MASTER NETWORK AGREEMENT

dated as of

January 1, 1999

among

THE MEMBERS OF THE CONSERVATION AGRJCULTURE NETWORK

TABLE OF CONTENTS

PAGE

ARTICLE 1 DEFINlTIONS

SECTlON 1.01. Definitions 1

ARTICLE 2

TEAMING RELATIONSHIP; TITLE TO PROPERTY

SECTION 2.01. Purpose; Best Efforts Obligation 2

SECTION 2.02. Implementation 2

SECTJON 2.03. Title to the Certification Marks and Other Property 3

SECTJON 2.04. Changes to Certification Marks 3

SECTlON 2.05. Fundrais ing 3

ARTICLE 3 THE SECRET ARJA T

SECTlON 3.01. The Secretariat .3

SECTION 3.02. Appointment of the Secretariat .4

ARTICLE 4 MUTUAL ASSURANCES

SECTlON 401. Assurances of All Members .4

SECTJON 4.02. Assurances of RA .4

ARTICLE 5 MUTUAL COVENANTS

SECTlON 5.01. Certification Marks .4

SECTJON 5.02. Restriction on Similar Marks 5

SECTJON 5.03. Other Collaborations 5

SECTION 5.04. Management of CAN Funds 5

SECTION 5.05. Information and Notification 5

SECTION 5.06. Certification 6

SECTION 5.07. No Liens 6

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ARTICLE 6 MEETINGS

SECTION 6.01. Time, Place and Manner of Meetings 6

SECTION 6.02. Purpose ofMeetings 6

SECTION 6.03. Policy Manual 7

SECTION 6.04. Notice of Meetings and Adjourned Meetings; Waivers of

Notice 7

SECTION 6.05. Quorum ; 7

SECTION 6.06. Voting 7

SECTION 6.07. Action by Consent 7

SECTION 6.08. Organization; Minutes of Meeting 8

SECTION 6.09. Committees 8

SECTION 6.10. Members Not Actingfor Each Other 8

ARTICLE 7 INDEMNIFICATION

SECTION 7.01. Limited Liability 9

SECTION 7.02. Indemnification 9

ARTICLE 8

ADMISSION OF NEW MEMBERS; WITHDRAWALS

SECTION 8.01. Admission of New Members 9

SECTION 8.02. Withdrawal and Removal 10

SECTION 8.03. Obligations after Withdrawal or Removal; No Claims 10

ARTICLE 9 TERM INA TION

SECTION 9.01. Termination 11

SECTION 9.02. Rights and Obligations After Termination 11

SECTION 9.03. Survival of Certain Provisions ll

ARTICLE 10 MISCELLANEOUS

SECTION 10.01. Amendments 11

SECTION 10.02. Waivers 12

SECTlON 1 0.03. Confidentiality 12

SECTION 10.04. Own Expenses 12

SECTION 10.05. No Joint Venture 12

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SECT10N 10.06. Conflict Resolution and Arbitration 12

SECT10N 10.07. Governing Law 12

SECT10N 10.08. Assignments 12

SECT10N 10.09. Notices 13

SECT10N 10.10. Counterparts 13

SECT10N 10.11. Severability 13

SECT10N 10.12. FurtherAssurances 13

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MASTER NETWORK AGREEMENT

Dated: January 1, 1999

This MASTER NETWORK AGREEMENT (the "Agreement") is among the Members referred to below, such organizations collectively referred to as the "Conservation Agriculture Network" ("CAN").

PURPOSE:

The Members have agreed to collaborate in the development and implementation of certification programs for agricultural products that are produced and processed in ways considered by the Members to be environmentally sound and socially responsible. The Members undertake these activities in order to promote sustainable natural resource use, sustainable agricultural management, and greater awareness by regional governments, producers and consumers of the importance of supporting the conservation of biological diversity and promotion of equitable and stable socioeconomic development.

