Retailer Subscription Contract
This Subscription Contract is made and entered into as of January 18, 2022 (the “Effective Date”) by and between the U.S. Cotton Trust Protocol, LLC, a non-profit limited liability company having a principal office at 7193 Goodlett Farms Parkway, Cordova, Tennessee, 38016 (the “Protocol”) and (“Subscriber”). This Subscription Contract supplements the terms of the Membership Agreement (“Agreement”) entered into by and between the Protocol and the Subscriber on January 18, 2022 today's date and to which this Subscription Contract is attached and incorporated therein. If there is a conflict between the terms of the Agreement and the terms of this Subscription Contract, the terms of the Agreement shall control unless this Subscription Contract expressly states that a specific provision of the Agreement will be superseded by a specific provision of this Subscription Contract.
(a) General Subscription. For the Services described in Section 1 (“Services”), the Subscriber agrees to pay the Protocol an annual fee of [$X], payable within ninety (90) days of receipt of invoice, except Subscriber shall not owe any fees for Membership under the Agreement for the period from the Effective Date of this Subscription Contract or of the Agreement, whichever is earlier, through June 30, 2021.
(b) Access to Credits. In addition to the General Subscription, the Subscriber shall pay $[X] or each Credit obtained through access to the Protocol’s Trust Protocol Credit System.
(c) First Invoice. For Membership covering the period from July 1, 2021 through June 30, 2022, Protocol shall submit an invoice no earlier than July 1, 2021, unless Subscriber provides written notice terminating the Agreement no later than June 1, 2021, in the event of which Subscriber shall owe no fees under the Agreement or this Subscription Contract.
(a) Affirming Commitments Described by the Agreement. The Subscriber expressly acknowledges and affirms the responsibilities and commitments described by the Agreement.
(b) Forecast of Demand. Subscriber agrees to provide to the Protocol a three-year, non-binding forecast of demand for Protocol Equivalent Fiber described in the Agreement; further, Subscriber agrees to provide an updated three-year forecast annually, for each year the Agreement is in effect. The Protocol may use the forecast for its own planning purposes; the Subscriber will not be obligated to satisfy the demand described in the forecast.
(c) Endorsement of Protocol. Subscriber and Protocol shall issue a joint press release as soon as practicable following the Effective Date; further, such joint press release shall include a public endorsement by Subscriber of the Protocol; further, the Parties shall post the joint press release on their respective websites and through social media in accordance with the social media practices they customarily engage, respectively, as each deems appropriate.
IN WITNESS WHEREOF, the parties have duly executed and delivered this Subscription Contract by their duly authorized representatives effective as of the Effective Date.
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Signed by Marjory Walker
Signed On: September 14, 2020
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Document Name: Retailer Subscription Contract
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