Americares Terms of Co-venture

A Commercial Co-Venture exists between Americares Foundation Inc. ("Americares") with offices at 88 Hamilton Avenue, Stamford, Connecticut 06902, and Breeden Brothers LLC ("Breeden Brothers") with offices at 533 Church Street, Suite 178, Nashville, TN 37219.  The terms of this commercial co-venture are as follows:

1. Campaign.  Americares and Breeden Brothers (the "Parties") are engaged in a cause marketing campaign to benefit Americares’ US and/or international aid programs ("Campaign").  The Campaign will be conducted in the United States, at participating retailers, from May 1, 2017 to May 1, 2018 ("Promotional Period").  The Parties may extend the Promotional Period upon mutual written agreement, and each such extension shall be included in the term "Promotional Period".  Each of the products included in the Campaign shall be specially-marked.  For each specially-marked amount of Breeden Brothers over-the-counter (OTC) medication sold to the public at participating retailers during the Promotional Period ("Participating Product(s)"), Breeden Brothers will donate an equivalent amount of OTC medication ("Donated Product(s)") to Americares to support Americares’ US and/or international aid programs.  Americares agrees to seek prior written approval for international distributions of Participating Products.  Specifically, when a consumer purchases a specially-marked amount of dye free ibuprofen 200 mg tablets, an equivalent amount of standard ibuprofen 200 mg tablets will be donated; when a consumer purchases a specially-marked amount of ibuprofen 200 mg softgels, an equivalent amount of standard ibuprofen 200 mg tablets will be donated; when a consumer purchases a specially-marked amount of acetaminophen 500 mg caplets, an equivalent amount of acetaminophen 500 mg caplets will be donated; and when a consumer purchases a specially-marked amount of naproxen sodium 220 mg caplets, an equivalent amount of standard ibuprofen 200 mg tablets will be donated.

2. Responsibilities of the Parties.  The Parties will conduct this Campaign in accordance with the terms of this Agreement and will not alter any term or condition without obtaining prior approval from the other party, and each party will comply with all laws, rules and regulations applicable to that party and its role in the Campaign.  For avoidance of doubt, Americares shall not, in any way, directly or indirectly, recommend, promote, or in any other manner encourage the use, purchase, sale or referral of any Breeden Brothers Participating Products or Donated Products.

3. Use of Trademarks and Logos.  Each party grants to the other a limited, non-exclusive license to use the other party’s name and logo ("Licensed Marks") solely in connection with this Campaign.  Each party retains all right, title and interest in and to its respective Licensed Marks.  Each party will present to the other for its prior approval, any and all materials that use the other party’s Licensed Marks.  Such materials or statements must properly represent the terms of the Campaign to the public and be of a high quality consistent with both parties’ outstanding public images.   Neither party’s approval will be unreasonably withheld or delayed.  For avoidance of doubt, Americares Licensed Marks may only be used by Breeden Brothers for promotion of the Campaign, and not for co-branding of Donated Product (i.e. Breeden Brothers cannot represent that Americares is a co-manufacturer of the Donated Product).   Americares also grants Breeden Brothers permission to provide a link to Americares’ website, identified as www.Americares.org.  These rights are granted for the Promotional Period and for any mutually agreed upon extensions thereof. 

4. Donation.  

a. At the end of each three-month period (each a "Measurement Period") during the Promotional Period, sales of Participating Products will be tallied.  

(1) For every 500,000 acetaminophen 500 mg caplets sold during the Measurement Period, Breeden Brothers will make a corresponding donation of 500,000 acetaminophen 500 mg caplets as Donated Products as described in Section 1; and 

(2) For every 500,000 of the sum of dye free ibuprofen 200 mg tablets plus ibuprofen 200 mg softgels plus naproxen sodium 220 mg caplets sold during the Measurement Period, Breeden Brothers will make a corresponding donation of 500,000 standard ibuprofen 200 mg tablets as described in Section 1.  

It is understood by both parties that the donations to Americares will be done in 100-count bottles. 

Such donations will be made within 60 days following the end of each Measurement Period in which the applicable threshold is reached. 

