Trust US Cotton Protocol

Brand-Retailer Membership Agreement


 This agreement (“Agreement”) is made and entered into as of [DATE] (the “Effective Date”), by and between [BRAND-RETAILER NAME AND ADDRESS] (the “Brand-Retailer”), and the U.S. Cotton Trust Protocol, LLC, a limited liability company having a principal office at 7193 Goodlett Farms Parkway, Cordova, Tennessee, 38016 (the “CTP”). 

Whereas, the CTP operates a sustainability program (the “Protocol”) in support of participating U.S. cotton producers who commit to the adoption of sustainable growing practices and continuous improvement in pursuit of the Protocol’s sustainability objectives; 

Whereas, Brand-Retailer sells textile and/or apparel products made from U.S. cotton and supports the sustainable production of cotton in the United States; 

Whereas, the CTP and the Brand-Retailer desire to encourage participation in the Protocol’s program by those segments of the U.S. cotton industry involved in the production, processing and marketing of sustainable cotton, and thereby improve the conditions of U.S. cotton producers and enhance their well-being; 

Now, therefore, the CTP and Brand-Retailer agree as follows: 

1. PURPOSE 

The purpose of the Agreement is to enable the participation of the Brand-Retailer in the Protocol and thereby support the continuous improvement of environmental sustainability of U.S. grown cotton products. 

The Protocol is designed to facilitate the consumption of more sustainable U.S. cotton through the deployment of a supply chain trackability system known as the Protocol Consumption Management Solution (“PCMS”), as further described in Exhibit A and incorporated herein. The PCMS resides on two distinct but interconnected web-based technology platforms, namely the Protocol Platform and the Supply Chain System, both designed and delivered by third-party technology and service providers to the CTP. The Protocol Platform is designed, delivered, and hosted by The Seam LLC, an independent Tennessee-based technology provider. The Supply Chain System, as further described in Exhibit B and incorporated herein, is designed, delivered, and managed by Textile Genesis, an independent Hong Kong-based technology provider. As further described in this Agreement, Members are able to access and participate in the PCMS through these two technology platforms. 

In order to better assure consumers and Members that cotton products they use are made from Protocol Verified Cotton or Protocol Equivalent Cotton (Protocol Verified Cotton and Protocol Equivalent Cotton, collectively “Protocol Cotton”), the Protocol allows Members to track the consumption and shipment of Protocol Cotton in the global textile and apparel supply chain through the PCMS. The PCMS is designed to best ensure the security of Member data while demonstrating a clear chain of custody of products made from Protocol Cotton as they move through the stream of commerce. 

 The purpose of the Agreement is to enable the participation of the Brand-Retailer in the Protocol and thereby support the continuous improvement of environmental sustainability of U.S. grown cotton products. 

The Protocol is designed to facilitate the consumption of more sustainable U.S. cotton through the deployment of a supply chain trackability system known as the Protocol Consumption Management Solution (“PCMS”), as further described in Exhibit A and incorporated herein. The PCMS resides on two distinct but interconnected web-based technology platforms, namely the Protocol Platform and the Supply Chain System, both designed and delivered by third-party technology and service providers to the CTP. The Protocol Platform is designed, delivered, and hosted by The Seam LLC, an independent Tennessee-based technology provider. The Supply Chain System, as further described in Exhibit B and incorporated herein, is designed, delivered, and managed by Textile Genesis, an independent Hong Kong-based technology provider. As further described in this Agreement, Members are able to access and participate in the PCMS through these two technology platforms. 

In order to better assure consumers and Members that cotton products they use are made from Protocol Verified Cotton or Protocol Equivalent Cotton (Protocol Verified Cotton and Protocol Equivalent Cotton, collectively “Protocol Cotton”), the Protocol allows Members to track the consumption and shipment of Protocol Cotton in the global textile and apparel supply chain through the PCMS. The PCMS is designed to best ensure the security of Member data while demonstrating a clear chain of custody of products made from Protocol Cotton as they move through the stream of commerce. 

This Agreement, together with the Exhibits incorporated herein, sets out the responsibilities and terms of the Brand-Retailer’s Membership in the Protocol. It includes the conditions under which the Brand-Retailer may publicize the fact of its Protocol Membership in its own supply and marketing plans, including promoting public awareness of the Brand-Retailer’s support and participation in the sustainability objectives for which the Protocol was established. It establishes the data privacy and security obligations of the parties. It also describes the ways in which Members of the Protocol (viz., Participating Cotton Producers, Aggregators, Mills and Brand-Retailers) will engage the PCMS through the Protocol Platform and Supply Chain System. It also sets out the terms by which the Parties may renew or terminate the Brand-Retailer’s Membership and resolve any disputes that may arise between them. 

In order to harness the full value of the PCMS and meet the requirements of their participation in the Protocol, the Brand-Retailer acknowledges that it must enter into a separate agreement directly with Textile Genesis, which will enable the Brand-Retailer to gain access to and utilize the Supply Chain System. 

2. DEFINITIONS 

For purposes of this Agreement, the following terms shall have the meanings set forth below: 

2.1 “Affiliate” shall mean (a) with respect to either Party, any entity which directly or indirectly controls, or is under common control with, or is controlled by such Party and (b) with respect to the CTP, the National Cotton Council of America, The Seam LLC and their respective officers, directors, employees, agents, consultants, contractors, subcontractors, attorneys, and other professional advisors and personnel. As used in this definition, “control” (and its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through beneficial ownership of securities or other ownership interests, by contract or otherwise). 

2.2 “Aggregated Data” means information relating to a group or category of individuals from which individual identities have been removed, that is not linked or reasonably linkable to any individual. 

2.3 “Aggregator” means an entity other than a Participating Cotton Producer that has been granted access to the Protocol Platform and Protocol Consumption Management Solution for the purpose of (a) recording the purchase of Protocol Verified Cotton, and/or, (b) recording the sale and validation of Protocol Cotton to Mill Members. 

2.4 “Applicable Law” means any United States federal, state or local, or any foreign, law, statute, ordinance, code, rule, regulation, constitution, treaty, common law, order, decree, or other requirement or rule of law of any Governmental Authority. 

2.5 “Brand-Retailer” means a Subscribing Entity that purchases a finished textile and/or apparel product made from Protocol Cotton and that has an opportunity to initiate a claim for a Protocol Cotton Consumption Unit through this Agreement. 

2.6 “Confidential Information” means (a) all non-public, confidential, and/or proprietary information, including without limitation specifications, samples, designs, plans, data, customer lists, customer information (including personal data), pricing, discounts, financial information, marketing plans, business plans, documents, operational information, files, and trade secrets disclosed by either Party, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as confidential, in connection with this Agreement, and (b) Personal Information. 

2.7 “Designated Person” means a representative described in Section 10.12 of this Agreement. 

