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                         ACCOUNTING SERVICES AGREEMENT
                         -----------------------------


     This Accounting Services Agreement ("Agreement") is made as of the 12th day
of August, 1996 by and between Quality Dining, Inc., an Indiana corporation
("Company"), and Bagel Acquisition Corporation, an Indiana corporation
("Developer").


                                   RECITALS
                                   --------


     1.   The Company and the Developer have entered into or propose to enter
into one or more Franchise Agreements (each a "Franchise Agreement" and,
collectively, the "Franchise Agreements"), whereby the Company or a subsidiary
of Company shall grant to the Developer the right to operate a Bruegger's Bagel
Bakery Restaurant (the "Restaurant").

     2.   Pursuant to the Franchise Agreements, the Developer is required to
maintain certain accounting records and provide to the Company certain periodic
financial reports and other data.

     3.   Developer has requested and the Company has offered that the Company
assist the Developer in maintaining certain accounting records and preparing
certain financial reports required under the Franchise Agreements.

     4.   Developer desires to enter into an agreement pursuant to which the
Company would perform such services for Developer upon the terms and subject to
the conditions hereinafter provided.


     NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and for good and valuable consideration, the sufficiency and receipt of which is
hereby acknowledge, the parties hereby agree as follows:


  1. ACCOUNTING SERVICES.

     1.1  Upon the terms and subject to the conditions set forth in this
          Agreement, the Company shall provide to the Developer for each
          Restaurant operated by the Developer and for the Developer's Entity as
          a whole the following accounting services (the "Services"):

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<PAGE>

          (a) per-unit calculation of revenue and expenses by accounting
          category per the Company's standard chart of accounts and calculation
          of Royalty Based Revenue and Royalty Fees (as each term is defined in
          the Franchise Agreements);

          (b) administration and maintenance of corporate payroll, and
          administration of the processing of payroll and calculation of
          applicable tax and other withholdings relating to the Developer's
          Restaurants through the Company's designated payroll service bureau;

          (c) administration of accounts payable (including check generation and
          wire transfers);

          (d) administration of recurring cash transfers between the Developer's
          Restaurants and corporate bank accounts;

          (e)  administration and maintenance of a Developer general ledger
          trial balance, balance sheet, income statement and certain other
          corporate and Restaurant reports by accounting category per the
          Company's standard chart of accounts and consistent with periodic
          reports the Company customarily prepares in the normal course of
          business to manage its financial affairs, and periodic distribution of
          such reports to Developer using the company's Report Distribution
          System;

          (f) maintenance of all accounting records supporting Developer
          financial statements (consistent with the Company's record retention
          program) in reasonable fashion separate and discrete from the
          accounting records of the Company's record retention program) in
          reasonable fashion separate and discrete from the accounting records
          of the Company; and

          (g) preparation of period-end reconciliations and associated period-
          end journal entries for all Developer balance sheet accounts.

     1.2  The Services shall not include any of the following, each of which is
          the sole responsibility of Developer:

          (a) selection of accounting policies to be applied to the Developer's
          books and records; however, the Company will consistently apply the
          appropriate policies selected by Developer;

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<PAGE>

          (b) negotiation of terms and conditions between Developer and its
          suppliers, vendors, and others, such as remittance due dates and
          discounts;

          (c) quarterly review and edit of the Developer's vendor masterfile for
          current and accurate data; however the Company will appropriately
          apply updates to the vendor masterfile as directed by the Developer;

          (d) signature and final release of trade accounts payable disbursement
          checks in excess of $200,000;

          (e) final review and approval of annual financial statements;

          (f) cash investment activities; however, the Company will initiate and
          manage repetitive and/or fixed cash management activities as directed
          in writing by the Developer;

          (g) approval and coding of invoices for disbursement;

          (h) preparation of budgets (except that the Company will develop a
          budget process and calendar to facilitate the preparation of annual
          budgets by the Developer); and

          (i) preparation, filing, of signing of any tax returns required to be
          filed by Developer, with the exception of sales and use tax returns
          which will be prepared, but not, however, filed or signed by the
          Company.

     1.3  Developer agrees to supply the Company all information, materials,
          data, and documents necessary or advisable to properly perform the
          Services in such form, format, or media as the Company may reasonably
          request, to make available the officers of the Developer to answer any
          inquires in connection therewith.


  2. FEES FOR SERVICES AND EXPENSE REIMBURSEMENT.

     2.1  In consideration of the Services, the Developer agrees to pay to the
          Company an administrative fee, separate and apart from any fee
          otherwise payable under the Franchise Agreements, as follows:

          (a) During the term of this Agreement, Developer will pay Company an
          amount equal to Four Thousand Dollars ($4,000.00) per accounting
          period ("Accounting Period"), in accordance of the

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<PAGE>

          Company's thirteen four-week account periods, for each corporate
          entity which Developer uses to operate one or more of the Restaurants
          during any portion of the applicable Accounting Period.

