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EXHIBIT A <br />• MEMORANDUM OF UNDERSTANDING AND SITE LICENSE <br />This MEMORANDUM OF UNDERSTANDING AND SITE LICENSE (this "Agreement") is <br />made effective as at [DATE] (the "Effective Date") by and between Rust Belt Riders <br />Composting, LLC, an Ohio limited liability company (the "Company") and Client Name, a <br />[insert business/govemmenUorganiaation type], located at [insert address] (the "Site" and, <br />together with the Company, the "Parties" and each a "Party"). <br />WHEREAS, the Company inns a Food -Scrap Drop -Off Program (as defined below) and desires <br />to collaborate with the Site in its Food -Scrap Drop -Off Program, including through the license <br />described in Section 2; <br />WHEREAS, the Site desires to collaborate with the Company in its Food -Scrap Drop -Off <br />Program (as defined below), including through granting the license described in Section 2; <br />WHEREAS, the Parties desire to set forth in this Agreement the terms of this collaboration to <br />reflect their mutual understanding for the Site to participate in the Food -Scrap Drop -Off Program <br />(as defined below) and establish the license described in Section 2; <br />NOW, THEREFORE in consideration of the premises and the mutual covenants herein <br />• contained, for good and valuable consideration, the receipt and sufficiency of which are hereby <br />acknowledged, the Parties hereto agree as follows: <br />DEFINED TERMS <br />I.1. Bin Location refers to the part of [insert address] where the <br />collection bins are placed, which is mutually agreed upon by the Company <br />and the Site as sustainably serving the needs of the Site and the Food -Scrap <br />Drop -Off Program (as defined below). <br />1.2. Food -Scrap Drop -Off Program refers to the Company's program <br />whereby it places and maintains collection bins on the property of third -parry <br />site hosts and its Members visit the Bin Location to deposit certain <br />compostable materials in the bins on an on-going basis. <br />1.3. Members refers to participants in the Company's Drop -Off <br />Program who may bring certain compostable materials to the Bin Location for <br />disposal. <br />1.4. Term. The tern commences on the Effective Date and continues <br />• until termination by either Parry pursuant to Section 5 below. <br />