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U.S. Supplier Participation Agreement

Terms and Conditions for Participation by a U.S. Supplier in a WUSATA Global Connect Activity

In consideration of WUSATA granting Company revocable permission to participate in and travel as a part of the Activity, Company understands and agrees as follows:

SPECIFIC PROVISIONS:

Permission to participate in and travel as a part of the Activity may be revoked by WUSATA at any time if, in its sole discretion, WUSATA determines that the application for participation contains any error or misstatement or that either Company or Traveler is not in compliance with this agreement.

Company is fully responsible for all of the actions of its employees, agents, contractors others with respect to the Activity including, but not limited to, any person who takes part in the activity or who travels on behalf of the Company (“Traveler”) as a part of the Activity .

Company and Traveler shall fully and timely comply with this Agreement, the applicable law, the terms and conditions of Activity and WUSATA’s rules and regulations.

Company and Traveler shall fully and timely participate and adhere to the Activity schedule.

Company and Traveler shall follow the instructions and guidelines given by the Project Manager and any WUSATA Contractor.

Company and Traveler shall not cause the Project, the Project Manager or any WUSATA Contractor to expend resources or time over or above the budgeted amount for the Project. If Company or Traveler causes the Project, the Project Manager or any WUSATA contractor to expend resources or time over or above the budgeted amount, Company shall reimburse WUSATA for any related additional cost and shall pay such amount to WUSATA immediately upon demand from WUSATA. The duties under this paragraph including, but not limited to, the duty to pay for additional cost are continuing and shall survive fulfillment, discharge, termination, cancellation or other conclusion of this agreement.

Company, Traveler and any personnel or entity associated with Company or Traveler shall at all relevant times conduct themselves in the most professional manner possible and shall not do anything that reflects poorly on WUSATA, the Activity, the Project manager or any WUSATA Contractor taking into consideration societal or cultural norms or expectations unique to a country, location or population.

On or before 30 days following completion of the Activity described above or termination of this Agreement, whichever is earlier, Company shall reimburse and/or refund to WUSATA any unused portion of any funds advanced by WUSATA, or the value of any item or expense purchased by WUSATA, but not used as a part of the Activity.

CANCELLATION: Fees paid for participation in an activity are non-refundable. However, if a participant has paid for participation in a trade show and the participant cancels at any time then WUSATA will retain either $500 or 10% of the fees paid for the trade show, whichever is greater, and refund the balance to the participant if a replacement that is eligible to participate in WUSATA’s Global Connect program steps forward within a time frame that is acceptable to WUSATA and does in fact take the place of the participant at the trade show and does in fact pay for participation in the trade show in full. Neither WUSATA nor the Project Manager nor any other party is obligated to find another company willing to step forward and replace the participant at the trade show.

TERMINATION: WUSATA may terminate its permission to participate in the Activity and this Agreement immediately, with or without cause, by giving Company notice of termination. Notice of termination may be sent by e-mail or fax or given by voice mail based upon the last known contact information for each party. Termination shall be effective the date the notice is sent.

EVALUATION: Company shall complete two (2) evaluations upon completion of the Activity. One evaluation shall be completed and submitted to WUSATA following completion of the Activity. A second and separate evaluation shall be completed and submitted to WUSATA following a request from WUSATA.  All required surveys shall be completed and submitted to WUSATA on or before May 15th of the calendar year following completion of the Activity.

