DISTRIBUTORSHIP AGREEMENT
BY AND BETWEEN
TOTALLY HEMP CRAZY,INC.
("COMPANY")
AND
M&S Up North Distributing
("DISTRIBUTOR")
Iowa
LIST OF SCHEDULES
SCHEDULE A TERRITORY
SCHEDULE B PRODUCTS AND PAYMENT TERM
DISTIBUTORSHIP AGREEMENT
THIS DISTRIBUTORSHIPAGREEMENT(hereinafter referredtoasthe"Agreement")ismadeandenteredintobyandbetween TOTALLY HEMP CRAZY,INC. a Nevada corporation,located at 9101 LBJ Freeway,Suite200, Dallas, TX 75243 (the "Company"),andM&S Up North Distributing aMinnesotacorporation,locatedat120 2nd Ave SW Suite 5 Roseau, MN 66751(the "Distributor'')
WITNESSETH:
WHEREAS, the Companyisinthebusinessof producing, canning, bottling, marketing and selling Hemp-Infused products (primarily beverages);and
WHEREAS, the Companyholdscertain propertyrights,including,but notlimitedto, 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 enterintoa distributorship agreement for the marketing, sellinganddistributing of certain Company products packagedinvarious containers under the Trademarks within the Territory hereinafter described;and
NOW THEREFORE, for andinconsideration ofthemutual agreements, covenants andobligationscontained herein, and the performance thereof, the parties, intendingto belegally
bound, agree as follows:
I.
RIGHT TO SELL WITHIN THE TERRITORY
1.1GrantofRighttoDistributor.The CompanygrantstoDistributortheright,subject to Section1.3 hereof, in the Territory described in and attached hereto as Schedule “A"(the "Territory"), to sell those productsinthecontainerslisted anddescribedinSchedule "B"hereto (the "Products").Distributor may sell accounts within the Territory to the extent permittedinSection
1.4 hereof.
1. .. 2 Acceptanceof Right to Distribute.Distributor hereby accepts the right to sell theProductswithintheTerritoryandagreestoexercisesuchrightsinaccordancewith theterms of this Agreement. Distributor further agrees that it will use its best efforts tosolicit,promote,increaseor cause to beincreasedthe sales of the Productsinthe Territory. Distributor shall maintain sufficient personnel,deliveryand distribution facilities, and equipment and vehicles to ensure that it has the capacity and capability to deliver the Productsinsufficient quantities to fully satisfy thedemand for the Productsinthe Territory.
1 .. 3 Saleswithin the Territory and the Parties' Reserved Rights.The Company reserves therightto sell the Products, or to granttherightto other Distributors to sell the Products,insideor outside of the Territory. The Company may sellwithinthe Territory via the Internet and the Company may sellwithinthe Territory, any item not listed onSchedule"B".
1..4 RestrictiononDistributor'sSalesOutsideoftheTerritory.Nothinghereinshallbe deemed to grant Distributor theright,or otherwise permitDistributor,to sell the Products outside of the Territory. Distributor shall not sell any Products outside the Territory, nor shall Distributor sell any Productsinthe Territory to a wholesaler, retailer or otherwisewhichare ultimately shipped outside the Territory. Distributor may sell to wholesalers within the Territory, butonly if such wholesalerresells theProducts for DirectDeliverywithin theTerritory. Distributor may sell Products outside the Territory upon the reasonable written request to the Company, and upon suchcommercially reasonableterms astheparties may agree.
1..5 Right of First Refusal.The Company grants to Distributor a qualifiedrightof first refusal, within the Territory only, to be the distributor of any new beverage Productsintroducedintothe market by the Company.Distributormust exercise this right within 60 days of official Company Productlaunchintothe marketplace by sending a written acceptance to the Company. This acceptance must be accompanied with a writtenplanshowing the Company how theDistributorhas or will gain the capability to distribute, market and promote the new Products, and that Distributor has all licenses andotherrequired documentation necessary to distributethenew Productsinthe Territory. The Company has sole discretion as to whether or not Distributorisqualified todistribute
the new Products.
1..6 Exclusivity of Products.Distributor agrees that in order for this Agreement tobecomeandremaineffective,Distributorwillnotmarket,promote,sellorotherwisedistribute inany manner whatsoever, any hempinfusedbeverages or other productsrelatedthereto, other thanthoseof the Company. A breach of this section by Distributor mayresultinimmediateterminationofthisAgreementatCompany's option.
1..7 Volume Objective.Distributor must purchase Product quantities as set forthinScheduleB.
II.
