This Material Transfer Agreement (the “MTA”) is made between Canvast Supply Co, (“COMPANY”) a Tennessee limited liability company with its principal place of business at 935 East Trinity Lane Nashville TN 37207.
 

This MTA shall remain in force and apply to all sales and the transfer of quantity and genetics of hemp seeds,  and quantity and genetics of clones or plant parts or plant materials (the “MATERIAL”) set forth in a purchase order executed by BUYER on file with COMPANY. BUYER  has determined that entering into this MTA whereby BUYER shall have the opportunity to purchase or otherwise receive from COMPANY certain plant materials is in keeping with its goals and objectives and, that, for good and valuable consideration, the receipt and sufficiency of which is expressly acknowledged, it is agreed that:

  1. The parties represent and warrant to each other that they are duly licensed by all appropriate authorities to engage in programs consistent with the Agriculture Improvement Act of 2018, known as the 2018 Farm Bill and/ or by Section 7606 of the United States Agricultural Act of 2014, as amended and supplemented from time to time by the United States Congressional Omnibus Appropriations Act. BUYER acknowledges that the transfer of MATERIAL by COMPANY to BUYER is for hemp production purposes as allowed under law.
  1. BUYER warrants that the transfer of MATERIAL  from COMPANY is not for the purpose of seed multiplication, creation of new hybrid lines derived from MATERIAL, inbreeding of MATERIAL, for resale or barter, or cloning of MATERIAL, or for any use that is illegal. The person executing this MTA (if not the BUYER) on behalf of the BUYER represents and warrants in his/her individual capacity that s/he is duly authorized by the BUYER to execute this MTA.
Sign here to recognize that you can not clone or breed with any genetics purchased from Canvast. *
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  1. BUYER understands and agrees that, with respect to the MATERIAL, BUYER receives no (i) property rights, seed reproductive rights, seed multiplication rights, (ii) no crossing of any kind, conducting selection, employing transformation techniques, conducting mutagenesis, tissue culture, or molecular or cellular techniques, or research of any kind (iii) no rights to multiply plants (through cloning, tissue culture propagation or otherwise) (iv) no rights to resale to any third party (v) or any rights other than those expressly identified in this MTA. MATERIAL may be subject to patent or other legal protection, and MATERIAL may contain heritable genomic markers to which COMPANY or affiliate has rights, and BUYER shall undertake no activity that could impede those rights.
  1.   BUYER  acknowledges that any breach of this Section 2 and 3 may result in irreparable harm to the COMPANY and/or affiliate for which there may be no adequate remedy at law.  BUYER, therefore, agrees that in the event of any threatened or actual breach of this Section 2 and 3, COMPANY shall be entitled to injunctive relief and will not be required to provide a bond or other security as a condition to or in connection therewith. This remedy will be in addition to any other remedy available at law or in equity.
  1. BUYER assumes all liability for any damages of whatsoever kind that may arise from the BUYERS’s use, storage, transportation, disposal, or any other activity relating to the MATERIAL (“BUYER’s Usage”). BUYER shall defend, indemnify and hold harmless the COMPANY or affiliate and its owners, officers, employees, contractors, agents, attorneys, harmless from and against any claims, costs, damages, causes of action, expenses (including all reasonable attorney’s fees, costs and expenses) or similar matters (collectively, “DAMAGES”) which are brought against COMPANY arising out of the use or possession of the MATERIAL by BUYER, or other liabilities that may arise as a result of BUYER’s Usage or of BUYER’s breach of this MTA  including, without limitation, (i) the costs of any recalls, consequential or incidental damages suffered by BUYER in any way related to the MATERIAL or BUYER’s use of the MATERIAL, (ii) any DAMAGES suffered or incurred by any end users of products containing or manufactured with any plants or products that are produced from or in connection with the MATERIAL, including without limitation, any products liability or other claims related to the use by an end user of such products, (iii) DAMAGES related to BUYER’s failure to comply with any applicable laws, (iv) DAMAGES related to any statement, warranty, promise or representation made by BUYER or any agent or distributor of BUYER to a subsequent purchaser of the MATERIAL or any products produced from or manufactured using the MATERIAL, or (v) DAMAGES arising from or related to any breach, said indemnification to expressly include COMPANY’s attorney fees from its counsel of choice.
  1. With respect to the MATERIAL, the BUYER understands and agrees that: (i). Any information relating to varieties, varietal characteristics, periods of maturity, and any other descriptions of MATERIAL  provided or communicated by COMPANY to BUYER are intended as a general reference and do not constitute a warranty. (ii).  No advice or instruction from COMPANY is a representation or warranty with respect to the material. (iii).  BUYER acknowledges and agrees that the MATERIALS’s performance may be affected by variations in handling and growing environments, nutrient regime, weather, stress, harvest dates, unknown factors, and under different methodologies and practices related to the germination and cultivation of MATERIAL, as well as the methodologies and practices of BUYER related to the harvesting and post-harvest processing of plants cultivated with or using the MATERIAL. (iv).  BUYER further acknowledges and agrees that such variations in performance include the potential levels and combinations of tetrahydrocannabinol and cannabidiol or any other cannabinoids. (v).  BUYER shall be solely responsible for compliance with state, local, and federal THC limits related to industrial hemp and industrial hemp goods and commodities. Compliance with state, local, and federal THC limits for industrial hemp and industrial hemp goods and commodities is determined by, and may vary in accordance with strains of MATERIAL, growing conditions, testing methodology and may be influenced by date of harvest of cultivated MATERIAL.  (vi). BUYER assumes full and complete responsibility for the required testing methodology and harvest periods in their specific jurisdiction. (vii). COMPANY shall in no way be liable for the failure of any hemp cultivated from the MATERIAL or any goods or commodities manufactured therefrom to comply with any state, local, or federal rules and regulations related to industrial hemp and industrial hemp goods and commodities. (viii). BUYER represents that it is a knowledgeable buyer, and understands and agrees that the BUYER is solely responsible for determining whether the MATERIAL is appropriate for their needs. (ix). Any reference to the MATERIAL by the BUYER in any publications or any third-party communications shall acknowledge COMPANY or affiliate as the supplier of the MATERIAL. BUYER shall provide copies of any publications or third-party communications at least two business days prior to such publication or communication being released. COMPANY reserves the right to require reasonable changes to the wording thereof at any time. (x).  BUYER is not a representative or agent of COMPANY and shall not hold itself out as such.
  1. COMPANY warrants  (i) that all MATERIAL shall be labeled in compliance with applicable law and that the MATERIAL shall materially conform to the label description within recognized tolerances,  (ii) that all MATERIAL provided to BUYER is free from latent defect or disease, (iii) that all MATERIAL provided to BUYER has been demonstrated to produce hemp plant varieties  (iv).  Except as otherwise expressly stated herein, THE LICENSED MATERIALS ARE PROVIDED AS-IS, AND COMPANY MAKES NO OTHER WARRANTIES, AND HEREBY DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY REGARDING THE MATERIALS, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. 

