PermaFarm EcoSystems Model B Nonprofit Complete Farm System Purchase & License Agreement

Draft for completion and legal review

This Agreement covers a licensed package for Purchaser to build and operate one designated farm unit per Kit ID. Purchaser pays before release or shipment of the purchased package. Purchaser is responsible for construction. Software and other annual entitlements require affirmative renewal. Bracketed fields must be completed or expressly marked not applicable before signature.

This Agreement is entered into by PermaFarm EcoSystems, a C corporation (planned; formation/application pending) organized under the laws of New Hampshire, United States, with its principal address at 9 Sargents Pl #40, Gilford, NH 03249 (Vendor), and [PURCHASER LEGAL NAME], a [ENTITY TYPE AND NONPROFIT OR NGO STATUS] organized under the laws of [PURCHASER JURISDICTION], with its principal address at [PURCHASER ADDRESS] (Purchaser). Each is a Party and together they are the Parties. If Vendor’s C-corporation formation is not complete, this Agreement shall not be executed or become effective until the corporation is legally formed and its exact legal name is inserted on the Signature Page.

Vendor supplies licensed plans, instructional materials, software access, and only those physical items expressly listed in Exhibit A. Purchaser wishes to acquire the package for its designated project. Purchaser may use grants, donations, operating funds, or mixed funding, subject to applicable conditions. The Parties agree as follows.

Article 1 Definitions

1.1 Agreement means this PermaFarm EcoSystems Model B Nonprofit Complete Farm System Purchase & License Agreement, Exhibits A, B, and C, and signed amendments incorporated under Section 16.3.

1.2 Background IP means intellectual property owned or controlled by a Party before the Effective Date or independently developed without use of the other Party's Confidential Information.

1.3 Beneficiary Data means personal information relating to individuals served by Purchaser's programs.

1.4 Confidential Information has the meaning in Section 10.1.

1.5 Deliverables means the licensed plans, blueprints, instructional materials, Documentation, software access, and any expressly listed physical items in Exhibit A. A Kit is the identified licensed package; it does not mean a completed farm or include construction materials or labor unless expressly listed.

1.6 Documentation means the operating, construction-instruction, safety, software, and other materials expressly listed in Exhibit A, Section A-2. No source code or proprietary manufacturing information is included unless expressly stated.

1.7 Effective Date means the later date of the Parties' authorized signatures.

1.8 Fees means the initial purchase or license charges and separate annual charges expressly stated in Exhibit B. Future annual periods are not purchased merely by signing this Agreement.

1.9 Grant means a governmental, international, foundation, or other grant award identified in Exhibit B. An unrestricted donation is not automatically a Grant.

1.10 Grant Funds means funds received under a Grant and lawfully available for the expenses charged to that award.

1.11 Grantee means Purchaser in its capacity as a recipient or subrecipient of a Grant, where applicable.

1.12 Grantor means the awarding entity or applicable pass-through entity identified in Exhibit B.

1.13 Intellectual Property or IP means rights recognized under applicable law in patents, copyrights, trademarks, trade secrets, protected know-how, databases, and other proprietary subject matter. Reference to plans does not represent that every feature is patented; any claimed patent and territory shall be identified in Exhibit A.

1.14 License means the limited rights in Article 3. The construction and ongoing physical-unit use entitlement and annual digital entitlements shall be separately identified in Exhibit A.

1.15 Licensed Technology means Vendor's protected plans, designs, Documentation, software, and other IP expressly identified in Exhibit A, including corrections actually supplied. It does not include unspecified future products, updates, source code, or enhancements.

1.16 Permitted Use means constructing and operating only the unit identified by its Kit ID at its designated site, for the application in Exhibit A, Section A-5. Purchaser may use, sell, or donate its Outputs subject to law and funding conditions. Permitted Use does not include constructing additional units, replicating the package, distributing protected materials, or operating a dealership.

1.17 Proprietary Rights means ownership and IP interests in the Licensed Technology, distinct from Purchaser's ownership of its constructed unit, purchased physical items, Data, and Outputs.

1.18 Purchaser Data means data supplied by or generated for Purchaser through authorized use, excluding Vendor software, protected designs, and proprietary system materials. Data rights remain subject to law and third-party rights.

1.19 Specifications means the expressly agreed, measurable requirements in Exhibit A, Section A-3.

1.20 Term has the meaning in Section 13.1.

1.21 Kit ID means Vendor's unique identifier for one authorized unit and its licensed package. It is a contractual identifier, not a governmental vehicle identification number.

1.22 Annual License Term means each expressly purchased twelve-month software or digital-access period, starting as specified in Exhibit B. Renewal is not automatic.

1.23 Outputs means crops, food, materials, and other physical products of authorized farm operation, excluding copies or reproductions of the kit, software, plans, and protected IP.

1.24 Business Day means a day other than Saturday, Sunday, or a public holiday in New Hampshire, United States. Deadlines use calendar days unless Business Days are specified.

1.25 Authorized Unit means the single farm unit authorized by one Kit ID at the designated site stated in Exhibit A.

1.26 Blueprint Kit means Vendor’s proprietary construction plans, engineering schematics, system layouts, materials information, safety notes, and build instructions expressly listed in Exhibit A. The Blueprint Kit price is USD $25,000 unless amended in Exhibit B.

1.27 Pivot System means the Vendor-supplied proprietary hardware set identified and itemized in Exhibit A. The Pivot System is required for the Authorized Unit and is priced separately in Exhibit B.

1.28 OmniLearn System means Vendor’s hosted software and digital training environment providing the functions expressly listed in Exhibit A, which may include construction guidance, operating workflows, alerts, recordkeeping, compliance support, management tools, and Coalition Connectivity. Access is limited to each purchased Annual License Term.

1.29 Coalition Connectivity means the authorized communication, reporting, and multi-site coordination functions made available through the OmniLearn System as described in Exhibit A.

1.30 Data means Purchaser Data, Beneficiary Data, system records, telemetry, and other information processed under Article 11, as applicable to context.

1.31 Security Incident means confirmed unauthorized acquisition of, access to, use of, disclosure of, alteration of, destruction of, or material compromise of Purchaser Data in Vendor-controlled or Vendor-subprocessor systems, excluding routine unsuccessful blocked attacks that do not compromise Purchaser Data. Credible evidence of a possible compromise not yet confirmed is a Suspected Security Event and shall be investigated promptly.

1.32 Foundation means a legally recognized charitable or philanthropic entity identified in the Exhibits that funds, holds, or administers an Authorized Unit in the role expressly stated there.

1.33 Operating Nonprofit means an eligible nonprofit or NGO approved to construct or operate an Authorized Unit for Purchaser or a Foundation under Article 14 and the completed Exhibits.

1.34 Annual Renewal Fee means the USD $40,000 fee for one additional Annual License Term per Kit ID, unless changed by signed amendment.

Article 2 Scope and Construction Responsibility

2.1 Package scope. Vendor shall supply only the Deliverables listed in Exhibit A. Frontend access, backend access, training software, videos, and plans shall each be identified, with their access scope and duration. No completed facility is supplied by implication.

2.2 Specifications and precedence. Deliverables shall meet the Specifications. Exhibit A controls technical scope only; it does not override the legal terms. Mandatory applicable law controls. Identified funding clauses control only to the extent their stated precedence requires. Other changes require a signed amendment.

2.3 Welcome packet and release. Vendor shall provide the introductory welcome packet described in Exhibit A, including informational funding and donor options. It does not guarantee funding or grant approval and does not constitute delivery of the paid package. Protected materials and paid access shall be released at the event specified in Exhibit B, following cleared payment. Delivery deadlines and physical shipping obligations are stated in Exhibit A.

2.4 Changes. Scope, fees, designated site, unit rights, schedules, or service obligations may change only by signed amendment. Required funding approvals shall be obtained before a change takes effect. Vendor shall not perform unapproved additional work or impose unlisted charges.

2.5 Vendor subcontractors. Development subcontracting requires Purchaser's prior written consent, not unreasonably withheld or delayed. Approved providers shall have obligations adequate to protect confidentiality, licensing authority, data, and applicable incorporated funding requirements. Vendor remains responsible for their contracted performance. Approved software hosting providers shall be governed by Article 11.

2.6 Purchaser build. Purchaser is responsible for funding and carrying out construction, selecting contractors, site assessment, local professional review, engineering or adaptations necessary for its site, permits, code compliance, inspections, supervision, and safe operation. Vendor's materials do not replace locally required professional approvals. Vendor remains responsible for the Deliverables expressly promised and shall not disclaim a duty imposed by mandatory law.

2.7 Separate build or support services. Vendor or future affiliated build teams supply construction services only under a separate signed construction agreement. Live training, implementation, consultation, installation, support, and maintenance are included only if expressly listed in Exhibits A and B or separately contracted. Instructional videos and training software listed as Deliverables remain included.

Article 3 License Grant

3.1 Unit-specific rights. Subject to cleared payment, Vendor grants Purchaser a nonexclusive, limited license to use the identified plans and materials to construct only the designated unit and to operate that unit within the Permitted Use. The duration and post-nonrenewal scope of the unit-use entitlement shall be completed in Exhibit A before execution. Software, video, and other subscription access lasts only for the expressly purchased term. No perpetual software license is granted.

3.2 Restrictions. Except where mandatory law or applicable third-party licenses provide otherwise, Purchaser shall not replicate or manufacture additional units from protected designs; copy or redistribute the package; sell, resell, rent, lease, loan, sublicense, or transfer the kit or licensed rights; use another Kit ID; remove identifiers or IP notices; or modify protected materials outside expressly permitted site adaptations. Reverse engineering or decompilation is prohibited to the extent lawfully restrictable. Necessary authorized operating copies and agreed backups are permitted. No general sales, distribution, manufacturing, or agency rights are granted.

3.3 Personnel and contractor access. Purchaser may allow personnel and contractors to access materials solely to build or operate its designated unit. Before accessing protected materials, contractors shall accept written confidentiality and single-project use restrictions. They acquire no independent license or right to build other units. Purchaser shall use reasonable controls to prevent unauthorized use and require return or deletion after the task, subject to lawful records retention. Printable materials, onsite copies, permitted adaptations, and continuing access shall be specified in Exhibit A.

3.4 Transfers. No transfer or relocation is authorized without a signed agreement satisfying Sections 12.16, 14.22, and 16.8. Legally mandatory transfers shall be addressed according to applicable law. Grant-required successor arrangements shall be resolved before the funded order is accepted. A lawful approved transfer shall not silently authorize two units or duplicate use.

3.5 Third-party components. Vendor shall disclose incorporated or required third-party components, their licenses, dependencies, and charges before execution to the extent known, and completely before delivery. Applicable component licenses govern their components; this Agreement does not remove open-source rights. Vendor shall fulfill distribution obligations. Any component obligation materially inconsistent with the agreed use shall be resolved before delivery.

3.6 License verification. At most once per calendar year, upon thirty days' written notice, Vendor may verify compliance through reasonably sufficient records or certification. Further access shall be proportionate, protect unrelated personal information, and minimize disruption. Vendor pays unless a material breach is acknowledged in writing or determined under Article 15; recoverable costs must be reasonable and documented. No unrestricted site, network, or beneficiary-data access is granted. Mandatory oversight rights remain intact.

3.7 Expiration and controls. Exhibit A shall identify activation, expiry, remote-access, and disabling functions and what remains usable after nonrenewal. Controls may be used only as agreed and lawfully, subject to notice, required data export, and safe shutdown. No undisclosed disabling mechanism is permitted. Annual nonrenewal does not transfer ownership of Purchaser's constructed assets to Vendor.

Article 4 Delivery and Verification

4.1 Delivery. Vendor shall deliver the listed package and access by the binding deadlines in Exhibit A, measured from cleared payment and identified prerequisites. Physical shipment applies only to listed items. Exhibit A shall allocate freight, insurance, unloading, title, and risk of loss. Notices shall identify the Kit ID, version, delivered components, and missing items.

4.2 Verification. Purchaser shall have fourteen (14) calendar days after receipt of all components needed for the agreed tests to verify delivery and conformity with Exhibit A. Verification concerns supplied files, materials, and access, not completion of Purchaser's farm, predicted yields, or a trial build. Purchaser shall report material delivery or access deficiencies in reasonable detail. Receipt or payment alone does not waive such claims.

4.3 Acceptance. Written confirmation or expiry of the completed verification period without a material deficiency report constitutes acceptance, except where mandatory or incorporated funding requirements require express acceptance. A pending required Grantor review shall extend the period according to its identified timetable. Acceptance is not a change-of-mind return entitlement.

4.4 Delivery deficiencies. Vendor shall correct material omissions, unusable access, or nonconformity in supplied Deliverables within thirty days after notice, unless a different period is signed. Purchaser shall have fourteen (14) calendar days to verify the correction. If Vendor fails to supply the materially agreed scope, Purchaser may seek the affected-scope refund or other remedy expressly provided here or required by law. Integrated scope and price allocations shall be stated in Exhibits A and B. This delivery remedy does not create a twelve-month warranty or permit cancellation merely after reviewing plans.

4.5 Advance invoice. Vendor may invoice before delivery. Cleared payment is required before paid package release or shipment under Article 5. The annual license start event shall be stated separately; payment and delivery do not imply Purchaser's construction is complete.

4.6 Records. Vendor shall keep relevant order, payment, release, shipment, Kit ID, access, verification, and correction records under Section 12.14. Required delivery evidence shall accurately describe what was actually supplied.

Article 5 Fees and Payment

5.1 Listed fees. All charges are in USD and expressly itemized in Exhibit B: initial package, initial software term, each other annual entitlement, shipping, and taxes. No unspecified fee is payable. Subsequent annual terms require affirmative renewal.

5.2 Invoices. Initial invoices shall describe the ordered package, quantity, assigned Kit ID if available, fees, purchased access periods, funding reference if applicable, and secure payment instructions. They shall not assert delivery or acceptance before it occurs. Renewal invoices identify the period and entitlement. Required additional fields shall be agreed before ordering.

5.3 Cleared payment before release. Vendor has no obligation to release protected paid materials, activate paid access, or ship any listed physical items before receiving the amounts designated as payable before release in Exhibit B. Purchaser shall obtain any required approval for advance payment. The Parties shall not proceed with an incompatible funding source without a signed, lawful alternative.

5.4 Invoice disputes. Purchaser shall promptly report disputed charges with reasons and pay undisputed amounts according to the agreed schedule. Parties shall seek resolution within thirty days, then use Article 15. Vendor need not release the affected unpaid scope pending resolution. A genuine invoice dispute does not itself create a right to use unreleased IP. Latent errors, unauthorized charges, and fraud claims are not waived by a short notice period.

5.5 No default merely for pending funding. Before an agreed binding payment deadline, unsuccessful funding pursuit does not create late interest. Invoice validity, reservation, and cancellation rules are in Exhibit B. Any lawful interest on matured obligations shall be expressly agreed there; no interest or penalty is implied. No post-delivery Pay-When-Funded financing is included.

5.6 Prepurchase assistance. The welcome packet may identify potential funding sources. Purchaser remains responsible for applications, truthful representations, approvals, and lawful fundraising. Any reporting or application assistance is only as expressly agreed. No mandatory monthly Active Pursuit reporting is imposed unless separately signed; no financing guarantee is made.

5.7 Taxes. Vendor shall honor valid exemptions applicable to the transaction when supported by required documentation. Nonprofit or income-tax-exempt status alone does not establish every transaction-tax exemption. Legally collectible taxes shall be itemized; each Party remains responsible for taxes imposed on it. No Party bears penalties caused by the other's failure to perform its own legal duties.

5.8 Transaction sequence. Welcome packet and package information precede purchase; Purchaser obtains funding and approvals; Vendor invoices; cleared payment is received; Vendor releases or ships the agreed package; Purchaser verifies delivery. Exact release events and deadlines are in Exhibits A and B. This is the Parties' commercial arrangement, not a claim that federal grant rules require this sequence.

5.9 Fee adjustments. No unilateral fee increase or automatic escalation applies. Changed fees require a signed amendment. Neither Party must renew beyond a purchased term. An agreed renewal without a signed fee change uses the existing applicable price.

5.10 Unfunded order expiry. The quotation and unpaid order expire at the date or event stated in Exhibit B unless extended in writing. If no binding payment commitment has arisen, Purchaser may stop its funding pursuit without purchase fees, and Vendor need not release the paid package. No twenty-four-month Funding Collapse rule or continuing debt-deferral arrangement applies. Once funds have been received, cancellation and settlement are governed by Article 13, not by this Section.

