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THIS AGREEMENT,dated as of the
*
day
of *
*
between
[full
company legal name] located at *
[physical
address of your company's home office], including its heirs,
successors and assigns, a foreign corporation registered under the law of
*
[country
your comany is located in] (PRINCIPAL), and Deringer Logistics
Consulting Group, A. N. Deringer Inc., its heirs, successors and
assigns, a corportion existing under and by virtue of the laws of The State of
Vermont, having a principal place of business located at 1 Lincoln Blvd, Ste
225, Rouses Point, NY 12979 ("AGENT");
WHEREAS PRINCIPAL is the owner, operator
and/or agent-in-charge of a non-U.S. comapany engaged in the manufacturing,
processing, packing, or holding food for human or animal consumption, for
import into the United States (hereinafter referred to as "facility"), which is
required to register with the Food and Drug Aministration ("FDA"), pursuant to
the Regulations 21 C.F.R. Part 1, Subpart H ("Regulations"); and
WHEREAS, purusant to the Regulations
a non-U.S. facility is required to have a U.S. AGENT;and
WHEREAS, AGENT is qulified to act in
the capacity of U.S. agent and perform the services required under the
Regulations; and
WHEREAS, the person executing this
agreement on behalf of PRINCIPAL is authorized to do so by PRINCIPAL and
certifies it is done in accordance with the laws of PRINCIPAL'S country;
NOW, THEREFORE, the parties agree as
follows:
1. PRINCIPAL appoints AGENT, and AGENT hereby agrees,
to serve as a U.S. agent of the PRINCIPAL, limited to those activities
specified under the Regualtions.
2. On behalf of the PRINCIPAL, AGENT agrees to
maintain a place of business domiciled in the United States and shall make
itself available to receive communications from the FDA.
3. AGENT shall promptly advise PRINCIPAL of any
requests and/or communications from FDA, in its capcacity as U.S. agent, by
contacting PRINCIPAL at either the telephone number, facsimile number, e-mail
address, or emergency phone number, set forth on Appendix "A", attached.
4. PRINCIPAL shall provide AGENT with an accurate,
truthfully executed and certified Registration (FDA Form 3537), and/or any
required amendments to such registration or cancellation of such registration
(FDA Form 3537a).
5. AGENT shall not be required to certify or transmit
registrations on behalf of the PRINCIPAL.
6. PRINCIPAL shall hold AGENT harmless from and will
fully indemnify AGENT for any and all claims for penalties, and/or other
charges or claims of whatever nature, including reasonable attorneys fees,
assessed by FDA or other U.S. government agencies, in connection with AGENT'S
services, directly or indirectly based upon, but not limited to, mistakes,
errors, omissions or misrepresentations in information or data transmitted in
reliance on Principal's representation.
7. This agreement shall be for a one year period from
the date set forth above and shall continue in effect for one year periods,
unless cancelled by either PRINCIPAL or AGENT, with or without cause, by
providing 30 days written notice, by mail, e-mail or facsimile.
8. Disputes arising out of this agreement shall be
submitted to arbitration, to be conducted in the State of VERMONT governed
by and construed according to the laws of the state of VERMONT; the
decision of the arbitrator (s) shall be final and biding on the parties hereto.
9. PRINCIPAL agrees to pay agent for its services and
shall reimburse AGENT for all costs and reasonable expenses consistent with the
attached schedule, (Annex I).
IN WITNESS WHEREOF, the
undersigned hereto executed this agreement on the day and year first written
above.
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