The Members hereby agree as fol1ows:

-

ARTICLE 1 DEFINlTlONS

SECTION 1.01. Definitions. The following terms have the following meanings:

"Certification Marks" means the ECO-O.K. Certification Marks and the New Certification Marks.

"ECO-O.K. Certification Marks" has the meaning set forth in Part I of Appendix A.

"Good Standing" means a Member that is in compliance with all of the assurances and covenants of Articles 4 and 5 hereof and such other requirements of Good Standing that the Members may establish in the Policy Manual. A Member can be found not to be in Good Standing by a majority vote of the other Members.

"HM" means the holder of the New Certification Marks as defined in

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30 October 1998

Appendix B and as changed from time to time pursuant to Section 8.03.

"Member" means, unless such organization has withdrawn or been removed pursuant to Section 8.02 hereof, each of the organizations listed on the signature pages hereof, and each other organization that is admitted as a Member in accordance with Section 8.01 hereof.

"Mission Statement" and "Principles" mean the guiding philosophy of CAN, as set forth in its Policy Manual.

"Mutual CompatibiJity Assessment" means the evaluation process used to determine if a non-profit organization may be considered for admission to CAN as a Member, as set forth in the Policy Manual.

"New Certification Marks" has the meaning set forth in Part II of Appendix A.

"Policy Manual" has the meaning set forth in Section 6.03.

"Protocols" means the practices, rules and performance standards used by CAN in certifying farms and managing relations with companies, as set forth in the Policy Manual.

"RA" means the Rainforest Alliance.

"SC" has the meaning set forth in Section 3.01.

ARTICLE 2

TEAMING RELATIONSHIP; TITLE TO PROPERTY

SECTION 2.01. Purpose; Best Efforts Obligation. (a) The Members have entered into this Agreement in order to implement agricultural certification programs. The Members agree to use their best efforts to ensure implementation of these programs, to have CAN serve as their primary agricultural affiliation, to be guided by the Mission Statement and Principles, and to cooperate with each other in good faith.

(b) Any reference to CAN in the public relations of Members shall be presented as a cooperative effort of the Members.

SECTION 2.02. implementation. The Members will hold meetings at which actions, binding upon all Members, may be taken in accordance with Article 6.

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SECT10N 2.03. Title to the Certification Marks and Other Property. (a) The ECO-O.K. Certification Marks are, and at all times remain, the sole property ofRA.

(b) To the extent that CAN creates or obtains any rights in respect of any New Certification Marks, those Certification Marks shall be listed in Part II of Appendix A and shall be held on behalf of CAN Members by HM unless and until ownership of such Certification Marks is transferred pursuant to Section 8.03.

(c) This Agreement shall not, with respect to any other property, create any kind of joint ownership of such property, nor shall this Agreement be deemed to create any right or claim by one Member or its creditors to any property of another Member.

SECT10N 2.04. Changes to ECO-o.K. Certification Marks. Any Member may recommend changes to the ECO-O.K. Certification Marks, including the "ECO-O.K." name or logo but such changes may be implemented only by the affirmative vote ofRA and 75 percent of the other Members. Notwithstanding the foregoing, RA may make any changes to the Certification Marks as it reasonably deems necessary to avoid or settle any claims, proceedings or other litigation, threatened or actual, involving the Certification Marks.

SECTlON 2.05. Fundraising. Each Member shall be responsible for, and retain ultimate control over, all funds or in-kind contributions received by it, or by any other Member on its behalf, in connection with its own fundraising activities. For purposes of this paragraph, fundraising activities means any means of raising revenues or obtaining in-kind contributions except the collection of (i) licensing,

program, certification, administration, inspection and evaluation fees in connection with the certification activities of CAN; and (ii) such other fees as are set forth in the Policy Manual.

ARTICLE 3 THE SECRETARIAT

SECT10N 3.01. Duties of the Secretariat. Upon entry into force of this Agreement, a Secretariat ("SC") shall coordinate all CAN activities and communication between the Members. In furtherance of these objectives, the SC shall perform the duties entrusted to it under the provisions of this Agreement, as well as any other duties entrusted to it by the Members as set forth in the Policy Manual.

