Terms and Conditions to Forrest E. Mars Jr. Chocolate History Grant Application

These terms and conditions (this “Agreement”) is entered into between Mars Wrigley Confectionery US, LLC on behalf of itself, its parents, and its affiliates (“Mars”) and the winner (“You” or “Your”) of the grant Forrest E. Mars Jr. Chocolate History Grant Application (“Grant Application”) and is effective as of the date that You are notified in writing that You are the winner of the grant (“Effective Date”). Mars and You are referred to individually as a “party” or collectively as the “parties”.

  1. GRANT AMOUNT.  Mars will pay You the total grant amount (“Funds”) within ninety (90) days of the grant winner announcements.
  2. REPORTING. A presentation showing the results of Your grant proposal is to be presented at the subsequent meeting of the Heritage Chocolate Society (Date TBD). You are requested to attend the meeting but factors that may make it impractical to attend will be taken into consideration and an alternate plan for presenting will be determined by both parties. The format and duration of the presentation will be communicated in a time that allows for You to create Your presentation. Please notify Your contact with AMERICAN HERITAGE® Chocolate if additional time is needed to add or modify any targets or milestones. Mars must approve any such changes in writing.
  3. USE OF FUNDS. Funds must be used for the purposes described in the project set forth in Your Grant Application (“Project”). Any changes or alterations must be approved by Mars. Funds must be used only as listed under the budget section of the Grant Application. You may not use the Funds for any purpose other than the Project. You may not use the Funds to reimburse any expenses You incurred prior to the Effective Date. At Mars’ request, You will repay any portion of the Funds used or committed in material breach of this Agreement, as determined by Mars in its discretion.
  4. INTELLECTUAL PROPERTY. You acknowledge that Mars’ name, trademarks, copyrights, logos, and insignia are owned by Mars or its affiliates (“Mars Proprietary Marks”) and that You shall have no right to use such Mars Proprietary Marks, without the written consent of Mars. You will not acquire any rights of any nature in the trademarks or goodwill therein as a result of Your use of the Mars Proprietary Marks pursuant to this Agreement, and all use of the Mars Proprietary Marks by You shall inure to the benefit of Mars.
  5. Mars’ PROPERTY.  You will take reasonable care of all items belonging to or made available by or on behalf of Mars, including, but not limited to, all materials containing Mars Proprietary Marks and Confidential Information belonging to Mars.  Immediately upon Mars’ request and promptly upon termination or expiration of this Agreement, You will deliver all such items to Mars; provided, however, that You may retain one copy of all materials solely for Your own internal records, such materials to remain subject to the restrictions on use and disclosure contained in the Confidentiality paragraph below.
  6. CONFIDENTIALITY.  From time to time, either party may disclose or make available to the other party, either directly or through one or more third party contractors and suppliers, whether orally or in physical form, confidential or proprietary information concerning the disclosing party and/or its business, products or services including the terms and conditions of this Agreement (together, “Confidential Information”) in connection with the transactions contemplated hereunder.  Each party agrees that during the term of this Agreement and thereafter (a) it will use Confidential Information belonging to the other party solely for the purpose(s) of this Agreement and (b) it will not disclose Confidential Information belonging to the other party to any third party (other than the receiving party’s employees, consultants and/or professional advisors on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein).  For purposes hereof, “Confidential Information” will not include information which the receiving party can establish by convincing written evidence (a) is independently developed by the receiving party without use of or reference to any Confidential Information belonging to the other party as evidenced by appropriate independent written documentation; (b) is acquired by the receiving party from a third-party having the legal right to furnish same to the receiving party; or (c) is at the time in question (whether at disclosure or thereafter) generally known by or available to the public (through no fault of the receiving party).  In the event either party is requested or ordered by a court of competent jurisdiction to disclose Confidential Information belonging to the other party, such party will give the other party immediate notice of such request or order and, at the other party’s request and expense, resist such request or order to the fullest extent permitted by law.  If a final order is by such court, the disclosure of subject Confidential Information will be limited solely to comply with the final order.  Each party will promptly return to the other upon request any or all Confidential Information of the other then in its possession or under its control.  The provisions of this Paragraph 7 will survive the expiration or any termination of this Agreement.
  7. PUBLICITY.  Except as may be otherwise expressly required by law, the parties will not publicly announce or otherwise disclose any term or provision of this Agreement without the express prior written consent of the other party.  The parties will not use any name, logo or mark belonging to the other party or its affiliates in any manner whatsoever (including, but not limited to, publicity releases, marketing materials and customer lists) without the express prior written consent of the other party, except as expressly permitted in this Agreement.
  8. SUBGRANTS AND SUBCONTRACTS. You have the exclusive right to select subgrantees and subcontractors to assist with the Project.
  9. RESPONSIBILITY FOR OTHERS. You are responsible for all acts and omissions of any of Your trustees, directors, officers, employees, subgrantees, subcontractors, contingent workers, agents, and affiliates assisting with the Project and ensuring their compliance with the terms of this Agreement.
  10. RELIANCE. You acknowledge that Mars is relying on the information You provide in reports and during the course of any due diligence conducted prior to the start date and during the term of this Agreement. You represent that Mars may continue to rely on this information and on any additional information You provide regarding activities, progress, and use of the Funds.
