Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Additional Services" means any transition services not expressly described in the Service Schedules that are agreed to by the Parties in writing pursuant to Section 2.4. "Agreement" means this Transition Services Agreement, including all Schedules and Exhibits attached hereto and incorporated herein by r

Section 1.2 — Rules of Construction (a) Unless the context otherwise requires, the singular shall include the plural and vice versa, and the masculine, feminine, and neuter genders shall each include the other genders. (b) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." (c) The words "hereof," "herein," "hereunder," and words of similar import shall

ARTICLE II — TRANSITION SERVICES

Section 2.1 — Services to Be Provided (a) Subject to the terms and conditions of this Agreement, Service Provider shall provide to Service Recipient, or cause to be provided to Service Recipient, the Transition Services described in the Service Schedules attached hereto during the applicable Service Period for each such Transition Service. The Transition Services shall be provided in the following four categories: (i

Section 2.2 — Standard of Service (a) Service Provider shall perform each Transition Service in a manner substantially consistent with the nature, quality, and level of service provided by Service Provider with respect to the CleanLeaf and PureHaven product lines during the twelve (12)-month period immediately preceding the Closing Date (the "Historical Service Level"). Service Provider shall not be required to perfo

Section 2.3 — Excluded Services (a) This Agreement does not obligate Service Provider to provide any services not expressly described in the Service Schedules or otherwise agreed to in writing by the Parties as Additional Services pursuant to Section 2.4. Any services that are Excluded Services shall not be deemed Transition Services for purposes of this Agreement. (b) Without limiting the generality of the foregoing

Section 2.4 — Additional Services (a) From time to time during the term of this Agreement, Service Recipient may request that Service Provider provide additional transition services that are not expressly described in the Service Schedules (each, an "Additional Service"). Any such request shall be submitted in writing to Service Provider's Transition Services Manager and shall include a reasonably detailed descriptio

Section 2.5 — Third-Party Services (a) To the extent that any Transition Service is provided, in whole or in part, by a third-party contractor, vendor, or service provider on behalf of Service Provider, Service Provider shall remain fully responsible for the performance of such Transition Service in accordance with the terms and conditions of this Agreement, including the applicable Service Levels. Service Provider's

Section 2.6 — Access and Cooperation (a) Service Recipient shall provide Service Provider with reasonable access to the following facilities, to the extent reasonably necessary for Service Provider to perform the Transition Services: (i) the manufacturing facility located at 2800 Industrial Parkway, Marysville, OH 43040 (the "Marysville Facility"); and (ii) the distribution center located at 500 Commerce Boulevard, W

ARTICLE III — SERVICE TERM AND TERMINATION

Section 3.1 — Service Period (a) Each Transition Service shall commence on the Service Commencement Date (i.e., the Closing Date) and shall continue for the duration specified in the applicable Service Schedule, unless earlier terminated in accordance with this Article III. The maximum term for any individual Transition Service shall not exceed twelve (12) months following the Closing Date (the "Maximum Service Perio

Section 3.2 — Early Termination by Service Recipient (a) Service Recipient may terminate any individual Transition Service (or any discrete component thereof), in whole or in part, at any time upon not less than thirty (30) days' prior written notice to Service Provider, specifying the Transition Service (or component thereof) to be terminated and the effective date of termination. (b) Upon the effective date of such

Section 3.3 — Termination for Cause (a) Either Party may terminate this Agreement in its entirety, or may terminate any individual Transition Service, upon written notice to the other Party if: (i) the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice from the non-breaching Party specifying in reasonable detail the natu

Section 3.4 — Termination of Agreement This Agreement shall terminate in its entirety upon the earliest to occur of: (a) the expiration or termination of all Service Periods for all Transition Services (including any Additional Services); (b) the date that is twelve (12) months following the Closing Date (i.e., the expiration of the Maximum Service Period); (c) the mutual written agreement of the Parties to terminate

Section 3.5 — Migration and Transition Plan (a) Service Provider shall cooperate in good faith with Service Recipient to develop a Migration Plan for each Transition Service (or category of Transition Services), which Migration Plan shall be mutually agreed upon by the Parties within sixty (60) days following the Closing Date. Each Migration Plan shall set forth the activities, milestones, and timeline for the orderl