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SECTION 3.02. Appointment of the Secretariat. The SC must be a Member of CAN. RA shall initially serve as the Sc. The SC may be removed by an affirmative vote of75 percent of the other Members ifit is found to be in material breach of its duties for a period of 90 days or more. The SC can be determined to be in material breach of its duties by a 50 percent vote of the other Members.

ARTICLE 4 MUTUAL ASSURANCES

SECTION 4.01. Assurances of All Members. Each Member assures each other Member that:

(a) Existence and Power. It is recognized and legally organized as a non-profit organization under the laws of its country and has all corporate powers and all material governrnentallicenses, authorizations, consents and approvals that it needs to be a Member of CAN.

(b) Binding Effect. It is bound by this Agreement.

(c) No Proceedings. No claim or civil or criminal proceeding has been instituted or threatened against it which could adversely affect

the business opportunities or reputation of it, RA or CAN or the goodwill associated with the Certification Marks, including, but not limited to, claims or proceedings involving fraud, product liability, or environmental, health or safety violations.

SECTION 4.02. Assurances of RA. RA assures each other Member that it is the exclusive owner of the entire right, title and interest in and to the ECO-O.K. Certification Marks.

ARTICLE 5 MUTUAL COVENANTS

SECTION 5.01. Certification Marks. (a) Each Member, other than RA, agrees not to hold itself out as the owner of the ECO-O.K. Certification Marks. Each Member further agrees not to accept any compensation in connection with the ECO-O.K. Certification Marks, unless previously approved by the Members pursuant to Article 6 hereof

(b) Each Member, other than HM, agrees not to hold itself out as the owner of the New Certification Marks. Each Member further agrees not to accept any compensation in connection with the New Certification Marks, unless

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previously approved by the Members pursuant to Article 6 hereof.

SECT10N 5.02. Restriction on Similar Marks. Except as provided in Sections 2.03(a) and 8.03, no Member, other than RA or HM, will adopt, use, register or attempt to register any of the Certification Marks (or any mark confusingly similar to any Certification Mark) in any jurisdiction, at any time, anywhere (including after the termination of this Agreement). Any Member may adopt, use or register any mark which is not confusingly similar to the Certification Marks only upon approval by 75 percent of the other Members (except that marks already adopted, in use or registered by any Member on the date hereof, or on the date it becomes a Member of CAN, need not be approved).

SECT10N 5.03. Other Collaborations. Except as permitted by Section 8.01, no Member shall enter into any agreement or other arrangement relating to agricultural certification in Central or South America with any other person, firm, corporation, foundation, organization or other entity, unless previously approved by 75 percent of the other Members.

SECT10N 5.04. Management of CAN Funds. Each Member must establish and maintain a fund accounting system, satisfactory to the SC or as otherwise required under the Policy Manual, to separate CAN activities from its other organizational activities. Each Member shall be obliged to follow such further rules governing CAN finances as may be set forth in the Policy Manual.

SECT10N 5.05 Information and Notification. Each Member will deliver the following to the SC, which will forward the same to the other Members:

(a) On every January 31, April 30, July 31, and October 31 a report of its CAN efforts during the three-month period ending December 31, March 31, June 30, and September 30, respectively. Such report shall, at least, contain the following topics: (i) a detailed description of all certification activities, including total area certified and all fees collected; (ii) financial reports including all CANrelated income and expenses; (iii) a summary of efforts directed at the recruitment of additional farms or other companies into CAN; (iv) a discussion of all of its fundraising and other solicitation efforts and a summary of funds and in-kind contributions received and/or pledged during such period in connection with CAN; and (v) a discussion of its publicity and market development activities, including any initiatives in consumer education and/or public information.

(b) Within 120 days after the end of its fiscal year, a copy of its audited income statement and balance sheet, and any notes thereto, as of the end of such

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fiscal year, setting forth in comparative form the figures for the previous fiscal year, all reported on in a manner acceptable to an independent public accountant recognized in the Member's country.

