This Downstream Partner Agreement ("Agreement") is entered into by and between

("Organization") as of the date of last signature below.

The Redistribution Partner participates in a program through which it receives donated goods ("Donated Goods") originally donated by corporate and other donors to Good360, a Virginia corporation ("Good360"), for distribution to eligible nonprofit organizations. This Agreement governs the terms under which the Redistribution Partner will make Donated Goods available to the Organization. The Organization acknowledges that Good360 is a third-party beneficiary of this Agreement with the right to enforce its terms and to access records related to Donated Goods upon request.

The Organization represents and warrants that:

• It is a tax-exempt charitable organization under IRC §501(c)(3), classified as a public charity and not a private foundation under IRC §509(a);
• It is not subject to any revocation of tax-exempt status or adverse tax determination from the Internal Revenue Service;
• It is an eligible recipient for purposes of the enhanced charitable deduction for qualified contributions of inventory and other property under IRC §170(e)(3);
• Neither the Organization nor any of its officers, directors, or key employees is a sanctioned or prohibited person or entity under applicable law; and
• It is not subject to any pending or threatened investigation or examination by any state, local, or federal authority. If any such matter arises, the Organization shall notify the Redistribution Partner within five (5) days.

These representations are ongoing. If the Organization can no longer make any such representation, it shall notify the Redistribution Partner promptly in writing and shall not accept any Donated Goods until authorized to do so in writing.

3. Title and No Consideration

3.1 Title to Donated Goods shall be held by the Redistribution Partner until the Organization takes physical possession. Upon delivery or pickup, title shall transfer to the Organization, which shall thereafter bear full responsibility for the storage, transportation, distribution, and use of the Donated Goods in accordance with this Agreement.

3.2 The Redistribution Partner may charge the Organization an administrative fee solely to reimburse actual administrative, warehousing, or similar costs in accordance with Treasury Regulation §1.170A-4A(b)(3). No fee may be charged to end beneficiaries.

4. Use of Donated Goods

4.1 Donated Goods shall be used solely to further the Organization's exempt purpose under IRC §501(c)(3) and solely for the care of the ill, needy, or infants, in compliance with IRC §170(e)(3) and IRC regulations §1.170A-4A(b)(2) and (3). The Organization acknowledges that Donated Goods must be used to alleviate or cure an existing illness, to alleviate or satisfy an existing need, or to perform parental functions and provide for the physical, mental and emotional needs of infants as set forth in the IRC regulations.

4.2 The Organization shall not sell, trade, barter, or otherwise transfer Donated Goods in exchange for anything of value, including but not limited to money, property, or services. Donated Goods shall not be used for fundraisers, raffles, auctions, or retail sales of any kind.

4.3 Donated Goods shall not be transferred to volunteers, officers, directors, employees, or contractors or permit any such person to take any Donated Goods, for personal use.

4.4 The Organization shall not return any Donated Goods to the original donor or the original donors retail store.

4.5 The Organization shall use Donated Goods in a manner that complies with all applicable laws, ordinances, and regulations, and shall not use Donated Goods to further or with the intent to commit any illegal act, including but not limited to bribery or terrorist acts.

5.1 The Organization shall distribute only to qualified end-user individual beneficiaries in accordance with this Agreement and shall not distribute, transfer, give, or assign any Donated Goods to unqualified individuals or other entities. The Organization shall not redistribute Donated Goods to any other downstream partner or intermediary without the prior written approval of the Redistribution Partner, which may not grant such approval without the prior written approval of Good360.

5.2 The Organization shall not distribute Donated Goods outside of the United States without the Redistribution Partner s prior written approval, which may not grant such approval without the prior written approval of Good360. Any request for international distribution may be subject to additional vetting requirements at Good360's discretion.

5.3 The Organization shall not distribute Donated Goods to any person or entity that is sanctioned or prohibited under applicable U.S. law, including any sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control or any applicable Executive Order.

5.4 The Organization is solely responsible for inspecting Donated Goods prior to distribution and for determining whether they are safe, suitable, and lawful for distribution. The Organization shall not distribute any Donated Goods that are recalled, adulterated, unsafe, or otherwise noncompliant.

The Organization is solely responsible for the correct storage, transportation, and disposal of Donated Goods after receipt. The Organization shall store, transport, and dispose of Donated Goods in accordance with the applicable manufacturer instructions and guidelines, all applicable laws, ordinances, and regulations relating to the storage, transportation and disposal of Donated Goods, and highest industry standards. Donated Goods must be stored and distributed from an approved business location. The Organization shall promptly notify the Redistribution Partner if any Donated Goods are lost, damaged, destroyed, or otherwise unable to be used in accordance with this Agreement.

7.1 The Organization shall maintain accurate records documenting the receipt and distribution of all Donated Goods, including amounts received and distributed, the purpose of each distribution, and fair market value and inventory treatment in accordance with applicable accounting standards including ASC 820 and ASC 958-330.

7.2 The Organization shall maintain records demonstrating that Donated Goods were used solely for the care of the ill, needy, or infants in accordance with IRC §170(e)(3).

7.3 The Organization shall provide the Redistribution Partner with quarterly distribution reports in a format specified by the Redistribution Partner. The Redistribution Partner reserves the right to require more frequent reporting at its discretion.

7.4 The Organization shall complete a quarterly Donation Acknowledgment Statement certifying that all Donated Goods received during the quarter were distributed in compliance with IRC §170(e) (3) and the terms of this Agreement, in the form attached hereto as Attachment A, to be provided to the Redistribution Partner within thirty (30) days following the close of each calendar quarter in which Donated Goods were received.

7.5 All records shall be retained for a minimum of seven (7) years following receipt of Donated Goods, or such longer period as required by applicable law.

7.6 Upon reasonable notice, the Organization shall make all records related to Donated Goods available to the Redistribution Partner or Good360 for inspection, audit, or copying within five (5) business days.

7.7 The Organization acknowledges that Good360 and the original donor of Donated Goods may rely on the accuracy of information and records provided by the Organization under this Agreement, and that the Redistribution Partner may make such information available to Good360 and its donors upon request.

Donated Goods are provided strictly on an "as-is" basis, with all faults and defects, latent and otherwise. Neither the Redistribution Partner nor Good360 makes any warranty, covenant, or representation, express or implied, regarding the design, condition, merchantability, or fitness for any particular use or purpose of Donated Goods.

9. Assumption of Risk and Indemnification

9.1 The Organization assumes all risk of loss, damage, and injury arising from or relating to Donated Goods from the time they come into the Organization's possession.

9.2 The Organization shall indemnify, defend, and hold harmless the Redistribution Partner and Good360, and each of their respective officers, directors, employees, agents, successors, and assigns, from and against any and all losses, costs, damages, claims, and expenses, including reasonable attorneys' fees, arising out of or related to: (a) any breach by the Organization of this Agreement; or (b) the receipt, storage, handling, transportation, distribution, delivery, possession, use, operation, disposal, or return of Donated Goods by the Organization, including, without limitation, claims relating to the bodily injury or the death of any person.

10. Termination

Either Party may terminate this Agreement upon thirty (30) days written notice. The Redistribution Partner may terminate this Agreement immediately upon written notice in the event of the Organization's non-compliance with any term of this Agreement. Sections 7, 8, 9, and this Section shall survive termination.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date of last signature below.

Redistribution Partner Organization