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Certification Contracts

Application Agreement

The "Company" and BeVeg agree to be bound by the following terms and conditions (the “Agreement”):

This Agreement includes the BeVeg Vegan Certification Application (of which this Agreement is a part) and certain manuals, guidelines and policies (collectively, the “Policies” and each, a “Policy”). The current versions of the Policies are located www.beveg.com, and are provided upon certification. The Policies are currently made up of the following: conditions of certification, scheme manual, certification checklist, application forms, affidavits, logo use guidelines, and branding standards. These Policies provide important information, including information about the Company’s obligations when using BeVeg Certification Services. The Policies are incorporated as part of this Agreement, and the Company agrees to comply with them. BeVeg may update the Policies or add new Policies from time to time. If so, BeVeg will send an email explaining the updated/new Policy. If Company does not wish to be bound by the updated/new Policy, then Company may terminate this Agreement without any refund of the Certification Fee. To terminate this agreement, Company must notify BeVeg within 30 days of the date Company receives BeVeg’s notice of the update or new Policy. If Company does not terminate the Agreement, then Company agrees to be bound by the updated or new Policy.

BeVeg means without animal origin. BeVeg International controls the use of BeVeg vegan trademarks. The vegan trademark logo set forth in the logo use guidelines is subject to strict compliance with the terms of this Agreement (including the Policies), BeVeg hereby grants Company a limited, worldwide, nonexclusive, non-transferable, non-sublicensable, non-assignable, revocable, royalty-free license to use the Certification Mark. Company may use the Certification Mark (i) on Product Labels, and (ii) in online, digital, and print advertisements and promotional materials, including point-of-sale displays, directly related to the Products (collectively, “Promotional Materials”). No other right, title, or license is granted under this Agreement. The Certification Mark may not be used with respect to any non-certified products. The certification fee, scheme fee, audit fees and travel costs must be paid annually, as described in the Certification Quote and subsequent annual invoices. Annual invoices include price increases over the initial amounts quoted. These fees will not be prorated for any early termination of this Agreement

The applicant Company is willing and able to provide BeVeg with access to the plant(s) where the Products are produced and packaged in order to perform audits to the BeVeg Vegan Standard. This includes access to all documents, records, facilities and staff involved in the production of Products. Access for audits must include permission for observation by a third-party accreditation body that independently audits the activities of BeVeg. The Company is responsible for ensuring that all plants on their application and subsequent certificates comply and remain in compliance with the BeVeg Vegan Certification Standard.

Company must ensure that all Ingredients and Products are and remain vegan, as defined by BeVeg and/or controlling governmental standards. Company agrees to promptly inform BeVeg if there is evidence that a Product or Ingredient is compromised, and then such product or ingredient will be removed from Company’s Product list, Ingredient list and/or Certificate. The Company will promptly notify us if it ceases production at any plant previously approved by BeVeg. Certification of Products is not guaranteed and is subject to Product and Ingredient review and approval, a Plant audit, and the resolution, through corrective action, of any non-conformances discovered in the course of the audit. All manufacturing facilities must be fully set-up and ready for production before a facility audit can take place. Ongoing Product and Ingredient testing is a condition of certification. The testing schedule can only be assigned after the manufacturing plants are audited, and will be reviewed and updated at the end of each audit report.

Documentation and records regarding the Products for certification must be retained in between on-site BeVeg audits. These documents must be available to prove compliance with the BeVeg Vegan Certification Standard. The BeVeg vegan certification mark may only be used on those Products listed on a current, valid certificate issued by BeVeg.

The certification mark may not be used in any way that might indicate that we have certified other products, the plant itself, or any personnel. The Company may not make any misleading statements regarding certification or certified products, may not use Product certification in such a way as to bring BeVeg or veganism into disrepute, and may only issue complete copies of the Product certificate to third parties. Certification of products manufactured for Brand Owners other than the Company is subject to a separate licensing contract between BeVeg and the product Brand Owner. Company is responsible for meeting all certification requirements for the production of certified Products for additional Brand Owners, if applicable. Logo format on packaging, labeling and marketing materials must be submitted to BeVeg for approval prior to use.

The Company must inform BeVeg of any changes or pending changes to the certified Products or the Ingredients used in the production of those Products, including the cessation of production of any Product. The BeVeg certification mark may not be used on any Product before it appears on a valid certificate issued by BeVeg. The Company must inform BeVeg within five (5) days of any changes in your operational status, policies, procedures, location, equipment or facilities that affect the certified Products, or any personnel changes to the Authorized Representative, deputy Authorized Representative, or primary Plant contact. The Company and its Plants must comply with any and all communications from BeVeg, given with due notice, about changes in certification standards, requirements or conditions for certification. All Products must be manufactured, distributed, and promoted in compliance with all applicable laws, regulations, and ordinances. The Products may not be adulterated, misbranded, or otherwise distributed in violation of applicable international, federal, state, or local laws.

The initial term of this Agreement is one year, beginning on the Effective Date of the final contract, which names the plants that have been approved to manufacture Products for the Company, and renewing automatically on the anniversary of that Effective Date (the "Renewal Date"). Either party can stop the renewal by providing the other party written notice of its intent not to renew at least thirty (30) days before the Renewal Date. As used in this Agreement, "Term" means the initial term and all renewal terms.