( c) Within 10 days of such event OCCUlTing, a written notification of any claim referred to in Section 4.01(c) being instituted or threatened against it.

SECTION 5.06. Certification. Each Member will at all times comply with the Protocols, as set forth in the Policy Manual, for conducting certification activities under CAN.

SECT10N 5.07. Limitation on Liens. No Member will permit liens, security interests or other encumbrances to exist on more than 50% of the fair market value of its assets.

ARTICLE 6 MEETINGS

SECTION 6.01. Time, Place and Manner of Meetings. (a) The SC shall determine, after consultation with the other Members, the time and place for meetings of the Members.

(b) The meetings may be held by telephone conference. The Members shall meet at least once a year. The Members may meet more often if requested by at least two Members. Such request shall be in writing and sent to the SC.

SECTION 6.02. Purpose of Meetings. The Members may discuss and decide issues relating to the management and development of CAN including:

(i) CAN policies,

(ii) technical certification standards and Protocols,

(iii) certification management activities,

(iv) external communications and marketing,

(v) network coordination,

(vi) business management,

(vii) strategic planning, and

(viii) such other matters as the Members see fit.

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SECT10N 6.03. Policy Manual. All decisions and other actions taken at meetings of the Members with respect to CAN's Policies and Protocols shall be evidenced by a policy manual (as approved and amended from time to time by the Members in accordance with Article 6 hereof, the "Policy Manual"). The SC shall be responsible for updating the Policy Manual to confonn to duly rendered decisions of CAN Members.

SECT10N 6.04. Notice of Network Meetings and Adjourned Meetings; Waivers of Notice. (a) The SC shall notify the Members of a meeting at least 30 days before the meeting, but not more than 60 days before the meeting. The SC shall include in such notice a notification of the individual at the SC who will chair the meeting and the topics to be considered.

If the Members decide to continue a meeting at another time or place, the SC does not have to notify the Members of such continued meeting.

(b) If a Member waives notice of a meeting, or attends a meeting without having received notice, such Member may not claim that it did not receive notice of the meeting.

SECT10N 6.05. Quorum. The participation, in person or telephonically, of 75 percent of the Members shall enable the Members to take actions at the meeting.

SECT10N 6.06. Voting. (a) Each Member in Good Standing shall be entitled to one vote. Except as otherwise provided in Article 8 and Sections 1.01, 2.04,3.02, 5.02, 5.03, 10.01 and 10.02 hereof, the vote of a majority of the Members which are in Good Standing and present (in person, telephonically or by proxy) at a meeting shall be binding upon all Members.

(b) Each Member may authorize by proxy any other Member to vote for it at a meeting. Such proxy shall be in writing and will be valid for 30 days from its date or for such period as is stated on the proxy.

(c) Members abstaining from voting shall not be counted among the majority required for a binding vote.

SECT10N 6.07. Action Without a Meeting. (a) Instead of a meeting, the Members may consent to actions by CAN in writing. If a majority of the Members (or such other number as may be required for certain actions) consents to an action, such action will be binding on all Members.

(b) Proposed actions to be taken without a meeting shall first be submitted to the SC, who will notify all of the Members of the proposed action by fax, e-

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mail or other instantaneous form of written communication. Each proposed action shall be signed by the Member proposing the action. Consents to a proposed action shall be delivered to the SC within 10 days after the Members receive notice of the proposed action. Consents delivered after the 1 O-day period will not be counted.

( c) Promptly after any action is taken by written consent, the SC shall notify all Members thereof.

SECTJON 6.08. Organization; Minutes of Meeting. (a) The SC shall act as chairperson of each meeting and shall decide the order of business at all meetings and sha11 entertain and rule on all requests, motions and points of order raised by any Member. In the event that a question or a dispute arises concerning the conduct of a meeting or a vote, the SC will resolve such question or dispute by reference to Robert's Rules of Order. The chairperson may only cast a vote at such meeting ifno other representative from such Member is participating in the meeting.

