Confidential Information means any proprietary information delivered by one Party (the Discloser for the purposes of this definition) to the other (the Recipient for the purposes of this definition) pursuant to or in connection with this Agreement.
Intellectual Property means intellectual property of any nature and kind including all domestic and foreign trade-marks, business names, trade names, domain names, trading styles, patents, trade secrets, software, industrial designs, plant breeders rights, and copyrights, whether registered or unregistered, and all applications for registration thereof, and inventions, formulae, recipes, product formulations, processes and processing methods, technology and techniques and know-how.
Material means Cannabis Products.
- Specifications includes for the Material: (i) material and component specifications (including approved suppliers and distributors; physical, chemical and microbiological specifications, as appropriate); (ii) packaging requirements, including processing and equipment requirements; and (iii) such other analysis, all as may be reasonably requested in writing by The Tree of Life and agreed to in writing by the Parties.
- Material to be Sold and Purchased for research / medical purposes
- or such other amounts and types of Material as the Parties may agree from time to time.
- Delivery Terms
- The Material shall be sold Ex Works (Incoterms), and the Material shall be available for collection on the Delivery Date at the various Tree of Life premises.
- The Tree of Life Wellness Representations and Warranties
- (i) The Tree of Life Wellness has all other required licenses, permits and authorisations required under all applicable laws necessary to engage in the contemplated activity, including without limitation the ability to engage in the purchase and transportation of the Material;
- (ii) The Tree of Life Wellness will comply with all applicable laws in its use, possession, packaging/labelling, testing, importing, exporting, storage, sale, delivery, transportation, distribution and destruction of the Material and The Tree of Life Wellness will not directly or indirectly possess, package/label, test, import, export, store, sell, deliver, transport, distribute or destroy, or permit the Freight Service Provider to transport, any of the Material into any other country where such activities may not be in compliance with Applicable Laws, federal or otherwise;
- (iii) The Tree of Life Wellness has: (i) the requisite experience, knowledge and expertise; (ii) qualified personnel; and (iii) the legal right, to perform its obligations under this Agreement and The Tree of Life Wellness will use commercially reasonable efforts to perform such obligations in a sound, safe, lawful and workmanlike manner; and
- (iv) The Tree of Life Wellness acknowledges and agrees that the Material is only intended to be sold for medical use and research purposes in accordance with the Applicable Law of South Africa and The Tree of Life will only sell and distribute the Material to patients for medical use, and research purposes as required by the Applicable Law of South Africa.
- (v) The Tree of Life Wellness acknowledges and agrees that neither The Tree of Life Wellness nor any person on behalf has made or makes any express or implied representation, warranty or condition whatsoever, either oral or written, including any implied conditions or warranties of merchantability, fitness for a particular purpose, title, non-infringement or performance of Material to standards specific to South Africa, whether arising by law, course of dealing, course of performance, usage of trade or otherwise, all of which are expressly disclaimed.
- Limitation of Liability
In no event shall tree of life or any of its representatives be liable under this agreement or a purchase order to the Druids™ garden (PTY) ltd or any third party for any consequential, indirect, incidental, exemplary, special or punitive damages whatsoever, including any damages for business interruption, loss of use, data, revenue or profit, cost of capital, loss of business opportunity, loss of goodwill, whether arising out of breach of contract, tort, delict (including negligence), any other theory of liability or otherwise, regardless of whether such damages were foreseeable and whether or not tree of life was advised of the possibility of such damages.
- General
- The Tree of Life Wellness shall retain all right, title and ownership to its own Intellectual Property that is incorporated into the Material being sold pursuant to this Agreement or are embodied within, any Material or the work performed by it under this Agreement.
- The Tree of Life Wellness will from time to time execute and deliver all such further documents and instruments and do all acts and things as the other Party may, either before or after each Delivery Date, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
- This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the Parties with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties other than as expressly set forth in this Agreement.
- No amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by both of the Parties. No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and signed by the Party purporting to give the same and, unless otherwise provided, will be limited to the specific breach waived.
- This Agreement is governed by and will be construed in accordance with the Applicable Laws of South Africa and the Parties hereto irrevocably attorn to the exclusive jurisdiction of the courts of South Africa.
- This Agreement may be executed electronically by facsimile or PDF, in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument.
