DETROIT DISPENSING SOLUTIONS, LLC
STANDARD TERMS AND CONDITIONS
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The following terms and conditions will apply to all sales of products manufactured or
distributed, by Detroit Dispensing Solutions, LLC., a Michigan corporation (“Detroit
Dispensing Solutions” or “DDS”) to a buyer and/or any and all agents of a buyer
(collectively, “Buyer”) in whatever manner or form Buyer is identified in a purchaser
order, invoice, agreement, contract or other document evidencing a sale or transfer of
products or services by DDS (each a “PO”).
1. Acceptance of Order. Any PO submitted by Buyer to DDS, whether or not DDS’s
standard form of agreement is used, will be deemed to be an irrevocable offer by Buyer
to purchase the products described in such PO (the “Products”), and Buyer's offer will
not be accepted by DDS unless and until an acceptance in writing is sent to Buyer by an
authorized representative of DDS. Any acceptance by DDS of a PO, and all terms and
prices contained in such PO, will be subject to these standard terms and conditions,
together with any final written proposal provided by DDS, which will be deemed
incorporated by reference into these terms. Any other additions to or modifications of
these standard terms and conditions will not be effective unless expressly accepted by
DDS and Buyer in writing.
2. Payment Terms. All sales require a fifty (50%) initial payment. The remaining
payment by Buyer will be made, without offset or deduction, prior to shipping, unless a
longer term for payment has been agreed upon by DDS in writing. At the sole option
of DDS, interest will accrue and be payable upon DDS’s demand on amounts not paid
by Buyer when due at the lower of: (1) one and one-half percent (1.50%) per month, or
(2) the highest rate of interest then permitted by applicable law. To secure payment of
all amounts due DDS, Buyer hereby grants DDS a security interest in and to all
Products, supplies, parts, accessories, tools, equipment, and materials which may be
sold and/or furnished by DDS to Buyer, and in all proceeds and products of the
foregoing.
3. Returns. All sales are final. No goods may be returned unless expressly stated in
a PO and DDS provides Buyer a Return Material Authorization (“RMA”) number prior
to return. The RMA number issued must appear on all packages returned to DDS and
referred to in all related correspondence. Any goods otherwise properly returned but
with freight due or without payment of a restocking charge of 25% of the invoice will
be refused.
4. Shipping and Risk of Loss. All Products are sold EXW DDS’s place of shipment
at the location’s loading dock.
5. Intellectual Property. Any and all intellectual property associated with the goods
sold under the PO is the result of the cumulative work of DDS and represents years of
research and development. Except for the right to use the goods in accordance with the
purposes for which they were intended, no other right, license or grant is made or
implied to Buyer unless otherwise expressly agreed in writing by the parties. DDS and
Buyer acknowledge that, except for purchase of the Products, Buyer shall not: (i)
circumvent, analyze, or reverse engineer any Products, or (ii) research or modify the
Products or subject Products to propagation or breeding trials. Buyer shall not apply
to register or register (or aid any third party in registering) intellectual property rights
(or any confusingly similar marks of DDS) or take any action inconsistent with DDS’s
ownership of intellectual property in any jurisdiction. DDS shall own all intellectual
property rights related to the Products, together with any improvements or modifications
thereto, and Buyer shall, and does hereby assign, all right, title and interest into such
improvements and modifications to such intellectual property rights. Buyer shall assist
DDS or its designee, in every proper way to secure DDS’s rights in such modifications
and improvements, and any intellectual property rights relating thereto, including the
disclosure to DDS of all pertinent information and data with respect thereto, the
execution of all applications, specifications, oaths, assignments and all other
instruments that DDS deems necessary in order to apply for and obtain such rights.
6. Confidential Information. All information furnished by DDS to Buyer during the
term of this Agreement (“Confidential Information”) will be kept confidential by Buyer,
and Buyer will not make use of it except for purposes authorized by this Agreement,
nor disclose any Confidential Information to any person or firm unless previously
authorized by DDS in writing to do so; provided, however, that Buyer may disclose it
as necessary to responsible officers, employees and independent contractors for the
purposes contemplated by this Agreement, provided that such officers, employees and
independent contractors have assumed obligations of confidentiality no less stringent
than those contained in this Agreement. The foregoing limitations on the use and
disclosure of Confidential Information shall not apply to information that: (a) at the time
of disclosure or thereafter lawfully becomes a part of the public domain; (b) was
otherwise in Buyer’s lawful possession prior to disclosure as shown by its written
records; or (c) is expressly released from confidential status by DDS in writing.
