FOR PROVISION OF AGENT SERVICES
1. PARTIES AND BASIC AGREEMENT.
The following are terms of a legal agreement between the individual or business entity identified below (referred to in this Agreement as “CLIENT”) and Registration & Licensing Systems, Inc., (“RLS”), a Corporation organized under the laws of the State of Maryland in the United States of America (“U.S.”), with its principal office at 1025 Thomas Jefferson Street, NW, Suite 502 East, Washington, DC 20007. CLIENT hereby agrees to retain RLS for the purpose of providing limited administrative services to CLIENT under the conditions set forth below. RLS hereby agrees to provide such services to CLIENT under the conditions set forth below.
2. NATURE OF SERVICES PROVIDED.
a) CLIENT appoints RLS as its Agent-in-Charge for purposes of the food facility registration regulations of the United States Food and Drug Administration (“U.S. FDA”), 21 C.F.R. Part 1, Subpart H (21 C.F.R. § 1.225 et seq.) and authorizes RLS to register CLIENT’s facility or facilities with U.S. FDA using information supplied by CLIENT.
b) RLS will provide to CLIENT the following services in connection with U.S. FDA’s food facility registration regulations:
i. if desired by CLIENT, assist CLIENT in registering its facility or facilities with U.S. FDA by submitting to U.S. FDA the registration information supplied by CLIENT;
ii. if desired by CLIENT, and if the facility or facilities CLIENT wishes to register are located outside the U.S., serve as CLIENT’s “U.S. Agent” (as that term is defined in U.S. FDA’s regulations) with respect to such facility or facilities;
iii. if desired by CLIENT and requested in the future, assist CLIENT in updating or amending its registration information;
iv. if desired by CLIENT and requested in the future, cancel the registration for CLIENT’s facility or facilities; and
v. if desired by CLIENT and requested, provide confirmation to third parties upon specific request that CLIENT’s facility or facilities are registered with U.S. FDA.
c) In acting as CLIENT’s U.S. Agent, RLS will serve as the communications link between CLIENT and U.S. FDA by forwarding communications from U.S. FDA to CLIENT and vice versa using, to the extent possible, the same means by which it was sent to RLS (e.g., e-mail, mail). RLS will use its best efforts to forward all communications from U.S. FDA to CLIENT and vice versa within two (2) business days (excluding weekends and U.S. federal holidays) after receipt by RLS.
d) Other than the services listed in paragraphs 2(b) and (c), RLS will not provide any legal, technical, consulting, regulatory, or other services of any kind to CLIENT.
CLIENT certifies that all registration information supplied to RLS shall be truthful, accurate, and not misleading.
4. LIMITATION OF LIABILITY.
a) RLS shall not be held liable for any action taken or omitted under this Agreement so long as RLS shall have acted in good faith and without gross negligence or willful misconduct.
b) RLS has no obligation to, and will not, verify the underlying correctness of:
i. registration information, registration update or amendment information, or registration cancellation information supplied by CLIENT; and
ii. any other information supplied by CLIENT for transmission to U.S. FDA.
c) RLS shall have no liability to CLIENT or any other individual or business entity in the event that CLIENT, for any reason, provides to RLS inaccurate, incomplete, or misleading information for registration of CLIENT’s facility or facilities or for transmission to U.S. FDA.
d) RLS is not responsible for circumstances beyond its reasonable control, including, but not limited to, lost mail, e-mail failures, acts of war, and acts of nature.
e) RLS shall not be liable for any indirect, special, or consequential damages, even if advised of the possibility that such damages may arise.
a) The scope and effect of this Agreement shall be limited to the appointment of RLS as Agent for CLIENT for the limited administrative purpose of establishing, amending, and/or canceling CLIENT's facility registration(s) with the U.S. FDA, and the provision of services related thereto by RLS to CLIENT, each in accordance with the terms of this Agreement.
b) This Agreement shall not be construed to create a general agency or to empower RLS to act for CLIENT with respect to any matters not expressly provided for in this Agreement.
a) All fees are payable in advance in U.S. dollars.
b) RLS reserves the right to increase its fees, with sixty (60) calendar days notice to CLIENT.
c) Fees paid are not refundable.
7. EFFECTIVE DATE.
This Agreement shall become effective at the time that CLIENT uses any RLS service, or the date CLIENT’s payment for services is received by RLS, whichever is later.
8. TERM OF AGREEMENT.
This Agreement shall be effective for one (1) calendar year.
a) RLS may provide notice and opportunity for renewal to CLIENT sixty (60) calendar days before the term of this Agreement expires. If renewal and payment are not received by RLS within thirty (30) calendar days after the end of the term of this Agreement, RLS will notify CLIENT and U.S. FDA that it no longer serves as the CLIENT’s U.S. Agent for purposes of U.S. FDA’s food facility registration regulations. Thereafter, RLS will not provide any services to CLIENT, and will not forward any communications between U.S. FDA and CLIENT unless and until this Agreement is reactivated.
b) RLS reserves the right not to offer renewal, with sixty (60) calendar days written notice to CLIENT.
a) This Agreement will be deemed for all purposes to have been made and entered into in the U.S. in the District of Columbia. All questions concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties hereto will be governed by the laws of the District of Columbia.
b) Each of the parties hereto irrevocably consents to the jurisdiction of the courts of the District of Columbia and of any U.S. Federal courts located in the District of Columbia in connection with any action, suit, or proceeding arising out of or relating to this Agreement or any act taken or omitted hereunder.
RLS will maintain as confidential all information provided by CLIENT pursuant to this Agreement, and all communications between U.S. FDA and CLIENT, except as agreed to separately. However, this provision shall not apply to any information which is or becomes available in the public domain through no fault of RLS, or any information which RLS is required to produce to a court, administrative agency, or private party pursuant to a legally enforceable subpoena or similar order.
CLIENT agrees to indemnify and hold harmless RLS from all claims, damages, losses, costs, and expenses which may be incurred by RLS (including any third party claims against RLS involving CLIENT, CLIENT’s products, or both) in any way relating to RLS’s provision of services, except if such losses, costs, and expenses are incurred by RLS as a result of RLS’s gross negligence or willful misconduct.
13. USE OF NAME.
Neither CLIENT nor RLS shall use the name or logo of the other in any publicity releases, solicitations, promotional materials, or advertisements without the prior written approval of the other.
Neither CLIENT nor RLS may assign this Agreement without the prior written approval of the other.
15. AUTHORITY TO SIGN.
If CLIENT is a business entity, the individual entering into this Agreement on behalf of CLIENT states that he or she has the authority to do so.
- Assist in the Registration of a Food Facility - US$399.00 per facility
- Serve as U.S Agent for a Foreign Facility - US$225.00 per facility
- Amendment to registration information - US$50.00 per facility
- Cancellation of registration - US$50.00 per facility
Payments may be made by credit card, wire transfer, or check. Payments made by wire transfer or check will not be submitted until funds have been received.
For wire transfers, please give the following information to your bank:
ABA Routing Number: 055003308
Branch Banking and Trust Company
6901 Laurel-Bowie Road
Bowie, Maryland 20715 USA
Account Number: 0005155435307
Registration and Licensing Systems, Inc.
12220 Maycheck Lane
Bowie, Maryland 20715
You must include the transaction number with your wire transfer or you will not receive credit for this payment!
Upon receipt of funds, RLS will send this information to FDA for approval and issuance of your Registration Number. You will receive an email confirmation of this transaction.