During the Term of this Agreement, the Company must maintain at least one insurance policy providing coverage limits customary for similar businesses. The policy or policies will cover products-liability and advertising claims related to the Certified Products and will name BeVeg as an additional named insured regarding the Certified Products.

The Company will indemnify and hold BeVeg harmless for any claim by a third party related to Company’s performance of or failure to perform obligations under this Agreement and all incorporated and related policies and procedures; compliance with any and all applicable international, federal, state, and local laws, rules, and regulations; and liability arising from any Product. Except for unauthorized use of the Certification Mark, neither party will be liable to the other for any claim for damages of any kind arising out of this Agreement.

Any dispute, claim, or controversy that arises between Company and BeVeg related to this Agreement or either party's performance, or failure to perform, under the Agreement will be resolved first through attempted negotiation, and if negotiation is unsuccessful, through binding arbitration. This Agreement will be deemed executed and delivered in the State of Florida and construed and enforced according to the laws of the state of Florida.

All communications with BeVeg, including all documents, product and ingredient lists, applications and forms will be submitted in the English language. This Agreement, and all Policies, Procedures, and Schedules attached and/or incorporated by reference into the Agreement, constitute the entire agreement between the parties and supersede all prior written or oral agreements between you and us. The Agreement cannot be amended or modified except in writing signed by both parties.

By signing below you agree to the terms and conditions set forth above, and attest that all statements made on this application and any attachments are accurate and complete.

AFFIDAVIT

The BeVeg Vegan Standard

COUNTRY OF [memb_contact fields=Country]

BEFORE ME, the undersigned authority, personally appeared on behalf of (Company), who after being first duly sworn under oath, hereby asserts under penalty of perjury the following: (Company) certifies all product(s)/services submitted for Vegan Certification stand by the BeVeg Vegan Standard, and also submits to the following:
1. Product(s) does not contain, did not use, and will not use ingredients or sourced materials that contain animal products or animal by-products in the manufacturing, processing, filtration, clarification, or in any other capacity when making the BeVeg certified vegan finished product(s).

2. Product(s) does not use a shared facility, or if it does, cleaning methods to prevent cross contamination from trace non-vegan ingredients are hereby disclosed, explained, and deemed sufficient based on the representations made in the application.
3. Product(s) submitted for review have not been tested on animals, will not be tested on animals in the future, and have not been outsourced to a third-party, or independent contractor for any testing on animals.
4. Product(s), ingredients, and sourced ingredients, submitted for review do not use sugar or honey. If sugar or other sweetener is used, verification from the supplier that the sugar has not been filtered through bone char, sometimes disguised as natural charcoal, is submitted with this completed application.
5. All incidental ingredients, insignificant ingredients, natural food coloring, and natural food flavoring, if applicable, have been disclosed, even though current truth in labelling laws do not require such disclosures. Affiant further certifies that all disclosures do not contain animal by-products, and that if any ingredients are obtained from a third party source, it has been verified that the third party also does not use any animal by-products in the specific source ingredient.
6. Affidavit certifies all information submitted in the application is accurate and truthful.
7. Affidavit certifies agreement to “Guidelines for Logo Use.”
8. Affidavit certifies future intent to uphold the BeVeg Vegan Standard , and will notify BeVeg immediately if anything were to change.

BEVEG LOGO USE GUIDELINES

The BeVeg Logo Use Guidelines policy is a part of the Certification Agreement entered into between the "Company" and BeVeg. The Certification Agreement is incorporated by reference in this policy. Defined terms used but not defined herein have the meanings set forth in such Certification Agreement. If any provision set forth in this Policy conflicts with any provision of such Certification Agreement, the provision set forth in this Policy will control regarding logo use.

1. Permission to use the logo occurs only after written application approval for approved products, payment of fees, and approval by BeVeg International of how the BeVeg vegan trademark will be used on packaging before print.

2. Commercial Use Must be Pre Approved by BeVeg. All proofs of logo use on packaging must be approved by BeVeg before use in commerce, and final certification authority is contingent on BeVeg approval of logo use. Company will provide BeVeg a packaging proof for each product label before such label is printed for use with or on the procut. The product label proof must depict the vegan certification trademark, along with the name of the product, except for bulk product items clearly identified as such within fifteen (15) days following your receipt of a Product Label proof, BeVeg will notify Company whether such Product Label proof is approved. Company will print only the Approved Label on all Product packaging and will not make any material change to an Approved Label without first obtaining prior written consent from BeVeg. Company will notify BeVeg in writing of any change in the name of a Product no later than twenty (20) calendar days before the effective date of such name change.

3. Promotional Materials. Neither the Logos nor the BeVeg name may be used by any other company name, product name, service name, domain name, website title, publication title, or the like without written permission. If Promotional Materials related to the Products also identify or promote non-certified vegan products, then the text and layout of such promotional materials must clearly associate the BeVeg Vegan Certification Mark only with the products certified vegan by BeVeg. If the product is certified by BeVeg, the BeVeg logo may be used on the product, on marketing materials specific to the product, and on menus next to the product, as applicable. Company will not publish or distribute Promotional Materials that state or imply certification of products other than the Products. Company will not make any misleading statements regarding a Product’s Certification. You will not use BeVeg Vegan Certification in a manner that may bring BeVeg into disrepute. All Promotional Materials must be pre approved in writing by BeVeg.

