EXCLUSIVEDISTRIBUTORSHIPAGREEMENT
BY AND BETWEEN
TOTALLY HEMP CRAZY, INC. ("COMPANY")
AND
EPIC GROUP ONE, LLC ("DISTRIBUTOR")
TABLE OF CONTENTS
I | RIGHT TO SELL WITHIN TERRITORY | | 1 |
| 1.1 | Grant of RighttoDistributor | 1 |
| 1.2 | Acceptance of RighttoDistribute | 1 |
| 1.3 | Sales Within the Territory and the Parties' ReservedRights | 1 |
| 1.4 | Restriction on Distributor's Sales Outside of theTerritory | 2 |
II | TRADEMARKS | | 2 |
| 2.1 | Ownership of Trademarks and Use ThereofbyDistributor | 2 |
| 2.2 | Grant of License toUseTrademarks | 2 |
| 2.3 | Defense of Licensed Rights andTrademarks | 2 |
| 2.4 | Cessation of UseofTrademarks | 2 |
| 2.5 | CompliancewithLaws | 2 |
| 2.6 | | 2 |
III | ADVERTISING | | 2 |
| 3.1 | SubstanceofAdvertising | 2 |
| 3.2 | Advertising Requirements/Restrictions | 3 |
| 3.3 | Cooperative Merchandising Fund | 3 |
| 3.4 | Approval | 3 |
| 3.5 | Sales and ServiceTelephoneNumbers | 3 |
| 3.6 | Websites | 3 |
IV | DISTRIBUTON OFTHEPRODUCTS | | 3 |
| 4.1 | SolicitationofAccounts | 3 |
| 4.2 | Servicing | 3 |
V. | QUALITY CONTROL | | 4 |
| 5.1 | CleanlinessStandards | 4 |
| 5.1 | Rotation | 4 |
| 5.3 | Quality oftheProducts | 4 |
VI. | PRICING AND DELIVERY OFTHEPRODUCTS | | 4 |
| 6.1 | Supply ofProducts;Pricing | 4 |
| 6.2 | OrderingProcedures | 4 |
| 6.3 | Delivery | 4 |
| 6.4 | InspectionofProducts | 4 |
| 6.5 | PriceLevels | 5 |
| 6.6 | Force Majeure | 5 |
| 6.7 | Reporting | 5 |
VII. | TAXESAND EXPENSES | | 5 |
| 7.1 | Expenses, Charges, FeesandTaxes | 5 |
VII. | INSURANCE,WARRANTIESANDINDEMNIFICATION | | 6 |
| 8.1 | Duty to Defend, Indemnify andHoldHarmless | 6 |
| 8.2 | InsuranceCoverage | 6 |
| 8.3 | Limitations ofDistributor'sRemedies | 7 |
IX. | DEFAULT | | 7 |
| 9.1 | EventsofDefault | 7 |
| 9.2 | Remedies | 8 |
| 9.3 | RemediesCumulative | 8 |
| 9.4 | Attorneys' Fees | 8 |
X. | TERM | | 8 |
| 10.1 | Term | 8 |
| 10.2 | Termination | 8 |
XI. | ASSIGNMENT | | 9 |
| 11.1 | Assignment | 9 |
XII. | MISCELLANEOUS | | 9 |
| 12.1 | Invoices - Interest on LatePayments | 9 |
| 12.2 | Notice | 9 |
| 12.3 | No Partnership, Joint Venture, Employer/Employee Relationship | 9 |
| 12.4 | Authority to EnterintoAgreement | 9 |
| 12.5 | Waivers | 9 |
| 12.6 | Governing LawandJurisdiction | 10 |
| 12.7 | Confidentiality | 10 |
| 12.8 | EntireAgreement | 10 |
| 12.9 | Severability | 10 |
| 12.10 | BenefitedParties | 10 |
LIST OFSCHEDULES
SCHEDULE A TERRITORY
SCHEDULE B PRODUCTS, PRICE AND PAYMENT TERM
DISTRIBUTORSHIP AGREEMENT
THIS DISTRIBUTORSHIPAGREEMENT(hereinafterreferredtoasthe"Agreement")ismadeandentered into by and between TOTALLY HEMP CRAZY,INC.,a Nevada corporation, located at 9101 LBJ Freeway #200, Dallas, TX 75243 (the “Company"), and Epic Group One,LLC,a_ Company, located at 331 Airport N Office Park, Ft. Wayne, Indiana 46825 (the"Distributor").
