible for making available its Software System to Customer and providing technical support and otherwise cooperating with Customer to the fullest extent necessary for the integration of the Software System. 

2.2.2 Unless specifically permitted to do so in writing (including e-mail) by Customer, or in a SOW, Supplier shall not authorize or permit a third party to: (a) place, display, utilize, or otherwise use any code, cookie, pixel, web beacon, or other tracking device, online identifier or mechanism that collects data from website users or that tracks website user activity (“Tracking Mechanism”) on Customer’s Systems; (b) collect (by using a Tracking Mechanism or otherwise), record or store: (i) any data from Customer’s Systems, or (ii) any data from, regarding or about a user of Customer’s Systems, in order to track, monitor or retarget a website user while they are using, on, or visiting Customer’s Systems; (c) create user behavioral content, interest, brand, website or advertising targeting categories regarding a user of Customer’s Systems; or (d) alter or delete a Tracking Mechanism set on Customer’s Systems.         

2.2.3 Supplier shall not collect, use, and/or store personally identifiable information (as defined by applicable law) from users of the Partner Platform (collectively, “PII”). If the Supplier and Customer change any part of the integration where PII would be involved, the Supplier would need to follow rules stated in Appendix F. 

2.2.4 In addition to its other obligations under this Agreement, Supplier shall comply with Customer’s standard IT and Security Addendum, as provided to the Supplier.

2.2.5 Supplier shall maintain a legally adequate, accurate, and publicly-accessible privacy policy at all times during the Term, which shall describe, at minimum, Supplier’s collection, use, and storage of any data from users of the Partner Platform.

3. Responsibilities of Customer and Supplier

3.1 Recipes

3.1.1 The Customer is solely responsible for providing the Supplier with recipes to be published in the Software System.

3.2 Ongoing Responsibilities

3.2.1 The Supplier shall handle ongoing first and second line support after Delivery regarding any issues, in accordance with the tech support provisions of the SLA.

3.2.2 The Supplier shall be responsible for ongoing clean up of Customer data and running of tests to match key performance indicators and other success criteria.

3.2.3 The Customer is responsible for day to day operations and triage. The Supplier shall have sufficient resources so as to be available for consultation by Customer, in accordance with the SLA.

4. Pricing and Terms of Payment

4.1 Base Price

4.1.1 The Client will  pay to the Supplier XXX for the services under this agreement. 

4.2 Additional Services

4.2.1 Changes requested from the Client or changes in data feeds may be subject to bespoke development. 

5. Intellectual Property Rights

5.1 Except for the Customer’s license under this Agreement, this Agreement shall not render any transfer of any intellectual property rights, or other rights that the Supplier holds or obtains, including without limitation the rights to the Software System, to the Customer.

5.2 This Agreement shall not render any transfer of any intellectual property rights, or other rights that the Customer holds or obtains, including, without limitation, the rights to the Partner Platforms, or Customer’s Systems, or to any derivative works of the same, to the Supplier. 

5.3 Each Party will be and remain the sole owner of all intellectual property rights and other rights, and intellectual performances (such as, but not limited to, source code, documentation and graphic material) that the Party, alone or together with others, developed prior to the Effective Date of the Agreement or develops independently and without the use of the other Party’s Confidential Information (as defined in Section 7.1 below).

5.4 The Parties shall not modify, reverse engineer, decompile, create other works from or disassemble any software programs, including the Software System, contained within the other Party’s Confidential Information (as defined in Section 7.1 below) unless in furtherance of this Agreement or as permitted in writing by the other Party. 

6. Confidentiality

6.1 For the purpose of this section, “Confidential Information” shall be understood to be any information and material in whatever form disclosed by a Party to the other Party that is either marked as confidential, or that should reasonably be understood to be confidential by its nature or circumstances in which the information or material is disclosed.

6.2 Each Party (for the purposes of this section, the “Receiving Party”) shall, without limitation in time, (i) keep in confidence all Confidential Information, (ii) not disclose any Confidential Information to any third party, except as may be permitted by this Section 7, and (iii) undertake to use Confidential Information only for the purposes of this Agreement.

6.3 Notwithstanding the foregoing, the aforementioned confidentiality obligations shall not apply to any material or information:

a) which is or had been generally available or otherwise public other than by a breach of this Agreement on the part of the Receiving Party; or

b) which a Party has received from the other Party or from a third party without any obligation of confidentiality; or

c) which was in the possession of the Receiving Party without any obligation of confidentiality related thereto, prior to receipt of the same from the other Party; or

d) which a Party has developed independently without using any Confidential Information received from the other Party.

