Harvest Rights Shares Purchase Agreement Terms & Conditions
AGREEMENT FOR Harvest Rights License BETWEEN
Vida Verde Holdings Panama, Ltd (“VVHP”))
AND You (“NFT OWNER”)
THIS AGREEMENT is made date of purchase between NFT Owner and VVHP having an office at PH South Beach, Calle 39, Unit 12B, Panama City, Panama. For VVHP Harvest Right NFT number(s) 1- 10,000.
RECITALS:
WHEREAS, NFT OWNER wishes to acquire the ownership of a Harvest Right license Non-Fungible Token entitling the NFT OWNER to the net, after costs as determined by VVHP, production value of 1/10,000th per NFT of the Cosiguina Teak and Avocado Agroforestry Farm located in northern Nicaragua (“The Harvest Token”) from the current date until the end of the year 2046.
WHEREAS, VVHP desires to grant a term license, which is to be owned via a unique NFT number for The Harvest Token as described in this Agreement or otherwise incorporated by reference,
NOW, THEREFORE, NFT OWNER and VVHP hereby agree as follows:
ARTICLE 1. Harvest Rights License Agreement
VVHP has developed a teak and avocado farm for the purpose of harvesting avocado fruit and teak wood in the Cosiguina Volcano area of northern Nicaragua and agrees to license The Harvest Token in accordance with the terms of this Agreement.
Subject to the terms and conditions of this Agreement, VVHP grants NFT OWNER a license to The Harvest Token during the applicable License Term from the this agreement date until 2046 in accordance with this agreement.
ARTICLE 2. VVHP’S REPRESENTATIONS
VVHP represents that the agroforestry farm is functional and expected to produce a reasonable harvest as can be expected given natural conditions. No warranties are expressed or implied as to the production of the farm or the funds to be generated by it, the accuracy or availability of the NFT OWNER’s entered data.
ARTICLE 3. COMPENSATION AND PAYMENT
For The Harvest Token, or as may be modified by mutual agreement, NFT OWNER agrees to compensate VVHP an amount equivalent to the price point at time of purchase.
ARTICLE 4. ASSIGNMENT
NFT OWNER may assign any of its rights, interests, or obligations under this Agreement via the Maven online NFT marketplace. Any subcontract or Assignment shall be subject to all terms of this Agreement.
ARTICLE 5. CONFIDENTIALITY
a. For purposes of this Article:
(1) The term “Confidential Information” as used herein means all material and information, whether written or oral, received by VVHP from or through NFT OWNER or any other person connected with The Harvest Token, or developed or otherwise received or obtained by VVHP in connection with The Harvest Token under this Agreement. Confidential Information shall include, but not be limited to, data, conversations, correspondence, records, notes, reports and other documents, in draft or final form.
(2) The term “VVHP” as used herein includes all officers, directors, employees, agents, representatives and sub-consultants of VVHP.
b. VVHP shall hold the Confidential Information regarding The Harvest Token, shall not disclose the Confidential Information or any portion thereof to any third party without the prior written consent of NFT OWNER, and shall not use the Confidential Information or any portion thereof for any purpose whatsoever except in connection with the performance of The Harvest Token under the Agreement.
ARTICLE 6. OWNERSHIP OF DOCUMENTS
Notwithstanding any other provision herein to the contrary:
- Unless otherwise agreed to as an addendum to this agreement, the VVHP retains all Land Title, Deed and/or Property rights to The Agroforestry Farm and the NFT OWNER has the license to benefits and proceeds of The Harvest Token specified in this agreement only.
ARTICLE 7. FORCE MAJEURE
Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that performance of The Harvest Token is prevented or delayed by any cause, existing or future, which is beyond the reasonable control of such party, and which by that party’s exercise of due diligence and foresight could not reasonably have been avoided. Upon removal of such cause, the party affected shall resume its performance as soon as reasonably possible. Neither VVHP’s financial inability to perform nor an event which could have been prevented had VVHP acted in accordance with the Standard of Care shall be deemed to be an event of Force Majeure.
ARTICLE 8. GOVERNING LAW
This Agreement shall be governed by the laws of Panama, without regard to its conflict of laws provisions.
ARTICLE 9. ENTIRE AGREEMENT AND SEVERABILITY
The rights and obligations of the parties, and their respective agents, successors and assignees, hereunder shall be subject to and governed by this Agreement, including the attached Schedules, which supersedes any other understandings or writings between the parties. No changes, amendments or modifications of any of the terms and conditions of this Agreement shall be valid unless reduced to writing and signed by the party to be bound. The invalidity of one provision, or invalid application thereof, of this Agreement shall not affect the validity of any other provision or any other application of any provision of the Agreement.
ARTICLE 10. DISPUTE RESOLUTION
(a) Any controversy or claim arising out of or relating to this Agreement or the breach hereof, shall be subject to good faith negotiation and/or mediation as a condition precedent to binding dispute resolution. NFT OWNER and the VVHP will attempt in good faith to promptly resolve any controversy or claim arising out of or relating to this Agreement or the breach thereof by negotiations between representatives of each party who have authority to settle the controversy. The disputing party shall give the other party written notice of the dispute, which notice shall include a general description of the dispute, and the name and title of the individual who will represent that party. The representatives shall meet at a mutually acceptable time and place within seven (7) calendar days after the date of the disputing party’s notice and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the dispute.
(b) If good faith negotiations are not successful, the parties shall endeavor to resolve their disputes by mediation. A request for mediation shall be made in writing, delivered to the other party to this Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 45 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If binding dispute resolution is stayed pursuant to this Section, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings.
(c) If the dispute has not been settled within 45 calendar days after the date of the disputing party’s notice under Section 21(a) above, and if both parties consent to arbitrate the dispute, the dispute shall be arbitrated in Panama City, Panama in accordance with the Arbitration Act of Panama, as amended from time to time. The arbitration will be a binding arbitration and the judgment upon the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. If the parties do not agree on the selection of one arbitrator, each party shall select one arbitrator and the two arbitrators shall select a third arbitrator. Each party shall pay their own costs, including reasonable attorneys’ fees and costs, of the arbitration and each party shall pay 50 percent of the arbitrator’s or arbitrators’, as the case may be, fees and costs.
(d) If either of the parties does not consent to arbitrate a dispute, any lawsuit or proceeding regarding or relating to an unresolved dispute between the parties, regardless of whether there are other parties to the dispute, shall be commenced and filed in Panama. Both parties hereby waive any argument of forum non convenience with respect to personal jurisdiction over both parties.
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the dates set forth below, to be deemed effective as of the date first written above.
VVHP:
VIDA VERDE HOLDINGS PANAMA, LTD
