1. Term. This Agreement will commence on the Effective Date and shall continue for one (1) year (the “Term”), unless terminated by either Party in accordance with Section 6. This Agreement may be renewed upon mutual written consent of both Parties. 

2. Orders. During the Term, the Seller shall supply to the Buyer the goods in accordance with the Buyer’s purchase orders (each, an “Order”) and any other products as the Parties may otherwise agree (the “Products”). The Buyer may cancel any Order, in whole or in part, upon notice.

3. Price and Payment. The purchase price of the Products is as set forth on the applicable Order. The Buyer shall pay each undisputed invoices within thirty (30) days of receipt.

4. Delivery. The Seller shall be responsible and shall pay for the delivery of Products to the Buyer at its address set forth on the applicable Order (the “Destination Point”). The Seller shall be responsible for preserving and maintaining the Products and their merchantability and usability until receipt by the Buyer. The title to the Products shall pass from the Seller to the Buyer upon delivery to the Buyer’s Destination Point, as specified in the applicable Order. The risks of loss or damage to such Products shall be DAP Destination Point, meaning that such risk shall pass from the Seller to the Buyer upon receipt at the Buyer’s facility designated in the applicable Order. Acceptance of delivery does not constitute acceptance of non-conforming or excess Products, which may be returned at the Seller’s expense. The Seller shall bear all costs of expedited shipment necessary to comply with the Buyer’s required delivery date, unless the necessity was caused solely by the Buyer. In the event of a late shipment, the Buyer may purchase substitute Products and charge the Seller for any reasonable loss incurred.

5. Warranty. The Seller hereby represents and warrants to the Buyer that the Products: (i) do not, and shall not, contain any foreign substance or materials or other chemical materials, in each case, that have been banned by a governmental authority as being carcinogenic or poisonous; (ii) do not infringe upon any patent, trademark, trade secret, or other intellectual property rights of any third party; (ii) are new, suitable for their intended use, and free of any known defects or encumbrances created by or through the Seller at the time of delivery; (iii) substantially conform with any Product specifications contained in the applicable Order, consistent with this Agreement and applicable New Jersey law; and (iv) have been stored, handled, and shipped in a manner that complies with all applicable laws and are reasonably designed to prevent spoilage. The Seller shall employ adequate quality control procedures as mutually agreed on by the Parties to reasonably assure that the Products delivered to the Buyer meet the applicable specifications and the Product descriptions indicated in the applicable Order. The Seller shall conduct testing in accordance with applicable laws and, upon reasonable request, provide to the Buyer a Certificate of Analysis for Products sold to the Buyer. The Seller shall comply with all quality-assurance review requirements as mutually agreed on by the Parties and set forth in applicable laws. If any Products fail to comply with the foregoing warranties, Seller shall be responsible for all costs related thereto and at Buyer’s discretion, promptly repair or replace any non-conforming Products free of charge, or grant Buyer a credit or refund equal to the purchase price of such Products. The foregoing warranties will survive delivery, inspection, acceptance, or use of Products.

6. Termination. This Agreement may be terminated: (i) by the Buyer, upon notice to the Seller if Seller breaches any provision of this Agreement and such default is not cured within five (5) days after notice from the Buyer; (ii) by either Party, if the other Party becomes the subject of any voluntary or involuntary insolvency proceeding, or (iii) by the Buyer, upon 30 days’ notice. Upon termination, the Seller shall provide reasonable transition services and promptly transfer to the Buyer possession of any tooling provided or paid for by the Buyer, as well as any Product specifications and/or drawings.

7. Material Changes. The Seller recognizes the importance of continuity of supply and must obtain the Buyer’s written consent prior to (i) making any changes to the Products, including design, materials, and manufacturing location or processes; (ii) subcontracting any work under this Agreement; and/or (c) refusing to supply any Products.