  11. TERM. This Agreement commences on the Effective Date and continues until the one year from the Effective Date (“End Date”), unless terminated earlier as provided in this Agreement. Mars, in its discretion, may approve in writing any request by You for a no-cost extension, including amending the End Date and adjusting any affected reporting requirements.
  12. TERMINATION. Mars may modify, suspend, or discontinue any payment of the Funds or terminate this Agreement if: (a) Mars is not reasonably satisfied with Your progress on the Project; (b) there are significant changes to Your leadership or other factors that Mars reasonably believes may threaten the Project’s success; (c) there is a change in Your control; (d) there is a change in Your tax status; or (e) You fail to comply with this Agreement. If the Funds are being used for anything other than as described in the Grant Application or as approved by Mars in writing, You agree to return the Funds in full. The following paragraphs will survive the expiration or any termination of this Agreement: Paragraphs 4, 5, 6, 7, 13, 14, 15, 16, and 17.
  13. RECORD KEEPING AND AUDIT. You will maintain complete and accurate accounting records and copies of any reports submitted to Mars relating to the Project. You will retain such records and reports for two (2) years after the Funds have been fully spent. At Mars’ request, You will make such records and reports available to enable Mars to monitor and evaluate how the Funds have been used or committed. Upon reasonable prior notice and during normal business hours, Mars, or its designated representative(s), will be entitled to examine such books and records for purposes of verifying the Funds paid to You under this Agreement. If any examination reveals that the Funds have not been used in accordance with this Agreement, then You agree to bear all costs and expenses incurred by Mars in connection with the examination and the collection of any such unpaid amounts (including reasonable attorney’s fees and expenses). The full amount of any underpayment of Royalties and related costs and expenses will be due and payable upon demand by Mars.
  14. REPRESENTATIONS AND WARRANTIES.  You hereby represent and warrant to Mars that:
    1. You will perform the Project in a professional and competent manner in strict compliance with all specifications, standards, and descriptions contained in the Grant Application and this Agreement or otherwise mutually agreed upon in writing.
    2. The Project will comply with all applicable federal, state and local laws, rules and regulations.
    3. Any materials produced in accordance with the Project (excluding any use of Mars Proprietary Marks as approved by Mars for use hereunder, as to which use You make no representation or warranty) will not violate or in any way infringe upon any interest or right (contractual, proprietary or other) of any third-party.
    4. You have obtained, or will timely obtain, any and all permits, licenses and third-party consents or approvals necessary in order to perform the Project.
    5. You shall comply at all times with the Code of Conduct of Mars, Incorporated, as amended and in effect from time to time, in respect to the performance of all of its obligations under this Agreement, a current copy of which is set forth in Exhibit A.
    6. You confirm that: (a) You are an entity duly organized or formed, qualified to do business, and in good standing under the laws of the jurisdiction in which You are organized or formed; (b) You are not an individual (i.e., a natural person) or a disregarded entity (e.g., a sole proprietor or sole-owner entity) under U.S. law; (c) You have the right to enter into and fully perform this Agreement; and (d) Your performance will not violate any agreement or obligation between You and any third party. You will notify Mars immediately if any of this changes during the term of this Agreement.
  15. INDEMNIFICATION. You will indemnify, defend, and hold harmless Mars (including, without limitation, its officers, directors, employees, shareholders, affiliates and agents) (“Indemnified Parties”) from and against any and all demands, claims, actions, suits, losses, damages (including property damage, bodily injury, and wrongful death), arbitration and legal proceedings, judgments, settlements, or costs or expenses (including reasonable attorneys’ fees and expenses) (collectively, “Claims”) arising out of or relating to: (a) the acts or omissions, actual or alleged, of You or Your employees, subgrantees, subcontractors, contingent workers, agents, and affiliates in connection with the activities contemplated under this Agreement, (b) Your breach of any representation, warranty or obligation under this Agreement, or (c) any information or material furnished to Mars by You and used by Mars in accordance with this Agreement. You agree that any activities by Mars in connection with the Project, such as its review or proposal of suggested modifications to the Project, will not modify or waive the Mars’ rights under this paragraph. An Indemnified Party may, at its own expense, employ separate counsel to monitor and participate in the defense of any Claims. Your indemnification obligations are limited to the extent permitted or precluded under applicable federal, state or local laws, including federal or state tort claims acts, the Federal Anti-Deficiency Act, state governmental immunity acts, or state constitutions. Nothing in this Agreement will constitute an express or implied waiver of Your governmental and sovereign immunities, if any.
  16. INSURANCE. You will maintain sufficient insurance coverage to adequately cover Your respective obligations under this Agreement in accordance with generally-accepted industry standards and as required by law. You will ensure Your subgrantees and subcontractors maintain insurance coverage consistent with this section. Upon request, You will provide to Mars a copy of Your current certificate of insurance evidencing such coverage.
  17. MISCELLANEOUS.
    1. Notices.  All notices and other communications between the parties which must or may be given pursuant to this Agreement will be deemed to have been sufficiently given when delivered by personal service or sent by recognized overnight courier service or written telecommunication to the addressee party at the following address:

Exhibit A- Supplier Code of Conduct

Our business philosophy, which is deeply rooted in the Mars Five Principles, leads us to work with suppliers who are willing to meet our standards and specifications and are committed to values that are compatible with our own.

Our Supplier Code of Conduct is informed by the International Bill of Human Rights, the principles set forth in the International Labour Organization’s 1998 Declaration on Fundamental Principles and Rights at Work, and the United Nations Guiding Principles on Business and Human Rights.

This document, and related guidance, establishes expectations of Mars’s suppliers with regard to business practices, including their approach to human rights, the environment, and ethical practices aligned with legal requirements, the Mars, Incorporated Human Rights Policy, other relevant Mars policies, and international good practice.

All Mars suppliers, defined as third parties with whom Mars has active commercial relationships for the supply of goods or services, are expected to apply this Supplier Code of Conduct as follows:

 

Child Labor

  • All forms of unlawful employment or exploitation of children are prohibited.
  • No individuals are hired under age 16 or under the legal age of work or compulsory schooling, whichever is higher. This guidance is subject to exceptions recognized by the International Labour Organization.
  • Individuals under 18 years of age are not hired for positions that include hazardous work or that interfere with normal educational activities.
  • Where applicable, child protection measures are in place to ensure that children suffer no harm, exploitation, or abuse as a result of the activities of workers in the workplace or in employer-provided housing or transport.

Compensation & Benefits

  • All legally mandated wages and benefits are provided.
  • Payment is made on time and on at least a monthly basis.
  • Deductions are not taken from pay as punishment.
  • Itemized records are maintained, consistent with this standard, and transparent pay information is provided in a timely manner.
  • Pregnancy, maternity and lactation benefits, including relevant protections, leave, and accommodations, are provided in accordance with the law.

Discrimination

  • Discrimination or harassment in hiring, pay, promotion, or in the workplace on the basis of race, color, sex, national or social origin, religion, age, disability, sexual orientation, marital status, pregnancy status, gender identity or any other status protected by applicable law is prohibited.
  • All forms of abuse or harassment in the workplace is prohibited.

Environment

  • Compliance with applicable environmental laws, particularly with regard to waste, air and water.
  • All required environmental permits for use and disposal of water and waste are obtained.
  • Legal title to or a legal lease for its land is obtained, and there are no indications that the supplier’s right to own or lease that land is contested.

Ethics

  • The supplier complies with all applicable laws, including those pertaining to bribery, corruption, or any type of fraudulent business practice.

Forced Labor

  • All forms of forced labor are prohibited, including any form of prison, trafficked, indentured or bonded labor.
  • Original personal identification and travel documents are not retained, and freedom of movement is not restricted.
  • Workers are not charged or required to pay fees or deposits to obtain or maintain employment. Pay is not withheld, and no conditions are present that constrain a worker’s ability to freely choose employment.
  • Accurate and understandable information regarding the nature of work, compensation, work hours, and benefits is provided in writing in advance of employment.

Freedom of Association

  • The right to join, not join, or form a labor union in accordance with the law is respected without fear of reprisal, intimidation, or harassment.
  • Where workers are represented by a legally recognized union, the supplier is committed to establishing a constructive dialogue with the union’s freely chosen representatives and bargaining in good faith with such representatives.

