This Clean the World AGREEMENT (the “Agreement”), effective as of __________, 20__ (the “Effective Date”), is made by and between [Hotel Name & Address] (the “Program Participant”), and Clean the World Foundation, Inc., a Florida not for profit corporation (sometimes referred to herein as the “Company”) (Program Participant and Company sometimes being referred to herein as a “Party” or, 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, and all as specified on Annex A attached hereto, to the Program Participant executing this Agreement, including Annex B.
2. The Good Samaritan Food Donor Act. 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 Bill Emerson Good Samaritan Food Donation Act of the United States, and similar Good Samaritan laws in Canada (collectively, 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. The Parties agree that the Act shall govern any donated Hospitality Items from Program Participant. Specifically, the 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; and
§ 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 sixty (60) 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 six (6) months 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 sixty (60) 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 one hundred and eighty (180) calendar days’ prior written notice of termination to the other Party.
4. Payment. The Program Participant, agreeing and selecting Program Services through the execution of this Agreement, including Annex B, agrees to pay the Company for the Program Services at the rates described in Annex B and in accordance with the total number of contracted Program Participant rooms. The Parties agree and acknowledge that Program Participant is solely responsible for the payment of any fees incurred in connection with this Agreement. Company will bill Program Services in advance of services being rendered. 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.
5.1 CTW hereby grants Program Participant, its parent, subsidiaries and affiliates a non-exclusive, nontransferable, worldwide, royalty-free license during the Term hereof to use, reproduce, and display CTW’s name, logo and/or trademarks provided in Annex C and charitable program services collateral (“CTW Materials”) as necessary to inform Program Participant’s customers about the existence of this Agreement, 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 the CTW 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 outlined in Annex E.
5.2 Program Participant hereby grants CTW a non-exclusive, nontransferable, non-sublicensable, limited, royalty-free license during the Term hereof to use, reproduce, and display the Program Participant's name, logo and/or trademarks exactly as listed on Annex D (“Program Participant Materials”) solely to promote Program Participant as a participant 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. CTW further agrees to be bound by the Quality Standards applicable to the use of the Program Participant trademarks outlined in Annex E.
5.3 Each Party recognizes that it has no right, title or interest, proprietary or otherwise, in or to any name, logo, copyright, service mark or trademark owned or licensed by the other Party, and that any rights, benefits or goodwill generated as a result of its use of the other Party’s licensed Materials shall inure solely to the benefit of the owner of the licensed Materials.
6. Representations and Warranties. Each Party hereby represents and warrants that: (i) it has full power and authority to enter into this Agreement and to carry out the provisions of this Agreement; (ii) as of the Effective Date, the execution, delivery and performance of this Agreement by it does not conflict with any agreement, instrument or understanding, whether written or oral, to which that Party is a party or by which that Party may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; (iii) as of the Effective Date, it is in compliance with all federal, state and local laws, rules and regulations applicable to the operation of such Party’s business and shall procure and maintain any and all licenses or permits necessary to fulfill its obligations hereunder; and (iv) any use of the licensed Materials permissible under this Agreement does not and will not infringe, misappropriate or otherwise violate the trademark and intellectual property rights of any third party.
7. Confidentiality. Company shall treat as confidential all data and information furnished by Program Participant that may be of a proprietary nature and/or is indicated to be confidential and shall not knowingly divulge the same to third parties without Program Participant's prior written consent except the confidentiality obligations shall not apply to any information that Company can prove: (a) is at the time of disclosure already in the public domain or becomes available to the public through no breach of this Agreement by Company; (b) is received by Company from a third party free to lawfully disclose such information; (c) was in Company’s lawful possession prior to receipt from Program Participant; (d) is independently developed by Company without the benefit of any of the confidential information; or (e) is approved for release by written agreement with Company. To the extent confidential information is required to be disclosed to comply with legal mandatory regulations, a judicial or official order or decree such disclosure shall not violate this Section, provided that either (i) advance written notice of such judicial action was given to Company at least ten (10) days prior to such disclosure; or (ii) if such judicial action does not permit ten (10) days’ advance notice, advance written notice as timely given to Program Participant. Company shall not use confidential information for its own purposes other than in performance of its obligations under this Agreement. Company shall promptly notify Program Participant if any confidential information is disclosed to any third party without prior authorization. If any confidential information is disclosed to any third party without prior authorization Company shall take steps to mitigate the harm from such disclosure, including immediately attempting to obtain all copies of any embodiments of such confidential information in any third party’s possession or control. If revelation of such information to third parties is necessary to assure proper execution of this Agreement, Company shall require such third parties to hold such information in strict confidence. Company shall return all of Program Participant’s confidential information to Program Participant immediately upon request, when the Program Services provided are completed and/or upon termination of this Agreement. Company’s obligations in this provision to maintain the confidentiality of information shall survive termination of this Agreement.