(b) The SC shall keep the minutes of each meeting and distribute copies of the minutes to the other Members within 30 days after each meeting.

SECTlON 6.09. Committees. (a) The Members may set up an executive committee or any other kind of committee. Each committee will be comprised of at least three Members. The Members will establish a clear mandate for each committee within which the committee may make decisions and will establish the procedures by which such committee Members are to be appointed. Each committee will keep minutes of its decisions and discussions and shall report such to the SC, The SC shall distribute the copies of the minutes to the other Members within 30 days after each meeting.

(b) A committee may not exercise rulemaking authority unless it has

been composed, and its mandate has been approved of, by a majority of all Members of CAN. Furthermore, a committee cannot take any action that may only be taken by a certain number of Members or with a specific Member's consent unless such Member or number of Members have voted in favor of forming such committee and have specifically approved its mandate.

(c) A committee may make decisions only on matters within its

mandate, as specified by written resolution of the Members at the time such committee was formed or ratified. Unless otherwise specified, a committee's term shall be for one year from its time of formation or most recent ratification.

SECT10N 6.10. Members Not Actingfor Each Other. Except as set forth in subsection 6.06(b), or as otherwise agreed to in writing by the relevant Members

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and consistent with this Agreement and the Policy Manual, no Member may act for, or assume any obligation or responsibility on behalf of, any other Member.

ARTICLE 7 INDEMNIFICATION

SECTION 7.01. Limited Liability. A Member shall not be liable to any other Member for any claims, demands, causes of action, damages, judgments or settlements, including attorneys' fees and court costs, arising out of or relating to this Agreement or the certification process, except if such Member is grossly negligent or its misconduct is intentional.

SECTION 7.02. Indemnification. (a) No Member may seek indemnification from any other Member in connection with any actual or threatened claim or proceeding against it by a third party. However, the Members severally agree to indemnify, to the extent of their pro rata share as a percentage of the total number of Members in CAN, any Member which is made a party (or is threatened to be made a party) to any kind of proceeding against another Member solely because of its status as Member of the CAN.

A Member has no right to be indemnified ifit is grossly negligent or its misconduct is intentional.

If a Member is entitled to indemnification, it shall be paid its expenses after final disposition of the matter in respect of which indemnification was sought.

ARTICLE 8

ADMISSlON OF NEW MEMBERS; WlTHDRA WALS

SECTION 8.01. Admission of New Members. (a) Any non-profit organization which has completed the Mutual Compatibility Assessment may be considered for admission as a Member. Such organization will be admitted as a Member ifRA and a majority of all the other Members vote in favor. However, if the non-profit organization seeking admission to the CAN is from the same country as an existing Member, then it can only be admitted to the CAN with that existing Member's consent.

(b) The admission of a new Member shall become effective only when such new Member agrees in writing to be bound by all the terms of this Agreement.

(c) A new Member shall be bound by the Policy Manual and all other

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actions already taken by the Members in accordance with Article 6.

SECTION 8.02. Withdrawal and Removal. (a) A Member may withdraw from CAN 60 days after it has notified the SC and other Members in writing. The withdrawal shall become effective when the Member assigns to the SC all of its rights under all contracts relating to CAN. These contract rights shall remain with the SC exclusively for the benefit of all Members of CAN until such time as the other Members decide to take further action.

(b) A Member which becomes insolvent or breaches any assurance or covenant set forth in Articles 4 or 5 may immediately be removed from CAN by the affirmative vote of 75 percent of the other Members.

(c) Any Member not in Good Standing for a period of90 days or more may be removed by the affirmative vote of75 percent of the other Members.

(d) When a Member is removed, all of its rights under contracts relating to CAN shall automatically and immediately transfer to the SC exclusively for the benefit of all Members of CAN, until such time as the other Members decide to take further action.

SECTION 8.03. Obligations After Withdrawal or Removal; No Claims. (a) Each Member shall remain liable for any act or omission of such Member arising prior to its withdrawal or removal.

