T4T Manufacturer Participation Agreement

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Trees4TreesJl. Taman Semeru II, No.5Semarang, Central Java, 50234, IndonesiaPhone: +62 (24) 844 6292Fax: +62 (24) 844 6292Email:[email protected]

TREES-4-TREESTM PROGRAMManufacturer Participation Agreement

This Participation Agreement (the "Agreement") is made this __ day of ____, 20 _

between , domiciled at , Indonesia,

hereinafter called the Participant and Bumi Hijau Lestari, the TREES-4-TREES

Foundation, hereinafter called Trees-4-Trees Foundation, located at; Jl. Sinabung I, No.15, Semarang, Central Java, Indonesia, who hereby agree as follows:

By signing this Participation Agreement, which includes all the sections hereunder and itsAnnexes, the Manufacturer is considered a qualified participant in the TREES-4-TREESTM

program owned by the foundation Bumi Hijau Lestari, operating as the TREES-4-TREESFoundation.

Agreement

The TREES-4-TREES Foundation agrees to conduct its activities and actions with bestpractices in pursuance of the Trees-4-Trees Foundations aims, objectives and obligationsas stated in Annex 1.

The Trees-4-Trees Foundation further agrees to grant the Participant a license to use theTrees-4-Trees Foundations name, trade and service marks, as well as copyrightmaterials in accordance with the rules and terms set out in Annex 2.

The Participant agrees to comply with the rules, terms and obligations set out in Annex 1.The Participant further agrees to use the Trees-4-Trees Foundations name, trade andservice marks, as well as copyright materials in accordance with the rules and terms setout in Annex 2.

Obligation for positive orientation

The Participant will take all actions necessary to protect the goodwill and good name ofTrees-4-Trees Foundation and, to the best of The Participants abilities, not allow theTrees-4-Trees Foundation name or Trade Marks to become involved in matters whichwould or could detract or impugn the public acceptance and popularity thereof.

Limitation of agreement

The participant shall have no relation to the affairs of the Trees-4-Trees Foundation otherthan pertaining to the activities mentioned herein. The Participant is not authorized to act

for Trees-4-Trees Foundation in any capacity other than as set forth herein unlessspecifically requested to do so in writing by Trees-4-Trees Foundation. Any such request

TREES-4-TREESTM PROGRAM - Manufacturer Participation Agreement 1
mailto:[email protected]:[email protected]:[email protected]


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shall be limited to the particular instance involved and shall not be considered as ablanket or continuing authority.

This Contract is personal between Trees-4-Trees Foundation and The Participant andcannot be assigned or transferred by The Participant without consent in writing fromTrees-4-Trees Foundation.

The Trees-4-Trees Foundation warrants that it will conduct its activities and actions withbest practices in pursuance of the Trees-4-Trees Foundations aims, objectives andobligations, but does not warrant that it will always be successful in its endeavors.

The Trees-4-Trees Foundation disclaims all other warranties, either expressed or implied,including but not limited to implied warranties of merchantability and fitness for a particularpurpose, of products and goods sold by the qualified participant under reference to theTrees-4-Trees Foundations name, conduct and Trade Marks.

In no event shall the Trees-4-Trees Foundation, its management and board, or suppliersbe liable for damages whatsoever (including, without limitation, damages for loss ofbusiness profits, business interruption, loss of business or personal information) arisingfrom the activities of the Trees-4-Trees Foundation, even if the Trees-4-Trees Foundationhas been advised of the possibility of such damages.

Nothing in connection with this agreement shall be construed so as to make Trees-4-Trees Foundation responsible to any third party for any wrongful acts or alleged wrongfulacts or omissions of The Participant and The Participant specifically indemnifies Trees-4-Trees Foundation against liability for any such wrongful acts or omissions of The

Participant whether or not related to this Agreement.

Trees-4-Trees Foundation and The Participant agree that this agreement creates noagency, partnership or joint venture relationship between the parties hereto.

Duration and termination of Agreement

Terms of the Participation Period are set out in the section Maintaining ParticipantStatus, of Annex 1.

This Agreement may be terminated in writing without notice where there are importantreasons for doing so. Important reasons are all circumstances, especially violation of the

Agreement, which make it unreasonable that the Agreement be continued until the end ofthe normal period of notice as stated above.

Competency of Court and Place of Settlement

In the case of legal action, competency of court and place of settlement of allcontroversies arising out of or relating to this Agreement is Semarang, Central Java,Indonesia. This Agreement is judged only according to Indonesian law. If any of thearticles contained herein should become void, the validity of this Agreement will not beaffected. There is agreement that any other contracts or side agreement do not exist;changes and additions to this Agreement shall be done in writing.



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Right to Amend Rules and Terms

The Trees-4-Trees Foundation shall at all times have the right to amend the rules and

terms set out in Annex 1 and in Annex 2 without prior notice. The Participant shall receivean emailed copy of the amended document and has the right to register objections to theamendment(s) within 15 days from the time such notice has been sent. The Trees-4-Trees Foundation shall be obliged to consider objections registered timely by theParticipant, but shall not be obligated to change the planned amendments.

The present Annex 1 and Annex 2 are the most current versions in force. Any amendedfuture versions will be distributed to the Participant and replace the present Annex(es) asan integral part of this Agreement.

Until further notice in writing, notice required by this Agreement shall be addressed asfollows:

For Trees4Trees Foundation:

Trees4TreesJl. Taman Semeru II, No. 5SemarangCentral Java, 50234IndonesiaTel: +62 (24) 844 6292Email: [email protected]

For The Participant:

Name Name

Signature Signature

Date Date 14 September 2011

Annexes

Annex 1: Manufacturing Participant Manual, Version 2008.1Annex 2: Authorized Use Agreement in Relation to TREES-4-TREES Foundation

Name, Trade Marks and Copyright Materials, Version 2008.1

mailto:[email protected]:[email protected]

Documents

T4T Manufacturer Participation Agreement