2.8 “Ginner” means an entity that receives and gins harvested raw cotton from a cotton producer. 

2.9 “Governmental Authority” means any United States federal, state or local government, or any foreign government, or any political subdivision thereof, any multinational organization or authority or any authority, agency or commission entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, any court or tribunal (or any department, bureau or division thereof), or any arbitrator or arbitral body. 

2.10 “Logo” means the graphic design, unique symbol, or other device that is used by the Party as a public identifier and for which that Party owns a trademark. 

2.11 “Member” means a Participating Cotton Producer, Aggregator or Subscribing Entity. 

2.12 “Mill” means a Subscribing Entity that manufactures textile products made from Protocol Cotton and that wishes to validate the consumption of Protocol Cotton or of products made thereof to facilitate the Brand-Retailer’s use of the Supply Chain System and in support of a Brand-Retailer’s claim for a PCCU in the PCMS; 

2.13 “Participating Cotton Producer” means a person or entity that (a) plants cotton for the purpose of harvesting and introducing raw cotton into the stream of commerce and (b) has enrolled in the Protocol for the purpose of (c) certifying that such person’s or entity’s cotton complies with the CTP’s Sustainability Criteria. 

2.14 “Party” means either Brand-Retailer or the CTP, as parties to this Agreement. 

2.15 “Personal Information” means information that is linked or reasonably linkable to an identified or identifiable individual, except in the case of California residents only, personal information means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a natural person or household. Personal Information does not include Aggregated Data or de-identified or publicly available information. 

2.16 “Protocol Consumption Management Solution” means the system of accounting that reflects the total amount of PCCUs created as a digital representation of the total volume of Protocol Cotton produced in the Protocol and available for consumption in the Supply Chain System. 

2.17 “Protocol Cotton Consumption Unit” (or, “PCCU”) is a digital token equivalent to one kilogram of Protocol Verified Cotton and that corresponds to the consumption of Protocol Cotton, as further described in Exhibit A. 

2.18 “Protocol Equivalent Cotton” means U.S. cotton that has been recorded in the PCMS as sold and shipped to or by a Mill in transaction with an Aggregator or another Subscribing Entity and that can be used to validate consumption of Protocol Cotton with respect to a claim for PCCUs initiated by the Brand-Retailer upon receipt of a finished product. 

2.19 “Protocol Verified Cotton” means cotton that has been produced by a Participating Cotton Producer and that has been certified as satisfying the CTP’s Sustainability Criteria. 

2.20 “Protocol Year” means the twelve-month period that begins on August 1 of a calendar year and ends on July 31 of the following calendar year. 

2.21 “Representative” means an officer, director, employee, consultant, agent, contractor, subcontractor, attorney, or other professional advisor of either Party. 

2.22 “Security Incident” means any accidental, inadvertent, unlawful or unauthorized (a) access, use, processing, acquisition, theft or disclosure of Personal Information or (b) access, penetration, disruption, misuse, or interference with the Protocol Platform or the Brand-Retailer’s use of it. 

2.23 “Subscribing Entity” means a Mill or Brand-Retailer with which the Protocol has an Agreement to provide access to and use of the Protocol Platform and PCMS. 

2.24 “Subscription Fee” means the annual fee described in the Subscription Contract. 

2.25 “Sustainability Criteria” means any or all of the requirements identified on the Protocol Platform and that a Participating Cotton Producer must satisfy in order to achieve certification of their annual production by CTP. 

2.26 “User” means a Participating Cotton Producer, Ginner, Aggregator, Mill, Brand-Retailer, Verifier, or a representative of any such entities, that has been granted access to the Protocol Platform, for the purpose of entering, receiving, or verifying data. 

2.27 “Verifier” means an entity that has entered into a contract with CTP for the purpose of certifying a Producer’s compliance with the Protocol’s Sustainability Criteria. 

3. MEMBERSHIP, USE OF LOGOS, ACCESS TO PROTOCOL CONSUMPTION MANAGEMENT SOLUTION, PERMITTED USES, RESPONSIBILITIES, RESTRICTIONS, AND REPRESENTATIONS 

3.1 Membership. 

3.1.1 Membership Access. In consideration of payments described in Section 4, and subject to subsection 3.1.2, Brand-Retailer shall be considered a “Member” of the Protocol and shall enjoy access to the Protocol Platform for the purposes described in this Agreement. 

3.1.2 Definition of Membership. Brand-Retailer acknowledges that the terms “Member” and “Membership” as those terms are used in this Agreement and as a result of activities that result from this Agreement refer only to Brand-Retailer’s right to participate in the Protocol through access to the Protocol Platform, including the opportunity to initiate claims for PCCUs and utilize the Supply Chain System, and do not confer on, or vest in, Brand-Retailer any rights or interests related to the ownership, assets, shares, revenues, management, governance, seat on the CTP’s Board of Directors, or any other form of control or influence over the CTP, the Protocol, the Protocol Platform or any other assets of the CTP that are not expressly provided by this Agreement; further, that while this Agreement is in effect the Parties may publicly describe Brand-Retailer as a “Member” for the purposes of advertising its involvement in the activities described in this Agreement or otherwise promoting its involvement and support for the CTP’s sustainability objectives. 

3.2 Licensed Use of Logos. Each Party grants the other Party a non-exclusive, non-transferable, limited, royalty-free, worldwide license to display the Logo of the other Party in any advertising or promotional materials or on the displaying Party’s website or other online platforms for the purpose of publicizing their involvement in and support for the activities described in this Agreement; provided, each Party shall provide the other Party an opportunity to review and provide written approval of the proposed placement and presentation of the other Party’s Logo prior to displaying or using for any purpose that Logo. Nothing in this Agreement shall be construed as permitting the use of either Party’s Logo by the other Party for any purpose or in any manner other than such Party’s involvement in the activities described in this Agreement, unless the Parties agree in writing to such other use of the Party’s Logo. Nothing in this Agreement shall be construed as limiting the use by a Party of its own Logo for any purpose or in any manner, and each Party reserves all rights in its Logo except as expressly licensed to the other Party in this Section. 

3.3 Access to Protocol Consumption Management Solution. 

3.3.1 Protocol Consumption Management Solution. The CTP shall maintain and make available a Protocol Consumption Management Solution for the purpose of permitting the initiation and redemption of PCCUs by the Brand-Retailer; provided, at no time may Brand-Retailer redeem PCCUs in excess of the total amount of available PCCUs that have been allocated to and have not yet been redeemed by the Brand-Retailer. 

