THIS RESTAURANT PARTNERSHIP AGREEMENT (the "Agreement") is made and entered into as of the date of execution (the "Effective Date"), by and between:

AXSCENT GROUP LLC. DBA/ YC EATS, a Florida limited liability company with its principal place of business at 1830 Radius Dr, Hollywood, FL 33020 (hereinafter referred to as "YCE"); and

[RESTAURANT NAME]

[RESTAURANT ADDRESS], a restaurant with its principal place of business at [RESTAURANT ADDRESS] (hereinafter referred to as the "Restaurant").

YCE and Restaurant may be individually referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, YCE operates a technology platform that connects customers with restaurants for food ordering and delivery services exclusively within the Young Circle neighborhood in Hollywood, FL;

WHEREAS, Restaurant is in the business of preparing and selling food and beverages;

WHEREAS, Restaurant desires to make its menu items available for purchase on the YCE platform and to utilize YCE's delivery services; and

WHEREAS, YCE desires to list Restaurant's menu items on its platform and provide delivery services for Restaurant's products.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Customer" means any person who places an Order through the YCE Platform.
1.2 "Delivery Fee" means the fee charged to Customers for delivery services.
1.3 "Menu Items" means the food and beverage items that Restaurant makes available for purchase on the YCE Platform.
1.4 "Order" means a Customer's request for Menu Items placed through the YCE Platform.
1.5 "YCE Commission" means the percentage of the Retail Value that YCE will retain as compensation for its services.
1.6 "YCE Platform" means YCE's technology platform, including its website, mobile applications, and related services.
1.7 "Retail Value" means the price of Menu Items as set by Restaurant, excluding taxes, gratuities, and Delivery Fees.

2. TERM AND TERMINATION

2.1 Term. This Agreement shall commence on the Effective Date and shall continue on a month-to-month basis with no minimum commitment period.
2.2 Termination for Convenience. Either Party may terminate this Agreement at any time for any reason without penalty or further obligation, effective immediately upon written notice to the other Party.
2.3 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party:
(a) Breaches any material term of this Agreement and fails to cure such breach within seven (7) days after receiving written notice of such breach;
(b) Becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or
(c) Ceases to do business in the ordinary course.
2.4 Effect of Termination. Upon termination of this Agreement:
(a) YCE shall remove Restaurant's Menu Items from the YCE Platform;
(b) All rights and licenses granted under this Agreement shall terminate;
(c) Each Party shall return or destroy all Confidential Information of the other Party; and
(d) All outstanding payment obligations shall survive termination and become immediately due and payable.

3. YCE RESPONSIBILITIES

3.1 YCE Platform and Service Area. YCE operates exclusively within the Young Circle neighborhood in Hollywood, FL, and shall:
(a) Maintain the YCE Platform in good working order;
(b) List Restaurant's Menu Items on the YCE Platform;
(c) Process Customer payments for Orders;
(d) Transmit Order information to Restaurant promptly upon receipt;
(e) Provide delivery services for Orders through its network of delivery personnel; and
(f) Provide customer support services for issues related to the YCE Platform and delivery services.
3.2 Marketing. YCE may, at its discretion, include Restaurant in its marketing activities to promote the YCE Platform and increase Customer Orders.
3.3 Reporting. YCE shall provide Restaurant with access to reports regarding Orders, sales, and other relevant metrics through a designated restaurant portal.

