CONSULTATION AGREEMENT

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Samples legal papers
March 17, 2023
 CONSULTATION AGREEMENT

BETWEEN

  1. ______________________________________________________

(“The Patient”)

AND

  • MANIFEST HOME CULTIVATION

(“The Service Provider”)

THIS AGREEMENT is made on the ……..…… day of…………..…………20……..…, is entered into by and between, the Patient and the Service Provider (Patient and Service Provider collectively referred to herein as the “Parties” or individually as the “Party”).

WHEREAS:

  • The Service Provider is a [type of entity] engaging in the business of cannabis cultivation.
  • The Patient wishes to engage a skilled and professional entity to carry out and complete the Cultivation.
  • The Service Provider has indicated and warranted that it has the necessary skills, professional expertise, personnel and equipment to carry out and complete the Cultivation at the Contract Sum (a term defined below) and to the standards that are stated in this Agreement.
  • The Patient now wishes to enter into this Agreement with the Service Provider under which the Service Provider will carry out and complete the Cultivation.

THEREFORE, in consideration of mutual promises, representations, covenants and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree to the following terms and conditions and to be bound thereby:

  1. DEFINITIONS AND INTERPRETATIONS
    1. In this Agreement:
  2. “Agreement” means this Agreement, its Schedules, Exhibits and other documents (save as may otherwise be varied by this Agreement);
  3. “Contract Sum” means ________________________________________________;
  4. “Cultivation” means the services rendered by the Service Provider as provided under Schedule A;
  5. “Cultivation Period” means the period starting from the initial space preparation to approximately 4 weeks after the curing process has commenced.
  6.  “Digital Media” means audio, video and photography;
  7. “Intellectual Property” means the copy-right, know-how, the trade names and any marks, trade device, service mark, symbol, code or specification, patents, designs and other individual or intellectual property rights used in or associated with any of the Parties;
  8. “Order” means the Patient’ s written instructions specifying the Site(s) at which the Cultivation will be carried out;
  9. “Schedule Service Time” means the predetermined date and time when the Service Provider shall perform maintenance services on the Cultivation.
  10. “Subcontractor” means any person named in the Agreement as a subcontractor for a part of the Cultivation or any person to whom a part of the Cultivation has been subcontracted with the consent of the Patient; and
  1. In this Agreement, unless the context otherwise requires, any reference to:
  2. the singular includes the plural and vice versa;
  3. a person includes reference to a body corporate or other legal entity;
  4. any written law includes that law as amended or re-enacted from time to time;
  5. any agreement or other document includes that agreement or other document as varied or replaced by the Parties in writing from time to time;
  6. a clause is to the relevant clause of this Agreement;
  7. any Party includes that Party’s successors and assigns.
    1. Clause headings are inserted for convenience only and shall be ignored in construing this Agreement.
    1. The identification of certain breaches in this Agreement as being “Material” does not indicate that only those breaches are material.
    1. Where the Agreement provides for the giving or issue of any notice, consent, approval certificate or determination, it shall be in writing and the words notify, certify or determine shall be construed accordingly.  Routine communications relating to the performance of this Agreement may be conducted by electronic mail.
    1. .
  8. application of terms and the Service Provider UNDERSTANDING
    1. Save as may otherwise be provided in this Agreement the terms and conditions set out in this Agreement are the only terms on which the Service Provider is prepared to deal with the Patient and they shall govern the relationship between the Parties to the entire exclusion of all other agreements entered into with the Service Provider in relation to the provision of the Cultivation.
    1. If any ambiguity is found in the various documents forming this Agreement, the Service Provider shall issue any necessary clarification or instruction.
    1. All documents annexed to this agreement shall be subject to the terms under this agreement, provided that the Parties append their signatures on the documents.
  9. COMMENCEMENT AND DURATION

This Agreement shall come into force upon execution and shall remain in force for a period of ___________________ days/months/years, unless the Agreement is earlier terminated in accordance with the provisions of this Agreement. Subject to successful performance of the Contract the parties may enter into negotiations to extend the duration of the Agreement on such terms and conditions that may be mutually agreed by the Parties.