3.3.2 Disclaimer. Brand-Retailer acknowledges the CTP does not underwrite or otherwise guarantee the value or quality of Protocol Cotton that is represented by a PCCU or of the Protocol Cotton to which a PCCU corresponds. THE BRAND-RETAILER ACKNOWLEDGES AND AGREES THAT IT CANNOT PURCHASE COTTON ON THE PROTOCOL PLATFORM OR THROUGH ITS MEMBERSHIP AND THAT POSSESSION OF A PCCU TO BE REDEEMED DOES NOT GIVE THE MEMBER THE RIGHT TO DELIVERY OF, OR THE RIGHT TO PURCHASE, COTTON, TEXTILES OR OTHER SPECIFIC PRODUCTS. 

3.4 Force Majeure. The CTP shall not be deemed to be in violation of this Agreement, nor be liable to Brand-Retailer, for failure to provide direct and continuous access to its website platform for any period, and to the extent, that such failure results from any event or circumstance beyond the CTP’s reasonable control or anticipation, including without limitation, severe weather, floods or other natural disasters, fire, riots, acts of war, civil disorder, court orders, disease or pandemic declared by a state or federal authority, curfews or travel restrictions imposed by local, state, or federal authorities, acts or regulations of governmental bodies imposed after the fact, labor disputes or failures or fluctuations in electrical power, heat, light, air conditioning or telecommunications equipment or lines, or other equipment failure, and which it could not have prevented by reasonable precautions or could not have remedied by the exercise of commercially reasonable efforts. 

3.5 Permitted Uses. 

3.5.1 Marketing and Promotion. Subject to Section 6.2, Brand-Retailer may use its Membership and information obtained through that Membership in the marketing, promotion, and/or sale of textile or apparel products made from Protocol Cotton. 

3.5.2 Aggregated Data. CTP agrees to make available to Brand-Retailer Aggregated Data that is created or collected through the Protocol, and which Brand-Retailer may share with other entities that are not a party (“Third Party”) to this Agreement; provided, no Confidential Information shall be used by, or disclosed to, any Third Party without the express written consent of the CTP. 

3.5.3 Sale of Personal Information. Neither Party shall (a) engage in any activity that constitutes the sale of Personal Information under Applicable Laws or (b) retain, use or disclose Personal Information for any purpose other than for the specific business purpose of performing the services specified in the Agreement. 

3.6 Other Uses. Subject to Section 10.8 of this Agreement and any relevant Applicable Laws, the Parties may mutually agree in writing to modify this Agreement to permit uses other than those described in Section 3. 

3.7 Responsibilities and Restrictions. 

3.7.1 Security. The Brand-Retailer will use commercially reasonable industry-accepted security measures and take all reasonable efforts to prevent the transmission or introduction of any viruses, worms, spyware, malware or other similarly destructive or malicious code into the PCMS, the Protocol Platform and/or the CTP’s application programming interface (API). 

3.7.2 Protection of Systems. Subject to Section 6, Brand-Retailer will: (a) use appropriate safeguards and maintain reasonable security controls and protections for any server or system through which the PCMS and/or the Protocol Platform are accessed and data transmitted from them are stored; and, (b) take other steps as may be reasonably necessary to protect Confidential Information and prevent Security Incidents. 

3.7.3 Regulatory Compliance. Each Party is solely responsible for its own compliance with all Applicable Laws for its operations. 

3.7.4 Code of Conduct. Each Party acknowledges and affirms its adherence to the Code of Conduct, attached as Exhibit C to this Agreement and incorporated herein, a violation of which can be cause of suspension of Membership. 

3.8 License in Data. Subject to Section 3.9.5, the CTP grants Brand-Retailer a non-exclusive, non-assignable, revocable and limited right and license to access the Protocol Platform during the term of this Agreement to access the PCMS pursuant to the terms of this Agreement and in accordance with the relevant Applicable Law. 

3.9 Certain Representations and Warranties. 

3.9.1 Mutual Representations and Warranties. Each Party hereby represents, and warrants to the other that: 

(a) it has all requisite power and authority to execute and deliver this Agreement and to perform its obligations herein; 

(b) the execution, delivery, and performance of this Agreement shall not conflict with its charter or bylaws, or any agreement, order, or judgment to which it is bound; and, 

(c) there are no actions, suits, proceedings, or regulatory investigations pending or threatened against or affecting that Party before any court or administrative body or arbitration tribunal that might affect the ability of that Party to meet and carry out its obligations under this Agreement; 

3.9.2 International Data Protection. Each Party hereby represents and warrants to the other Party that, to its knowledge, it is not collecting, processing, storing, using or disclosing as a result of this Agreement the Personal Information of an individual who would have rights under the European Union’s General Data Protection Regulation or another data protection law outside of the United States. In the event a Party collects, processes, stores, uses or discloses as a result of this Agreement the Personal Information of an individual who would have rights under the European Union’s General Data Protection Regulation or another data protection law outside of the United States, then the Parties agree to negotiate in good faith and execute any such supplemental documents pertaining to the processing of such Personal Information as reasonably necessary for the performance of this Agreement. 

3.9.3 Use of Platform. Brand-Retailer hereby represents and warrants to CTP that it will only use and access the Protocol Platform and PCMS in accordance with the relevant Applicable Law, regulations and all general industry-accepted practices, including laws relating to the export, collection, processing, storage, protection, use and disclosure of data. 

3.9.4 Consents. Each Party hereby represents and warrants to the other Party that it has obtained all necessary consents, where applicable, including without limitation those required under the relevant Applicable Law, for collecting, processing, storing, using and disclosing Personal Information in accordance with this Agreement. 

3.9.5 Acknowledgement of License by The Seam LLC. Brand-Retailer acknowledges that the software and related technologies that enable and power the Protocol Platform are licensed to the CTP by The Seam LLC pursuant to a license that prohibits copying or reproduction of the website platform, software, graphics, design, format, appearance, features, or any part thereof. Brand-Retailer hereby agrees and covenants with the CTP and The Seam LLC that it will not engage in any such prohibited action. Notwithstanding any contrary provision, The Seam LLC is a third-party beneficiary of this commitment. 

3.9.6 Confidential Information. Each Party hereby represents and warrants that Confidential Information will be used solely in its performance pursuant to this Agreement, and that each Party shall disclose Confidential Information only to those employees whose duties justify their need to know such information in order to perform this Agreement. 

3.9.7 Information Submitted by CTP Members. Brand-Retailer acknowledges that, while the PCMS and Supply Chain System are designed to secure the accuracy and integrity of information submitted by CTP Members, the CTP cannot certify or otherwise guarantee the accuracy or truthfulness of such information, including any record of inventory or use of, or any transaction involving, Protocol Cotton by a Mill that manufacturers and/or sells a textile or apparel product that is purchased or consumed by the Brand-Retailer. 

4. SUBSCRIPTION FEE, PAYMENTS, AND TAXES 

4.1 Subscription Fee. The Parties have entered into a subscription contract, which may be amended from time to time, detailing the timing and amount of fees related to the Brand-Retailer’s Membership and the consumption of PCCUs (the “Subscription Contract”). Brand-Retailer agrees to pay to the CTP the fee(s) described in the Subscription Contract which shall upon execution by the Parties become incorporated herein in its entirety and shall be a material component of this Agreement. Amendments to the Subscription Contract shall not amend any other provision in this Agreement. 

