1. General.

These terms and conditions (“T&Cs”) apply with respect to the purchase order (“Purchase Order”) issued by BlendHouse Allerton, LLC (“BlendHouse”) to the supplier named in the Purchase Order (the “Supplier”), except as otherwise agreed by BlendHouse and Supplier in a separate written agreement governing the transactions contemplated by the Purchase Order. By accepting the Purchase Order or by performing under the Agreement, Supplier agrees to be bound by the Agreement (including for clarity, these T&Cs). BlendHouse and Supplier are referred to herein individually as a “Party” and collectively as the “Parties”. These T&Cs and the Purchase Order are collectively referred to as the “Agreement”.

2. Engagement of Supplier.

A. BlendHouse hereby engages Supplier (i) to supply, and Supplier will supply to BlendHouse, the product(s) described in the Purchase Order (the “Products”) in the quantities and by the delivery dates set forth for the Products in the Purchase Order and (ii) to perform, and Supplier will perform for BlendHouse, the service(s) described in the Purchase Order (the “Services”), by (or if specified in the Purchase Order, on) the delivery dates set forth for the Services in the Purchase Order. Supplier’s obligations to supply Products and perform Services apply solely to the extent that Products or Services, respectively, are specified in the Purchase Order. For clarity, if the Purchase Order solely describes the supply of Products, the provisions of these T&Cs relating to the performance of Services will not apply (solely to the extent that they relate to the performance of Services), and if the Purchase Order solely describes the performance of Services, the provisions of these T&Cs relating to the supply of Products will not apply (solely to the extent that they relate to the supply of Products).

B. Supplier will supply the Products and perform the Services in accordance with the Agreement and the specifications approved in writing by BlendHouse (the “Specifications”), which are incorporated into and made a part of the Agreement by reference, or as otherwise mutually agreed by the Parties in writing. Supplier acknowledges that time is of the essence with respect to Supplier’s obligations under the Agreement and thus prompt and timely performance is strictly required.

C. Supplier will notify BlendHouse of any and all modifications or substitutions to the Products or Services. Supplier will not, without the prior written consent of BlendHouse, make any modifications or substitutions to the Products or Services that result, or would reasonably be expected to result, in the Products or Services failing to meet the Specifications, applicable laws and regulations, or the terms of the Agreement. If, at any time following acceptance of the Purchase Order, Supplier is (i) unable to fulfill such Purchase Order pursuant to the Specifications, applicable laws and regulations, and the terms of the Agreement, (ii) becomes aware of any delay in delivery of Products or Services, or (iii) becomes aware of any defects, deficiencies or quality problems relating to Products or Services, Supplier will immediately (and in any event, within twenty-four (24) hours) notify BlendHouse in writing. Supplier will, at its expense, propose a modification or substitution to cure such events or occurrences, but will not implement such modification or substitution (including making any partial deliveries or partial performance) without the prior written consent of BlendHouse.

3. Manufacture and Supply of Products.

A. Supplier will be responsible for procuring any ingredients, packaging materials, or other raw materials in connection with the supply of the Products. Upon receipt of any ingredients, packaging materials, or other raw materials, Supplier will conduct inspections or testing consistent with industry standards. Upon request, Supplier will provide BlendHouse with all relevant documentation related to ingredient and materials sourcing, including ingredient or materials specifications and inspection results, permits, certificates of analysis, records of supplier audits and inspections, and other documents related to the safety or sanitation practices of its suppliers, as available.

B. Supplier will manufacture the Products, package the Products using the packaging materials, label all packages of Product, and perform any other activities relating to the Products, in each case, as set forth in the Specifications or as otherwise mutually agreed by the Parties in writing. Supplier acknowledges and agrees that it is responsible for ensuring all ingredients, packaging materials, and other raw materials sourced and Products supplied under the Agreement are safe, compliant with the Specifications, applicable laws and regulations, and the terms of the Agreement, and otherwise manufactured in accordance with best industry practices.