7. Products. DDS agrees to sell to Buyer and Buyer agrees to purchase from DDS,
the Products in such amounts as reflected in accepted PO’s. Buyer agrees it will: (i)
comply with the guidelines, operating manual, and instructions of DDS and quality
control and quality assurance programs regarding the Products; and (ii) not alter, modify
or change the Products (or any part thereof). DDS agrees it will (i) ensure that all
Products are of high standard and workmanship and of such nature, style, appearance
and quality as shall be adequate and suited to the protection of the intellectual property
and the goodwill associated therewith; and (ii) provide Buyer with any information,
training, and support about the Products as may reasonably be requested by Buyer to
carry out its responsibilities under this Agreement.
8. Buyer Compliance. Buyer shall comply with DDS’s guidelines and instructions,
quality control and quality assurance programs regarding use of the Products. Buyer
agrees to (a) purchase all trays, vials, and/or any other accessory products used in the
Products from DDS or DDS’s authorized resellers exclusively, (b) not disconnect, reset,
or otherwise alter any cycle counting devices placed on the Products, (c) never use any
trays, vials, and/or any other accessory products in the Products unless they are
approved for such use in writing by DDS, and (d) obtain all training required by DDS
in association with the Products. If Buyer does not comply with this Section 8, any
warranty on Products will be void. Buyer acknowledges that if purchased inventories
do not correspond with cycle counting devices placed on the Products and an
explanation that is viewed as reasonable by DDS in its sole discretion is not provided
by Buyer, then violation of Section 8(a) or (b) can be inferred by DDS without the
requirement of further evidence. DDS may then immediately terminate this contract for
material breach and DDS will be entitled to all rights and remedies associated with the
same.
9. Delays. If DDS is delayed in providing any Products to Buyer, if requested by
Buyer, DDS will, within five (5) days of such request, provide adequate assurance that
any order delivery will not be delayed or that the delay will not exceed such period of
time as Buyer deems appropriate. If any delay lasts more than the time specified by
Buyer, or DDS does not provide adequate assurance that the order delivery will be
timely or that any delay will cease within such time period, Buyer, as its sole remedy,
may immediately cancel the order (but not the entire PO) without liability.
10. Delivery/Shipments/Insurance. Packaging requirements will be determined by
DDS in its sole discretion. All shipments will be directed to the location described in
the PO. If Buyer fails to specify a mode of shipment, DDS will select the mode which
in its estimate provides the lowest reasonable transportation cost. Unless Buyer requests
otherwise, DDS may choose to insure any shipments with the carrier and pass the costs
of such insurance along to Buyer, however, DDS is under no obligation to insure any
shipments.
11. Specifications. Buyer agrees to provide DDS with any and all required
specifications relating to goods described in a PO. DDS’s obligations hereunder will
not commence until Buyer has provided DDS with any such required information. If
Buyer fails to provide such specifications, then DDS may terminate any affected PO by
providing written notice to Buyer.
12. Restrictions. Buyer will not cause or permit the modification, distribution, reverse
engineering, decompilation, disassembly or other translation of any goods or integrated
software sold to it pursuant to any PO. Buyer will not alter, change, or remove from
such goods any identification or markings, including, patent or copyright notices and
trademarks. Buyer will not move the Products out of the United States of America.
Buyer will not sell or lease the Products to any third party without the prior written
consent of DDS, which will not be unreasonably withheld if the third party agrees in
writing to all the terms of this Agreement as if they were Buyer.
