Legal Food Security Agreement

LEGAL FOOD SECURITY AGREEMENT

This Legal Food Security Agreement (the Agreement) is made on Date: between Provider Name: , entity type: Individual Corporation Nonprofit, principal place of business at ; and Recipient Name: , entity type: Individual Corporation Nonprofit, principal place of business at (each a Party and together the Parties).

Recitals

WHEREAS, Provider maintains or has access to surplus food, agricultural products, or other food supplies intended to prevent food insecurity and desires to make such supplies available for distribution; and

WHEREAS, Recipient operates or coordinates food distribution, emergency food assistance, or community food security programs and has the facilities, personnel, and distribution network to receive, store, and distribute food to eligible beneficiaries; and

WHEREAS, the Parties desire to establish the terms and conditions under which Provider will supply and Recipient will accept, store, distribute, and account for food to further local food security objectives.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. Definitions

1.1 "Food" means any edible products, ingredients, or meals provided by Provider pursuant to this Agreement, including perishable and non-perishable items. "Perishable" means food with a limited shelf life requiring refrigeration or other special handling.

1.2 "Food Safety Laws" means all applicable federal, state, and local statutes, regulations, and ordinances governing the production, storage, handling, distribution, labeling, and recall of food.

2. Purpose

The Parties intend that Provider will transfer Food to Recipient for the purpose of safe storage, lawful distribution, and consumption by eligible recipients in order to reduce hunger and increase community food security, subject to the terms of this Agreement.

3. Term

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with Section 11.

4. Supply, Quality and Delivery

4.1 Supply. Provider agrees to supply Food described as: in quantities and on the schedule set forth in the Delivery Schedule: .

4.2 Quality and Compliance. Provider warrants that, to the best of Provider's knowledge, Food provided shall be safe for human consumption and, at the time of transfer, shall comply with applicable Food Safety Laws. Provider shall label Food with any known allergens, expiration or best-by dates, and any storage or handling instructions.

4.3 Delivery. Deliveries shall be made to Delivery Location: . Provider shall provide reasonable notice of each delivery and a written delivery manifest listing items, quantities, lot numbers, and dates.

5. Recipient Obligations

5.1 Storage and Handling. Recipient shall store and handle Food in accordance with the Food Safety Laws and any handling instructions provided by Provider. Recipient shall maintain appropriate refrigeration, separation of allergens, and first-in-first-out inventory procedures for perishable items.

5.2 Distribution and Use. Recipient shall only distribute Food to lawful beneficiaries in accordance with Recipient's policies and applicable law. Recipient shall not sell Food unless expressly authorized in writing by Provider.

5.3 Records. Recipient shall maintain complete records of receipt, storage, and distribution of Food, including manifests, distribution lists, and beneficiary acknowledgments as applicable, for a minimum period of Record Retention Period (months): months and shall make such records available to Provider upon reasonable request.

6. Food Safety, Inspection and Recalls

6.1 Inspection Rights. Upon reasonable notice, Provider may inspect the facilities where Food is stored or distributed to verify compliance with Food Safety Laws and the terms of this Agreement. Inspections shall be conducted during normal business hours and in a manner that does not unreasonably interfere with operations.

6.2 Recall and Notification. If Provider or Recipient becomes aware of a circumstance rendering any Food unfit for human consumption or requiring recall, the discovering Party shall immediately notify the other Party in writing, identify the affected items and lots, and cooperate to promptly effect removal and disposition. Costs of recall and disposal shall be allocated as follows: .

7. Liability and Indemnification

7.1 Indemnification by Provider. Provider shall indemnify, defend and hold Recipient harmless from and against any third-party claims, liabilities, losses, or damages arising out of Provider's breach of its warranties in Section 4.2, including contamination or undisclosed allergens in Food provided by Provider, except to the extent caused by Recipient's negligence or intentional misconduct.

7.2 Indemnification by Recipient. Recipient shall indemnify, defend and hold Provider harmless from and against any third-party claims, liabilities, losses, or damages arising from Recipient's negligent storage, distribution, or misuse of Food after acceptance, or from Recipient's breach of this Agreement.

7.3 Limitation of Liability. Except for breaches of Section 4.2 (warranties) or indemnification obligations, neither Party shall be liable to the other for incidental, consequential, indirect, or punitive damages arising out of this Agreement, whether in contract, tort, or otherwise, to the extent permitted by law.

8. Insurance

Each Party shall maintain commercial general liability insurance and, where applicable, product liability insurance and automobile liability insurance in amounts reasonable for the size of the operations and risks, and not less than Insurance Minimums: . Upon request, each Party shall provide certificates of insurance to the other Party.

9. Confidentiality

Confidential Information disclosed under this Agreement shall be used solely for performance under this Agreement and shall not be disclosed to third parties except as required by law or with the disclosing Party's written consent. Confidential Information does not include information that becomes public without breach or that is independently developed.

10. Reporting and Recordkeeping

Recipient shall provide Provider with reports of distribution activity at Reporting Frequency: , including quantities distributed and populations served. The Parties shall cooperate in any audits reasonably requested to verify compliance with this Agreement.

11. Termination

11.1 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within Cure Period (days): days after written notice describing the breach.

11.2 Termination for Convenience. Either Party may terminate this Agreement without cause upon prior written notice given at least Notice Period (days): days prior to termination.

12. Notices

All notices, requests, consents, claims, demands and other communications hereunder shall be in writing and shall be delivered to the Parties at the addresses set forth below or at such other address as a Party may designate by notice to the other Party.

13. Amendments, Waiver, Counterparts

13.1 Amendments. This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both Parties.

13.2 Waiver. Failure or delay by either Party to enforce any provision shall not constitute a waiver of that provision or any other provision.

13.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which together shall constitute one instrument.

14. Governing Law; Entire Agreement; Severability

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Jurisdiction: without regard to conflict of law principles.

14.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements.

14.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the offending provision shall be modified to the minimum extent necessary to make it enforceable.

15. Miscellaneous Provisions

The Parties shall perform their obligations hereunder in good faith and shall cooperate reasonably to achieve the purposes of this Agreement. Any headings are for convenience only and do not affect interpretation.

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