WITNESSETH:
WHEREAS, the Company is in the business of producing, canning, bottling, marketing and selling Hemp-Infused products (primarily beverages); and
WHEREAS, the Companyholdscertain property rights,including,but not limited to, rights to trade names, trademarks, service marks, logos, formulas, patents and copyrights (hereafter referred to collectively as the "Trademarks"); and
WHEREAS, the Company and Distributor desire to enter into a distributorship agreement for the marketing, selling and distributing of certain Company products packaged in various containers under the Trademarks within the Territory hereinafter described;and
NOW THEREFORE, for and in consideration of the mutual agreements, covenants and obligationscontained herein,andtheperformancethereof,theparties,intendingtobelegallybound, agreeasfollows:
I.
RIGHT TO SELL WITHIN THE TERRITORY
1.1 Grant of Right to Distributor.The Company grants, and Distributor herebyaccepts, thesoleandexclusiverighttosellintheTerritorydescribedinandattachedheretoasSchedule"A"(the "Territory"), those products in the containers listed and described inSchedule "B"attached hereto (the "Products"), and agrees to exercise such rights in accordance with the terms of this Agreement.Distributorfurtheragrees that itwill use its bestefforts to solicit, promote, increase or causeto beincreased the salesof the Products inthe Territory. Distributor shallmaintain sufficient personnel, delivery and distributionfacilities, and equipment and vehicles to ensurethat it has the capacity and capabilityto deliver theProducts in sufficientquantities tofullysatisfy the demand for the Productsinthe Schedule"A"Territory. In order for thisgrantof exclusivity tobecome effective, Distributor must purchase no fewer than _ Truckloads/Containers from Company, and the full paymentfor such_ Truckloads/Containers mustbereceived by Company, on orbeforeJune _, 2015. Furthermore, in order for this grantofexclusivity toremainin fullforceand effect, Distributor must purchase no fewer than _ Truckloads/Containers from Company, and the full payment for such _ Truckloads/Containers must be received by Company, on or before the 15th day of each consecutive month thereafter.
1.2 Acceptance of Right toDistributer.Distributor hereby accepts the right to sell the Products within the Territory and agrees to exercise such rights in accordance with the terms of this Agreement. Distributor further agrees that it will useitsbest efforts to solicit, promote, increaseor
cause to be increased the sales of the Products in the Territory. Distributor shall maintainsufficient
·personnel, delivery and distribution facilities, and equipment and vehicles to ensure that it has the capacity and capability to deliver the Products in sufficient quantities to fully satisfy the demand for the Products in the Territory.
1.3 Restriction on Distributor's Sales Outside of the Territory.Nothing herein shall be deemed to grant Distributor the right, or otherwise permit Distributor, to sell the Products outside of the Territory. Distributor shall not sell any Products outside the Territory, nor shall Distributor sell any Products in the Territory to a wholesaler, retailer or otherwise which are ultimately shipped outside the Territory. Distributor may sell to wholesalers within the Territory, but only if such wholesaler resells the Products for Direct Delivery within the Territory. Distributor may sell Products outside the Territory upon the reasonable written request to the Company, and upon such commercially reasonable terms as the parties may agree.This Agreement does not grant to Distributor any right to conduct Internetsales.
II
TRADEMARKS
2.1 Ownership of Trademarks and Use ThereofbyDistributor.Distributor acknowledges the Company's exclusive right, title andinterestin and to the Trademarks. Whenever Distributor uses the Trademarks in connection with the sale of the Products,itwill clearly indicate the Company’s ownership of such Trademarks as the Company soindicates.