If, at the end of the Measurement Period, the sales of Participating Products have not reached the amounts stipulated in (1) or (2) above, then there will be no obligation for Breeden Brothers to make a donation for that Measurement Period and the sales tally will carry over to the next Measurement Period; provided, that nothing in this Agreement shall prevent Breeden Brothers, in its sole discretion, from making a smaller corresponding donation even if the applicable sales amounts have not been reached.

b. At the end of the Promotional Period, Breeden Brothers will calculate the sum of: (a) the number of sold caplets/tablets of Participating Products for which a corresponding donation of Donated Products has not yet been made; plus (b) the number of unsold caplets/tablets of Promotional Products in inventory as of the end of the Promotional Period, and will make a corresponding donation based on such sum as described in Section 1. 

c. Donated Products shall be delivered by Breeden Brothers, at Breeden Brothers expense, to Americares warehouse at 88 Hamilton Avenue, Stamford, CT  06820.  Donated Products shall have minimum dating of 12 months on arrival at the Americares warehouse.  With each donation of Donated Products to Americares during the Promotional Period, Breeden Brothers shall provide an accounting of the available results of the Campaign to date, including a report of the number of caplets/tablets of Participating Products sold to the public and the corresponding number of caplets/tablets of Donated Products to Americares.  Breeden Brothers shall provide Americares with a final accounting within 30 days of the end of the Campaign, certified to be accurate by an officer of Breeden Brothers.  Within 90 days of the end of the Campaign, Breeden Brothers shall ensure that any Donated Products still owed to Americares are delivered to, or picked up, by Americares.

5. Compliance with Applicable Law.  This Campaign is subject to all applicable U.S. laws, statutes and regulations, including, without limitation, Title 43, chapter 17 of the Georgia Code, Section 7:28 of the New Hampshire Revised Statutes, and the New Jersey Charitable Registration and Investigation Act (N.J. Stat. § 45:17A-18 et seq.) and any rules adopted pursuant thereto.  Americares’ registration number in South Carolina is P3715. Each party will be responsible for complying, at its own expense, with all requirements imposed by law or regulation on each of them individually as a result of their respective roles in the Campaign.

8. Governing Law.  This Agreement will be governed by the laws of the State of Tennessee and all disputes arising out of or relating to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Nashville, Tennessee, regardless of conflicts of law principles.

  • Americares Terms of Co-venture

    A Commercial Co-Venture exists between Americares Foundation Inc. ("Americares") with offices at 88 Hamilton Avenue, Stamford, Connecticut 06902, and Breeden Brothers LLC ("Breeden Brothers") with offices at 533 Church Street, Suite 178, Nashville, TN 37219.  The terms of this commercial co-venture are as follows:

    1. Campaign.  Americares and Breeden Brothers (the "Parties") are engaged in a cause marketing campaign to benefit Americares’ US and/or international aid programs ("Campaign").  The Campaign will be conducted in the United States, at participating retailers, from May 1, 2017 to May 1, 2018 ("Promotional Period").  The Parties may extend the Promotional Period upon mutual written agreement, and each such extension shall be included in the term "Promotional Period".  Each of the products included in the Campaign shall be specially-marked.  For each specially-marked amount of Breeden Brothers over-the-counter (OTC) medication sold to the public at participating retailers during the Promotional Period ("Participating Product(s)"), Breeden Brothers will donate an equivalent amount of OTC medication ("Donated Product(s)") to Americares to support Americares’ US and/or international aid programs.  Americares agrees to seek prior written approval for international distributions of Participating Products.  Specifically, when a consumer purchases a specially-marked amount of dye free ibuprofen 200 mg tablets, an equivalent amount of standard ibuprofen 200 mg tablets will be donated; when a consumer purchases a specially-marked amount of ibuprofen 200 mg softgels, an equivalent amount of standard ibuprofen 200 mg tablets will be donated; when a consumer purchases a specially-marked amount of acetaminophen 500 mg caplets, an equivalent amount of acetaminophen 500 mg caplets will be donated; and when a consumer purchases a specially-marked amount of naproxen sodium 220 mg caplets, an equivalent amount of standard ibuprofen 200 mg tablets will be donated.

    2. Responsibilities of the Parties.  The Parties will conduct this Campaign in accordance with the terms of this Agreement and will not alter any term or condition without obtaining prior approval from the other party, and each party will comply with all laws, rules and regulations applicable to that party and its role in the Campaign.  For avoidance of doubt, Americares shall not, in any way, directly or indirectly, recommend, promote, or in any other manner encourage the use, purchase, sale or referral of any Breeden Brothers Participating Products or Donated Products.

