Register a US agent under the Bioterrorism Act

This is the Agent agreement between Global Trading Hub and your Company. When you agree to appoint GTH as your Agent in the USA, you agree to the terms and conditions of this Agreement. You will be asked to electronically “Accept” and Submit this Agreement acknowledging your total acceptance.

AGREEMENT TO REPRESENT AS UNITED STATES AGENT

This Agreement is entered into by and between Global Trading Hub, Inc. a US Corporation, represented by Global Trading Hub, S.A., from now on (“Agent”), and Company as identified below, from now on (“Company”). Agent offers services to food companies pursuant to US FDA Bioterrorism Act regulations 21 CFR Part 1, Subpart H, (“Regulations”), requiring appointment of a resident US Agent to comply with the Bioterrorism Act. Company wishes to appoint the services of Agent for the purpose of maintaining compliance with the Regulations. Therefore, in consideration of the mutual promises herein contained, the parties agree as follows.

I. DUTIES OF AGENT

1. Agent agrees to provide the following services:

Assist Company in properly filing FDA Form 3537, the Food Facility Registration form (the “Form”) and submit it to the FDA as required.

Accept the appointment as Company’s United States Agent, in compliance with the Regulations.

Maintain a place of business within the US, as required by the FDA Regulations, including a telephone, answering service, email and fax.

Accept all calls, email and written communications from the FDA regarding the Company and/or its products.

Accurately notify the Company of any communications from the FDA, within 48 hours during normal business days and 72 – 96 hours during Saturday, Sunday and US holidays. Agent will convey the information to Company by phone, email, or courier, as Agent deems appropriate. There is no extra charge for conveying any information to Company except the actual courier costs if required. Should Agent convey information to Company more than 25 times per year, Agent reserves the right to charge a reasonable fee of $25.00 per each additional communications. All communications will be properly maintained and stored for future records.

Update the Registration Form within 7 days of receiving updated information from the Company and as required by the FDA. Company has 3 updates per year at no extra charge. For each update after the agreed 3, Agent reserves the right to charge $25.00 per update. If Company provides Agent the information in a language other than English, Agent shall be granted an extra 5 days to translate the information into English and update the form. The costs for translation shall be charged to Company.

Agent shall provide appropriate advice concerning scope of the Regulations, as required.

Be the communications link between the FDA and Company.

2. Agent shall not provide to Company:

Provide any legal or business advice outside the scope of the Regulations.

Any other services not covered in this Agreement, unless under separate Agreement.

II. DUTIES OF COMPANY

1. Company shall provide Agent with:

Electronic or Hard Copy Acceptance of this Agreement.

All of the information required to be submitted on the Form.

Information provided by the Company must be legible and intelligible if sent in writing. If Company provides the Information to Agent in a language other than English or Spanish, Agent reserves the right to charge the actual cost for professional translation.

Respond to any communication from Agent within 3 days from receiving such communications. After the 3 days, Agent is not responsible for any adverse implications with the FDA concerning timely response.

Ensure that all information provided to Agent is truthful and accurate.

III. AGENT FEE

Company shall pay Agent a fee to act as its US Agent, starting on the Effective Date of Agreement. The fee, for one facility, is $395.00 US Dollars for the first year and additional years. The fee is due and payable upon Electronic or Hard Copy Acceptance of this Agreement. FDA requires each separate facility from the same Entity to submit a separate registration. Facility is defined at 21 CFR § 1.227. If Company has more than one facility; the fee for each facility after the first is $275.00 US Dollars for the first year and additional years. Fees shall be paid in US currency. Agent will submit invoices for Agent services at the beginning of the second and following years. Invoices are due and payable upon receipt. Invoices not paid within 30 days of the date rendered will be subject to interest charged at the rate of 1.5% percent per month.

IV. UN-NECESSARY REGISTRATIONS OF FACILITIES

During the course of registration, if Agent determines that registration is not necessary for any given facility under available FDA rules, Agent shall prepare a letter to Company explaining that registration is not required, and setting forth the basis for this determination under FDA Bioterrorism Act. Agent shall promptly refund up to 50% of all fees paid for each facility, for the then-current year.

V. CONFIDENTIALITY AND SECURITY

Agent fully understands and adheres to strict confidentiality and security measures and shall maintain Company’s information in a confidential and secure manner consistent with Agent’s responsibilities to Company. Any and all confidential or proprietary trade secrets, business contacts, product suppliers, clients, agents and/or bank accounts, related identities and specific particulars, and any information pertinent thereto, shall not be copied, duplicated, facsimile transmitted, e-mailed, shown, quoted, or otherwise referenced or transmitted, to any type of third party, except, when so specifically instructed by Company. Information will only be provided to those persons or entities directly involved with the FDA and only specific information requested concerning directly to the Bioterrorism Act. Confidentiality and Security shall include but not be limited to the information pertaining to the identities of all such companies, partnerships, joint ventures, associations, trusts, financial institutions, individual names, telephone numbers, facsimile numbers, telex numbers and e-mail, postal box and street addresses that may come into position of Agent from Company.

VI. GENERAL

This Agreement shall be construed and enforced in accordance with the laws of Florida. Company acknowledges that the duties of Agent under this Agreement are limited to those set forth in this Agreement and the Bioterrorism Act. Company shall defend, indemnify and hold Agent harmless from any and all claims arising in connection with the Company or any of its products. In the event of any dispute under this Agreement, the prevailing party shall be entitled to recover reasonable attorneys fees and costs directly related to the dispute.

Agent is involved in the Food Sector as an Electronic Exchange and/or eMarket Place providing services either directly or indirectly in the formulation, sourcing, promotion, marketing, inspection, quality control, sale, trading, logistic, transport and providing valuable Agricultural and Food information to GTH Members. Under this Agreement, these services are not included. Agent can provide these and other services to Company under separate agreement; go to www.gthub.com for more information.

VII. NOTICES

Any notice required or permitted under this Agreement may be sent by: first class mail (postage prepaid and marked for delivery by certified or registered mail, return receipt requested); overnight courier; fax; email; or by personal delivery. Such notice shall be deemed delivered upon: personal delivery; by recognized overnight courier; upon actual confirmation of receipt by email, post or any other means. In each case, such notice shall be addressed to the parties as set forth below.

VIII. TERMINATION

Either party upon 60 days prior written notice may terminate this Agreement without cause. If the Company terminates this Agreement, it will not be entitled to a refund of fees paid. If Agent terminates this Agreement, Agent will refund a prorated portion of the Fees.

IX. EFFECTIVE DATE OF AGREEMENT

This Agreement shall become effective on the date it is Electronically or Hard Copy Accepted, submitted and confirmed by GTH (the “Effective Date”) and shall continue in full force and effect until terminated by either party upon at least 60 days’ prior written notice.

X. ACCEPTANCE

By Electronically Accepting below, Agent and Company confirm that they understand and agree to the terms set forth in this Agreement. Company will receive an Accepted copy by email.

XI. TOTAL AGREEMENT

This Agreement constitutes the total agreement between the parties and all prior discussions are incorporated herein. This Agreement may be modified only in writing that is duly accepted by both parties.

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