  • THE PATIENT’S OBLIGATIONS
    • Access to site
      • The Patient shall undertake to grant the Service Provider, its employees, representatives, agents and sub-contractors the proper consent and authority to access the site where the Cultivation shall be carried out.
      • By granting access to the site, the Patient grants the Service Provider express permission to capture and use Digital Media of the site, before commencement of Cultivation, during performance of the Cultivation and after the Cultivation has been completed.
      • The Patient grants the Service Provider express permission to use, market and otherwise commercially exploit the Digital Media as provided for in clause 4.1.2 (b).
    • Unless agreed otherwise, the Patient shall pay to the Service Provider 50% of the agreed Contract Sum before any Cultivation may be commenced by the Service Provider. The remaining balance shall be payable within 90 days, and shall be paid in equal monthly installments. In the event payment is not made when it becomes due, the Patient shall incur an 18% late fee charge on the amount due, until such date that the amount due inclusive of late fees shall be paid in full.
    • The Patient shall be solely liable for all utility expenses and costs in so far as this Agreement is concerned.
    • The Patient shall not tamper, remove or otherwise interfere with any and all labels placed by the Service Provider. In the event that a label becomes damaged or misplaced, the Patient shall immediately notify the Service Provider.
    • The Patient shall keep all pets and children away from the Cultivation at all times.
    • The Patient shall keep secured all pets during the Scheduled Service Time.
    • The Patient shall immediately notify the Service Provider of any person testing positive for COVID-19 in the venue where the Cultivation is situated.
    • The Patient shall be present during the Scheduled Service Times.
    • In the event that the Patient and the authorized representative of the Patient shall not be present on the day of the Scheduled Service Time, the Patient shall be required to give at least two weeks’ notice to the Service Provider, to enable the Service Provider to reschedule Service Time or temporarily remove the Cultivation from the venue until such a time that the Patient shall again be available.
    • The Patient shall not cut, prune and/or clone any plant within the Cultivation boundaries.
  • THE SERVICE PROVIDER’S OBLIGATIONS
    • The Service Provider shall supply all materials, labor and supervision to perform the Cultivation.
    • The Service Provider shall carry out all maintenance of the Cultivation during the Cultivation Period.
    • The Service Provider shall deliver to the Patient completely harvested and cured Cannabis at the end of the Cultivation Period.
  • LIABILITY OF THE PARTIES.
    • The Service Provider shall not be held liable for any damage to the Cultivation, or the equipment forming part of the Cultivation, where:
  • the damage has been occasioned by the Patient;
  • the damage has been caused by the pets or children;
  • the damage has been caused by third-parties whether or not under the direct control of the Patient;
  • the damage has been caused by natural disaster; and
  • the damage has been caused by an event beyond the control of the Patient.
    • In the event of damage subject to section 6.1 above, the Service Provider may refund a fraction of the Contract Sum to the Patient based on a case by case basis. The Patient shall have the option to replace the damaged (unrecoverable) portion of the Cultivation. Such replacement shall be at the cost of the Patient at a discounted rate to be agreed upon by the Parties. Damage occasioned by a natural disasters and events beyond the control of the Patient shall not be entitled to a refund.
    • The Service Provider shall not be held liable for any portion of the Cultivation, or the equipment forming part of the Cultivation, where the same is the subject of a criminal offense including theft and burglary;
    • The Service Provider shall not be held liable for the Patient’s misuse, abuse or illegal action involving the Cultivation or any product arising from the Cultivation.
  • DISCLAIMER
    • The Parties hereto acknowledge and agree that the Service Provider cannot guarantee the quantity and potency of any product resulting from the Cultivation. Rather, the Service Providers shall conduct their operations and provide their services in a professional manner and in accordance with good industry practice and all federal, state and local laws.
    • The Parties hereto acknowledge and agree that nothing in this Agreement shall be construed to mean transfer of title or ownership of any of the Cultivation equipment to the Patient.
  • WARRANTIES
    • The Service Provider warrants that the Works shall be performed:
  • by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality consistent with applicable industry standards and as it is reasonable the Patient to expect in all the circumstances;
  •  in accordance with the provisions of this Agreement and such other instructions as may be given by the Patient; and
  • in accordance with all applicable laws and consents.
    • The Patient warrants that:
  • the Patient is over the age of 21 years.
  • the Patient shall use the Cultivation and the produce from the Cultivation in a safe and responsible manner.
  • The Cultivation is intended strictly for personal and recreational use only.
  • DISPUTE RESOLUTION
    • If any dispute between the Parties related to this Agreement is not resolved by negotiation, then the dispute shall be mediated. Unless the Parties agree otherwise, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Association.
    • Pending final settlement or determination of a dispute, the Parties shall continue to perform their subsisting obligation hereunder.
  • SUSPENSION
    • The Service Provider shall be entitled to suspend this Agreement in the event that the Patient or any person within the Patient’s residence tests positive for COVID-19. Under such circumstances, the Service Provider shall have the option to continue with Cultivation after the Patient or member of the Patient’s residence has recovered, or the Service Provider may choose to relocate the Cultivation to another location of the Patient’s choosing.
    • Recovery of the Patient or member of the Patient’s residence shall be determined upon presenting a medical certificate confirming the negative status of the Patient or member of the Patient’s residence.
  • TERMINATION
    • The Service Provider shall be entitled to terminate this Agreement immediately upon occurrence of either of the following:
  • Suspicion of illegal activity by the Patient involving the Cultivation.
  • The Patient is involved in theft/burglary of the Cultivation plaints.
  • The Patient is involved in theft/burglary of the Cultivation equipment.
    • Either Party may Terminate this agreement upon giving the other party no less than 14 days’ notice in writing.
    • Upon termination of this Agreement, the Service Provider shall
  • Stop the Cultivation entirely, or as may be specified in the notice; and
  • Remove all Cultivation and Service Provider property from the Patient’s residence.
    • Upon termination of this Agreement, the Patient shall
  • Pay to the Service Provider any sums due to it prior to the termination;
  • promptly return to the Service Provider (or otherwise dispose of as the Service Provider may instruct) all confidential information and any documentation containing confidential information and the Service Provider shall promptly return all or any confidential information relating to the Patient.
    • The termination of this Agreement shall not discharge the liabilities accumulated by either Party.
    • Any Clauses intended by the Parties or this Agreement to survive the termination of this Agreement shall survive the termination of this Agreement by whatever cause.
  • VARIATION to the agreement