8. Indemnification.
8.1 The Company agrees to protect, indemnify and hold harmless the Program Participant and its parent, subsidiaries, officers, directors, affiliates, subcontractors, employees, suppliers, agents, successors and assigns (collectively, “Program Participant Indemnitees”) against any claim, loss, expenses, liability, damage, charges and costs (including court costs and reasonable attorney’s fees) which any Program Participant Indemnitee directly or indirectly incurs, or which are threatened or asserted against any Program Participant Indemnitee, with respect to (i) any claims of infringement or other violations of any intellectual property rights based upon the Program Services or CTW Materials; (ii) the Program Services provided by Company; (iii) any breach of Company’s warranties or representations hereunder; or (iv) injury to or death of persons and damages to or destruction of property suffered or caused by any 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 gross negligence or willful misconduct of the Program Participant.
8.2 The Program Participant agrees to protect, indemnify and hold harmless the Company against any claim, loss, expenses, liability, damage, charges and costs (including court costs and reasonable attorney’s fees) which Company directly or indirectly incurs, or which are threatened or asserted against Company with respect to (i) any claims of infringement or other violations of any intellectual property rights based upon the Program Participant Materials; (ii) any breach of Program Participant’s warranties or representations hereunder; or (iv) injury to or death of persons and damages to or destruction of property suffered or caused by 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.
9. Liability Limitations. The Parties agree that the entire cumulative liability of each Party and any affiliates of such Party for any reason arising from or relating to this Agreement shall be limited to the greater of $500,000 or three (3) times 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. Notwithstanding the foregoing, there shall be no limitation on the amount of liability, and no exclusion of any types of damages, for the following: (i) Company’s breach of its confidentiality obligations hereunder; or (ii) either Party’s indemnification obligations hereunder or a breach thereof.
10. 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 [enter State in which Hotel is located] shall govern the rights, obligations, duties and liabilities of the Parties to this Agreement and shall govern the interpretation of this Agreement.
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 Foundation, Inc.
By: __________________________ (Signature Required)
Name: _______________________ (Please Print)
Title: _________________________
Date: ________________________
ANNEX A
Program Services
§ The Program Participant receives from Company the Clean the World Partner Certificate, collection bins, housekeeping training video, digital assets and housekeeping training poster.
§ In connection with the Program Services, the Company shall: (i) collect the Hospitality Items from or provide pre-paid shipping containers to the Program Participant; (ii) separate, sort and prepare the Hospitality Items at the Processing Center; (iii) recycle Hospitality Items pursuant to Company's proprietary process; and (iv) distribute the appropriate Hospitality Items to third parties.
§ The Company shall exercise commercially reasonable efforts in connection with the delivery of the Program Services, including without limitation, with respect to consistency, timeliness and scheduling.
Title to all Hospitality Items brought to, or shipped using the pre-paid containers to, the Processing Center shall be with the Company, 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
Program Service and Fees
REGION
Hospitality Partnership PER ROOM PER MONTH
Hospitality Partnership Bottles Only (no soap) PER ROOM PER MONTH
Continental US
$0.53
$0.41
Alaska
$0.65
$0.51
Canada
$0.65
$0.51
Hawaii
$1.14
$0.89
All Regions***
$50.00 Per Month Minimum
$50.00 Per Month Minimum
*** $50.00 Monthly Minimum program fee applies when the per room/per month rate calculates below $50.00 based upon the Program Participant’s regional location in the chart above***
ANNEX B
[HOTEL NAME] Details Form:
PLEASE PRINT THE INFORMATION BELOW:
Hotel/Property Name (“Program Participant”):
_______________________________________________________________________________
Number of Rooms:
_______________
Program Participant Billing Address (including city, state and zip code):
_______________________________________________________________________________
Program Participant Shipping Address (including city, state and zip code):
_______________________________________________________________________________
Contact and Billing Information:
Clean the World’s standard billing is processed quarterly. Invoices are submitted on the first day of the first month of each quarter and are due on a net 30 day basis.
