This Clean the World MASTER PARTICIPATION AGREEMENT (the “Agreement”), effective as of, ____________________ _____, ________(the “Effective Date”), is made by and between Marriott International, Inc., a Delaware Corporation, located at 10400 Fernwood Road, Bethesda, MD 20817 (“Marriott” or “Party”), and Clean the World Global LLC d/b/a Clean the World Ventures, LLC, a Florida limited liability certified B-Corporation, (sometimes referred to herein as the “Company), with its principal place of business at 2544 E. Landstreet Road, Suite 600, Orlando, Florida 32824 (“CTW US”) and CTW US’s affiliates, including but not limited to, Clean the World Foundation, Inc., a Florida not for profit corporation that has been designated as a public charity under Section 501(c)(3) of the Internal Revenue Code, with its principal place of business at 2544 E. Landstreet Road, Suite 600, Orlando, Florida 32824 (“CTWF”), Clean the World Canada, a Canadian non-profit, with its principal place of business at 90 Rue St-Anne suite 204, St-Anne de Bellevue, Québec – Canada H9X 1L8, Clean the World Asia, a Hong Kong non-profit, with its principal place of business at Room 1203,12/F, OfficePlus@ Sheung Wan No 93-103 Wing Lok Street, Hong Kong, and Clean the World UK, a United Kingdom limited company which also operates across Europe, with its principal place of business at 3rd Floor, 11-12 St. James’s Square, London SW1Y 4LB, United Kingdom. (Program Participant and Company sometimes being referred to herein collectively as the “Parties”). The purpose of this Agreement is to establish a framework under which any hotel property affiliated with Marriott or bearing any Marriott flag, including the newly affiliated Starwood flags, (each a “Program Participant”) may participate in the Company’s hospitality amenity recycling program and its related services (the “Program Services”), all upon the terms and conditions set forth herein.
1. Program Services. The Company will 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 as further specified on Annex A attached hereto, to those program participants (“Program Participants”) who are identified on and have elected to receive such services through the execution of Annex B. The Program Services will be provided on a non-exclusive basis. For the avoidance of doubt, Marriott and its affiliates will have the right to receive similar or identical services from parties unrelated to the Company.
2. The Good Samaritan Food Donor Act. The Company and CTWF have a mission to reduce the #1 and #2 killers of children worldwide through the distribution of hygiene products. The Company will collect and recycle items from Program Participants it deems appropriate for distribution. The Good Samaritan Law of the United States, Canada, and Legge del Buon Samaritano of Italy (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 recipient
♣ standardizes donor liability exposure within the United States, Canada, and Italy
♣ sets a floor of "gross negligence" or intentional misconduct for donors of grocery products
3. Term; Termination. This Agreement will commence, and will be in full force and effect, beginning on the Effective Date, and will terminate sixty (60) months thereafter (the “Initial Term”). Unless written notice of termination is provided by either Party not less than sixty (60) 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 thirty (30) days of the date of said notice. In addition, Marriott may terminate this Agreement without cause, for any reason and without further liability, at any time during the Initial Term or any Renewal Term, by providing ninety (90) days’ prior written notice of termination to Company. Program Participants may elect to discontinue receiving the Program Services at any time during the Initial Term or Renewal Term by providing 30 days’ prior written notice of termination to Company.
4. Payment. The Program Participants, agreeing and selecting Program Services through the execution of the Program Participant Sign Up Form in Annex B, agree to pay the Company for the Program Services at the rates described in Annex B, or the previously agreed upon rates indicated in the Program Participant Sign Up Form, as applicable, and in accordance with the total number of contracted Program Participant rooms. Company will bill the Program Participants individually for Program Services on a quarterly basis on or after the first day following the quarter in which services are rendered. The Program Participants will pay amounts due in 15 days net. For the avoidance of doubt, the Company will look solely to the Program Participants, and not to Marriott, for payments due.
5. Trademark License. The Company hereby grants Marriott and each Program Participant a non-exclusive, nontransferable, royalty-free license during the term hereof to use, reproduce, and display the Company’s trademarks and charitable program services collateral as reasonable to inform Marriott’s and the Program Participant’s customers about the existence of this Agreement, to create collateral for Marriott and the Program Participants to use in connection with informing customers about the Company’s program services under this Agreement; provided that all uses of such materials must be pre-approved in writing by the Company, which approval may be granted or withheld in the Company’s sole discretion. Marriott and the Program Participants further agree to be bound by the Quality Standards applicable to the use of the Company’s trademarks found at http://cleantheworld.org/licensing.asp. Marriott hereby grants the Company a non-exclusive, nontransferable, royalty-free license during the term hereof to use, reproduce, and display Marriott’s trademarks or logos to promote Marriott as contemplated under this Agreement or as further agreed in a writing signed by the Parties; provided that each use by the Company of such Marriott trademarks or logos must be pre-approved in writing by Marriott; approval may be granted or withheld in Marriott’s sole discretion. In the event Marriott approves of any use, reproduction, or display of Marriott’s trademarks or logos, Marriott will provide Company with the appropriate verbiage and logo.
