This Food Donation Agreement (the “Agreement”) is made and entered, as of the date written below, by and between Rescuing Leftover Cuisine, Inc. (“RLC”) and ________________________ (“Partner”) (each, a “Party”; collectively, the “Parties”).
WHEREAS, Partner wishes to donate excess food to RLC; and
WHEREAS, RLC wishes to distribute excess food donated by Partner to homeless shelters, rescue missions, and other RLC clients;
NOW, THEREFORE, in consideration of the mutual covenants herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
Partner shall hold all of the licenses, registrations, and permits that are required by applicable law to conduct its business (the “Licenses”). Partner shall maintain the Licenses in good standing during the term of this Agreement. Upon request, Partner shall provide copies of any License to RLC.
Partner shall ensure that food is purchased from a licensed food vendor that will comply in all material respects with the applicable laws and rules governing health, food safety, and sanitation (including, without limitation, the laws and rules of the New York City Department of Health). Upon request by RLC, Partner shall provide names of food vendors from whom food was ordered.
Partner shall only provide food to RLC that is, at the time of receipt by RLC, safe for human consumption, and not otherwise spoiled or contaminated.
RLC is a duly‐qualified non‐profit organization under § 501(c)(3) of the Internal Revenue Code. RLC meets the eligibility requirements under § 170(e)(3) of the Internal Revenue Code for the receipt, transfer and use of donated food products.
RLC will distribute food donated by Partner free of charge to its clients. RLC will not sell, barter, or otherwise exchange food donated by Partner for money or other items of value.
RLC carries sufficient amounts of liability insurance to protect itself against claims that are reasonably foreseeable, and to satisfy its indemnity obligations under this Agreement.
RLC agrees to indemnify, defend and hold harmless Partner, and its control persons, employees and agents, from and against any losses, liabilities, damages, claims, fines, costs and expenses that were actually incurred (“Losses”), and that arise from Partner’s donation of excess food to RLC. Notwithstanding the foregoing, this indemnity shall not apply in the event that (i) the Losses were caused by the fraud, willful misconduct, bad faith, or criminal conduct of Partner, (ii) Partner has materially breached this Agreement, or (iii) Partner has received compensation for the Losses from an insurance company or some other indemnitor. This indemnity shall be in addition to, and not in lieu of, the protections that are available to Partner under the Bill Emerson Good Samaritan Food Donation Act, and other similar laws or rules.
In no event shall RLC be liable to Partner, or any other person, under this Agreement for special, indirect, incidental, punitive or consequential damages, regardless of whether RLC has been advised or might otherwise have anticipated the possibility of such damages.
This Agreement shall continue in full force and effect until terminated by either Party. Either Party may terminate this Agreement, with or without cause, upon written notice to the other Party.
This Agreement shall be governed by the laws of the State of New York, without regard to its conflicts of law provisions.
Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each Party represents and warrants to the other Party that the execution and delivery of the Agreement and the performance of such Party’s obligations hereunder has been duly authorized, and that the Agreement is a valid and legal agreement binding on such Party and enforceable in accordance with its terms.