(v). Upon transfer of the MATERIAL in accordance with this MTA, COMPANY or affiliate shall have no further obligations or liability in connection with the MATERIAL.

  1. Under no circumstances shall COMPANY or affiliate be liable for special or consequential damages, INCONVENIENCE, LOSS OF BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR OTHER ECONOMIC LOSS WHETHER SUCH DAMAGES ARE ARISING IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, IN NO EVENT WILL CANVAST  BE LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE OF THE MATERIALS STATED IN THE SALES CONTRACT. IN NO EVENT SHALL  CANVAST BE LIABLE TO BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, SHUTDOWN OR SLOWDOWN COSTS,  EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. NO ACTION MAY BE BROUGHT BY BUYER FOR ANY CLAIM RELATING TO OR ARISING OUT OF ANY PURCHASE ORDER OR SALES CONTRACT FOR MORE THAN ONE YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. 
  1. No action or inaction by COMPANY with respect to this MTA shall constitute a waiver of its rights hereunder. If any part of this MTA is deemed illegal or unenforceable, it shall be severed therefrom, it being the intent of the parties that the rest of the MTA remains in force. 
BUYER must execute this Material Transfer Agreement and return to CANVAST Supply Co. by signing the agreement and clicking the SUBMIT Button as well as providing a current copy of their hemp cultivation permit. 
 
Agreed by Recipient:
Signature *
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