13. Inspection and Acceptance. Unless DDS agrees in writing to the contrary, Buyer
will inspect each of the Products delivered pursuant to a PO within three (3) days of
delivery. In the event Buyer fails to notify DDS of any defect, deficiency, omission, or
nonconforming delivery with respect to Products delivered to Buyer within such three
(3) day period following delivery, Buyer will be deemed to have unconditionally
accepted delivery of each such product. If any Product delivered or required to be
delivered by DDS to Buyer will be defective, omitted, or otherwise nonconforming,
Buyer must deliver a written notice to DDS within the three (3) day period following
the nonconforming delivery by DDS, specifying in said notice the particular defect,
deficiency, omission, or nonconformity upon which Buyer is relying to justify rejection
of delivery. Buyer hereby agrees that such three (3) day period is a reasonable period
of time after delivery within which to reject such Products. Within ten (10) business
days following DDS’s receipt of Buyer's written notice of rejection with respect to any
Products sold, DDS may notify Buyer in writing of DDS’s intention to cure any such
defective or nonconforming goods, and DDS will have a reasonable period of time
within which to make a conforming delivery or to otherwise correct or remedy the
specific condition upon which Buyer is then relying in rejecting the Products. Any
rejection properly made by Buyer will apply only to nonconforming goods, and Buyer
is required to complete its purchase of all other Products pursuant to any and all POs,
strictly in accordance with the terms and conditions thereof.
14. Safety Disclaimer. By accepting delivery and utilizing the goods and services
provided pursuant to any PO, Buyer acknowledges and accepts all the safety
information provided by DDS and accepts DDS’s disclaimer of any and all liability for
personal injuries associated with the use of such goods and services. Buyer agrees not
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to hold DDS liable for any injuries that occur in the installation, operation, maintenance,
use or possession of the goods provided pursuant to a PO. Buyer acknowledges that the
goods sold pursuant to a PO may include prototypes and may not have undergone
product safety testing. Buyer will instruct all of its employees and other operators of
such goods to exercise extreme caution when operating such goods and will undertake
no efforts at repair or modification of such goods without the prior consent and direction
of DDS.
15. Indemnification.
(a) DDS will indemnify, protect, defend and hold harmless Buyer, it’s officers,
employees, stockholders, successors and assigns with respect to any claim, suit, action
or judgment of any kind that any Products or services provided to Buyer under a PO
infringe any United States patent issued or any copyright or trade secret arising under
the laws of any jurisdiction (an “IP Action”); provided that DDS will be relieved of the
foregoing obligations unless Buyer: (a) gives DDS prompt written notice of each such
claim; (b) tenders to DDS sole control of the defense or settlement of each such IP
Action; and (c) cooperates with DDS in defending or settling each such IP Action. If
DDS receives notice of an allegation that any Products or services infringe or
misappropriate a third party’s intellectual property rights, or if Buyer’s use of the same
is prohibited by permanent injunction of a court of competent jurisdiction as a result of
such an infringement or misappropriation, DDS may, at its sole option and expense: (a)
procure for Buyer the right to continue using such Products and services as provided
hereunder; (b) modify such Products and services so that they are no longer infringing;
(c) replace the Products or services with other products or services of equal or superior
functional capability; or (d) refund all amounts paid by Buyer for such Products or
services.
(b) THE RIGHTS GRANTED TO BUYER UNDER SECTION 15(a) WILL BE
BUYER’S SOLE AND EXCLUSIVE REMEDY AND DDS’S SOLE OBLIGATION
FOR ANY ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT,
TRADEMARK, OR OTHER PROPRIETARY RIGHT. DDS WILL HAVE NO
LIABILITY, INCLUDING UNDER SECTION 15(a), TO THE EXTENT ANY
CLAIM OF INFRINGEMENT OR MISAPPROPRIATION IS BASED UPON OR
ARISES OUT OF: (A) ANY PRODUCT OR SERVICE MODIFIED WITHOUT THE
APPROVAL OF DDS; (B) ANY BUYER OR THIRD-PARTY PRODUCT OR
SERVICE; (C) USE OF PRODUCTS OR SERVICES IN CONNECTION OR IN
COMBINATION WITH EQUIPMENT, DEVICES, PRODUCTS OR SERVICES
NOT PROVIDED BY DDS; (D) PRODUCTS OR SERVICES DEVELOPED OR
MODIFIED IN COMPLIANCE WITH BUYER’S WRITTEN DESIGN
REQUIREMENTS OR SPECIFICATIONS; OR (E) THE USE OF PRODUCTS OR
SERVICES OTHER THAN AS PERMITTED UNDER THIS AGREEMENT OR IN
A MANNER FOR WHICH THEY WERE NOT INTENDED.