6. Insurance. Prior to commencement of this Agreement, Company shall provide Marriott with a certificate of insurance (and copies of the actual policies if requested by Marriott) evidencing the existence of valid and enforceable insurance policies as follows:
a. Commercial General Liability, naming Marriott International, Inc. and each Program Participant as additional insureds, including coverage for bodily injury, personal injury, property damage, contractual liability specifically insuring the Indemnity contained in this Agreement and innkeepers liability in an amount not less than five million dollars ($5,000,000) per occurrence
b. Worker’s Compensation insurance, including but not limited to coverage for Company’s employees, agents, contractors, subcontractors, and volunteers, in statutory amounts and employers liability of not less than five hundred thousand U.S. dollars ($500,000) per accident
c. Automobile liability insurance for any Company-owned, hired, non-owned or leased vehicles used in conjunction with the service provided by Company hereunder, for bodily injury or property damage with combined single limit of not less than one million U.S. dollars ($1,000,000) each occurrence. Such insurance shall name Marriott International, Inc. and each Program Participant as additional insureds, and
d. Professional Liability, in an amount not less than one million U.S. dollars ($1,000,000) per occurrence.
e. All policies shall be specifically endorsed to provide that the coverage obtained by virtue of the Agreement will be primary and that any insurance carried by Marriott International, Inc. or any of the Program Participants shall be in excess and non-contributory and shall contain a waiver of subrogation in favor of said entities. All policies shall provide that the above coverages shall not be canceled or materially changed without at least thirty (30) day’s prior written notice to Marriott International, Inc. Company shall deliver certificate of insurance and any renewals thereof, at least 10 days prior to the expiration, to Marriott International, Inc.’s VP of Sustainability & Supplier Diversity and the General Manager of each Program Participant. All insurance procured and maintained pursuant to this Agreement shall have such deductibles, limits and coverages, and shall otherwise be in such form, as Marriott International, Inc. shall from time to time reasonably specify, be subject to periodic review and adjustments, shall be issued by insurance companies authorized to do business in the state in which the Program Participant is located, and shall have an AM Best Rating of at least A‑, VIII. Prior to execution of this Agreement, a certificate of insurance evidencing the required insurance and additional insured endorsement shall be attached as Annex D.
7. Indemnification. The Company agrees to protect, indemnify and hold harmless Marriott and the Program Participants 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 the result of any negligent or intentional act or omission on the part of the Company or others whose services are engaged by the 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 Marriott or the Program Participants. Marriott and the Program Participants agree 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 negligent or intentional act or omission on the part of Marriott or the Program Participants or others whose services are engaged by Marriott or the Program Participants 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.
8. Liability Limitations. The Parties agree that the entire cumulative liability of the Parties and any affiliates of the Parties for any reason arising from or relating to this agreement will be limited to the cumulative amount paid by the Program Participants for the Program Services to the Company. The Parties will 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 Parties or their 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.
9. Neither Marriott, nor Company shall permit any publications, articles, or announcements to be made relating to this Agreement or the activities under it, without the prior written approval of such other party. Each party shall afford the other a prior right to review, edit, and approve or reject any materials or communications concerning the activities described in this Agreement and the relationship between the parties. Requests for approvals under this section will be made only by and to designated employees of the parties who are authorized to make and review such requests. Each party shall afford the other a reasonable time, which in the case of planned Marriott press releases and the like shall be at least ten business days, to exercise this right of review, edit, and approval, which must be in writing. Except in accordance with process provided here, the parties will not refer to their relationship or to this Agreement in public communications or similar materials.
