EXPORTER AGREEMENT
This Exporter Agreement (this “Agreement“) is entered into by Sustainable Corn Exports, LLC, a Delaware limited liability company (”SCE”), and the undersigned company (“Company”), and is effective as of the date that it has been signed by both SCE and Company.
WHEREAS, Company is an exporter of United States corn and/or United States corn products and it desires to issue USGC Corn Sustainability Assurance Protocol Records of Sustainability prepared by SCE (“CSAP Records of Sustainability”) to its customers and allow the transfer of such CSAP Records of Sustainability by such customers to their respective customers; and
WHEREAS, SCE is willing and able to grant Company the authority to issue CSAP Records of Sustainability to its customers, and allow those customers to transfer such CSAP Records of Sustainability to their respective customers, including, but not limited to, the ultimate end user(s) of the United States corn and/or United States corn products, subject to the terms and conditions set forth herein.
NOW, THEREFORE for good and valuable considerations, the receipt of which is hereby acknowledged, the parties hereto do hereby covenant and agree as follows:
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Subject to the terms and conditions set forth herein, SCE hereby grants the Company the authority to issue CSAP Records of Sustainability prepared by SCE for the Company from time to time to the Company’s customers, and to allow those customers to transfer such CSAP Records of Sustainability to their respective customers, including, but not limited to, the ultimate end user(s) of the United States corn and/or United States corn products; provided, however, that no CSAP Record of Sustainability or any other Record of Sustainability issued by SCE to any organization or person may ever be issued or transferred to any organization or person located in any country listed as a sanctioned country by the U.S. Government or by the Office of Foreign Assets Control of the U.S. Department of Treasury or listed on the website https://home.treasury.gov/policy-issues/office-of-foreign-assets-control-sanctions-programs-and-information or any successor of same. Without limiting the foregoing, SCE may prepare CSAP Records of Sustainability for the Company with respect to a specific shipment of United States corn and/or United States corn products upon request and upon SCE’s validation of the Company’s volume allocation within SCE’s database with respect thereto.
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Company hereby:
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Represents and warrants to SCE that Company is an exporter of United States corn and/or United States corn products, and desires to issue CSAP Records of Sustainability to its customers;
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Agrees that CSAP Records of Sustainability are only for international use;
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Agrees that each CSAP Records of Sustainability must be tied to a specific shipment; and
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Agrees to indemnify, defend, and hold entirely harmless SCE from and against any claim, demand, cause of action, judgment, loss, liability, cost, or expense which SCE may suffer, sustain, incur, or otherwise become subject to (either directly or indirectly) to the extent the same results from any action or omission by Company, its affiliates, agents, employees, or representatives in connection with Company’s issuance of CSAP Records of Sustainability, except for such claims, demands, causes of action, judgment, losses, liability, costs or expenses which arise as a result of SCE’s intentional fraud or willful misconduct. Company’s obligation set forth in this Section 2.d. shall survive the termination of this Agreement for a period of seven (7) years thereafter.
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Either party hereto may terminate this Agreement immediately upon written notice to the other party in the event that such other party breaches any provision of this Agreement. Without limiting the foregoing, either party hereto may terminate this Agreement for any reason or no reason upon fifteen (15) days’ advance written notice to the other party. In the event that this Agreement is terminated pursuant to this Section 3, the Company’s authority to issue CSAP Records of Sustainability to its customers shall terminate immediately.
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All notices, demands and other communications to any party hereunder shall be sent in writing to such party’s address set forth on the signature page hereto. Any and all notices, demands or other communications required or desired to be provided hereunder by any party shall validly given or made to another party if (a) personally delivered, or (b) if deposited in the United States mail and confirmed by certified or registered, postage prepaid, return receipt requested. If such notice, demand or other communication is served personally, it is effective at the time of such personal service. If such notice, demand or other communication is deposited in the mail, it is effective five (5) days after deposit thereof in the United States mail addressed to the party to whom such notice is to be given.
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This Agreement shall be governed by the laws of the State of Illinois without regard to any choice or conflict of laws principles of any jurisdiction, and any disputes shall be litigated in Chicago, IL courts.
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Parties agree that SCE is an independent contractor and not an agent of the Company.
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SCE agrees that it shall not disclose to any third party the trades and the corresponding Records of Sustainability it will prepare for Company without the prior written consent of Company. Notwithstanding the foregoing, SCE may disclose such information if required by law or any governmental order, subpoena, or a discovery request in litigation; provided, that SCE notifies the Company of the same (if permitted by law or such governmental order, subpoena, or a discovery request) so that the Company may undertake efforts to maintain the confidentiality of such information.
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Nothing in this Agreement shall be construed to give any rights or benefits in the Agreement to anyone other than the parties hereto, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the parties hereto, and not for the benefit of any other party.
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This Agreement contains the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereto. Any modification, amendment or change of the terms of this Agreement shall not be effective unless agreed to in writing and executed by both parties.
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Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate to be a waiver of any other rights or remedies that either party may have for damages or otherwise be construed as a continuing waiver.
IN WITNESS WHEREOF, each of the parties hereto has caused this Exporter Agreement to be executed by its duly authorized officer as of the date(s) set forth below.