Section 3.6 — Effect of Termination (a) Termination or expiration of this Agreement (or any individual Transition Service) shall not affect the rights, obligations, or liabilities of the Parties that have accrued prior to such termination or expiration, including, without limitation, the obligation of Service Recipient to pay any Monthly Service Fees or wind-down costs that are due and owing as of the date of such te

ARTICLE IV — SERVICE LEVELS AND PERFORMANCE STANDARDS

Section 4.1 — Service Levels (a) Service Provider shall perform each Transition Service in accordance with the Service Levels specified in the applicable Service Schedule. The Service Levels are intended to establish minimum performance standards for the Transition Services and are not intended to guarantee any particular outcome or result. (b) Where no specific Service Level is identified in the applicable Service S

Section 4.2 — Service Level Failures (a) If Service Provider fails to meet a Service Level for any Transition Service for a period of five (5) or more consecutive business days, Service Recipient shall provide written notice to Service Provider specifying the nature of the Service Level failure, the affected Transition Service, and the dates on which the failure occurred or commenced (a "Service Level Failure Notice"

Section 4.3 — Reporting (a) Service Provider shall deliver to Service Recipient monthly reports summarizing the Transition Services performed during the preceding calendar month (each, a "Monthly Service Report"). Each Monthly Service Report shall include, at a minimum: (i) a description of the Transition Services performed during the applicable month, organized by Service Schedule; (ii) a summary of Service Level co

Section 4.4 — Dispute Resolution for Service Level Issues (a) In the event of a dispute regarding Service Level compliance, the characterization of a Service Level failure, the appropriateness of a proposed fee reduction, or any other performance-related matter arising under this Article IV, the Transition Services Managers shall meet and confer in good faith, either in person or by videoconference, within ten (10) b

Section 5.1 — Service Fees (a) In consideration of the provision of the Transition Services, Service Recipient shall pay to Service Provider the Monthly Service Fees for each Transition Service as calculated in accordance with this Section 5.1 and the applicable Service Schedule. (b) Monthly Service Fees shall be calculated on a cost-plus basis, as follows: Service Provider's actual direct costs of providing each Tra

Section 5.2 — Invoicing and Payment (a) Service Provider shall submit monthly invoices to Service Recipient within fifteen (15) days following the end of each calendar month during which Transition Services were performed. Each invoice shall be prepared substantially in the form set forth in Exhibit A and shall include reasonable detail of the following: (i) the Transition Services performed during the applicable cal

Section 5.3 — Wind-Down Costs (a) Upon the early termination of any Transition Service pursuant to Section 3.2, Service Recipient shall reimburse Service Provider for all reasonable, documented, non-cancellable costs incurred by Service Provider in connection with the terminated Transition Service (the "Wind-Down Costs"); provided, that such costs (i) are directly attributable to the provision of the terminated Trans

Section 5.4 — Taxes (a) All Monthly Service Fees and other amounts payable under this Agreement are exclusive of any and all applicable sales taxes, use taxes, value-added taxes, goods and services taxes, and similar transaction-based taxes or assessments (collectively, "Transaction Taxes"). Service Recipient shall be solely responsible for the payment of all Transaction Taxes imposed on or with respect to the Transi

Section 5.5 — Disputed Amounts (a) If Service Recipient in good faith disputes any portion of an invoice submitted by Service Provider under this Article V, Service Recipient shall (i) pay the undisputed portion of such invoice in accordance with Section 5.2(b), and (ii) deliver written notice to Service Provider, within the thirty (30)-day payment period, specifying in reasonable detail the disputed amount, the natu

ARTICLE VI — INTELLECTUAL PROPERTY AND DATA

Section 6.1 — Intellectual Property Ownership (a) Nothing in this Agreement shall be construed to transfer, convey, or assign any intellectual property rights from one Party to the other, except as expressly provided in the Purchase Agreement and that certain intellectual Property Assignment Agreement by and between the Parties, dated as of the Closing Date (the "IP Assignment Agreement"), which conveys from Service

