1. Exclusive Appointment & Geographic Scope

The Buyer hereby appoints and retains the Broker as the Buyer's exclusive procurement agent and representative on a worldwide basis. The Broker has the exclusive right to locate, evaluate, negotiate, and facilitate the acquisition of brand-new, commercial-grade automated shipping container farms and associated agricultural technology (the "Equipment").

The Buyer agrees that during the term of this Agreement, all inquiries, expressions of interest, or potential purchases regarding brand-new commercial container farms—whether identified by the Broker, the Buyer directly, or any third party—shall be referred exclusively to the Broker.

2. Broker's Global Services & Equipment Scope

The Broker agrees to utilize its international network and industry expertise to perform services focused on sourcing automated container systems configured specifically for the commercial production of leafy greens, mushrooms, and fodder. These services include:

• Global Manufacturer Sourcing: Identify and vet premier international manufacturers capable of fabrication, assembly, and custom configuration of turnkey commercial container farms.
• Technical Compliance Review: Verify that the Equipment specifications meet the Buyer's target parameters, including crop layout (hydroponic/vertical), specialized mushroom cultivation climate packages, fodder germination cycles, LED spectrum profiles, automation software, and biosecurity parameters.
• International Contract Negotiation: Negotiate asset purchase prices, manufacturer production timelines, factory acceptance testing (FAT), and international commercial terms.
• Logistics & Customs Oversight: Coordinate with international freight forwarders regarding global shipping, ocean/ground transport, customs clearance documentation, and delivery schedules to the Buyer's designated destination site.

3. Buyer's Obligations

The Buyer agrees to perform the following actions:

• Provide the Broker with complete technical, utility, financial, and spatial site requirements.
• Conduct all communications, pricing requests, and contract negotiations with global manufacturers or suppliers exclusively through the Broker.
• Maintain open lines of communication for prompt review of international manufacturer proposals, production milestones, and localized compliance demands.

4. Compliance & International Standards

Because the Equipment will be sourced globally, the Broker and Buyer will explicitly ensure that the final asset purchase agreements contain stipulations requiring the manufacturer to provide:

• Regulatory Certification: Proof that all internal electrical systems, HVAC units, plumbing, and structural modifications carry recognized international or regional safety markings (e.g., UL, CE, ETL, or CSA) required by the jurisdiction of the Buyer's final installation site.
• Import/Export Legality: Verification that any integrated software, sensors, or specialized agricultural growing media comply with the agricultural import regulations and intellectual property laws of the destination country.

5. Compensation & Manufacturer-Paid Fees

The Parties expressly agree that the Broker's compensation for services rendered under this Agreement shall be paid directly by the manufacturer or supplier of the Equipment, rather than the Buyer, subject to the following terms:

• Manufacturer Commission: The Broker shall negotiate its commission percentage directly with the selected manufacturer, to be disbursed from the gross manufacturer invoice price of the Equipment.
• Buyer Disclosure Protection: The Broker must disclose the exact commission percentage or fee structure agreed upon with the manufacturer to the Buyer in writing prior to the execution of the final asset purchase agreement.
• Exclusivity Protections: If the Buyer bypasses the Broker to purchase brand-new commercial container farms directly from a manufacturer during the term of this Agreement, and such manufacturer refuses to compensate the Broker, the Buyer shall be liable to the Broker for damages equivalent to standard market brokerage fees for such equipment.
• Post-Termination Protection Period: The Broker remains entitled to receive its full manufacturer-paid compensation for any Equipment purchased by the Buyer from any manufacturer or supplier introduced, engaged, or negotiated with by the Broker during the term of this Agreement, provided that the purchase contract is finalized within 12 months following the expiration or termination of this Agreement. Within fifteen (15) days post-termination, the Broker shall deliver to the Buyer a written list of all manufacturers introduced or engaged during the term to activate this protection.

6. Confidentiality and Non-Disclosure of Sourcing Methods

The Parties acknowledge that during the course of this Agreement, the Buyer will have access to the Broker's proprietary methodologies, international supply networks, manufacturing connections, evaluation systems, and customized agricultural procurement strategies (collectively, "Confidential Information").

• Non-Disclosure: The Buyer agrees to hold all Confidential Information in strict confidence and shall not disclose, disseminate, or communicate any part of it to any third party without the express, prior written consent of the Broker.
• Permitted Use: The Buyer shall use the Confidential Information solely for the purpose of evaluating and executing equipment purchases directly facilitated by the Broker under the terms of this Agreement.
• Non-Circumvention: The Buyer explicitly agrees not to bypass, avoid, or circumvent the Broker by utilizing the disclosed manufacturing contacts or sourcing methodologies to purchase equipment independently or through alternative brokerages.
• Survival: The obligations of confidentiality, non-disclosure, and non-circumvention set forth in this Section shall survive the expiration or termination of this Agreement for a period of three (3) years.

7. Logistics, Delivery, & Site Readiness

The execution of any purchase contract arranged by the Broker is contingent upon:

• International Commercial Terms: Clear designation of shipping risk and cost allocation via standardized International Commercial Terms (Incoterms, e.g., DDP, CIF, or FOB).
• Site Logistics: Explicit written guidelines from the manufacturer defining foundation parameters, minimum crane/forklift capacities for offloading, and external electrical/water hookup requirements.
• Software & IP Licensing: A global, non-exclusive, perpetual license (or explicitly structured SaaS agreement) for any automated cultivation software, proprietary operating systems, and remote monitoring applications required to run the farms.

8. Term, Termination, and Auto-Renewal

This Agreement shall commence on the Effective Date and remain in effect for an initial period of 12 months.

• Conditional Auto-Renewal: In the event that the target container farm units have not been successfully secured and purchased within the initial 12-month term, this Agreement shall automatically renew for successive six (6) month periods under the same terms and conditions, unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.
• Termination for Cause: Either Party may terminate this agreement prior to expiration only for a material breach of terms, by providing 30 days' written notice via registered mail return receipt requested, outlining the breach, provided such breach is not cured within the notice period.

9. Indemnity & Performance Disclaimer

The Broker acts strictly as a procurement agent and does not manufacture, warrant, or physically construct the container farms. The Buyer acknowledges that crop yields, operational efficiency, and financial returns are dependent on the Buyer's operational management and the manufacturer's structural warranties. The Broker shall not be held liable for production delays, international transit delays, or equipment mechanical failures.

10. Governing Law & Arbitration

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law principles. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by binding arbitration in Delaware under the commercial rules of the American Arbitration Association (AAA).

11. Severability

If any provision of this Agreement, or the application thereof, is held to be invalid, illegal, or unenforceable for any reason by a court or arbitration panel of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement. The remaining provisions shall continue in full force and effect as if the invalid, illegal, or unenforceable portion had never been included, and shall be construed to give maximum legal effect to the original intent of the Parties.

Signatures

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.