4. Pre-Delivery Testing of Products.

A. Upon completion of the manufacturing process for the Products, Supplier will arrange for testing of such Products by reputable third parties or as otherwise mutually agreed by the Parties to determine if the Products comply with the Specifications, applicable laws and regulations, and the terms of the Agreement. Supplier will cooperate with BlendHouse’s reasonable requests in order to complete testing of the Products in a timely manner.

B. Following completion of such testing, Supplier will promptly provide BlendHouse with a certificate of analysis, which will include the Specifications and results of the testing, the quantity of Products, the manufacture and expiration date (as applicable) of such Products, a statement guaranteeing that the Products were manufactured under cGMP requirements at the applicable facilities (as applicable), a statement that the applicable facilities meet applicable standards of the FDA or any other governmental authority that regulates the Products or facilities at which the Products are manufactured, and other release or batch documentation required by BlendHouse. BlendHouse may, within a fourteen (14) day period after receiving such certificate of analysis, reject any Products that do not comply with the Specifications, applicable laws and regulations, or the terms of the Agreement.

C. Following any rejection of any Products by BlendHouse, (i) BlendHouse will have the right to (a) request that Supplier deliver to BlendHouse replacement Products in the same quantity as such rejected Products at no additional cost to BlendHouse and by the delivery dates reasonably requested by BlendHouse, or (b) elect not to receive any replacement Products (in which case, BlendHouse will not be responsible for paying any fees or other costs associated with such rejected Products), and (ii) Supplier will, if requested by BlendHouse, deliver to BlendHouse any replacement Products in the same quantity as such rejected Products at no additional cost to BlendHouse and by the delivery dates reasonably requested by BlendHouse. Following the completion of the manufacturing process for any replacement Products, Supplier will arrange for testing of such replacement Products in accordance with Sections 4(A) - 4(C).

D. Supplier will ensure that the Products are stored and handled securely and safely at all times in compliance with the Specifications, applicable laws and regulations, the terms of the Agreement, and industry standards (including those relating to safety).

5. Delivery of Products.

A. Supplier will promptly release for delivery all Products that are accepted by BlendHouse. Supplier will deliver the Products by the delivery dates and to the delivery locations set forth in the Purchase Order and in any event no later than forty-five (45) days after the date on which the Purchase Order is accepted. Risk of loss and title to the Products will pass to BlendHouse upon delivery of the Products to BlendHouse at the applicable delivery location.

B. Each delivery of Products will be accompanied by (i) a packaging slip showing the Purchase Order number and date, the type and quantity of the Products included in the delivery (including the applicable Product batch numbers), the applicable SKU, unit of measure, and expiration date (as applicable), (ii) a certificate of analysis for each type and batch of Product, certifying the tests, limits, and testing results as required by the Agreement, and verifying compliance with the Specifications, applicable laws and regulations, and the terms of the Agreement, and (iii) complete and accurate versions of all documentation necessary or customary for the importation, sale, or export of such Products in compliance with applicable laws and regulations.

6. Performance of Services.

A. The Services include all services that are (i) an inherent, incidental, necessary or customary part of the performance of such Services or (ii) ordinarily or foreseeably required for the proper performance of such Services.

B. Supplier will perform the Services (i) using qualified, trained, skilled and experienced Representatives (defined below), (ii) in a timely, workmanlike, professional, and diligent manner, and (iii) in accordance with generally recognized industry standards and applicable laws and regulations. Supplier will appoint a sufficient number of Representatives to perform the Services in accordance with the Agreement. At the request of BlendHouse, Supplier will remove a Representative from performing the Services and appoint a replacement Representative.

C. To the extent that Services relate to the provision or maintenance of equipment, except as expressly set forth in the Purchase Order, (i) Supplier will deliver and install each item of equipment on the dates set forth in the Purchase Order or as otherwise mutually agreed by the Parties, and (ii) Supplier will perform periodic and on- demand service and maintenance of such equipment.