(c) Except as provided in Section 15(a), Buyer assumes all liability of any nature
whatsoever arising out of the use or possession of all goods and services provided under
a PO and agrees to indemnify, protect, defend and hold harmless DDS, it’s officers,
employees, stockholders, successors and assigns with respect to any claim, suit, action
or judgment of any kind arising out of the installation, operation, maintenance, use or
possession of the goods or services provided pursuant to any PO and any expenses
related thereto including attorneys’ fees and costs.
16. WARRANTIES; DISCLAIMER. DDS warrants that Products produced by DDS
will, for a period of one (1) year from DDS delivery of such unit, be free from defects
in materials and workmanship and will conform to its written specifications provided
by DDS. This warranty does not cover defects or failure caused by improper handling,
storage, maintenance or repair or by any modification, abuse or abnormal use of such
goods after delivery by DDS. For any Products produced or manufactured by a third
party and distributed by DDS, DDS will, as permitted by the third party, pass through
any applicable warranties directly to Buyer as may be provided in a PO and DDS will
have no further obligations to Buyer with respect to such Products. THE FOREGOING
LIMITED WARRANTIES WITH RESPECT TO PRODUCTS ARE EXCLUSIVE
AND IN LIEU OF ANY AND ALL OTHER WARRANTIES OF QUALITY OR
PERFORMANCE, EXPRESS, IMPLIED OR STATUTORY, INCLUDING,
WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS OF SAID EQUIPMENT AND PRODUCTS
FOR ANY PARTICULAR PURPOSE. DDS HEREBY DISCLAIMS ANY
WARRANTY, WHETHER EXPRESS OR IMPLIED, REGARDING THE
SUITABILITY OF ANY PRODUCTS SUPPLIED BY DDS WITH RESPECT TO
INSTALLATION IN ANY PARTICULAR SYSTEM OR WITH RESPECT TO ANY
OTHER CLAIM. DDS MAKES NO OTHER WARRANTY OF ANY KIND WITH
RESPECT TO ANY SERVICES PERFORMED BY DDS OR ITS AGENTS. DDS
does not authorize any person or entity (including, without limitation, DDS agents and
employees) to make any representations (verbal or written) contrary to the terms of this
limited warranty or its exclusions. Such terms of this limited warranty and its exclusions
can only be effectively modified in writing and only by the President of DDS.
17. WARRANTY CLAIMS. If Buyer believes that any goods warranted by DDS are
defective, then Buyer must obtain a return material authorization (“RMA”) number
from DDS prior to shipment of such defective goods back to DDS. The RMA number
must appear on all packages returned to DDS and be referred to in all related
correspondence. Return shipment of the damaged goods will be at Buyer’s expense,
and such goods will not be returned, repaired or discarded without DDS’s written
consent. Returned goods will be subject to inspection and final determination as to
whether or not any adjustment is due. If the inspection shows that Buyer has not
complied with its obligations in Section 8, then Buyer’s exclusive remedy against DDS,
and DDS’s sole obligation, for any and all claims [whether for breach of warranty,
breach of contract, tort (including negligence and strict liability) or otherwise] will be
limited to, at DDS’s option, repairing or replacing the defective good or refunding the
purchase price of such defective good. Such repair, replacement or refund is the sole
remedy with respect to defective goods. Refunds may be applied against Buyer’s open
balances at DDS’s sole discretion. In no event will DDS have any liability for damages
in an amount exceeding the purchase price of the related defective goods nor will DDS
have any liability for incidental or consequential damages. The foregoing remedies
(repair, replacement, or refund) are Buyer’s sole and exclusive remedies with respect to
all warranty claims on defective goods (including any express warranties and under any
implied warranties not negated by these Terms and Conditions). Warranty claims must
be made within the warranty period or are forever waived. The provisions of this Section
limiting remedies to repair, replacement, or refund and limiting liability and excluding
consequential or incidental damages are independent provisions and any determination
that any such limitation of remedies fails of its essential purpose or any other
determination that any of the aforementioned provisions are unenforceable, will not be
construed to make any other provision of these Terms and Conditions unenforceable.
