I understand that my store must comply with the below terms and conditions to participate in the Lysol PRO Service program:
RE: Lysol Pro
Solutions Program
Dear Store-
This letter serves as an agreement (“Agreement”) between
Reckitt Benckiser, LLC (“Reckitt”) and the undersigned store (“Store”)
regarding Store’s participation in Lysol Pro Solutions program. In exchange for
Reckitt providing Store with a protocol for use of Reckitt’s cleaning and/or
disinfecting products in the United States and marketing material as described
below, Store agrees to purchase products to support the protocol and to the
terms and condition in this letter (the “Program”). The Program shall apply to the Store’s
operations only in the United States.
1. Time Period. The term of this Agreement commences on the Effective Date.
The Effective Date is the date in the signature block at the end of this
letter. There is no end date to this agreement. If the store chooses to exit the program, the store agrees to remove all signage relating to the Lysol Pro Solutions Program.
2. Product
Usage Requirements. As part of the Program, Store
shall purchase the Reckitt products (“Products”) listed in Appendix A
(“Product Usage Requirements”). Store shall require the use of the
Products in accordance with the protocol for use of the Products as set
out in Appendix B. Store agrees to maintain a Lysol end cap containing
the Product quantities shown in Appendix A. Store promises to
strictly comply with and refrain from exporting or re-exporting the
Products in violation of United States laws regarding trade restrictions
and embargoes, as those laws may be amended from time to time. Store
acknowledges it will comply with, all relevant laws, regulations, rules
and requirements relating to anti-bribery and anti-money laundering.
3.
Promotion. In
exchange for Store’s compliance with the Product Usage Requirements, Reckitt will
provide Store with Lysol branded marketing assets, potentially including
website and social media content, (“Assets”) and the right to display those Assets for the term of
this agreement, but only to the extent Store is in full compliance with the
Product Usage Requirements. Store agrees that, upon Reckitt’s request, Store
shall provide Reckitt with proof of compliance with this Agreement, including
but not limited to Product proof of purchase and allowing Reckitt or a third
party on its behalf to audit Store’s premises and/or records as it relates to
the Program. Store agrees, at Reckitt’s sole option, to immediately return to
Reckitt and/or destroy (or delete, if applicable) the Assets: (i) when the term
of this agreement ends; (ii) upon expiration date (if any) printed on the
Assets; (iii) if/when Store is not in compliance with the Product Usage
Requirements; or (iv) if/when Reckitt, in good faith, notifies Store to
discontinue use. Store agrees it has no
right to use, display, create, and/or communicate in any way any assets or
content containing Reckitt branding or suggesting any association between
Reckitt and Store beyond what this Agreement provides or is otherwise agreed in
writing between Reckitt and Store.
4. Dispensers. Store acknowledges it may
purchase dispensers from a third-party (through a separate and independent
agreement or arrangement), which dispensers house Products and may be
branded. In exchange for Reckitt
permitting Store to display Lysol branding (“Reckitt Marks”) on the dispensers
(“Lysol Branded Dispensers”), Store agrees:
a. that any and all Lysol Branded Dispensers in Store's
possession shall store and dispense only Lysol Wipes;
b. that Store shall require the use of Lysol Wipes only, and
shall prohibit the use of any other wipes or other products in the Lysol
Branded Dispensers;
c. to refrain from doing anything that could damage the
Reckitt Marks or otherwise harm or diminish the intellectual property and/or
goodwill of Reckitt; and
d. Store agrees that, upon Reckitt’s request, Store shall
provide Reckitt with proof of compliance with this Agreement. If Store fails to
adhere to any provision contained in this section 4, Store agrees to
immediately remove any Reckitt Marks or other Reckitt intellectual property
from the Lysol Branded Dispensers and destroy any other material that suggests
any association between Store and Reckitt, Reckitt’s products, or the Reckitt
Marks. If the Reckitt Marks and/or Reckitt intellectual property are not
removable from a Lysol Branded Dispenser, Store agrees to destroy that dispenser.
5. Adverse
Events. Store will promptly notify Reckitt if Store
becomes aware of any untoward medical occurrence in a person who has used the
Reckitt, whether or not the adverse experience is considered to be related to
the use of the Products, including any of the following: an unexpected side
effect, injury, toxicity, drug interaction or sensitivity reaction, which may
include an experience of unexpected incidence and severity or an adverse
experience occurring from abuse or misuse. Store must send reports of any
adverse events to Reckitt at consumer.relations@rb.com. Reckitt has sole
responsibility for the reporting (if, in Reckitt’s sole judgment, any reporting
is required or advisable) to any local regulatory body in charge of product
licensing in the relevant country of all adverse events reported.
6. Limitation
of Liability and Indemnfication.
Reckitt is not liable for incidental, special, indirect, consequential, or
other similar damages, including but not limited to loss of profit or revenues,
damage for loss of use of the Lysol Branded Dispensers or any third party
products not supplied by Reckitt even if Reckitt trademarks are affixed thereon
(“Third Party
Products”), or Products,
damage to property, or claims of third parties, including personal injury or
death on account of use of the Lysol Branded Dispensers, Third Party Products,
or Products or failure by Reckitt to adequately warn against, or instruct on,
the dangers of the Lysol Branded Dispensers, Third Party Products, or Products
or the safe and proper use of the Lysol Branded Dispensers, Third Party
Products, or Products, whether or not Reckitt has been advised of the potential
for such damages. Reckitt's total liability under the Agreement from any cause
(except liability from personal injury caused by Reckitt's gross negligence),
whether arising under contract, warranty, tort (including negligence), strict
liability, product liability or any other theory of liability, is limited to
the lesser of Store's actual damages or $500.
All claims against Reckitt must be brought within one year after the
cause of action arises, and Store expressly waives any longer statute of
limitations. Store understands and agrees that, except as otherwise expressly
provided in this Agreement, Reckitt is making no representations or warranties
whatsoever.
Store will defend, indemnify, and hold Reckitt and
Reckitt's officers, directors, agents, representatives, employees, suppliers,
and affiliates harmless from any and all third party allegations, demands,
claims, liabilities, damages, or costs of any kind (including reasonable
attorneys’ fees) arising out of (a) Store's purchase, use, possession,
ownership, operation, condition, transfer, export, transportation, or disposal
of the Lysol Branded Dispensers, (b) any omission or inaccuracy in Store’s
marketing or promotional materials that relates to the Program, Reckitt products or the Reckitt trademarks, (c) Store's
violation or alleged violation of any foreign, federal, state, county or local
laws or regulation, including without limitation, the laws and regulations
governing product safety and labor practices, (d) Store’s negiglence or wilful
misconduct, and (e) Store's breach of this Agreement.
7. Governing
Law, Venue, and Assignment. The
governing law is New Jersey. Exclusive venue is Morris County, New Jersey. Store
may not assign this Agreement.
Very truly yours,
Reckitt Benckiser LLC