LICENSE AGREEMENT
between RAINFOREST ALLIANCE and [ORGANIZATION] (2020 Version)
This License Agreement (“Agreement”) is entered into as of this [DATE] by and between Rainforest Alliance, Inc., a
New York not-for-profit corporation with headquarters located at 298 5th Avenue, 7th Floor, New York, NY 10001,
U.S.A.(“RA”), and [LEGAL NAME OF ORGANIZATION], a [JURISDICTION OF ORGANIZATION] [TYPE OF ENTITY] with
an office at [ADDRESS] (“ORGANIZATION” and, together with RA, the “Parties”).
WHEREAS, ORGANIZATION desires to participate in RA programs and use the RA name, the UTZ name or one ormore trademarks, certification marks, logos or other proprietary designations owned by RA and its affiliates and listed on theRA Trademarks Schedule (the “RA Marks”), subject to the applicable terms and conditions.
WHEREAS, RA is willing to grant ORGANIZATION the right to participate in RA programs and use the RA Marks,
subject to the applicable terms and conditions.
WHEREAS, This Agreement is subject to the Rainforest Alliance License Agreement General Terms andConditions (the “License Terms and Conditions”), which form an integral part of this Agreement.
WHEREAS, RA also relies on a set of standards, policies and rules that are applicable to different actors in RA’s
programs, depending on the type of activity the actor is engaged in (all such documents together with this Agreement andthe License Terms and Conditions, the “Binding Documents”). RA has set forth the applicable Binding Documents on its
website at https://www.rainforest-alliance.org/business/binding-documents. The Binding Documents may be updated fromtime to time in accordance with their terms or the terms set forth in the License Terms and Conditions. ORGANIZATION has
reviewed and hereby accepts the terms and conditions set forth in the Binding Documents and as updated from time to time.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants contained herein and other goodand valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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Grant of License
1.1

License. Subject to the terms and conditions of this Agreement and the other Binding Documents, RA hereby grants
ORGANIZATION a non-exclusive, non-transferable license (with right to sub-license to Permitted Sub-Licensees) to(i) sell Certified Product(s) (as defined in the License Terms and Conditions) as certified, including use of the RA
Marks on or in connection with the Certified Product(s), and/or (ii) otherwise use the RA Marks, in each case during
the term of this Agreement.

1.2

Prior Review & Written Approval; Compliance. ORGANIZATION may not use the RA Marks without the prior review
and written approval of RA in accordance with this Agreement and the other Binding Documents. ORGANIZATIONagrees that the production, sale, purchase, marketing, advertising, communication, manufacture, packaging, sale,promotion, processing, transport and distribution or other use of Certified Product and/or the RA Marks will conformat all times to the requirements set forth in the Binding Documents and all applicable laws, by-laws, regulations,industry standards and ordinances.

1.3

Royalties or Fees. ORGANIZATION hereby agrees to pay royalties or fees to RA as set forth in the License Terms
and Conditions. Notwithstanding anything to the contrary in the Binding Documents, ORGANIZATION shall not be
required to pay Royalties to the extent it does not engage in transactions that render it the “Organization PayingRoyalty” according to the Royalty Schedule.

Term, Suspension & Termination
2.1Term. This Agreement shall be effective as of the latter date executed by the Parties and shall remain in effect for
an initial term of five (5) years (“Initial Term”) unless earlier terminated as provided herein. Following the expiration of
the Initial Term, this Agreement shall automatically renew for an additional five (5) year term (“Subsequent Term”)
unless either Party notifies the other, at least thirty (30) days prior to the end of the Initial Term, that it shall not berenewed.

2.2

Termination. This Agreement may be terminated by (a) mutual agreement of the Parties; (b) ORGANIZATION, withthirty (30) days’ written notice; (c) RA with three (3) months’ written notice; or (d) as otherwise provided in theLicense Terms and Conditions.

Other Provisions
3.1

Non-transferable. ORGANIZATION shall not sell, assign, sub-license, or otherwise transfer any of its rights under
this Agreement to any third Party other than its Permitted Sub-Licensees, as set forth in the License Terms andConditions. If ORGANIZATION undergoes a change of control through (i) the acquisition by any person or group,directly or indirectly, of the beneficial ownership of more than fifty percent (50%) of the total voting power ofORGANIZATION; (ii) a merger of ORGANIZATION into another person or entity; or (iii) the sale, lease or transfer ofVersion March 2021

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all or substantially all of the assets of ORGANIZATION to any person or entity in one or a series of relatedtransactions), this Agreement may only be assigned with RA’s prior written consent.
3.2

Notice to RA. In order to increase the integrity and value of the RA Marks for all licensed users, ORGANIZATION
agrees to notify RA of any activity that may come to its attention that would reasonably be construed to constitute anunauthorized use, infringement, or dilution of the RA Marks.

3.3

Duty to Cooperate. RA has the sole right to take, and determine whether or not to take, any action(s) it deems
appropriate with respect to any unauthorized use, infringement, or dilution of the RA Marks or violation of the BindingDocuments. ORGANIZATION agrees to fully cooperate with RA in connection with any such action.

3.4

Compliance with Trade Control Laws. ORGANIZATION agrees at all times to (i) comply with Trade Control Laws (asdefined in the License Terms and Conditions); (ii) ensure that all of its sub-licensees, agents, and successors complywith Trade Control Laws; and (iii) refrain from taking any actions that would subject RA to penalties or adverse
consequences under the Trade Control Laws.

3.5

Amendment/Waiver. No amendment or waiver of any provision of this Agreement or the other Binding Documents
shall be effective unless in writing and signed by the Parties. Notwithstanding the foregoing, RA shall have the rightto amend or otherwise clarify provisions or correct grammatical or other errors in the Binding Documents, as set forthin the License Terms and Conditions.

3.6

Entire Agreement. Except as otherwise set forth in the License Terms and Conditions, this Agreement and the other
Binding Documents constitute the entire agreement with respect to the subject thereof between the Parties andreplaces any prior terms and conditions and agreements entered into between RA and ORGANIZATION.

3.7

Counterparts; Signatures. This Agreement may be executed in counterparts, each of which when so executed shallbe deemed to be an original and all of which taken together shall constitute one and the same agreement. Facsimile,
documents executed, scanned and transmitted electronically and electronic signatures shall be deemed original
signatures for purposes of this Agreement and all matters related thereto, with such facsimile, scanned andelectronic signatures having the same legal effect as original signatures.

3.8Language. This Agreement and any of the other Binding Documents may be translated into other languages for theconvenience of the Parties. In the event of any inconsistency between the English version and any translation, theEnglish version shall control.

IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement as of the latter date below written.
RAINFOREST ALLIANCE, INC.

[ORGANIZATION’S LEGAL NAME]___________________________________Name:_____________ SIGN HERE ________________Name:

Job Title:

Job Title:

Address: 298 5th Avenue, 7th Floor

Address:

New York, NY 10001
USADate:Date:

On behalf of ORGANIZATION, I hereby acknowledge that (i) ORGANIZATION has reviewed and agrees to comply with allapplicable Binding Documents; (ii) ORGANIZATION had the opportunity to discuss with RA which Binding Documents areapplicable to ORGANIZATION’s activities; and (iii) it is the responsibility of the ORGANIZATION to contact RA if there is any
uncertainty about which Binding Documents apply to ORGANIZATION:[ORGANIZATION’S LEGAL NAME]_____________ SIGN HERE ________________Name:
Job Title:
Address:

Date:
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