4. Print Deadline. Logos must be printed within 6 months from the date of certification approval, and may be distributed globally. The Certification Mark may not be placed on product packaging using rubber stamp, ink-jet, or adhesive sticker unless prior written consent from BeVeg.

5. Good Will. Logo only represents that the product is certified and should not be placed on the product in a way that could represent the company or its website is being promoted or certified vegan by BeVeg in its entirety. Company shall display the Certification Mark only in a positive manner. Company will not use the Certification Mark in any way that disparages BeVeg or its services, nor use the Certification Mark in any manner that would diminish or otherwise damage BeVeg’s goodwill or the goodwill associated with the Certification Mark. Such prohibited uses include without limitation uses that could be deemed obscene, pornographic, excessively violent, or otherwise in poor taste or unlawful, or that purposely encourages unlawful activities. Company will not provide incomplete information in response to Certification verification requests from third parties, including without limitation providing an incomplete copy of the Certification certificate that BeVeg has provided to the Company.

6. Logo Placement. Preferred placement is the front package panel in a prominent location, without added distractions, either: Near the product name or in close proximity to the other certification marks for kosher, organic, gluten-free, etc. Logo placement should be ideally on the front of the product where the interested consumer can quickly identify the BeVeg certified vegan status. While it is less desirable, the BeVeg vegan symbol can also be printed near the nutrition label. If another vegan certification or endorsement also appears on the packaging, the two symbols should not be in close proximity. The Certification Mark must be the only trademark, certification mark, logo, or other image that appears on a product and is related to the vegan status of such product. No other trademark, certification mark, logo, or image may be placed on the product if such other mark is confusingly similar to the BeVeg Vegan Certification Mark, as determined by BeVeg in its reasonable discretion. BeVeg may, but is not required to, grant limited exceptions to this Section in a written document duly executed by BeVeg.

7. Space Around. In order for the BeVeg logo to maintain a visual impact, the product must maintain a clear area that is without imagery or graphic around the logo to compete or confuse the vegan certification approval. Logo should be placed visibly on the packaging to further consumer transparency and truth in labeling. To ensure the trademark is clearly visible and not crowded or obscured by other graphic elements, it must be surrounded by a protective clear space, as shown below.

8. NOTE: 300 dpi minimum for print applications.

9. Image Size. Image should be in proportion to the package design so as not to be overpowering or lost in the overall design. Logo may not be copied, animated, imitated, morphed, or modified in any manner. However, the logo size may be enlarged or shrunk for printing and packaging purposes. If the logo size is changed, the proportions must not be distorted and the BeVeg and BevVeg words must remain legible. Do NOT make it smaller than 0.75 inches (19.05 mm). To ensure the legibility of the trademark, the minimum size requirement is 0.75 inches (19.05 mm) in height. All lettering must be legible on printed packaging and marketing materials. Increase the size of the trademark if necessary.

10. Logo color. In addition, the logo color may change to compliment packaging, but may not be printed in multiple colors. Logo cannot be on a transparent background without prior approval. By default, the logo has to be on a solid fill.

11. Logo File. The logo file as delivered to your company must be used in its entirety. The logo symbol may not be separated from logotype. a. Compact Logo Usage: the compact logo is the use of the BeVeg and BevVeg logos without the words “Certified by BeVeg” -- The compact logo is reserved for packaging under 2 oz., and may only be used with express written permission from BeVeg.

12. Logo Use Withdrawal. Use of the certified vegan BeVeg logo is a license that may be revoked for failure to return required documentation, improper logo use, non-payment of applicable fees, misrepresentation, and any other improper use BeVeg deems legally actionable. If the logo is ever used in error, the Company must notify BeVeg immediately, destroy incorrect labels and replace them accordingly, post a consumer notification on your company website and a statement for our website. Any misuse is legally actionable for damages under the law.

13. Logo Misuse of BeVeg Logo on products not certified vegan is not accepted. If at any time a certified product fails in more than an immaterial degree to conform to the standards and specifications that were the bases for the certification, the Licensee will immediately cease all use of the Logo on its undistributed certified product units and immediately destroy all nonconforming materials in their possession containing the Logo if BevVeg requests that they do so. The licensee shall also immediately notify all distributors, advertisers, and customers who may have noncompliant certified product units and advertising therefor bearing the Logo. The licensee shall require all sublicensees to immediately destroy all nonconforming materials in their possession containing the Logo if BeVeg requests that they do so. BeVeg does not permit companies to use language that implies that we recommend a product- “Certified (Vegan) by BeVeg.” If the license to use the BeVeg trademarks expire, all stickers and promotional materials and packaging using the BeVeg trademarks and intellectual property must be immediately destroyed and removed. License renewal is dependent on all paperwork and BeVeg scheme requirements passing, including final payment.

14. Private Label or Similar Product. Company will not cause or permit any non-Certified product that is identical or similar to a Product (each, a “Similar Product”) to be produced, manufactured, processed, packaged, re-packaged, or labeled at a Plant or at any other location. Such prohibition applies whether or not such product bears the Certification Mark, without first obtaining BeVeg’s prior written consent. To avoid doubt, a product with an entirely different brand name or with a Label that is markedly distinct (as determined in BeVeg’s sole discretion) from the Label on a comparable Product will not be considered a Similar Product.