2.2 GrantofLicensetoUseTrademarks.TheCompanygrantstoDistributorarevocable, non-exclusive, non-transferable right and license during the term of this Agreement to use the Trademarks in the Territory in connection with the sale of the Products. This right and license may· berevokedorrestrictedbytheCompanyifatanytimethe Companyreasonably determines inits sole discretionthat it is necessary or appropriate to doso to protect the Trademarks.
2.3 Use of Trademarks.The only use of Trademarks permitted by Company is what the Company delivers to Distributor in the form of point of sale and other promotional artwork. Any other use must be approved in writing by the Company prior to suchusage.
2.4 Defense of Licensed Rights and Trademarks.Distributor agrees to timely notify the Company of any claim or action, or threatened claim or action, for infringement or alleged infringement of any Trademarks, patents or trade secrets made against it or the Company due to its exercise of any rights granted under this Agreement or activities of the Company undertakeninsupport of Distributor in the Territory. Distributor agrees to cooperate fully with the Company in any Trademark or patent infringement action by or against theCompany.
2.5 Cessation of Use of Trademarks.Upon termination of this Agreement, Distributor shall immediately cease all use whatsoever of the Trademarks and shall not thereafter use the Trademarks or adopt any other designation similar to or which is likely to be confused with the Trademarks.
2.6 Compliance with Laws.Distributor shall comply with all applicable laws. regulations andordinancespertainingtotrademarks,atalltimeswhenusingtheTrademarks.
III.
ADVERTISING
3.1 Substance of Advertising.In its advertising, Distributor shall represent that it has the Products available for sale along with the other items and services that it offers, provided that it does not represent that it is the agent or representative of the Company. Distributor may display the Trademarks on its trucks or other equipment, the clothing worn by its employees, agents or representatives, and on any ofitsother property. All colors and graphics used by Distributor depicting the Trademarks or other intellectual property of the Company must be consistent with the styles and formats specified by the Company and must be approved by the Company in writing prior to useby
Distributor.
3.2 Advertising Requirements I Restrictions.Distributor shall include in its advertising and sales and promotional material in which any of the Products are mentioned and/or any of the Trademarks are used the appropriate trademark notices, copyright notices and trademark designations. Distributor shall maintain a prominent "Website" advertisement and listing of the Products offered byit.
3.3 Cooperative Merchandising Fund.Company will place $.25Icase from each case orderedbytheDistributorintoaCooperativeMerchandisingFund,andmatchitwith$.25/casefrom theCompany.Thistotal$.50IcaseCooperativeMerchandising Fundmay beusedby the Distributor for "mutually agreed upon" promotional activities such as POS Materials, truck graphics, price promotions, etc.
3.4 Approval.Distributor agrees that all advertising and sales and promotional materials (hereinafter collectively referred to as "Advertising") in which any of the Products are mentioned and/or any of the Trademarks are used shall be subject to the prior written approval of the Company, said approval not to be unreasonablywithheld.
3.5 Sales and Service Telephone Numbers.Distributor shall use and publicize to its customers the Distributor owned telephone number anywhere Distributor’s customer sales and service telephone numbers arelisted.
3.6 Websites.Distributor shall utilize the Company's proprietary Internet site, and may link to 'TOTALLYHEMPCRAZY.COM" as a source for new customers and related matters
IV.
DISTRIBUTION OF THEPRODUCTS
4.1 SolicitationofAccounts.Distributor will actively and aggressively solicit accounts and promote the Products throughout the Territory for sales of the Products and will maintain regular routes to servicesame.
4.2 Servicing.Distributor shall service all of its accounts with such frequency as is reasonably necessary to keep them fully supplied with, and satisfy fully the demand for, the Products in the Territory and shall maintain an adequate supply of the Products promptly to meet and satisfy fully the demands for the Productswithinthe Territory, including, but not limited to, peak seasonal demands.