4. RESTAURANT RESPONSIBILITIES

4.1 Menu Items. Restaurant shall:
(a) Provide YCE with accurate and up-to-date information regarding its Menu Items, including descriptions, ingredients, nutritional information, and pricing;
(b) Update YCE promptly regarding any changes to its Menu Items or pricing;
(c) Ensure that all Menu Items comply with applicable laws and regulations; and
(d) Maintain consistent pricing for Menu Items across all ordering platforms, including its own in-restaurant menu.
4.2 Order Fulfillment. Restaurant shall:
(a) Monitor the YCE Platform for incoming Orders during its operational hours;
(b) Confirm receipt of Orders within five (5) minutes;
(c) Prepare Orders accurately and in accordance with Customer specifications;
(d) Ensure Orders are ready for pickup within the estimated preparation time;
(e) Package Orders securely and appropriately for delivery; and
(f) Address any quality concerns related to the preparation of Menu Items.
4.3 Operational Hours. Restaurant shall:
(a) Provide YCE with accurate information regarding its operational hours;
(b) Notify YCE at least 24 hours in advance of any temporary closures or changes to operational hours; and
(c) Maintain its availability on the YCE Platform during all advertised operational hours.
4.4 Restaurant Staff. Restaurant shall ensure that its staff are adequately trained to process Orders received through the YCE Platform and interact professionally with YCE delivery personnel.
4.5 Equipment and Connectivity. Restaurant shall maintain all necessary equipment and internet connectivity required to receive and process Orders through the YCE Platform.

5. FINANCIAL TERMS

5.1 YCE Commission. Restaurant agrees to pay YCE a commission of 10% of the Retail Value of each Order (the "YCE Commission"). YCE reserves the right to modify the Commission rate upon thirty (30) days' prior written notice to Restaurant.
5.2 Payment Processing. YCE shall process all Customer payments for Orders and shall remit to Restaurant the Retail Value of each Order, less the YCE Commission and any other applicable fees, on a bi-weekly basis.
5.3 Taxes. Each Party shall be responsible for its own taxes. Restaurant shall be responsible for determining and collecting all applicable sales taxes on Menu Items, and YCE shall include such taxes in the total amount charged to Customers.
5.4 Refunds and Adjustments. In the event of Customer complaints or requests for refunds:
(a) For issues related to food quality, preparation, or accuracy, Restaurant shall be responsible for the refund amount, which may be deducted from future payments to Restaurant.
(b) For issues related to delivery service or the YCE Platform, YCE shall be responsible for the refund amount.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual Representations. Each Party represents and warrants that:
(a) It has the full right, power, and authority to enter into and perform this Agreement;
(b) Its performance under this Agreement will not violate any applicable laws or regulations; and
(c) Its performance will not infringe or misappropriate any third party's intellectual property rights.
6.2 Restaurant Representations. Restaurant represents and warrants that:
(a) It holds all necessary licenses, permits, and certifications required to operate a food service establishment;
(b) Its facilities comply with all applicable health, safety, and sanitation laws and regulations;
(c) All Menu Items are prepared in accordance with applicable food safety standards;
(d) All Menu Item information provided to YCE is accurate and complete; and
(e) It has the right to sell all Menu Items offered through the YCE Platform.

7. INTELLECTUAL PROPERTY

7.1 YCE IP. Restaurant acknowledges that YCE owns all right, title, and interest in and to the YCE Platform and all related intellectual property, including trademarks, logos, and software. Nothing in this Agreement shall be construed as granting Restaurant any ownership interest in or license to YCE's intellectual property.
7.2 Restaurant IP. YCE acknowledges that Restaurant owns all right, title, and interest in and to its name, logo, menu, recipes, and related intellectual property. Restaurant grants YCE a non-exclusive, royalty-free license to use Restaurant's name, logo, and menu information for the purpose of promoting Restaurant on the YCE Platform during the term of this Agreement.
7.3 Feedback. Any feedback, suggestions, or ideas provided by Restaurant regarding the YCE Platform may be used by YCE without any obligation to Restaurant.

8. CONFIDENTIALITY

8.1 Confidential Information. "Confidential Information" means any non-public information disclosed by one Party to the other, whether orally, in writing, or by other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
8.2 Obligations. Each Party agrees to:
(a) Use the Confidential Information of the other Party solely for the purpose of performing its obligations under this Agreement;
(b) Protect the Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and
(c) Not disclose the Confidential Information to any third party without the prior written consent of the disclosing Party, except as required by law.
8.3 Exclusions. Confidential Information does not include information that:
(a) Is or becomes publicly available through no fault of the receiving Party;
(b) Was known to the receiving Party prior to disclosure by the disclosing Party;
(c) Is rightfully received from a third party without a duty of confidentiality; or
(d) Is independently developed by the receiving Party without reference to the Confidential Information.