15. Restaurants. Certified vegan menus must have the certified BeVeg logo on their menus. Logo use guidelines mandate that the businesses must renew annually to maintain membership with Global BeVeg vegan network and to remain in good standing with BeVeg law firm. Logo use guidelines also require that vegan certified menus be printed as their own menu, with at least one menu to be placed on tables upon seating, for sit down locations WITHOUT request from a customer. In the event the restaurant, establishment or menu fails to remain in good standing with BeVeg, the venue agrees to destroy all menus and remove all marks of the BeVeg global trademark from all marketing. Non compliance is determined by paperwork and payment. All fees and paperwork must be up to date or trademark privileges are automatically revoked by operation of law.

16. Approved to use the BeVeg Vegan Trademark. BeVeg has permission to list certified products and associated company names on the official BeVeg website and other marketing materials. Any found violation of the BeVeg Vegan Standard will result in an immediate request to remedy the problem within 30 days of notice, or rights to logo use is terminated. Companies must immediately notify BeVeg if any of their processes or ingredients compromise the integrity of our Vegan Standard, and likewise must immediately notify BeVeg in writing if their company is going out of business, has changed addresses or websites, or is being acquired or sold to another entity. Certification does not transfer to a new entity. BeVeg reserves the right to assess a penalty to any company found in violation as applicable under the law.

17. Shared Manufacturing Facility. Products may be certified vegan by BeVeg out of shared manufacturing facilities so long as the audit reveals proper mechanisms are in place to ensure vegan quality assurance standards and no cross contamination. Product packaging should indicate whether the manufacturing plant is a “shared manufacturing facility” or “dedicated vegan manufacturing plant.”

18. Changes to logo use requirements. Company acknowledges and agrees that BeVeg may, in its sole discretion, change the Certification Mark from time to time. If so, BeVeg will provide the Company reasonable written notice. Company acknowledges and agrees that all labels printed after the date of such notice must display the changed BeVeg Certification Mark. Company may sell-through the product with the prior approved labels bearing the prior iteration of the vegan certification trademark and printed prior to the date Company received notice from BeVeg of the changes to the Certification Mark.

19. Failure to comply. Company’s failure to comply with any of the provisions of this Logo Use Guidelines Policy will constitute a breach of the Certification Agreement. Such breach will entitle BeVeg to, in its sole discretion: (i) suspend performance under this Agreement and Company’s right to use the Certification Mark, terminate the Certification Agreement, and/or (iii) pursue any and all rights and remedies available to BeVeg under the Agreement or by law. Such remedies include without limitation equitable or injunctive relief and actual damages sustained as a result of the breach. Any Misuse may be actionable under the law, and said company agrees to be governed by jurisdiction in Florida.

20. Unauthorized use of the “BeVeg Certified Vegan” Logos is a violation of federal and international trademark laws. Company acknowledges BeVeg’s exclusive rights to the Certification TradeMark and all goodwill associated therewith, and that any and all use of the Vegan Certification Mark inures to BeVeg’s sole benefit, successors and assigns. Company may not challenge BeVeg’s exclusive ownership rights in and to the Certification Mark, nor take any action inconsistent with BeVeg’s rights in the Certification Mark. Company shall not adopt, use, apply to register, and/or register as your own any trademarks, words, or designs confusingly similar to or that dilute the Certification Mark. Please send your logo proof of concept of packaging before final print to [email protected] for final approval. You may change the color of the logos. Logos must say BeVeg Certified above or below the trademark. The color of BeVeg Certified must match the logo color. All logos require BeVeg approval.

Facility Processing Agreement

THIS AGREEMENT is made effective as of by and

BETWEEN: company incorporated under the laws of the United States of America (hereinafter called the “Company”)

AND: BeVeg International a company incorporated under the laws of the United States of America

WHEREAS:

A. BeVeg is the owner of a certification trademark (hereinafter called the "Mark") relating to the Vegan certification of food products, particulars of which Mark and its use are set out in Schedule A to this Agreement.

B. The Company has applied to BeVeg for Vegan certification for those products of the Company which are more particularly set out in Schedule B to this Agreement (the "Products") and BeVeg has agreed to provide such certification.

C. BeVeg has established that the ingredients and processing of the Products, the specifications of which are also more particularly set out in Schedule B to this Agreement (the "Ingredients" and the "Process") are in conformity with Vegan standards.

IT IS THEREFORE MUTUALLY AGREED BY AND BETWEEN THE PARTIES:

1.0 DEFINITIONS:

In this Agreement, unless something in the subject matter or content is inconsistent therewith; capitalized terms will have the meanings given to them as follows:

Groups A list of the Groups is as described

Ingredients A list of ingredients and cleaning materials used during the process to create Products is as described

Vegan Products that contain no animal products or animal by-products and are produced without the use of animal products for processes such as filtration. Products that have not undergone any animal testing.

Process Any specific instructions, procedures or processes regarding cleaning or permitted handling of non-Vegan ingredients, if any, are as described

Products A list of certified Vegan products is as described

Mark The official logo to be displayed on Products is as described in Schedule A.

2.0 GRANT OF AUTHORITY (in accordance with BeVeg Logo Use Guidelines):

2.01 BeVeg hereby grants to the Company for the duration of this Agreement a non-exclusive license to use the Mark in accordance with the terms hereof (including the particulars of its use as set out in Schedule A hereto) in association with the Products. The Company agrees not to use the Mark except in association with the Products.

