and Clean the World Ventures CA, Inc. (NEQ 1172985450) (GST/TPS: 799370317RT0001) (QST/TVQ: 1224966110TQ0001), a Canadian company, with its principal place of business at 260 rue Rodolphe-Besner, Unit 50 Vaudreuil-Dorion QC J7V 8P2 (“CTW Canada”) (sometimes referred to herein as the “Company or CTW”), collectively sometimes being referred to as the “Parties”).
1. Program Services. The Company shall furnish, at the sole cost and expense of the Company, all labor, tools, equipment and materials, supplies and services to perform the Program Services, and to perform all other work incidental thereto related to the collection, sorting, processing, and distribution of soap, shampoo, conditioner, lotion, bath gel and such other hospitality-related items as the parties may agree upon (the “Hospitality Items”), all in accordance with the terms and provisions of this Agreement, all as specified on Annexes A, B, and C, attached hereto.
2. The Good Samaritan Food Donor Act. Clean the World Canada has a mission to reduce the #1 and #2 killers of children worldwide through the distribution of hygiene products and help Canadian families in need. The collected and recycled items from Program Participant deemed appropriate for distribution by the Company will be distributed through Clean the World Foundation, Inc. The Good Samaritan Law of the United States and Canada (the “Act”) encourages the donation of food and grocery products, including soap, shampoo, conditioner, lotion, bath gel and other grocery related items, to non-profit organizations for distribution to individuals in need. Specifically, this Act:
- protects donors from liability for certain donations
- protects donors from civil and criminal liability should the product donated in good faith later cause harm to the done.
- standardizes donor liability exposure among the United States and Canada.
- sets a floor of "gross negligence" or intentional misconduct for donors of grocery products.
3. Term; Termination. This Agreement shall commence, and shall be in full force and effect, beginning on the Effective Date, and shall terminate thirty-six (36) months thereafter (the “Initial Term”), subject to the automatic renewal provisions below. Unless written notice of termination is provided by either party not less than ninety (90) days before the Initial Term expires, this Agreement will be automatically extended and renewed for successive twelve (12) month periods following the Initial Term (each, a “Renewal Term,” and together with the Initial Term, the “Term”). This Agreement may be terminated by either Party upon the material breach or default in any of the terms or conditions of this Agreement by the other Party by providing delivery of written notice of default to the defaulting Party and said Party’s failure to cure said material breach or default within ninety (90) days of the date of said notice. In addition, either Party may terminate this Agreement without cause, and for any reason, at any time during the Term upon the provision of ninety (90) calendar day’s prior written notice of termination to the other Party.
4. Payment. The Program Participant agrees to pay the Company by credit card or EFT recurring payment or an annual prepay by check for the Program Services, all as specified in Annexes A, B, and C attached hereto. Company will bill Program Services in advance of services being rendered. To offset CTW’s continual rise in labor costs, fuel increases, and shipping expenses, during the Term of this Agreement the Rates in Annex A and the total Fees set forth in Annex A shall be subject to a price escalation. On each anniversary of the Effective Date during the Term of this Agreement, the Rates and total Fees shall increase in the amount of three percent (3%). Billing is processed not less frequently than quarterly, payable in 30 days net. Invoices are submitted for payment on the first day of the first month of each quarter or alternate billing period.
5. Trademark License. CTW hereby grants Program Participant a non-exclusive, nontransferable, royalty-free license during the term hereof to use, reproduce, and display the CTW trademarks and charitable program services collateral as necessary to inform Program Participant’s customers about the existence of this partnership, to create collateral for Program Participant to use in connection with informing customers about CTW’s program services and otherwise to perform its obligations under this Agreement; provided that all uses of such materials must be pre-approved in writing by CTW, which approval may be granted or withheld in CTW’s sole discretion. Program Participant further agrees to be bound by the Quality Standards applicable to the use of the CTW trademarks found at http://cleantheworld.org/licensing.asp. Program Participant hereby grants CTW a non-exclusive, nontransferable, royalty-free license during the term hereof to use, reproduce, and display the Program Participant's trademarks to promote Program Participant as a partner and otherwise to perform its obligations under this Agreement; provided that all of CTW’s uses of such materials must be pre-approved in writing by Program Participant, which approval may be granted or withheld in Program Participant’s sole discretion.
6. Indemnification. The Company agrees to protect, indemnify and hold harmless the Program Participant against all loss, expenses, damage, charges and costs (including court costs and reasonable attorney’s fees) for injury to or death of persons and damages to or destruction of property suffered as result of any intentional act or omission on the part of Company or others whose services are engaged by Company or anyone directly or indirectly employed or controlled by either of them in the course of the performance of the work provided for in this Agreement, except such injury, destruction or death as may be caused by the negligence or fault of the Program Participant. The Program Participant agrees to protect, indemnify and hold harmless the Company against all loss, expenses, damage, charges and costs (including court costs and reasonable attorney’s fees) for injury to or death of persons and damages to or destruction of property suffered as result of any intentional act or omission on the part of the Program Participant or others whose services are engaged by the Program Participant or anyone directly or indirectly employed or controlled by either of them in the course of the performance of this Agreement, except such injury, destruction or death as may be caused by the negligence or fault of the Company.
7. Liability Limitations. The Parties agree that the entire cumulative liability of the Company and any affiliates of the Company for any reason arising from or relating to this Agreement shall be limited to the amount paid by the Program Participant for the Program Services to the Company. The Company shall not be liable for any indirect, special, incidental, exemplary or consequential damages, loss of profits or investment, whether based in breach of contract, tort (including negligence), strict liability, product liability or otherwise, even if the Company or its affiliates have been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed of its essential purpose.
8. Miscellaneous. This Agreement states the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all previous and contemporaneous agreements and understandings, if any, whether written or oral, between or among the Parties with respect to the subject matter of this Agreement. This Agreement may be modified or amended solely upon the written consent of each of the Parties to this Agreement. The Company shall perform all work and services described herein as an independent company and not an officer, agent, servant or employee of the Program Participant. The Company shall have exclusive control of, and the exclusive right to control, the details of the services and work performed in accordance with the terms of this Agreement, and all persons performing the same and nothing herein shall be construed as creating a partnership or joint venture between the Program Participant and Company. No person performing any of the work or services described herein shall be considered an officer; agent, servant, or employee of the Program Participant, and no such person shall be entitled to any benefits available or granted to employees of the Program Participant. Neither Party shall assign or otherwise transfer, whether voluntarily or involuntarily, any of its rights hereunder without the prior written consent of the other Party, provided that the Company may assign any rights and delegate any duties under this Agreement to any Company affiliate without prior written consent, and provided further that a Party may assign any rights and delegate any duties under this Agreement without the prior written consent of the other upon the occurrence of any change in control of such Party. The Program Participant and the Company agree that the laws of Canada shall govern the rights, obligations, duties and liabilities of the Parties to this Agreement and shall govern the interpretation of this Agreement and that venue for resolution of any dispute hereunder shall lie in the province of Quebec.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by a duly authorized representative thereof, respectively, as of the Effective Date.