D. Except as expressly set forth in the Purchase Order, (i) Supplier will respond to BlendHouse’s requests for support relating to the Services within one (1) business day after BlendHouse’s request, and (ii) Supplier will resolve BlendHouse’s request for support relating to the Services within a reasonable time after BlendHouse’s request for support, which may include implementing improvements or workarounds, or ordering and installing replacement equipment or spare parts, at no additional cost to BlendHouse so that BlendHouse can continue its use of the Services or the Work Product (defined below) in accordance with the Agreement.

E. To the extent that the Services require Supplier to access or use any facilities, tangible property, or equipment of BlendHouse (“BlendHouse Property”), Supplier will solely access the BlendHouse Property as strictly required for the performance of the Services, during normal business hours at the dates and times approved by BlendHouse, and at all times in accordance with the terms of the Agreement. Without limitation, except as strictly required for the performance of the Services, without BlendHouse’s prior written consent, Supplier will not, and will ensure that its Representatives will not: (i) access or use any BlendHouse Property for any purpose; (ii) modify, adapt, manipulate, disassemble, decompile, or reverse engineer any BlendHouse Property for any purposes, (iii) affix, attach, or install any accessory, equipment, device on, in, or in connection with the BlendHouse Property, or (iv) tamper with, compromise, circumvent or disable any technological or security features or measures at, in, or on any of the BlendHouse Property. Supplier will, and will ensure that its Representatives will, only use the areas within the BlendHouse Property which are designated by BlendHouse for Supplier’s use and comply with BlendHouse’s instructions and policies regarding the access to and use of the BlendHouse Property. To the extent permitted by applicable laws and regulations, access to and use of the BlendHouse Property is at Supplier’s own risk. BlendHouse may suspend Supplier’s access to any BlendHouse Property at any time if BlendHouse has reasonable grounds for believing that Supplier has breached or is likely to breach its obligations under the Agreement or any applicable laws or regulations. BlendHouse may charge Supplier for, and Supplier will pay BlendHouse for, the reasonable costs of repairing or replacing any BlendHouse Property that Supplier or any of its Representatives damage in the course of performing the Services.

7. Price; Payment Terms.

A. The Parties agree that the fees payable in connection with the Products and Services will be set forth in the Purchase Order. No additional charges (including relating to ingredients, packing materials, raw materials, maintenance of inventory, production time, labor costs, testing, certificates of analysis, equipment, transportation, packing, crating, boxing, labeling, loading and unloading, storage, customs fees, taxes, tariffs and duties, insurance, royalties, or license fees, or any other obligations relating to the manufacture and supply of the Products or performance of the Services) will be payable by BlendHouse.

B. Except as expressly set forth in the Purchase Order, payment of undisputed amounts is due forty-five (45) days from the date of delivery of an invoice to BlendHouse. Except as expressly set forth in the Purchase Order, each invoice will follow the date of delivery of the applicable Products to, or performance of the applicable Services for, BlendHouse. Supplier will include with each invoice documentation the Purchase Order number, proof of delivery (as applicable), and any further information requested by BlendHouse. BlendHouse is entitled to deduct and withhold any amount that it is required to withhold on account of taxes in respect of any payment to Supplier under the Agreement, and any such amount deducted and withheld will be treated as paid to Supplier under the Agreement.

8. Representations and Warranties.

A. Supplier covenants, represents, and warrants that: (i) Supplier has the full right and power to enter into and fully perform the Agreement in accordance with its terms; (ii) Supplier does not and will not have any contractual or other limitations that conflict with any provisions of the Agreement or that do or will preclude or limit Supplier from performing its obligations under the Agreement; (iii) Supplier is and will remain in compliance with all applicable laws and regulations; (iv) Supplier has obtained and will maintain all permits required under applicable laws and regulations or to carry out its obligations under the Agreement, and will notify
BlendHouse within forty-eight (48) hours of learning any information that would indicate that any permit will be terminated or become invalid during the Term (defined below); (v) all permits are and will remain in full force and effect, and Supplier is not in default or in violation under any permit, nor has any circumstance occurred which would constitute a default or violation under any permit; (vi) Supplier has and will have absolute and good title to and full right to dispose of all Products sold to BlendHouse and such Products are and will be, at the time of delivery to BlendHouse or its designees, free from liens, security interests, or other encumbrances; (vii) no Products will be produced, harvested, manufactured, processed, packaged, labeled, transported, or delivered using forced or prison labor or forced or illegal child labor; (viii) Supplier has maintained adequate substantiation to support any claims made regarding the Products or Services and possesses appropriate certifications or scientifically reliable materials to substantiate all such claims; and (ix) if requested, Supplier will provide copies of any required certifications or other documentation substantiating claims regarding the Products or Services.