V.
QUALITY CONTROL
5.1 Cleanliness Standards.Distributor shall comply with all ordinances, laws and regulations pertaining to the sale, storage, transportation and distribution of the Products and the operation of its facilities. Distributor shall at all times maintain all of its facilities and equipment used in the sale, storage, transportation and distribution of the Productsina clean, wholesome and sanitary condition. Company personnel mayinspectstorage and other facilities of Distributor (owned or leased) at any time during normal working hours upon reasonablenotice.
5.2 Rotation.Distributor recognizes the limited shelf life of the Products, and acknowledges that rotation ensures maximum quality. Distributor agrees to take all reasonable steps necessary to see that all such Products sold by it are properly rotated in conformity with the date stamped on the labels of the containers. Distributor agrees that it will not store the Products outside, unprotected from temperature fluctuations and theelements.
5.3 Qualityofthe Products.The Company agrees thatitwill use its commercially reasonable, good faith efforts to maintain the high quality of all of Products delivered to Distributor.
VI.
PRICING AND DELIVERY OF THE PRODUCTS
6.1 SupplyofProducts; Pricing.The Company will supply Distributor with the Products at the prices and on the payment terms listed onSchedule "B"or as otherwise may be mutually agreed between the Company and Distributor in writing. The Company requires a 100% Payment made for the Products prior to shipment. The Company may increase such prices upon sixty (60) days written notice to Distributor. The Company will use its commercially reasonable, good faith efforts to supply the Products in the quantities requested by Distributor and as promptly as commercially and reasonably practicable after an order is received from Distributor.
6.2 Ordering Procedures.Distributor shall submit to the Company firm purchase ordersinaccordance withSchedule "B”in advance of the delivery dates specified. A purchase order may be submitted and accepted in writing, by fax or by e-mail. All purchase orders shall specify the quantity and type of Product, the requested delivery date, the delivery point(s), and any other special instructions with regard to shipping, packaging or delivery. All purchase orders received by the Company shall constitute Distributor’s binding commitment to purchase the quantity and typeof Product set forth therein at the purchase price then in effect on the date the Company receives the purchase order.
6.3 Delivery.Distributor may obtain delivery of Products at the Company's warehouse or at Distributor's warehouse. Title to the Products and risk of loss shall pass to Distributor(I)upon pick up at the Company's warehouse by Distributor, independent carrier or another third party, or (ii) if employees of the Company, or a third party, deliver the Products to the Distributor's warehouse, then at the time the Products are delivered at Distributor'swarehouse.
6.4 Inspection of Products.Distributor will only be required to pay for the Products which are provided to Distributor free of defects at the time of delivery. Auditors of Distributor shall promptly and immediately inspect all containers for damage and shall not accept any containers that do not pass that inspection. The Company will either not charge Distributor for, or shall provide a credit to Distributor for, any damaged containers Distributor receives from the Company and which Distributor discovers to be damaged during its prompt inspection of such containers upon their receipt by Distributor. The Company shall not be responsible for, and Distributor shall indemnify, defend and hold the Company wholly harmless from, any damages, loss, claim, liability or expense of any customer of Distributor caused,inwhole orinpart, by a damaged container. The Products will be deemed received free of defectsunless(I) any patent defects in the Products are noted on the delivery receipt at the time of delivery to Distributor andimmediatewritten notice thereof is provided to the Company, or (ii) the Company is notified in writing or in any manner acceptable to the Company within thirty (30) days after delivery of any of the Products containing latent defects. The Company will not be responsible for damages occurring during shipment to the Distributor at Distributor's warehouse or during delivery by Distributor, at its customers' premises, during return from the Customer to Distributor, or during the return from Distributor to theCompany.