3.0 SPECIFICATIONS:

3.01 The Company acknowledges that the Products must be composed of and contain only materials and ingredients, and be processed in a manner, which conform with the requirements of the Vegan standard, and that accordingly, the Ingredients and Process must strictly adhere to the specifications as set out in the attached Schedule B unless otherwise changed in accordance with section 3.02 herein.

3.02 If the Company desires to affect a change to the specifications of the Ingredients or the Process, it must strictly adhere to the following procedure:
(a) provide to BeVeg, written notice of its proposed changes;
(b) provide to representatives of BeVeg, if so requested by BeVeg, access to the Company's facilities, to review the proposed changes; and
(c) not take any action to effect such changes, including without limitation the change or substitution of any or all of the Ingredients or of any suppliers thereof, until it has received written confirmation from BeVeg that the proposed changes have been approved.

4.0 NO TRANSFER OF AUTHORITY:

4.01 The authority to use the Mark is personal to the Company, which it cannot, without the prior, written consent of BeVeg, sub-license, assign or transfer in any other way such right to any third party.

4.02 If at any time during the initial term or renewal term of this Agreement any or all of the corporate shares or voting rights of shareholders of the Company shall be transferred by sale, assignment, bequest, inheritance, trust, operation of law or other disposition, or treasury shares be issued, so as to result in the change in the control of the Company by reason of ownership of greater than fifty percent of the voting shares of the Company having changed from one person or group of persons to another person or group of persons, the Company must notify BeVeg and this Agreement shall immediately terminate, unless both Parties agree otherwise.

4.03 The Company shall, upon request by BeVeg, make available to BeVeg from time to time for inspection and copying all books and records of the Company which alone or with other data show the applicability or otherwise of subsection 4.02.

5.0 BEVEG COVENANTS:
5.01 Except as may otherwise be required by law, BeVeg shall not disclose to, or use for the benefit of, any other person or entity any trade secrets, formulae or secret processes used or employed by the Company in the connection of the manufacture of a Product (such information hereinafter referred to as "Confidential Information"). The fact of certification of a Product by BeVeg shall not be deemed Confidential Information, and, in the absence of a written agreement prohibiting such disclosure, BeVeg may publicly disclose whether a Product and/or a product is or is not certified as Vegan by BeVeg.

6.0 COMPANY COVENANTS:
The Company covenants

6.01 To process and produce the Products only pursuant to the specifications set out herein and that
the Products shall only be produced at the plant locations of the Company identified as follows:

(the approved “Plant”)

6.02 That should the Company wish to produce products with the same ingredients and specifications as the Products under a co-packing arrangement with a third party, the Company shall request prior written approval from BeVeg to do so and shall not commence with any such co-packing arrangement until a separate binding agreement amongst the Company, BeVeg and such third party is in place. For the purpose of this subsection 6.02, "co-packing agreement" shall include without limitation a written agreement between BeVeg, Company and a third party pursuant to which the Company shall produce certain Vegan products for distribution in association with the third party's own private label.

6.03 Not to permit or allow any non-Vegan food whatsoever in the production areas in which the Products are manufactured or processed.

6.04 That if some Ingredients are listed in the attached Schedule B as requiring a special Vegan emblem, the Company shall only use such Ingredients when such proper Vegan seal appears on each unit of such Ingredients. The Company shall accordingly
(a) notify suppliers that proper Vegan seals shall appear on each unit of such Ingredients shipped to the Company's Plant;
(b) instruct its purchasing department to specify on each purchase order that such Ingredients must have proper Vegan seals on each unit before delivery; and
(c) instruct its receiving department to not accept any Ingredients which do not bear proper Vegan seals on each unit.

6.05 That all machinery, equipment and containers and related materials, including without limitation, the machinery, equipment and containers more particularly described in the Process, by means of which the Products are manufactured, processed, stored and transported are cleansed according to the specifications of BeVeg as are more specifically set out as follows:

6.06 That all containers, cartons and other packaging in which the Products are stored/contained and marketed must be labelled or imprinted with the Mark precisely in the manner set out in Schedule A attached hereto.

6.07 To assist BeVeg to the extent necessary to procure, preserve and/or protect the Mark and BeVeg's rights therein, including compliance with BeVeg's or governmental requirements for registration of the Mark.

6.08 To report promptly to BeVeg particulars of any use by any other person of a trade name, trademark or get-up of goods or mode of advertising which may amount to infringement of the Mark or to unfair competition or passing-off. The Company shall promptly report to BeVeg any allegations that come to the notice of the Company that the Mark is invalid or that it infringes the rights of any person or that it is open to any form of attack and, in such case, the Company shall not make any omissions but shall promptly report the matter to BeVeg.

6.09 That all phases of processing of the Products, including without limitation, the packaging and labelling of the Products, will be done only at the approved Plant.

7.0 AMENDMENTS / CHANGES:

7.01 The Parties acknowledge and agree that, pursuant to this Agreement, (a) the Plant locations, (b) list of Products, (c) list of Ingredients, (d) Processes, (e) machinery, (f) equipment, (g) containers and related materials, and (e) forms of marketing and advertising, are subject to change in the ordinary course of such activities and have a material impact on the delivery and performance of the Company associated with use of the Mark thereto.

