Terms of Agreement

PRODUCT SUPPLY AGREEMENT

This Product Supply Agreement (the “Agreement”) is entered into as of date of submitting application (the “Effective Date”) by and between the “Supplier” (defined as Homegown Labs for purpose of this contract) and applicatant [corporation] [limited liability company] [etc.] Homegrown Labs and the Buyer may be referred to individually as a “Party” or collectively as the “Parties.”

RECITALS

WHEREAS, Homegrown Labs manufactures and wishes to supply to the Buyer those certain products more particularly set forth in Appendix A attached hereto and made a part hereof (the “Products”) on the terms and conditions set forth below; and

WHEREAS, the Buyer wishes to purchase the Products supplied in accordance with the terms of this Agreement; and

WHEREAS, from time to time, the Parties may enter into various agreements pursuant to which the Buyer shall purchase and Homegorwn Labs shall furnish additional Products; and

WHEREAS, the Parties want to establish purchasing procedures and the terms and conditions governing the above-referenced transactions;

WHEREAS, each Party is duly authorized and capable of entering into this Agreement.

NOW, THEREFORE, in consideration of the above recitals, and the mutual promises and benefits contained herein, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties hereby agree as follows:

1. AGREEMENT OF PURCHASE AND SALE.

Pursuant to the terms and conditions of this Agreement, Homegrown Labs agrees to sell to the Buyer, and the Buyer agrees to buy from the Supplier, the Products listed in Appendix A hereto, in such amounts and at such prices as agreed by the Parties.

2. MINIMUM QUANTITIES.

Buyer shall order the MOQ or minimum order quantity required for individual products, listed in Appendix A

3. DELIVERY OF PRODUCTS / SHIPPING.

Homegrown Labs shall deliver the Products to a location designated by the Buyer (the “Delivery Point”) within 7 days of receipt (unless otherwise notified of a delay) of a Purchase Order. Homegrown Labs assumes responsibility for the Products, and all risk of damage, loss, or delay of the Products, until the Products are delivered at the Delivery Point. Once the Products are at the Delivery Point, the Buyer assumes all responsibility for and risk of damage to such Products.

4. PAYMENT TERMS.

The products supplied by Homegrown Labs will be purchased up front, at the distributor’s wholesale price.

5. MARKETING OF PRODUCTS.

The Buyer will use Homegrown Lab’s trademarks or trade names both on the Products and in the advertising for the Products. Homegrown Labs will support the buyer in creating and managing effective marketing campaigns.

6. TERMINATION.

This Agreement may be terminated at any time, but buyer agrees to hold all remaining stock.

18. INDEMNIFICATION.

The buyer shall at all times indemnify, defend, and hold harmless Homegrown Labs against all claims, actions, damages, losses, liabilities, and expenses, including reasonable outside attorneys’ fees, arising out of or caused by any breach of any of the representations, undertakings, or agreements made by the Supplier in connection with:

a. any claim of breach of any express or implied warranty or negligence or strict liability, product liability, or similar theory in connection with the production, design, or sale

b. any claims of patent or trademark infringement, or other violation of intellectual property rights, of third persons in connection with the production, design, sale, or use of any of the Products purchased by Buyer hereunder or the use of the trademarks, trade names, logos, or other intellectual property pertaining thereto; and

c. any and all other claims and liabilities of every kind or character whatsoever arising out of, or related to, the production, design, sale, or use of the Products purchased by the Buyer hereunder, unless the same result solely from the Buyer’s gross negligence or knowing violation of law.

19. MODIFICATION.

This Agreement may be supplemented, amended, or modified only by the mutual agreement of the Parties, and such agreement must be in writing and signed by both Parties.
20. GOVERNING LAW.

This Agreement shall be governed by the laws of the state of______________. If litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.

21. AFFIRMATION OF THE PARTIES.

The Parties affirm that they have entered into this Agreement freely, voluntarily, and without reliance on any promises, representations, or other statements not contained in this Agreement and that they have read and understood this Agreement.