6.5 Price Levels.The Company may from time to time suggest to Distributor the prices at which Products might be sold by Distributor to its customers. Such suggested retails are advisory only and non-binding on Distributor, and both the Company and Distributor acknowledge and agree that Distributor has sole, complete and absolute discretion to establish and maintain the prices at which it sells the Products to its customers. Distributor acknowledges its obligations to maximize its sales and selling efforts in the Territory as provided in Section 1.2 of this Agreement and further acknowledges that by setting its prices so as to be no longer competitive in the Territory, Distributor may thereby breach the terms of thisAgreement.
6.6 Force Majeure.The failure by either Party to perform its obligations hereunder shall be completely excused, withoutliabilityto either Party, to the extent that such failure to perform results directly or indirectly from "acts of God" (including flood, fire or natural casualties); strikes, slowdowns or other labor disputes or shortages; civil unrest or sabotage; shortages of materials, transportation or supplies; direct or indirect acts, orders or regulations of any governmental body; or any other causes beyond the reasonable control of theParty.
6.7 Reporting.Atreasonableintervals(aninanyevent, notlessfrequentlythanquarterly), Distributorwillprovide totheCompanyinformationregardingProducts sold,promotionalactivitiesor otherinformation reasonably requestedby theCompany.
VII.
TAXES AND EXPENSES
7.1Expenses, Charges, Fees and Taxes.Distributor will pay and discharge at its own expense any and all expenses, charges, fees and taxes arising out of or incidental to the carrying on of its business, including, without limiting the generality of the foregoing, all worker's compensation, unemployment insurance and social security taxes, sales, use, income, business and franchise taxes levied or assessed with respect to its business and/or employees, and Distributor will indemnify, defend and save harmless the Company against any and all claims for such expenses, charges, fees andtaxes.
VIII.
INSURANCE, WARRANTIES AND INDEMNIFICATION
8.1 Dutyto Defend, indemnify and Hold Harmless.Distributor agrees to indemnify, defend and hold harmless the Company, its officers, employees, agents and representatives from and against any and all claims, causes of action, damages, claims for damages, liability, loss, cost or expense, including reasonable attorneys' fees and expenses oflitigation,arising out of orinany way related to performance of this Agreement by Distributor, except claims arising from the sole gross negligence of theCompany.
Without limiting the foregoing, Distributor agrees to indemnify, defend and hold harmless the Company, its officers, agents, employees and representatives from any and all such claims, including but notlimitedto claims for property damage, bodily injury, loss of consortium, emotional distress or death, whether sustained or alleged to have been sustained by Distributor's employees, the Company's employees or any other person or entity, and including but not limited to claims, injuries or damages caused or alleged to be caused in whole or in part by the negligence, gross negligence or willful act or omission of Distributor or anyone for whose acts Distributor may beliableorlegallyresponsible. Distributor also agrees to indemnify, defend andholdharmless the Company,itsofficers, employees, agents and representatives from any and all such claims, whether or not they arise from or are alleged to be caused in part by the negligence or gross negligence of the Company, its agents. officers, employees, or representatives. However, Distributor shall not be obligated to indemnify the Company against any claim arising from the sole gross negligence of theCompany.
The foregoing indemnity, defense and hold harmless obligations shall apply to all such claims. losses or liabilities, whether such claims arise from Products acquired by Distributor from the Company prior to the execution of this Agreement or subsequentthereto.
8.2 Insurance Coverage.Distributor further agrees to procure and maintain, at its sole cost and expense from aninsurancecarrier reasonably acceptable to the Company, Comprehensive General Liability Insurance and Automobile Liability Insurance, all in conformance with the requirements of thisAgreement.
The Company, shall be named as an additional insured on each of the above-listed policies. Distributor shall provide the Company certificates of insurance evidencing the existence and
The Company, shall be named as an additional insured on each of the above-listed policies. Distributor shall provide the Company certificates of insurance evidencing the existence and maintenance of each of these policies and the fact that the Company is afforded insurance coverage as an additional insured under each of the policies specifiedabove.