7.02 BeVeg requires the Company to implement any changes in the aforementioned activities by providing prompt written notice to BeVeg of any such changes, in which event the following provisions will apply:

(a) upon confirmation of Company’s written notice and BeVeg’s approval of any such change, the Company will implement such changes as soon as reasonably practicable to do so; and

(b) the Parties will rely upon each written record of approved change which will be maintained and held effective as a binding amendment of this Agreement.

8.0 ADVERTISING:

During the Term of this Agreement, the Company acknowledges and agrees that, for marketing and advertising purposes only and in accordance with section 5.01, BeVeg may publicly disclose the Company’s logo and a list and/or images of Products certified as Vegan by BeVeg.

9.0 INSPECTION:

9.01 The Company shall forward to BeVeg’s offices, on or before 30 days from the execution date hereof, samples of labels and any other promotional materials in association with which the Products have and will be used, verifying that no change has been made in such labels and any other promotional materials, as well as the Ingredients, Process and generally, the composition of the Products.

9.02 Notwithstanding section 9.01, the Company further agrees to supply to BeVeg, upon request made by BeVeg, representative current samples of advertising and uses of the Mark and agrees that it will not vary from its manner of use and/or presentation of the Mark without prior written permission of BeVeg.

9.03 Company shall allow authorized representatives of BeVeg to inspect the Plant in which the Products are processed and/or stored at any time during production hours, without prior notice, and to co-operate with such persons. The Company shall upon request, furnish to BeVeg for testing such reasonable number of samples of the Products as may be required from it.

9.04 Any inquiries regarding the Vegan status of the Company and the Products, including ingredients and methods of processing will be directed forthwith to BeVeg.

9.05 BeVeg reserves the right to instruct the Company to use a Vegan substitute ingredient in the Products if there is any doubt as to the Vegan status of any said ingredient, and the Company may, upon receiving prior written notice from BeVeg, either:

(a) use the substitute ingredient; or

(b) not use the substitute ingredient and immediately cease using the Mark on the affected Product.

10.0 SUBSTANDARD PRODUCTS:

10.01 If BeVeg finds that the Mark has been used by the Company upon or in relation to certain of the Products and Ingredients in a manner which does not comply with this Agreement, then BeVeg shall (without prejudice to any other rights which it may have in respect thereof) have the right to demand that the Company either (a) remove the Mark from such Products, or (b) cover the Mark on such Products in a permanent non-transparent manner, or (c) withdraw such Products from the trade (if necessary by re-purchasing same) or, (d) if the Products have been put in the hands of the ultimate consumer, either exchange such Products for Products that comply with the standards set out in this Agreement or refund the price paid for them

10.02 If the Company disregards the aforementioned requirements and continues to use a substandard Products or Ingredients or continues using the Mark on substandard Products, liquidated damages shall be imposed in accordance with section 11.02.

11.0 WRONGFUL USE / LIQUIDATED DAMAGES:

11.01 Company shall be responsible for the consequence of any breach of this Agreement by it, including without limitation, any wrongful, unauthorized use of the Mark by it or by any person related, directly or indirectly, to the Company and it shall be solely and fully liable for any damages which may result therefrom, and indemnify and hold harmless BeVeg from any and all claims, suits, liabilities, loss, damage, cost or expense, including reasonable legal fees, arising out of or in connection with such breach.

11.02 BeVeg and the Company acknowledge and agree that:

(a) The proper and authorized use of the Mark by the Company is an essential term of this Agreement;

(b) BeVeg will suffer financial loss if the Company fails to perform its obligations under the Agreement, including without limitation the use of the Mark as authorized herein;

(c) There will be substantial delays, costs and difficulties in proving in any legal proceeding the loss suffered by BeVeg if the Company fails to so perform its obligation;

(d) The sum of $500.00 represents a fair and reasonable pre-estimate of damages that will be suffered by BeVeg for each day during which the Mark has been used in an improper and/or unauthorized manner;

(e) The Company therefore will pay to BeVeg as liquidated damages (and not as a penalty) the sum of $500.00 for each day or portion thereof during which the Mark has been used in an improper and/or unauthorized manner, as may be determined typically through, but not limited to, production records, invoices, date codes, receipts of purchase, etc, or any other means; and

(f) Any liquidated damages shall be invoiced and promptly paid by the Company in accordance with sections 12.02 and 12.03.

11.03 All disputes arising out of or in connection with this Agreement will be resolved at the request of either Party by either:

(a) BeVeg top management or other committees

(b) binding arbitration by one arbitrator located in Florida, USA

11.04 All hearings will be held in private and in confidence. Judgment upon the award rendered in any such dispute resolution or arbitration may be entered in any court having jurisdiction thereof. Each Party will pay its own costs and expenses and one half of the arbitration panel costs. Subject to agreement of the Parties to the contrary, no Person may be appointed as an arbitrator unless he or she is independent of each Party. The decision will be final and binding on the Parties and may be entered and enforced in any court of competent jurisdiction.

11.05 In such event, or otherwise where there is substantial harm to a Party, the Party may proceed directly to court without having to exhaust or utilize the dispute resolution or arbitration procedures set out in this Article. In such circumstances, each Party agrees that without any additional findings of irreparable injury or other conditions to injunctive relief, it will not oppose the making of an appropriate order compelling performance by it and restraining it from any further breaches (or attempted or threatened breaches). Nothing in this section will be construed to limit the right of either Party to obtain injunctive relief in any other circumstance in which it may be otherwise entitled.

