Terms and Conditions for Seed Purchase Agreement
Seed Purchase Agreement
This Seed Purchase Agreement (Agreement), effective as of the date on which Seller accepts the terms of the sale (Effective on that Date),
is between IHE Productions, Inc. (Seller), and the below-listed company, whose principal office address is listed below
(Buyer), with Seller and Buyer collectively the “Parties.” The Parties agree:
1. Purchase and Sale. Seller will sell Buyer the industrial hemp seed set forth in Exhibit A attached hereto
(collectively Seeds) upon receipt of the purchase price listed in Exhibit A (Purchase Price).
2. Payment. (A) Buyer must pay the total Purchase Price prior to delivery. (B) Buyer will pay Seller the Purchase
Price by credit card, debit card or wire transfer (including all associated fees) according to Exhibit A , and all payments will be made without
any set-off. (C) The Purchase Price excludes all taxes, duties, and other sales fees.
3. Delivery. (A) Delivery of the Seeds will be FOB at Seller’s headquarters in Longmont, Colorado, unless otherwise agreed by the Parties in writing. (B) All delivery dates are estimates and Seller is not liable for any damages or claims arising from any change or delay in delivery.
(C) Buyer is responsible for transporting the Seeds and paying all such costs. (D) Buyer assumes all risk of loss or damage to the Seeds upon receipt (whether by Buyer or a transportation provider).
4. Inspection. (A) Buyer may inspect the quality and confirm the count of the Seeds prior to delivery (Inspection Period).
(B) The Inspection Period is Buyer’s sole and final opportunity to inspect the quality and to confirm count of the Seed.
(C) Buyer hereby agrees that if Buyer or a transportation provider takes possession of any Seed, then Buyer will be deemed to have accepted all Seeds and will waive any right to any potential refund or any claim related to any Seed.
(D) If Buyer fails to inspect the quality and confirm the count of the Seeds prior to receipt, then Buyer will be deemed to waive any right to contest the quality and count of the Seeds and will be barred from
bringing any claims related thereto. (E) If a transportation provider accepts delivery, then Buyer will be deemed to
waive any right to contest the quality and count of the Seeds and will be barred from bringing any related claims.
5. Licensed Technology. (A) Buyer hereby acknowledges and agrees that the Seeds were produced by HGH Seed,
Inc., a Colorado corporation (HG), and using certain proprietary technologies of industrial hemp plant varieties and
hybrids owned or licensed by HG including, but not limited to, germplasm, transgenic traits, native traits,
transformation technologies, methods of use, breeding methods, and other traits and technologies and/or any
combination of these traits and technologies (collectively HG Technology), which HG Technology is contained
within the Seeds. (B)(1) Buyer hereby acknowledges and agrees that the HG Technology is proprietary to and
owned solely by HG, and that HG has a substantial interest in protecting the HG Technology. (2) Therefore, in
order for HG to protect its right, title, and interest in and to the HG Technology, Buyer agrees that HG is an
intended third-party beneficiary under this Agreement and is entitled to enforce the observation by Buyer of
sections 6, 7, 8, and 13 of this Agreement (by instituting suit or otherwise), and that HG is entitled to seek damages
and/or equitable relief for breach of the same.
6. Buyer Obligations. (A) Buyer will use the Seeds for the sole purpose of cultivating a single commercial industrial
hemp crop (Crop), which Crop includes the hemp stalk, stems, leaves, seeds, pollen, and flower. (B) Buyer is
prohibited from and will not use the Seeds for any reproduction, multiplication, or breeding. (C) Buyer will not
genetically analyze or manipulate in any way the Seeds or HG Technology, or any plants or plant parts produced
from the Seeds or HG Technology. (D) Buyer acknowledges and agrees that no property rights, propagation rights,
seed production or multiplication rights, or rights in the Seeds or HG Technology are given to Buyer by Seller (or
HG) by way of the sale and transfer of Seeds to Buyer. (E) Buyer will not sell, transfer, exchange, lease, donate, or
otherwise make available the Seeds to any third parties. (F) Buyer will not share or alter any paperwork provided
to Buyer by Seller (or HG), including COAs and department of agriculture paperwork. (G)(1) Buyer is solely
responsible for complying with all applicable laws related to or governing industrial hemp including, but not
limited to, all laws related to Delta (9)-tetrahydrocannabinol limits of the Crop (or any substances derived from the
Seeds or Crop). (2) Seller will not be liable to Buyer or any third party for the failure of the Crop (or any
substances derived from the Seeds or Crop) to comply with such laws.