    3. Use of Trademarks and Logos.  Each party grants to the other a limited, non-exclusive license to use the other party’s name and logo ("Licensed Marks") solely in connection with this Campaign.  Each party retains all right, title and interest in and to its respective Licensed Marks.  Each party will present to the other for its prior approval, any and all materials that use the other party’s Licensed Marks.  Such materials or statements must properly represent the terms of the Campaign to the public and be of a high quality consistent with both parties’ outstanding public images.   Neither party’s approval will be unreasonably withheld or delayed.  For avoidance of doubt, Americares Licensed Marks may only be used by Breeden Brothers for promotion of the Campaign, and not for co-branding of Donated Product (i.e. Breeden Brothers cannot represent that Americares is a co-manufacturer of the Donated Product).   Americares also grants Breeden Brothers permission to provide a link to Americares’ website, identified as www.Americares.org.  These rights are granted for the Promotional Period and for any mutually agreed upon extensions thereof. 

    4. Donation.  

    a. At the end of each three-month period (each a "Measurement Period") during the Promotional Period, sales of Participating Products will be tallied.  

    (1) For every 500,000 acetaminophen 500 mg caplets sold during the Measurement Period, Breeden Brothers will make a corresponding donation of 500,000 acetaminophen 500 mg caplets as Donated Products as described in Section 1; and 

    (2) For every 500,000 of the sum of dye free ibuprofen 200 mg tablets plus ibuprofen 200 mg softgels plus naproxen sodium 220 mg caplets sold during the Measurement Period, Breeden Brothers will make a corresponding donation of 500,000 standard ibuprofen 200 mg tablets as described in Section 1.  

    It is understood by both parties that the donations to Americares will be done in 100-count bottles. 

    Such donations will be made within 60 days following the end of each Measurement Period in which the applicable threshold is reached. 

    If, at the end of the Measurement Period, the sales of Participating Products have not reached the amounts stipulated in (1) or (2) above, then there will be no obligation for Breeden Brothers to make a donation for that Measurement Period and the sales tally will carry over to the next Measurement Period; provided, that nothing in this Agreement shall prevent Breeden Brothers, in its sole discretion, from making a smaller corresponding donation even if the applicable sales amounts have not been reached.

    b. At the end of the Promotional Period, Breeden Brothers will calculate the sum of: (a) the number of sold caplets/tablets of Participating Products for which a corresponding donation of Donated Products has not yet been made; plus (b) the number of unsold caplets/tablets of Promotional Products in inventory as of the end of the Promotional Period, and will make a corresponding donation based on such sum as described in Section 1. 

    c. Donated Products shall be delivered by Breeden Brothers, at Breeden Brothers expense, to Americares warehouse at 88 Hamilton Avenue, Stamford, CT  06820.  Donated Products shall have minimum dating of 12 months on arrival at the Americares warehouse.  With each donation of Donated Products to Americares during the Promotional Period, Breeden Brothers shall provide an accounting of the available results of the Campaign to date, including a report of the number of caplets/tablets of Participating Products sold to the public and the corresponding number of caplets/tablets of Donated Products to Americares.  Breeden Brothers shall provide Americares with a final accounting within 30 days of the end of the Campaign, certified to be accurate by an officer of Breeden Brothers.  Within 90 days of the end of the Campaign, Breeden Brothers shall ensure that any Donated Products still owed to Americares are delivered to, or picked up, by Americares.

    5. Compliance with Applicable Law.  This Campaign is subject to all applicable U.S. laws, statutes and regulations, including, without limitation, Title 43, chapter 17 of the Georgia Code, Section 7:28 of the New Hampshire Revised Statutes, and the New Jersey Charitable Registration and Investigation Act (N.J. Stat. § 45:17A-18 et seq.) and any rules adopted pursuant thereto.  Americares’ registration number in South Carolina is P3715. Each party will be responsible for complying, at its own expense, with all requirements imposed by law or regulation on each of them individually as a result of their respective roles in the Campaign.

    8. Governing Law.  This Agreement will be governed by the laws of the State of Tennessee and all disputes arising out of or relating to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Nashville, Tennessee, regardless of conflicts of law principles.


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