MOU - Between DCSD & Goodr Inc. 08.22.2024

                                Memorandum of Understanding

This Memorandum of Understanding (MOU) sets for the terms and understanding between the
Goodr Inc. (“Goodr”) with an address of 384 Northwards Blvd. Building 100 Atlanta, GA
30313 and Dekalb County Schools (the “Store Partner”) with an address of
________________________ to build a free in-school grocery store (“Goodr Grocery Store”)
sponsored by _____________________ (the “Sponsor”). This MOU will outline the goals and
understandings of the Goodr Grocery Store and the partnership between Goodr, Inc. and the
Store Partner.

Background
Since 2017 Goodr has been focused on ending hunger and reducing food waste in communities
across the United States. After years of producing free Pop-Up Grocery Markets to address
fresh food access in food deserts across the country, Goodr opened its first free-standing grocery
store in September 2021. Now, Goodr has joined forces with the Sponsor to bring a Goodr
Grocery Store to the Store Partner.

Purpose
Goodr will handle the planning, building, initial stocking, and providing of resources defined in
the agreement between sponsor and Goodr for the store throughout the year. The Sponsor will
make a consistent impact in the community by sponsoring the Goodr Grocery Store in the Store
Partner’s location. Families will be able to conveniently receive groceries, beverages, and more,
at no cost.

Store Champion
The Store Partner will be responsible for providing a Store Champion to support the store,
supervise visits, provide updates on inventory as needed, and communicate to Goodr. We
recommend inventory updates be provided on a weekly basis. The Store Champion will also be
the main point of contact for activities outside of managing visits are needed. Examples of
additional activities include receiving grocery deliveries, stocking shelves, and repair and
maintenance coordination as needed.

Registration
Goodr will create an online registration portal that families will use to sign-up prior to visiting
the store. The store will be available for registration during hours set by the Store Partner and
Store Champion. Once the recipient registers, the Store Champion will receive an email alert
including the date and time of the recipient’s visit. The Store Champion will ensure that the
recipient has access to the store during their visit.

Space Requirements
Goodr recommends the space provided for the Goodr Grocery Store to be between 200 and 300
square feet in size with lighting, walls, floors, access to three-prong electricity sockets, and
other standard features of a space ready to be set up for a Goodr Grocery Store.
Setup of the Space
The Goodr Grocery Stores are given customized branding/logo design and are outfitted with
shelving, refrigeration, overflow storage options, and closed storage options, if required.
Cosmetic enhancements occur after a full assessment of existing conditions, which can include
wall paint, logo graphics, flooring, or wayfinding and directional signage.

Funding
The First Year of the Goodr Grocery Store is to be funded in its entirety by The Sponsor. While
we cannot guarantee continued funding, with success of impact, we are hopeful The Sponsor will
continue to fund the Goodr Grocery Store after the first year. The funding is for both the initial
setup and providing groceries. Post the initial year, if The Sponsor does not continue to fund the
store, Goodr will provide the school with information needed to continue to fund the store moving
forward and will assist with any attempts to find alternative sponsors.

Indemnification.
Goodr and the Store Partner shall indemnify and hold each other harmless, including its
subsidiaries and affiliates and each of their respective officers, employees, members, directors,
managers, shareholders, agents, representatives and affiliates, from and against any and all
claims, damages, causes of action, judgments, liens, losses and costs and liabilities including,
without limitation, reasonable attorneys ’fees and other litigation expenses arising from either
Goodr of the Store Partner’s acts, omissions or breach of this Agreement except to the extent that
such damages, claims, losses and judgments and costs incident thereto are caused by the
negligence or intentional misconduct of any party seeking indemnification hereunder.

Term
This MOU may be modified in writing by mutual consent of authorized officials from the Store
Partner and Goodr, Inc. This MOU shall become effective upon the date of signature by the
authorized officials from Goodr, Inc. and The Store Partner and will remain in effect for one
year after the Goodr Grocery Store is opened, unless modified or terminated via mutual consent
of the authorized officials. This MOU shall automatically renew at the anniversary of the
effective date each year, unless terminated.

Contact Information
Goodr Point of Contact:
     Goodr, Inc.                                            Store Partner Point of Contact:
     Jasmine Crowe                                          ______________________________
     CEO                                                    ______________________________
     Jasmine@goodr.co                                       ______________________________
                                                            ______________________________



                                   [Signatures on Next Page]
IN WITNESS WHEREOF, Goodr and the Store Partner have executed this Memorandum of
Understanding by their duly authorized representatives as of the Effective Date first written
above.

THE GOODR FOUNDATION
                                                    The Store Partner: ___________________
By: ________________________________
                                                    By: ________________________________
Name: _____________________________
                                                    Name: _____________________________
Title: ______________________________
                                                    Title: ______________________________
Date: ______________________________
                                                    Date: ______________________________