4.2 Fees Owed by Other Entities. Each Party is solely entitled to and responsible for the collection of any fees, expenses, debts, or other monies that may be receivable from any other entity not a Party to this Agreement as a result of any activity that results from or is facilitated by this Agreement. 

4.3 Financial Obligations. Nothing in this Agreement shall be construed to establish a financial obligation of a Party for the expenses, debts, or other obligations of the other Party to any other entity that is not a Party to this Agreement. 

4.4 Taxes. Each Party is solely responsible for any applicable national, U.S. federal, state, or local taxes that may be owed by it as a result of any activity that results from or is facilitated by this Agreement. 

5. TERMS AND TERMINATION 

5.1 Term of Agreement. This Agreement shall commence on the Effective Date and remain in effect for an initial period lasting from the Effective Date through July 31, 2022 unless terminated as described in subsection 5.2. If the Agreement has not been terminated during the initial period pursuant to subsection 5.2, the Agreement will automatically renew for a period of one (1) year beginning August 1, 2022, and shall renew for successive periods of one (1) year thereafter, unless already terminated in accordance with the terms of this Agreement or unless either Party provides written notice that it does not wish to renew the Agreement at least thirty (30) days before the date of such renewal. Termination of this Agreement or of the Subscription Contract in accordance with the terms thereof shall immediately without taking any further action by either Party terminate the other agreement. 

5.2 Termination. Subject to the terms of subsection 5.5, and except as provided in subsection 5.4, either Party may terminate this Agreement and the Subscription Contract (a) for cause by providing written notice to the Party if the other Party has failed to perform a material obligation and has not fully cured the failure within thirty (30) days after receiving written notice of such failure (b) upon written notice to the other Party in the event the Parties have failed to resolve a dispute, or (c) for convenience by either Party upon thirty (30) days written notice to the other Party. 

5.3 Termination for Failure to Pay Fees. The CTP may terminate this Agreement and Subscription Contract due to a failure by Brand-Retailer to pay fees owed by it to the CTP that have been outstanding for more than six (6) months. 

5.4 Termination for Violation of Code of Conduct. A violation by Brand-Retailer of the Code of Conduct shall be grounds for immediate termination of the Agreement; provided, in the event of a termination under this subsection, Brand-Retailer shall be entitled to a pro rata refund of the fees paid in advance of termination under this subsection. 

5.5 Responsibilities. Upon the termination or expiration of this Agreement and Subscription Contract for any reason, unless otherwise agreed by the Parties, each Party shall cease to claim Brand-Retailer’s Membership in the Protocol and to display the Logo of the other Party in any advertising or promotional materials or on its own website or other online platforms for the purpose of publicizing the Brand-Retailer’s involvement in and support for the activities described in this Agreement; further, Brand-Retailer shall relinquish its right associated with any PCCU that was requested but not yet validated. 

5.6 Survival of Obligations. The obligations described in Section 6 will survive termination of this Agreement and Subscription Contract and will be binding upon the respective heirs, successors, and assigns of the Parties, except that such obligations may terminate pursuant to a judicial or governmental order described in Section 6.6. 

6. PROTECTION OF PERSONAL AND CONFIDENTIAL INFORMATION 

6.1 Protection of Confidential Information. The Parties shall protect the confidentiality, availability and integrity of the other Party’s Confidential Information using and maintaining commercially reasonable industry-accepted standards for security measures and all Applicable Laws, to protect against Security Incidents, and in no event shall such security measures be less restrictive than those that a Party employs to safeguard its Confidential Information. 

6.2 Unauthorized Access to Confidential Information of Another Member. It is not the intent of the CTP to permit access by Brand-Retailer to any Confidential Information of another Member without that Member’s express authorization. It is also not the intent of the CTP to gain access to the Confidential Information of the Brand-Retailer without the Brand-Retailer’s express authorization except in the performance of and in accordance with this Agreement. In the event an unauthorized disclosure of such Confidential Information has occurred, the Party that discovers such disclosure shall notify the other Party of such disclosure as soon as practicable after discovering it. No such Confidential Information that has been disclosed may be further disclosed by the receiving Party to any other entity and shall be destroyed as soon as practicable upon its discovery. 

6.3 Report and Corrective Action. Each Party will immediately notify and report to the other Party any Security Incident involving Personal Information provided by the other Party as soon as it becomes aware that such Security Incident has occurred. The Party that experienced such Security Incident must (a) reasonably assist in any action taken against the person(s) or entity (or entities, as applicable) responsible for such activity to the extent possible, (b) take immediate corrective action to cease the activity and prevent any future such activity, and (c) otherwise cooperate with the other Party to facilitate coordination with security personnel of the Party experiencing such Security Incident in connection with the investigation and remediation of such events. 

6.4 Cooperation and Mitigation. In the event of a Security Incident by Brand-Retailer or its Representatives in connection with this Agreement, Brand-Retailer shall cooperate with any remediation the CTP, in its discretion, determines is reasonable and necessary to address any applicable reporting obligations that it may owe to the entity whose information has been accessed, including any obligations that may arise under any Applicable Law with respect to data breaches, and shall reasonably mitigate any effects of such Security Incident, including implementing enhanced security measures and other reasonable measures necessary to restore goodwill with affected Mills, Aggregators, and/or Participating Cotton Producers and the reputation of the CTP with the public. 

6.5 Information Otherwise Available. A Party will not be obligated under this Agreement with respect to a specific portion of information obtained as a result of this Agreement and the disclosure of which is not expressly permitted by this Agreement if that Party can demonstrate that such information: (1) was in the public domain at the time it was disclosed to the Party; (2) entered the public domain subsequent to the time it was disclosed to the Party, through no fault or breach of this Agreement by either Party; (3) was rightfully in the receiving Party’s possession free of any obligation of confidence under this Agreement at the time it was disclosed as a result of this Agreement; (4) was rightfully communicated to the receiving Party free of any obligation of confidence subsequent to the time it was disclosed as a result of this Agreement; or, (5) was independently developed by the receiving Party without access to or use of Confidential Information. 

6.6 Disclosure Required by Law. Notwithstanding anything in this Agreement to the contrary, a Party may disclose any information obtained as a result of this Agreement, and that is not otherwise expressly permitted by this Agreement, to the extent such disclosure is required by a valid order of a court or other Governmental Authority having jurisdiction over the matter, provided that where legally permissible such Party provides the other Party with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued. 

6.7 Contracting with Subcontractors. Each Party shall ensure that each of its subcontractors agrees in writing to restrictions and conditions with respect to Personal Information that are no less restrictive or protective than the restrictions and conditions that apply to each of the Parties under this Agreement with respect to Personal Information. 