Distributor's failuretoprovidesaidcertificatesofinsurance,andtheCompany'sfailuretoinsist thatsuchcertificatesbe furnished to it, shall not relieve Distributor ofits obligation toprocureinsurance as requiredherein.
The insurance required by this Section shall specifically include and provide contractual liability insurance covering Distributor's obligations under theindemnityprovisions of this Agreement as set forth in Section 8.1 above. Said insurance shall provide primary coverage to the Company, and any other insurance which may be available to the Company for any claim, loss or liability encompassed by this Agreement shall be excess over the insurance required by thisSection.
Distributor's Comprehensive General Liability and Automobile Liability Insurance shall be written with combined single limits of liability not less than $1,000,000.00.
All insurance policies shall contain a provision that the coverages afforded thereunder shall not be canceled or not renewed, nor restrictive modifications added, until at least thirty (30) days after prior written notice has been given theCompany.
In the event Distributor fails to obtain or maintain any insurance coverage required under this Agreement, the Company may at its option purchase such coverage and charge the expense thereof to Distributor or terminate thisAgreement.
8.3 Limitations ofDistributor'sRemedies.Distributor's sole andexclusiveremedy against the Company for defective Products or deficient services, as the case may be, shall be, at the option of the Company, the replacement or reperformance thereof or a credit to Distributor’s account for the cost thereof. Distributor's remedy for any breach by the Company of this Agreement or arising under or in connection with this Agreement or for any action taken or not taken by the Company in connection herewith or conduct relating thereto, under contract, tort or any other legaltheory, shall notinclude,under any circumstance, any special,indirect,exemplary, punitive, incidental or consequential damages nor lost profits, lost revenues orlost opportunitycosts
IX.
DEFAULT
9.1 EventsofDefault.Distributor shall be deemed to be in default of the terms of this Agreement if any one of the following events ("Events of Default") occur:
| (a) | Distributor attempts to dispose, assign or sub-license the rights, privileges and obligations created by thisAgreement; |
| (b) | Distributor violates any of the terms and conditions of this Agreement; |
| (c) | Majority ownership of Distributorchanges; |
| (d) | Distributor shall file a voluntary petitioninbankruptcy or take the benefit of any insolvency act or be dissolved or adjudicated bankrupt or if a receiver shall be appointed. |
for Distributor's business or its assets and the appointment of such receiver is not vacated within thirty (30) days after such appointment. or if Distributor shall make an assignment for the benefit of its creditors, or if the interest of Distributor passes by operation of law to any person or entity other than Distributor;
(e) Distributor becomes insolvent, regardless of how said insolvency may be evidenced;or
| (f) | Distributor failstopaytheCompanyfortheProductsonatimelybasis. |
9.2 Remedies.Upon the occurrence of an Event of Default, the Company shall give written notice to Distributor demanding that the condition of default be cured within thirty (30) calendar days and, if not so cured, the Company, in addition to any other rights or remedies it may have, may do any one or more of the following:
(a) Commence a collection action to recover all sums of money due, reserving the right to recover for such other sums of money which may become dueunder this Agreement or otherwise;
| (b) | Commence an action to specifically enforce its rights under this Agreement;or |
| (c) | Terminate thisAgreement. |
9.3 Remedies Cumulative.All rights and remedies granted under this Agreement shall be cumulative, and resort by the Company to any one remedy provided for hereunder shall not exclude or prevent the Company from pursuing any other rights and remedies provided under this Agreement or bylaw.
9.4 Attorneys' Fees.If the Company or Distributor brings an action to enforce or assert any right granted pursuant to this Agreement and is successful in such action, the unsuccessful party shall pay all reasonable costs and expenses, including reasonable attorneys' fees, incurred by the successful party in exercising its rights and remedieshereunder.
X.