Article 6 Intellectual Property and Outputs

6.1 Vendor IP. Vendor retains its Licensed Technology and Background IP except for rights expressly assigned by signed amendment. Purchased physical items and Purchaser's constructed farm assets are distinct from the embedded or used IP. No transfer of Vendor IP occurs merely through payment, disclosure of plans, construction, or grant funding.

6.2 Purchaser Data. As between the Parties, Purchaser retains its lawful rights in its Data. Vendor may process it only under Article 11. Access does not make Data Vendor property or Vendor Confidential Information.

6.3 Custom deliverables. No custom IP ownership transfer is included. Any exception requires a signed amendment identifying the specific work, assigned rights, excluded Background IP, third-party components, necessary licenses, fee, effective date, and mandatory funding conditions. Custom work with incompatible conditions shall not start before resolution.

6.4 Background IP. Each Party retains rights it holds in Background IP. Permitted access and the Article 3 license do not transfer ownership.

6.5 Work made for hire. No work-made-for-hire arrangement or assignment to Purchaser is agreed by this purchase. Any separate arrangement must expressly identify its scope and satisfy applicable law. Mandatory statutory rights are not displaced.

6.6 No implied rights. No license or IP interest is granted beyond express terms, mandatory law, or applicable third-party licenses. Ownership of Outputs does not authorize manufacturing or copying the Licensed Technology.

6.7 Funding IP rights. Purchaser shall identify funding-specific IP, publication, data, transfer, and disposition requirements before ordering. Applicable mandatory law, including applicable federal award IP rights, controls. Additional contractual Grantor rights require express incorporation. Incompatible requirements shall be resolved before payment or affected development; this Agreement does not promise that Vendor IP is eligible under every grant.

6.8 Third-party rights. Vendor represents it holds the rights necessary to supply and license the agreed scope and has no actual knowledge, as of delivery, of an unresolved infringement claim concerning authorized use. Component conditions shall be disclosed. Section 9.1's express indemnity is not independently narrowed by this knowledge qualification.

6.9 Protected materials on termination. When a license validly ends, Purchaser shall cease the affected licensed use and return or securely delete affected materials as directed, except for retained rights expressly listed in Exhibit A and legally required records. Purchaser shall reasonably certify completion within thirty days, identifying permitted retention. Record copies remain protected and do not authorize new builds or software use. This Section does not create an irrevocable or perpetual software license. Certification shall not be used to delay a refund independently due under the Agreement. A refund for terminated scope requires discontinuation of that scope, but Vendor shall not demand destruction of unrelated Purchaser Data or assets.

6.10 Outputs. Purchaser owns Outputs as between the Parties and may consume, use, sell, donate, or distribute them lawfully and consistently with funding conditions. This does not permit kit, plan, or software resale or replication.

6.11 Voluntary GSI contributions. Purchaser may voluntarily contribute Outputs or sales proceeds to [GSI FOUNDATION LEGAL NAME] for further deployments and communities lacking funding. No contribution, percentage, or ongoing payment is mandatory under this Agreement. Declining does not affect rights. Any separate arrangement must identify the basis and approvals and comply with funding restrictions, including applicable rules for program income.

Article 7 Representations and Disclaimer

7.1 Authority and formation status. Each Party represents at execution that it is validly constituted under its jurisdiction, has authority to perform, has authorized its signatory, and does not knowingly enter a conflicting unlawful commitment. Because Vendor is presently identified as a planned C corporation whose formation/application is pending, this Agreement shall not be executed or become effective until Vendor’s incorporation is complete and the corporation’s exact legal name and jurisdiction are confirmed on the Signature Page. Each Party shall maintain necessary authorizations and notify the other of material changes affecting performance.

7.2 Express supply commitments. Vendor shall deliver the expressly listed materials and access meeting the Specifications and hold the necessary licensing authority. Vendor shall not knowingly introduce malicious code and shall use reasonable pre-release security practices appropriate to its supplied software. These commitments do not guarantee perfect security, uninterrupted access, farm output, profitability, engineering approval, or construction results. No undisclosed disabling mechanism may be used.

7.3 Purchaser obligations. Purchaser shall accurately identify status, authority, site, and intended use; obtain approvals required before committing or paying; use lawfully available funds; perform its construction and operating duties; and authorize Data processing lawfully. Annual fees require separate budget consideration. Purchaser's promises do not remove Vendor's own legal or incorporated obligations.

7.4 No trial or change-of-mind return. Purchaser shall review the package description and disclosed frontend, backend, and training functions before ordering. This is not a trial, sale on approval, or one-year evaluation purchase. Access to plans does not create a right to cancel simply because Purchaser changes its mind. The cancellation cutoff and settlement are in Exhibit B and Article 13. Non-delivery, material misrepresentation, express delivery commitments, and nonwaivable remedies remain protected.

7.5 DISCLAIMER. EXCEPT FOR EXPRESS OBLIGATIONS IN THIS AGREEMENT AND RIGHTS THAT CANNOT LAWFULLY BE EXCLUDED, DELIVERABLES ARE PROVIDED AS IS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, VENDOR DISCLAIMS IMPLIED WARRANTIES INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO EXPRESS TWELVE-MONTH WARRANTY IS GRANTED. THIS DOES NOT EXCUSE FAILURE TO DELIVER THE AGREED SCOPE OR LIMIT EXPRESS IP, CONFIDENTIALITY, DATA, REFUND, OR INDEMNITY OBLIGATIONS. ANY INCLUDED THIRD-PARTY MANUFACTURER WARRANTY SHALL BE IDENTIFIED IN EXHIBIT A WITHOUT IMPLYING A SEPARATE VENDOR WARRANTY.

Article 8 Allocation of Risk, Limitation of Liability, and Insurance

8.1 Allocation of operational and property risk. Except to the extent a claim results from Vendor’s breach of an express obligation, negligence, gross negligence, willful misconduct, indemnification obligation under Article 9, or liability that cannot lawfully be limited, Purchaser bears responsibility for the land, building, site conditions, locally sourced construction materials, construction work, local professional services, utilities, contractor conduct, worker safety, permits, inspections, storage, import handling, physical operation, maintenance, agricultural practices, and other activities under Purchaser’s control. Vendor does not own or repossess Purchaser’s real estate, building, completed physical farm unit, or lawfully purchased Pivot System and does not assume ordinary property-management, landlord, employer, construction-contractor, or farm-operator responsibility.

8.2 Vendor responsibility. Vendor remains responsible for performing its express obligations under this Agreement, including supplying the Deliverables promised in Exhibit A, providing the agreed OmniLearn System access during a paid Annual License Term, honoring the correction and refund obligations expressly stated in Articles 4 and 13, protecting Confidential Information and Purchaser Data as agreed, and performing the indemnification obligations in Article 9. Nothing in this Article eliminates a Vendor duty expressly assigned to Vendor or a duty that applicable law does not permit the Parties to limit.

8.3 Exclusion of certain damages. SUBJECT TO SECTIONS 8.5 AND 8.6 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR LOSS OF BUSINESS OPPORTUNITY TO THE EXTENT SUCH DAMAGES ARE LEGALLY CHARACTERIZED AS INDIRECT OR CONSEQUENTIAL. A PARTY MAY NOT AVOID AN EXPRESS REFUND, PAYMENT, DATA-RETURN, DEFENSE, OR OTHER DIRECT CONTRACTUAL OBLIGATION MERELY BY LABELING THE RESULTING AMOUNT CONSEQUENTIAL. REASONABLE DIRECT COSTS OF RESTORING PURCHASER DATA OR OBTAINING A CONTRACTUALLY REQUIRED SUBSTITUTE MAY BE TREATED AS DIRECT DAMAGES WHERE APPLICABLE, SUBJECT TO THE AGREED LIABILITY CAP.

8.4 General aggregate liability cap. Except for the exclusions from the cap expressly stated in Section 8.5, the aggregate contractual, tort, statutory, indemnity, and other liability of each Party arising from or relating to this Agreement shall not exceed the liability cap and calculation basis completed in Exhibit B. Because the appropriate cap depends on the final transaction value, insurance program, funding requirements, and legal review, the cap is not complete until Exhibit B states the agreed amount or formula. Related claims arising from the same or substantially related facts shall be aggregated for purposes of the cap, and no Party may obtain duplicate recovery for the same loss.

8.5 Matters not subject to the general cap. Unless applicable law requires a different result, the general liability cap shall not limit unpaid undisputed Fees; an express obligation to return an unearned prepayment or issue a refund; fraud; intentional misrepresentation; willful misconduct; Vendor’s obligation to defend and indemnify an authorized-use third-party IP infringement claim under Section 9.1(a); or liability that applicable law does not permit the Parties to limit. Exhibit B shall state the agreed treatment of gross negligence, confidentiality breaches, data-protection or security claims, bodily injury, death, tangible-property damage, and any funding-specific liabilities. No additional uncapped category shall be implied merely because a risk is mentioned elsewhere in the Agreement.

8.6 Nonwaivable rights and essential purpose. No exclusion, cap, disclaimer, indemnity limitation, limited remedy, or insurance provision limits liability or remedies to the extent prohibited by applicable law. If circumstances cause an exclusive or limited remedy for goods to fail of its essential purpose, the remedies available under applicable law remain available to that extent. If a limitation is unenforceable in a particular jurisdiction, it shall apply to the maximum lawful extent without automatically invalidating unrelated limitations.

8.7 Purchaser construction and contractor claims. Vendor is not liable for claims arising solely from Purchaser’s or its contractor’s construction methods, workmanship, site preparation, material selection, local engineering or architectural decisions, code compliance, worker supervision, employment practices, jobsite safety, or unauthorized deviations from the Blueprint Kit, supplied Pivot System requirements, or OmniLearn System guidance. This Section does not excuse a defect in a Vendor-supplied Deliverable or Vendor-caused loss to the extent otherwise established under this Agreement.

8.8 Agricultural and operational claims. Vendor is not liable for loss caused solely by Purchaser’s agricultural decisions, failure to perform required tasks, failure to follow safety or maintenance instructions, unauthorized modifications, unsuitable locally sourced inputs, pests, disease, weather, utility interruption, market conditions, or other operational matters under Purchaser’s control. Vendor remains responsible for a proven Vendor breach or defect to the extent allocated by this Agreement.

8.9 OmniLearn System and third-party service risk. Vendor shall comply with the service, security, Data, and hosting commitments stated in Articles 7 and 11, but does not guarantee uninterrupted or error-free internet, telecommunications, AWS, carrier, device, or third-party services. Vendor is not liable for a third-party interruption that Vendor did not cause and could not reasonably avoid, except to the extent Vendor expressly assumed responsibility or failed to perform its own contractual duty concerning that third party. Planned maintenance, emergency maintenance, incident notification, backup, Data return, and force-majeure obligations remain governed by the applicable provisions of this Agreement.

8.10 Nonrenewal and lawful suspension. Vendor is not responsible for consequences arising solely because Purchaser affirmatively elects not to purchase a future Annual License Term or because Vendor lawfully suspends OmniLearn System access for uncured nonpayment, a security emergency, or another suspension event expressly authorized by this Agreement. Vendor shall nevertheless comply with applicable notice, cure, Data-export, safe-transition, continuity, and nonwaivable legal obligations. Nonrenewal or suspension does not transfer ownership of Purchaser’s land, building, completed physical farm, Pivot System, Outputs, Purchaser Data, or other physical assets to Vendor.

8.11 Funding, donor, and Grant risk. Vendor is not responsible for a Grantor’s, donor’s, government’s, Foundation’s, bank’s, or other funder’s decision to deny, reduce, suspend, terminate, recapture, or refuse reimbursement of funding except to the extent the decision directly results from Vendor’s material breach of an incorporated obligation assigned to Vendor. Purchaser remains responsible for funding eligibility, truthful applications, required approvals, expenditure allowability, program income, reporting, and other recipient or subrecipient obligations allocated to Purchaser under Article 12.

8.12 International and regulatory risk. Purchaser is responsible for identifying and satisfying destination-country laws governing land, construction, local professional review, nonprofit operations, importation, taxes, customs, employment, agriculture, health and safety, and other local matters allocated to Purchaser. Vendor is responsible for laws applicable to Vendor’s own export, contracting, software, Data, shipment, and other performance. Neither Party assumes the other Party’s independent regulatory obligations except as expressly stated in this Agreement.

8.13 Mitigation. A Party seeking damages shall take commercially reasonable steps to mitigate avoidable loss after learning of the event giving rise to the claim, to the extent mitigation is lawful, safe, consistent with applicable funding conditions, and does not require waiver of a material right. Recoverable damages may be reduced to the extent a Party unreasonably fails to mitigate an avoidable loss.

8.14 Insurance required by law. Each Party shall maintain insurance legally required for its own operations and personnel. Purchaser is responsible for insurance legally or contractually required for its land, building, construction activities, contractors, employees, volunteers, vehicles, physical farm operations, and other locally controlled risks. Vendor is responsible for insurance legally required for Vendor’s own business and personnel.

8.15 Additional agreed insurance. Insurance beyond what law requires, including commercial general liability, product liability, professional or technology errors and omissions, cyber liability, workers’ compensation, employer’s liability, automobile liability, cargo coverage, builder’s risk, property insurance, umbrella coverage, claims-made continuity, extended reporting periods, additional-insured status, waiver of subrogation, or specific policy limits, applies only if expressly completed in Exhibit B or a separate construction or services agreement. No unlisted insurance obligation is implied by the nature, size, funding source, or international location of the deployment.

8.16 Evidence of insurance. A Party required to provide evidence of agreed insurance shall ordinarily provide a certificate of insurance or equivalent evidence customarily available in its jurisdiction. Full policies, endorsements, additional-insured endorsements, notices of cancellation, or other policy documents are required only when expressly stated in Exhibit B or required by applicable law or an incorporated funding condition. Evidence of insurance does not expand coverage or alter the allocation of liability in this Agreement.

8.17 Insurance does not replace contractual responsibility. The existence, absence, denial, limitation, exhaustion, insolvency, or other status of insurance does not independently increase or decrease a Party’s contractual liability cap, create liability where none otherwise exists, excuse performance of a contractual obligation, or make an insurer a Party to this Agreement.

8.18 Restricted funds and liability. The existence of restricted grant or donor funds does not by itself extinguish an otherwise valid contractual obligation, and nothing in this Agreement requires Purchaser to spend restricted funds unlawfully. If a funding restriction affects payment or settlement, the Parties shall cooperate in good faith to identify a lawful source or procedure without changing the substantive obligation unless required by law or agreed in writing.

8.19 No limitation of third-party rights. The liability limits in this Article allocate risk between the Parties and do not purport to limit the rights of a third-party claimant who is not bound by them. Defense and indemnification of covered third-party claims are governed by Article 9.

8.20 Separate build-team risk allocation. If Vendor, an affiliate, or an approved build team provides construction, installation, commissioning, or onsite services under a separate signed agreement, the liability and insurance provisions applicable specifically to that work shall be stated in that separate agreement. No construction-services liability is created under this Agreement merely because Vendor makes an optional build-team pathway available.

Article 9 Defense and Indemnification

9.1 Vendor intellectual-property indemnity. Vendor shall defend Purchaser and its directors, officers, employees, volunteers, and authorized agents acting in that capacity against a third-party claim alleging that Purchaser’s authorized use of a Vendor-supplied Blueprint Kit, Pivot System design, OmniLearn System, Documentation, or other Licensed Technology infringes or misappropriates that third party’s patent, copyright, trademark, or trade-secret right, and shall indemnify them for resulting damages, approved settlements, and reasonable defense costs. This obligation applies only to the Vendor-supplied and authorized-use portion of the claim.

9.2 IP exclusions. Vendor has no obligation under Section 9.1 to the extent a claim would not have arisen but for: (a) an unauthorized modification of the affected Licensed Technology; (b) an unauthorized combination with an item, system, design, or process not supplied, required, or approved by Vendor; (c) use outside the Permitted Use or after notice requiring cessation of affected use under a valid infringement remedy; (d) Purchaser’s continued use of an affected item after Vendor supplied a materially conforming noninfringing replacement; or (e) specifications or materials supplied by Purchaser. Following Vendor’s instructions, using locally sourced materials contemplated by the Blueprint Kit, or using an approved contractor does not by itself create an exclusion.

9.3 Vendor indemnity for other third-party claims. Vendor shall defend and indemnify the Purchaser protected persons identified in Section 9.1 against third-party claims for bodily injury, death, tangible-property damage, or other legally compensable harm to the extent caused by Vendor’s material breach, negligence, gross negligence, or willful misconduct in performing this Agreement. Vendor is not responsible under this Section for claims caused by Purchaser’s site, construction, contractors, local professional services, operation, maintenance, unauthorized modification, or other matters allocated to Purchaser, except to the extent Vendor’s conduct contributed to the harm.

