Territory Partnership
Agreement.

This Agreement governs the relationship between Naturally Straws and its Territory Partners. It is designed to give Territory Partners a clear, fair, and commercially viable framework for building a natural straw distribution business within their territory. The Company's goal is to have a Territory Partner in every viable market in the world — because the natural straw market was taken from farmers by factory bosses, and we are taking it back, one territory at a time.

This Territory Partnership Agreement ("Agreement") is entered into between Naturally Straws, a division of Shaffer Farms General Partnership, registered in British Columbia, Canada ("Company"), and the individual or entity named in the Territory Application Form ("Territory Partner").

The Company grants the Territory Partner the non-exclusive right to sell and distribute Naturally Straws products within the geographic territory specified in the Territory Application Form ("Territory"). The Territory is defined by the boundaries set out in the Territory Schedule attached to this Agreement. Non-exclusive means the Company retains the right to sell directly to accounts within the Territory and to appoint additional partners in adjacent or overlapping territories at its discretion.

The Territory Partner shall pay the Territory Fee specified in the Territory Application Form upon execution of this Agreement. The Territory Fee is non-refundable and is paid in consideration of the rights granted herein, the prospect list provided, and access to the Naturally Straws Distributor Portal. Territory Fees vary by territory based on market size and commercial potential, as published on the Naturally Straws website.

The Territory Partner shall purchase products from the Company at the wholesale prices published in the Distributor Portal. Prices are subject to change with 30 days' written notice. Minimum order quantities apply as specified in the Portal. The Territory Partner may set their own retail and wholesale prices to end customers. The Company provides a recommended retail price guide but does not enforce resale price maintenance.

The Territory Partner agrees to: (a) actively market and sell Naturally Straws products within the Territory; (b) maintain a minimum purchase volume of [as specified in Territory Schedule] per quarter; (c) represent the products accurately and in accordance with Company marketing guidelines; (d) not sell competing natural grass straw products during the term of this Agreement; (e) maintain the confidentiality of pricing, prospect lists, and proprietary information; (f) comply with all applicable laws and regulations in the Territory.

Chain store accounts, national hotel groups, airline catering contracts, and government procurement accounts ("Corporate Accounts") are managed directly by the Company. Where a Corporate Account is located within the Territory Partner's territory, the Territory Partner shall receive a commission of 8% on net sales to that account for the duration of the Agreement. The Territory Partner may introduce Corporate Account leads to the Company and will receive the same commission rate on any resulting sales.

The Territory Partner may transfer or sell their territory to a third party with the prior written consent of the Company, which shall not be unreasonably withheld. The Company shall have a right of first refusal to repurchase the territory at the original Territory Fee price. Transfer fees and procedures are published in the Distributor Portal.

The Territory Partner acknowledges that Naturally Straws products carry the GCFSS Straw Passport certification. The Territory Partner shall not make any claims about the products that are inconsistent with the Straw Passport documentation. The Territory Partner may use the GCFSS Straw Passport as a sales tool and may provide copies to prospective buyers. The Territory Partner shall not represent themselves as a GCFSS certifying body or issue Straw Passports independently.

This Agreement commences on the date of execution and continues for an initial term of two years, renewing automatically for successive one-year terms unless terminated by either party with 90 days' written notice. The Company may terminate immediately upon: (a) material breach by the Territory Partner; (b) insolvency or bankruptcy of the Territory Partner; (c) failure to meet minimum purchase volumes for two consecutive quarters after written notice.

The Company grants the Territory Partner a limited, non-exclusive licence to use the Naturally Straws name, logo, and GCFSS Straw Passport marks for the purpose of marketing and selling the products within the Territory. This licence terminates upon termination of this Agreement. The Territory Partner shall not register any trademark or domain name that incorporates the Naturally Straws name or any confusingly similar mark.

The Company's liability under this Agreement shall not exceed the total Territory Fee paid by the Territory Partner. The Company makes no warranty as to the commercial success of the Territory. The Territory Partner acknowledges that sales results depend on their own efforts and market conditions.

This Agreement shall be governed by the laws of the Province of British Columbia, Canada. Any dispute shall be resolved by binding arbitration in Vancouver, British Columbia, under the rules of the British Columbia International Commercial Arbitration Centre.