7. Seeds Use Restrictions. Buyer will not use the Seed (or any Technology incidentally produced from the Seed
following germination): (A) to produce cuttings, clones, tissue samples, seeds, pollen, or other derivatives, (B) for
seed multiplication, (C) to create new hybrid lines, (D) for breeding or inbreeding, or (E) for molecular
characterization in the broadest sense possible including, but not limited to: (1) genetic profiling, (2) sequencing,
(3) analyzing molecular species, (4) isolating molecular species, (5) subjecting to molecular marker analysis
(including, but not limited to, using polymerase chain reaction, hybridization, or any other technique requiring the
inquiry of a nucleic or amino acid, whether directly or indirectly), (6) genotyping, (7) DNA fingerprinting, and/or
(8) use of double-haploid technology, research, or generation of herbicide registration data.
8. IP Ownership. (A) Buyer hereby agrees and acknowledges that HG will at all times own and retain all right, title,
and interest to: (1) all intellectual property and other proprietary rights, interest, and title in and to the Seeds and
HG Technology; (2) all hybrid lines that are essentially derived and/or developed from the Seeds and/or HG
Technology, whose essential characteristics fail to be clearly distinguishable from the Seeds and/or HG
Technology; (3) new hybrid(s), not essentially derived and clearly distinguishable from the Seeds and/or HG
Technology, developed by HG using the Seeds and/or HG Technology in crosses with other HG-owned breeding
lines; and (4) all existing and future intellectual property rights in the Seeds and HG Technology including, but not
limited to, patents, patent applications, plant variety rights, copyrights, trade secrets, trademarks, and copyright
applications. (B) The sale of the Seeds to Buyer is not to be construed or deemed as an assignment, grant, option,
license, or other transfer of any right, title, or interest whatsoever in the Seeds or HG Technology to Buyer, and
Buyer will not challenge, contest, or otherwise impair HG’s ownership of the HG Technology. (C) Buyer will not
use the Seeds or HG Technology, or any information pertaining to thereto, to seek or obtain any patent protection,
plant variety rights, or any other intellectual property protection for the Seeds or HG Technology, and will not
authorize a third party to do so.
9. Acknowledgements. (A)(1) Buyer hereby acknowledges and agrees that: (a) disease of plants (including the
Seeds and Crop) can be transmitted by wind, insects, animals, or by human contact and can be seed or soil borne,
(b) the Seeds are not immune to any disease, and (c) the Seeds will perform differently in different environments.
(2) Seller makes no representation or warranty as to the viability, nature, size, productivity, cannabinoid content, or
appearance of any Crop. (3) Buyer is solely responsible for determining whether Buyer’s growing conditions are
suitable for the Seed. (B)(1) Any advice, certificates of analysis, or other data or information disclosed by Seller to
Buyer in this respect (whether prior to, contemporaneous with, or following the Effective Date) are given for
informational purposes and without any liability to Seller. (2) Any such disclosures are not and will not be deemed
as a representation, warranty, guarantee, covenant, part hereof, or otherwise legally binding.
10. Buyer Representations. In order to induce Seller into selling Seeds to Buyer, Buyer represents and warrants to
Seller the following: (A) Buyer holds and will continue to hold all applicable licenses and permits required to
purchase, possess, use, transport, process, and ship Seed (including any import or export licenses); and (B) Buyer is
and will in the future be compliant with all applicable laws related to or governing the purchase, possession, use,
and transportation of the Seeds and production of a Crop; (C) Buyer is in compliance and will continue to be in
compliance with all export laws and restrictions and regulations of any United States or foreign agency or authority
regarding the Seeds; (D) Buyer assumes sole responsibility for obtaining licenses to export or re-export as may be
required, and acknowledges and agrees that the Seeds are subject to the United States Export Administration Laws
and Regulations; and (E) none of the Seeds (or any direct product therefrom) is purchased to be shipped,
transferred or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or used for
any prohibited purpose; and (F)(1) Buyer is not using the Seeds to produce oils or any other derivative product and
is only using the Seeds to grow a single commercial Crop.