18. DAMAGES AND LIMITATION OF LIABILITY. IN NO EVENT WILL DDS
BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES ARISING FROM, CONNECTED WITH OR RELATING TO
THE PROVISION OF ANY GOODS OR SERVICES TO BUYER UNDER ANY PO,
WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE AND WHETHER
OR NOT THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR
REVENUE, LOSS OF BUYER GOODWILL, ATTORNEYS’ FEES, DAMAGE TO
BUSINESS OR BUSINESS RELATIONS, LOSS OF USE OF EQUIPMENT, COST
OF CAPITAL, CLAIMS BY CLIENTS OR CUSTOMERS OF EITHER PARTY, OR
DAMAGES FOR ECONOMIC LOSSES OR PROPERTY DAMAGE ARISING
FROM, CONNECTED WITH OR RELATING TO THE OTHER PARTY’S ACTS OR
OMISSIONS, WHETHER UNDER NEGLIGENCE, STRICT LIABILITY,
ENTERPRISE LIABILITY OR OTHER PRODUCT LIABILITY THEORIES. DDS’S
TOTAL LIABILITY WILL NOT EXCEED THE AMOUNT PAID TO DDS
PURSUANT TO A PO. BUYER’S TOTAL LIABILITY WILL NOT EXCEED THE
AMOUNT OWED TO DDS UNDER THIS AGREEMENT. ANY ACTION ARISING
OUT OF OR IN ANY WAY CONNECTED WITH THE PRODUCTS OR SERVICES
FURNISHED BY DDS MUST BE BROUGHT BY EITHER PARTY WITHIN ONE
(1) YEAR FROM THE DATE THE CAUSE OF ACTION ACCRUES, OR THE
APPLICABLE STATUTORY PERIOD, WHICHEVER IS SHORTER.
19. Force Majeure. DDS will not be deemed to be in default or otherwise responsible
for delays or failures in performance resulting from acts of God, acts of war or civil
disturbance, epidemics, governmental action or inaction, governmental shutdown,
executive order, fires, earthquakes, unavailability of labor, materials, power or
communication, or other causes beyond IC’s reasonable control.
20. Choice of Law. All POs accepted by DDS will be deemed entered into within the
State of Michigan and the validity, performance and construction of such PO and these
standard terms and conditions will be governed by the laws of said state, without regard
to principles of conflicts of law. In the event suit is filed by DDS against Buyer, Buyer
consents to subject matter and personal jurisdiction and venue in the state and federal
courts in the State of Michigan. Buyer further agrees that in the event Buyer wishes to
initiate litigation against DDS for any reason, then absent DDS’s written consent to the
contrary, Buyer agrees that any such lawsuit(s) will only be brought against DDS in the
appropriate state or federal court in the state of Michigan.
21. Waiver. Any failure of DDS to enforce any of the provisions, rights or remedies
of any PO or these standard terms and conditions, to exercise any election or option
provided therein or herein, or to require at any time performance of any of the provisions
thereof or hereof, will in no way be construed to be a waiver of such provisions, rights
or remedies, nor in any way construed to affect the validity or enforceability of such PO
or these standard terms and conditions, or any part thereof or hereof, or the right
thereafter to enforce each and every such provisions, right or remedy.
22. Insolvency. DDS may immediately cancel all or part of any PO between DDS and
Buyer, without any liability to DDS, in the event of any of the following: (a) insolvency
of Buyer; (b) Buyer’s filing of a voluntary petition in bankruptcy; (c) the filing of an
involuntary petition to have Buyer declared bankrupt provided it is not vacated within
ninety (90) days from the filing date; (d) the appointment of a receiver or trustee for
Buyer provided such appointment is not vacated within ninety (90) days from the
appointment date; or (e) the execution by Buyer of an assignment for the benefit of
creditors.
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23. Amendment. No amendment or modification of these terms and conditions or any
PO will be of any force and effect unless in writing and signed by Buyer and DDS, and
no amendment or modification will be effected by an acknowledgment or acceptance
by DDS of a purchase order from Buyer containing any different terms and conditions.
In the event such new terms and conditions are inconsistent with these terms and
conditions, these terms and conditions will govern any such inconsistencies.
24. Severability. Whenever possible, each provision of these terms and conditions and
of any PO will be interpreted in such a way as to be effective and valid under applicable
law. If a provision is prohibited by or invalid under applicable law, it will be ineffective
only to the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions.
25. Assignment. These standard terms and conditions, and any related PO, will inure
to the benefit of and be binding upon the parties hereto and their respective successors
and assigns; provided, however, that Buyer will not transfer, sell, assign, pledge or
encumber any of its rights, interests, or obligations hereunder or thereunder without the
prior written consent of DDS.