B. Supplier further covenants, represents and warrants that: (i) all Products will comply with the Specifications, applicable laws and regulations, and the terms of the Agreement (including regulations related to food contact substances, as applicable); (ii) all Products are and will be safe for their intended use; (iii) all food Products (A) are not and will not be adulterated or misbranded within the meaning of the U.S. Federal Food, Drug, and Cosmetic Act (“FDCA”) and (B) are not and will not be an article which may not be introduced into interstate commerce under Section 404 or any other section of the FDCA; (iv) all Products are and will be merchantable and free from defects (latent, patent, or otherwise) and will be manufactured in conformity with the Specifications (including as to use of ingredients, packaging, raw materials, and product labeling approved in writing by BlendHouse); (v) the Product, Work Product, and the performance of the Services and the Supplier’s obligations under the Agreement will not violate the intellectual property or proprietary rights of any third party; and (vi) the relevant facilities comply and will continue to comply with all applicable laws and regulations, and, as applicable, maintain any required certifications or other substantiation related to claims regarding the Products or Services.

9. Inspections; Audits; Site Visits.

A. Supplier will maintain a safety and quality assurance program (and if Supplier is supplying Products or Services relating to food, a safety and quality assurance program specific to food) and adhere to (i) applicable laws and regulations and (ii) industry standard quality inspection and acceptance testing procedures, which procedures BlendHouse will have the right to review. Upon request from time to time, Supplier will provide BlendHouse with documents related to Supplier’s safety and quality practices, including, with respect to Products or Services relating to food, Supplier’s food safety plan and hazard analysis, environmental testing, and employee food safety training. Throughout the Term, Supplier will subject all Products and Services to quality inspection testing procedures prior to delivery to BlendHouse. Supplier has full responsibility for the safety and quality assurance practices of its sub-suppliers (e.g., second-tier suppliers) and permitted subcontractors and will follow reasonable and proper procedures to ensure their compliance with all applicable laws and regulations.

B. During the Term and for a period of two (2) years thereafter or longer if required by applicable laws and regulations, Supplier will maintain complete and accurate records relating to the manufacture and supply of the Products and the performance of Services, and will allow BlendHouse or its Representatives to access, on reasonable advance notice to Supplier, Supplier’s premises during normal business hours, records, equipment, materials, systems, facilities, and other information related to Supplier’s manufacture and supply of the Products or performance of the Services, and Supplier’s Representatives for the purpose of auditing Supplier’s compliance with the Specifications, applicable laws and regulations, and the terms of the Agreement. Supplier will use commercially reasonable efforts to cooperate fully, at Supplier’s cost, with BlendHouse or its Representatives in connection with any such audit, make available on a timely basis the information reasonably required to conduct the audit, and assist BlendHouse or its Representatives as reasonably necessary. BlendHouse will bear all costs and expenses of any such audit, unless such audit reveals Supplier is in material breach of the Specifications, applicable laws and regulations, or the terms of the Agreement, in which case Supplier will bear all costs and expenses of such audit.

