THIS IS AN EXAMPLE OF THE PRIOR NOTICE AGREEMENT THAT YOU WILL NEED TO EXECUTE TO USE THE GTH PN SYSTEM®.

AGREEMENT TO PROVIDE PRIOR NOTICE SERVICE


This Agreement is entered into, by and between Global Trading Hub, from now on (“GTHUB”) and __________________________, from now on (“Company”). GTHUB offers services to food companies pursuant to US FDA Bioterrorism Act requiring the Submissions of Prior Notices to comply with the Bioterrorism Act. Company wishes to use the services of Prior Notice Submissions provided by GTHUB for the purpose of maintaining compliance with the FDA Regulations. Therefore, in consideration of the mutual promises herein contained, the parties agree as follows.

LICENSE. GTHUB hereby grants Company a non-exclusive license to use GTH PN SYSTEM® to use for the importation of Food Articles into the United States of America by Company, in compliance with the requirements of the FDA and the Bioterrorism Act.

SERVICES OF GTHUB

  1. GTHUB agrees to provide the following services:
    1. Assist Company in filling out the Prior Notice and submitting it to the FDA as required.
    2. Provide a simple and easy-to-use Prior Notice System with all the features and benefits for fast submission to save time and money.
    3. Notify the Company of any changes or modifications to the Prior Notice from the FDA, within 48 hours during normal business days and 72 – 96 hours during Saturday, Sunday and US holidays. GTHUB will convey the information to Company by email or fax. There is no extra charge for conveying any information to Company and it is part of the Prior Notice service.
    4. Update Company with any general notices and information from the FDA.
    5. GTHUB shall provide appropriate advice concerning scope of the Prior Notice as required.
    6. Activate and maintenance of Company's database.
    7. Activate and maintenance of Personal Portfolio Section.
    8. Activate and maintenance of Company’s user names and passwords.
    9. Activate and maintenance of Company’s Personal Account Number.
    10. Technical service support on 24-hour per day, 7 days per week basis.
  2. GTHUB shall not provide to Company:
    1. Provide any advice outside the scope of the Prior Notice.
    2. Any other services not covered in this Agreement, unless under separate Agreement.

DUTIES OF COMPANY

  1. Company shall provide GTHUB with:
    1. Electronic or Hard Copy Acceptance of this Agreement.
    2. All of the information required to accurately submit the Prior Notice.
    3. Information provided by the Company must be legible and intelligible if sent in writing. If Company provides the Information to GTHUB in a language other than English or Spanish, GTHUB reserves the right to charge the cost for professional translation.
    4. Respond to any communication from GTHUB within 3 days from receiving such communications. After the 3 days, GTHUB is not responsible for any adverse implications with the FDA concerning timely response.
    5. Submit the Prior Notice completely filled out within the time frames allowed by the FDA.
    6. Ensure that all information provided to GTHUB is truthful and accurate.

PRIOR NOTICE PLAN FEES AND TERMS

  1. Company shall pay GTHUB the service fee according to the PN Service Plan chosen.
  2. The initial fee is due and payable according to the Plan Payment Option, upon Electronic or Hard Copy Acceptance of this Agreement.
  3. Fees shall be paid in US currency.
  4. GTHUB will submit invoices for the GTH PN SYSTEM® Plan chosen, in advance. 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.
  5. GTHUB reserves the right to suspend the GTH PN SYSTEM® upon non-payment.
  6. There are No Refunds of any GTH PN SYSTEM® Plans.
  7. In the event Company's account is placed in the hands of a collection agency or an attorney, Company agrees to pay all reasonable collection and attorneys’ fees incurred by GTHUB.
  8. View Service Plan Fees

CODES. GTHUB is not liable to Company, if any third party obtains by any means Company’s username, password and/or account number (Codes) and the unauthorized use of Company’s account. If Company looses, or suspects that a third party has obtained Company’s codes, Company needs to immediately contact GTHUB to render those codes invalid and re-issue new codes.