6.4 Each Party acknowledges and agrees that the Confidential Information constitutes valuable proprietary property of the other Party and that the other Party may suffer irreparable harm which may not be capable of adequate compensation by means of damages alone if unauthorized third parties access or use Confidential Information, or if Confidential Information is used other than as strictly necessary for the performance of this Agreement. Each Party agrees that if any Confidential Information is disclosed or used (or threatened to be disclosed or used) in breach of this Agreement, then the Party to whom such Confidential Information belongs will have, in addition to any other remedies available to it, the right to equitable relief (including but not limited to specific performance and injunction).

7. Representations, Warranties and Restraints

7.1 Each Party hereby represents and warrants to the other that: (i) it has the right to enter into this Agreement and perform all of its obligations herein; (ii) this Agreement has been validly executed by its duly authorized representative, and once executed, will impose valid and binding legal obligations upon it; and (iii) it has the right to grant all rights, authorizations and licenses it has granted in this Agreement.

7.2 Supplier hereby represents and warrants to Customer that: (i) Supplier has the right to grant all rights, authorizations and licenses it has granted in this Agreement without violating the rights of any third party; (ii) Supplier and its employees shall comply with all applicable federal, state, local, and international statutes, laws, ordinances, regulations, rules, codes, orders and other requirements or rules of law, including the common law, of any applicable state or country (collectively, “Laws”); (iii) neither the Software System nor its use in accordance with this Agreement will, directly or indirectly, violate, misappropriate or infringe any intellectual property, privacy, or publicity right of any third party; and (iv) the Software System shall not have any virus, worm, trojan horse, software lock, "drop dead" device, trap door, time bomb, or any other malicious code or script.

8. Indemnification and Insurance

8.1 Supplier shall, at its own expense, defend, indemnify and hold harmless Customer, and its respective officers, directors and employees, from and against any and all claims, litigation, actions, suits, inquiries, hearings, judgments, arbitrations, investigations, proceedings, awards, and liabilities with respect to: (i) Supplier’s breach of any representation or warranty contained in this Agreement; (ii) Supplier’s breach of Sections 2.2.3 through 2.2.5 of this Agreement; (iii) the gross negligence or willful misconduct of Supplier or its employees.

8.2 Supplier shall obtain and maintain the insurance coverages while this Agreement is in effect. The Supplier will hold an insurance for liability coverage up to thirty-five (35) price base amounts (Sw. “prisbasbelopp”).

9. Limitation of Liability

9.1 Except for liability arising from a Party’s indemnification or confidentiality obligations herein, neither Party shall be liable under or in relation to this Agreement or its subject matter (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) for any: (i) loss of profits; (ii) loss of revenue; (iii) loss of or damage to business or reputation; (iv) loss of contracts or customers; (v) wasted management or other staff time; (vi) losses or liabilities under or in relation to a contract concluded with a third party; or (vii) indirect, punitive, special or consequential losses or damages.

9.1 Supplier's liability for damages is limited, per calendar year, to a total sum equal to twenty (20) price base amounts (as determined on the date on which the damage occurred and in accordance with the National Insurance Act (Sw. (1962:381)). 

10. Term and Termination

10.1 This Agreement shall enter into force on the Effective Date and continue for X years/months (the “Initial Term”). Upon the expiration of the Initial Term or any renewal term, the Agreement shall be automatically renewed for a period of twelve (12) months unless, at least ninety (90) days prior to the renewal date, either party gives the other party written notice of its intent not to continue the Agreement. During any renewal term of the Agreement, the terms, conditions and provisions set forth in this Agreement shall remain in effect.

10.2 Each Party shall have the right to terminate this Agreement or a SOW with immediate effect upon written notice to the other Party if the other Party (i) is insolvent, declared bankrupt or put into liquidation, (ii) makes an assignment for the benefit of its creditors, (iii) sells all or a substantial part of its assets, (iv) ends its business or generally ceases payment of or becomes unable to pay its debts as and when they fall due, or (v) commits a material breach of this Agreement or such SOW and fails to remedy such breach within thirty (30) days after receipt of a written request to remedy the breach from the non-breaching Party.