11. Disclaimer; Limit o f Liability. (A) A ll Seeds a r e s o ld “ A s I s ” a n d without a n y r e presentation o r warranty o f a ny
kind, including whether t h e Seeds a re suitable f or Buyer’s purposes and, t o t h e maximum extent permitted by
applicable l a w, Seller disclaims a l l other warranties, e x press, i m plied, statutory, o r otherwise. ( B) T o t h e maximum
extent permitted b y applicable l a w, S eller’s s o le l i ability f o r a ny action a rising f r om t h is Agreement i s e x pressly
limited t o , a n d w ill i n n o e v ent e x ceed, a r e fund o f t h e monies received b y S eller f r om Buyer f o r t h e Seeds, which
refund w ill b e i n t h e f o rm o f c a sh o r a r e placement o f t h e Seeds with l i ke quality s e eds, a n d Buyer hereby waives
any other remedy available a t l a w o r i n equity. ( C) Seller i s not a n d w ill not b e l i able t o Buyer o r a n y third p arty
for any lost profits o r any consequential, special, incidental, punitive, exemplary, or i n direct damages, however
caused and o n any theory o f liability, regardless o f whether Seller w as notified o f t h e possibility of the same. ( D)
Seller is not liable for any loss, claim, or demand made by Buyer, or made against Buyer by any other party, and
arising from Buyer’s purchase, use, storage, or disposal of the Seeds o r Crop.
12. Indemnity. Buyer will indemnify, defend, and hold Seller, and the members, directors, officers, employees,
agents, and any subsidiaries or related entities of Seller, harmless from and against any and all claims, causes of
actions, losses, damages, demands, liabilities, costs, and expenses (including reasonable attorney’s fees), whether a
suit or other proceeding is initiated or not, which may arise from, but which is not limited to, any act or omission of
Buyer, Buyer’s failure to comply with applicable law, Buyer’s use of the Seeds or the Crop, or any failure of the
Crop (or any substance derived from the Crop) to comply with applicable law.
13. Liquidated Damages. If, during the term of this Agreement and for a period of 3 years following termination,
Buyer or its Agents breach any covenants related to use of the Seeds or HG’s ownership of the HG Technology
(Breach), then Buyer will pay to HG liquidated damages in an amount equal to 100% of the Gross Revenues
arising from or in any way derived from such Breach (Damages). The term “Gross Revenues” means all sales or
transfers of goods, services, or property rights (including intellectual) arising from or in connection with a Breach.
Payment of such amounts will be made monthly, and HG is entitled to receive the same reports of revenues and to
exercise the same audit rights as it deems necessary and appropriate to enforce the payment obligations under this
section. It is the purpose of this provision that such amounts constitute a part of the damages which HG will or is
probable to incur by reason of a Breach, because it is anticipated by the Parties that the actual damages which HG
will incur are difficult or impossible to calculate due to the expanding and diversifying business of HG and because
the amount of such loss may be held by a court or arbitrator to be speculative. In addition, based upon the Parties’
knowledge as of the Effective Date, the Parties hereby agree that the amount of Damages is a fair and reasonable
estimate of the damages that HG is likely to incur as a result of a Breach, and that the amount of Damages is not
intended to act nor would it act as a penalty under the circumstances contemplated under this Agreement.
Therefore, such continued payments will serve as the measure of HG’s damages in connection with the loss of
sales revenue and business opportunities, and the damage to HG’s reputation in the industrial hemp marketplace,
on account of such Breach.
Miscellaneous. This Agreement is the entire agreement and supersedes all prior understandings and agreements of the
Parties with respect to the subject matter of this Agreement. Waiver of any default will not waive any other
default. The failure or delay of either Party to exercise any of its powers, rights, or remedies with respect to any
term or provision of this Agreement will not affect that Party’s right to later enforce any such term or provision.
No amendment or modification is effective unless in writing and signed by the Parties. Any provision of this
Agreement declared unenforceable will be deemed severed from this Agreement and will not affect the
enforceability of the remaining terms. This Agreement will be governed by Colorado law. Any claim, suit, or
action arising out of this Agreement must be instituted in Boulder County, Colorado, and Buyer waives any
objection to the jurisdiction of such court over Buyer. If a Party fails or neglects to perform, keep, or observe any
term herein, then the non-breaching Party may take whatever action at law, in equity, or otherwise is deemed
necessary by such Party to enforce its rights hereunder. Except for notice of any claim arising under this
Agreement, which must be delivered via certified mail, any notice or other communication under this Agreement
must be written and delivered in person or via electronic communication.