Partner
agreement.

1. Parties

This agreement is between Island Global Co., which operates Sous Chef ("Sous Chef"), and the restaurant named in the partner sign-up form (the "Restaurant"). It takes effect when both parties sign the sign-up form or when the first Sous Chef brand goes live at the Restaurant, whichever comes first.

2. What Sous Chef provides

• A limited license to the approved Sous Chef brands, names, logos, menus, recipes and photography.
• Menus, recipes, prep components, assembly instructions, packaging standards and allergen rules.
• Delivery-platform storefront setup and menu content.
• Launch support, the restaurant portal, the help center and ongoing support by email.
• Brand marketing that Sous Chef chooses to run at its own cost.

3. What the Restaurant provides

• A licensed commercial kitchen, trained staff and all ingredients, packaging and supplies.
• Preparation of every order to the Sous Chef recipe and packaging standards.
• Order acceptance, cooking, packaging and courier handoff during the posted hours.
• Accurate hours, prep times and item availability on each delivery platform.
• Prompt handling of order errors and customer issues under each platform's process.

4. License and brand use

Sous Chef grants the Restaurant a non-exclusive, non-transferable, revocable license to use the approved Sous Chef brands only to sell Sous Chef menu items for delivery from the approved location during this agreement. The Restaurant may not change the brands, logos, names, photography or menus, use them for anything else, or let anyone else use them.

All Sous Chef brands, recipes, menus, photography and materials remain the property of Sous Chef. Any improvement the Restaurant suggests to a Sous Chef recipe may be used by Sous Chef without charge.

5. Food safety and allergens

The Restaurant is solely responsible for food safety, including holding temperatures, hold times, storage, sanitation, staff training, permits and inspections under local law. Sous Chef recipes do not replace the Restaurant's food-safety program, and every hold time and temperature must be validated by the Restaurant.

Sous Chef menus are designed without dairy, sesame and nuts. The Restaurant must check the label of every purchased ingredient, follow the allergen rules, avoid cross-contact where possible and never describe an item as allergen-free.

6. Quality standards

The Restaurant must follow the recipes, portions and packaging standards and may not substitute ingredients without Sous Chef's written approval. When an ingredient or piece of equipment is unavailable, the Restaurant must turn off the affected items rather than serve a substitute.

Sous Chef may review ratings, customer feedback and photos and may ask the Restaurant to correct recurring problems.

7. Delivery platforms

Storefronts may be listed on Uber Eats, DoorDash, Grubhub or other platforms, directly or through an order-management tool such as Otter. Availability depends on each platform's approval and the Restaurant's location. Each platform's own terms, fees and payout schedule apply, and Sous Chef does not guarantee approval, placement, ranking, order volume or sales on any platform.

8. Fees

The Restaurant pays Sous Chef 15% of net delivery sales of Sous Chef brands, invoiced monthly and paid by wire, as set out in the Payment Terms at sous-chef.world/payment-terms. There is no setup fee, subscription or minimum. The Payment Terms form part of this agreement.

9. Insurance

The Restaurant keeps, at its own cost, commercial general liability insurance including products liability of at least $1,000,000 per occurrence and $2,000,000 in aggregate, workers' compensation insurance as required by law, and any other insurance its location requires. On request, the Restaurant names Island Global Co. as an additional insured and provides a certificate of insurance.

10. Confidentiality

Recipes, prep instructions, costing, supplier information, sales figures and the contents of the restaurant portal are confidential. Each party keeps the other's confidential information private and uses it only for this partnership, during the agreement and for two years after it ends.

11. Term, pausing and ending

This agreement continues month to month. Either party may end it, or end any single brand, with 30 days' written notice.

The Restaurant may ask Sous Chef to pause a brand at any time. Sous Chef may pause or end a brand immediately if there is a food-safety concern, repeated quality failures, misuse of the brand or a balance more than 30 days past due.

When a brand or this agreement ends, the Restaurant stops selling the brand, cooperates in taking its storefronts offline within five business days, stops using all Sous Chef materials and pays the final statement.

12. Responsibility for claims

The Restaurant will defend and indemnify Sous Chef against claims arising from food it prepared, its kitchen, its staff, its breach of this agreement or its violation of law. Sous Chef will defend and indemnify the Restaurant against claims that the Sous Chef brand names, logos or photography infringe someone else's rights.

Except for these indemnities, confidentiality breaches and unpaid fees, neither party is liable for indirect, incidental, special or consequential damages or lost profits, and Sous Chef's total liability under this agreement is limited to the revenue share the Restaurant paid in the three months before the claim.

13. No guarantee of sales

Sous Chef provides brands, menus and support. It does not promise any level of orders, sales, ratings or profit, and any sales example Sous Chef shares is illustrative only.

14. General

The parties are independent businesses, and neither is the other's employee, agent, franchisee or joint venturer. The Restaurant may not assign this agreement without Sous Chef's written consent. Notices go by email to the addresses in the sign-up form, and Sous Chef's address is info@island.contact.

Delaware law governs this agreement, and the state and federal courts in Delaware have jurisdiction over any dispute. If any part is unenforceable, the rest remains in effect. Sous Chef may update these terms with 30 days' written notice, and continuing to operate a brand after that date means the Restaurant accepts the update.