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U.S. Supplier Participation Agreement

Terms and Conditions for Participation by a U.S. Supplier in a WUSATA Global Connect Event

In consideration of WUSATA® granting Company revocable permission to participate in and travel as a part of the Event, Company understands and agrees as follows:

SPECIFIC PROVISIONS:

Permission to participate in and travel as a part of the Event may be revoked by WUSATA® at any time if, in its sole discretion, WUSATA® determines that the application for participation contains any error or misstatement or that either Company or Traveler is not in compliance with this agreement.

Company is fully responsible for all of the actions of its employees, agents, contractors and others with respect to the Event including, but not limited to, any person who takes part in the event or who travels on behalf of the Company (“Traveler”) as a part of the Event.

Company and Traveler shall fully and timely comply with this Agreement, the applicable law, the terms and conditions of the Event and WUSATA®’s rules and regulations.

Company and Traveler understand and agree that WUSATA® has expended significant resources in setting up and administering the event that Company and Traveler have asked to attend and that it did so in reliance on Company and Traveler agreeing to attend and participate fully in every scheduled meeting or other event from the beginning through to the end. Company and Traveler hereby agree to fully and timely participate in all the event, meet with all of the people and companies that are scheduled to meet with them and adhere to the Event schedule. This duty to participate fully and completely shall apply whether participation is to be in person or by electronic or other means. Failure to participate fully and timely shall result in termination of Company’s ability to participate in future WUSATA® events

Company and Traveler shall follow the instructions and guidelines given by the Project Manager and any WUSATA® Contractor.

Company and Traveler shall not cause the Project, the Project Manager or any WUSATA® Contractor to expend resources or time over or above the budgeted amount for the Project. If Company or Traveler causes the Project, the Project Manager or any WUSATA® contractor to expend resources or time over or above the budgeted amount, Company shall reimburse WUSATA® for any related additional cost and shall pay such amount to WUSATA® immediately upon demand from WUSATA® . The duties under this paragraph including, but not limited to, the duty to pay for additional cost are continuing and shall survive fulfillment, discharge, termination, cancellation or other conclusion of this agreement.

Company, Traveler and any personnel or entity associated with Company or Traveler shall at all relevant times conform their actions to comply with WUSATA®’s Code of Conduct found at https://www.wusata.org/programs/fraudprevention/co... and conduct themselves in the most professional manner possible and shall not do anything that reflects poorly on WUSATA® , the Event, the Project manager or any WUSATA® Contractor taking into consideration societal or cultural norms or expectations unique to a country, location or population.

On or before 30 days following completion of the Event described above or termination of this Agreement, whichever is earlier, Company shall reimburse and/or refund to WUSATA® any unused portion of any funds advanced by WUSATA® , or the value of any item or expense purchased by WUSATA® , but not used as a part of the Event.

CANCELLATION: Fees paid for participation in an event are non-refundable. In addition, Company shall pay WUSATA® for any expenses incurred as a result of any cancellation. If a participant has paid for participation in a trade show and the participant cancels or does not show then WUSATA® will retain either $500 or 10% of the fees paid for the trade show, whichever is greater, and refund the balance to the participant if a replacement that is eligible to participate in WUSATA® ’s Global Connect® program steps forward within a time frame that is acceptable to WUSATA® and does in fact take the place of the participant at the trade show and does in fact pay for participation in the trade show in full. Neither WUSATA® nor the Project Manager nor any other party is obligated to find another company willing to step forward and replace the participant at the trade show.

TERMINATION: WUSATA® may terminate its permission to participate in the Event and this Agreement immediately, with or without cause, by giving Company notice of termination. Notice of termination may be sent by e-mail or fax or given by voice mail based upon the last known contact information for each party. Termination shall be effective the date the notice is sent.

SURVEYS: Company shall complete two (2) surveys upon completion of the Event. One survey shall be completed and submitted to WUSATA® following completion of the Event. A second and separate survey shall be completed and submitted to WUSATA® 6 months after the completion of the Event or May 15th of the calendar year following completion of the Event, whichever shall occur first. Failure to comply with this section, or failure to comply with a request from WUSATA® with regard to a survey, may, in WUSATA® ’s sole discretion, result in Company forfeiting current registrations for events that have not yet taken place and/or being locked out of registering for future WUSATA® Programs, Projects or Events. 

SUCCESS STORIES: It is critical (and, therefore, a material obligation of Company herein) that WUSATA® be able to obtain and publish “success stories” related to its Events, to ensure the continued availability of funds and services to support Events such as this one.By participating in and enjoying the benefits of the Event in question, Company agrees to fully and timely cooperate with WUSATA® in creating success stories related to Company’s participation in this event.Accordingly, Company agrees as follows:

(a)  It shall timely provide WUSATA® with assistance, in the form of drafting a written summary in the format(s) requested by WUSATA®. and

(b)  It grants to WUSATA® a perpetual, irrevocable, worldwide and royalty-free license to use, publish, copy, and modify Company’s success story work product for use by WUSATA®. Failure to comply with this section, or failure to comply with a request from WUSATA® with regard to a success story, may, in WUSATA® ’s sole discretion, result in Company forfeiting current registrations for events that have not yet taken place, and/or being locked out of registering for future WUSATA® Programs, Projects or Events. 

