This Clean the World PARTICIPATION AGREEMENT (the “Agreement”), effective as of (the “Effective Date”), is made between ______________________ , with its principal place of business at __________________________, (the “Program Participant” or “Party”), and Clean the World Global LLC., a Florida Corporation, (sometimes referred to herein as the “Company” or “CTW”), with its principal place of business at 2544 E. Landstreet Rd. Suite 600, Orlando, Florida (Program Participant and Company sometimes being referred to herein collectively 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, recycling 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 Ventures, LLC. has a mission to reduce the #1 and #2 killers of children worldwide through the distribution of hygiene products. The collected and recycled items from Program Participant deemed appropriate for distribution by the Company will be distributed through Clean the World Ventures, LLC. 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 donee
 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 twelve (12) months thereafter (the “Initial Term”), subject to the automatic renewal provisions below. Notice of termination must be provided by either party not less than thirty (30) days before the Initial Term expires, or this Agreement will be automatically extended or 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 thirty (30) 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 sixty (60) calendar day’s prior written notice of termination to the other Party. There will be no refunds in the event of termination.

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. In order to offset CTW’s continual rise in labor costs, fuel increases, and shipping expenses, during the Term of this Agreement the Rates in Annex B, and the total Fees set forth in Annex A are subject to a price escalation. Upon each Renewal Term for the Term of this Agreement, the Rates and total Fees shall increase in the amount no greater than three percent (3%). Company will bill Program Services in advance of services being rendered. Thereafter, billing is processed not less frequently than quarterly, payable in fifteen (15) days net.

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 and Insurance. 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, negligence 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. During the term Company shall maintain commercial general liability insurance with coverage limits not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) in the aggregate with umbrella liability insurance with limits not less than ($2,000,000) per claim and in the aggregate; workers compensation insurance as required by law or regulation for statutory limits; and automobile insurance with a combined single limit of not less than one million dollars ($1,000,000) for each accident. Company shall name the Program Participant and any affiliate as an additional insured on the policy and shall provide a certificate of insurance evidencing the coverage upon request. Such insurance shall apply on a primary basis and shall not seek contribution from any similar insurance maintained by the Program Participant.

7. Liability Limitations. The Parties agree that the entire cumulative liability of either party and any affiliates 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. Neither party shall 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 such party 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 the State of Florida 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 Orange County, Florida.

[Signature Page Follows] 
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by a duly authorized representative thereof, respectively, as of the Effective Date.

PROGRAM PARTICIPANT

By: _________________________ (Signature Required)

Name: ______________________ (Please Print)

Title: _______________________

Date: _______________________

Clean the World Global LLC

By: __________________________ (Signature Required)

Name: _______________________ (Please Print)

Title: _________________________

Date: _________________________

ANNEX A
 Unless otherwise selected below, the Program Participant shall pay Company $_____ (based on____ rooms at ____per room per month rate x __months) QUARTERLY/SEMI-ANNUALLY/ANNUALLY for the program fee. The Program Participant shall receive from Company the Clean the World Partner Certificate, collection bins, housekeeping training video, digital assets, and housekeeping posters.

 In connection with the Program Services, the Company collects the Hospitality Items from the Program Participant; separates, sorts and prepares the Hospitality Items at the Processing Center; recycles Hospitality Items pursuant to Company's proprietary process; and distributes the appropriate Hospitality Items to third parties.

 The Company shall exercise commercially reasonable efforts in connection with the delivery of the Services, including with respect to consistency, timeliness and scheduling.

 The Company has ownership and responsibility of all Hospitality Items brought to the Processing Center, and the Company shall have the responsibility for the transportation, processing and delivery thereof immediately following the collection thereof by the Company.

 The Company agrees to furnish quarterly and annual reports to the Program Participant concerning the services performed under this Agreement (together, the “Reports”). Such Report(s) shall be delivered to the Program Participant at the end of each quarter and at the end of each calendar year. The Reports shall include, at a minimum, data on weights and/or quantities, by item, of all Hospitality Items collected and recycled pursuant to this Agreement.

Annex B

RETAIL RATE CARD Continental US

Currency USD
Per Room/Per Month
Hospitality Partnership** - Full Program (soap and bottles) $0.65
Hospitality Partnership- Soap Only (no bottled) $0.43

**minimum per room per month rate of $0.50 for all retail, full program partners with any discounts applied only for Continental US, Alaska, and Hawaii

Please Note: All funds due will be required in USD for US Properties (United States Dollars)

ANNEX C

Program Participant Sign Up Form:

By completing this form, The Program Participant agrees to all terms and conditions in effect between Clean the World Ventures, LLC., and Program Participant apply.

Please Select Your Clean the World Hospitality Recycling Program (mark f for full program or s for soap only program:

Program Selection__________ Number of rooms __________

PLEASE PRINT:

Hotel Name (“Program Participant”) (Please Print):

Hotel/Property Billing Address (including city, state, and zip code):

Hotel/Property Shipping Address (including city, state, and zip code):

______________________________________________________________________________

ANNEX C

Contact and Billing Information:

Clean the World’s standard billing is processed quarterly, payable in fifteen (15) days net.

Additional billing options are available with discounts. The lowest full program rate available is $0.50/room/month including all applicable discounts with a $60.00 minimum. Please initial one below. If no selection is made, quarterly invoicing will apply:

_____ Semi-Annual Invoicing – 2% discount if payment is received within 10 days of invoice.

_____ Annual Invoicing – 5% discount if payment is received within 10 days of invoice.

Please select the preferred method of delivery of your invoice: Regular mail Email

PLEASE PRINT:

General Manager Name:

________________________

General Manager Email Address:

________________________

Accounting Contact Name:

________________________

Accounting Email Address:

________________________

PO # (if applicable):

________________________

Director of Housekeeping or Equivalent Name:

________________________

Director of Housekeeping or Equivalent
Email Address:

________________________

Sales Director Name: Sales Director Email Address:

_______________________ ________________________