9. DATA PRIVACY AND SECURITY

9.1 Data Collection and Use. YCE may collect and use data related to Orders, including Customer information, for the purpose of providing and improving its services. Restaurant acknowledges that YCE owns all such data.
9.2 Customer Data. Restaurant shall not use Customer information obtained through the YCE Platform for any purpose other than fulfilling Orders, and shall not market directly to Customers without YCE's prior written consent.
9.3 Data Security. Each Party shall implement and maintain appropriate technical and organizational measures to protect any personal data processed under this Agreement in accordance with applicable data protection laws.

10. INDEMNIFICATION AND LIMITATION OF LIABILITY

10.1 Restaurant Indemnification. Restaurant shall indemnify, defend, and hold harmless YCE and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
(a) Any breach of this Agreement by Restaurant;
(b) Any negligent act or omission of Restaurant in the preparation or delivery of Menu Items;
(c) Any violation of applicable laws or regulations by Restaurant; or
(d) Any claim that Restaurant's Menu Items caused bodily injury, death, or property damage.
10.2 YCE Indemnification. YCE shall indemnify, defend, and hold harmless Restaurant and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
(a) Any breach of this Agreement by YCE;
(b) Any negligent act or omission of YCE or its delivery personnel in the delivery of Menu Items; or
(c) Any violation of applicable laws or regulations by YCE.
10.3 Limitation of Liability. EXCEPT FOR INDEMNIFICATION OBLIGATIONS AND BREACHES OF CONFIDENTIALITY:
(a) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.
(b) EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY YCE TO RESTAURANT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. INSURANCE

11.1 Restaurant Insurance. Restaurant shall maintain, at its own expense, commercial general liability insurance, product liability insurance, and workers' compensation insurance in amounts sufficient to cover its obligations under this Agreement. Upon request, Restaurant shall provide YCE with certificates of insurance evidencing such coverage.
11.2 YCE Insurance. YCE shall maintain, at its own expense, commercial general liability insurance and automobile liability insurance in amounts sufficient to cover its obligations under this Agreement.

12. DISPUTE RESOLUTION

12.1 Informal Resolution. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through informal negotiations.
12.2 Mediation. If the Parties are unable to resolve a dispute through informal negotiations, they shall submit the dispute to mediation under the rules of the American Arbitration Association before resorting to arbitration or litigation.
12.3 Arbitration. If mediation is unsuccessful, any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in Broward County, Florida in accordance with the rules of the American Arbitration Association. The arbitrator's decision shall be final and binding and may be entered in any court having jurisdiction.
12.4 Costs. Each Party shall bear its own costs and attorneys' fees in any dispute resolution proceeding, except as may be awarded by the arbitrator.

13. GENERAL PROVISIONS

13.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.
13.2 Amendments. This Agreement may be amended only by a written instrument signed by both Parties, except that YCE may modify its platform policies and procedures from time to time upon notice to Restaurant.
13.3 No Waiver. The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
13.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be replaced with a valid and enforceable provision that comes closest to expressing the intention of the original provision.
13.5 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that YCE may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
13.6 Relationship of the Parties. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party has the authority to bind the other or to incur any obligation on behalf of the other.
13.7 Force Majeure. Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, or strikes.
13.8 Notices. All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by certified mail, return receipt requested, to the address specified below or to such other address as the Party to receive the notice has designated by notice to the other Party.
If to YCE: 1830 Radius Dr, Hollywood, FL 33020 Attention: Young Circle Eats Management Email: ycircleeats@gmail.com
If to Restaurant: [RESTAURANT ADDRESS] Attention: [RESTAURANT CONTACT] Email: [RESTAURANT EMAIL]
13.9 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.
13.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed to be original signatures for all purposes.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.