This SRA #PreventionToolbox Condom Distribution Site Agreement (“Agreement”) is entered into on the date of signed service agreement (“Agreement Date”) by and between Meae Wellness DBA Syndmeid Response Alliance (“SRA”) and You (“Partner”), herein collectively referred to as “Parties”.
SRA is a program of Meae Wellness, which has an Internal Revenue Service (“IRS”) determination letter of qualification under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) and is classified as a public charity under Code Sections 509(a)(1) and 170(b)(1)(A)(vi).
The SRA is a group of independent organizations committed to fighting and ending epidemics of HIV, STI/STDs, Substance Use Disorder, and Mental Health Treatment Access in Middle Tennessee, with a focus on the Mid-Cumberland Health Region.
Parties wish to form a partnership to increase the availability, accessibility, and acceptability of condoms in our communities.
SRA provides access to condoms, lubricates, and marketing materials to be used for distribution in the community (“Supplies”) as part of a condom distribution program.
Ensure condoms will be stored in a cool dry place at temperatures of 46˚ to 77˚F.
Return expired condoms will be returned to SRA.
Ensure undeterred access and placement of display at agreed upon location.
Provide adequate scheduling for SRA representative(s) to maintain distribution location.
Ensure the staff, volunteers, and others agents of my organization will not knowingly furnish Supplies for redistribution outside of the State of Tennessee.
Ensure information on the proper use of condoms and HIV / STI Prevention, including PrEP and Treatment as Prevention as provided by SRA is made available.
Encourage the use and positive conversation regarding use of condoms, HIV / STI Prevention methods, and sexual wellness.
Refer clients or potential partners seeking more information about condom use, HIV / STI Prevention, substanceuse disorder, or sexual wellness to the SRA Information Hotline.
Cooperate with SRA in providing market appropriate promotional material related to the program.
Ensure privacy and confidentiality of participation of clients is upheld at all times.
Ensure display and all items provided through this program (“Supplies”) are protected from damage, intentional or otherwise.
Partner understands that any display fixtures provided by SRA remain the property of SRA, and if damaged, lost, or stolen, Partner agrees that a maximum of two-hundred fifty dollar ($250) fee will be assessed for replacement.
Have Condom Distribution location information shared publicly available by an online database by SRA and other condom distribution locator services.
Regularly maintain and restock Supplies at location according to data received by Partner..
Collect data related to inventory and observational information pertinent to program.
Provide training opportunities to Partner staff and management.
Provide written receipt of “In Kind Donation” to Partner in the amount of one hundred dollars ($100) per year for use of Partner space.
Supplies will be provided free of any charge, without restriction of age, and without any requirement or obligation on the part of those persons to whom is provided these items.
Supplies will be distributed solely within the State of Tennessee.
No compensation shall be requested or required for participation in the program.
There are no Supplies or client quota or quantity requirements of Partner.
Notices. All notices or reports under this Agreement shall be addressed as follows:
To SRA: SRA,℅ Meae Wellness, 2918 Heatherfield Drive, Woodlawn, TN 37191, compliance@sra.contact, Phone: (931) 820-0265 To Partner: Notice to Partner will be served to the then current address as on file. Such addresses may be changed by written notice or email notice given by such party to the other or by other form of notice agreed to by the parties.
Term. The agreement shall commence as of Agreement Date, first stated above and be valid until December 31 of the same year.
Termination. Either party may terminate this Agreement without cause by giving thirty (30) days’ written notice to the other party.
Relationship of the Parties. Nothing in this Agreement shall constitute the naming of either party hereto as an agent or legal representative of the other party for any purpose whatsoever except as specifically and to the extent set forth herein. This Agreement shall not be deemed to create any relationship of agency, employment, partnership, or joint venture between the parties hereto and the Parties shall make no such representation to anyone. It is the intention of the parties that all employees, contractors, and advisors for a Party will be employed or engaged directly by that specific Party..
Mutual Indemnification. Each Party shall indemnify, defend and hold harmless the other Party and its Affiliates, and their respective directors, officers, employees and agents (each, an “Indemnified Party”), from and against all losses, liabilities, damages, settlements, claims, actions, suits, penalties, fines, costs or expenses (including reasonable attorneys’ fees, experts’ fees and other costs of investigation or defence at any stage of the proceedings) to the extent relating to a Third Party claim, action or demand (any of the foregoing, a “Loss”) arising out of or resulting from:
the negligence, recklessness or intentional acts or omissions of the Indemnifying Party or its Affiliates, and their respective directors, officers, employees and agents with respect to this Agreement and the transactions contemplated hereby; and;
any breach of a representation or warranty of the indemnifying Party hereunder;
except to the extent such Third Party claim, action or demand set forth in (A) — (B) above arose or resulted from the negligence, recklessness or intentional acts or omissions of the Indemnified Party or its Affiliates, and their respective directors, officers, employees and agents or the breach of any of the Indemnified Party’s warranties in this Agreement.
Headings. The headings and titles to the Clauses of this Agreement are inserted for convenience only and shall not be deemed a part hereof or affect the construction or interpretation of any provision herein.
Dispute Resolution. In the event of a dispute under this Agreement, Sponsor and the Grantee shall make a good faith effort to resolve such dispute cooperatively before seeking to resolve any dispute by arbitration or otherwise proceeding with any remedy available at law or in equity.
Choice of Forum. The parties agree that the courts of Montgomery County are the mandatory, exclusive venue for actions relating to this Agreement. The parties also agree that Montgomery County is a convenient forum, and that all court proceedings shall be filed in Montgomery County and in no other forum.
Consent to Jurisdiction. For all purposes related to this Agreement, the parties hereby consent to personal jurisdiction in the state courts in and for the state of Tennessee.
Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof; it supersedes any prior agreements and understandings between the parties as to such matters, oral or written, all of which are hereby cancelled.
Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the state of Tennessee.
Severability. Each provision of this Agreement shall be separately enforceable, and the invalidity of one provision shall not affect the validity or enforceability of any other provision.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
Attorneys’ Fees. In the event of any controversy, claim, or dispute between the parties arising out of or related to this Agreement, or the alleged breach thereof, the prevailing party shall, in addition to any other relief, be entitled to recover its reasonable attorneys’ fees and costs of sustaining its position.