TERM
10.1 Term.This Agreement shall commence on the date ofits execution and shall continue in full force and effect for a period of one (1) year thereafter, (the "Primary Term"), unless sooner canceled or terminated as provided in this Agreement. At the end of the Primary Term, and at the end of each year thereafter (each such year being a "Renewal Term"), this Agreement shall be automatically renewed for a successive one-year period provided the Distributor has complied with all terms and conditions of this Agreement. Either party may terminate this Agreement at any time, for good cause only, by written notice to the other party provided a minimum of ninety (90) days' notice.
10.2 Termination.In the event that this Agreement is terminated as provided for herein or is not renewed in accordance with Section 10.1, neither the Company nor Distributor shall have any claim or right against the other as a result thereof, and neither shall have any further responsibility for the performance of any term, provision, or condition of the Agreement except as contained in thelast sentence of Section 1.2, and Sections 2.1, 2.2, 2.3, 2.4, 2.5, 7.1, 8.1, 8.2, 8.3, 9.2, 9.3, 9.4, 10.2, 12.1, 12.2, 12.5, 12.6, 12.7, 12.8, 12.9 and 12.10, or except as resulting from action or inaction during the term of this Agreement or relating to the payment of outstanding monies owned to the Company or Distributor, as the case may be.
XI.
ASSIGNMENT
11.1AssignmentThis Agreement is personal as to the Company and Distributor. The rights, duties and obligations pursuant to this Agreement cannot be transferred, assigned, pledged, made subject to a security interest, or otherwise disposed of by either the Company or Distributor in whole or in part without the express written consent of both parties.
XII.
MISCELLANEOUS
12.1 PurchaseOrders/Invoices.TheCompanyrequiresa100%PaymentfortheProducts made prior to shipment.
12.2 Notice.All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given (a) when delivered by hand (with written confirmation of receipt}, (b) three (3) days after being deposited in the mails, if sent by certified mail, with return receipt requested, (c) upon confirmed receipt,ifsent by facsimile transmission during normal business hours of the receiving party on a business day, (d) one (1) day after sending,ifsent by a nationally recognized overnight delivery service (receipt requested) specifying next day delivery, or (e) same day if sent via e-mail, in each case to the appropriate addresses or telecopy numbers set forth on the signature page hereto (or to such other addresses or telecopy number as a party may designate by notice to the otherparties).
12.3 No Partnership, Joint Venture, Franchise, Employer/Employee Relationship.It is understood and agreed that Distributor is an independent contractor, and this Agreement and the relationship created hereby shall not be considered to be a partnership, joint venture, franchise, or an employer/employee relationship, and neither the Company nor Distributor shall have the right or authority to represent the otherinany capacity or to transact any business or incur any obligations, contractual or otherwise for, in the name of, or on behalf of the other, unless otherwise authorized to do so in writing. The relationship between the Company and Distributor shall be that ofsupplierandpurchaser.
12.4 Authority to Enter into Agreement.The Company and Distributor affirm that they are validly constituted corporate entities with full right, power and authority to enter into this Agreement and to perform their respective obligationshereunder.
12.5 Waivers.No failure or delay on the part of the Company or Distributor to exercise any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy under this Agreement. No amendment, modification or waiver of any provision of this Agreement shall be effective unless the same shall be in writing signed by the Company and Distributor.
12.6 Governing Law and Jurisdiction.This Agreement shall be governed and interpreted in accordance with the laws of the State of Texas. Distributor hereby consents to service of process in, and to the jurisdiction of the state or federal courts of, Dallas County, Texas and agrees that in connection with any action arising in whole or in part hereunder, it will not contest such service or jurisdiction, nor will it assert that venue is not proper in such courts or that another forum may be more convenient.
12.7 Confidentiality.DuringthePrimaryTermandanyRenewalTermandforthethree(3) year period following the termination hereof for any reason, the parties hereto shall keep the terms and conditions of this Agreement, the transactions contemplated hereby, and either party's records, books, data and other confidential information concerning the Products, either party's accounts, employees, client development (including customer and prospect lists), sales activities and procedures, promotional and marketing techniques, pricing, marketing or business plans and strategies, financing, development and expansion plans and credit and financial data concerning customers andsuppliersandallotherbusiness information involvingeither party(allcollectively,the "ConfidentialInformation") strictlyconfidential,andneither theCompanynor Distributor willmake, or cause or permit to be made, any disclosure of any such Confidential Information to any person (it being understood, however, that in any event such Confidential Information may be disclosed on a confidentialbasis to theparties'respectiveemployeesand professional advisers whohave a needto know such information).
