Co-Manufacturing Agreement

This website is operated by Collaborative Coffee and Beverage. Throughout this Agreement, "CoLab Coffee," "we," "us," and "our" refer to Collaborative Coffee and Beverage.

This Manufacturing Services Agreement ("Agreement") governs the co-manufacturing relationship between CoLab Coffee and any brand that engages CoLab Coffee to roast, brew, and/or package products under a Purchase Order ("Partner Brand"). This Agreement applies once a Partner Brand submits a Purchase Order to CoLab Coffee or is granted a Partner login to CoLab Coffee's co-manufacturing systems — it does not apply to general visitors browsing this website, who are instead subject to the Site's separate [Terms of Service].

Please read this Agreement carefully before submitting a Purchase Order. By submitting a Purchase Order or accessing Partner systems under a provided login, Partner Brand agrees to be bound by this Agreement. If Partner Brand does not agree to these terms, access to Partner systems can and will be revoked.

Any new features or tools added to the co-manufacturing site are subject to this Agreement. The current version is available at any time on this page. We reserve the right to update this Agreement by posting changes here, and will notify Partner Brand in a timely manner of any changes. Continued use of Partner systems following a posted change constitutes acceptance of that change.

SECTION 1 – GENERAL TERMS

Partner Brand is a company in the business of procuring, roasting, and/or selling coffee beans, cold brew coffee, and related products.

Partner Brand desires CoLab Coffee to roast, brew, and/or package certain products identified on the Purchase Order (the "Products") to the specifications provided by Partner Brand and under the terms described below, for sale by Partner Brand under the trademarks and trade names owned by Partner Brand and identified on Exhibit B (the "Marks").

CoLab Coffee desires to roast, brew, and/or package the Products for Partner Brand under the terms and conditions described below.

NOW, THEREFORE, the parties, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, agree as follows:

SECTION 2 – MANUFACTURE OF PRODUCTS

CoLab Coffee shall manufacture, label, package, and store, at the location Partner Brand specifies, the Products set forth in the Purchase Orders in accordance with good manufacturing practices prevailing in the industry and in strict compliance with this Agreement and the specifications, manufacturing process, and quality control standards set forth in Exhibit C, as amended from time to time (the "Specifications").

Partner Brand shall provide CoLab Coffee with all materials necessary for production, except brewing equipment. Other materials may be supplied by CoLab Coffee and shall be agreed upon prior to initial production.

Partner Brand shall provide CoLab Coffee with a forecast and access to Partner Brand's inventory information. CoLab Coffee will schedule production; Partner Brand will order materials (e.g., packaging) accordingly. Upon receipt of CoLab Coffee's production schedule, Partner Brand will issue a Purchase Order to CoLab Coffee. CoLab Coffee will produce the Products in the sizes and packaging specified, and shall label the Products with the Marks, using the labels specified by Partner Brand as provided in Section 5.

CoLab Coffee shall manufacture Products within the scope specified by Partner Brand at the specifications listed on the Purchase Order, submitted within the scope and guidelines laid out on the pricing and production summary sheet provided to Partner Brand at initial negotiation and upon request. Product will be brewed to the TDS specified; if none is specified, product will be produced at the standard TDS of 1.5 ± 0.3. Product will be brewed to the size specifications noted on the Purchase Order. If provided raw material (roasted coffee) does not match the quantity specified on the Purchase Order and/or otherwise agreed with CoLab Coffee, a $300 fee will be added to account for lost brew space.

Partner Brand acknowledges that CoLab Coffee has and will continue to produce similar recipes and/or formulae for other customers. CoLab Coffee acknowledges that any use of a Partner Brand's explicit product, recipe, and/or formula outside what is specified in this Agreement is forbidden.

SECTION 3 – ORDERS AND CANCELLATIONS

All Products will be ordered in the minimum quantities specified for each Product on the Pricing Sheet and Purchase Order form, submitted by Partner Brand in writing on the Purchase Order form provided by CoLab Coffee.

Cancellations without charge may be made in writing by Partner Brand not less than 21 days prior to the date on which CoLab Coffee is scheduled to manufacture the Products.

SECTION 4 – COMPENSATION

The price per can for each Product is set forth on the Pricing Sheet, provided via this website and upon request. Shipping costs to designated destinations are not included in the listed price but may be arranged on terms agreed with Partner Brand. All Products shall be shipped and invoiced to Partner Brand as specified in the applicable Purchase Order.

Payment for orders is net 15 days from the invoice date, unless otherwise agreed in writing. Invoices shall specify the Products purchased, quantities, and lot numbers.

SECTION 5 – LABELING

Partner Brand grants CoLab Coffee a limited, non-exclusive, non-transferable license to the Marks for the purpose of allowing CoLab Coffee to perform its obligations under this Agreement.

Partner Brand is responsible for ensuring compliance with the labeling requirements of the Federal Food, Drug, and Cosmetic Act and other applicable federal and state food labeling laws and regulations.

Partner Brand is responsible for ordering adequate supplies of labels and other packaging materials based on forecasts it provides to CoLab Coffee. Prior to placing any order for labels or packaging materials, Partner Brand shall deliver to CoLab Coffee a recommendation as to quantity, based on Partner Brand's forecasts, for Partner Brand's approval or modification. CoLab Coffee shall not place any order for labels or packaging material, with the exception of brite/blank cans to be labeled by the canning partner. Partner Brand is responsible for any unused labels or packaging materials resulting from marketing/formulation changes, product underperformance, or item discontinuation.