(b) A Member which is removed in accordance with Section 8.02 hereof shall not have any claim against any other Member because of such removal.

(c) Any monies collected under a contract assigned by or transferred from a Member that has withdrawn or been removed shall be apportioned as the remaining Members see fit. However, to the extent that such monies represent revenues earned or reimbursement of expenses incurred by such former Member prior to its withdrawal or removal, then such monies shall be remitted to such Member and relating to a period after the Member has withdrawn or been removed. Any other monies received by such former Member shall be deemed held in trust for the Members of CAN and shall be paid promptly over to the Sc.

(d) Notwithstanding anything in this Agreement to the contrary, ifRA withdraws or is removed by the other Members, then all rights to the ECO-O.K. Certification Marks shall remain exclusively with RA and no Member shall have any right to use the ECO-O.K. Certification Marks except with the prior written consent ofRA. Notwithstanding the provisions set forth in Article 7, the other Members agree to fully defend, indemnify and hold harmless RA and its officers, directors, agents and employees from any and all claims, demands, causes of

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action, damages, judgments or settlements, including reasonable attorneys' fees and court costs, arising out of the other Members' continued use of the ECO-O.K. Certification Marks subsequent to the voluntary withdrawal or removal ofRA from CAN.

(e) Ownership rights to the New Certification Marks shall be transferred to such other Member(s) as the Members by majority vote will decide. Such transfer will take place within 90 days of the date on which the HM withdraws or is removed by the other Members. Notwithstanding the provisions set forth in Article 7, the other Members agree to fully defend, indemnify and hold harmless HM and its officers, directors, agents and employees from any and all claims, demands, causes of action, damages, judgments or settlements, including reasonable attorneys' fees and court costs, arising out of the other Members' ownership or use of the New Certification Marks subsequent to the voluntary withdrawal or removal ofHM from CAN.

ARTICLE 9 TERMINA TION

SECTION 9.01. Termination. This Agreement shall terminate upon the first to occur of the following events:

(a) less than three Members remain in CAN; or

(b) 50 percent of the Members vote to terminate this Agreement.

SECTION 9.02. Rights and Obligations After Termination. Each Member shall remain liable after the termination of this Agreement for any action taken prior to such termination.

SECTION 9.03. Survival a/Certain Provisions. The foregoing shall not have any effect upon the provisions set forth in Article 7 and Sections 5.02, 5.03, 8.02, 8.03, 10.03, 10.04 and 10.06 hereof, all of which shall continue to remain in effect after termination of this Agreement.

ARTICLE 10 MISCELLANEOUS

SECTION 10.01. Amendments. (a) An amendment of this Agreement shall be valid only if it is signed by 75 percent of all the Members.

(b) Any amendment to this Agreement that affects the ownership, use,

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integrity, goodwill or form of the ECO-O.K. Certification Marks shall be valid only if it is signed by RA and 75 percent of all the other Members.

SECTJON ] 0.02. Waivers. A waiver of a provision of this Agreement is only effective if it is signed by each Member which could be adversely affected by such waiver.

SECTION] 0.03. Confidentiality. Each Member will keep information relating to any other Member confidential. A Member may only disclose information about another Member if the information is known by the general public or such disclosure is required by law. A Member about which information will be disclosed shall be notified of such disclosure as far in advance as practicable by the disclosing Member.

SECTION 10.04. Own Expenses. Each Member will pay all expenses, charges, fees, claims and taxes in connection with its own business, and will indemnify the other Members against any and all claims for such expenses, charges, fees, claims and taxes.

SECTION] 0.05. No Joint Venture. This Agreement does not place the Members in the relationship of partners, joint venturers, or agents.

SECTION 10.06. Conflict Resolution and Arbitration. (a) In the event of a dispute arising under this Agreement between any of the Members such disputing Members hereto shall negotiate in good faith to resolve the dispute to the mutual satisfaction of all the other Members.

