Miscellaneous MMJ Document

MISCELLANEOUS MMJ DOCUMENT

Parties

This Agreement is entered into as of (Effective Date) by and between:

Client and Provider are each a "Party" and together the "Parties." The Parties represent that they have authority to enter into this Agreement and to bind the entities they represent.

Recitals

WHEREAS, Client is engaged in the business of lawfully cultivating, processing, distributing, or otherwise dealing in cannabis products in compliance with applicable state law and seeks certain services from Provider; and

WHEREAS, Provider has specialized experience, skills, and capacity to perform the services described in this Agreement and agrees to provide such services under the terms set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows.

Scope of Work

Provider shall perform the services described below. Provider shall furnish all labor, materials, equipment, supervision and other items necessary to complete the work in a competent and professional manner consistent with industry standards.

Payment Terms

As full compensation for the services performed under this Agreement, Client shall pay Provider the amounts and according to the schedule set forth below. Provider shall submit invoices in accordance with the payment schedule. All amounts are payable in lawful currency.

All payments not received when due shall bear interest at the rate specified above and Client agrees to reimburse Provider for reasonable collection costs, including attorneys' fees, incurred in enforcing payment obligations. Taxes are the responsibility of the party required by applicable law to collect or pay such taxes.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either Party may terminate this Agreement for material breach by the other Party if the breach is not cured within the notice period specified above after receipt of written notice. Either Party may terminate without cause upon prior written notice as set forth above. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred prior to the effective date of termination.

Confidentiality

Each Party (the Receiving Party) shall hold in strict confidence all non-public, proprietary, or confidential information disclosed by the other Party (the Disclosing Party) and shall not disclose such information to any third party except as expressly permitted by this Agreement or required by law. Confidential information does not include information that is or becomes publicly available other than by breach of this Agreement, that was rightfully known to the Receiving Party prior to disclosure, or that is independently developed by the Receiving Party without use of the Disclosing Party's confidential information.

Upon termination or upon request, the Receiving Party shall promptly return or destroy the Disclosing Party's confidential materials and certify in writing that it has done so, except to the extent retention is required by applicable law or for archival backup where access is restricted.

Compliance; Representations

Each Party represents and warrants that it will comply with all applicable federal, state and local laws, regulations, and licensing requirements applicable to its performance under this Agreement, including those specific to the cultivation, handling, transportation, distribution, or sale of cannabis or cannabis-derived products. Provider shall maintain all required permits, licenses, and insurance and shall perform services in accordance with applicable industry standards.

Indemnification and Limitation of Liability

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from the indemnifying Party's negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that jurisdiction for any dispute arising out of this Agreement.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, representations, and understandings. Any modifications or amendments to this Agreement must be in writing and signed by authorized representatives of both Parties.

Miscellaneous

If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except to a successor in interest in connection with a merger or sale of substantially all assets.

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