This Clean the World PARTICIPATION AGREEMENT (the “Agreement”), effective as of ___________________ (the “Effective Date”), is made between _______________________, with its principal place of business at _________________________________, (the “Program Participant” or “Party”), and Clean the World Ventures, Inc., a Florida Benefit Corporation, (sometimes referred to herein as the “Company” or “CTW”), with its principal place of business at 2544 E. Landstreet Rd. Suite 600, Orlando, Florida 32824 (“CTW US”) and CTW US’s affiliates, including but not limited to, Clean the World Canada, a Canadian non-profit, with its principal place of business at 109 Manfred Avenue, Pointe-Claire, Quebec, H9R 4Y4 (“CTW Canada”), 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 (“CTW Asia”), 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 (“CTW UK). (Program Participant and Company sometimes being referred to herein 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, all as specified on Annex A attached hereto.
2. The Good Samaritan Food Donor Act. Clean the World Ventures, LLC. has a mission to reduce the #1 and #2 killers of children worldwide through the distribution of hygiene products. The collected and recycled items from Program Participant deemed appropriate for distribution by the Company will be distributed through Clean the World Ventures, LLC. The Good Samaritan Law of the United States and Canada (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 donee
standardizes donor liability exposure among the United States and Canada
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 non-automatic renewal provisions below. Notice of termination must be provided by either party not less than six (6) months before the Initial Term expires, this Agreement will be automatically extended or renewed for successive sixty (60) 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 ninety (90) 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 one hundred eighty (180) calendar day’s prior written notice of termination to the other Party. There will be no refunds in the event of termination.

4. Payment. The Program Participant agrees to pay the Company by credit card or EFT recurring payment or an annual prepay by check for the Program Services, all as specified on Annex A and pursuant to the discounted rates negotiated between CTW and Best Western, as specified on Annex B. Company will bill the Program Participant per the information provided in Annex C, in advance of services being rendered. Thereafter, billing is processed not less frequently than quarterly, payable in fifteen (15) days net.

5. Trademark License. CTW hereby grants Program Participant a non-exclusive, nontransferable, royalty-free license during the term hereof to use, reproduce, and display the CTW trademarks and charitable program services collateral as necessary to inform Program Participant’s customers about the existence of this partnership, 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 such 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 found at http://cleantheworld.org/licensing.asp. Program Participant hereby grants CTW a non-exclusive, nontransferable, royalty-free license during the term hereof to use, reproduce, and display the Program Participant's trademarks to promote Program Participant as a partner 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.
6. Indemnification. The Company agrees to protect, indemnify and hold harmless the Program Participant 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 intentional 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 negligence or fault of the Program Participant. The Program Participant agrees 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 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.

7. Liability Limitations. The Parties agree that the entire cumulative liability of the Company and any affiliates of the Company for any reason arising from or relating to this Agreement shall be limited to the amount paid by the Program Participant for the Program Services to the Company. The Company shall 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 Company 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.

8. 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 Florida shall govern the rights, obligations, duties and liabilities of the Parties to this Agreement and shall govern the interpretation of this Agreement and that venue for resolution of any dispute hereunder shall lie in Orange County, Florida.
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 Ventures, LLC.

By: __________________________ (Signature Required)

Name: _______________________ (Please Print)

Title: _________________________

Date: _________________________