GENERAL PROVISIONS: Time is of the essence of this Agreement. If performance by WUSATA or Company or Traveler of any of its obligations under the terms of this Agreement shall be interrupted or delayed by an act of God, by acts of war, riot, or civil commotion, by failure of computer equipment, including loss of data, or by an act of State, by strikes, fire, flood, or by the occurrence of any other event beyond the control of the parties to this Agreement, then that party shall be excused from such performance for the same amount of time as such occurrence shall have lasted or such period of time as is reasonably necessary after such occurrence abates for the effect of the occurrence to have dissipated.If any legal action, including but not limited to arbitration or mediation as provided herein, is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney fees and costs in addition to any other relief to which that party may be entitled. The provisions of this Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington, United States of America. The jurisdiction and venue for any litigation, arbitration or other legal proceeding involving, relating to or arising out of this Agreement shall lie exclusively in the state or federal court in Vancouver, Washington, United States of America. Should any dispute arise out of or relate to this Agreement, either party may implement the process contained in this section by providing written notice to the other. The date of such notice shall be referred to as the trigger date. The parties must first meet and attempt to resolve the dispute through face to face negotiations. Such meeting shall occur within 10 days of the trigger date. If the dispute or breach cannot be settled through such negotiations, the parties must then attempt in good faith to settle the dispute by mediation administered by US Arbitration and Mediation Service (“USA&M”). Such mediation shall occur within 45 days of the trigger date. If a resolution cannot be obtained through this mediation, the parties agree that the dispute or breach shall be resolved through binding arbitration administered by USA&M in accordance with its rules of practice and procedure. Such arbitration shall commence within 90 days of the trigger date or on such later date as agreed by the parties. The parties shall be entitled to invoke only limited discovery as determined by the arbitrator in his or her sole discretion. The arbitration proceedings shall be conclusive and any party to any award rendered in any such arbitration proceeding shall be entitled to have judgment entered thereon the arbitrator shall determine the “prevailing party” and such party shall be entitled to its reasonable attorneys’ fees and costs which shall be part of the award. Mediation and/or arbitration shall take place in Clark County, Washington. Failure by a party to participate in the face to face negotiations and for the mediation shall be considered a breach of this Agreement and shall be a bar to that party’s ability to assert claims in the binding arbitration. In no event, however, shall mediation or arbitration be available pursuant to this section after the date when institution of legal or equitable proceedings based on such claim, dispute, or other matter in question would be barred by the applicable statute of limitations.

LIABILITY RELEASE, WAIVER, PROMISE NOT TO SUE, AGREEMENT TO INDEMNIFY, DEFEND AND HOLD HARMLESS: Company and Traveler each acknowledge that Company has voluntarily applied to participate in the Activity and associated activities covered by this agreement. Company and Traveler each understands that the Activity and associated activities involve real and unpredictable risks including, but not limited to, the risks associated with possible air travel and other types of travel and transportation, lodging, meetings, presentations and meals all in locations with varying levels of safety, security and sanitation. Company and Traveler each willingly ASSUME ALL OF THE RISKS of participation including, but not limited to, injury, illness, medical condition, death, damage, and loss or theft of property as Company’s and Traveler’s responsibility whether they are obvious or not. As lawful consideration for being permitted to participate and receive the benefits associated with this agreement Company and Traveler each hereby RELEASE from any legal liability, WAIVE all claims against, AGREE NOT TO SUE, CLAIM AGAINST OR PROSECUTE and agree to INDEMNIFY, DEFEND and HOLD HARMLESS WUSATA, the project, activity and sponsors and managers, the United States Department of Agriculture, the Foreign Agriculture Service, the Commodity Credit Corporation, their officers, directors, members, organizations, managers, agents, employees, representatives, successors and assigns against and from any and all claims, asserted or determined, caused by or arising out of or in any way resulting from the project, or activities covered by this agreement. The duties to INDEMNIFY, DEFEND and HOLD HARMLESS hereunder arise at the time that any claim is made and exist regardless of the merits of any claim. A claim is made at the time a party covered by this paragraph first learns of the existence of a claim or threatened claim. The duty to PAY includes judgment, settlement, decision, award, liability, damages, costs, fees, expenses or other obligation imposed or incurred as a result of any claim. The releases, waivers, promises, agreements and duties under this paragraph are continuing and shall survive fulfillment, discharge, termination, cancellation or other conclusion of this agreement.