GENERAL PROVISIONS: Time is of the essence of this Agreement. If performance by WUSATA® or Company or Traveler of any of its obligations under the terms of this Agreement shall be interrupted or delayed by an act of God, by acts of war, riot, or civil commotion, by failure of computer equipment, including loss of data, or by an act of State, by strikes, fire, flood, or by the occurrence of any other event beyond the control of the parties to this Agreement, then that party shall be excused from such performance for the same amount of time as such occurrence shall have lasted or such period of time as is reasonably necessary after such occurrence abates for the effect of the occurrence to have dissipated. If any legal action, including but not limited to arbitration or mediation as provided herein, is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney fees and costs in addition to any other relief to which that party may be entitled. The provisions of this Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington, United States of America. The jurisdiction and venue for any litigation, arbitration or other legal proceeding involving, relating to or arising out of this Agreement shall lie exclusively in the state or federal court in Vancouver, Washington, United States of America. Should any dispute arise out of or relate to this Agreement, either party may implement the process contained in this section by providing written notice to the other. The date of such notice shall be referred to as the trigger date. The parties must first meet and attempt to resolve the dispute through face to face negotiations. Such meeting shall occur within 10 days of the trigger date. If the dispute or breach cannot be settled through such negotiations, the parties must then attempt in good faith to settle the dispute by mediation administered by US Arbitration and Mediation Service (“USA&M”). Such mediation shall occur within 45 days of the trigger date. If a resolution cannot be obtained through this mediation, the parties agree that the dispute or breach shall be resolved through binding arbitration administered by USA&M in accordance with its rules of practice and procedure. Such arbitration shall commence within 90 days of the trigger date or on such later date as agreed by the parties. The parties shall be entitled to invoke only limited discovery as determined by the arbitrator in his or her sole discretion. The arbitration proceedings shall be conclusive and any party to any award rendered in any such arbitration proceeding shall be entitled to have judgment entered thereon. The arbitrator shall determine the “prevailing party” and such party shall be entitled to its reasonable attorneys’ fees and costs which shall be part of the award. Mediation and/or arbitration shall take place in Clark County, Washington. Failure by a party to participate in the face to face negotiations and/or the mediation shall be considered a breach of this Agreement and shall be a bar to that party’s ability to assert claims in the binding arbitration. In no event, however, shall mediation or arbitration be available pursuant to this section after the date when institution of legal or equitable proceedings based on such claim, dispute, or other matter in question would be barred by the applicable statute of limitations.

LIABILITY RELEASE, WAIVER, PROMISE NOT TO SUE, AGREEMENT TO INDEMNIFY, DEFEND AND HOLD HARMLESS: Company and Traveler each acknowledge that Company has voluntarily applied to participate in the Event and associated events covered by this agreement. Company and Traveler each understands that the Event and associated events involve real and unpredictable risks including, but not limited to, the risks associated with possible air travel and other types of travel and transportation, lodging, meetings, presentations and meals all in locations with varying levels of safety, security and sanitation. Company and Traveler each willingly ASSUME ALL OF THE RISKS of participation including, but not limited to, injury, illness, medical condition, death, damage, and loss or theft of property as Company’s and Traveler’s responsibility whether they are obvious or not. As lawful consideration for being permitted to participate and receive the benefits associated with this agreement Company and Traveler each hereby RELEASE from any legal liability, WAIVE all claims against, AGREE NOT TO SUE, CLAIM AGAINST OR PROSECUTE and agree to INDEMNIFY, DEFEND and HOLD HARMLESS WUSATA® , the project, event and sponsors and managers, the United States Department of Agriculture, the Foreign Agriculture Service, the Commodity Credit Corporation, their officers, directors, members, organizations, managers, agents, employees, representatives, successors and assigns against and from any and all claims, asserted or determined, caused by or arising out of or in any way resulting from the project, or events covered by this agreement. The duties to INDEMNIFY, DEFEND and HOLD HARMLESS hereunder arise at the time that any claim is made and exist regardless of the merits of any claim. A claim is made at the time a party covered by this paragraph first learns of the existence of a claim or threatened claim. The duty to PAY includes judgment, settlement, decision, award, liability, damages, costs, fees, expenses or other obligation imposed or incurred as a result of any claim. The releases, waivers, promises, agreements and duties under this paragraph are continuing and shall survive fulfillment, discharge, termination, cancellation or other conclusion of this agreement.

INFORMATION PROTECTION: Company understands and agrees that funding for the various programs that provide reimbursement or assistance to Company pursuant to this agreement comes from various state and federal agencies. Therefore, this agreement and any information collected by WUSATA® or provided to WUSATA® related to this agreement is subject to the terms and conditions of the federal Freedom of Information Act and other state and federal laws and regulations providing public access to public information. WUSATA® therefore cannot guarantee confidentiality with respect to information gathered about Company or about any other matter related to this agreement. WUSATA® will attempt to protect the confidentially of such information, but it may be limited in its ability to do so by law or by practical considerations.

REASONABLE ACCOMMODATION: WUSATA®  is committed to providing reasonable accommodations for individuals.As part of WUSATA®’s non-discrimination policy, persons with disabilities who require reasonable accommodations or alternative means of communication for program information (e.g., Braille, large print, audiotape, American Sign Language, etc.) should contact the WUSATA® Executive Director at (360) 693-3373. Additionally, program information may be made available in languages other than English.