8. Indemnity. The Seller shall indemnify the Buyer, its suppliers, customers, and licensors, and each of their affiliates, employees, shareholders, directors, and agents, from and against any and all damages, losses, and claims (including attorneys’ fees) arising out of or relating to: (i) any breach of this Agreement (including any representations, warranties, or covenants contained herein) or non-fulfillment of the Seller’s obligations; (ii) any act or omission by the Seller or its agents; (iii) the gross negligence, fraud, or willful misconduct with applicable laws and regulations of the Seller and its employees, affiliates, representatives, shareholders, or officers in the performance of its obligations hereunder or any activities and transactions contemplated herein; (iv) the cultivation, manufacturing, testing, shipping, or sale of the Products (excluding any claim, liability, loss, damage, cost, or expense shown to be attributable to the Buyer’s intentional misconduct or gross negligence); (v) any claims or actions of infringement or misappropriation of any third party’s Intellectual Property (defined below); (vi) any material defects in any Products, including any product liability claim; or (iv) death, bodily injuries, or property damages to purchasers, users, or consumers of the Products resulting or claimed to result, in whole or in part, from the Products.

9. Insurance. The Seller shall maintain, at its own expense, the following insurance policies: (i) Commercial General Liability of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate for bodily injury (including death), personal injury, advertising injury, and property damage arising out of its acts or omissions; (ii) Commercial Automobile Liability of not less than $1,000,000 combined single limit covering all vehicles; and (iii) statutory levels of Worker’s Compensation. Insurers must be acceptable to the Buyer. Material changes in coverage require the Buyer’s written consent. The Seller shall include the Buyer as an additional insured on all required policies. Upon request, the Seller shall provide a certificate evidencing the insurance coverage required. Maintenance of such insurance coverage shall not relieve the Seller of any responsibility under this Agreement for damages in excess of insurance coverage limits or otherwise. Such insurance policy shall provide protection against any and all claims, demands, and causes of action arising out of any defects, alleged or otherwise, of the Products or its use, design, manufacture, labeling, or any material or ingredient incorporated in the Products.

10. Audit and Reporting. During the Term and for three (3) years thereafter, the Seller shall maintain complete and accurate records related to this Agreement, including information about the Products and Product costs, and the Seller shall allow the Buyer or its agents to audit or inspect such records and the Seller’s production facilities. If the Buyer discovers that it has been overcharged, the Seller shall pay the difference and all audit costs within thirty (30) days of the audit. Upon request, the Seller shall promptly provide an accurate and complete report of the Buyer’s purchasing information.

11. Confidentiality. Each Party may obtain information that is of a proprietary or confidential nature of the other Party (“Confidential Information”). The recipient (the “Receiving Party”) shall maintain the confidentiality of all Confidential Information of the provider (the “Disclosing Party”). The Receiving Party shall be responsible for any breach of the obligations of confidentiality and non-use contained herein by its employees and agents. For purposes of this Agreement, “Confidential Information” does not include any information that: (i) is or becomes generally available to the general public (other than through breach of this Section 11); (ii) was known to the Receiving Party prior to its receipt of information from the Disclosing Party; (iii) the Receiving Party obtained from an independent third party that the Receiving Party reasonably believes does not have an obligation of confidentiality to the Disclosing Party; (iv) is independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party; (v) is required to be disclosed pursuant to court order or other similar legal or governmental process (so long as, to the extent legally permissible, the Receiving Party promptly notifies the Disclosing Party in writing prior to any such required disclosure, which notification shall include the nature of the legal requirement and the extent of the required disclosure, and the Receiving Party shall and shall cause its officers, managers, directors, agents, and employees to reasonably cooperate with the Disclosing Party to preserve the confidentiality of such information consistent with applicable law); or (vi) routine disclosures by the Buyer in the normal course of business to the New Jersey Cannabis Regulatory Commission (the “CRC”) or other similar regulatory agencies. Upon the Disclosing Party’s written request, the Receiving Party shall destroy or return all Confidential Information and any copies thereof. The Parties agree that, in addition to any other relief allowed under this Agreement, by law or in equity, the Disclosing Party may seek injunctive relief in any court of competent jurisdiction for any breach of this Section 11. The obligations of confidentiality and non-use contained herein will survive the termination or expiration of this Agreement for a period of three (3) years.