(b) If the Members at a duly convened meeting decide that the dispute is not capable of being resolved within CAN, then the dispute shall be submitted to arbitration by an arbitrator agreed upon by the Members (or, ifno agreement is reached, an arbitrator appointed by the majority vote of those Members not involved in the dispute). The location for the arbitration will be selected by the arbitrator. The dispute shall be resolved according to the international rules of the American Arbitration Association. Each disputing Member shall pay its own expenses of the arbitration and the disputing Members shall share the cost of the arbitrator. Pending final settlement by arbitration of such dispute, the disputing Members shall proceed diligently with their obligations under this Agreement.

SECTION 10.07. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, in the United States of America, without giving effect to its provisions regarding conflicts of laws.

SECTION 10.08. ASSignments. A Member may assign its interests under this Agreement only if the other Members give their prior written consent in

Master Network Agreement 12 30 October 1998

wntmg. This Agreement shall be binding on the successors and assigns of the Members.

SECTION 10.09. Notices. Unless otherwise noted, all notices and statements to be given and all payments to be made hereunder shall be in writing and given or made at the respective addresses of the Members as set forth below, unless notification of a change of address is given in writing.

SECTION 10.10. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be deemed an original.

SECTION 10.11. Severability. If any provision of this Agreement or the application thereof to any Member or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to any other Member or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

SECT10N 10.12. Further Assurances. The Members will execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent and purpose of this Agreement.

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IN WITNESS WHEREOF, the Members hereto have caused this Agreement to be duly executed by their respective authorized representatives on the date first above written.

COPORACION DE CONSERVAC pN YDESAReL 0

B~~/J

~"~9 Ferro Rettig _ ...-:::::Ex-e~e Director !j:r--

.c::::--- Av. de los Shyris y Rumipamba sin Parque de la Carolina

Quito, Ecuador

e-mail: ccd@ccd.org.cc fax: (593) 2/465-845

Date: ~/ -T- f f'

INSTITUTO DE MANEJO E CERTIFICACAO FLORESTAL E AGRICOLA

-:-./ 2 "

By:~ - t: j/

Tas~{; RezenQi'de Azevedo Executive Director

Av. Carlos Botelho, 853-conj2 13416-145 Piracicaba, SP, Brasil e-mail: imaflora@merconet.com.br fax: (55) 194-226-253

'2 z, - f Z-C; 6'

Date:

Master Network Agreement

By:~/~~~~~~~~~ Luis'

Executive Director

Km. 10 y Yz Mision del Fortin Guatemala, Guatemala e-mail: fiit@c.net.gt

fax: (502) 3/333-555

Date: 8 II /ICJ&'!?

RAJNFORESTALLIANCE

By: J~~\j IJ--I/:±'b

Daniel R. Katz \ Executive Director

65 Bleecker St., 6th Floor New York, NY 10012, U.S.A. e-mail: can@ra.org

fax: 1 (212) 677-2187

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Date:

14

30 October 1998

Part I:

APPENDIX A

The term "ECO-O.K. Certification M arks" refers collectively to the following:

4.

6.

Part II:

1.

2.

3.

5.

United States Certification Mark Registration No. 2,081,835 for the mark "ECO-O.K.";

United States Certification Mark Registration No. 2,101,772, for the mark and logo "ECO-OX. Rainforest Alliance Approved";

Costa Rica Trademark Registration No.: 99255;

Ecuador Trademark Registration Nos: 0849-95, 0850-95, 0851-95, 0852- 95,0999-95,3161-97,3162-97,2455-97 and 2456-97;

Guatemala Trademark Registration Nos.: 76917; 77811; 77813; 78975; 78976.

The "ECO-O.K." logo attached hereto, and the goodwill associated therewith.

~ flit

EGO"O.K.

Rainforest All.iance APPROVED

The term "New Certification Marks" refers collectively to the following:

30 October 1998

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A

Appendix B

The Holder of the New Certification Marks (HM) is:

- Rainforest Alliance

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