26. Notices. All notices, requests, consents, claims, demands, waivers, and other
communications (other than routine communications having no legal effect) will be in
writing and will be deemed to have been given (i) when delivered by hand (with written
confirmation of receipt) or proof of service; (ii) when received by the addressee if sent
by a nationally recognized overnight courier; or (iii) on the third day after the date
mailed, by certified or registered mail, return receipt requested, postage prepaid. Such
communications must be sent to the respective parties at the addresses as listed on PO.
27. Relationship of the Parties. The relationship between DDS and Buyer is that of
independent contractors. Nothing stated in these standard terms and conditions will be
construed as creating the relationship of employer and employee, franchisor and
franchisee, principal and agent, partnership or joint venture between the parties. No
party, nor any of its employees or agents, will have any express or implied right or
authority to assume or create any obligations on behalf of any other party.
28. Dispute Resolution. In the event of a dispute relating to these standard terms and
conditions, or any related PO, the parties to such dispute will meet in a good faith effort
to resolve the dispute. If the parties to such dispute are unable to resolve such dispute
within thirty (30) days of the first written notice of such dispute by one party to the
other, such dispute shall be settled by compulsory and binding arbitration in accordance
with the Commercial Arbitration Rules of the American Arbitration Association
(“AAA”), except such dispute shall not be filed with, or in any way administered by,
the AAA. Judgment upon the award rendered by the arbitrator may be entered in any
court having jurisdiction. The parties agree that such arbitration shall be held in
Southfield, Michigan by a single arbitrator mutually selected by the parties. This
agreement to arbitrate shall not preclude the parties from seeking injunctive or other
appropriate judicial relief in furtherance of the standard terms and conditions or related
PO’s pending arbitration. The arbitrator shall endeavor to conduct an arbitration within
thirty (30) days of the date the arbitrator is appointed and shall endeavor to render a
decision resolving the dispute within thirty (30) days of the arbitration, and the parties
agree to abide by the decision of the arbitrator and any such decision (and, if applicable,
the allocation of fees and expenses) shall be binding, non-reviewable and nonappealable,
and may be entered as a final judgment in any court having jurisdiction. The
costs and expenses of the arbitrator shall be borne equally by the parties, provided that
such arbitrator, as part of his/her decision, shall award costs to the prevailing party. The
parties agree that binding arbitration shall be the sole remedy as to all disputes arising
out of this Agreement. Except as may be required by law, neither a party nor the
arbitrator may disclose the existence, content or results of any arbitration without the
prior written consent of the parties, unless to protect or pursue a legal right.
29. Regulatory Compliance. These standard terms and conditions, and any related
PO is subject to strict requirements for ongoing regulatory compliance by DDS and
Buyer hereto, including, without limitation, requirements that DDS and Buyer take no
action in violation of either any state cannabis or Marijuana laws (together with all
related rules and regulations thereunder, and any amendment or replacement act, rules,
or regulations, the “Act”) or the guidance or instruction of any applicable state
regulatory body (together with any successor or regulator with overlapping jurisdiction,
the “Regulator”). DDS and Buyer acknowledge and understand that the Act and/or the
requirements of the Regulator are subject to change and are evolving as the marketplace
for state-compliant cannabis and Marijuana businesses continues to evolve. If necessary
or desirable to comply with the requirements of the Act and/or the Regulator, DDS and
Buyer hereby agree to (and to cause their respective affiliates and related parties and
representatives to) use their respective commercially reasonable efforts to take all
actions reasonably requested to ensure compliance with the Act and/or the Regulator,
including, without limitation, negotiating in good faith to amend, restate, amend and
restate, supplement, or otherwise modify these standard terms and conditions to reflect
terms that most closely approximate DDS and Buyer’s original intentions but are
responsive to and compliant with the requirements of the Act and/or the Regulator. In
furtherance, not in limitation of the foregoing, DDS and Buyer further agree to
cooperate with the Regulator to promptly respond to any informational requests,
supplemental disclosure requirements, or other correspondence from the Regulator and,
to the extent permitted by the Regulator, keep all other parties hereto fully and promptly
informed as to any such requests, requirements, or correspondence.