This Service Proposal (“Proposal”) is between the FoodChain ID Group, Inc., located at 504 North 4th Street, Fairfield, Iowa 52556 USA (“FoodChain ID”) and Client, located at the address listed on the Proposal. FoodChain ID and Client are collectively the “Parties.” The Proposal identifies the Parties’ rights, obligations, and understanding regarding the Service as identified in the attached Proposal.

1. Confidentiality. During the Proposal period, Client and FoodChain ID may obtain the other’s proprietary and confidential information. Each party agrees to protect the other’s confidential information with the same degree of care that it gives to its own confidential information but with not less than reasonable care.
   
   (a) The Client’s Confidential Information: FoodChain ID may acquire or develop confidential information relating to the Client, including the status of Client products, practices within its facilities, information disclosed by Client, and other technical and business information about it or its vendors.
   
   (b) FoodChain ID owes the Client a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the services for the Client consistent with FoodChain ID’s Proposal with the Client. The Client agrees and consents in writing to the release of any such confidential or proprietary information related to the formulas or the audit results to FoodChain ID, as may be necessary for FoodChain ID to complete its Proposal service. FoodChain ID agrees to protect such proprietary information of the Client with the same degree of care that it gives to its own confidential information but not less than reasonable care. FoodChain ID also agrees not to release confidential information to any party without the express written consent of the Client which may be the legal or rightful owner of such proprietary or confidential information. FoodChain ID shall notify Client immediately upon discovery of, or suspicion of, (i) any unauthorized use or disclosure of Confidential Information by FoodChain ID or its representatives; or (ii) any actions by FoodChain ID or its representative inconsistent with its obligations under this Proposal , FoodChain ID shall cooperate (means took reasonable steps to assist the Client to rectify the error) with any effort of the Client to help the Client regain possession of Confidential Information and prevent its further unauthorized use.
   
   (c) FoodChain ID’s Confidential Information: The Client may obtain proprietary and confidential information from FoodChain ID, which includes FoodChain ID’s forms and documents, questionnaires, written and oral advice, methods of verification and other aspects concerning the Proposal service, and constitutes the intellectual property of FoodChain ID. The Client may disclose all FoodChain ID information to persons who are under a duty of confidentiality at least as stringent as the Client’s hereunder, and who have a need to know such information in connection with the Client’s business purposes, provided that such disclosures by the Client of FoodChain ID’s proprietary and confidential information (including forms, documents and questionnaires) shall not be made to other administrators of any program similar to or competitive with FoodChain ID by allowing such administrators to use the Client’s passwords to access its data online or otherwise.

FoodChain ID’s services, including FoodChain ID processes and its online data acquisition and management system (including the specific fields and definitions in the questionnaire and the reporting formats used) are based on information and standards owned by FoodChain ID and shall remain the property of FoodChain ID or, as applicable, and the Client shall have no rights therein.

(d) Confidential information of a party does not include information that a party can establish by written records is (i) in the public domain through no fault of receiving party, (ii) known to the receiving party prior to disclosure by the disclosing party, (iii) transferred or disclosed to the receiving party by a third party without violation of the disclosing party’s rights, and (iv) developed by a party without reliance on the disclosing party’s confidential information.

(e) Permitted Disclosures: Notwithstanding the foregoing, the following permitted disclosures are agreed upon:
i. The information received from the Client, and FoodChain ID’s advice or information provided to the Client, may be aggregated with other information in the FoodChain ID database and used by FoodChain ID and/or on a purely no-name basis where the Client’s or any particular product’s identity is not disclosed or identifiable by those familiar with the industry in any such summary or aggregation report during the term of this Proposal and thereafter without regard to termination of this Proposal agreement.

ii. Once the Client’s service is completed by FoodChain ID as in compliance with the Proposal, the Client’s brand and trade names, marks, and Client-supplied logos may be disclosed to the public by FoodChain ID . Client would receive advance notice prior to use. (Applicable only to consumer facing Verification and/or Certification programs).

(f) In the event that any party receives a request to disclose all or any part of the confidential information of the other under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or by a governmental or banking regulatory body, unless unlawful to do so, the receiving party shall promptly notify the disclosing party so it may seek a protective order and, at no out-of-expense to the receiving party, cooperate with the disclosing party in obtaining the protective order, and only release pursuant to the subpoena or order so much of the confidential information as is necessary to comply with the subpoena or order.

(g) In the event of any breach or threatened breach of the confidentiality provisions above, the non-breaching party shall be entitled to a temporary or permanent injunction, without the necessity of posting any bond or other security, in addition to any monetary damages that may be awarded.

(h) Each party shall be responsible for any breach of confidentiality by any person that received a party’s confidential information from the other party (“Representatives”), which includes Representatives who subsequent to obtaining the confidential information become former Representatives of the other party. Each party shall take, at its sole cost and expense, all reasonable measures, including but not limited to court proceedings, to restrain its Representatives from unauthorized disclosure or use of the confidential information. Except for disclosure to its Representatives under the conditions noted above or as otherwise permitted under this Proposal, each party shall retain the other party’s confidential information in secret, shall not utilize the confidential information for the benefit of the receiving party or any third party, and shall not divulge, furnish, or make accessible the confidential information to any third party.

(i) Each party’s obligations respecting the confidential information disclosed by the other party shall remain in effect (i) with respect to a trade secret (which, for the avoidance of doubt, includes without limitation Client formula, ingredient sourcing and product processing information), for so long as such information remains a trade secret under applicable law and (b) for all other confidential information, for a period of ten (10) years from the date of disclosure of said confidential information.