9.4 Purchaser indemnity. Purchaser shall defend Vendor and its directors, officers, employees, and authorized agents acting in that capacity against third-party claims and indemnify them for resulting damages, approved settlements, and reasonable defense costs to the extent caused by: (a) Purchaser’s unauthorized replication, manufacture, disclosure, distribution, modification, transfer, or use of Licensed Technology; (b) Purchaser’s material breach of this Agreement; (c) Purchaser’s negligent construction, site preparation, contractor selection or supervision, operation, maintenance, agricultural activity, or locally controlled professional work; (d) Purchaser’s gross negligence or willful misconduct; or (e) Purchaser’s false or materially misleading funding, customs, tax, organizational-status, or regulatory representation. Authorized use, sale, donation, or distribution of Outputs is not unauthorized distribution of Licensed Technology.

9.5 No indemnity for another Party’s sole fault. An indemnifying Party has no obligation to indemnify a protected person for harm to the extent caused by that protected person’s own negligence, gross negligence, willful misconduct, fraud, or material breach. Responsibility shall be allocated according to each responsible person’s legally determined contribution to the covered claim. For any provision connected with construction, reconstruction, installation, alteration, remodeling, repair, demolition, or maintenance work on a building, structure, or real property, no Party is required to indemnify another person or entity for injury to persons or damage to property not caused by the indemnifying Party or its employees, agents, or subcontractors, to the extent such an obligation is void under applicable law.

9.6 Funding and Grant claims. Purchaser shall defend and indemnify Vendor protected persons against third-party Grantor, donor, governmental, or pass-through claims, including recapture, repayment, penalties, or disallowance, to the extent caused by Purchaser’s materially inaccurate application or certification, unapproved expenditure, failure to obtain required approval, misuse of funds, prohibited program income, recipient or subrecipient breach, or other funding duty allocated to Purchaser. Vendor shall defend and indemnify Purchaser protected persons against such claims to the extent caused by Vendor’s breach of a funding obligation expressly incorporated in Exhibit C and assigned to Vendor. Restricted funds shall not be used unlawfully, but a funding restriction does not erase an otherwise valid indemnity obligation.

9.7 Data, confidentiality, and security claims. Third-party claims arising from Confidential Information, Purchaser Data, privacy, or security are indemnified only to the extent the claim results from the indemnifying Party’s breach of Articles 10 or 11, negligence, gross negligence, willful misconduct, or violation of law applicable to that Party’s role. The liability cap or special cap applicable to these claims shall be the treatment expressly completed in Exhibit B under Section 8.5. This Section does not create an unsupported promise that every privacy or security event is indemnified without regard to fault, scope, causation, or law.

9.8 Notice of claim. A Party seeking defense or indemnification shall give the indemnifying Party prompt written notice describing the claim and provide reasonably available claim documents. Delay or deficiency in notice reduces the indemnifying Party’s obligation only to the extent the delay or deficiency causes material prejudice. Notice shall not be delayed where immediate action is reasonably necessary to protect persons, property, Data, legal deadlines, funding rights, or defenses.

9.9 Control of defense. The indemnifying Party may control the defense with qualified counsel reasonably acceptable to the indemnified Party. The indemnified Party may participate through counsel at its own expense. If an actual conflict of interest or other legal requirement makes separate counsel reasonably necessary, the indemnifying Party shall pay the reasonable cost of that separate counsel, subject to Article 8 unless the applicable obligation is expressly uncapped. The indemnifying Party shall keep the indemnified Party reasonably informed and shall not impair the indemnified Party’s legal, regulatory, funding, insurance, or reputational interests through unreasonable defense conduct.

9.10 Settlement. The indemnifying Party shall not settle a claim without the indemnified Party’s prior written consent if the settlement: (a) requires payment by the indemnified Party; (b) imposes an admission, injunction, license restriction, operational restriction, corrective action, reporting duty, or other nonmonetary obligation on the indemnified Party; (c) affects ownership or permitted use of land, physical assets, Outputs, Purchaser Data, or Licensed Technology beyond the affected claim; (d) fails to provide a complete and unconditional release of the indemnified Party from the settled claim; or (e) conflicts with applicable law or an incorporated funding requirement. Consent shall not be unreasonably withheld for a fully funded settlement that imposes none of those conditions.

9.11 Cooperation and protective action. The indemnified Party shall provide reasonable cooperation, information, witnesses, and access to relevant records needed for the defense, subject to confidentiality, privilege, privacy, Data minimization, funding restrictions, and reasonable operational protections. The indemnifying Party shall bear reasonable out-of-pocket cooperation costs. If the indemnifying Party fails to undertake or diligently maintain a required defense after reasonable notice, the indemnified Party may take reasonable protective action and seek recovery of covered costs within the applicable Article 8 limits.

9.12 IP claim remedies. If a covered IP claim materially threatens Purchaser’s authorized use, Vendor shall, at its expense and in addition to the defense obligation, use commercially reasonable efforts to: (a) obtain the right for Purchaser to continue the affected authorized use; or (b) modify or replace the affected Licensed Technology so that it is noninfringing while preserving the material Specifications. If neither option is commercially practicable within a reasonable time, Vendor may terminate the affected licensed scope and shall refund Fees paid for that affected scope within thirty (30) days. If the affected element renders the entire purchased package materially unusable and Vendor supplies no conforming substitute, the integrated-package refund stated in Exhibit B applies. Purchaser shall discontinue refunded affected use while retaining lawful access to Purchaser Data and required records. Independently procured construction costs are not refunded unless separately agreed or legally recoverable.

9.13 Liability-cap interaction. Defense costs and indemnity payments count toward the applicable Article 8 cap except where Article 8 or Exhibit B expressly provides otherwise. No Party may obtain duplicate recovery under indemnity, breach, tort, refund, insurance, or another theory for the same loss. Insurance proceeds and third-party recoveries shall be credited only to the extent necessary to prevent duplicate recovery and shall not reduce an insurer’s independent obligations.

9.14 Claims between the Parties. This Article principally governs covered third-party claims. Direct claims between Vendor and Purchaser are governed by the other provisions of this Agreement, including Articles 4, 8, 10, 11, 13, and 15, unless this Article expressly states otherwise. A Party may not convert an excluded direct claim into an indemnity claim merely by characterizing the other Party as a third party.

9.15 Survival. Indemnification obligations survive expiration, nonrenewal, or termination for claims arising from acts, omissions, circumstances, or rights existing before the effective end of the applicable obligation, subject to applicable limitation periods, notice requirements, Article 8, and mandatory law.

Article 10 Confidentiality, Protected Information, and Required Disclosure

10.1 Confidential Information. “Confidential Information” means nonpublic information disclosed or made available by or on behalf of one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) that is marked or identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information includes, as applicable, nonpublic Blueprint Kit materials; protected Pivot System designs, geometry, specifications, interfaces, manufacturing information, and know-how; nonpublic OmniLearn System software, architecture, workflows, training content, security information, credentials, and technical Documentation; trade secrets; business plans; pricing not made public; nonpublic Coalition information; Purchaser Data; Beneficiary Data; nonpublic funding and donor information; and the nonpublic negotiated terms of this Agreement.

10.2 Information not confidential merely by association. Publicly observable features of the completed farm, lawfully public information, Outputs, and information independently outside the definition in Section 10.1 do not become Confidential Information merely because they relate to the Farm System or a Party. This Section does not grant a right to replicate, manufacture, copy, reverse engineer, or otherwise misuse Vendor IP and does not alter Article 3 or Article 6.

10.3 Standard exclusions. Confidential Information does not include information that the Receiving Party can reasonably document: (a) is or becomes lawfully public without breach of this Agreement or another duty; (b) was lawfully known to the Receiving Party without confidentiality restriction before receipt from the Disclosing Party; (c) is lawfully received from a third party without breach of a duty owed to the Disclosing Party; or (d) is independently developed by personnel who did not use or rely upon the Disclosing Party’s Confidential Information. A combination of public elements may remain confidential if the nonpublic combination itself satisfies Section 10.1.

10.4 Duty of care and limited use. The Receiving Party shall use Confidential Information only to perform this Agreement, exercise rights under it, obtain or administer lawful funding, satisfy authorized oversight, or comply with law. The Receiving Party shall protect Confidential Information with at least reasonable care appropriate to its sensitivity and no less care than it uses for comparably sensitive information of its own. Access shall be limited to persons who reasonably need the information for an authorized purpose.

10.5 Authorized recipients. The Receiving Party may disclose relevant Confidential Information to its employees, officers, directors, volunteers, Operating Nonprofit personnel, approved contractors, professional advisers, insurers, auditors, Grantors, donors, pass-through entities, regulators, and other authorized oversight persons only to the extent reasonably necessary for the permitted purpose and subject to appropriate contractual, statutory, regulatory, professional, or other enforceable confidentiality duties where available. Contractor access to Licensed Technology remains subject to the single-project and access restrictions in Articles 2 and 3.

10.6 Purchaser funding and oversight disclosures. Purchaser may disclose the Agreement, invoices, payment records, delivery records, acceptance records, and other transaction information reasonably required for a lawful grant application, donor approval, board review, procurement process, audit, monitoring activity, tax review, insurance review, or governmental oversight. Purchaser shall request confidential treatment where reasonably available and shall not disclose source code, protected manufacturing information, credentials, exploitable security details, or unrelated technical materials unless the applicable legal or incorporated funding requirement specifically reaches that information.

10.7 Legally required disclosure. If the Receiving Party is required by subpoena, court order, law, regulation, governmental demand, Grant condition, or other legally binding process to disclose Confidential Information, the Receiving Party may make the required disclosure. Where lawful and reasonably practical, the Receiving Party shall give the Disclosing Party advance notice sufficient to seek a protective order or other lawful protection and shall reasonably cooperate at the Disclosing Party’s expense. Disclosure shall be limited to the information legally required. No notice obligation shall cause the Receiving Party to miss a mandatory deadline or violate law.

10.8 Protective treatment. Where a court, regulator, auditor, or other authority directs disclosure of trade secrets or other highly sensitive Confidential Information, the Parties shall cooperate, where lawful, in seeking confidential filing, protective orders, restricted access, redaction, in-camera treatment, or other available protective measures. Nothing in this Agreement guarantees that an authority will grant confidential treatment or prevents an authority from exercising a lawful disclosure right.

10.9 Vendor Licensed Technology protections. Purchaser shall use reasonable administrative, technical, and physical controls to protect nonpublic Licensed Technology from unauthorized access, copying, extraction, publication, distribution, measurement for replication, or disclosure. Protected Blueprint Kit files, OmniLearn credentials, nonpublic Pivot System technical details, and other protected materials shall be provided only to authorized persons and only for the single Authorized Unit and permitted task. Reasonable photographs, public communications, donor reporting, or documentation of the completed physical farm are not prohibited merely because the farm appears, provided protected technical details are not intentionally exposed for unauthorized use.

10.10 Purchaser Data and Beneficiary Data. Purchaser Data and Beneficiary Data are Purchaser Confidential Information for purposes of this Article, subject to applicable law and third-party rights. Vendor may access, use, disclose, retain, export, return, or delete such Data only as permitted by Article 11, Exhibit A, law, incorporated funding requirements, or Purchaser’s lawful documented instructions. Confidentiality does not convert Purchaser Data into Vendor property.

10.11 Credentials and security information. System credentials, authentication information, private keys, access tokens, nonpublic security architecture, vulnerability information, incident-response details, and comparable security-sensitive information shall receive heightened protection appropriate to risk. A Party shall not knowingly transmit such information through an insecure channel when a reasonably available approved secure method exists. Suspected credential compromise or unauthorized access shall be reported promptly under Article 11.

10.12 No unauthorized publicity or endorsement. Confidentiality obligations do not create publicity, endorsement, trademark, or case-study rights. Public statements, names, logos, photographs, testimonials, announcements, and case studies remain subject to Section 16.14. A disclosure lawfully made to a funder, regulator, auditor, or adviser does not constitute public endorsement by the other Party.

10.13 Duration. The obligations in this Article apply during the Term and for five (5) years after expiration or termination with respect to Confidential Information that does not qualify for longer protection. Trade secrets shall remain protected for so long as the information qualifies for trade-secret protection under applicable law. Independent privacy, security, funding, IP, licensing, record-retention, and Data obligations survive for their separately applicable periods.

10.14 Return, deletion, and permitted retention. Upon expiration or termination of the applicable right or upon a lawful written request, the Receiving Party shall return or securely delete Confidential Information to the extent required by this Agreement, except for copies retained under a legal, regulatory, audit, insurance, funding, backup, archival, or professional-record obligation or as necessary to exercise a surviving authorized right. Retained copies remain protected by this Article and may not be used for a new purpose. Vendor handling of Purchaser Data follows Sections 11.17 and 11.18, and Purchaser handling of protected Licensed Technology follows Sections 3.7, 6.9, and 13.21 as applicable.

10.15 No obstruction of protected or lawful activity. Nothing in this Article prohibits a Party from reporting suspected unlawful conduct to a governmental authority, cooperating with a lawful investigation, making a disclosure protected by applicable whistleblower or similar law, communicating with its legal counsel, or exercising a nonwaivable legal right. A Party need not obtain the other Party’s permission before making a legally protected disclosure. Confidentiality restrictions shall be interpreted consistently with applicable law.

10.16 Unauthorized disclosure response. A Receiving Party that becomes aware of a material unauthorized use or disclosure of the other Party’s Confidential Information shall notify the Disclosing Party without undue delay, take reasonable steps within its control to contain and mitigate the matter, preserve relevant evidence where appropriate, and cooperate reasonably in remediation. Security Incidents affecting Purchaser Data are governed specifically by Article 11. Notification does not constitute an admission of liability.

10.17 Equitable relief. The Parties acknowledge that actual or threatened misuse of trade secrets, credentials, source code, protected technical information, or other highly sensitive Confidential Information may cause harm for which monetary damages may be inadequate. A Party may seek provisional or equitable relief from a competent court as permitted by applicable law and Article 15. Entitlement, evidentiary requirements, duration, scope, and any bond or security are determined under applicable law; no automatic injunction or automatic bond waiver is created by this Agreement.

10.18 Remedies and Article 8. Damages, defense obligations, indemnification, special caps, and other monetary remedies arising from confidentiality claims remain subject to Articles 8 and 9 and the completed Exhibit B, except to the extent mandatory law provides otherwise. Nothing in this Article creates duplicate recovery for the same loss.

Article 11 Data Privacy, Security, AWS Hosting, and Purchaser Data

11.1 Data ownership and scope. As between the Parties, Purchaser retains its lawful rights in Purchaser Data. Vendor retains all rights in the OmniLearn System, system logic, protected data structures, algorithms, software, Documentation, training content, Blueprint Kit content, Pivot System designs, and other Licensed Technology. Vendor may process Purchaser Data only to provide, secure, support, administer, and maintain the contracted OmniLearn System and Coalition Connectivity; comply with lawful documented instructions, this Agreement, or applicable law; and perform any additional purpose expressly completed in Exhibit A. Purchaser Data does not become Vendor property merely because it is hosted, organized, analyzed, displayed, or processed through OmniLearn.

11.2 AWS hosting. Vendor shall use Amazon Web Services (AWS) as the approved cloud-hosting environment for the cloud-hosted portions of OmniLearn, subject to the regions, services, configurations, data locations, and subprocessors completed in Exhibit A. The Parties acknowledge that cloud security responsibilities are shared. Vendor is responsible for configuring and operating the Vendor-controlled OmniLearn workload and access in accordance with this Agreement, while AWS is responsible for the underlying AWS infrastructure according to the applicable AWS service model. Purchaser remains responsible for Purchaser-controlled devices, local networks, credentials, user administration, locally managed integrations, and other responsibilities expressly assigned to Purchaser in Exhibit A.

11.3 Data schedule. Before production processing begins, Exhibit A shall identify the categories of Purchaser Data and any Beneficiary Data to be processed; purposes of processing; source of the Data; authorized user types; hosting and support locations; approved AWS regions; retention periods; backup cycle; export format; telemetry; support access; Coalition data flows; subprocessors; Data roles; and any required privacy or data-processing addendum. Vendor shall not materially expand the categories or purposes of processing without Purchaser’s prior written authorization unless the additional processing is required by law.

