Agreement

Between

Carbon Free Dining (An English Private Company Limited by Guarantee – Registered With Company No. : 12441291) whose Registered Office Address is [C/O MJ Goldman Chartered Accountants,] Hollinwood Business Centre, Albert Street, Oldham, Manchester OL8 3QL (“CFD”)

And

[{{company_name}} whose address is {{address}}]

1. Introduction

1.1 This Agreement sets out the mutual understanding of the key terms of an envisaged long-form contract as entered into between CFD and {{company_name}} (“{{abbreviated_company_name}}”)(the “parties”), which is proposed so as to allow an option for {{abbreviated_company_name}} to act as an agent on behalf of its end customers who wish to ensure the planting of trees by the making of financial contributions on those end customer’s behalf (so as to counter-balance the associated environmental impact of that end customer’s purchase of {{abbreviated_company_name}}’s dining products and/or services).

This Agreement will form part of {{abbreviated_company_name}}’s “Carbon Free Dining” certification which is envisaged to be marketed to {{abbreviated_company_name}}’s end customers using the ‘Lightspeed Restaurant Software’ (subject to {{abbreviated_company_name}} hereby agreeing to observe all relevant Lightspeed Terms and Conditions), in part (on CFD’s behalf) so as to allow administrative ease of collection of contributions and related accounting information.

{{abbreviated_company_name}} agrees (and confirms that it has authority) to pass information to CFD, so as to allow CFD to administer the Lightspeed Sustainable Credit reward scheme on behalf of Lightspeed and {{abbreviated_company_name}}.

1.2 This Agreement is intended to be :

1.2.1 legally binding on the parties; and

1.2.2 personal to the parties (such that it may not be assigned or transferred by either party without the prior written consent of the other party).

1.3 Each signatory purporting to enter into this Agreement confirms that they have the necessary due authority to enter into this Agreement (on behalf of the party that they represent); and that once signed by them, it will be legally binding (upon the party that they represent).

1.4 Each party will bear its own costs in terms of entering into this Agreement.

2. General Intention

2.1 {{abbreviated_company_name}} agrees that it will actively participate in the relevant CFD and/or Lightspeed initiatives in a bona fides manner.

2.2 By participating with CFD, unless their end customer (only) declines the option to make a financial contribution, {{abbreviated_company_name}} will collect a financial contribution on behalf of its end customers in relation to each bill/invoice/purchase passing through its ‘Lightspeed Restaurant Software’ electronic point of sale system.

2.3 {{abbreviated_company_name}} authorises Lightspeed to periodically provide to CFD the relevant data which details the number of bills both (i) which included; and (ii) which opted out of, making the financial contribution – so as to allow CFD to calculate the number of trees which CFD should plant upon {{abbreviated_company_name}} end customers’ behalf for the relevant period; and to update the amount of Sustainable Credits earned by (“{{abbreviated_company_name}}”) based upon the data provided.

2.4 CFD will facilitate the planting of a single tree for every agreed financial contribution (of the order of One Hundred and Twenty Three British pence / One hundred and Twenty three Euro Cents / One Hundred and Twenty Three United States Cents (GBP £1.23 / Euro €1.23 / USD $1.23 USD) or such other sum as is agreed between the parties), as paid by {{abbreviated_company_name}} (on behalf of its end customers) to CFD.

If CFD subcontracts any of its obligations under this Agreement, including (but not limited to) the act of tree planting, it will remain primarily liable to {{abbreviated_company_name}} for all its obligations under this Agreement.

2.5 CFD will (subsequent to receipt of the relevant financial contributions), promptly acknowledge to {{abbreviated_company_name}} by way of a formal acknowledgement of receipt of sums of money received by CFD (and recording such number of trees as are to be planted).

2.6 Carbon sequestration rates are based on research by Dr Lester R. Brown, and have been and will be independently verified by EquitableLaw.com (CFD’s English Solicitors).

3. Role of the partners

3.1 CFD will;

3.1.1 upon this agreement with {{abbreviated_company_name}}, actively promote their relationship with {{abbreviated_company_name}};

3.1.2 assist with submitting on behalf of {{abbreviated_company_name}} entries for environmental awards relating to their involvement with CFD;

3.1.3 supply at CFD’s cost a unique landing page on CFD’s website (for example: www.carbonfriendlydining.org/{{abbreviated_company_name}}), detailing the ‘Carbon Free Dining’ initiative, tree planting information and expected CO2 sequestration from the programme;

3.1.4 authorise the use of CFD branding for {{abbreviated_company_name}} to use on the web, in print and in the media;

3.1.5 authorise the use of CFD branding by customers of {{abbreviated_company_name}}, when used in conjunction with {{abbreviated_company_name}}’s own programme branding;

3.1.6 use a network of reputable non-government organisations (NGOs) and charities to plant all trees on behalf of the end customers of {{abbreviated_company_name}};

3.1.7 order and pay for all trees on behalf of end customers of {{abbreviated_company_name}} within twenty eight (≤ 28) days of receiving payment via {{abbreviated_company_name}};

3.2 {{abbreviated_company_name}} will:

3.2.1 promptly arrange the payment of its end customers’ financial contributions to CFD within fourteen (≤ 14) days of the start of each calendar month, and hold such financial contributions separate from its own finances and in trust for CFD (in the interim);

3.2.2 market and operate its ‘Carbon Free Dining’ initiative to its end customers so as to ensure maximised participation;

3.2.3 actively promote their relationship with CFD (where appropriate); and

3.2.4 authorise the use of {{abbreviated_company_name}} branding for CFD to use on agreed web pages, print and in the media.

4. Duration, Termination and Breach

4.1 This Agreement shall operate on a rolling basis without limit in time, from the period they are entered into and for a minimum trial period of thirty (30) days (during which they may be terminated by either party without notice), and unless terminated within the trial period shall continue thereafter, unless and until terminated in accordance with the remainder of this paragraph 4.

4.2 Either party may terminate this Agreement (after the trial period referred to), by giving not less than ninety (≥90) days’ written notice to the other party, expiring at any time on or after the trial period referred to (save that if both parties agree in writing to mutually terminate this Agreement, termination may be mutually agreed within a shorter notice period).

4.3 During any notice period, both parties agree to continue to execute their roles (as laid out in section 3 of this Agreement).

4.4 In the event that either party becomes insolvent, goes into administration, or ceases or is unable to trade for any reason, this agreement will immediately terminate upon the other party’s written notice.

4.5 Where {{abbreviated_company_name}} serves notice or becomes insolvent, goes into administration, or ceases or is unable to trade for any reason, CFD will be entitled to retain any unused Sustainable Credits that were funded by {{abbreviated_company_name}}’s end customers so as to market CFD’s services or to plant additional trees.

5. Due Diligence

Upon receiving cleared funds from {{abbreviated_company_name}}, CFD will forthwith arrange for an appropriate verification letter to be issued by a firm of independent chartered

accountants (MJ Goldman) confirming the appropriate use of {{abbreviated_company_name}}’s end customers’ financial contributions for the purpose for which they were intended.

6. Choice of Law / Jurisdiction Etc.

6.1 This Agreement will be subject to English law and the parties submit to the non-exclusive jurisdiction of the Courts of England and Wales.

6.2 If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.