C. BlendHouse will have the right to inspect the Products or Services at any time prior to, during (including via in-person or real-time observations), or after delivery of the Products to, or performance of the Services for, BlendHouse. If BlendHouse determines that Products or Services (including any Work Product) fail to comply with the Specifications, applicable laws and regulations, or the terms of the Agreement, BlendHouse may, at its option: (i) reject such Products or Services (including any Work Product), in which case, BlendHouse will not be responsible for paying any fees or other costs associated with such rejected Products or Services and will be entitled to refund of any fees paid for such Products or Services and any shipping, handling, and transportation charges paid by BlendHouse, (ii) require prompt correction or replacement of such Products or Services (including the creation of replacement Work Product) on BlendHouse’s written instruction at no additional cost to BlendHouse and by the delivery dates reasonably requested by BlendHouse and receive a credit for any losses incurred due to delay in receipt of new Products or Services, or (iii) retain such Products or continuing using such Services or Work Product. All returns of rejected Products to Supplier are at Supplier’s sole risk and expense. If BlendHouse exercises its option to replace such Products or Services, Supplier will promptly deliver replacement Products in the same quantity as the rejected Products at no additional cost to BlendHouse or perform replacement Services (including the creation of replacement Work Product), in each case, by the delivery dates reasonably requested by BlendHouse. For clarity, the terms of Section 4 will apply with respect to all replacement Products.

D. Supplier must permit regulatory inspections (including, with respect to Products and Services relating to food, FDA inspections) at its premises, and will notify BlendHouse as soon as reasonably practicable after (but in any event within twenty-four (24) hours after) being notified of a scheduled visit or inspection or as soon as reasonably practicable after learning of an unscheduled visit or inspection. BlendHouse may be present during the visit or inspection unless it solely concerns products or services other than the Products or Services. Supplier must promptly notify BlendHouse of any material findings of such visits or inspections that affect the Products or Services or Supplier’s ability to supply the Products or perform the Services in accordance with the Specifications, applicable laws and regulations, and the terms of the Agreement and of any anticipated corrective actions for such material findings.

E. Supplier will provide copies of all permits and all safety-related audit reports provided during the Term that are relevant to the Supplier’s manufacture or storage of Products or performance of Services, which will include audits conducted by governmental authorities and private third party safety entities, including the certification bodies in respect of any certifications specified in the Specifications. Supplier will provide copies of any FDA Form 483, warning letter, cyber letter, investigation, or any other compliance or enforcement action or other regulatory correspondence from or by any governmental authority relevant to the Supplier’s manufacture or storage of Products or performance of Services. Supplier will also provide copies of all complaints received that are related to the Products or Services within twenty-four (24) hours of receipt by Supplier.

10. Recalls and Withdrawals of Products.

A. Supplier will notify BlendHouse promptly and within twenty-four (24) hours of becoming aware of any facts or circumstances that could reasonably give rise to a voluntary or mandatory recall or withdrawal pursuant to applicable laws and regulations. Supplier will immediately cooperate with all BlendHouse requests for documents, information, or inspections to ascertain how to proceed. Without limiting the foregoing, if BlendHouse in its sole discretion believes that a recall or withdrawal is warranted or if a recall is mandated by any governmental authority that regulates the Products (including, with respect to food Products, the FDA), and the recall or withdrawal results from, arises out of, relates to, or is caused by the Products, the Services, or acts or omissions of Supplier or any of its Representatives, (i) the Products will be destroyed at Supplier’s expense or, if they are in the form in which they were delivered to BlendHouse, returned to Supplier, as determined by BlendHouse, and (ii) Supplier will promptly (A) replace any affected Products or Services (including any affected Work Product) and provide such replacement Products or Services (including replacement Work Product) to BlendHouse or BlendHouse’s designee or (B) take other action, such as offering a refund, as determined by BlendHouse in its sole discretion. Without limitation, Supplier will promptly reimburse BlendHouse for all Losses (defined below) of BlendHouse or its affiliates in connection with such recall or withdrawal.

B. Supplier will not refer to BlendHouse or any of its affiliates in any communications with regulators, the press or other public communications with respect to such recall or product withdrawal without BlendHouse’s prior written consent.

11. Regulatory Submissions.

Supplier will cooperate with BlendHouse’s reasonable requests in connection with any submissions to governmental authorities (which may include the FDA) made by BlendHouse, its affiliates, or its customers and shall provide BlendHouse with all data and information reasonably requested or required by BlendHouse for any such regulatory submission.