12. Compliance. The Seller shall comply with all applicable laws, rules, regulations, and ordinances (the “Laws”) in the performance of this Agreement, including all CRC and local laws and regulations governing the cultivation, manufacturing, sale, and distribution of cannabis products. The Seller shall be responsible for obtaining any approval, notice, license, or registration required by the Laws, including export licenses and approvals (if applicable). The Seller warrants that it will conduct its business in an ethical and responsible manner and will comply with all applicable anti-corruption and anti-bribery Laws in the performance of this Agreement, including the U.S. Foreign Corrupt Practices Act and similar Laws of the national and local government where the Seller’s facilities are located. The Seller shall comply with the principles contained in of the Buyer’s Code of Business Conduct available at https://www.gtigrows.com/code-of-conduct. 

13. Intellectual Property. The specifications and all other information provided by the Buyer to the Seller or developed by the Seller for the Buyer shall remain the exclusive property of the Buyer, and the Seller agrees not to use any such specifications or other information for the benefit of itself or any third party, including marketing, selling, or otherwise commercially exploiting products containing or using such specifications or other information. The Seller acknowledges that the Buyer owns all rights in the Buyer’s names, trademarks, and service marks. The Seller agrees that the Seller has no right and will not use such names or marks in any manner. The Seller hereby grants the Buyer a limited, non-exclusive, and revocable license to use the trademark, trade names, trade dress, or any other intellectual property of the Buyer solely for the purposes of marketing or promoting the Seller’s products.

14. Notices. All notices given hereunder must be in writing and delivered: (i) in person, (ii) by a nationally recognized courier service or via certified mail, postage prepaid, to the address of the other Party specified above, (iii) via electronic mail at the applicable email address below, or (iv) to such other address or email address as either Party may specify in writing. Notice is effective upon: (i) receipt by the other Party to which notice is given or (ii) two (2) business days following posting, whichever occurs first. Notices should be directed to (i) GTI New Jersey, LLC, 325 West Huron Street, Suite 700, Chicago, IL, 60654, Attention: Marko Steinhagen, Regional Commercial General Manager, if sent to the Buyer, and (ii) [NOTICE ADDRESS], if sent to the Seller. If notices are sent by electronic mail, such notices should be sent to the Buyer at marko.steinhagen@gtigrows.com, and to the Seller at [NOTICE EMAIL]. If a notice sent by the Seller concerns a default, termination, or a legal action under this Agreement, a copy must be sent to GTI Legal.

15. Remedies. All rights and remedies under this Agreement are cumulative. The exercise of any right or remedy herein does not prejudice the exercise of any other right or remedy at law or in equity. The failure to enforce any provision of this Agreement is not a waiver of any rights. In the event of a breach of this Agreement, the Buyer may withhold from any payments due to the Seller an amount sufficient to protect the Buyer from all claims, losses, damages, and expenses. 

16. Assignment. The Seller may not assign this Agreement or otherwise transfer its rights or obligations without the prior written consent of the Buyer. A merger, sale, or change of control of the Seller or its assets is an assignment. This Agreement inures to the benefit of and will bind the Parties and their respective permitted successors and assigns.

17. Governing Law; Disputes. This Agreement is to be construed and interpreted in accordance with the laws of the State of Illinois, without regard to its conflict of laws provisions and the United Nations Convention for International Sale of Goods (1980). The Parties hereby submit to the jurisdiction of the Illinois state courts and hereby waive their right to remove such disputes to federal court. The Seller agrees to continue performing its obligations under this Agreement while any dispute is being resolved. The Buyer will not be liable for any indirect, incidental, special, punitive, or consequential damages resulting from this Agreement. 

18. Severability. In the event that any provision of this Agreement is deemed illegal or unenforceable under applicable law, the remaining provisions of this Agreement will not be affected, and each provision will remain enforceable to the maximum extent permissible.

19. Entire Agreement; Modifications. This Agreement (and all documents referenced herein) constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior agreements, representations, and understandings. This Agreement may only be amended in writing by both Parties.

20. Survival. The provisions of Sections 5, 8, 11, 17, and as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or termination of this Agreement.

21. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SELLER: 

[COMPANY NAME],

a [STATE AND ENTITY TYPE]

By: ____________________________

Name: __________________________

Title: ___________________________

BUYER: 

GTI NEW JERSEY, LLC,

a New Jersey limited liability company 

By: ____________________________

Name: __________________________

Title: ___________________________