GlobalGAP Compliance Document

GLOBALGAP COMPLIANCE DOCUMENT

Parties

Recitals

WHEREAS, Client operates agricultural production and related packing activities that are subject to GlobalGAP standards and desires to retain Auditor to assist with preparation for, and evaluation against, applicable GlobalGAP requirements;

WHEREAS, Auditor represents that it possesses the professional qualifications, experience, and resources to perform audit and advisory services related to GlobalGAP compliance and to issue written findings and recommendations in accordance with recognized assurance practices;

WHEREAS, the parties wish to set forth the scope, payment terms, confidentiality obligations and other terms governing Auditor’s engagement and Client’s obligations with respect to GlobalGAP compliance for the products and locations identified in this document.

Scope of Work

Auditor shall perform the following services in a professional manner consistent with industry standards: conduct a pre-assessment review of Client operations, perform on-site inspection(s), document findings against applicable GlobalGAP modules, prepare a written audit report identifying nonconformities and corrective actions, and provide limited advisory assistance to support implementation of corrective actions.

Applicable GlobalGAP modules (check all that apply):

Crops Fruits Vegetables Livestock Aquaculture

Payment Terms

Client shall pay Auditor for services rendered as follows. Fees are exclusive of taxes and out-of-pocket expenses unless otherwise stated.

Late payments shall bear interest at the rate specified below and Client shall be responsible for collection costs.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this section.

Start Date:

End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party as set forth below, or immediately upon material breach by the other party that is not cured within the applicable cure period.

Termination for cause: if Auditor identifies critical nonconformities that materially jeopardize product safety or consumer health, Auditor may suspend services pending corrective action; Client’s failure to remedy such critical nonconformities within the specified corrective action period permits Auditor to terminate for cause.

Confidentiality

Each party shall maintain in confidence all confidential information disclosed by the other party in connection with this Agreement and shall use such information solely for the purposes of performing obligations under this Agreement. Confidential information does not include information that: (a) was publicly available at the time of disclosure; (b) becomes publicly available through no breach of this Agreement; (c) was already in the receiving party’s possession without restriction; or (d) is required to be disclosed by law, provided that the receiving party gives prompt notice to the disclosing party to seek protective relief.

Audit Findings and Corrective Action

Auditor will prepare a written audit report documenting findings, nonconformities and recommended corrective actions. Client shall develop and deliver a corrective action plan within the period specified in the audit report. Auditor may verify implementation of corrective actions and issue a closure report when nonconformities are remedied.

Representations, Indemnity, and Insurance

Each party represents that it has authority to enter this Agreement. Client shall indemnify and hold Auditor harmless from claims arising from Client’s failure to meet legal or regulatory obligations or from Client’s misrepresentation of facts. Auditor shall maintain professional liability insurance appropriate to the nature of the services.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of:

Entire Agreement and Amendments

This Agreement, including all schedules and attachments, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Attestations

By checking the box below, Client attests that the information provided to Auditor regarding farm practices, inputs, and records is true and complete to the best of Client’s knowledge, and acknowledges that material misrepresentation may result in withdrawal of certification support or other remedies.

Client attests to the accuracy and completeness of disclosed information and understands obligations under GlobalGAP requirements.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or as later designated in writing by either party. Notices shall be effective upon receipt.

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