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 will perform all work and services described herein as an independent company and not an officer, agent, servant or employee of Marriott or any of the Program Participants. The Company will 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 will be construed as creating a partnership or joint venture between Marriott, the Program Participants and Company. No person performing any of the work or services described herein will be considered an officer, agent, or employee of Marriott or the Program Participants, and no such person will be entitled to any benefits available or granted to employees of Marriott or the Program Participant. The Company may not assign or otherwise transfer, whether voluntarily or involuntarily, any of its rights hereunder without the prior written consent of Marriott, provided that the Company may assign any rights and delegate any duties under this Agreement to any Company affiliate without prior written consent. The parties agree that the laws of the State of Maryland will govern the rights, obligations, duties and liabilities of the Parties to this Agreement and will govern the interpretation of this Agreement and that venue for resolution of any dispute hereunder will lie in Montgomery County, Maryland.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by a duly authorized representative thereof, respectively, as of the Effective Date.
MARRIOTT INTERNATIONAL, INC.
By: _________________________ (Signature Required)
Name: ______________________ (Please Print)
Title: _______________________
Date: ________________________
CLEAN THE WORLD VENTURES, LLC
By: __________________________ (Signature Required)
Name: _______________________ (Please Print)
Title: _________________________
Date: ________________________
f
ANNEX A
Unless otherwise selected below, the Program Participants shall pay Company as outlined in Annex B a QUARTERLY program fee and shall receive from Company for each program participant identified on Annex B and executes Annex C, 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.
Title to all Hospitality Items brought 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 Marriott and each Program Participant concerning the services performed under this Agreement (together, the “Reports”). Such Report(s) shall be delivered to Marriott and each 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
Marriott Program Participant Service Selection:
(SCHEDULE B.1 - US AND CANADA PROPERTIES
U.S. dollars unless otherwise noted)
Clean The World Hospitality Recycling Program Service
A. Clean the World Hospitality FULL SERVICE program- CONTINENTAL US
• 0 – 50,000 Rooms | $0.64/room/month
• 50,001 – 150,000 Rooms | $0.62/room/month
• 150,001+ Rooms | $0.60/room/month
B. Clean the World Hospitality FULL SERVICE program- HAWAII (including French Polynesia), Puerto Rico, Caribbean, U.S. Virgin Islands, Mexico)
• 0 – 50,000 Rooms | $1.73/room/month
• 50,001 – 150,000 Rooms | $1.71/room/month
• 150,001+ Rooms | $1.69/room/month
C. Clean the World Hospitality FULL SERVICE program- ALASKA
• 0 – 50,000 Rooms | $.73/room/month
• 50,001 – 150,000 Rooms | $.71/room/month
• 150,001+ Rooms | $.69/room/month
D. Clean the World Hospitality FULL SERVICE program- CANADA
• 0 – 50,000 Rooms | $1.18CAD/room/month
• 50,001 – 150,000 Rooms | $1.15CAD/room/month
• 150,001+ Rooms | $1.13CAD/room/month
E. Clean the World Hospitality SOAP ONLY program- CONTINENTAL US
• 0 – 50,000 Rooms | $.43/room/month
• 50,001 – 150,000 Rooms | $.42/room/month
• 150,001+ Rooms | $.41/room/month
F. Clean the World Hospitality SOAP ONLY program- HAWAII (including French Polynesia), Puerto Rico, Caribbean, U.S. Virgin Islands, Mexico
• 0 – 50,000 Rooms | $1.44/room/month
• 50,001 – 150,000 Rooms | $1.43/room/month
• 150,001+ Rooms | $1.42/room/month
G. Clean the World Hospitality SOAP ONLY program- ALASKA
• 0 – 50,000 Rooms | $.50/room/month
• 50,001 – 150,000 Rooms | $.49/room/month
• 150,001+ Rooms | $.48/room/month
H. Clean the World Hospitality SOAP ONLY program- CANADA
• 0 – 50,000 Rooms | | $.98CAD/room/month
• 50,001 – 150,000 Rooms | $.96 CAD/room/month
• 150,001+ Rooms | | $.96CAD/room/month
SCHEDULE B.2 - ASIA PROPERTIES
A. Clean the World Hospitality SOAP ONLY program – HONG KONG | $5.87 HKD/room/month
B. Clean the World Hospitality SOAP ONLY program – MACAU | $9.78 HKD/room/month
C. Clean the World Hospitality SOAP ONLY program – SINGAPORE | $6.26 HKD/room/month
D. Clean the World Hospitality SOAP ONLY program – JAPAN | $117.67 JPY/room/month
