Agreement

AGREEMENT by and between Registrar Corp and Your Company (“Registrant”)

The parties agree that Registrar Corp shall register or renew Registrant’s food facilities with the U.S. Food and Drug Administration (“FDA”) pursuant to section 415(a) of the U.S. Food, Drug and Cosmetic Act, 21 U.S.C. sec. 350(d)(a) (the “Act”), subject to the following terms and conditions:

1. Registrant authorizes Registrar Corp’s individual employees to register its food facilities (identified above or on the accompanying Registrar Corp payment form) with FDA pursuant to section 415(a) of the Act and to update or renew such registration or information, during the term hereof, pursuant to 21 C.F.R. sec. 1.225 et seq. and to consent on Registrant’s behalf to inspection of the facility by FDA and to such other conditions as are required by FDA for facility registration. Registrant authorizes Agent’s individual employees to verify that a new registration’s submission was authorized by the owner, operator, or agent in charge of the facility pursuant to 21 C.F.R. 1.231(4), by submitting the electronic “receipt code” in FDA’s Food Facility Registration Module. Registrant represents and warrants that it is the owner, operator or agent in charge of the identified facility and is responsible for compliance pursuant to 21 C.F.R sec. 1.225 et seq Registrant will provide Registrar Corp with all information and materials necessary or reasonably requested by Registrar Corp to register or renew the food facilities pursuant to the Act. In the event that Registrant provides e-mail or other written communication modifying or supplementing the Legal Company Name and Company Address identified above, such information may be relied upon by Agent and shall be incorporated herein by reference. Registrant warrants that the information and materials provided by Registrant will be accurate, truthful, genuine and current. Registrar Corp will forward all communications from FDA to Registrant at the address, telephone number or email address stated above.

2. Registrant’s Unique Facility Identifier (“UFI”) is a prerequisite to obtain an FDA Food Facility Registration number. At this time, a DUNS number is the only UFI recognized by FDA. If Registrant does not have a DUNS, Agent will request one on Registrant’s behalf using information provided by Registrant. Agent’s services related to DUNS are limited to submission of the initial request; Registrant must communicate directly with the DUNS issuing authority to provide any supplemental information, verify company information, and attempt to secure the issuance of the DUNS. Since DUNS is issued by a third party, Agent cannot guarantee issuance of a DUNS nor any resulting food facility registration.

3. Registrant agrees to reimburse, indemnify and hold harmless Registrar Corp from and against any and all expenses, costs and claims, including claims by third parties and nonparties, including but not limited to any governmental agencies, and related costs and attorneys’ fees, and including but not limited to any reinspection fees owed to FDA, whether such claims are alleged in tort, contract or under other law, arising out or in connection with this agreement, the transactions contemplated hereby, any claim connected to the business or operations of Registrant, or any breach of law by Registrant. Registrant waives any and all claims against Registrar Corp arising out of or in connection with this Agreement except for willful misconduct or gross negligence and for those waives its claims to the extent the law permits. As used in this agreement, “Registrar Corp” shall include its successors, assigns, affiliates, parents, subsidiaries, officers, directors, shareholders, agents and employees.

4. Neither party to this contract shall be held responsible for any delay, breach of contract, or failure to perform caused by an act of God, insurrection, civil war, war, military operation, terrorism or local emergency, inability to secure a DUNS number, or other similar causes beyond the party’s control. Time shall not be of the essence for services to be rendered by Agent. This Agreement, together with the documents incorporated herein by reference, contains the entire agreement between the parties, and may not be modified except in writing signed by the party to be charged. The use of the plural herein includes the singular and vice versa. This Agreement shall be construed, and the legal relations between the parties determined, in accordance with the laws of the State of New York, without giving effect to its choice of law provisions. Any action or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby shall be brought in the courts of New York or the U.S. District Courts for the Southern or Eastern Districts of New York. The parties hereto consent to exercise of in personam and subject matter jurisdiction by the courts of the State of New York, and the U.S. District Courts for the Southern or Eastern Districts of New York.

5. Agent may terminate this Agreement at any time upon giving written notice to Registrant by U.S. Mail to the address stated above or provided by Registrant for its food facility registration, or by fax to the fax number provided by Registrant for its food facility registration, or by e-mail to the e-mail address provided by Registrant for its food facility registration. Registrant may terminate this Agreement at any time by FedEx, DHL, or UPS overnight delivery service, or by fax to the address and fax number stated above, with and must include such information as will confirm that Registrant’s food facility registration has been maintained or canceled consistent with the requirements of the Act. In the event of termination by either party, no part of the fees paid to Agent hereunder shall be refunded, and the last sentence of paragraph 1 shall survive termination and remain in effect.

6. Unless terminated earlier pursuant to this paragraph, the Agreement will commence upon receipt of payment from Registrant and will continue in full force and effect until December 31, 2024, and thereafter, shall renew automatically for successive terms of one year beginning on each successive January 1st.

7. Registrant acknowledges that Registrar Corp is a private registration agent not affiliated with the FD