SCE:
SUSTAINABLE CORN EXPORTS, LLC
Name: Cary Sifferath
Title: SCE President
Date: %%%DATE%%%
COMPANY:
%%%COMPANY%%%
By: %%%BY%%%
Name: %%%NAME%%%
Date: %%%DATE%%%
USER AGREEMENT
This User Agreement (this “Agreement“) is entered into by Sustainable Corn Exports, LLC, a Delaware limited liability company (”SCE”), and the undersigned company (“Company”), and is effective as of the date that it has been signed by both SCE and Company.
WHEREAS, Company is a user of United States corn and/or United States corn products and it desires to receive, allocate, or be allocated USGC Corn Sustainability Assurance Protocol Records of Sustainability prepared by SCE (“CSAP Records of Sustainability”); and
WHEREAS, SCE is willing and able to grant Company the authority to issue CSAP Records of Sustainability to its customers, and allow those customers to transfer such CSAP Records of Sustainability to their respective customers, including, but not limited to, the ultimate end user(s) of the United States corn and/or United States corn products, subject to the terms and conditions set forth herein.
NOW, THEREFORE for good and valuable considerations, the receipt of which is hereby acknowledged, the parties hereto do hereby covenant and agree as follows:
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Subject to the terms and conditions set forth herein, SCE hereby grants the Company the authority to receive, allocate, or be allocated CSAP Records of Sustainability prepared by SCE from time to time,; provided, however, that no CSAP Record of Sustainability or any other Record of Sustainability issued by SCE to any organization or person may ever be issued or transferred to any organization or person located in any country listed as a sanctioned country by the U.S. Government or by the Office of Foreign Assets Control of the U.S. Department of Treasury or listed on the website https://home.treasury.gov/policy-issues/office-of-foreign-assets-control-sanctions-programs-and-informations or any successor of same. Without limiting the foregoing, SCE may prepare CSAP Records of Sustainability for the Company with respect to a specific shipment of United States corn and/or United States corn products upon request and upon SCE’s validation of a Company’s volume allocation within SCE’s database with respect thereto.
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Company hereby:
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Represents and warrants to SCE that Company is a user of United States corn and/or United States corn products, and desires to issue CSAP Records of Sustainability to its customers;
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Agrees that CSAP Records of Sustainability are only for international use;
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Agrees that each CSAP Records of Sustainability must be tied to a specific shipment; and
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Agrees to indemnify, defend, and hold entirely harmless SCE from and against any claim, demand, cause of action, judgment, loss, liability, cost, or expense which SCE may suffer, sustain, incur, or otherwise become subject to (either directly or indirectly) to the extent the same results from any action or omission by Company, its affiliates, agents, employees, or representatives in connection with Company’s issuance of CSAP Records of Sustainability, except for such claims, demands, causes of action, judgment, losses, liability, costs or expenses which arise as a result of SCE’s intentional fraud or willful misconduct. Company’s obligation set forth in this Section 2.d. shall survive the termination of this Agreement for a period of seven (7) years thereafter.
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Either party hereto may terminate this Agreement immediately upon written notice to the other party in the event that such other party breaches any provision of this Agreement. Without limiting the foregoing, either party hereto may terminate this Agreement for any reason or no reason upon fifteen (15) days’ advance written notice to the other party. In the event that this Agreement is terminated pursuant to this Section 3, the Company’s authority to use CSAP Records of Sustainability shall terminate immediately.
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All notices, demands and other communications to any party hereunder shall be sent in writing to such party’s address set forth on the signature page hereto. Any and all notices, demands or other communications required or desired to be provided hereunder by any party shall validly given or made to another party if (a) personally delivered, or (b) if deposited in the United States mail and confirmed by certified or registered, postage prepaid, return receipt requested. If such notice, demand or other communication is served personally, it is effective at the time of such personal service. If such notice, demand or other communication is deposited in the mail, it is effective five (5) days after deposit thereof in the United States mail addressed to the party to whom such notice is to be given.
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This Agreement shall be governed by the laws of the State of Illinois without regard to any choice or conflict of laws principles of any jurisdiction, and any disputes shall be litigated in Chicago, IL courts.
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Parties agree that SCE is an independent contractor and not an agent of the Company.
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SCE agrees that it shall not disclose to any third party the trades and the corresponding Records of Sustainability it will prepare for Company without the prior written consent of Company. Notwithstanding the foregoing, SCE may disclose such information if required by law or any governmental order, subpoena, or a discovery request in litigation; provided, that SCE notifies the Company of the same (if permitted by law or such governmental order, subpoena, or a discovery request) so that the Company may undertake efforts to maintain the confidentiality of such information.
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Nothing in this Agreement shall be construed to give any rights or benefits in the Agreement to anyone other than the parties hereto, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the parties hereto, and not for the benefit of any other party.
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This Agreement contains the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereto. Any modification, amendment or change of the terms of this Agreement shall not be effective unless agreed to in writing and executed by both parties.
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Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate to be a waiver of any other rights or remedies that either party may have for damages or otherwise be construed as a continuing waiver.
IN WITNESS WHEREOF, each of the parties hereto has caused this User Agreement to be executed by its duly authorized officer as of the date(s) set forth below.
SCE:
SUSTAINABLE CORN EXPORTS, LLC
Name: Cary Sifferath
Title: SCE President
Date: %%%DATE%%%
COMPANY:
%%%COMPANY%%%
By: %%%BY%%%
Name: %%%NAME%%%
Date: %%%DATE%%%