11.4 Data minimization. Vendor shall design and operate OmniLearn to collect and process only the Purchaser Data reasonably necessary for the agreed functions and purposes. Beneficiary-level personal information is not required merely for operation of the physical farm unless Exhibit A expressly identifies a lawful function requiring it. Purchaser shall avoid submitting sensitive or out-of-scope personal information that OmniLearn does not require. If out-of-scope sensitive Data is discovered, the Parties shall cooperate promptly to secure, minimize, return, or delete it as appropriate and legally permitted.

11.5 Permitted processing and prohibited uses. Vendor shall not sell Purchaser Data, use Purchaser Data for unrelated advertising, treat Purchaser Data as Vendor property, or use Purchaser Data or Beneficiary Data to train an external or general-purpose AI model without specific lawful written authorization from Purchaser. Vendor may use aggregated or de-identified operational information only for the purposes expressly completed in Exhibit A, which may include providing, securing, supporting, evaluating, or improving OmniLearn and administering authorized Coalition functions. Vendor shall not attempt to re-identify information designated and maintained as de-identified.

11.6 Security safeguards. Vendor shall implement and maintain reasonable administrative, technical, and organizational safeguards proportionate to the nature of the Purchaser Data and the risks of the contracted processing. The implemented controls shall be accurately described in Exhibit A and may include access controls, least-privilege role assignments, privileged-user protections, secure authentication, encryption in transit and at rest where appropriate, logging, monitoring, vulnerability and patch management, backup and recovery procedures, secure development practices, credential protection, and incident-response procedures. No certification, framework compliance, encryption method, recovery time, recovery point, or other security control is promised unless actually implemented and expressly identified.

11.7 Purchaser security responsibilities. Purchaser shall use reasonable safeguards for its OmniLearn accounts and locally controlled systems, including protecting credentials, limiting accounts to authorized persons, promptly removing access no longer needed, maintaining supported local devices and connectivity, and notifying Vendor promptly of suspected account compromise. Purchaser shall not knowingly disable agreed security controls, share individual credentials contrary to authorized-user rules, introduce malicious code, or use OmniLearn to store Data prohibited by this Agreement or applicable law.

11.8 Authorized access. Vendor personnel and approved subprocessors may access Purchaser Data only when reasonably necessary for an authorized purpose and subject to appropriate confidentiality, security, and access restrictions. Privileged access shall be limited according to role and operational need. Vendor shall not provide unrestricted Coalition administrator, contractor, Foundation, donor, or government access to Purchaser Data merely because such person or entity participates in the deployment. Their visibility shall be limited to the Data and functions expressly authorized in Exhibit A, by Purchaser, or by applicable law.

11.9 Subprocessors. Vendor may use AWS and other subprocessors expressly listed or authorized through the process completed in Exhibit A. Vendor shall impose contractual obligations appropriate to the nature of the processing concerning confidentiality, security, privacy, and breach cooperation and remains responsible for the contracted performance of its subprocessors to the extent provided by this Agreement and applicable law. Exhibit A shall state the process, if any, for notice of material subprocessor changes and Purchaser objections based on legitimate data-protection concerns.

11.10 Data locations and international transfers. Approved countries and regions for storage, processing, remote support, backup, and cross-border access shall be completed in Exhibit A. Vendor-controlled processing shall not materially add a new country or region outside the approved scope without prior written authorization and any legally required transfer mechanism or safeguard. Purchaser’s operation of an Authorized Unit in another country does not, by itself, authorize Vendor to transfer Purchaser Data to every country in which the Coalition operates. No universal United-States-only hosting requirement is represented unless expressly selected and applicable.

11.11 Security Incident and Suspected Security Event. “Security Incident” has the meaning in Section 1.31. If Vendor becomes aware of a Security Incident, Vendor shall notify Purchaser without undue delay and within seventy-two (72) hours of awareness unless applicable law requires earlier notice. The initial notice may be preliminary and shall be updated as material facts become available. Vendor shall promptly investigate a Suspected Security Event and provide a preliminary risk notice when the known circumstances reasonably indicate a material risk to Purchaser Data, even if confirmation is still pending.

11.12 Security Incident information and response. To the extent known and legally permitted, Vendor’s Security Incident notice shall identify the nature and approximate timing of the incident; affected systems and categories of Purchaser Data; reasonably known consequences; containment and mitigation actions; whether a subprocessor is involved; and an incident contact. Vendor shall take reasonable steps to contain, investigate, mitigate, remediate, and preserve relevant evidence, and shall reasonably cooperate with Purchaser in fulfilling legally assigned notification, audit, Grantor, insurer, and regulatory obligations. Notification is not an admission of fault or liability.

11.13 Legally required breach notices. Each Party is responsible for breach notifications legally assigned to that Party. Where Vendor maintains computerized personal information that Vendor does not own or license and applicable law requires notification to the owner or licensee following discovery of unauthorized acquisition, Vendor shall make the legally required notification and cooperation. Nothing in this Agreement delays a mandatory notification deadline or requires disclosure of unrelated Confidential Information or trade secrets beyond what law requires.

11.14 Beneficiary and sensitive Data. If Exhibit A authorizes processing of Beneficiary Data, children’s information, health-related information, financial information, government identifiers, or other sensitive personal information, the Parties shall document the applicable purpose, legal basis or authorization, minimum necessary Data, access limitations, retention, transfer restrictions, and additional safeguards before such processing begins. HIPAA, FERPA, COPPA, GDPR, and other specialized regimes apply only when their legal conditions are met; this Agreement does not declare them applicable merely by name.

11.15 Backups, resilience, and recovery. Vendor shall maintain the backup and recovery practices expressly completed in Exhibit A for Purchaser Data and Vendor-controlled OmniLearn services. Backup copies shall remain protected and shall not be used for unrelated purposes. Exhibit A shall state the ordinary backup cycle, retention, recovery expectations if any, and treatment of restored copies following a deletion instruction. No zero-data-loss, continuous availability, or disaster-recovery time guarantee applies unless expressly stated as a measurable Specification.

11.16 Data access and export. During an active Annual License Term, Purchaser may access and export the categories of Purchaser Data identified in Exhibit A using the supported formats and methods stated there. Vendor is not required to export Vendor IP, protected system logic, algorithms, security information, Blueprint Kit content, Pivot System geometry, or information belonging to another customer. If a funding or legal requirement mandates an additional Purchaser Data export format or record, that requirement shall be identified before the affected processing where practicable.

11.17 End-of-term export and transition. Before OmniLearn access ends through expiration, nonrenewal, or termination, Vendor shall provide the notice and retrieval opportunity completed in Exhibit A and shall permit a final export of Purchaser Data in the agreed reasonably usable format, subject to lawful restrictions. Except in an urgent security event, legal prohibition, or circumstance where continued access creates material risk, Vendor shall not intentionally eliminate Purchaser’s agreed Data-export opportunity before the effective end of access. Export does not include source code or other Licensed Technology.

11.18 Return and deletion. After the applicable processing or access term ends, Vendor shall return or make available the agreed Purchaser Data export and then delete active production copies within the period completed in Exhibit A or, if no period is completed, within thirty (30) days after Purchaser’s written deletion instruction following the agreed retrieval opportunity, except to the extent retention is required by law, legal hold, funding record requirement, backup cycle, or other expressly agreed basis. Retained copies remain protected, are not used for ordinary operations, and shall be deleted when the applicable retention basis ends. Vendor shall provide a reasonable certification of completed deletion or permitted retention when requested.

11.19 Logs and records. Vendor shall maintain security, access, processing, incident, and administrative logs to the extent expressly identified in Exhibit A or reasonably necessary to perform Vendor’s obligations. Purchaser shall receive only logs or summaries that relate to Purchaser and are lawfully disclosable. Vendor is not required to disclose another customer’s information, credentials, source code, or exploitable vulnerability details. Mandatory audit and oversight access remains governed by Article 12.

11.20 Data requests and legal process. If Vendor receives a legally binding demand for Purchaser Data, Vendor shall, where legally permitted, notify Purchaser before disclosure and reasonably cooperate with Purchaser’s lawful efforts to narrow, challenge, or protect the disclosure. Vendor shall disclose only the Data legally required. Nothing in this Section requires Vendor to violate law, court order, or a binding governmental restriction.

11.21 Data correction and support. Purchaser is responsible for the accuracy and lawfulness of Purchaser Data it supplies. Vendor shall provide the ordinary correction, account, and support functions expressly identified in Exhibit A. If Purchaser reasonably identifies inaccurate Data caused by a Vendor processing error, Vendor shall use commercially reasonable efforts to correct the error within its controlled systems and associated active copies, subject to backup cycles and legal retention.

11.22 Security review and evidence. At the frequency and scope completed in Exhibit A, Vendor shall make available a reasonable confidential summary of implemented security measures or other agreed evidence sufficient for Purchaser’s legitimate diligence, audit, funding, or regulatory needs. Vendor is not required to provide unrestricted penetration-test details, credentials, source code, architecture that would materially increase security risk, other customers’ information, or documents Vendor is legally or contractually prohibited from disclosing. Mandatory governmental access rights remain unaffected.

11.23 Data protection addenda and changes in law. If applicable law or an identified funding condition requires a data-processing addendum, business associate agreement, standard contractual clauses, or similar instrument, the Parties shall execute the required instrument before the affected processing begins when practicable. A new contractual requirement that materially expands Vendor’s scope, cost, or technical obligations requires a signed amendment unless mandatory law applies without agreement. Mandatory law does not await amendment.

11.24 Coalition Connectivity. Coalition Connectivity shall exchange only the data categories and metrics expressly identified in Exhibit A. Foundation, donor, Operating Nonprofit, Coalition administrator, or other participant visibility shall be role-based and limited to approved purposes. Coalition participation does not transfer ownership of Purchaser Data to Vendor or another participant and does not authorize disclosure of Beneficiary Data unless expressly and lawfully approved.

11.25 Article 8 and Article 9 interaction. Liability, special caps, defense obligations, indemnification, insurance, and monetary remedies relating to privacy, Data, security, Security Incidents, hosting, or subprocessors remain subject to Articles 8 and 9 and the completed Exhibit B, except to the extent applicable law provides otherwise. This Article establishes operational and Data-protection duties but does not create duplicate recovery for the same loss.

Article 12 Funding, Grant, Procurement, and Regulatory Compliance

12.1 Funding-source identification. Before Purchaser commits restricted funds, directs payment, or requires Vendor to perform a funding-specific obligation, Purchaser shall identify in Exhibit C the applicable Grant, donor restriction, governmental program, Foundation condition, pass-through award, procurement requirement, budget period, approval, and controlling version of required terms. Unrestricted donations and Purchaser operating funds shall not be treated as Grant Funds unless their governing conditions require that treatment.

12.2 Allocation of responsibility. Purchaser retains the legal and administrative duties assigned to it as recipient, subrecipient, Grantee, Foundation, Operating Nonprofit, award beneficiary, or purchaser, including eligibility, truthful applications, procurement method, competition or exception documentation, internal approvals, allowability, allocation, program income, reporting, property management, and closeout. Vendor retains legal duties applicable to Vendor’s own role and those funding obligations expressly incorporated in Exhibit C and accepted by Vendor. No Party assumes the other Party’s responsibilities by implication.

12.3 No blanket incorporation. No funding announcement, solicitation, award, policy manual, web page, agency guide, donor instruction, or pass-through term is incorporated merely because it exists or applies to Purchaser generally. Exhibit C shall identify the specific clauses intended to bind Vendor, their source and version, the affected transaction scope, any precedence rule, and required certifications. Mandatory law remains effective whether or not accurately summarized, but the Parties shall not knowingly proceed with an unresolved material conflict.

12.4 Federal award procurements. If Purchaser or another contracting entity uses a United States federal award or subaward for this transaction, Purchaser shall determine and document which requirements of 2 C.F.R. Part 200 and the applicable program apply. Where 2 C.F.R. § 200.327 applies, the covered contract shall contain the applicable provisions described in Appendix II to Part 200. Exhibit C shall attach or reproduce the clauses applicable to the actual award and transaction rather than treating every Appendix II provision as universally applicable.

12.5 Procurement procedures and oversight. Purchaser shall use the documented procurement procedures required by its law, organizational rules, and funding source; conduct or document competition, noncompetitive procurement, or another lawful method as applicable; address conflicts of interest; perform required cost or price analysis; obtain required prior approvals; and maintain contract oversight. Vendor shall provide reasonably available factual information and agreed records needed for the procurement but does not certify Purchaser’s procurement compliance unless a specific certification is completed in Exhibit C.

12.6 Cost allowability and allocation. Purchaser shall determine whether the Blueprint Kit price, Pivot System price, Annual Renewal Fee, shipping, taxes, insurance, optional services, construction costs, and other charges are necessary, reasonable, allocable, within the approved budget and performance period, and otherwise allowed under the particular funding source. Vendor shall provide itemized invoices and transaction records promised in Article 5. Vendor does not guarantee reimbursement, Grant eligibility, budget approval, or a funding authority’s treatment of any cost.

12.7 Advance payment and payment sequencing. Purchaser shall obtain any board, Grantor, donor, pass-through, budget, procurement, or governmental approval required before advance payment or release of restricted funds. If an applicable funding rule is incompatible with payment before protected-material release or physical shipment, the Parties shall establish a lawful alternative in a signed amendment before the affected order proceeds. No incompatible Pay-When-Funded arrangement, unsecured extension of credit, or waiver of Vendor’s release conditions is implied.

12.8 Required contract clauses. Exhibit C shall identify and attach any applicable contract provisions concerning remedies for breach, termination for cause or convenience, equal employment opportunity, prevailing wage or anti-kickback requirements, rights to inventions, clean air or water requirements, debarment or suspension, lobbying, procurement of recovered materials, domestic preferences, prohibited telecommunications equipment or services, infrastructure Buy America requirements, records access, audit, or other mandatory flow-downs. Applicability shall be determined from the actual award, threshold, transaction, work, and current rule. A construction clause does not apply merely because Purchaser will separately construct a farm.

12.9 Vendor eligibility and exclusions. Where required for the identified award or transaction, Vendor shall complete the applicable eligibility, debarment, suspension, exclusion, or responsibility certification stated in Exhibit C and shall notify Purchaser within five (5) Business Days after learning of a change that makes the certification materially inaccurate. Vendor is not required to make a program-specific certification that is not applicable or that Vendor cannot truthfully make.

12.10 Conflicts of interest and improper payments. Each Party shall disclose relevant actual or apparent conflicts affecting selection, award, administration, payment, Coalition processing, Foundation involvement, or related-party transactions. Required recusal, independent review, governing-body approval, and documentation shall occur before the affected decision. No Coalition fee, referral fee, gift, commission, contribution, or other payment may be made in a manner that creates a kickback, unlawful private benefit, prohibited self-dealing, procurement violation, or other unlawful conflict.

12.11 Lobbying and political restrictions. No Party shall charge Grant Funds for lobbying prohibited by the applicable award or law. Where a lobbying certification, disclosure, threshold analysis, or lower-tier flow-down is required, Exhibit C shall identify and include it in its prescribed form. This Section does not prohibit lawful, separately funded advocacy or governmental communication that is not prohibited by the applicable law, award, or tax status and does not misuse Vendor branding or Licensed Technology.

12.12 Civil rights, nondiscrimination, and accessibility. Each Party shall comply with civil-rights, nondiscrimination, accessibility, and equal-opportunity requirements applicable to its own role. Purchaser shall identify any requirement that must flow down to Vendor or affect the Deliverables, deployment, training, physical site, or reporting. Agreed technical accessibility Specifications belong in Exhibit A; applicable funding clauses belong in Exhibit C. No universal certification of WCAG, Section 508, physical-site accessibility, or every jurisdiction’s nondiscrimination regime is made unless expressly completed and verified.

12.13 Employment, labor, and contractor requirements. Purchaser is responsible for employment, labor, wage, worker-classification, immigration, workplace-safety, and contractor requirements applicable to Purchaser’s construction and operations. Vendor is responsible for those requirements applicable to Vendor’s personnel and Vendor-controlled work. E-Verify, prevailing-wage, certified-payroll, bonding, and similar requirements apply only where legally required and identified in Exhibit C or a separate build-team agreement.

12.14 Records retention. Each Party shall retain records applicable to its own role for the period required by law, the identified funding source, Exhibit C, or a legal hold. Exhibit C shall identify the covered record categories, retention start event, duration, report submission date, property-disposition period, unresolved audit or claim, and any authorized extension. No universal seven-year or other fixed retention period is created unless expressly completed. Personal and Beneficiary Data shall be minimized and retained only as lawfully necessary.