E. Clean the World Hospitality SOAP ONLY program – TAIWAN | $7.82 HKD/room/month
SCHEDULE B.3 – UK, EU, AND SWITZERLAND PROPERTIES
A. Clean the World Hospitality Standard Bin Collection FULL PROGRAM - UK | £1.27 GBP/room/month
B. Clean the World Hospitality Standard Bin Collection SOAP ONLY PROGRAM - UK | £1.08 GBP/room/month
C. Clean the World Hospitality Big Box Collection FULL PROGRAM - UK | £1.00 GBP/room/month
D. Clean the World Hospitality Standard Bin Collection FULL PROGRAM – EU (Germany, Belgium, Poland, Czech Republic, France, Luxembourg, Netherlands, Austria, Denmark) | £1.56 Euro/room/month
E. Clean the World Hospitality Standard Bin Collection SOAP ONLY PROGRAM – UK (Germany, Belgium, Poland, Czech Republic, France, Luxembourg, Netherlands, Austria, Denmark) | £1.33 Euro/room/month
F. Clean the World Hospitality Standard Bin Collection FULL PROGRAM – EU (Slovenia, Slovak Republic, Finland, Italy, Monaco, Scotland, Sweden, Bulgaria, Latvia, Lithuania, Hungary, Greece, **Spain, Cyprus, **Portugal, Andorra, Croatia, Liechtenstein, Norway, Switzerland) | £1.74 Euro/room/month
G. Clean the World Hospitality Standard Bin Collection SOAP ONLY PROGRAM - EU (Slovenia, Slovak Republic, Finland, Italy, Monaco, Scotland, Sweden, Bulgaria, Latvia, Lithuania, Hungary, Greece, **Spain, Cyprus, **Portugal, Andorra, Croatia, Liechtenstein, Norway, Switzerland) | £1.48 Euro/room/month
H. Clean the World Hospitality Big Box Collection FULL PROGRAM – EU (Germany, Belgium, Poland, Czech Republic, France, Luxembourg, Netherlands, Austria, Denmark, Slovenia, Slovak Republic, Finland, Italy, Monaco, Scotland, Sweden, Bulgaria, Latvia, Lithuania, Hungary, Greece, **Spain, Cyprus, **Portugal, Andorra, Croatia, Liechtenstein, Norway, Switzerland) | £1.40 GBP/room/month ** Excluding Canary Islands, Ceuta, Melilla, Azores and Madeira **
*** Monthly Minimum Program Fee ***
$50.00 (USD) (if property located in the US); C$75.00 (CAD) if property located in Canada; £70.00 (GBP) (if property located in UK); €85.00 (Euro) (if property located in EU); HK$400 (HKD) (if property located in Asia.
Full Service Program: Full Service Hospitality Recycling Program includes the daily collection and recycling of all partially used bar soap and individual and/or bulk bottled amenities (shampoo, conditioner, lotion, bath gel/ body wash) from each property hotel room.
Soap Only Program: Soap Only Service Hospitality Recycling Program includes the daily collection and recycling of all partially used bar soap from each property hotel room.
Standard Bin Collection: The Standard Bin holds up to 65lbs. measures 15 inches x22 inches x12 inches (38.1cm x55.88cm x30.48cm)
Big Box Collection: The Big Box holds up to 1,200 lbs. measures 48 inches x40 inches x4ft. (121.92cm x 101.6cm x121.92cm)arrives already assembled on a pallet shrink wrapped to the pallet for easy transport to and from the housekeeping area.
ANNEX C
Marriott International, Inc. Participant Sign Up Form:
By completing and signing this form, the Program Participant agrees to all terms and conditions in effect under the Master Participation Agreement dated January __, 2018 between Clean the World Global LLC d/b/a Clean the World Ventures, LLC (“Company”) and Marriott International, Inc. Program Participant may notify CTW of its election to discontinue receiving the Program Services at any time, without penalty, by providing 30 days’ prior written notice to Company. The parties agree that upon acceptance of this Participant Agreement Sign Up Form, any existing agreement between the undersigned Program Participant and Company, or an affiliate of Company, shall be considered terminated.
The undersigned and Company acknowledge that non-U.S. Program Participants shall have the right, if necessary, to amend this Participant Sign Up Form in order to comply with local laws and contracting formalities applicable to their jurisdiction.
Contact and Billing Information:
Clean the World’s standard billing is processed quarterly, payable 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 $50.00 minimum. Please initial one below. If no selection is made, quarterly invoicing will apply:
_____ Semi-Annual Invoicing – Two percent (2%) discount if payment is received within 10 days of invoice date.
_____ Annual Invoicing – Five percent (5%) discount if payment is received within 10 days of invoice date.
Separate pricing applies to standard bin collection or “big box” collection of hygiene amenities (outside of the US). Please specify below whether your property will utilize standard bin collection or “big box” collection.
