Cannabis Business Agreement

CANNABIS BUSINESS AGREEMENT

This Cannabis Business Agreement (the "Agreement") is entered into as of the day of , by and between Party A: , with principal business address at ; and Party B: , with principal business address at .

RECITALS

WHEREAS, Party A and Party B desire to enter into a business arrangement to engage in the cultivation, processing, distribution, and sale of cannabis and cannabis-related products (collectively, the "Business") in compliance with applicable laws and regulations; and

WHEREAS, the parties intend to set forth their respective rights and obligations with respect to ownership, capital contributions, management, compliance, and allocation of profits and losses arising from the Business; and

WHEREAS, the parties desire that the Business operate under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

Capitalized terms not otherwise defined in the text shall have the following meanings: "Applicable Law" means all federal, state and local statutes, regulations, administrative rules, licenses and orders applicable to the Business; "Licensed Premises" means the real property from which cannabis activities will be conducted as identified in the Business Plan; "Business Plan" means the written plan describing operations, products, and compliance programs attached as Exhibit A and incorporated herein.

2. PURPOSE

The parties shall collaborate to operate the Business for the purpose of cultivating, processing, testing, packaging, transporting, and selling cannabis and cannabis products within the scope authorized by applicable licensing authorities. The specific permitted activities are described in the Business Plan.

3. TERM

This Agreement shall commence on the effective date set forth above and shall continue in effect for an initial period of years unless earlier terminated in accordance with Section 14. Thereafter, the Agreement shall automatically renew for successive one-year terms unless a party provides written notice of non-renewal at least days prior to the then-current term expiration.

4. CAPITAL CONTRIBUTIONS AND OWNERSHIP

Each party's initial capital contribution, ownership percentage, and form of contribution shall be set forth below. Additional contributions shall be made only with the mutual written consent of the parties.

5. MANAGEMENT AND CONTROL

Management authority shall be vested in a Management Committee comprised of representatives designated by each party. Routine operational decisions shall be made by majority vote of the Management Committee. Major decisions including but not limited to amendments to the Business Plan, capital calls in excess of , sale of substantially all assets, or dissolution of the Business require unanimous written consent of the parties.

6. COMPLIANCE WITH CANNABIS LAWS

Each party represents, warrants, and covenants that it shall comply with all Applicable Law governing cannabis activities, including licensing, security, inventory control, seed-to-sale tracking, testing, packaging, labeling, advertising, patient privacy, and taxation. The parties shall maintain and implement a compliance program reasonably designed to ensure ongoing compliance and shall cooperate in responding to regulatory inquiries or inspections.

7. LICENSES AND PERMITS

The parties shall use commercially reasonable efforts to obtain and maintain all licenses, permits and approvals necessary for the lawful conduct of the Business. Costs associated with obtaining and renewing such authorizations shall be borne as follows:

8. RECORDS, ACCOUNTING AND TAXES

Accurate books and records shall be maintained in accordance with generally accepted accounting principles consistently applied. The fiscal year shall end on . Annual financial statements shall be prepared within days after fiscal year end and delivered to both parties. Each party shall be responsible for its own tax liabilities; the parties shall cooperate in filing tax returns and in providing necessary tax information.

9. CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to third parties any non-public business, technical or financial information of the other party disclosed in connection with the Business (the "Confidential Information"), except as required by Applicable Law or with prior written consent. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement.

10. INTELLECTUAL PROPERTY

Any trademarks, trade names, logos, copyrights, or inventions developed exclusively for the Business shall be owned by the Business unless otherwise agreed in writing. Parties grant each other a non-exclusive, royalty-free license to use pre-existing intellectual property solely to the extent necessary for the operation of the Business.

11. INDEMNIFICATION

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against all claims, liabilities, losses, damages, penalties, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnitor's breach of this Agreement, willful misconduct, gross negligence, or violation of Applicable Law in connection with the Business.

12. INSURANCE

The parties shall maintain policies of insurance customary for businesses of similar size and risk profile, including general liability, product liability, and property insurance, with minimum limits of per occurrence. Each party shall provide certificates of insurance to the other upon request.

13. AUDIT AND INSPECTION

Either party shall have the right, upon reasonable prior notice and during regular business hours, to inspect and copy the Business records and books maintained by the other party relating to the Business for legitimate audit, regulatory, or tax purposes. Any such inspection shall be conducted at the requesting party's expense unless material noncompliance is uncovered.

14. TERMINATION

This Agreement may be terminated (a) by mutual written consent of the parties; (b) by either party upon material breach by the other party that remains uncured for a period of days after written notice; or (c) automatically upon revocation of a material license required for the Business where replacement license cannot be obtained within a commercially reasonable time.

15. EFFECTS OF TERMINATION

Upon termination, the parties shall wind down operations in an orderly manner and comply with all Applicable Law regarding disposition or transfer of inventory, records, and licenses. Final accounting and distribution of remaining assets, if any, shall be made in accordance with ownership percentages after payment of debts, liabilities and winding costs.

16. DISPUTE RESOLUTION

The parties shall attempt in good faith to resolve disputes through negotiation. If negotiation fails, disputes shall first be submitted to non-binding mediation. If mediation does not resolve the dispute, the parties agree to submit the dispute to binding arbitration administered in accordance with the parties' agreement to arbitrate. Judgment upon the arbitration award may be entered in any court of competent jurisdiction.

17. NOTICES

All notices, demands and communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or by nationally recognized overnight courier to the addresses set forth below or such other address as a party designates by notice.

18. AMENDMENT AND WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the parties. A waiver of any breach shall not operate or be construed as a waiver of any subsequent breach.

19. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures and delivery by electronic transmission shall be effective as originals.

20. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of laws principles. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement, together with the Business Plan and any exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

21. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has the full power and authority to enter into and perform this Agreement; (b) the execution and performance of this Agreement will not violate any material agreement or Applicable Law; and (c) all information provided to the other party in connection with this Agreement is true and correct in all material respects.

22. MISCELLANEOUS

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. The parties agree to execute such further instruments and take such further actions as may be reasonably necessary to carry out the intent of this Agreement.

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