12. Indemnification.

Supplier will indemnify, defend and hold harmless BlendHouse and its affiliates and subsidiaries, and all of its and their respective officers, directors, employees, agents, successors, and permitted assigns from and against any and all losses, damages, injuries, liabilities, deficiencies, fines, penalties, investigation costs, recall or withdrawal costs, costs and expenses (including attorneys’ fees), including those related to personal injury, death or property damage (“Losses”) due to any claim, suit, action, investigation (including investigations conducted by governmental authorities) or proceeding (“Claims”) brought by a third party, to the extent such Losses directly or indirectly arise out of, are related to, or are caused by (i) the Products, Services, Work Product, or, in each case, the use thereof, except to the extent that the Claim is caused by (x) the gross negligence or willful misconduct of BlendHouse or (y) with respect to Claims relating to the use of the Products, third party products that were integrated with the Products after the Products were delivered to BlendHouse, (ii) a recall or withdrawal that results from, arises out of, is related to, or is caused by the Products, the Services, or the acts or omissions of Supplier or any of its Representatives, (iii) any breach of the Agreement by Supplier or any of its Representatives, (iv) the failure of Supplier or any of its Representatives to comply with applicable laws and regulations, or (v) any bad faith, gross negligence, or willful
misconduct of Supplier or any of its Representatives. Supplier will not settle any Claim without the prior written consent of BlendHouse.

13. Term; Termination Rights.

A. The term of the Agreement will commence on the date of the Purchase Order and, unless terminated earlier as provided hereunder, will continue until thirty (30) days following the delivery in full by Supplier of the Products and Services (the “Term”).

B. A Party will have the right to terminate the Agreement upon a material breach of the Agreement by the other Party if the other Party has not cured such breach within thirty (30) days after notice thereof by the non- breaching Party. BlendHouse will have the right to terminate the Agreement by giving thirty (30) days’ written notice to Supplier. BlendHouse may terminate the Agreement by giving written notice to Supplier (with such termination to take effect as of the date specified in BlendHouse’s termination notice) following any breach by Supplier of Sections 6(E) or 14.

C. Upon the termination or expiration of the Agreement, (i) at BlendHouse’s option, Supplier will complete manufacturing and pre-delivery testing with respect to, and deliver to BlendHouse in accordance with the Agreement, any Products that have not been delivered to BlendHouse as of the date of such termination or expiration (and BlendHouse will pay for such Products in accordance with Section 7), (ii) Supplier will invoice BlendHouse for any amounts owed to Supplier as of the date of termination or expiration, and BlendHouse will pay such amounts in accordance with Section 7, (iii) Supplier will pay to BlendHouse the monetary value of any refunds or credits that have not been applied to the fees as of the date of such termination or expiration, (iv) each Party will return or destroy (as determined by the other Party) all copies of the other Party’s Confidential Information (defined below), (v) Supplier will deliver to BlendHouse all documents, Work Product, and other materials, whether or not complete, prepared by or on behalf of BlendHouse in the course of performing the Services, (vi) Supplier will return to BlendHouse all BlendHouse Property in Supplier’s possession or control, and (vii) Supplier will remove any Supplier-owned property, equipment, or materials located at BlendHouse’s facilities at a date and time mutually agreed by the Parties. The termination or expiration of the Agreement will not relieve either Party of any obligations that may have accrued under the Agreement prior to the effective date of such termination or expiration. The terms of the Agreement that, by their nature, should survive will survive any termination or expiration of the Agreement, including Sections 1, 6(E), 8 - 12, 13(C) and 14 - 17.

14. Confidentiality.

A. Each Party (the “Receiving Party”) acknowledges that it may acquire or be exposed to certain confidential or proprietary information of the other Party (the “Disclosing Party”), including information concerning the Disclosing Party’s business affairs, property and methods of operation and any other material, data or information disclosed by the Disclosing Party to the Receiving Party that is not generally known by or disclosed to the public or to third parties (collectively, “Confidential Information”). The terms of the Agreement are the Confidential Information of BlendHouse. The term “Confidential Information” does not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to the Receiving Party at the time of disclosure (as determined by written records); (iii) rightfully obtained by the Receiving Party on a non- confidential basis from a third party; or (iv) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information (as determined by written records).