2. Payment Terms. In the event that credit has been granted by FoodChain ID, Customer will pay all invoiced amounts within the stated term (Net 30 payment terms for all services) of the invoice date as indicated on the invoice. Customer agrees to pay all collection costs, including reasonable attorney’s fees and court costs incurred by FoodChain ID Testing in collecting such past due amounts. FoodChain ID, in addition to any other remedies available, may suspend all further services for Customer until all past due amounts, late payment charges, and collection costs are paid.
   
3. Limitation of Liability/Indemnification. The Client understands any certificate issued by FoodChain ID hereunder is based on FoodChain ID’s determination that, to the best of FoodChain ID’s knowledge, the Client is operating in compliance with the applicable program. The Client further understands that, among other things, testing product samples is not a guarantee that all product(s) will conform to the analysis results of levels of the samples that are tested, and product may otherwise fail to satisfy applicable requirements of laws or contracts.
   THE MAXIMUM LIABILITY OF FOODCHAIN ID TESTING AND ANY OF ITS EMPLOYEES, DIRECTORS, CONTRACTORS, OR OTHER REPRESENTATIVES FOR ACTS OR OMISSIONS IN CONNECTION WITH ANY ANALYSIS, TESTING, OR OTHER SERVICES FOR CUSTOMER SHALL BE THE AMOUNT PAID BY CUSTOMER (OR ITS AFFILIATE OR SUBSIDIARY) FOR THE ANALYSIS, TESTING OR OTHER SERVICES THAT RESULTS IN CUSTOMER’S LOSS. THIS LIMITATION SHALL NOT APPLY TO: 1) GROSS NEGLIGENCE OR MORE CULPABLE ACTS OR OMISSION (INCLUDING RECKLESSNESS OR WILLFUL MISCONDUCT); 2) BAD FAITH FAILURE TO MATERIALLY COMPLY WITH ANY OF THE MATERIAL OBLIGATIONS SET FORTH IN THIS AGREEMENT; OR 3) FRAUD. THE FOREGOING WARRANTY AND AGREEMENT IS IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, AND FOODCHAIN ID TESTING SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY DAMAGES IN THE NATURE OF LOST PROFITS, OR FOR INJURY OR HARM TO ANY PERSON.
   
4. Indemnification. The Parties hereby agree to defend, indemnify and hold the other party, its affiliates, licensors, contractors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns harmless from any third party claims, liabilities, damages, demands, judgments, awards, losses, costs, expenses, or fees, including reasonable attorneys’ fees, arising out of or relating to a party’s violation of this Proposal, gross negligence, or willful misconduct, and/or the party’s violation of any law or the rights of any third party.
   
5. Subcontracting. FoodChain ID may subcontract all or any portion of its services to one or more third parties, and may assign this Agreement to any related party or purchaser of all or substantially all of FoodChain ID’s business or assets. Otherwise, neither party may assign or transfer any right or obligation under this Agreement without the prior written consent of the other party.
   
6. Force Majeure. Neither party is responsible for delay or failure to perform resulting from acts beyond such party’s reasonable control (“Force Majeure”) and the party’s obligations that cannot be reasonably performed shall be suspended for the Force Majeure period. Force Majeure includes but is not limited to acts of God, government acts or omissions, war, riots or strikes, epidemics, fires, floods, or other disasters.
   
7. Third-Party Representation. If either party uses a third-party (for example, but not limited to, an independent contractor, broker, or other non-employee representative and/or agent) representative and/or agent to act on its behalf under this Proposal and in its interactions with the other party, then the parties agree (1) the party will disclose the identity of this third-party to the other party; (2) the party understands this is an ongoing obligation and if they create or terminate a third-party representative relationship throughout the term of this Proposal that the party will disclose these changes to the other party.
   
8. Disputes/Governing Law. Any dispute(s) arising out of or relating to this Agreement shall be governed by the laws of the State of Delaware. Either party may seek recourse to the state or federal courts situated in Delaware to enforce the confidentiality provisions of this Agreement. In the event of any dispute, the prevailing party shall be entitled to all costs of resolving the dispute, including reasonable attorney’s fees. In the event FoodChain ID incurs any expenses, including reasonable attorney fees, resulting from collecting past due invoices, such expenses, costs and fees shall be borne by the Company.
   
9. General. If any provision of this Proposal is determined to be void or overbroad, such provision shall be automatically reduced in scope to the maximum legal protection that could be obtained by Client to protect its Confidential Information and the remainder of the Proposal shall remain in full force and effect.
   
10. Counterparts. This Proposal may be executed in two or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. A PDF or any other type of copy of an executed version of this Proposal signed by a party is binding upon the signing party to the same extent as the original of the signed agreement.
    
11. Titles. The titles used in this Proposal are used for convenience only and are not to be considered in construing or interpreting this Proposal.
    
12. Entire Proposal. This Proposal shall constitute the entire understanding of the parties with respect to the Confidential information and supersedes any prior agreements, understandings regarding the subject matter hereof. No modification, amendment, or waiver may be accomplished to the terms of this Proposal without the prior written consent of both parties. No failure or delay by a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other further exercise or the exercise of any other right, power or privilege hereunder. This Proposal may be executed and delivered in counterparts and via facsimile or other electronic transmission, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document.