Cannabis Business CBD Addendum

CANNABIS BUSINESS CBD ADDENDUM

This Cannabis Business CBD Addendum (the "Addendum") is entered into as of by and between:

WHEREAS

WHEREAS, Company engages in the sale, distribution, or marketing of hemp-derived cannabinoid products and requires certain CBD products and related services from Provider in compliance with applicable law; and

WHEREAS, Provider represents that it is duly licensed where required, possesses the technical capability to produce and test CBD products, and agrees to supply or manufacture CBD products for Company subject to the terms of this Addendum and any existing master agreement between the parties; and

WHEREAS, the parties desire to set forth product specifications, testing, labeling, payment terms, confidentiality, and compliance obligations specific to CBD products to be supplied by Provider to Company.

1. Scope of Work

Provider shall provide the following products and services consistent with the terms of this Addendum and any controlling master services or supply agreement:

Product Types/Models:

Maximum THC concentration for supplied products shall not exceed on a dry weight basis and shall be verified by testing as set forth below.

2. Testing, Labeling and Packaging

a) Laboratory Testing: Provider shall cause each batch of CBD product to be tested by a qualified third-party laboratory for cannabinoid profile, potency, residual solvents, pesticides, heavy metals, and microbial contaminants. Provider shall furnish Certificates of Analysis ("COAs") to Company prior to shipment. Any lot failing to meet agreed specifications shall be rejected and returned at Provider's expense.

b) Labeling and Packaging: Provider shall ensure that all labels and packaging comply with applicable labeling laws and expressly warrant that labels accurately disclose cannabinoid content, net weight, ingredient list, and any required warnings. Company reserves the right to approve label copy prior to production.

3. Payment Terms

Late Fee: Unpaid amounts shall accrue interest at the rate of after following invoice due date. Payment obligations are independent of shipment and shall not be conditioned upon sale to third parties.

4. Term and Termination

Term: This Addendum commences on and continues until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Addendum upon prior written notice to the other party.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure such breach within after receipt of written notice specifying the breach. Termination shall be without prejudice to accrued rights and obligations.

5. Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public business, technical, and product information disclosed by the other party (the "Disclosing Party") in connection with this Addendum. Confidential information shall be used solely for performance under this Addendum and shall not be disclosed except to employees, contractors, counsel, or auditors who need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations do not apply to information that (i) is or becomes publicly known through no breach by Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by Receiving Party without use of Confidential Information; or (iv) is required to be disclosed by law or valid order of a court or governmental authority, provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates to limit disclosure.

Upon termination or expiration of this Addendum, Receiving Party shall, at Disclosing Party's option, return or destroy Confidential Information and certify destruction in writing within .

6. Compliance, Representations and Warranties

Provider represents and warrants that: (a) products supplied under this Addendum will comply with all applicable federal, state, and local laws and regulations governing hemp-derived cannabinoids and CBD; (b) Provider holds all licenses, permits, and certificates necessary to manufacture, test, package, and distribute the products; (c) all products will conform to the specifications, COAs, and labeling requirements described herein; and (d) Provider shall promptly notify Company of any recall, breach of specifications, or regulatory action affecting supplied products.

Company represents that it will not market or distribute products in any jurisdiction where such distribution would violate applicable law, and Company shall comply with all applicable promotion and sale requirements including age restrictions and packaging laws.

7. Insurance and Indemnification

Insurance: Provider shall maintain product liability insurance and general commercial liability insurance in amounts customary for the industry and reasonable for the scope of the work. Evidence of insurance shall be provided to Company upon request.

Indemnification: Provider shall indemnify, defend and hold harmless Company, its officers, directors and affiliates from and against all claims, liabilities, losses, damages, fines and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) breach of Provider's representations or warranties; (b) product defects or contamination; (c) failure to comply with applicable law; or (d) mislabeling of products caused by Provider.

8. Governing Law; Dispute Resolution

This Addendum shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall first attempt to resolve disputes in good faith through senior management negotiations. If unresolved within 30 days, disputes shall be resolved by binding arbitration administered in accordance with the parties' existing agreement or, if none, in the county of the Company's principal place of business.

9. Entire Agreement

This Addendum, together with any existing master agreement between the parties and any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, proposals, and agreements, whether written or oral. In the event of any conflict between this Addendum and the parties' master agreement, the terms of this Addendum shall control to the extent they specifically address CBD product requirements unless the master agreement expressly provides otherwise.

10. Miscellaneous

Assignment: Neither party may assign its rights or obligations under this Addendum without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets provided the assignee assumes the obligations hereunder in writing.

Notices: All notices required or permitted by this Addendum shall be in writing and delivered to the addresses set forth above or to such other address as the receiving party may designate in writing.

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