6.8 Return or Destruction of Confidential Information. Upon termination or expiration of this Agreement or at any time upon a Party’s written request, the other Party shall promptly return or destroy any or all Confidential Information, including all copies and reproductions, in any form that it has received or obtained in its performance of the Agreement or otherwise has in its possession; except, the Brand-Retailer acknowledges and affirms that the CTP may not destroy a record of transaction involving another CTP Member, as such destruction would interfere in the rights and responsibilities of such other CTP Member, and in respect of which the CTP reserves the right to retain in the PCMS a record of such transaction involving another CTP Member. The Parties shall notify all third parties supporting the processing of the Confidential Information of the termination of the Agreement or such written request and shall ensure that all such third parties shall either return to the requesting Party or destroy the Confidential Information, except with respect to Confidential Information contained in a record of a transaction involving another CTP Member and which the CTP has retained in the PCMS. 

6.9 Equitable Relief. Each Party hereby acknowledges and agrees that the breach by the Brand-Retailer of its covenants and obligations under this Section 6 is likely to cause irreparable harm and significant injury to the CTP which could be difficult to limit or quantify. Accordingly, the Brand-Retailer agrees that the CTP shall have the right to seek an immediate injunction, specific performance or other equitable relief due to any such breach, without posting any bond therefor, in addition to any other remedies that may be available to the CTP or the other Members at law or in equity. 

7. OWNERSHIP OF INTELLECTUAL PROPERTY 

The intellectual property of each Party, including without limitation trademarks, logos, designs, data, technology, mask work, service marks, trade names, trade dress, copyrights, know-how, trade-secrets and all goodwill associated therewith, together with all modifications, adaptations or developments to, or based on, made by either Party in connection with this Agreement will be and remain the sole and exclusive property of the Party that owned such intellectual property upon entering into this Agreement. Except as expressly described in Section 3, nothing in this Agreement shall be construed as granting any property right, by license or otherwise, to any intellectual property that has issued or may be issued to the other Party or to any of its Representatives. 

8. INDEMNIFICATION AND LIMITATIONS OF LIABILITY 

8.1 Indemnification. Except as expressly provided otherwise in this Agreement, each Party shall indemnify, defend and hold harmless the other Party and its Representatives and Affiliates from and against all or any costs (including reasonable attorney’s fees), fees, claims, demands, suits, proceedings, actions, expenses, loss or damage asserted by a third party and that arises out of or associated with the indemnifying Party’s (i) breach of this Agreement or any of the representations, warranties, covenants, or agreements described in it, (ii) gross negligence, willful misconduct, or violations of Applicable Law, and (iii) breaches to a Party’s website platform or system that causes Confidential Information to be lost, stolen, accessed, used or otherwise handled in an unauthorized manner. 

8.2 WAIVER OF CERTAIN DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR UNDER APPLICABLE LAW, EACH PARTY (FOR ITSELF AND ITS LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS) HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES AND DISCLAIMS ALL RIGHTS TO CLAIM OR SEEK ANY CONSEQUENTIAL, PUNITIVE, EXEMPLARY, STATUTORY OR TREBLE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT, REVENUE OR USE) AND FURTHER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE RIGHTS AND REMEDIES IN THIS AGREEMENT WILL BE ADEQUATE IN ALL CIRCUMSTANCES FOR ANY CLAIMS THE PARTIES MIGHT HAVE WITH RESPECT THERETO. 

8.3 State Prohibition of Limitation of Liability and Disclaimer of Implied Warranties. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. IN THESE STATES, EACH PARTY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. 

9. WARRANTIES AND DISCLAIMERS 

9.1 EXCEPT FOR THE EXPRESS PROMISES SET FORTH IN THIS AGREEMENT, AND TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, INCLUDING BUT NOT LIMITED TO WITH RESPECT TO THE OPERATION, CAPACITY, SPEED, FUNCTIONALITY, SOFTWARE, HARDWARE OR OTHER MATERIALS UTILIZED THROUGH ITS WEBSITE PLATFORM, OR OTHER RESULTS TO BE DERIVED FROM THE USE OF ITS WEBSITE PLATFORM, OR FROM THE PERFORMANCE OF ANY OBLIGATION PROVIDED UNDER THIS AGREEMENT, OR THAT THE OPERATION, CAPACITY, SPEED, FUNCTIONALITY, QUALIFICATIONS OR CAPABILITIES OF ANY SUCH SERVICE, SOFTWARE, HARDWARE SYSTEM OR OTHER MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE. 

9.2 ALL DATA AND ANY OTHER INFORMATION TRANSFERRED AND ANY SERVICES PROVIDED BETWEEN THE PARTIES AS A RESULT OF THIS AGREEMENT IS PROVIDED “AS IS.” NEITHER PARTY IS RESPONSIBLE FOR THE ACCURACY OF INFORMATION PROVIDED BY ANY USER. 

10. GENERAL 

10.1 Non-Exclusivity. Each Party acknowledges the right of the other Party to enter into similar agreements with other entities for the same or similar purposes, on terms and conditions that may be similar to the terms and conditions of this Agreement, and agrees that nothing in this Agreement shall prevent the other Party from reaching such agreement with another entity and, provided that it does not disclose Confidential Information in violation of its obligations under this Agreement, the other Party shall not be deemed to have breached its confidentiality obligations hereunder by the mere fact of negotiating or entering into such agreements with another entity, even if such agreements contain terms and conditions similar to the terms and conditions of this Agreement. 

10.2 Non-Disparagement. Each Party agrees that neither it nor its Representatives shall make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the other Party or its Representatives, Affiliates, Participating Cotton Producers, Aggregators, or Mills, or their reputations; provided, nothing in this Agreement shall preclude a Party or its Representatives from making truthful statements that are required by Applicable Law, regulation or legal process. 

10.3 Third Parties. Subject to Section 3.5.2, and except as provided in Section 3.9.5, this Agreement shall be for the benefit of the Parties and none of the provisions of this Agreement shall be for the benefit of or enforceable by any third party. Each Party warrants and represents that this Agreement is not inconsistent with any contractual obligations, expressed or implied, undertaken with any third party. 

10.4 Assignment. This Agreement shall be binding upon and inure to the benefit of the successors or permitted assigns of each Party, and neither Party may assign this Agreement or any of its rights, interests or obligations hereunder without the prior written consent of the other. Any purported assignment by a Party without the other Party’s consent will be null and void. No assignment shall relieve a Party of responsibility for the performance of its obligations provided in this Agreement. 

10.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law principles that would result in the application of the laws of any other jurisdiction. 

10.6 Relationship of Parties. Nothing in this Agreement creates or shall be deemed to create any agency, partnership, employment, or joint venture relationship between the Parties. Nothing in this Agreement is intended to obligate a Party to enter into any further agreement with, or to license any other products or services to, the other Party. Neither Party is required by this Agreement to disclose any particular information to the other Party not otherwise expressly described or otherwise necessary for the purposes expressly described herein. 