12.15 Audit and access. Vendor shall provide Purchaser and the authorized governmental, Grantor, pass-through, or audit entities identified in Exhibit C reasonable access to transaction records to the extent required by applicable law or an incorporated funding clause. Access shall be limited to relevant scope and, where permitted, use reasonable notice, confidentiality, security, privilege, Data-minimization, and operational protections. Mandatory lawful access shall not be obstructed. Unrelated customer information, internal margins, source code, trade secrets, security credentials, and protected technical materials are excluded unless the applicable authority lawfully requires them.

12.16 Equipment and physical-property requirements. Purchaser shall identify and comply with property-management, inventory, tagging, insurance, use, encumbrance, relocation, transfer, disposition, and proceeds requirements applicable to Grant-funded physical property, including a supplied Pivot System where legally classified as covered equipment or property. Funding restrictions do not transfer Vendor IP or authorize replication, manufacture, dual use, or software access beyond the Agreement. Any required Grantor interest or disposition right shall be reconciled with Articles 3, 6, 13, and 16 before purchase.

12.17 Intangible property, Data, and publication rights. Purchaser shall identify before ordering any funding requirement affecting patents, copyrights, inventions, Data rights, publications, public access, license rights, governmental-use rights, or intangible-property disposition. Vendor does not agree by implication to assign Background IP, disclose source code, publish trade secrets, grant manufacturing rights, or accept unrestricted governmental rights. Applicable mandatory rights and any additional accepted contractual rights shall be stated in Exhibit C and coordinated with Articles 6, 10, and 11.

12.18 International, sanctions, export, import, and anti-corruption compliance. Each Party shall comply with laws applicable to its role concerning export controls, sanctions, restricted parties, customs, importation, anti-bribery, anti-corruption, anti-money-laundering, and prohibited transactions. Purchaser shall provide accurate destination, end-user, intended-use, consignee, and import information. Neither Party shall make a false customs value, donation characterization, tax statement, certification, or payment. Vendor may suspend an affected shipment or access where reasonably necessary to investigate a legal prohibition, subject to notice where lawful and settlement under Article 13.

12.19 Taxes and nonprofit status. Purchaser shall accurately represent its legal, nonprofit, NGO, Foundation, tax, and registration status and provide transaction-specific exemption documents where applicable. Nonprofit or charitable status does not automatically establish exemption from sales, use, value-added, customs, import, withholding, or other taxes. Tax allocation remains governed by Article 5 and applicable law.

12.20 Foundation and Operating Nonprofit compliance. For a Foundation-funded or Foundation-claimed Authorized Unit, Exhibit C shall identify the Foundation, Operating Nonprofit, recipient or Grantee, payer, Kit ID holder, reporting entity, party responsible for Annual Renewal Fees, and party responsible for award compliance. Assignment of operation does not transfer Vendor IP or relieve a responsible party of funding obligations unless the applicable authority and Vendor approve the change in writing.

12.21 Reporting and certifications. Purchaser is responsible for recipient, subrecipient, donor, board, and program reporting unless Exhibit C assigns a specific factual contribution to Vendor. Vendor shall provide reasonably available factual transaction and performance information expressly required from Vendor. Neither Party shall sign a certification it cannot verify. Prescribed certifications shall retain their legally required wording and shall not be broadened by paraphrase.

12.22 Changes in funding requirements. A new or changed funding condition does not automatically amend this Agreement. The Parties shall assess its applicability, legality, cost, technical effect, schedule impact, confidentiality and IP consequences, and required approvals. Any contractual change requires a signed amendment, except that mandatory law applies according to its terms. If an unresolved change makes continued performance unlawful or materially incompatible, the affected scope may be suspended or terminated under Article 13.

12.23 Regulatory inquiries and cooperation. Each Party shall promptly notify the other of a material governmental, Grantor, donor, or pass-through inquiry concerning the other Party’s performance or records under this Agreement, unless notice is prohibited. The Parties shall cooperate reasonably, preserve applicable privileges and confidentiality, avoid inconsistent statements, and allocate response costs according to responsibility, applicable law, Article 8, and any incorporated funding term.

12.24 Clawbacks, disallowances, and repayment. Purchaser bears a funding clawback, disallowance, repayment, penalty, or interest charge to the extent caused by Purchaser’s ineligibility, inaccurate representation, procurement failure, unapproved expenditure, misuse, reporting failure, program-income treatment, property disposition, or other duty allocated to Purchaser. Vendor bears such amount to the extent directly caused by Vendor’s breach of an incorporated obligation assigned to Vendor. Defense and indemnification follow Article 9; liability limitations follow Article 8.

12.25 No guarantee and no third-party beneficiary. Vendor does not guarantee funding approval, reimbursement, tax treatment, procurement approval, donor acceptance, or continuing eligibility. No Grantor, donor, Foundation, government, pass-through entity, beneficiary, or Coalition participant receives a contractual enforcement right unless Exhibit C expressly identifies that beneficiary and the exact right, without limiting independent statutory or regulatory authority.

Article 13 Term, Renewal, Suspension, Termination, and Post-Termination Effects

13.1 Agreement term. This Agreement begins on the Effective Date and continues until all purchased performance, payment, license, Data, records, and other obligations have expired or been terminated in accordance with this Article. The Agreement term is distinct from each Annual License Term. Completion of delivery, acceptance, or construction does not end provisions intended to govern continuing use of the Authorized Unit, retained Documentation, Vendor IP, Purchaser Data, or other surviving rights and duties.

13.2 Annual License Terms. Each purchased OmniLearn System entitlement lasts for one twelve-month Annual License Term beginning on the precise event stated in Exhibit B. The activation date and scheduled end date shall be recorded. Payment, credential issuance, delivery verification, shipment, construction commencement, or construction completion shall not independently determine the start date unless Exhibit B expressly selects that event.

13.3 Affirmative renewal only. Renewal is not automatic. Purchaser may purchase a future Annual License Term only through affirmative written authorization and payment of the then-applicable agreed Annual Renewal Fee. Silence, continued ownership of the physical farm or Pivot System, continued possession of Documentation, continued production or sale of Outputs, or prior renewal does not constitute renewal. Signing this Agreement does not create a multi-year debt or accelerate unpurchased future Annual License Terms.

13.4 Nonrenewal. Purchaser may decline a future Annual License Term without cause or penalty and without surrendering its land, building, completed physical farm, lawfully purchased Pivot System, Outputs, or Purchaser Data. Nonrenewal does not create a refund for an Annual License Term already delivered. Renewal-dependent OmniLearn functions, Coalition Connectivity, updates, patches, hosted records access, and support end as stated in Exhibit A. The continuing right, if any, to operate the existing physical unit, use retained maintenance Documentation, export records, obtain replacement components, or perform safe shutdown shall be stated expressly in Exhibit A and shall not be inferred either for or against Purchaser.

13.5 Continuity status for temporary funding interruption. If Purchaser remains an eligible nonprofit or NGO but cannot timely renew because of a temporary funding interruption, Vendor may offer a written continuity status on the terms stated in Exhibit A or a signed amendment. Continuity status may preserve the Kit ID, approved transfer pathway, records, or limited safety communications, but does not create free OmniLearn access, operational rights, waived Fees, automatic renewal, or a perpetual software license unless expressly stated. Vendor shall apply any offered continuity criteria consistently and in good faith.

13.6 Suspension events. Vendor may suspend only the affected OmniLearn access, shipment, support, Coalition function, credential, or other separable scope where reasonably necessary because of: (a) uncured nonpayment of an undisputed matured amount; (b) a credible security threat or compromised credential; (c) unauthorized replication, disclosure, manufacture, transfer, or access; (d) unlawful use or a legal prohibition; (e) a serious and immediate safety risk connected to Vendor-supplied technology; or (f) another suspension event expressly stated in Exhibit A or Exhibit C. Suspension shall be limited to the scope and duration reasonably necessary to address the event.

13.7 Suspension notice and emergency action. Except where immediate action is reasonably necessary to protect persons, property, Data, security, Vendor IP, legal compliance, or system integrity, Vendor shall provide written notice describing the suspension basis and a reasonable opportunity to cure before suspension. For emergency suspension, Vendor shall provide notice without undue delay after action, identify the affected functions, and state available remediation steps. Vendor shall not use suspension as a means to take ownership of Purchaser assets, obstruct lawful Data export, conceal nonperformance, or coerce purchase of an unagreed service.

13.8 Reinstatement after suspension. Vendor shall restore suspended scope within a commercially reasonable time after the suspension basis has been cured, the risk has been reasonably controlled, or the legal prohibition has ended, subject to any required credential reset, security review, training update, payment, or lawful verification. Reinstatement does not extend the Annual License Term unless Exhibit A, a service credit, a signed amendment, or applicable law so provides.

13.9 Termination for material breach. Either Party may terminate the affected scope if the other Party materially breaches this Agreement and fails to cure within thirty (30) calendar days after receiving detailed written notice. If a breach cannot reasonably be cured within thirty days, the breaching Party shall avoid termination by beginning cure within that period, providing a reasonable written cure plan, and diligently completing cure, unless continued performance creates an urgent safety, security, IP, legal, or funding risk. A different cure period applies only if this Agreement expressly provides it or the Parties agree in writing.

13.10 Immediate termination for specified serious breach. To the extent permitted by law, Vendor may terminate the affected licensed scope immediately upon written notice for intentional unauthorized replication or manufacture of Licensed Technology, intentional distribution of protected materials for unauthorized use, deliberate circumvention of access controls for unlawful use, or a materially fraudulent claim of authority or nonprofit eligibility that makes continued performance unlawful or fundamentally defeats the Permitted Use. Purchaser may terminate affected scope immediately upon written notice for Vendor fraud, intentional misrepresentation of licensing authority, intentional undisclosed disabling of paid access outside an authorized suspension, or Vendor’s unequivocal refusal to perform a matured material delivery or refund obligation. Immediate termination shall remain proportionate to separable affected scope where reasonably possible.

13.11 Insolvency and cessation. A Party may exercise termination or protective rights arising from insolvency, bankruptcy, receivership, dissolution, or cessation of relevant operations only to the extent permitted by applicable law. No provision automatically terminates a license or other right in violation of applicable bankruptcy law. The Parties shall address continuity, assignment, prepaid scope, Purchaser Data, and protected materials consistently with mandatory law and any enforceable successor arrangement.

13.12 Legal-compliance termination. Either Party may suspend or terminate affected scope if continued performance would violate applicable law, sanctions, export restrictions, a binding governmental order, or an incorporated funding prohibition. The terminating Party shall provide notice and supporting explanation where lawful, limit the action to affected scope where reasonably separable, cooperate to reduce avoidable disruption, and settle prepaid or accrued amounts under this Article and Exhibit B.

13.13 Pre-release cancellation. Before the change-of-mind cancellation cutoff stated in Exhibit B, Purchaser may cancel unreleased scope by written notice. Vendor shall provide an itemized settlement of documented, authorized, nonrecoverable costs within thirty (30) days, apply any agreed cap or exclusion in Exhibit B, credit those costs against prepayments, and refund the remaining balance within thirty (30) days after settlement. No cancellation fee, forfeiture, liquidated damages, or retained deposit applies unless expressly completed in Exhibit B and enforceable.

13.14 Post-cutoff cancellation. After the change-of-mind cancellation cutoff, Purchaser has no right to cancel or obtain a refund merely because Purchaser changes its mind, changes sites, elects not to construct, loses anticipated funding, dislikes the disclosed design after review, or chooses another project. This limitation does not eliminate remedies for nondelivery, uncured material nonconformity, infringement, fraud, material misrepresentation, Vendor breach, an incorporated mandatory funding termination right, or another nonwaivable legal right.

13.15 Loss of funding. Before a binding payment obligation arises, Purchaser may discontinue an unfunded order under Article 5 without purchasing the package. After prepayment but before the cancellation cutoff, settlement follows Section 13.13. After the cutoff or delivery, loss, delay, reduction, denial, recapture, or nonrenewal of funding does not automatically erase payment obligations, create a change-of-mind refund, extend OmniLearn access, or authorize continued use beyond purchased rights. Purchaser may decline future unpurchased Annual License Terms.

13.16 Termination for Vendor delivery failure. If Vendor fails to deliver materially agreed scope after cleared payment and fails to correct the deficiency within Article 4’s applicable correction period, Purchaser may terminate the affected scope and receive the affected-scope refund stated in Exhibit B. If Exhibit A identifies an integrated component whose uncured failure renders the complete purchased package materially unusable and Vendor supplies no conforming substitute, the integrated-package refund stated in Exhibit B applies. Independently procured construction, financing, contractor, site, and operating costs are not included unless separately agreed or legally recoverable.

13.17 Termination following IP remedy failure. If Vendor cannot provide continued authorized use or a materially conforming noninfringing substitute under Section 9.12, Vendor may terminate the affected licensed scope and shall issue the applicable refund within thirty (30) days. Purchaser shall discontinue the refunded affected use while retaining lawful access to Purchaser Data and required records. The termination and refund do not transfer Vendor IP or require destruction of unrelated Purchaser property.

13.18 Effect on OmniLearn System access. At expiration, nonrenewal, or termination of an Annual License Term, Purchaser shall cease the affected hosted OmniLearn use as stated in Exhibit A. Vendor may disable affected credentials after providing required notice, cure, export, and transition opportunities. Vendor shall not intentionally destroy Purchaser Data, deny a contractually required export, or disable unrelated paid scope. Emergency security restrictions may be applied under Sections 13.6 and 13.7.

13.19 Purchaser Data return and deletion. Purchaser shall receive the Data-export opportunity, retrieval window, format, and assistance stated in Article 11 and Exhibit A. Vendor shall not delete active Purchaser Data before the agreed retrieval opportunity except where immediate deletion is legally required or necessary to contain a security threat, in which case Vendor shall preserve and return unaffected Data where reasonably possible. Retention, backup expiration, certification, and lawful exceptions follow Article 11.

13.20 Physical assets and Outputs. Expiration, nonrenewal, suspension, or termination does not transfer Purchaser’s land, building, completed physical farm, lawfully purchased Pivot System, ordinary construction materials, Outputs, or other physical property to Vendor. A return obligation applies only to a specific Vendor-supplied item included in an agreed refund, repair, replacement, carrier claim, or separate secured transaction. Vendor has no repossession or real-property right unless expressly established in a separate lawful signed instrument.

13.21 Protected materials after termination. Purchaser shall cease affected licensed use and return, delete, disable, or retain Blueprint Kit materials, Documentation, credentials, and other protected materials only as authorized by Articles 3, 6, 10, and completed Exhibit A. Purchaser may retain legally required records and expressly permitted maintenance Documentation, but retention does not authorize a new build, additional unit, software copying, Pivot System manufacture, or disclosure to unauthorized persons. A reasonable certification of deletion or permitted retention may be required.

13.22 Accrued Fees, credits, and refunds. Purchaser shall pay undisputed Fees that accrued for purchased and delivered scope before the effective termination date. Termination does not accelerate unpurchased future Annual License Terms. Vendor shall refund prepaid Fees for undelivered terminated scope where this Agreement or law requires, subject to lawful settlement, credits, and price allocations in Exhibit B. Disputed amounts remain subject to Article 15. No unlisted termination penalty is payable.

13.23 Effect on Foundation and Operating Nonprofit arrangements. Termination, suspension, or replacement of an Operating Nonprofit does not automatically terminate a Foundation’s separate rights or obligations as Kit ID holder, payer, or funding party. Exhibit A, Exhibit B, Exhibit C, and any approved assignment shall identify which rights and duties are affected. No replacement operator may receive Licensed Technology or OmniLearn access until eligibility, confidentiality, training, security, and funding requirements are satisfied.

13.24 Transition cooperation. Following nonrenewal or termination, each Party shall provide reasonable cooperation needed to settle accounts, complete required records, protect persons and property, export Purchaser Data, address open carrier or warranty matters, transition authorized operation, and satisfy incorporated funding or regulatory duties. Transition assistance beyond included obligations may be charged only if scope and rates are stated in Exhibit A, Exhibit B, or a signed amendment. A Party is not required to disclose source code, manufacturing secrets, unrelated records, or other rights not granted by this Agreement.

13.25 Survival. Provisions concerning IP ownership and restrictions, physical ownership, Outputs, accrued payment and refund duties, liability, indemnification, confidentiality, Data protection and disposal, records and audits, dispute resolution, governing law, and any other provision that by its nature must continue shall survive for the period necessary to fulfill their purpose. Survival does not revive expired OmniLearn access, create an unpurchased renewal, or preserve an obsolete obligation expressly ended by settlement.

13.26 No waiver of mandatory rights. This Article applies to the maximum extent permitted by applicable law. No termination, suspension, cancellation cutoff, refund restriction, deletion instruction, survival clause, or other remedy limitation waives fraud, statutory enforcement, bankruptcy protections, mandatory funding rights, or another right that cannot lawfully be waived.

