Food Industry FoodChainID Proposal

Food Industry FoodChainID Proposal

This Proposal is entered into on by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client is engaged in the manufacture, distribution, or sale of food products and requires provenance, traceability and identity services to meet commercial and regulatory obligations; and

WHEREAS, Provider operates the FoodChainID service platform and possesses technical capability, industry data integration expertise, and credentialing services necessary to provide chain of custody identification, ingredient verification, and audit support; and

WHEREAS, the parties desire to set forth the services, deliverables, fees, and the terms under which Provider will deliver a FoodChainID solution to Client as specified below.

SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described in this section. Provider's obligations include data ingestion, mapping, integration with Client systems, assignment of FoodChainID identifiers, documentation of provenance, and support for audit and certification processes.

PAYMENT TERMS

Client shall pay Provider the fees for the services as set forth below. All fees are exclusive of taxes unless otherwise stated. Unless otherwise agreed in writing, invoices issued by Provider are due as provided in this section.

Invoices issued by Provider are due within days from invoice date. Payment shall be made in the currency agreed by the parties.

Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition, Provider may suspend performance for invoices unpaid more than days after written notice.

TERM AND TERMINATION

This Proposal shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this section.

Either party may terminate for convenience upon written notice delivered no less than days prior to termination. Either party may terminate immediately for material breach that remains uncured for a period of 30 days after written notice specifying the breach.

Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination. Sections concerning confidentiality, indemnity, limitation of liability, and governing law shall survive termination.

CONFIDENTIALITY

For purposes of this Proposal, "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") either orally or in writing that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including business plans, specifications, technical data, formulae, trade secrets, customer lists, and personal data.

The Receiving Party shall: (a) use Confidential Information solely for the performance of obligations under this Proposal; (b) restrict disclosure to those employees, contractors or agents with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Proposal; (ii) was known to the Receiving Party prior to disclosure without obligation of confidentiality; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

Provider will process personal data on behalf of Client as described in the scope. Provider shall implement appropriate technical and organizational measures to protect such data consistent with industry standards and applicable law.

Upon expiration or termination, Receiving Party shall, at Disclosing Party's option, return or securely destroy Confidential Information and certify destruction in writing within thirty (30) days, except where retention is required by law.

INTELLECTUAL PROPERTY AND DATA

Client retains ownership of its underlying product data and any pre-existing intellectual property. Provider grants Client a non-exclusive, non-transferable license to use FoodChainID identifiers and Provider deliverables for Client's internal business purposes pursuant to this Proposal. Provider retains ownership of its platform, methodologies, and any aggregated or anonymized analytics.

LIMITATION OF LIABILITY

Except for liability resulting from a party's gross negligence, willful misconduct, or breach of confidentiality, the aggregate liability of each party arising out of or related to this Proposal shall be limited to direct damages not to exceed the total amounts paid by Client to Provider under this Proposal in the twelve (12) months preceding the claim. Neither party shall be liable for any consequential, incidental, punitive, special, or exemplary damages.

GOVERNING LAW

This Proposal shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Proposal, together with any attachments, statements of work, and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices under this Proposal shall be in writing and delivered to the address of the party as provided in writing. If any provision of this Proposal is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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