10.7 Jurisdiction. 

By its execution and delivery of this Agreement, each of the Parties hereby irrevocably submits to the jurisdiction (both subject matter and personal) of the courts of the State of New York in any legal action or proceeding arising out of or relating to this Agreement and any other documents executed in connection with this Agreement and each of the Parties hereby irrevocably and unconditionally waives (i) any objection it may now or hereafter have to the laying of venue in any of such courts, (ii) any claim that any action or proceeding brought in any of such courts has been brought in an inconvenient forum, and (iii) any right to bring any action or proceeding with respect to this Agreement or any other documents executed in connection with this Agreement in any forum other than the courts of the State of New York. It is specifically acknowledged that each Party is relying upon, inter alia, the foregoing waiver in entering into this Agreement. 

10.8 Modifications. This Agreement may not be modified, amended, superseded or waived except in a writing, including the Subscription Contract, as it may be amended from time-to-time, that is signed by both Parties and that specifically references this Agreement by name and date, and any attempt to take such action that does not comply with this subsection is void. 

10.9 Interpretation. 

10.9.1 Headings. The headings in this Agreement are used for the sake of convenience and do not limit the content of the provisions that follow such headings. 

10.9.2 Numbers. Unless the context requires otherwise, words importing the singular number include the plural and vice versa. 

10.10 Entire Agreement. This Agreement together with the Exhibits and Subscription Contract that are referenced and incorporated herein sets forth the entire agreement between the Parties regarding the subject matter hereof and supersedes any prior, written or oral, agreements, discussions, or understandings between the Parties with respect to such matters. Each Party acknowledges that it is entering into this Agreement without relying on any promise by the other Party that is not expressly set forth in this Agreement. 

10.11 Severability and Waiver. If any provision of this Agreement, or the application of such provision, is invalid or unenforceable under any Applicable Law, the remaining provisions of this Agreement shall remain in full force and effect. In the event any provision is deemed invalid or unenforceable, such provision may be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of Applicable Law or applicable court decisions. A waiver is only effective if it is in writing and signed by the Party granting it. A waiver of rights under any provision of this Agreement on one occasion will not be deemed a waiver of that on any other occasion. 

10.12 Designated Persons. Each Party shall designate a representative who shall: (a) be available to the other Party during normal business hours via telephone and/or email; and, (b) promptly respond to inquiries from the other Party. Each Party may change its Designated Person by written notification to the other Party of such change. 

 

EXHIBIT A 

PROTOCOL CONSUMPTION MANAGEMENT SOLUTION 

The Protocol Consumption Management Solution (“PCMS”) allows Users of the system to record and track transactions and inventories of Protocol Cotton fiber (“Fiber”) within Mill Members of the U.S. Cotton Trust Protocol (“CTP Mills”). Upon receipt of their finished products, the PCMS allows Brand-Retailer Members of the U.S. Cotton Trust Protocol (“CTP Brand-Retailers”) to claim Protocol Cotton Consumption Units (“PCCUs”) equivalent to the cumulative amount of Fiber consumed in the production of their finished products and recorded in the PCMS by participating CTP Mills. 

The total volume of PCCUs available for CTP Brand-Retailers at any given time corresponds to the total volume of Protocol Verified Cotton (“PVC”) fiber harvested by Participating Cotton Producer Members of the U.S. Cotton Trust Protocol (“CTP Growers”) and recorded in the PCMS that has not yet been claimed. Ninety (90) days before the beginning of each upcoming Protocol Year, each Brand-Retailer will submit to the CTP a forecast of their anticipated amount of PCCUs. The CTP will aggregate all forecasts and determine a fair and equitable allocation for each Brand-Retailer based upon an assessment of the anticipated total of available PCCUs as compared to the aggregate amount of forecasted consumption by Brand-Retailers. Available PCCUs will be allocated among the Brand-Retailers on an annual basis. Throughout the Protocol Year, the CTP will periodically review the amount of PCCUs actually consumed by each Brand-Retailer, as compared to their respective forecasts, and may adjust individual allocations to such Brand-Retailers if such adjustments are necessary to ensure that available PCCUs are being fairly and equitably allocated. 

In order to ensure that the total amount of available PCCUs corresponds to the exact amount of PVC Fiber that is yielded by Participating Cotton Producers, the PCMS authenticates and verifies each Permanent Bale Identification (“PBI”) number generated at the ginning stage. The PBI number is generated and administered through the U.S. Department of Agriculture’s Agricultural Marketing Service (“USDA-AMS”) program that regulates the federal grading and warehousing of U.S. cotton. 

The PCMS has been designed to accommodate the concept of equivalency by allowing for the consumption of Protocol Equivalent Cotton (“PEC”) fiber, which is defined as any U.S. cotton fiber consumed in the production of a CTP Brand’s finished product and recorded in the PCMS. This allows a Brand-Retailer to make PCCUs against products that were made by a CTP Mill and that involved the consumption of Protocol Cotton fiber (defined as PVC fiber, PEC fiber or a combination of both). 

The PCMS has been designed to record the consumption of Protocol Cotton fiber in the physical operations of each CTP Mill. The PCMS incorporates waste (or “working loss”) factors that reflect the inherent waste of some amount of fiber at each stage of textile production. Each article that includes Protocol Cotton fiber is registered in the PCMS upon its delivery to another CTP Mill and their sale and shipment to another CTP Mill for further processing is recorded. At each stage of production, the amount of Protocol Cotton fiber that is considered to be consumed in the production process is automatically deducted from the system inventory of the producing CTP Mill and the corresponding amount is added to the system inventory of the recipient CTP Mill. CTP Mills may modify a particular default waste factor, provided the modified factor is within an acceptable range, as designated in the PCMS. Each participating CTP Mill agrees, in its CTP membership agreement with the CTP, to accurately record in the PCMS the transaction details and article specifications affecting an article containing Protocol Cotton fiber that have occurred in the Mill’s physical operations. 

How It Works 

Step 1. A Ginner processes raw cotton that has been delivered by a CTP Grower into bales of PVC Fiber. In accordance with existing federal regulations, a PBI number is autogenerated for each bale by USDA-AMS. 

Step 2. As the PVC bales are processed, the PCMS records the PBIs and corresponding gin weights of the PVC Fiber. The PCMS then verifies the recorded PBIs and corresponding gin weights through databases maintained by USDA and an electronic warehouse receipt provider under contract with USDA. This verification by PCMS authenticates the bales and generates an exact amount of PCCUs to be added to the PCCU available balance. 