Section 6.2 — License to Use IP During Service Period (a) Service Recipient hereby grants to Service Provider a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the CleanLeaf and PureHaven trademarks, trade dress, and related intellectual property solely to the extent necessary for Service Provider to perform the Transition Services during the applicable Service Period. (b) Ser

Section 6.3 — Data Ownership and Access (a) All data, records, customer information, supplier information, financial records, product specifications, formulation data, and other business records related to the CleanLeaf and PureHaven product lines (collectively, "Product Line Data"), including, without limitation, data related to the approximately one hundred forty-two (142) active SKUs and the twenty-three (23) Assi

Section 6.4 — Data Security (a) Service Provider shall maintain commercially reasonable administrative, technical, and physical safeguards to protect the confidentiality, integrity, and availability of Product Line Data and any other data processed, stored, or transmitted by Service Provider in connection with the Transition Services. Such safeguards shall be no less protective than the safeguards maintained by Servi

Section 7.1 — Confidential Information (a) Each Party acknowledges that, in connection with the performance of this Agreement, it may have access to, receive, or otherwise be exposed to confidential, proprietary, or trade secret information of the other Party. As used in this Agreement, "Confidential Information" means all non-public information, in any form or medium, disclosed by or on behalf of one Party (the "Dis

Section 7.2 — Non-Disclosure Obligations (a) Each Party, as Receiving Party, shall (i) hold the Disclosing Party's Confidential Information in strict confidence, (ii) not disclose the Disclosing Party's Confidential Information to any third party without the prior written consent of the Disclosing Party, and (iii) not use the Disclosing Party's Confidential Information for any purpose other than the performance of it

Section 7.3 — Return of Confidential Information Upon the termination or expiration of this Agreement, each Party shall, at the Disclosing Party's election, promptly return or destroy all Confidential Information of the Disclosing Party in its possession or control, together with all copies, summaries, abstracts, and reproductions thereof, and shall certify in writing to the Disclosing Party that such return or destr

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES

Section 8.1 — Mutual Representations Each Party hereby represents and warrants to the other Party as follows: (a) Organization and Good Standing. Such Party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization. Service Provider is an Ohio corporation in good standing under the laws of the State of Ohio. Service Recipient is a Delaware limited liability company i

Section 8.2 — Service Provider Representations Service Provider hereby additionally represents and warrants to Service Recipient as follows: (a) Qualified Personnel. The Transition Services shall be performed by qualified Service Provider Personnel who possess the appropriate skills, experience, and qualifications necessary for the competent performance of the applicable Transition Services. (b) Right to Provide. Ser

Section 8.3 — Disclaimer EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE VIII, SERVICE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE TRANSITION SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. THE TRANSITION SERVICES ARE PROVIDED ON AN "AS

ARTICLE IX — INDEMNIFICATION AND LIABILITY

Section 9.1 — Indemnification by Service Provider Service Provider shall indemnify, defend, and hold harmless Service Recipient and its affiliates, members (including Lakepoint Capital Partners, LP), managers, officers, directors, employees, agents, successors, and assigns (each, a "Service Recipient Indemnified Party" and collectively, the "Service Recipient Indemnified Parties") from and against any and all losses,

Section 9.2 — Indemnification by Service Recipient Service Recipient shall indemnify, defend, and hold harmless Service Provider and its officers, directors, shareholders (including Malcolm Greer), employees, agents, successors, and assigns (each, a "Service Provider Indemnified Party" and collectively, the "Service Provider Indemnified Parties," and together with the Service Recipient Indemnified Parties, the "Indem

Section 9.3 — Limitation of Liability (a) EXCEPT AS OTHERWISE PROVIDED IN SECTION 9.3(c), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSITION SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEOR

Section 9.4 — Relationship to Purchase Agreement Indemnification (a) The Parties acknowledge and agree that the indemnification provisions of this Agreement are separate from and independent of, and in addition to, the indemnification provisions set forth in the Purchase Agreement. The Purchase Agreement provides for, among other things, (i) a general indemnification cap of Thirty-Three Million Two Hundred Fifty Thou