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FDA Agents Inc.

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U.S. Agent and Registration of Food Facilities Worldwide
for the United States Food and Drug Administration

Terms of Registration Agreement
for the United States Food and Drug Administration

This Terms of this Registration Services Agreement (the "Agreement") constitutes the terms under which FDA AGENTS, INC. (the "Agent") will provide registration services for the domestic food facility being registered with the FDA (the "Customer"). Agent is a Nevada corporation authorized by Customer to register Customer with the U.S. Food and Drug Administration (the "FDA") per FDA Regulations and the Public Health Security and Bioterrorism Preparedness and Response Act of 2002, Section 305 (the "Law"). Customer is a food facility required by the Law to register with the U.S. Food and Drug Administration (the "FDA"). The "Effective Date" of this Agreement shall be that date on which all payments due to Agent under Section 5 below have been paid.

In consideration of the terms, conditions and promises shown below, Agent and Customer agree:

1. Appointment as U.S.Agent and FDA Registration: On behalf of and for the benefit of Customer, Agent will register Customer with the FDA as required by the Law. Customer agrees to (i) give Agent all information necessary for Agent to complete its duties under this Agreement, (ii) cooperate fully with Agent in the performance of Agent's duties, and (iii) pay to Agent the fee shown in Section 5 below.
2. Completion of Agent's Duties: Agent's duties shall be completed by Agent's procurement and delivery to Customer of a Registration Number obtained from the FDA for Customer's Food Facility.
3. Specific Duties of Agent: To complete Agent's duties under the Law and this Agreement, Agent shall:
• Complete and submit to the FDA a properly completed registration form entitled FDA Food Facility Registration Form, FDA Form Number 3537 the ("Form"), with all information as provided by Customer, including Customer's appointment of Agent as its U.S. Agent and Agent's consent to serve as Customer's U.S. Agent;
• Upon receipt of proof from the FDA of the completed FDA registration, transmit proof of registration to Customer and Customer's new FDA Registration Number;
• In the event Customer has requested Agent to amend or modify any item on the Registration Form, and upon payment of Agent's fee to amend the Registration Form, submit to the FDA a written notification of any change to Customer's facility or to the information previously provided to the FDA by the Customer in its Form, as required by the Law (for example, a change of location, ownership, name, or type of product produced by Customer's facility), all as requested by Customer in writing;
4. Specific Duties of Customer: In order for Agent to properly perform its duties for the benefit of Customer per this Agreement, Customer shall accurately and fully complete the Form, including any revisions or modifications as might be required for the FDA to approve the Form.
5. Charges for FDA Representation. In consideration of Agent performing its duties described in Section 3 above, Customer shall pay Agent the fee as shown on the Payment's Page for each separate registration Customer is making for each Food Facility. Customer agrees that this fee is fully earned and non-refundable upon the FDA issuing Customer's Registration Number.
6. Confidentiality. Agent specifically agrees to maintain all information received from Customer, including all information included on the Form (hereinafter collectively "Customer Information") confidential, and shall not reveal or disclose any Customer Information to any other person, company, broker, or any other third party entity, without the express written consent of Customer, except to the FDA or pursuant to governmental regulation or court order.
7. Exclusions from Agent's Duties. Customer agrees that except for the items specifically set forth in Section 3. above, Agent has no additional duties or responsibilities on behalf of Client, including without limitation:
• any duty whatsoever concerning any violation, deficiency, or other matter pertaining to the production, storage, transport, or importation of any food products into the United States;
• any notification made or required to be made or documentation required to be maintained by or on behalf of Customer (and its brokers and agents) for or to the FDA, the United States Customs Department or any other governmental agency;
• any additional duties beyond those required to be furnished by the Law on the Effective Date.
8. Limitation of Liability. To the maximum extent allowed by law, Agent shall not be liable for a return of Agent's fee, or for any incidental, consequential or punitive damages, whether foreseen or unforeseen, arising out of or related to, directly or indirectly, (a) proceedings to terminate Customer's FDA Registration, or (b) for any other reason not directly due to the breach by Agent of any of its duties under this Agreement. In no event shall Agent's liability to Customer or any other entities, whether such action is in contract or in tort, or arising out of or related to, directly or indirectly, the Customer-Agent relationship, be greater than Agent's fee that was paid by Customer under Section 5 above.
9. Method and Addresses for Notices: Any notice or other written communication shall only be effective if delivered as follows:
• If by Land/Air Mail Service:
• If to Agent, then to the Mailing Address set forth on the Contact Page of Agent's website (www.fdaagents.com);
• If to Customer, then to the Mailing Address set forth on the FDA Form.
• If by Fax/Facsimile:
  • If to Agent, then to: +1 858-488-2615 (USA)
  • If to Customer, then to the fax number set forth on the FDA Registration Form.
• If by Internet/E-mail:
  • If to Agent, then to legal@fdaagents.com
  • If to Customer, then to the E-mail address set forth on the FDA Registration Form.
10. Miscellaneous.
• Place of Performance. This Agreement is entered into in the State of Nevada, United States of America. Agent's services performed per this Agreement will be performed and completed in the State of Nevada, United States of America. Any action based on this Agreement shall be brought in the City of Las Vegas, State of Nevada, USA.
• Choice of Law. This Agreement will be governed under the laws of the State of Nevada, United States of America.
• Defend and Indemnify. In the event any proceedings, claims, actions or judgments (judicial or otherwise) are brought or threatened against Agent, its employees, officers, directors, shareholders or independent contractors, arising out of or related to, directly or indirectly, this Agreement or the duties of the parties under this Agreement or under the Law, including due to the actions or inactions of Customer, including the accuracy and truthfulness of all items and information included by Customer on the Registration Form (collectively "Claims"), Customer agrees to and shall defend, indemnify and hold Agent, its employees, officers, directors, shareholders and independent contractors harmless from such Claims, including the reasonable legal fees and costs incurred by those indemnitees in defending against or paying any such Claims. This defense and indemnity will survive the termination of this Agreement.
• Authority. The persons signing this Agreement warrant that they have the legal authority to sign on behalf of the person or entity being signed for.
• Modification. This Agreement may not be modified or amended, except by a written agreement specifically reciting this Agreement and specifying the modifications.
• Entire Agreement. This written Agreement includes the entire agreement between Agent and Customer, and no other prior, contemporaneous, or verbal or written agreement shall have any effectiveness, or be deemed valid, as between the parties. Customer warrants that it has reviewed this Agreement and understands its terms.
• Electronic Acceptance. Customer's agreement to this Agreement shall be shown by Customer clicking the "Customer Agrees and Accepts" button shown on the Payment Page. Agent's agreement to this Agreement is shown by acceptance of Customer's payment set forth in Section 5 above.

[END OF FDA REGISTRATION AGREEMENT]