B. The Receiving Party agrees: (i) to hold the Disclosing Party’s Confidential Information in strict confidence using the same degree of care and protection that it exercises with respect to its own confidential or proprietary information, but in no event less than reasonable care; (ii) not to use the Disclosing Party’s Confidential Information except as permitted under the Agreement; and (iii) not to directly or indirectly disclose, distribute, republish or allow any third party to have access to any of the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent, except to the Receiving Party’s employees, agents, subcontractors, consultants, and other authorized representatives (“Representatives”) who (a) have a need to know such Confidential Information for the Receiving Party to perform its obligations hereunder, (b) have been informed of the confidential nature of such Confidential Information, and (c) are under obligations of confidentiality no less restrictive than the Receiving Party’s obligations hereunder. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information in response to a valid court order, law, rule, regulation, or other governmental action, provided that (x) the Receiving Party will provide the Disclosing Party with sufficient written notice of such disclosure and (y) the Receiving Party will assist the Disclosing Party in any lawful attempt by the Disclosing Party to limit or prevent the disclosure of such Confidential Information.

15. Ownership; Licenses.

A. Supplier acknowledges and agrees that, as between the Parties, BlendHouse will retain ownership at all times of all right, title, and interest in and to all BlendHouse Property and all intellectual property and proprietary rights of BlendHouse, including with respect to all products that are developed, created, derived or produced by BlendHouse (collectively, “BlendHouse IP”). All work product, output, or other materials created in the course of performing the Services (“Work Product”) will be “works made for hire” owned by BlendHouse, to the fullest extent allowed by applicable laws and regulations. To the extent that Supplier acquires any right, title or interest in or to any BlendHouse Property, BlendHouse IP or Work Product, Supplier will and hereby does irrevocably assign to BlendHouse all such right, title and interest, without further action by either Party. Supplier will, upon the request of BlendHouse, promptly provide all assistance reasonably required to perfect such right, title, or interest.

B. Supplier will and hereby does grant to BlendHouse a non-exclusive, perpetual, irrevocable, fully paid-up and royalty-free, worldwide, fully transferable, sublicensable (through multiple tiers) license (i) to use and otherwise exploit Supplier’s intellectual property or proprietary rights in connection with the Products, Services, or Work Product (to the extent that Supplier uses or incorporates any such rights in, or in connection with, any Products, Services, or Work Product) and (ii) to use, disclose, implement, and otherwise exploit any suggestions, comments or other feedback regarding BlendHouse’s products or business (“Feedback”) for any purpose (to the extent that Supplier discloses any such Feedback to BlendHouse).

C. Each Party reserves all rights and licenses with respect to such Party’s intellectual property and proprietary rights that are not expressly granted herein.

16. Insurance.

During the term of the Agreement and for three (3) years thereafter, Supplier will maintain at its sole expense insurance coverages of the types and in the amounts that are required by applicable laws and regulations and that are customary for a supplier performing the services and activities described by the Agreement. Without limiting the foregoing, Supplier will maintain (i) commercial general liability coverage covering the Products and Services, (ii) first party property insurance that covers the Products and any property of BlendHouse while in the custody of Supplier, (iii) statutory workers compensation insurance (including occupational disease) in accordance with the laws of the states in which any work is performed under the Agreement, (iv) errors and omissions coverage to cover liability arising from errors and omissions in Supplier’s performance of all activities under the Agreement, and (v) umbrella or excess liability coverage. Unless otherwise expressly agreed in writing, Supplier will ensure that all insurance coverages described in the immediately preceding sentence will name BlendHouse as an additional insured for BlendHouse’s liability arising from Supplier’s actual or alleged acts, errors or omissions and from any other causes or occurrences so insured, and that any such insurance coverages that provide first-party coverage will name BlendHouse as a loss payee. When Supplier’s and BlendHouse’s insurance coverages potentially apply to a claim or loss, Supplier’s insurance coverage will specify that it will be primary to and noncontributory with any valid insurance issued or affording coverage to BlendHouse, and the Supplier’s insurance coverage will specify that BlendHouse’s insurance will apply on an excess or contingent basis. Upon request, Supplier will provide to BlendHouse a schedule listing Supplier’s insurance coverages.