12.0 REMUNERATION FOR SERVICES OF BEVEG:

12.01 Company shall pay to BeVeg, in consideration of the certification, Vegan certification and inspection services rendered by BeVeg and its representatives during the Term of this Agreement, the following amounts:

(a) the pre-paid non-refundable annual fee of $150 for application
(b) travel and reasonable expenses at cost incurred to render Vegan certification and inspection services (as and when deemed necessary by BeVeg); and
(c) any additional Vegan certification and inspection fees, when applicable.

12.02 The first annual fee shall be invoiced at the time of signing of this Agreement. Thereafter, BeVeg shall invoice the Company for services provided to the Company by BeVeg on or before the 15th day of the calendar month immediately following the month during which such services were provided. BeVeg's invoice will indicate the remuneration and expenses payable by the Company to BeVeg with respect to such preceding month (the "Invoiced Amount"). The Company shall pay BeVeg the Invoiced Amount no later than 30 days from the date of BeVeg's invoice.

12.03 Should an invoice not be paid on time, Company agrees to pay BeVeg an amount equivalent to five percent (5.0%) of an Invoiced Amount to cover its extra administration work.

12.04 The pre-paid non-fundable annual sum associated with subsequent one-year terms will be increased by three percent (3.0%) on an annual basis, as and when the Term of the Agreement automatically renews.

13.0 TERMINATION:
Termination by BeVeg

13.01 In the event of withdrawal of supervision and certification for violation of the terms of this Agreement, or the regulations, standards and conditions governing the supervision, or should the Company fail to follow any future instructions and regulations issued by BeVeg, BeVeg may, upon notice to the Company, terminate this Agreement, thereby cancel its certification given herein, disqualify the Products from being Vegan and advertise its decision in the press and the Company shall indemnify BeVeg for any costs related thereto. The Company further binds and obligates itself to discontinue use of the Mark from all containers and the connotation or description "Vegan" from any and all of the Company's promotional/marketing materials, including without limitation, advertising, labels, any printing on cartons and containers and stationary wherever such description may have heretofore appeared, or have been used to describe or identify the Products. The Company shall turn over to BeVeg or destroy (at BeVeg's discretion), at the cost of the Company, any and all of such promotional materials, whether or not they bear the Mark alone, the connotation or description "Vegan" alone, or both the Mark and the connotation or description, "Vegan". If BeVeg elects to have such materials destroyed, the Company shall thereafter supply to BeVeg a certificate from its principal officer so certifying such destruction. 13.02 The licence to use the Mark granted herein shall terminate immediately upon the occurrence of any of the following events:

(a) Commencement of a voluntary or involuntary bankruptcy proceeding by or against the Company, voluntary or involuntary dissolution of the Company other than in connection with a merger, amalgamation, arrangement or reorganization;
(b) Assignment by the Company for the benefit of its creditors;
(c) Appointment of a Receiver for the Company's property; and
d) The conviction of the Company or any of the principal directors and/or officers of the Company for any significant criminal offence (in the sole opinion of BeVeg), in violation of federal, provincial or local health, sanitation, environmental or manufacturing laws or regulations.

Termination by the Company

13.03 The Company may terminate this Agreement, upon three (3) months’ notice (prior to the expiry of the Term) to BeVeg, in which event the certification agreed to herein for the use of the Mark in association with which the Products shall also terminate and the Company shall discontinue use of the Mark from all containers and the connotation or description "Vegan" from any and all of the Company's promotional/marketing materials, including without limitation, advertising, labels, any printing on cartons and containers, and stationary wherever it may have heretofore appeared, or have been used to describe or identify the Products. In the event of such termination the Company acknowledges that the pre-paid annual fee is non-refundable. In accordance with section 11.02, liquidated damages shall be imposed for any use of the Mark after the termination date.

13.04 On or before the termination date the Company shall turn over to BeVeg or destroy (at BeVeg's discretion), at the cost of the Company, any and all of such promotional materials, whether bearing the Mark alone, the connotation or description "Vegan" above, or both the Mark and the connotation or description "Vegan". If BeVeg elects to have such materials destroyed, the Company shall thereafter supply to BeVeg, within 14 calendar days after termination date, a certificate from its principal officer so certifying such destruction.

14.0 ACKNOWLEDGMENT OF RIGHTS OF BEVEG:

14.01 Company acknowledges that any and all rights created by the introduction and use of the Mark are the sole property of BeVeg.

14.02 Company covenants that it shall not, nor shall it directly or indirectly, assist any third party to:

(a) Register a symbol identical with or similar to the Mark in respect of any goods, services or enterprises;
(b) Use for any purpose a symbol identical with or similar to the Mark, except as permitted by BeVeg in this Agreement;
(c) Oppose the use and registration by BeVeg of the Mark, or any mark and/or symbol identical with or similar to the Mark or contest the validity of any such registration;

14.03 Company further acknowledges that it shall have no unilateral right to enforce trademark rights in the Mark and BeVeg may commence or prosecute any claims or suits in its own name, or in the name of the Company, or join the Company as a Party thereto. BeVeg shall have conduct of all proceedings relating to the Mark. The reasonable costs associated with such proceedings shall be borne wholly by the Company. All rights and recoveries obtained as a result of any such action by BeVeg shall belong to BeVeg, except that the Company shall have the right to recover its reasonable costs associated with the proceedings up to the amount recovered as a result of the action.