Article 14 Purchaser Status, Nonprofit Eligibility, Foundation Roles, and Mission Compliance

14.1 Accurate organizational identity. Purchaser shall accurately state in the signature page and Exhibit A its legal name, jurisdiction, legal form, principal address, registration number, authorized representative, and claimed nonprofit, nongovernmental organization, charitable, Foundation, ministry, cooperative, educational, public-benefit, tax-exempt, or other status. Purchaser shall not claim United States Section 501(c)(3) recognition, private-foundation status, NGO recognition, tax exemption, governmental status, or another legal classification it does not hold.

14.2 Eligible organizational forms. The Permitted Use may be held or performed only by an entity whose legal status, authority, and mission are compatible with the nonprofit-only scope selected in Exhibit A. Eligibility may include a legally recognized nonprofit, NGO, charitable organization, Foundation, nonprofit institution, nonprofit cooperative, ministry or public institution lawfully eligible for the selected role, or another expressly approved mission-aligned entity. Eligibility depends on the law of the applicable jurisdiction and shall not be inferred from an organization’s name alone.

14.3 Evidence of status. Before protected materials are released, Vendor may request reasonable documentation of Purchaser’s existence, authority, nonprofit or other claimed status, registration, governing approval, authorized signatory, and approved Operating Nonprofit. Documentation may include formation records, registry confirmation, tax-recognition documents, governing-body authorization, or equivalent jurisdictional evidence. Vendor shall protect nonpublic documents under Article 10 and shall not request unrelated personal or Beneficiary Data.

14.4 Continuing status. Purchaser shall maintain the legal existence, authority, and organizational status required for its selected role throughout the period in which Purchaser exercises licensed rights, receives OmniLearn access, holds the Kit ID, or operates as the approved Foundation or Operating Nonprofit. Purchaser shall notify Vendor within ten (10) Business Days after learning of a suspension, revocation, dissolution, loss, material restriction, or other change that could affect eligibility, authority, funding, reporting, transfer, or performance.

14.5 Mission-aligned use. Purchaser shall use the Authorized Unit and Licensed Technology in furtherance of lawful organizational purposes and the mission application stated in Exhibit A. Permitted objectives may include food security, education, community development, humanitarian assistance, agricultural resilience, workforce development, demonstration, research authorized in Exhibit A, or another approved public-benefit purpose. Mission alignment does not authorize additional units, sublicensing, franchising, dealership activity, commercial replication, or disclosure of Licensed Technology.

14.6 Outputs and earned revenue. Purchaser may consume, use, sell, donate, distribute, or otherwise apply Outputs lawfully and consistently with its organizational, tax, donor, Grant, program-income, and mission obligations. Revenue from Outputs does not by itself convert the technology license into a commercial franchise or grant rights to replicate or sell the Farm System. Purchaser remains responsible for determining the legal and tax treatment of its Output activities.

14.7 Foundation-funded deployment. A legally recognized Foundation may fund an Authorized Unit, pay Fees, hold the Kit ID, receive agreed donor-level reporting, and assign day-to-day operation to an approved Operating Nonprofit if Exhibit A, Exhibit B, and Exhibit C identify the parties and allocations. Foundation funding does not transfer Vendor IP, authorize multiple builds under one Kit ID, or permit the Foundation to confer broader rights on an operator than the Foundation holds.

14.8 Operating Nonprofit. An Operating Nonprofit may construct or operate the Authorized Unit only within the approved role and after accepting applicable confidentiality, license, training, security, Data, Coalition, funding, and operational obligations in a signed instrument acceptable under this Agreement. The Operating Nonprofit acquires no independent ownership of Vendor IP and no right to replicate, sublicense, manufacture, transfer, or use the package for another site or unit.

14.9 Responsibilities among Foundation, Purchaser, and Operating Nonprofit. The completed Exhibits shall identify who holds the Kit ID, owns supplied physical items, owns or controls the site and completed physical farm, pays initial and annual Fees, receives invoices, maintains insurance, completes construction, obtains permits, controls Purchaser Data, submits reports, receives donor-level information, and responds to breaches or regulatory inquiries. An operational assignment does not release the Foundation or Purchaser from an obligation allocated to it unless Vendor and any required funding authority approve the change in writing.

14.10 Government, ministry, and public-institution roles. A governmental ministry, department, municipality, public institution, or government-affiliated entity may fund, host, support, or operate an Authorized Unit only to the extent lawful and expressly approved for that role. If the entity is not eligible to hold the nonprofit-only license, it may serve as a host, funder, or public-program partner while an approved nonprofit serves as Purchaser or Operating Nonprofit. Government participation does not grant access to protected technology, permit replication, create political-use rights, or establish governmental endorsement of Vendor.

14.11 Organizational approvals. Purchaser shall obtain the board, trustee, member, ministry, governmental, donor, Grantor, pass-through, or other approvals legally or contractually required before execution, payment, operational assignment, material site change, transfer, or use of restricted funds. Vendor may rely on an authorized certification of approval unless Vendor has actual knowledge that it is materially inaccurate.

14.12 Private benefit and inurement. Purchaser shall not use the transaction, Authorized Unit, Outputs, Purchaser Data, Coalition role, payments, contracts, employment, or related-party arrangements to create unlawful private inurement, impermissible private benefit, excess benefit, diversion of charitable assets, or another prohibited insider benefit. Ordinary arm’s-length compensation, procurement, and commercial transactions are not deemed prohibited merely because compensation is paid, but Purchaser remains responsible for obtaining required review and establishing compliance.

14.13 Private-foundation self-dealing. If a private Foundation is involved, the responsible Foundation parties shall evaluate whether a transaction involves a disqualified person or constitutes direct or indirect self-dealing under applicable law. Relevant sales, exchanges, leases, loans or extensions of credit, provision of goods, services, or facilities, compensation or expense reimbursement, transfers or use of Foundation income or assets, and related controlled-organization transactions shall receive required review before commitment or payment. Vendor does not certify that a Foundation transaction qualifies for an exception.

14.14 Conflicts and related parties. Purchaser shall disclose material relationships involving Vendor, Purchaser leadership, Foundation managers, substantial contributors, donors, Coalition participants, contractors, referral recipients, or other persons who may influence selection, payment, or administration. Where required, conflicted persons shall recuse, disinterested decision makers shall approve the transaction, comparability or procurement information shall be reviewed, and minutes or equivalent records shall document the decision.

14.15 No political or prohibited campaign use. Purchaser shall not use Vendor branding, Licensed Technology, Coalition communications, Purchaser Data, or the Authorized Unit in a manner prohibited by laws governing Purchaser’s organizational or tax status, including prohibited political-campaign intervention where applicable. This Section does not prohibit lawful civic education, public-program activity, advocacy, or governmental communication funded and conducted consistently with applicable law and Article 12.

14.16 Nondiscrimination and beneficiary access. Purchaser shall administer the Authorized Unit and related programs consistently with nondiscrimination, civil-rights, accessibility, and beneficiary-protection requirements applicable to Purchaser’s role, mission, site, and funding. No particular statutory regime is incorporated unless applicable by law or identified in Exhibit C. Vendor does not control eligibility decisions for Purchaser’s beneficiaries unless expressly agreed.

14.17 Safeguarding and vulnerable populations. If Purchaser serves children, displaced persons, patients, students, food-insecure communities, or other vulnerable populations, Purchaser shall maintain safeguarding, consent, supervision, privacy, and incident-response practices required by applicable law and its funding conditions. Vendor shall not request Beneficiary Data or assume program-supervision duties beyond the scope expressly stated in Exhibit A and Article 11.

14.18 Donor and public statements. Purchaser and any Foundation or Operating Nonprofit shall accurately describe the project, funding source, deployment status, Vendor relationship, patent or ownership status, expected outcomes, and actual results. No Party may state or imply that Vendor, a donor, a Foundation, a ministry, a government, a university, or a Coalition participant endorses another Party or guarantees funding, yields, profitability, or outcomes unless written authorization expressly permits the statement.

14.19 Monitoring and certifications. Vendor may request an annual certification reasonably limited to continued organizational eligibility, authorized Kit ID use, approved Operating Nonprofit, and material changes affecting the Agreement. Additional documentation or site access must comply with Sections 3.6, 10, 11, and 12 and shall not extend to unrelated beneficiaries, donors, programs, or records. Purchaser shall not be required to make a certification it cannot truthfully verify.

14.20 Status changes, merger, dissolution, and succession. A merger, consolidation, reorganization, dissolution, leadership transition, loss of status, or program transfer does not automatically authorize assignment or duplicate use. The Parties shall apply Articles 3, 13, and 16 to determine whether the existing entity may continue, an approved successor may assume obligations, continuity status is appropriate, or affected rights must be suspended or terminated. Physical assets do not automatically revert to Vendor.

14.21 Loss of eligibility. If Purchaser or an Operating Nonprofit loses a status required for its role, Vendor may suspend affected licensed access or operation only as permitted by Article 13. Vendor shall consider a lawful cure, replacement operator, successor nonprofit, Foundation-held continuity arrangement, or other reasonable transition where compatible with safety, IP protection, funding, and applicable law. Loss of eligibility does not erase accrued payment, refund, Data, records, or physical-ownership rights.

14.22 Transfers and replacement operators. A transfer of Kit ID rights, licensed rights, or operational responsibility requires the approvals and signed documentation required by Articles 3 and 16 and any applicable funding authority. A replacement operator must satisfy eligibility, confidentiality, security, training, Data, insurance, mission, and funding requirements before receiving access. The outgoing operator shall return or delete protected materials and credentials as required while preserving lawful records.

14.23 No guarantee of exemption or treatment. Vendor does not guarantee that Purchaser, a Foundation, an Operating Nonprofit, a ministry, a donation, a Grant, a purchase, an Output activity, or a cross-border deployment receives a particular charitable, tax, customs, procurement, governmental, or regulatory treatment. Each responsible entity shall obtain its own legal, tax, accounting, and regulatory advice.

14.24 Good-faith cooperation. Vendor shall reasonably cooperate with disclosed lawful mission, governance, donor, Foundation, and nonprofit requirements that do not materially alter Vendor’s scope, price, IP rights, security, Data duties, or legal obligations. A material new requirement requires a signed amendment under Article 16; mandatory law applies according to its terms.

Article 15 Dispute Resolution, Arbitration, and Equitable Relief

15.1 Covered Dispute. “Dispute” means a claim, controversy, or disagreement between the Parties arising from or relating to this Agreement, a purchased package, a Kit ID, the Deliverables, the Licensed Technology, an Annual License Term, performance, breach, suspension, termination, refund, or enforcement. A Dispute does not include a matter expressly excluded from arbitration under Section 15.8 or a governmental, Grantor, donor, regulatory, criminal, or administrative proceeding that the Parties lack authority to resolve privately.

15.2 Written notice. Before beginning mediation or arbitration, the claiming Party shall give written notice identifying the material facts, Agreement provisions, affected Kit ID or scope, requested relief, and available supporting records. The responding Party shall provide a substantive written response within fifteen (15) Business Days. Notice need not disclose privileged material or information prohibited from disclosure by law.

15.3 Good-faith negotiation. Authorized representatives with settlement authority shall confer in good faith within fifteen (15) Business Days after the response is due. The negotiation period ends thirty (30) calendar days after receipt of the Dispute notice unless extended in writing. A Party’s failure to participate does not indefinitely delay the process. The Parties may continue ordinary performance during negotiation to the extent safe, lawful, funded, and reasonably practicable.

15.4 Mediation. If negotiation does not resolve the Dispute, either Party may demand nonbinding mediation. The Parties shall select a neutral mediator with experience in commercial technology, intellectual property, nonprofit, agricultural-system, or international transactions, as relevant. If they do not agree on a mediator within ten (10) Business Days, either Party may request appointment by JAMS or another provider mutually agreed in writing. Mediation may occur remotely unless both Parties agree to an in-person session. Unless otherwise agreed, mediator charges are shared equally and each Party bears its own attorneys’ fees and internal costs.

15.5 Mediation timetable and confidentiality. Mediation should occur within forty-five (45) calendar days after the demand and ends sixty (60) calendar days after the demand unless the Parties extend it in writing or the mediator declares an impasse. Negotiation and mediation communications are confidential settlement communications to the extent permitted by applicable law. This protection does not conceal independently discoverable evidence, prevent required funding or regulatory reporting, or bar a legally protected disclosure.

15.6 Binding arbitration. A Dispute not resolved through negotiation and mediation shall be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures in effect when the arbitration is commenced, unless Exhibit B identifies another agreed provider or rules. The arbitration agreement is written and shall be interpreted to remain enforceable to the maximum extent permitted by applicable law. If the selected provider is unavailable or refuses administration, the Parties shall agree on a comparable neutral provider or seek lawful appointment of an arbitrator.

15.7 Seat, hearing format, and language. The legal seat of arbitration shall be Concord, New Hampshire, United States, unless Exhibit B states a different lawful seat for a particular international transaction. Hearings shall be remote by secure videoconference unless the arbitrator determines that an in-person hearing is reasonably necessary or the Parties agree otherwise. The arbitration language shall be English, with interpretation or translated documents allocated as the arbitrator considers reasonable. The location or format of a hearing does not change the legal seat.

15.8 Matters not required to await arbitration. Either Party may seek temporary, preliminary, or emergency relief from a court of competent jurisdiction to protect persons, property, Purchaser Data, credentials, trade secrets, Licensed Technology, or the status quo pending arbitration. Either Party may also use a court for enforcement of an arbitration agreement or award, matters not legally arbitrable, bankruptcy or insolvency relief, attachment or preservation remedies, and claims within a court’s small-claims jurisdiction if legally available and not transferred or appealed beyond that jurisdiction. Governmental and regulatory authorities retain their independent powers.

15.9 Arbitrator. The arbitration shall be conducted by one neutral arbitrator unless Exhibit B expressly requires three arbitrators for a stated class or value of Dispute. The arbitrator shall disclose circumstances reasonably likely to create a conflict of interest, appearance of bias, or inability to serve. A replacement shall be appointed under the governing rules. No Party or representative may communicate ex parte with the arbitrator concerning the merits except as the governing rules permit.

15.10 Authority of arbitrator. The arbitrator may determine jurisdiction, arbitrability, contract interpretation, liability, damages, specific performance, declaratory relief, injunctive relief, interest, costs, and other remedies available under the Agreement and applicable law. The arbitrator shall enforce Articles 8 and 9 to the extent lawful, shall not award duplicate recovery, and shall not rewrite the Agreement to create an unpurchased license, additional unit, transfer of Vendor IP, or ownership interest not granted by the Parties.

15.11 Discovery and proportionality. Discovery shall be limited to information reasonably necessary to decide the Dispute and proportionate to its value, complexity, urgency, and the Parties’ resources. The arbitrator may require focused document exchange, limited interrogatories, depositions for good cause, expert disclosures, preservation measures, and protective orders. Confidential Information, Purchaser Data, Beneficiary Data, source code, security information, trade secrets, donor information, and unrelated records shall receive appropriate protection.

15.12 Interim measures and continued performance. The arbitrator may order interim measures necessary to preserve evidence, protect Confidential Information or Purchaser Data, prevent unauthorized use, maintain safe shutdown, preserve a meaningful remedy, or protect the status quo. Except where performance is disputed, unsafe, unlawful, unfunded, impossible, or validly suspended or terminated, the Parties shall continue undisputed obligations during the Dispute. Purchaser shall pay undisputed matured Fees, and Vendor shall continue paid, undisputed, unaffected scope.

15.13 Award. The arbitrator shall issue a written, reasoned award stating the material findings, conclusions, relief, cost allocation, and treatment of confidentiality. The award shall be final and binding subject only to review, modification, correction, or vacatur permitted by applicable arbitration law. Judgment may be entered and enforced in any court with jurisdiction.

15.14 Fees and costs. Each Party shall initially bear its own attorneys’ fees, expert fees, travel, and internal costs and shall advance provider and arbitrator fees as required by the governing rules. The arbitrator may reallocate reasonable fees and costs only where authorized by this Agreement, applicable law, an incorporated funding clause, the governing rules, or a finding that a Party pursued or resisted a claim in bad faith. The arbitrator shall consider the Parties’ nonprofit status and resources without creating a subsidy obligation not required by law.

15.15 Confidentiality of proceedings. The Parties shall keep nonpublic arbitration filings, testimony, evidence, hearing materials, and awards confidential, except as reasonably necessary to conduct the proceeding, enforce or challenge an award, obtain insurance or funding approval, satisfy audit or reporting duties, protect legal rights, or comply with law. The arbitrator may issue protective orders. This Section does not prohibit truthful disclosure of the existence or general status of a Dispute where legally required.