Additional billing options are available with discounts. Please initial one below. If no selection is made, quarterly invoicing will apply:
_____ Semi-Annual Invoicing – 2% discount
_____ Annual Invoicing – 5% discount
Please select the preferred method of delivery of your invoice: Regular mail Email
ANNEX B
Contact and Billing Information (continued):
PLEASE PRINT:
General Manager: General Manager Email Address:
________________________ ________________________
Accounts Payable Contact Name: Accounts Payable Email Address:
________________________ ________________________
Director of Housekeeping or equivalent: Director of Housekeeping or equivalent Email Address
________________________ ________________________
PO # (if applicable):
________________________
Please send all payments the following address:
Clean the World
PO Box 533838
Orlando, FL 32853-3838
For all accounting related questions, please email accounting@cleantheworld.org
PLEASE RETURN THIS COMPLETED AGREEMENT BY EMAIL TO
programs@cleantheworld.org OR VIA FAX TO 732-847-5446.
ANNEX C
CTW Materials
ANNEX D
Program Participant Materials
ANNEX E
Intellectual Property Quality Standards
The General Terms and Conditions below govern the use of any trademark of either Party (the "Licensor"), any other marks incorporating the name "Clean the World", “Hyatt” or any variations or derivations thereof, with or without stylized designs, and all common law rights and statutory rights with respect thereto, registrations thereof and applications therefore, respectively, and all goodwill and other rights associated therewith, respectively, whether now existing or created hereafter (together, the "Trademarks"), by the other Party (the “Licensee”), pursuant to the above-granted license executed by and between the Licensor and the Licensee.
1. Quality Standards,
To protect, promote, and enhance the image, goodwill, and reputation of the Trademarks, the Licensee shall meet or exceed the following standards (collectively, the "Quality Standards"):
The Licensee must conform to the commercially reasonable quality standards approved by the Licensor, which reserves the right to modify such quality standards from time to time by giving reasonable written notice to the Licensee.
The Licensee must comply fully with all applicable laws and regulations and the intellectual property notice requirements as reasonably required from time to time by the Licensor.
The Licensee must produce goods or provide services that have such style, appearance, and quality as to be adequate and well suited for use of the Trademarks in accordance with the purposes of the Agreement and in no way reflect adversely upon the image, goodwill, and reputation of the Licensor or the Trademarks.
Determination as to whether any goods or service meets all of the Quality Standards set forth above shall be made in the sole and absolute discretion of the Licensor. The Licensor shall have the right to review and approve, in advance, any advertisements, promotional materials, or other items created using the Trademarks, which approval shall not be unreasonably withheld.
If the Licensee fails to meet the Quality Standards or fails to maintain the Quality Standards throughout the Term, then, upon receipt of written notice from the Licensor, the Licensee shall have thirty (30) calendar days in which to cure the deficiency or to satisfy the Licensor that reasonable steps to do so have been and are being taken to cure the deficiency within a period of time acceptable to the Licensor (in either case, the "Notice Period"). If at the end of the Notice Period such deficiency still exists, as reasonably determined by the Licensor based upon these Intellectual Property Quality Standards, then the Licensee shall immediately discontinue any portion of use which the Licensor has specified and in connection with which the Quality Standards have not been met.
2. Manner of Usage of the Trademarks
The Licensee shall use the Trademarks in a manner acceptable to the Licensor. The Trademarks shall be used in a manner that distinguishes the mark from the surrounding text or page layout. The design mark of Licensor, shown in either ANNEX C or ANNEX D, must be used in its entirety and have the same color as shown. The word marks, such as "Clean the World™", must be used in a manner that it is distinguished from the surrounding text.
The use of the Trademarks shall be identified as trademarks of the Licensor. An example of identifying the Trademarks as belonging to the Licensor would be providing a commercially reasonable identification as follows: "Clean the World™ is a trademark of Clean the World, Inc. and is used under license by Licensee." This identification may be located in a commercially reasonable location on a document utilizing the Trademarks. The Licensor shall have the right to review and approve the manner in which the marks are used, which approval shall not be unreasonably withheld.
3. Infringements
The Licensee shall promptly notify the Licensor of any apparently unauthorized use or infringement by third parties of any rights granted to the Licensee herein, and will reasonably cooperate in any action at law or in equity undertaken by the Licensor with respect to such unauthorized use or infringement. The Licensee shall not institute any suit in connection with any apparently unauthorized use of infringement without first obtaining the written consent of the Licensor to do so, and the Licensor shall have the sole right to determine whether or not any action shall be taken on account of any such unauthorized uses or infringements.