Step 3. Upon the shipment of any Protocol Cotton fiber to a CTP Mill, an Aggregator records the transaction in the PCMS through a file transfer process executed at a frequency of the Aggregator’s choice. The transaction record will include the CTP identification number of the recipient CTP Mill, the PBIs and franchise weights of the shipped bales of Protocol Cotton fiber. The PCMS then issues a verification of the recorded PBIs to the USDA-AMS system to authenticate the bales and generate a summary amount of the total shipment of Protocol Cotton fiber to the recipient CTP Mill. 

Step 4. The CTP Mill that received the Protocol Cotton fiber processes it into Protocol eligible articles, such as yarn, and then sells and delivers such articles to other CTP Mills for further processing, such as producing fabric from the yarn that contained Protocol Cotton fiber. Upon delivery of a Protocol eligible article, the first CTP Mill creates in the PCMS a record of the new article that includes the amount of Protocol Cotton fiber that was consumed in the production of that article. At each stage of processing, as these Protocol eligible articles are sold and shipped to other CTP Mills, the ensuing transactions are recorded in the PCMS where an inventory ledger is maintained that reflects the depletion of Protocol Cotton fiber within the supplying party’s system inventory balance and addition of the corresponding amount of Protocol eligible articles to the receiving party’s system inventory balance. 

Step 5: Eventually, the Protocol Cotton fiber is manufactured into a finished textile or apparel article. The CTP Mill that performed the final stage of manufacturing records their transaction of Protocol eligible finished products to the CTP Brand-Retailer. The PCMS then calculates the cumulative amount of Protocol Cotton fiber that was consumed through all stages of the production process and notifies the CTP Brand-Retailer of the available amount of PCCUs related to each finished product received and tracked through the PCMS. 

Step 6. Upon notification through the PCMS, the CTP Brand-Retailer has the option of claiming, holding, or releasing the corresponding amounts of PCCUs for the specific Protocol eligible articles received. Once a PCCU has been approved by the CTP Administrators, the corresponding amount is deducted from the total available balance of PCCUs for that CTP Brand-Retailer. 

 

EXHIBIT B

SUPPLY CHAIN SYSTEM 

The Supply Chain System (“SCS”) permits CTP Members to record transactions and maintain system inventories of Protocol Equivalent Cotton (“PEC”) fiber, Protocol Verified Cotton (“PVC”) fiber and Protocol eligible articles manufactured by CTP Mills that consumed Protocol Cotton (defined as PVC fiber, PEC fiber or a combination of both). The SCS is hosted and managed by Textile Genesis, a Hong Kong-based entity with whom the CTP Members will have a separate licensing agreement that governs their rights and responsibilities. The SCS interfaces with the Protocol Platform to constitute the entirety of the Protocol Consumption Management Solution (“PCMS”). 

Aggregators and CTP Mills access the SCS to record the sale and shipment to other CTP Mills of Protocol eligible articles, defined as articles that contain Protocol Cotton fiber whose transactions have been captured in the PCMS. The SCS will capture article-level details for these sales/shipments, such as manufacturing site information, article style numbers, fiber composition, and selected other data points. Upon recording of these transactions in the PCMS, shipping CTP Mills will be required to upload corresponding commercial invoices (withholding pricing information if desired) and shipping documents attesting to the shipment of such Protocol eligible articles. 

Two levels of verification will be applied to the transactions recorded in the PCMS by CTP Mills. The initial verification will validate the volumes of Protocol eligible raw materials inventories in the shipping CTP Mill’s system account in relation to the volumes of the same Protocol eligible raw materials required to produce the volumes of Protocol eligible articles recorded as having been shipped. In these calculations the specific article level waste factors will be applied. 

As an example of this verification, if a CTP Mill that produces yarn attempts to record a shipment of 10,000kg of a Protocol eligible yarn article defined as containing 100% PEC Fiber with a 5% waste factor, the PCMS will verify that 10,526 kgs of PEC Fiber was available in the CTP Mill’s system account. Once the PCMS has verified that the available Protocol eligible raw material inventory was sufficient to allow for the production and shipment of the specific articles, the PCMS will deduct the correct amount of Protocol eligible raw materials from the SCS system account of the shipper and add the amount of Protocol eligible articles that were recorded to the receiving CTP Mill’s SCS system account in the form of a Protocol eligible raw material. 

The second verification will occur upon inspection of the uploaded commercial invoices and shipping documents. The PCMS will validate that the counterparties, articles, and volumes correspond to those recorded in the PCMS. 

Each participating CTP Mill undertakes, in their contractual agreements with the CTP, to accurately reflect in the PCMS the transaction details and article specifications that correspond to what has occurred in their physical operations. 

While the design of the PCMS and the undertakings of the CTP Mills are intended to assure an accurate record in the PCMS that is an exact representation of those activities and transactions that have occurred in the physical operations, the CTP cannot guarantee and is not responsible for the veracity or accuracy of the details related to specific transactions recorded in the PCMS. 

PCMS User Connectivity 

The Protocol Platform and Supply Chain System will be maintained as two distinct technology platforms. The two platforms will interface to assist in the tracking of Protocol Cotton fiber as it moves through the supply chain and to operate the overall PCMS. 

Participating CTP Growers and Aggregators will only engage the PCMS through the Protocol Platform and will not access the SCS. 

Participating CTP Mills, including yarn spinners (“Spinning Mills”), fabric manufacturers (“Fabric Mills”), garment makers (“Garment Mills”) and all traders, will only engage with the PCMS through the SCS. 

CTP Brand-Retailers will be required to access both the SCS and the Protocol Platform to execute their requirements within the PCMS. The SCS will be used by CTP Brand-Retailer representatives (“users”) who are tasked with managing vendors and uploading purchase order details, typically executed within purchasing or operations functional areas within the CTP Brand-Retailer. CTP Brand-Retailer users responsible for managing their CTP account, including managing users, account profiles, executing and claiming Protocol Cotton Consumption Units (“PCCUs”) and other administrative functions, will only engage with the Protocol Platform. 

How it Works 

Step 1. An Aggregator submits a record of the sale and delivery of Protocol Cotton fiber to a CTP Mill through a file transfer process on the Protocol Platform. The information submitted includes the individual PBIs and bale weights to allow the PCMS to verify the recorded PBIs and corresponding bale weights through databases maintained by USDA and an electronic warehouse receipt provider under contract with USDA. Once the verification process is completed the Protocol Platform converts the submitted information to a file that is shared with the SCS and that includes only the receiving CTP Mill’s identification number and the total volume (in kilograms (kgs)) of Protocol Cotton fiber. This serves to create the Protocol eligible raw material inventory of Protocol Cotton fiber in the receiving CTP Spinning Mill’s SCS account. 

