IMI Global
X.X. Xxx 0000
Xxxxxx Xxxx, XX 00000
000-000-0000
From: Xxxx Xxxxxxxx
To: Xxx Xxxxx, Superior Livestock
Date: January 19, 2006
Re: IMI Project and Services Agreement
Superior Livestock and Integrated Management Information, Inc. d/b/a "IMI Global" have reached an agreement on the
following terms and conditions:
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Type Description Cost
Audit Superior Verified - USVerified Reseller Program $150/producer per year with
Reseller less than 50 producers on an
Program Annual Supplier Evaluation Program (USVerified) to include: annual basis in the program.
o An audit of all information required to assess Producer's
ability to meet the USDA Source and Age verification >50 = $145/producer
requirements prepared by or with the assistance of Superior rep >200 = $140/producer
and submitted to IMI >500 = $135/producer
o Evaluation of all calving season groups.
If Approved Producer will receive:
o A certificate of approval to communicate the conforming
status
of cattle to potential buyers.
o Listing on a private approved supplier list at a unique
domain (ie xxx.xxxxxxxxxxxxxxxx.xxx or xxx.xxxxxxxxxx.xxx)
o Approved to sell "Source and Age" cattle to any QSA, PVP, EV
Approved feedlot or packer.
Program Complian Tags (PCT) allow cattle to move through
non-USDA QSA and/or PVP locations but maintain export eligibility
Program Program Compliant Tag Distribution and Allocation (Optional) Range $2.00 - $3.25/Set
Compliant Tags o Custom branded nested pair set (includes visual and
electronic component - see below)
o Can be customized for Superior
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SERVICE OPTIONS:
1. QSA Training and Audits:
a. Online Training
o $150/year/person
o Unlimited online access to training at xxx.xxxxxxxxxx.xxx
o Monthly access to webinar provided by IMI and available to all
potential users
b. Central Training
o $150/hour
o The type of training and the hours involved will vary.
a written estimate will be provided by IMI for approval by SUPERIOR
prior to implementation of any training Plus travel expenses
ADDITIONAL CLAUSES:
1. Estimated costs are subject to time of production and accurate
information provided by client.
2. All time required beyond the time designated, is billable at
$150.00/hour.
3. SUPERIOR shall reimburse IMI Global for travel and associated costs
that have been pre-approved by
SUPERIOR.
4. This Agreement is between SUPERIOR and IMI Global. Any third party
participants are required to sign
IMI Global's Non Disclosure Agreement.
5. This Agreement may be terminated at any time prior to completion, upon
thirty (30) days prior written notice to the other party in the event
the other party shall fail to perform any of its obligations hereunder
and shall fail to remedy such nonperformance after receiving written
demand therefore. If early termination occurs, only fees and expenses
previously incurred will be reimbursed to IMI and no further payments
will be made by SUPERIOR.
6. In signing this contract SUPERIOR agrees it, and any of it's officers,
members, and employees, will not re-distribute, re-market, or
commercially replicate the documents and/or processes implemented by IMI
Global without written consent from IMI Global.
7. This Agreement, including the Mutual Non Disclosure Agreement,
represents the entire agreement between the parties on the subject
matter hereof and supersedes all prior discussions, agreements and
understandings of every kind and nature between them. No amendment,
modification or other change of this Agreement will be effective unless
in writing signed by both parties.
8. Force Marjeure - Neither party shall be in default hereunder by reason
of any failure or delay in the performance of any obligation under this
Agreement where such failure or delay arises out of any cause beyond
the reasonable control of such party and without the fault or
negligence of such party.
9. SUPERIOR"S representations and covenants shall survive the termination
of this Agreement.
TERM: One Year
RENEWAL: This agreement will be automatically renewed for successive one year
terms unless a written notice of cancellation is received from SUPERIOR (or
provided to SUPERIOR by IMI Global) prior to expiration of the then-current
term. Pricing hereunder for such renewal term shall be at IMI Global's
then-current published pricing.
PRICING / INVOICING:
1. Training and Audit Fees will be invoiced as follows:
o 100% of the fees will be billed in the month in which they occur.
2. All Invoices will be due upon receipt.
3. There will be a delinquent interest charge on all past due balances over
30 days.
LIMITATION OF LIABILITY: IMI shall not be liable to SUPERIOR for any direct
damages in excess of the amounts paid hereunder and neither party shall be
liable to the other for any special, indirect, incidental, consequential or
punitive damages arising out of or relating to this Agreement, whether the claim
alleges tortious conduct or any other legal theory. SUPERIOR may not assign any
rights or obligations under this Agreement without IMI Global's prior written
consent.
LICENSE: IMI grants SUPERIOR a nonassignable, nonexclusive and limited, right
and license to use the IMI XXXxxxxxxx.xxx quality management and verification
program during the term of this Agreement. SUPERIOR has no right to distribute
copy, modify or create derivatives of the USVerified program (s).
The undersigned, as duly authorized representative of SUPERIOR affirms that the
undersigned, on behalf of the SUPERIOR, has read, fully understands and accepts
the terms of this Agreement.
Superior Name: Xxx Xxxxx
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Xxx Xxxxx:
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Date:
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Integrated Management Information, Inc. d/b/a "IMI Global"
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Xxxx Xxxxxxxx:
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Date:
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