system: You are a contract-analysis assistant performing a span-extraction task. You are given an excerpt from a commercial contract and the name of a clause type to locate within it.

Return the exact text of the requested clause, copied verbatim from the excerpt — identical wording and punctuation, with no paraphrasing, summarising, explanation, or added commentary.

The excerpt is one window of a much longer contract and often will not contain the requested clause. If the requested clause does not appear in this excerpt, respond with exactly: Not found.

Output only the extracted clause text, or the exact string `Not found.` — nothing else.

user: Contract excerpt:
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Exhibit 10.1 JOINT VENTURE AGREEMENT BETWEEN NOVO INTEGRATED SCIENCES INC. ("NVOS") AND HARVEST GOLD FARMS INC. ("HGF") FOR THE DEVELOPMENT, MANAGEMENT AND OPERATION OF HEMP FARMING AND MEDICINAL CROPS JOINT VENTURE AGREEMENT Dated as of December 19, 2019 This Joint Venture Agreement (the "Agreement") is entered into between Novo Integrated Sciences Inc., a Nevada Corporation with offices located at 11120 NE 2nd Street, Suite 200, Bellevue, Washington 98004, U.S.A (herein referred to as "NVOS") and Harvest Gold Farms Inc., a corporation organized under the laws of New Brunswick, Canada with offices located at 866 E. H. Daigle Blvd, Grand Falls, New Brunswick, E3Z 3E8, Canada (herein referred to as "HGF"). NVOS and HGF may be referred to herein collectively as the "Parties" and separately as a "Party." RECEITALS WHEREAS, NVOS is willing to assist in development, assist in management and purchase biomass resulting from open field farming for health-related cash crops, in particular medicinal cannabis and industrial hemp; WHEREAS, NVOS is willing to develop and construct processing facilities as well as finished goods manufacturing and packaging facilities; WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly or partially owned subsidiaries; WHEREAS, NVOS is willing to establish reasonable commercial cost bases to product processing and packaging ensuring a profitable and fully transparent Joint Venture; WHEREAS, NVOS is willing to utilize all applicable HGF tools and offerings for the purposes of developing a fully comprehensive North American business platform; WHEREAS, HGF is willing to work towards a mutually acceptable Joint Venture; WHEREAS, HGF is willing to engage to its fullest potential in the licencing, employment harvesting, legal right consulting, business development within its geographical jurisdiction; WHEREAS, HGF is willing assist in transport and distribution of raw and finished goods in both domestic and international jurisdictions; WHEREAS, HGF is willing to provide certified biomass to the JV on pre-determined, mutually agreed price per acre and participate on a net revenue split of products offered to market directly or indirectly through NVOS channels; NOW THEREFORE, the Parties agree to sign this Agreement for the purposes of developing, managing and arranging medicinal farming projects involving hemp and cannabis cash crops (hereinafter referred to as the "Primary Project") under the following terms set out in this Agreement for the noted project (herein, referred to as the "Primary Contract"). ARTICLE 1 - DEFINITIONS AND INTERPRETATION 1.1 For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set forth below and grammatical variations of such terms shall have corresponding meanings: (a) "Action" means any legal action, suit, claim, investigation, hearing or proceeding, including any audit, claim or assessment for Taxes or otherwise. (b) "Agreement" means this Joint Venture Agreement, dated December 19, 2019. (c) "Company" means the Joint Venture entity which will be registered and incorporated in a Canadian jurisdiction with its operating name as Novo Earth Therapeutics Inc. (d) "Cost" means cost of goods sold as defined in the financials of the Primary Project. (e) "Effective Date" is the date of the most recent final signature on this Agreement. (f) "EPC" means engineering, procurement, construction contracts. (g) "HFG" means Harvest Gold Farms Inc. (h) "Joint Venture" means a business arrangement where NVOS and HGF have agreed to pool their resources for the purpose of the Primary Project. (i) "Law" means any domestic or foreign, federal, state, provincial, municipal or local law, statute, ordinance, code, rule, or regulation having the force of law. (j) "NHL" means Novo Healthnet Limited. (k) "NVOS" means Novo Integrated Sciences Inc. (l) "Parties" means collectively, Harvest Gold Farms Inc. and Novo Integrated Sciences Inc. (m) "Party" identifies, separately, either Harvest Gold Farms Inc. or Novo Integrated Sciences Inc. (n) "Primary Contract" means the terms set out in this agreement for the Primary Project. (o) "Primary Project" means this agreement that outlines the development, management and arranging of medicinal farming projects involving hemp and cannabis cash crops. (p) "Tax(es)" means any federal, state, provincial, local or foreign tax, charge, fee, levy, custom, duty, deficiency, or other assessment of any kind or nature imposed by any Taxing Authority (including any income (net or gross), gross receipts, profits, windfall profit, sales, use, goods and services, ad valorem, franchise, license, withholding, employment, social security, workers compensation, unemployment compensation, employment, payroll, transfer, excise, import, real property, personal property, intangible property, occupancy, recording, minimum, alternative minimum, environmental or estimated tax), including any liability therefor as
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Extract the exact clause related to "Parties" from the excerpt above.