14.04 The acknowledgment and covenants set out in section 14 shall survive the termination of this Agreement and remain binding upon the Company.

15.0 TERM:

15.01 This Agreement shall be for a term of 1 year commencing on the of the certification (See: Certification Issued with unique ID and Date) and terminating at midnight 1 year later subject to earlier termination or automatic renewal as provided herein (the “Term”). If the contract is terminated before the deadline of autopay for a multi-year contract, the balance of the contract shall be immediately due.

15.02 This Agreement (which may be amended in accordance with section 7) shall automatically renew annually on the same terms and conditions as contained herein unless either Party provides written notice of termination to the other Party in accordance with section 13.

16.0 NOTICE: Unless expressly stated otherwise, any notices, consents, demands and payments required or permitted to be given hereunder shall be in writing and may be delivered personally, by registered mail or courier, or email transmission to the addresses set forth below, as follows:

If to BeVeg:
Attention: Carissa Kranz
Address: 3801 PGA BLVD, Suite 600, Palm Beach Gardens, Florida 33477
Telephone: 1-(202) 996-7999
Email: [email protected]

If to the Company:
Attention:
Address:
Telephone:
Email:

or at such other address as may from time to time be notified in writing by the Parties hereto provided that if there shall be between the time of mailing and the actual receipt of the notice a mail strike, slow down or other labour dispute which might affect the delivery of such notice by the mails, then such notice shall only be effective if actually delivered. Any notice mailed as aforesaid shall be deemed delivered on the expiration of two (2) business days after it is posted. Any notice hand delivered or couriered shall be deemed delivered at the time of receipt in a Party’s office. Any notice sent via email transmission shall be deemed to have been delivered to the receiving Party at such time as the recipient Party returns a “confirmation of receipt of email” to the sending Party.

17.0 GENERAL:

17.01 The headings hereunder are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

17.02 This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the Parties hereto attorn to the jurisdiction of the Courts therein.

17.03 Should any part of this Agreement be declared or held invalid, such invalidity shall not affect the validity of any remaining portion which will remain in force and effect as if this Agreement had been executed with the invalid portion thereof eliminated.

17.04 This Agreement and all of its provisions shall endure to the benefit and be binding upon the Parties hereto and their respective heirs, executors, administrators, successors and assigns.

17.05 If any provision of this Agreement is determined by any court of competent jurisdiction to be illegal or unenforceable, that provision will be severed from this Agreement and the remaining provisions will continue in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either of the Parties.

17.06 This Agreement (as may be amended from time-to-time) constitutes the entire agreement between the Parties with respect to the subject matter hereof and cancels and supersedes any other understandings and agreements between the Parties with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties other than as expressly set out in this Agreement. IN WITNESS WHEREOF, the Parties hereto have set their hand this

SIGNED, SEALED, AND DELIVERED in the presence of

Name:
Address:
Occupation:

SCHEDULE "A" - MARK

1.0 CERTIFICATION MARK (“Mark”)

The official mark herewith referred to within this Agreement is the official logo and property of BeVeg International. Please always use the mark with BeVeg Certified added to the packaging above or below the actual trademark. This is provided as a source file for your flexibility. While you can change the color of the mark, please keep BeVeg Certified the same color of the mark as it should all be one cohesive color scheme and mark.

2.0 USE OF MARK - SEE LOGO USE GUIDELINES, AS AMENDED AND UPDATED *Any prohibited use will incur liquidated damages in accordance with section 11.02.

SCHEDULE "B" - PROCESSES

2.1 Every Ingredient to be used must have its own letter certifying that it is Vegan. Company acknowledges and agrees to promptly provide BeVeg with copies of such annually issued letters for each Vegan Ingredient being used in a Product — to ensure a valid Vegan status of each Ingredient is maintained – in accordance with the provisions of section 7.

2.2 The “Group” levels are defined as follows:

Group 1 May be purchased from any source
Group 2 Company needs to submit a Vegan letter, mark not required on label
Group 3 the Mark must appear on each Product packaging or label
Group 4 Product shipped in bulk by a Vegan Rail car or truck.
Group 6 Non-Vegan ingredient, permitted for use in company

3.0 PROCESSES AND PROCEDURES (“Process”)

3.1 Any specific instructions, procedures or processes regarding cleaning or permitted handling of non-Vegan ingredients, if any, are as follows:
● NONE

4.0 SPECIAL INSTRUCTIONS

4.1 The Company will at all times designate at least two members of the Plant personnel to be actively involved in the Vegan program. These personnel will be thoroughly familiar with Schedule B.1 – List of Approved Products and Schedule B.2 - List of Ingredients as well as all Vegan requirements and regulations.

4.2 All employees in receiving and shipping will have a copy of Schedule B - Products available in
order to verify the acceptability of incoming Ingredients and outgoing Products.

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Signed by Carissa Kranz
Signed On: March 8, 2021

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February 11, 2021 1:37 pm EDT

Certification Contracts Uploaded by Carissa Kranz - [email protected] IP 202.137.115.11