          (b) During the term of this Agreement, Developer will pay Company an
          amount equal to One Thousand Dollars ($1,000.00) per Accounting Period
          for each Restaurant open and operational during any portion of the
          applicable Accounting Period.


     2.2  In addition to the payment of fees as specified in Section 2.1 of this
          Agreement, the Developer shall reimburse the Company for all non-
          ordinary, out-of-pocket expenses incurred by the Company or its
          affiliates in connection with the Services rendered by them hereunder,
          including, but not limited to, travel expenses, legal fees, fees of
          experts, audit fees, tax fees, payroll service fees, etc. All non-
          ordinary, out of pocket expenses, however, must be approved by
          Developer prior to incurring such expense. Expenses payable under this
          Section 2.2 shall be paid in the manner specified in Section 4.1 of
          this Agreement.


  3.  TERM OF SERVICES. The term of this Agreement shall be for the period of
      time commencing on the effective date hereof and continuing so long as any
      of the Franchise Agreements remain in effect. Provided, however, that the
      Company may terminate this Agreement without notice and cease rendering
      the Services hereunder upon any non-payment by the Developer of the fees
      and expenses provided for herein when such fees and expenses are due and
      payable.

  4.  PAYMENT OF AMOUNTS DUE HEREUNDER:  LIABILITY.
     
      4.1 The Company will calculate and collect through electronic funds
          transfer the total dollar amount of all fees and expenses due to the
          Company hereunder, at the end of each Accounting Period.

      4.2 The Company shall not be liable for any cost, damage, expense, or loss
          of the Developer or any other person or entity arising or resulting,
          directly or indirectly, from the failure of the Company to perform any
          of the Services for the Developer hereunder or the misperformance of
          any such Services, except to the extent such failure to perform or
          such misperformance is the result of the Company's willful misconduct
          or gross negligence, in which event Company's liability shall not
          exceed its fee for such Services hereunder for the period in question.

                                       4
<PAGE>

  5. MISCELLANEOUS.
    
     5.1  In performing the Services set forth in this Agreement, the Company
          will have neither express or implied power to execute agreements on
          behalf of the Developer or in any manner bind the Developer as to any
          matter not within the scope of this Agreement.

     5.2  All notices provided for in this Agreement shall be in writing and
          shall be deemed to have been duly given if delivered personally or
          sent by overnight express or facsimile transmission or registered or
          certified mail, return receipt requested and postage prepaid.  Any
          party may change the address to which notices hereunder are to be sent
          to it by giving written notice of such change of address in the manner
          herein provided for giving notice.  Any notice delivered personally or
          by overnight express courier or facsimile transmission shall be deemed
          to have been given on the date it is so delivered, and any notice
          delivered by registered or certified mail delivery service shall be
          deemed to have been duly given three business days after it is sent to
          the intended recipient at the address set forth above.

     5.3  THIS AGREEMENT SHALL BE CONSTUED IN ACCORDANCE WITH AND GOVERNED BY
          THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO
          BE PERFOMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS
          THEREOF.

     5.4  A failure of any party to insist in any instance upon the strict and
          punctual performance of any provision of this Agreement shall not
          constitute a continuing waiver of such provision.  No party shall be
          deemed to have waived any rights, power, or privilege under this
          Agreement or any provisions hereof unless such waiver shall have been
          in writing and duly executed by the party to be charged with such
          waiver, and such waiver shall e a waiver only with respect to the
          specific instance involved and shall in no way impair the rights of
          the waiving party or the obligations of the other party or parties in
          any other respect or at any other time.  If any provision of this
          Agreement shall be waived, or be invalid, illegal, or unenforceable,
          the remaining provisions of this Agreement shall be unaffected thereby
          and shall be unaffected thereby and shall remain binding and in full
          force and effect.

     5.5  This Agreement may be amended or modified only by a written
          instrument signed by each of the parties hereto.

                                       5
<PAGE>

     5.6  This Agreement constitutes the entire agreement between the parties
          hereto with respect to the subject matter hereof, and supersedes all
          prior agreements and understandings, either or oral or written with
          respect thereto.

     5.7  Nothing contained in this Agreement is intended, nor shall it be
          construed, to create any rights in any person not a party to this
          Agreement.

IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of the
date first above written.



COMPANY:                              DEVELOPER:

Quality Dining, Inc.                  Bagel Acquisition Corporation

By: /s/ Michael G. Sosinski           By: /s/ Daniel B. Fitzpatrick
    --------------------------            -------------------------
Name:  Michael G. Sosinski            Name:   Daniel B. Fitzpatrick
Title: Chief Financial Officer        Title:  President

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