Partner Brand shall apply for and obtain, at its own cost, UPC codes for labeling the Products with the Marks, and shall include the UPC on the labels provided for application by the canning partner.

SECTION 6 – DISCLAIMER OF WARRANTIES

CoLab Coffee represents to Partner Brand that:

• CoLab Coffee has full legal right, power, and authority to enter into this Agreement.
• This Agreement is CoLab Coffee's legal, valid, and binding obligation, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, or similar laws of general application or general principles of equity. All manufacturing and packaging of the Products shall be conducted in a clean and sanitary environment.
• CoLab Coffee shall submit to Partner Brand such quality control records and reports as are reasonably requested, and shall send production samples to Partner Brand upon request, at Partner Brand's cost.

Partner Brand represents to CoLab Coffee that:

• Partner Brand has full legal right, power, and authority to enter into this Agreement.
• Partner Brand is the exclusive owner of the Marks, has the right to grant the non-exclusive license described above, and has not granted or agreed to grant any assignment, license, right, or privilege conflicting with this Agreement.
• This Agreement is Partner Brand's legal, valid, and binding obligation, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, or similar laws of general application or general principles of equity.
• Partner Brand's acceptance of this Agreement and performance of its obligations will not breach any agreement to which it is a party, give any person the right to accelerate any of its obligations, violate any law, judgment, or order to which it is subject, or require the consent, authorization, or approval of any person, including any governmental body.

SECTION 7 – LIMITATION OF LIABILITY

With respect to claims related to the packaging of the Products, Partner Brand's damages are limited to an amount equal to Partner Brand's replacement cost or $30 per case, whichever is less. Partner Brand specifically disclaims all incidental, consequential, indirect, special, or punitive damages, including claims for lost profits.

Neither party shall be liable to the other for indirect, special, incidental, consequential, and/or punitive damages or lost profits with respect to this Agreement. CoLab Coffee's liability to Partner Brand for claims related to manufacturing the Products is limited to an amount equal to Partner Brand's replacement cost or $30 per case, whichever is less.

SECTION 8 – SEVERABILITY AND TERMINATION

If any provision of this Agreement is determined to be unlawful, void, or unenforceable, that provision shall nonetheless be enforced to the fullest extent permitted by law, the unenforceable portion shall be severed, and the remaining provisions shall remain valid and enforceable.

CoLab Coffee may terminate this Agreement immediately if:

1. Partner Brand fails to make any payment due under this Agreement and such nonpayment continues ten (10) days after written notice that payment is more than thirty (30) days late.
2. Partner Brand fails to perform any other obligation within fifteen (15) days of written notice specifying the failure — or, if the failure cannot be cured within that period, Partner Brand is not in default so long as it commences cure within the 15-day period.
3. Partner Brand becomes insolvent, a receiver is appointed over all or substantially all of its property, it makes a general assignment for the benefit of creditors, files a voluntary bankruptcy petition, or is subject to an involuntary bankruptcy petition not dismissed within one hundred twenty (120) days.

Following termination:

• Partner Brand shall take delivery of, and pay for, all finished Products previously identified under this Agreement, and may sell any remaining stock in its possession.
• Partner Brand shall reimburse CoLab Coffee for its actual cost of any unused raw materials or ingredients ordered specifically for Products manufactured solely for Partner Brand, to the extent not otherwise used by CoLab Coffee in its own operations.

SECTION 9 – MISCELLANEOUS

Relationship of Parties. CoLab Coffee and Partner Brand are independent contractors. Neither this Agreement nor its performance constitutes either party an agent, representative, joint venturer, or partner of the other. Except as provided herein, neither party may bind, represent as its agent, or be held responsible for the acts or omissions of the other.

Impossibility. Neither party is responsible for failure to perform due to unforeseen circumstances beyond its reasonable control, including acts of God, war, riot, embargoes, acts of civil or military authorities, fires, floods, accidents, strikes, pandemics, government-ordered shutdowns, or shortages of transportation, facilities, fuel, energy, labor, or materials. Performance may be deferred for a period equal to the delay.

Waiver. A temporary, limited, or specific waiver of any term, provision, condition, or breach shall not be considered a waiver of any other term, provision, condition, or subsequent breach of the same.

Entire Agreement. This Agreement embodies the entire understanding of the parties and supersedes all prior communications, representations, or understandings, oral or written, relating to its subject matter.

Assignability. This Agreement binds and benefits the parties and their legal representatives, successors, and assigns. Neither party may assign this Agreement without the other's prior written consent.

Choice of Law. This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law principles. The parties consent to jurisdiction and venue in the state and federal courts located in or servicing Montgomery County, Pennsylvania.

Notice. All notices, bills, and payments shall be in writing, delivered electronically, in person, by overnight courier requiring signature, or by certified/registered mail, return receipt requested, addressed as follows:

CoLab Coffee c/o Matt Adams

408 W. Main Street

Lansdale, PA 19446

Construction. Section headings are for convenience only and do not affect interpretation. "Including" is used in a non-exclusive sense and, unless otherwise stated, is illustrative, not limiting.

Signatures. This Agreement may be signed in counterparts. A fax or email signature page is considered an original. At either party's request, the other will confirm a fax/email signature by delivering an original signature page.