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:
Obligations of Partner
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
Health and Safety
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
Obligations of RLC
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.
Indemnity and Limitation of Liability
Indemnification of Partner
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.
Limitation of Liability
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.
Term and Termination
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.
Authority to Enter Agreement
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.