10.3 Upon any expiration or termination of this Agreement or a SOW: (i) all obligations of Customer shall cease under this Agreement or the terminated SOW, as applicable, (ii) all rights granted under this Agreement shall be terminated; and (iii) Customer shall pay Supplier for all undisputed services performed through the effective date of termination in accordance with the applicable SOW (if a Termination Fee is also due from Customer, Customer shall only pay the greater of the Termination Fee or the value of such undisputed services e.g Termination fee may be included in a SOW for specific Customer development). If Customer has made payments to Supplier in excess of the value of the services performed through termination of the Agreement and/or applicable SOW, Supplier shall refund to Customer the pro-rated unused amount within thirty (30) business days from the end of the month following the effective date of termination.  

10.5 Upon any expiration or termination of this Agreement, Supplier shall return data with Customer to promptly return or destroy all Customer Confidential Information and all Customer’s intellectual property within Supplier’s possession. Supplier shall continue to treat any Customer Confidential Information and all Customer’s intellectual property that cannot be returned or destroyed by Supplier as Customer Confidential Information.

10.6 Sections 2.2.4, 5-13 (inclusive) of this Agreement shall survive the expiration or termination of this Agreement, however caused.

11. Applicable Law and Venue; Dispute Resolution

11.1 This Agreement is interpreted, construed and governed exclusively in accordance with the laws of the Sweden, without reference to its choice of law rules. 

11.2 Any dispute, controversy or claim arising out of, or in connection with, this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by binding arbitration in accordance with the rules then in effect of the Swedish  Arbitration Association (“SAA Rules”). Judgment upon the award rendered by way of such arbitration may be entered in any court having jurisdiction thereof. Such disputes will be resolved by majority decision of three (3) arbitrators as determined herein under the SAA Rules. Each Party will bear its own expenses in the arbitration and will share equally the costs of the arbitration; provided, however, that the arbitrators may, in their discretion, award costs and fees to the prevailing Party. Arbitration shall be final and binding upon the Parties. The arbitration shall take place in Stockholm, Sweden. The language of the arbitration shall be English. The Parties hereby irrevocably waive any objection they now or hereafter may have respecting the legal effectiveness and/or enforcement of an arbitration award determined pursuant to this Section.

12. Miscellaneous

12.1 All notices referred to in this Agreement, proceedings or other formal documents to be served by any party on any other party shall be directed to the notice details notified by each party at or prior to the Effective Date.  Such notices can be delivered via email to each party’s notified email address.  Notices shall be deemed received upon delivery by recorded receipt of an email sent to the nominated email address.  Each party may update their current notice details after the Effective Date by providing reasonable advance written notice to the other party’s nominated notice contact. 

12.2 If any provision of this Agreement is held invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

12.3 Supplier and Customer are independent contractors with respect to one another. All persons engaged by Supplier in connection with Supplier's performance under this Agreement shall be Supplier's employees or Supplier's subcontractors. Supplier shall be fully responsible for all payments with respect to its employees and subcontractors, including, without limitation, all compensation, withholding taxes, worker's compensation insurance, and other required payments in connection with such employees or subcontractors.

12.4 (a) No amendment, supplement or modification to this Agreement shall be effective unless it is in writing and executed by a duly authorized representative of each Party; (b) no Party's actual or alleged waiver of a breach of this Agreement shall constitute a waiver of any other breach; (c) unless otherwise stated, this Agreement is for the sole benefit of the Parties hereto and their permitted assigns and nothing herein, express or implied, shall give or be construed to give to any third party any legal or equitable rights hereunder (except a Party's permitted assigns); (d) this Agreement constitutes the entire agreement between the Parties with respect to the subject matter herein and supersedes any prior understanding, agreements, or representations by or between the Parties, written or oral, to the extent they relate in any way to the subject matter herein; (e) this Agreement may be executed in one or more counterparts but shall not be effective until each Party has executed at least one counterpart and each such counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute the same instrument; (f) if this Agreement, a SOW and/or an appendix conflict with each other, such conflict shall be resolved in the following order of priority: this Agreement shall take precedence, followed by the SOW, followed by the appendix; (g). this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties hereto and their permitted assigns; and (h) neither Party shall issue any press release or otherwise make any public statement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other Party (except as may be required by applicable law in order to satisfy a mandatory regulatory obligation).

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This Agreement has been executed in two (2) originals, of which the Parties have taken one (1) each.

For the Customer:

Partner 

For the Supplier:

Northfork AB