12.8 Entire Agreement.This Agreement, which incorporates herein by referenceSchedules"A" and "B",constitutes the entire, complete and exclusive statement of the terms of the agreement between the parties with respect to the subject matter hereof and supersedes and cancels any prior agreements, understandings, covenants, promises, assurances, course of dealing or performance, representations, warranties, or communications, whether oral or written, between the parties hereto. No covenant, term, provision, representation or agreement not expressly contained herein shall be implied as a matter of law, interpretation, coarse of performance or conduct of the parties.Neitherthis Agreement nor any provision hereof may be amended, waived or modified except by written instrument signed after the date hereof by all parties hereto and expressly stating therein that such instrumentis intended as an amendment, modification or waiverhereof.
12.9 SeverabilityIf any terms or provisions of this Agreement are deemed to beinvalidor unenforceable, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof.
12.10 Benefited Parties.This Agreement shall be binding upon and inure to the benefit of any permitted purchasers, successors or assigns of the Company and distributor.
IN WITNESS WHEREOF, this Agreement has been executed on this _ day of June, 2015.
THE COMPANY
TOTALLY HEMP CRAZY, INC.
By /s/TomShuman
Print Name: Tom Shuman Its: PresidentICEO
DISTRIBUTOR
EpicGroup One, LLC
By/s/BrianKistler
Print Name: Brian Kistler
Title: Manager
Addresses:
Totally Hemp Crazy, INC
9101 LBJ Freeway I Suite 200
Dallas, TX 75243
Title: CEOIPresident
Phone: 214-212-5006
EpicGroup One, LLC
331 Airport N Office Park
Ft. Wayne, Indiana 46825
Title: Manager
Phone: 518-589-9088
SCHEDULEA
EXCLUSIVE TERRITORY GRANTED
The countries of the Peoples Republic of China, Japan, Taiwan, South Korea, New Zealandand Australia.UnitedStates of America: All Asian and KoreanSupermarkets.
SCHEDULE B
PRODUCTS, PRICE& PAYMENT TERMS
| PRODUCTS: | ROCKY MOUNTAIN HIGH HEMPENERGYDRINK ROCKY MOUNTAIN HIGH HEMP ICED TEA ROCKY MOUNTAIN HIGH HEMP LEMONADE ROCKY MOUNTAIN HIGH HEMP COCONUTLIME |
ANY OTHER NEW ROCKY MOUNTAIN HIGHPRODUCT
PACKAGESIZE:12 - PACK / 12 oz. SLIM-LINE CANSPER CASE FOBCOMPANYWAREHOUSEPRICINGTODISTRIBUTOR:
3 :0.80PERCASEIMINIMUMONE(1)PALLET*
208 CASESIPALLET
20 PALLETS PER TRUCKLOADICONTAINER LOAD 4,160 CASES PER TRUCKLOADICONTAINER LOAD
* Minimum Order per SKU is one (1) palletINO "mixed pallets" of all 3 products.
COOPERATIVE MERCHANDISINGFUND
Company will place $.50Icase for each case ordered by the Distributor into a Cooperative Merchandising Fund. This total $.50Icase Cooperative Merchandising Fund may be used by the Distributor for "mutually agreed upon" promotional activities such as POS Materials, truck graphics, price promotions,etc.
THCZSTOCK
Distributor will receive from Company one (1) share of restricted THCZ common stock for each case of the Products purchased from the Company in 2015.
PAYMENT TERMS:
Company requiresa100°/o PaymentmadefortheProductspriortoshipment.