15.16 Individual proceedings. To the extent enforceable, each contractual Dispute shall proceed only between the Parties on an individual basis and not as a class, collective, mass, private-attorney-general, or representative proceeding. Related Disputes between the same Parties may be consolidated where the governing rules permit and consolidation promotes efficiency without unfair prejudice. This Section does not restrict governmental enforcement, legally nonwaivable representative rights, or Coalition-wide operational communications that do not adjudicate claims.

15.17 Limitation periods. A Party shall commence a Dispute within the limitation period provided by applicable law. Negotiation or mediation tolls a limitation period only if applicable law provides tolling or the Parties expressly agree in writing. A Party may file an arbitration demand or protective court application when reasonably necessary to preserve a deadline without abandoning continued settlement efforts.

15.18 Governing arbitration law. The Federal Arbitration Act governs the arbitration agreement to the extent applicable to the transaction. New Hampshire RSA Chapter 542 applies to the extent lawfully applicable and not preempted or displaced. The substantive law governing the Agreement is stated in Section 16.1. No reference to arbitration law changes the selected substantive law.

15.19 Venue for court proceedings. Court proceedings permitted by this Article shall be brought in the state or federal courts located in New Hampshire unless mandatory law requires another forum or the proceeding concerns recognition or enforcement in another jurisdiction. Each Party consents to personal jurisdiction in those courts for permitted proceedings, subject to sovereign immunity, governmental limitations, and other rights that cannot lawfully be waived.

15.20 International enforcement. For a cross-border transaction, the Parties shall cooperate in using forms, signatures, notices, evidence, translations, and award procedures reasonably necessary for lawful recognition and enforcement. Nothing in this Section waives applicable sanctions, sovereign-immunity limitations, public-policy defenses, mandatory local rights, or requirements of a competent enforcing court.

15.21 No waiver by urgent relief. Seeking temporary, preliminary, emergency, or preservation relief from a court or emergency arbitrator does not waive arbitration of the underlying covered Dispute. The court or arbitrator determines entitlement, evidentiary standards, scope, duration, and any bond or security. No automatic injunction or bond waiver is promised.

15.22 Survival and severability. This Article survives expiration, nonrenewal, termination, assignment, and completion of the Agreement for Disputes within its scope. If a particular restriction or procedure is unenforceable, it shall be severed or enforced to the maximum lawful extent without invalidating the remaining agreement to arbitrate, unless applicable law requires otherwise.

Article 16 General Provisions

16.1 Governing law. This Agreement and all noncontractual obligations arising from or relating to it are governed by the laws of the State of New Hampshire, United States, without applying conflict-of-laws rules that would select another jurisdiction’s law. Mandatory law applicable to a Party, site, shipment, Data activity, funding source, or enforcement proceeding remains effective according to its terms. The United Nations Convention on Contracts for the International Sale of Goods does not apply unless the Parties expressly select it in a signed amendment after legal review.

16.2 Entire agreement. This Agreement, its completed Exhibits A through C, documents expressly incorporated by reference, and signed amendments constitute the entire agreement between the Parties concerning the Model B package and supersede prior or contemporaneous proposals, drafts, negotiations, presentations, demonstrations, emails, statements, and understandings on that subject. Fraud, intentional misrepresentation, and rights that cannot lawfully be waived are not released by this integration clause.

16.3 Order of precedence. Mandatory applicable law controls. An incorporated funding clause controls only within the scope for which Exhibit C expressly gives it precedence. A later signed amendment controls the provisions it expressly changes. The body of this Agreement controls other conflicts, except that Exhibit A controls completed technical scope, delivery details, Specifications, Data schedules, and continuing-right selections; Exhibit B controls completed pricing, payment, cancellation, liability, insurance, and dispute-detail selections; and Exhibit C controls completed funding-specific clauses and certifications. A separate build, support, Coalition, or services agreement controls only its own expressly stated scope.

16.4 Amendments and renewals. No amendment, waiver, expansion of scope, price change, additional unit, site change, transfer, or new service obligation is effective unless contained in a writing signed by authorized representatives of both Parties and identifying the provision or scope changed. An Annual License Term may be renewed through the agreed written renewal instrument identifying the Purchaser, Kit ID, term dates, Fees, and any changes. Portal terms, purchase-order boilerplate, invoice terms, email signatures, oral statements, course of dealing, and unilateral policies do not amend this Agreement.

16.5 Waiver. A waiver is effective only if written and signed by an authorized representative of the waiving Party. A waiver applies only to the specific circumstance stated and does not waive a later breach or another provision. Delay, silence, partial performance, acceptance of payment, continued cooperation, or failure to exercise a right does not by itself constitute waiver.

16.6 Severability and lawful modification. If a provision is held invalid, illegal, or unenforceable, it shall be severed or enforced to the maximum lawful extent, and the remaining provisions remain effective unless the essential commercial purpose would be materially defeated. The Parties shall negotiate a lawful replacement that most closely reflects the original allocation without expanding licensed rights, unit count, Vendor IP transfer, or payment obligations. No court or arbitrator is authorized to rewrite the Agreement beyond authority provided by law.

16.7 Notices. Formal notices concerning breach, suspension, termination, indemnity, dispute, assignment, or amendment shall be delivered to the notice contacts on the signature page by tracked courier, certified or registered mail where available, or email with recipient acknowledgment. Tracked delivery is effective on documented receipt or documented refusal. If email is not acknowledged within two (2) Business Days, the sender shall use tracked delivery unless urgent notice or applicable law requires another method. Routine operational, delivery, invoice, security, and reporting communications may use the designated contacts in the Exhibits and are effective upon confirmed transmission without a failure notice. Each Party shall promptly update its contacts.

16.8 Assignment by Purchaser. Purchaser may not assign this Agreement, the Kit ID, licensed rights, OmniLearn access, or a material obligation without Vendor’s prior written consent and any required Grantor, donor, Foundation, governmental, or property-disposition approval. Consent shall not be unreasonably withheld where the proposed successor satisfies eligibility, mission, financial, confidentiality, security, training, Data, and funding requirements and accepts the applicable obligations in writing. An assignment does not authorize a second unit, duplicate access, resale, manufacture, replication, or broader use.

16.9 Assignment by Vendor. Vendor may assign this Agreement to an affiliate or a genuine successor in connection with a merger, reorganization, financing, or sale of all or substantially all assets relevant to the Model B technology, provided the assignee accepts Vendor’s applicable obligations in writing, possesses the rights needed to perform, and does not materially impair Purchaser’s paid rights. Vendor shall provide at least thirty (30) calendar days’ notice where lawful and practicable. Purchaser may object to a materially impaired continuation and pursue rights under Articles 13 and 15.

16.10 Subcontracting. Vendor may use subcontractors and approved hosting or service providers as permitted by Articles 2 and 11, but remains responsible for performance of Vendor obligations delegated to them. Subcontracting does not transfer the Agreement or relieve Vendor of confidentiality, security, licensing-authority, delivery, funding, or legal obligations. Purchaser remains responsible for its own contractors as provided in this Agreement.

16.11 Force majeure. A Party is excused from performance only to the extent and duration that performance is prevented by an event beyond its reasonable control despite reasonable precautions, including natural disaster, war, terrorism, civil disorder, epidemic, governmental embargo or prohibition, widespread utility or communications failure, transportation shutdown, or extraordinary supply disruption. Lack of funds, ordinary funding delay, avoidable staffing shortage, preventable maintenance failure, and a Party’s own noncompliance are not force majeure by themselves. The affected Party shall give prompt notice, describe the impact and expected duration, mitigate reasonably, and provide updates.

16.12 Extended force majeure. Force majeure does not excuse accrued payment for delivered scope, confidentiality, security, Data protection, preservation, or other obligations not prevented by the event. If a force-majeure event prevents material performance for ninety (90) consecutive calendar days, either Party may terminate the affected undelivered scope by written notice. Prepayments for undelivered terminated scope shall be settled under Article 13. Paid-access credits or extensions apply only if stated in Exhibit A, agreed in writing, or required by law.

16.13 Independent parties. The Parties are independent contracting entities. This Agreement does not create a partnership, joint venture, fiduciary relationship, employment relationship, agency, franchise, dealership, distributorship, cooperative ownership, or authority for either Party to bind the other. Actual legal classification depends on applicable law and conduct. Each Party is responsible for its own personnel, taxes, benefits, supervision, and legal obligations.

16.14 No franchise or business opportunity. Purchaser receives a unit-specific technology package and limited licenses for its own approved mission use. Purchaser receives no right to sell Model B systems, recruit purchasers as Vendor’s agent, operate under Vendor’s name as a franchised business, control Vendor pricing, share Vendor profits, or represent that Vendor guarantees income or market success. Any separately authorized Coalition recruitment or administrative function shall be governed by a separate agreement and shall not alter this Section.

16.15 Third-party beneficiaries. No person or entity other than the Parties is a contractual beneficiary, except indemnified persons under Article 9 solely for the protection expressly granted and any Grantor or other beneficiary expressly named in Exhibit C with a defined enforcement right. A Foundation, Operating Nonprofit, donor, ministry, government, university, contractor, beneficiary, Coalition participant, insurer, hosting provider, or adviser does not acquire enforcement rights merely because it is mentioned, funds the transaction, performs work, or receives information. Independent statutory and regulatory authority is unaffected.

16.16 Publicity, names, and marks. Neither Party may use the other Party’s name, logo, trademark, service mark, photograph, endorsement, testimonial, case study, or project announcement in public materials without prior written consent, except for truthful disclosures reasonably necessary for lawful funding applications, board materials, audits, regulators, advisers, insurance, or mandatory reporting. Required disclosure does not imply endorsement or authorize distribution of Licensed Technology. Approved use shall follow applicable brand instructions and may be withdrawn prospectively for reasonable cause.

16.17 Counterparts and electronic signatures. This Agreement may be executed in counterparts, each treated as an original and all constituting one instrument. The Parties consent to electronic records, electronic signatures, and electronic delivery to the extent permitted by applicable law. An electronic signature must be attributable to the signer and applied with intent to sign. A Party may request reasonable authentication evidence. Notarization, witnessing, legalization, apostille, or wet-ink formalities are required only where applicable law, a funding authority, an enforcing jurisdiction, or an expressly completed provision requires them.

16.18 Records and originals. Each Party shall retain a complete executed copy of this Agreement and its Exhibits in a form that is accessible for later reference. An accurate electronic copy may serve as an original to the extent permitted by law. Neither Party is required to place bank credentials, personal tax identifiers, passwords, private keys, or other sensitive authentication information in the broadly circulated contract copy.

16.19 Interpretation. Headings are for convenience and do not alter meaning. “Including” means “including without limitation.” The singular includes the plural and vice versa where context requires. “Days” means calendar days unless “Business Days” is stated. References to Articles, Sections, and Exhibits refer to this Agreement. “Shall” states an obligation; “may” states discretion or permission. The Agreement shall be interpreted as a whole and without a presumption against a Party merely because that Party or its adviser proposed language.

16.20 Language and translations. The controlling language of this Agreement is English unless a signed amendment expressly designates another controlling language. A translation may be prepared for convenience, local approval, or enforcement, but does not modify the English text unless the Parties expressly agree otherwise. Translation costs and certification requirements shall be allocated in Exhibit B or by written agreement.

16.21 Further assurances. Each Party shall execute reasonable additional documents and take reasonable actions necessary to implement the rights and obligations expressly agreed, including delivery evidence, Kit ID records, approved assignments, Data instructions, funding certifications, and confirmations of payment or refund. Further assurances do not require a Party to accept new commercial terms, transfer additional IP, disclose source code, certify an unverified fact, or assume an unagreed cost.

16.22 No exclusive dealing or most-favored treatment. Unless expressly stated in a signed amendment, neither Party grants exclusivity, a protected territory, a right of first refusal, most-favored pricing, minimum purchase commitment, preferred-provider status, or restriction on lawful dealings with others. Purchaser’s single-unit restriction concerns use of Vendor Licensed Technology and does not prohibit Purchaser from acquiring unrelated lawful equipment or services.

16.23 Compliance with anti-bribery and sanctions laws. Each Party shall comply with anti-bribery, anti-corruption, sanctions, export-control, anti-money-laundering, and restricted-party laws applicable to its role. No payment, gift, referral fee, donation, or thing of value may be offered or accepted to improperly influence a decision or secure an unlawful advantage. A Party may refuse or suspend an affected transaction where reasonably necessary to comply with law, subject to Article 13.

16.24 Cumulative remedies and no double recovery. Rights and remedies are cumulative unless an exclusive remedy is expressly stated and enforceable. Exercise of one remedy does not prevent another compatible remedy. A Party may not recover more than once for the same loss. Article 8 limitations, Article 9 indemnification, Article 13 settlement provisions, and Article 15 procedures apply.

16.25 Construction and separate services. This Agreement is for the Model B package described in Exhibit A and does not make Vendor the owner, developer, general contractor, construction manager, architect, engineer, employer, or site supervisor for Purchaser’s project. Any Vendor, affiliate, or approved build-team construction, installation, commissioning, live implementation, or onsite service requires a separate signed agreement allocating scope, price, schedule, professional responsibility, insurance, safety, acceptance, and liability.

16.26 UCC and mixed transaction. To the extent Article 2 of the Uniform Commercial Code lawfully applies to supplied goods, it applies subject to the express terms of this Agreement. Software, Data processing, licenses, Documentation, services, and IP rights retain their stated contractual character, and application of sales law to a goods component does not convert licensed IP into sold property or create rights beyond this Agreement.

16.27 Notices of legal or organizational change. Each Party shall promptly notify the other of a material change to its legal name, entity status, authority, notice address, sanctions status, ownership or control where legally relevant, or ability to perform. Notice does not itself amend the Agreement, approve an assignment, or waive a remedy.

16.28 Continuing effect of Exhibits. The Exhibits are binding only when completed with actual transaction information or expressly marked not applicable and executed or incorporated with this Agreement. Illustrative text, drafting notes, blank fields, optional alternatives, and unattached referenced schedules are not final commitments. Any material blank affecting scope, price, liability, insurance, continuing rights, dispute details, or funding compliance must be resolved before execution.

16.29 Authority and opportunity for review. Each signatory represents that the signatory is authorized to bind the named Party. Each Party acknowledges that it had an opportunity to review the complete Agreement and seek independent legal, tax, accounting, technical, insurance, funding, and regulatory advice. This acknowledgment does not state that counsel actually reviewed the Agreement and does not waive fraud, duress, incapacity, or another nonwaivable defense.

16.30 Agreement title and architecture. The controlling title is “PermaFarm EcoSystems Model B Nonprofit Complete Farm System Purchase & License Agreement.” The commercial architecture is purchaser-built, unit-specific, nonprofit-only, and paid before protected release; the Blueprint Kit and supplied Pivot System are distinct from annual OmniLearn access; physical ownership is distinct from Vendor IP; and future annual access requires affirmative renewal. No inconsistent label, filename, invoice description, or informal reference changes that architecture.

Signature Page

By signing, each Party confirms that it has reviewed the complete Agreement and Exhibits, that all material blanks are completed or marked not applicable, and that its representative has authority to bind the named Party. The Effective Date is the later signature date.

Vendor

Field

Information

Legal name

PermaFarm EcoSystems

Legal form and jurisdiction

C corporation (formation/application pending; complete before execution); New Hampshire, United States

Principal address

9 Sargents Pl #40, Gilford, NH 03249

Authorized representative

Ms Tommie Lee Ryan, Founder & Systems Architect

Signature

________________________________

Date

________________________________

Formal notice email

tommieryan@permafarmecosystems.com

Formal notice address

9 Sargents Pl #40, Gilford, NH 03249

Purchaser

Field

Information

Legal name

[PURCHASER LEGAL NAME]

Legal form and jurisdiction

[ENTITY TYPE; STATE/COUNTRY]

Nonprofit/NGO/Foundation status

[STATUS; REGISTRATION OR “NOT APPLICABLE”]

Principal address

[ADDRESS]

Authorized representative

[NAME AND TITLE]

Signature

________________________________

Date

________________________________

Formal notice email

[EMAIL]

Formal notice address

[ADDRESS OR SAME AS ABOVE]

Optional witness, notarization, legalization, apostille, or local execution formalities: [DETAILS OR NOT APPLICABLE].

Tax identifiers, bank credentials, passwords, and other sensitive authentication information shall be exchanged through a secure channel and not placed in the broadly circulated contract copy.