Health & Safety

  • A safe and hygienic workplace is provided in compliance with the law, and systems are in place to detect and manage potential risks to workers.
  • Workers undertake health and safety training, hazardous materials and chemicals are properly stored, and workers are provided with the appropriate personal protective equipment.
  • Health and hygiene of workers is provided for as relevant at the site, including toilet facilities, access to drinking water and food safety.
  • Unreasonable restrictions are not be placed on workers’ toilet, rest or lactation breaks.
  • Employer-provided housing, transportation and food must be sanitary and safe.

Issue Reporting

  • Workers will be aware of, and have access to, a supplier-provided complaints mechanism that is transparent, responsive, anonymous, unbiased, and confidential through which they can raise questions about or report violations of supplier policies, expectations contained in this Supplier Code of Conduct, other workplace grievances, or legal or ethical violations.
  • Retaliation against workers reporting violations or cooperating in investigations is prohibited.

Work Hours

  • Regular and overtime working hours are in compliance with the law and take into account worker safety, and overtime is voluntary.
  • 24 consecutive hours of rest are provided in every 7 day work period. If allowed by law, 48 consecutive hours of rest in every 14 day work period are permitted.

Mars Code of Conduct

All suppliers to Mars are expected, at a minimum, to comply with applicable laws and regulations. If the Supplier Code of Conduct establishes a higher standard than is required by applicable law, Mars expects its suppliers to apply the Supplier Code of Conduct. Where alignment with the Supplier Code of Conduct could lead to a conflict with or a violation of applicable laws or regulations, the supplier will notify Mars of the situation and explain how it intends to operate in a responsible manner.

Suppliers will have in place appropriate policies, management systems, procedures, and staffing to meet the expectations in the Supplier Code of Conduct. Suppliers will communicate to workers the standards to which the supplier is committed, as well as relevant laws, regulations and protections. Suppliers will notify Mars of any actual or suspected legal infractions, including any legal actions against the supplier by the authorities for violations of human rights, environmental laws, or anti-corruption or bribery laws. Mars reserves the right to request and receive additional information from the supplier with regard to its management of relevant issues.

If Mars suppliers are distributors, brokers, and agents, they are expected to assure that their first-tier suppliers supplying goods for Mars also apply these standards, and to provide this assurance to Mars upon request. Suppliers to Mars are expected to provide these partners with assistance in complying with these expectations as needed.

Suppliers are not permitted to sub-contract the production of goods and services for Mars without first informing Mars in writing and receiving written agreement that this is acceptable to Mars. If Mars has approved sub-contracting, the sub-contracted workplaces are expected to meet the Supplier Code of Conduct expectations.

Suppliers are expected to assure that all vendors providing them with services in their workplace, including the provision of workers, also apply these standards, and to provide this assurance to Mars upon request. Suppliers are expected to provide their vendors with assistance in complying with these expectations as needed.

To identify whether a supplier is in compliance with the Supplier Code of Conduct, Mars reserves the right to request suppliers to complete self-assessments, disclose relevant policies or procedures, or to be subject to announced and unannounced on-site direct and/or third-party audits or evaluations of the supplier’s facilities, including housing provided by the supplier or labor providers, and workplaces to which the supplier has sub-contracted production of Mars-procured products.

Mars reserves the right to audit the operations, records, policies, and procedures of the aforementioned entities and to conduct confidential worker interviews in connection with such audits or evaluations as appropriate and as agreed. Upon request, distributors, brokers and agents supplying to Mars will also provide Mars with access to the workplaces, records, policies, procedures, and workers of their first-tier suppliers. If Mars identifies areas of noncompliance, Mars reserves the right to request suppliers to make the necessary investments in systems and conditions improvements to ensure compliance.

Mars encourages its suppliers to understand, and take appropriate steps to address, human rights, environmental and ethics issues in their supply chains. Upon request, Mars expects its suppliers to share with Mars information regarding their relevant supply chain policies and practices, conditions or risks in their supply chains, and how such conditions or risks are being prevented or addressed. If requested by Mars, suppliers will disclose to Mars information related to their supply chain, including countries of origin of materials used in products supplied to Mars – Mars reserves the right to disclose this information publicly.

Mars, in its sole discretion, reserves the right to not initiate, to suspend or to terminate its relationship with a supplier if the supplier refuses to consent to the Supplier Code of Conduct or to take the appropriate steps to come into compliance with the Supplier Code of Conduct.