Either party may request variations to the Agreement.  The Parties shall enter into discussions to agree on any required changes, revised pricing and time for performance.  Such variations will only be effective if agreed in writing by the Parties and recorded.

  1. Force Majeure
    1. For the purposes of this Agreement, “Force Majeure” means an event which could not reasonably have been avoided by a diligent party in the circumstances, which is beyond the reasonable control of a party and which makes a party’s performance of its responsibilities hereunder impossible or so impractical as reasonably to be considered impossible in the circumstances and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.
    1. Force Majeure shall not include any event which is caused by the negligence or intentional action of a Party or such Party’s subcontractors or agents or employees, or by a failure to observe good professional practice.
    1. Force Majeure shall not include insufficiency of funds or failure to make any payment required hereunder.
    1. The failure of a Party to fulfil any of its obligations hereunder shall not be considered to be a breach of, or default under, this Agreement insofar as such inability arises from an event of Force Majeure, provided that the Party affected by such an event has taken all reasonable precautions, due care and reasonable alternative measures, all with the objective of carrying out the terms of this Agreement.
    1. A Party affected by an event of Force Majeure shall take all reasonable measures to remove such Party’s inability to fulfil its obligations hereunder with a minimum of delay.  The Parties shall take all reasonable measures to minimize the consequence of any event of Force Majeure.
    1. A Party affected by an event of Force Majeure shall notify in writing the other Party of such event as soon as possible, and in any event not later than five (5) days following the occurrence of such event, providing evidence of the nature and cause of such event, and shall similarly give notice of the restoration of normal conditions as soon as possible.
    1. Not later than fourteen (14) days after the Service Provider, as a result of an event of Force Majeure, has become unable to discharge a material portion of its obligations, the Parties shall consult with each other with a view to agreeing on appropriate measures to be taken in the circumstances.
  2. CONFIDENTIALITY

Service Provider shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) any information concerning this Agreement or any other information of any nature whatsoever concerning the Patient, whether such information or matter is stated to be confidential or not, without the express written permission of the Patient.  This covenant is given by the Service Provider on its own behalf.

  1. NO WAIVER

Except where this Agreement provides otherwise, the rights and remedies contained in it are cumulative and not exclusive to rights or remedies provided by law.  The failure by either Party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.

  1. SEVERABILITY

If any provision of this Agreement is declared by any judicial or other competent to be void, voidable, illegal or otherwise unenforceable, the Parties shall amend that provision in such reasonable manner as achieves the intention of the Parties without illegality or at the discretion of the Service Provider, it may be severed from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect.

  1. NOTICES

The Parties select as their respective addresses, the addresses (including email) set out below for all purposes arising out of or in connection with this Agreement at which addresses only all processes and notices arising out of or in connection with this Agreement may validly be served upon or delivered by the Parties.

THE PATIENT: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

THE SERVICE PROVIDER: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

  1. CHANGE OF ADDRESS

Either Party may provide changes in the above addressees by notice in writing given to the other Party as aforesaid.

  1. COSTS

Each party shall bear its own costs incurred in the negotiation, preparation and execution of this Agreement.

  • GOVERNING LAW

The construction, validity and performance of this Agreement shall be governed in all respects by the Laws of the state of Virginia.

IN WITNESS WHEREOF, each of the Parties has executed this Consulting Agreement, both Parties by its duly authorized officer, as of the day and year set forth below.

 Signed by the duly authorized representative of MANIFEST CULTIVATION    Signature: Name: Designation: Date:…………………………………………….………………..   Signed by PATIENT    Signature: Name: Designation: Date:…………………………………………….……………….. 
    

SCHEDULE A

The services offered by Manifest Cultivation shall include:

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