Exhibit A — Package Scope, Authorized Unit, Delivery, Data, and Continuing Rights

This completed Exhibit forms part of the Agreement. Enter transaction-specific commitments. Any item not included shall be marked “Not Included” or “Not Applicable.”

A-1 Party and Unit Register

Item

Completed Information

Purchaser / Foundation / Operating Nonprofit roles

[IDENTIFY EACH ENTITY AND ROLE]

Project and mission application

[DESCRIPTION]

Kit ID

[ID OR PRE-RELEASE ASSIGNMENT PROCEDURE]

Authorized Unit count

One (1) Authorized Unit per Kit ID

Designated site

[FULL SITE ADDRESS / LEGAL LOCATION]

Country of deployment

[COUNTRY]

Package edition / plan revision

[VERSION AND DATE]

Original build-completion period

[PERIOD OR MILESTONES]

A-2 Deliverables and Exclusions

Deliverable

Included Scope / Version / Quantity

Blueprint Kit

Required; [FILE INVENTORY, FORMATS, REVISION, DOWNLOAD/PRINT RIGHTS]

Pivot System

Required; [COMPONENT INVENTORY, MODEL/PART NUMBERS, QUANTITIES, SERIAL-NUMBER PROCESS]

OmniLearn System

Required during each purchased Annual License Term; [USERS, MODULES, FUNCTIONS, VERSION]

Coalition Connectivity

[FUNCTIONS, REPORTS, USER ACCESS, LIMITS]

Training content

[MODULES, VIDEOS, ACCESS PERIOD, DOWNLOAD RIGHTS]

Documentation

[CONSTRUCTION, OPERATION, SAFETY, MAINTENANCE, SOFTWARE LIST]

Other physical items

[LIST OR NONE]

Third-party dependencies

[EQUIPMENT, SUBSCRIPTIONS, APIS, CONNECTIVITY, FEES]

Excluded from this Agreement

Construction labor; general construction materials; local engineering/architecture; permits; site work; installation; source code; unlisted hardware; unlisted services; and [OTHER EXCLUSIONS].

A-3 Specifications and Fourteen-Day Verification

Purchaser has fourteen (14) calendar days after receipt of all components needed for the agreed tests to verify conformity. The correction retest period is fourteen (14) calendar days unless stated otherwise below.

Item

Measurable Requirement / Verification Test

Blueprint files

[FORMATS, READABILITY, REQUIRED CONTENT, REVISION MATCH]

Pivot System

[QUANTITY, DAMAGE, PART NUMBER, SERIAL NUMBER, BASIC FUNCTION CHECK]

OmniLearn login

[LOGIN, AUTHORIZED USERS, CORE FUNCTIONS, MODULE INVENTORY]

Training content

[ACCESS AND MODULE COMPLETENESS]

Security controls

[VERIFIED CONTROLS ACTUALLY IMPLEMENTED]

Accessibility

[STANDARD/VERSION/TEST OR NOT APPLICABLE]

Performance or uptime

[MEASURE, EXCLUSIONS, REMEDY OR NONE]

Integrated-package components

[ITEMS WHOSE FAILURE MAKES PACKAGE MATERIALLY UNUSABLE]

Retest period

14 calendar days after corrected delivery

No yield, profitability, completed construction, local engineering approval, or general twelve-month Vendor warranty is promised. Third-party manufacturer warranties passed through, if any: [DETAILS OR NONE].

A-4 Delivery, Title, Risk, and Activation

Item

Agreed Term

Protected material release condition

Cleared payment of the amounts designated in Exhibit B and completion of [PREREQUISITES]

Electronic release deadline

[NUMBER] Business Days after prerequisites

Pivot System shipment deadline

[NUMBER] Business Days after prerequisites

Freight / insurance / unloading

[ALLOCATION AND INCOTERM IF USED]

Destination

[ADDRESS]

Title to supplied physical items

[TRANSFER EVENT]

Risk of loss

[TRANSFER EVENT]

OmniLearn activation event

[SPECIFIC EVENT]

First Annual License Term

[START DATE/EVENT] through [END DATE]

Delivery contact

[NAME / EMAIL / PHONE]

Incident and support contact

[NAME / EMAIL / PHONE / HOURS]

A-5 Permitted Use and Continuing Rights

Topic

Express Selection

Authorized use

Construct and operate one Authorized Unit for the mission application at the designated site.

Authorized personnel / contractors

[NUMBER, ROLES, ACCESS CONTROLS]

Permitted local adaptations

[DETAILS OR NONE; LOCAL PROFESSIONAL APPROVAL REQUIRED]

Existing physical-unit operation after nonrenewal

[DEFINE EXPRESSLY]

Maintenance Documentation retained after nonrenewal

[DEFINE EXPRESSLY]

Functions ending after nonrenewal

OmniLearn hosted access, Coalition Connectivity, updates, patches, hosted records access, support, and [OTHERS].

Replacement parts and repairs

[PROCESS AND RIGHTS]

Relocation

[APPROVAL PROCESS OR PROHIBITED]

Disaster reconstruction

[RIGHTS / NEW KIT ID / APPROVAL]

Expansion or additional units

Separate Kit ID and written agreement required.

Continuity status

[OFFERED TERMS OR NOT OFFERED]

A-6 Data, Hosting, Security, and Export Schedule

Item

Completed Information

System model

Cloud / hybrid / local components: [DETAILS]

Hosting provider

Amazon Web Services (AWS) / [ACCOUNT AND REGION TO BE VERIFIED]

System operator

[VENDOR / SUBPROCESSOR]

Data categories and purposes

[LIST]

Beneficiary or sensitive Data

[LIST OR NONE]

Approved processing countries

[COUNTRIES]

Subprocessors

[LIST AND CHANGE PROCESS]

Security responsibilities

[VENDOR / PURCHASER MATRIX]

Backups and recovery

[FREQUENCY, RETENTION, RECOVERY OBJECTIVES]

Incident contacts

[CONTACTS]

Export format and method

[FORMAT / DELIVERY METHOD]

End-of-term retrieval window

[NUMBER] days after expiration/nonrenewal/termination

Active-data deletion

[TIMING AFTER EXPORT OR INSTRUCTION]

Backup expiration cycle

[PERIOD]

Default disposition if no instruction

[RETURN / DELETE / RETAIN AS REQUIRED]

A-7 Optional Services

Live training, installation, construction, commissioning, custom development, technical support, maintenance, or onsite assistance included in this Agreement: [SCOPE, HOURS, TERM, RESPONSE TARGETS, OR NONE]. Any build-team work requires a separate signed agreement.

Exhibit B — Prices, Payment, Cancellation, Liability, Insurance, and Dispute Selections

B-1 Fee Summary

Charge

Amount / Term

Blueprint Kit

USD $25,000 per Kit ID

Pivot System

USD $[COMPLETE] per Kit ID; component allocation: [COMPLETE]

Initial OmniLearn Annual License Term

USD $40,000 per Kit ID for twelve months

Annual Renewal Fee

USD $40,000 per Kit ID per additional twelve-month term; affirmative renewal only

Coalition processing fee

USD $300 per eligible unit under a separate authorized arrangement; not an extra Purchaser charge unless expressly stated here: [YES/NO]

Shipping / cargo insurance / customs

USD $[COMPLETE] or [ALLOCATION]

Taxes

[ITEMIZED OR EXEMPTION PROCESS]

Optional services

[ITEMIZED OR NONE]

Total payable before protected release / shipment

USD $[COMPLETE]

B-2 Payment and Renewal

Item

Selection

Payment method

[WIRE / ACH / OTHER SECURE METHOD]

Secure remittance channel

[AUTHORIZED CONTACT AND VERIFICATION PROCESS]

Amounts payable before release

[ITEMIZED]

Invoice due date

[DATE / NUMBER OF DAYS]

Bank charges

[ALLOCATION]

Initial Annual License Term start

[MATCH EXHIBIT A]

Renewal authorization method

[SIGNED RENEWAL FORM / PURCHASE ORDER ACCEPTED BY VENDOR]

Renewal notice timetable

Vendor notice [NUMBER] days before term end; no automatic renewal.

Late interest

[RATE OR NONE; SUBJECT TO LAW]

B-3 Cancellation, Refund, and Scope Allocations

Item

Selection

Change-of-mind cancellation cutoff

[CLEARED PAYMENT / PROTECTED RELEASE / OTHER PRECISE EVENT]

Pre-cutoff settlement

Documented authorized nonrecoverable costs capped at USD $[AMOUNT] / [PERCENT] / NONE.

Post-cutoff policy

No change-of-mind refund; mandatory rights and express delivery/IP remedies preserved.

Blueprint Kit affected-scope allocation

USD $25,000

Pivot System affected-scope allocation

USD $[COMPLETE]

Initial OmniLearn term affected-scope allocation

USD $40,000

Integrated-package refund trigger and allocation

[DEFINE OR NOT APPLICABLE]

Renewal cancellation / credits

[DETAILS OR NONE]

B-4 Liability and Insurance Decisions

Decision

Completed Selection

General Vendor aggregate liability cap

[AMOUNT OR FORMULA; COMPLETE BEFORE SIGNING]

Purchaser aggregate liability cap

[SAME / DIFFERENT AMOUNT OR FORMULA]

Gross negligence

[UNCAPPED / SPECIAL CAP / GENERAL CAP SUBJECT TO LAW]

Confidentiality claims

[UNCAPPED / SPECIAL CAP / GENERAL CAP]

Data / security / privacy claims

[UNCAPPED / SPECIAL CAP / GENERAL CAP]

Bodily injury / death / tangible property damage

[UNCAPPED / SPECIAL CAP / GENERAL CAP SUBJECT TO LAW]

Required Vendor insurance

[TYPES, LIMITS, DURATION, CERTIFICATE REQUIREMENTS]

Required Purchaser insurance

[PROPERTY, BUILDER’S RISK, CGL, WORKERS’ COMP, OTHER]

Claims-made continuity / tail

[DETAILS OR NOT APPLICABLE]

Additional insured / waiver of subrogation

[DETAILS OR NOT APPLICABLE]

B-5 Dispute Selections

Item

Selection

Provider and rules

JAMS Comprehensive Arbitration Rules and Procedures

Legal seat

Concord, New Hampshire, United States

Hearing format

Secure remote videoconference unless otherwise determined under Article 15

Language

English

Arbitrators

One neutral arbitrator

Arbitration law

Federal Arbitration Act to the extent applicable; New Hampshire RSA Chapter 542 as stated in Article 15

Initial fee allocation

Provider and arbitrator fees advanced as required by the rules; mediation fees shared equally; each Party initially bears its own counsel and expert costs.

Transaction-specific variation

[DETAILS OR NONE]

B-6 Funding and Invoice Details

Item

Details

Funding type

Grant / restricted donation / unrestricted donation / operating funds / mixed: [SELECT]

Award / Grantor / donor

[NAME, NUMBER, ALN IF APPLICABLE, OR NOT APPLICABLE]

Budget and period

[DETAILS]

Advance-payment approval

[DETAILS OR NOT APPLICABLE]

Required invoice fields

Legal names; dates; invoice number; package; Kit ID; quantity; itemized amounts; license term; funding reference; and [OTHER].

Additional pricing support

[DETAILS OR NONE]

Exhibit C — Funding Requirements and Conditional Certifications

Complete only the requirements applicable to the actual funding source, award, transaction, threshold, and work. Attach required official clauses or forms. Mark nonapplicable items “Not Applicable.” No Party shall sign an unsupported certification.

C-1 Funding Identification and Applicability

Item

Details

Funding entity / pass-through

[NAME]

Award / program / ALN

[DETAILS]

Award and budget period

[DATES]

Requirements version

[DATE / VERSION]

Purchaser classification

Recipient / subrecipient / contractor / beneficiary / other: [SELECT]

Vendor classification for this transaction

Contractor / other: [SELECT AND BASIS]

Applicable procurement rules

[LIST]

Required prior approvals

[LIST OR NONE]

Precedence granted to attached clauses

[SCOPE]

C-2 2 C.F.R. Part 200 / Appendix II Applicability Matrix

Provision Category

Applicable? / Basis / Attachment

Remedies for breach above applicable threshold

[YES/NO; BASIS; CLAUSE]

Termination for cause and convenience above $10,000

[YES/NO; CLAUSE AND SETTLEMENT BASIS]

Equal employment opportunity for covered federally assisted construction

[YES/NO; BASIS; CLAUSE]

Davis-Bacon / Copeland for covered construction

[YES/NO; PROGRAM BASIS; CLAUSE]

Contract Work Hours and Safety Standards

[YES/NO; BASIS; CLAUSE]

Rights to inventions

[YES/NO; BASIS; CLAUSE]

Clean Air Act / Federal Water Pollution Control Act

[YES/NO; BASIS; CLAUSE]

Debarment and suspension

[YES/NO; VERIFICATION / CERTIFICATION]

Byrd Anti-Lobbying Amendment

[YES/NO; CERTIFICATION / DISCLOSURE]

Recovered materials

[YES/NO; BASIS; CLAUSE]

Domestic preferences

[YES/NO; BASIS]

Prohibited telecommunications equipment/services

[YES/NO; BASIS; CLAUSE]

Infrastructure Buy America

[YES/NO; COVERED PROJECT / WAIVER / CLAUSE]

Other agency or pass-through clauses

[LIST / ATTACH]

The official Appendix II requires covered contracts to contain provisions “as applicable”; applicability must be assessed for the actual award and transaction. Construction-specific provisions are not triggered solely because Purchaser separately constructs the Authorized Unit.

C-3 Procurement, Conflicts, and Price Support

Item

Details

Procurement method and approval

[COMPETITIVE / NONCOMPETITIVE / OTHER; JUSTIFICATION]

Cost or price analysis

[DETAILS]

Conflict disclosures

[DISCLOSURES OR NO KNOWN RELEVANT CONFLICT]

Recusal / independent approval

[DETAILS]

Coalition fee involvement

[PAYER, RECIPIENT, WORK, TRIGGER, ELIGIBILITY]

Vendor factual pricing support

[DETAILS OR NONE]

C-4 Records, Audit, Property, and Data

Item

Details

Vendor record categories and retention

[CATEGORIES; START EVENT; PERIOD]

Purchaser retention and report dates

[DETAILS]

Authorized access entities and scope

[DETAILS]

Property tagging / inventory

[PIVOT SYSTEM REQUIREMENTS OR NOT APPLICABLE]

Use / relocation / encumbrance / disposition

[DETAILS]

Data, privacy, security, and hosting requirements

[DETAILS / ADDENDA]

Publication / IP / governmental-use rights

[DETAILS OR NONE]

Legal holds / unresolved audits

[PROCESS]

C-5 Compliance Certifications and Flow-Downs

Item

Details / Attachment

Debarment / exclusion

[FORM / VERIFICATION / NOT APPLICABLE]

Lobbying

[FORM / THRESHOLD / NOT APPLICABLE]

Civil rights / nondiscrimination

[CLAUSES / NOT APPLICABLE]

Accessibility

[CLAUSES / NOT APPLICABLE]

E-Verify / employment verification

[BASIS / NOT APPLICABLE]

Anti-bribery / sanctions / export / customs

[REQUIREMENTS]

Subcontractor flow-downs

[CLAUSES / THRESHOLDS]

Additional certifications

[LIST / ATTACH / NONE]

C-6 Clawbacks, Reporting, and Third-Party Rights

Item

Details

Purchaser reports

[LIST / DUE DATES]

Vendor factual contributions

[LIST / TIMETABLE]

Clawback allocation variations

[DETAILS OR ARTICLE 12 DEFAULT]

Grantor contractual beneficiary

[NAME AND EXACT RIGHT OR NONE]

Mandatory termination settlement variation

[DETAILS OR NONE]

Program-income treatment

[DETAILS OR NOT APPLICABLE]

C-7 Certifications and Signatures

Vendor certifies only the specifically identified factual statements completed in this Exhibit, to the stated standard and as of signature. Purchaser confirms that it identified the funding conditions and approvals governing this transaction without guaranteeing future reimbursement.

Party

Signature Information

Vendor

Authorized signature: ______________________________
Name/title: Ms Tommie Lee Ryan, Founder & Systems Architect
Date: __________________

Purchaser

Authorized signature: ______________________________
Name/title: [DETAILS]
Date: __________________

Foundation / Operating Nonprofit acknowledgment, if required

Entity: [DETAILS]
Authorized signature: ______________________________
Name/title: [DETAILS]
Date: __________________

END OF AGREEMENT — Draft for completion and independent legal review. Material bracketed fields must be completed or marked not applicable before execution.