TITLE. Title to, copyright and full ownership rights to GTH PN SYSTEM® shall remain with GTHUB, its successors and assigns. Company agrees that GTH PN SYSTEM® constitutes proprietary information and trade secrets of GTHUB, whether or not any portion thereof is or may be validly copyrighted or patented.

TERM

  1. The term of the Agreement shall be for one (1) year and continue on a year-to-year basis, as long as Company is using the GTH PN SYSTEM®, unless sooner terminated as hereinafter provided. Notwithstanding anything to the contrary herein, the Agreement may be terminated by mutual agreement of the parties or immediately upon the occurrence of an Event of Default.
  2. Either party upon 30 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 GTHUB terminates this Agreement, for any other reason than an Event of Default by Company, GTHUB will refund a prorated portion of the Fees paid to date.

CONFIDENTIALITY AND SECURITY. GTHUB fully understands and adheres to strict confidentiality and security measures and shall maintain Company’s information in a confidential and secure manner consistent with GTHUB’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.

ADDITIONAL SERVICES. GTHUB is involved in the Food Sector as an Electronic Exchange and 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 GTHUB Clients. Under this Agreement, these services are not included. GTHUB can provide these and other services to Company under separate agreement; go to www.gthub.com for more information.

WARRANTIES. GTHUB warrants it is the owner of GTH PN SYSTEM® and has the right to license GTH PN SYSTEM® for use by Company. Furthermore, GTHUB warrants that GTH PN SYSTEM® will perform in accordance with and for the purpose it was developed. EXCEPT AS OTHERWISE PROVIDED HEREIN, GTHUB MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER CONCERNING GTH PN SYSTEM®, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR APPLICATION. GTHUB shall have no obligation or liability for Company's inability to access GTH PN SYSTEM® due to Company's inability to access the Internet, if GTHUB’s servers are down and/or technical failures.

COMPANY'S REMEDIES. In the event of a breach of warranty or other failure by GTHUB to perform its obligations hereunder, including, but not limited to, acts or omissions of GTHUB's employees, agents and representatives providing support or other services, Company's sole remedy hereunder, whether in contract, tort or otherwise, shall be limited to termination hereof and damages in an amount not to exceed the PN Service Fee, less expenses incurred by GTHUB in providing Company with the GTH PN SYSTEM®. In no event shall GTHUB's obligation or liability hereunder extend to direct, indirect, punitive, special, incidental and consequential damages or losses Company may suffer or incur in connection herewith, such as, but not limited to, loss of revenue or profits, damages or losses as a result Company's inability to fulfill obligations to third parties, injury to good will, claims of customers, and the like, nor shall it extend to damages or losses Company may suffer or incur as a result of claims, suits or other proceedings made or instituted against Company by third parties, whether public or private in nature.
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ACTS OF GOD. GTHUB shall under no circumstances be responsible for failure to provide GTHUB PN Service® or other services hereunder in a timely manner when due to Acts of God or Force Majeure.

INDEMNIFICATION. Company shall indemnify and hold GTHUB harmless from and against any and all claims, damages, costs and liabilities, including, but not limited to, attorneys’ fees and disbursements, arising out of damage to property, personal injury or death caused by the acts or omissions of Company, its agents and employees in connection with the use of GTH PN SYSTEM® and other services provided hereunder, whether by Company or a third party.

LAW. This Agreement shall be interpreted in accordance with the laws of the State of Florida, USA. Company agrees that any controversy or claim arising out of performance of this Agreement and the breach thereof in any action or proceeding thereon shall be subject to the exclusive jurisdiction of the Courts of the State of Florida.

ASSIGNMENT. Company may not assign its rights or delegate its obligations hereunder without the prior written consent of GTHUB and any attempted assignment or delegation shall be void.

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.

ACCEPTANCE. By Electronically Accepting below, GTHUB and Company confirm that they accepted the provisions hereof and agree to the terms set forth in this Agreement. Company will receive an Accepted copy of this Agreement by email.

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.

COMPANY
Company Name:
Authorized Person:
Title:
Address:
Email Address:

GTHUB
Global Trading Hub
Administration
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