Step 2. The CTP Spinning Mill creates Protocol eligible yarn articles in the SCS and records transactions of the sale/shipment of these articles to other CTP Mills. The PCMS verifies the volume of Protocol Cotton fiber consumed to produce the articles against the available volume of Protocol Cotton fiber, which incorporates the specific article’s waste factors in the calculations, in the CTP Spinning Mill account. Upon recording these transactions in the PCMS, the CTP Spinning Mill uploads commercial invoices and shipping document for such shipments into the SCS, subject to verification by the CTP. This serves to create Protocol eligible yarn raw materials inventories in the receiving CTP Fabric Mill’s SCS account. 

Step 3. The CTP Fabric Mill creates Protocol eligible fabric articles in the SCS and records transactions of the sale/shipment of these articles to other CTP Mills. The PCMS verifies the volume of Protocol eligible yarns consumed to produce the articles against the available volume of Protocol eligible yarns in the CTP Fabric Mill’s account. Upon recording these in the PCMS, the CTP Fabric Mill uploads commercial invoices and shipping document for such shipments into the SCS, subject to verification by the CTP. This serves to create Protocol eligible fabric inventories in the receiving CTP Garment Mill’s SCS account. 

Step 4. The CTP Garment Mill creates Protocol eligible garment articles in the SCS and records transactions of the sale/shipment of these articles to CTP Brand-Retailers. The PCMS verifies the volume of Protocol eligible fabric consumed to produce the articles against the available volume of Protocol eligible fabric in the CTP Garment Mill’s account. Upon recording these in the PCMS, the CTP Garment Mill uploads commercial invoices and shipping document for such shipments into the SCS, subject to verification by the CTP. This serves to create Protocol eligible garment inventories in the receiving CTP Brand-Retailer’s SCS account. 

Step 5. The SCS calculates the cumulative Protocol Cotton fiber consumed in the entire production process of the specific product and informs the Protocol Platform of the shipment of Protocol eligible garment inventories and corresponding volume of Protocol Cotton fiber available for PCCUs by the CTP Brand-Retailer. The Protocol Platform notifies the CTP Brand-Retailer account administrators of the available volume of PCCUs, allowing the CTP Brand-Retailer account administrators to claim the PCCUs. Once the PCCU claims process is completed, subject to verification by the CTP, the corresponding amounts of PCCUs are deducted from the overall CTP available amounts, and the PCCUs and associated environmental metrics data are assigned to the specific CTP Brand-Retailer account. 

EXHIBIT C 

U.S. Cotton Trust Protocol 

Code of Conduct 

The U.S. Cotton Trust Protocol (“CTP”) strives to be the world’s leading program for sustainable cotton production. The CTP seeks to drive continuous improvement in sustainability through the deployment of a science-based, field level Sustainability Program that identifies, measures, and verifies the sustainable growing practices of Participating Cotton Producers. 

The CTP upholds the principles of personal and corporate responsibility and insists on compliance with all local and international law with respect to human rights, public health, worker safety, and environmental stewardship. These values are fundamental to the mission of the CTP and are incorporated into the following obligations. Any potential breach of this Code will be treated as a serious matter, subject to the review and judgment of the CTP’s Board of Directors. 

Any concern regarding a potential breach of the Code of Conduct should be directed to the CTP Board at grievance@trustuscotton.org. Every grievance will be reviewed by the Board. If the Board finds that a violation has occurred, it will first attempt to resolve the matter through direct, confidential engagement with the violating entity. If the violation is unresolved, or if the Board in its discretion finds the violation of the Code of Conduct to be sufficiently grave, the CTP may revoke the membership of the violating Member. 

General Commitment 

Mission, Values, and Principles -- Members will uphold the mission, values and principles of the CTP, act in its best interests, and adhere to the obligations set forth in their Membership Agreement. 

Specific Commitments 

Adherence to Applicable Laws – Members are expected to operate within all applicable laws and regulations, including all anticorruption, antitrust, customs, fair labor, and international taxation laws. 

Collaboration – The CTP complements rather than competes with other sustainable cotton initiatives. Members are supportive of each other and of the broader sector, collaborating alongside other sustainability initiatives. 

Conduct – In all activities connected to the CTP, Members will act with dignity and integrity. 

Conflict of Interest – Any possible conflict of business interest within the CTP identified by a Member should be reported to the Board immediately. 

Contract Sanctity – Members are expected to respect the sanctity of contracts for all transactions with other Members. If a contract cannot be fulfilled, then all concerned parties should seek an amicable settlement or seek arbitration. Members agree to settle any arbitration awards rendered against it. The International Cotton Association publishes a List of Unfulfilled Awards (LOUA) that identifies companies, and companies related to them, that have failed to settle an arbitration award against it. The CTP may deny membership to a company identified on the LOUA. The CTP may suspend the membership of an existing CTP Member that becomes identified on the LOUA. 

Data Integrity and Disclosure – The CTP will only publish Aggregated Data that reflects the sustainable practices of Participating Cotton Producers. The CTP expects each Member to respect the letter and spirit of the privacy protections described in their Membership Agreement. 

Discrimination – The CTP will not tolerate discrimination or harassment of any kind or form on the basis of race, religion, color, ethnicity, gender, sexual orientation, age or disability. Violations of this principle may be grounds for immediate revocation of Membership in the CTP. 

Misrepresentation – Members will not make false claims, disparage, or otherwise misrepresent information about the CTP and will support the CTP in identifying false claims or other risks to the reputation of the CTP’s Sustainability Program. 

Privacy and Confidentiality – Members will respect the privacy and right to confidentiality of other Members, connected organizations, and individuals. 

Upholding Reputation – Members will uphold the good reputation of the program and report any observed violations to the Board. 

 

 

SIGNATORIES

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

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Signed by Marjory Walker
Signed On: November 3, 2021


Signature Certificate
Document name: Brand-Retailer Membership Agreement
lock iconUnique Document ID: 01eac786b10c41a4a8f2f57127db716e0c803f5c
Timestamp Audit
September 14, 2020 11:10 am CSTBrand-Retailer Membership Agreement Uploaded by Marjory Walker - mwalker@cotton.org IP 73.203.226.213
September 14, 2020 11:11 am CSTKen Burton - kburton@cotton.org added by Marjory Walker - mwalker@cotton.org as a CC'd Recipient Ip: 10.45.11.11
September 14, 2020 11:34 am CSTKen Burton - kburton@cotton.org added by Marjory Walker - mwalker@cotton.org as a CC'd Recipient Ip: 10.45.11.11
September 14, 2020 11:37 am CSTKen Burton - kburton@cotton.org added by Marjory Walker - mwalker@cotton.org as a CC'd Recipient Ip: 10.45.11.11
September 14, 2020 11:57 am CSTKen Burton - kburton@cotton.org added by Marjory Walker - mwalker@cotton.org as a CC'd Recipient Ip: 10.45.11.11
September 14, 2020 11:57 am CSTJana Jackins - jjackins@cotton.org added by Marjory Walker - mwalker@cotton.org as a CC'd Recipient Ip: 10.45.11.11