BDFD definition
Examples of BDFD in a sentence
BDFD hereby engages GTR to provide and perform, and GTR hereby accept such engagement and agrees to provide and perform, such services related to BDFD’s business as may be set forth in one or more statements of work that are agreed to and signed by both Parties from time to time (each, an “SOW”), and all such services (hereinafter referred to as the “Services”) shall be provided and performance in accordance with this Agreement (and such SOWs).
Notwithstanding anything to the contrary set forth herein, neither the Sellers nor the Individual Guarantors are making any representations, warranties, covenants or agreements herein or in any other Transaction Document with respect to BDFD, its business or operations other than as expressly set forth in Section 2.01 and the introductory paragraph to Article III below.
A General Management Fee shall be paid by BDFD to GTR for such services, which shall be set forth in the BDFD Business Plan and re-evaluated on a quarterly basis by agreement between BDFD’s Board of Managers and GTR.
GTR agrees that all Confidential Information and all records, documents and materials relating to all of such Confidential Information, shall be and remain the sole and exclusive property of BDFD and that GTR shall only be permitted to use such Confidential Information as necessary to perform the Services as set forth herein.
Further, to the extent GTR is required by applicable law or court order to disclose any Confidential Information, such disclosure shall not constitute a violation of this Section 3, provided that GTR gives BDFD immediate advance written notice of such required disclosure and cooperates reasonably with BDFD in any lawful effort by BDFD to oppose or limit such disclosure or to seek confidential treatment of such disclosure.
GTR shall provide an estimate to the BDFD Board for such General Management Fee on a quarterly basis.
All limited liability company actions taken by each Subsidiary (other than BDFD) in connection with this Agreement and the other Transaction Documents will be duly authorized on or prior to the Closing.
GTR is and will remain during the term of this Agreement an independent contractor of BDFD.
GTR shall obtain prior approval from the BDFD Board with regard to any of the services and materials below that may affect Bad Daddy’s System.
During the course of performing its duties under this Agreement, GTR shall receive and/or generate Confidential Information regarding the business of BDFD.