17. Miscellaneous.

A. BlendHouse and Supplier are each independent contractors. The Agreement will not be construed as creating between BlendHouse and Supplier any partnership, joint venture, employment relationship, agency relationship or any other similar relationship. The Agreement is not a requirements contract and nothing in the Agreement will be construed to prevent BlendHouse from itself producing or performing, or from acquiring from other suppliers or service providers, products or services that are similar to or the same as the Products or Services.

B. Neither Party may assign, delegate or subcontract the Agreement or any of such Party’s rights or obligations under the Agreement without the prior written consent of the other Party, except that BlendHouse may assign the Agreement to an affiliate or to a successor entity in connection with a merger, reorganization, consolidation or acquisition, or to an entity acquiring all or substantially all of the product line or business operations of BlendHouse to which the Agreement relates. This Agreement will inure to the benefit of and be binding upon the Parties and their respective permitted successors and assigns. Supplier will be fully liable for any acts or omissions of its Representatives as if they were Supplier’s own acts or omissions.

C. The Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to any conflict or choice of law rules that would result in the application of the substantive laws of another jurisdiction. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement. Any and all disputes, whether contractual or otherwise, arising out of or in connection with the Agreement will be brought solely and exclusively in the U.S. federal or the New York State courts located in New York County, New York, and each Party hereby submits to the exclusive jurisdiction of such courts and waives any objection to jurisdiction or improper or inconvenient venue.

D. Each Party agrees that (i) a breach of the provisions of the Agreement may result in irreparable harm to the non-breaching Party such that a remedy at law alone will be inadequate and (ii) the other Party is entitled to seek equitable relief (including injunction) or any other relief that a court may deem proper. All remedies specified in the Agreement will be cumulative and in addition to all other remedies available at law or in equity.

E. Unless otherwise agreed by BlendHouse and Supplier in a separate written agreement governing the transactions contemplated by the Purchase Order, the Agreement (including, for clarity, the Specifications) constitutes the entire agreement and understanding of the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous understandings between the Parties regarding such subject matter. In the event of a conflict between these T&Cs, the Purchase Order, or the Specifications, the following order of precedence will apply: (i) these T&Cs, (ii) the Purchase Order, and (iii) the Specifications, except to the extent that an authorized representative of each Party has either signed the conflicting Purchase Order or Specifications or has approved of such conflicting Purchase Order or Specifications in writing.

F. No amendments to the Agreement will be valid unless in writing and executed by the Parties. Neither the failure nor the delay by either Party to enforce any of provision of the Agreement will constitute a waiver of such provision or of the right of either Party to enforce any provision of the Agreement.

G. Any language or general terms contained on Supplier’s standard purchase order or website or contained in any other paper or electronic ordering document or agreement provided in the course of the ordering process, will be of no force and effect and will not supersede, modify or amend the Agreement.

H. In the event that any of the terms of the Agreement are held to be invalid or unenforceable by any competent court, such determination will not affect the operation of the remaining provisions of the Agreement, which will remain in full force and effect.

I. All notices to a Party under the Agreement will be in writing and will be deemed to have been duly given on the date delivered by hand or by registered of certified mail (return receipt requested), or upon receipt by email, to the address listed in the Purchase Order. Either Party may change its address for notices by giving at least five (5) days’ advance written notice to the other Party.

J. In interpreting the meaning of the Agreement, (i) use of the words ‘includes’ or ‘including’, ‘for example’, or ‘e.g.’ (and their derivatives) means includes or including, without limitation and (ii) “or” is used in the inclusive sense (and/or).

Last Updated: March 15, 2023.