TRADEMARKS
2.1 Ownership of Trademarks and Use Thereof by Distributor.DistributoracknowledgestheCompany'sexclusiveright,titleandinterestinandtotheTrademarks.Distributorisonlyauthorized tousepoint of sale (POS)items,banners, artwork, wearable and any othermaterialsof any nature whatsoever containing,displayingor utilizing any of the Company's Trademarks, Images or graphic artwork which are delivered by the Company toDistributor, at Distributor's cost, which maybederived in partfromthe Cooperative Merchandising Fund set forth in 3.3 herein. Distributor shall not create, develop, market or sell any oftheseItemsontheirown withoutwrittenpermission fromtheCompany.
2.2 Defense of Licensed Rights and Trademarks.Distributoragrees to timely notify the Company of anyclaimor action, or threatenedclaimor action, for infringementor allegedinfringementof any Trademarks, patents or trade secrets made against it ortheCompany due toitsexercise of any rights granted under this Agreement or activities of the Company undertakenin
support of Distributor in the Territory. Distributor agrees to cooperate fully with the Company in any Trademark or patent infringement action by or against the Company.
2.3 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 whichislikely to be confused with theTrademarks.
2.4 CompliancewithLaws.Distributor shallcomplywith allapplicablelaws,regulations andordinancespertainingtotrademarks,atalltimeswhenusingtheTrademarks.
III.
ADVERTISING
3.1 SubstanceofAdvertising. Initsadvertising,Distributorshall representthatithasthe Productsavailableforsale along withthe other items and servicesthatit offers,provided thatit does not represent thatitisthe agent or representative of the Company. Distributor may display the Trademarks onitstrucks or other equipment, the clothing worn by its employees, agents or representatives, and on any ofitsother property, but only consistent with 2.1 above. Any requests for variations of colors and graphics used by Distributor depicting the Trademarks or other Intellectualpropertyof theCompanymust be consistent with thestyles and formats specifiedby the Company and must be approvedby the Companyin writingprior to use by Distributor.
3.2 Advertising Requirements I Restrictions.Distributor must have written Company approval all ofitsadvertising, sales, marketing and promotional materialinwhichany of the Products are mentioned. Distributors utilizing any of the Company Trademarks, must use the appropriate trademark notices, copyright notices and trademark designations. Distributor shall maintaina prominent"Website"advertisement and listingoftheProductsofferedbyit.Thecontent ofthiswebsiteshall be subject to reviewand approval by theCompany.
3.3 Cooperative Merchandising Fund.Company willplace$.50Icase for each case ordered by the Distributorintoa Cooperative Merchandising Fund. This total $.50 I case Cooperative Merchandising Fund may be used by the Distributor for "mutually agreed upon" promotional activities such as POS Materials, truck graphics,pricepromotions,etc.
3.4 Approval.Distributor agrees that all advertising and sales and promotional materials (hereinafter collectively referred to as "Advertising")inwhich any of the Products are mentioned and/or any of the Trademarks are used shall be subject tothepriorwritten approval of the Company, said approval not to be unreasonablywithheld.
3.5 SalesandServiceTelephone 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 shallutilizethe Company's proprietary Internetsite,and may link to "TOTALLYHEMPCRAZY.COM” as a source for new customers and relatedmatters.
IV.
DISTRIBUTION OF THE PRODUCTS
4.1 Solicitation of Accounts.Distributor will proactively solicit accounts and promote the Products throughout the Territory for sales of the Products and willmaintainregular routes to service same.
4.2 Servicing.Distributor shall service all of its accounts with such frequency as is reasonably necessary to keep them fullysuppliedwith,andsatisfy fully the demand for, the Productsinthe Territory and shallmaintainan adequatesupplyof the Products to promptly meet and satisfy fully the demands for the Productswithinthe Territory,including,but notlimitedto, peak seasonaldemands.
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 usedinthe sale, storage, transportation and distribution of the Productsina clean, wholesome and sanitary condition. Company personnel mayinspectstorage and other facilities of Distributor (owned orleased}at any time during normal working hours upon reasonablenotice.
5.2 Rotation.Distributor recognizes the shelf life of the Products, and acknowledges that rotation ensures maximumquality.Distributor agrees to take all reasonable steps necessary to see that all such Products sold byitare properly rotatedinconformity with the date stamped on the labelsof the containers. Distributor agrees that it will not store the Products outside, unprotected from temperature fluctuations and theelements.
5.3 Quality of the Products.The Company agrees thatitwill use its commercially reasonable, good faith efforts tomaintainthe highqualityof all of Products delivered toDistributor.
VI.
PRICING AND DELIVERY OF THE PRODUCTS
6.1 Supplyof Products; Pricing.The Company will supply Distributor with the Products at the prices and on the payment termslistedonSchedule "B"or as otherwise may be mutually agreed between the Company and Distributor in writing. The Company requires a 100% Payment made for the Productspriorto shipment. The Company mayincreasesuch prices upon sixty (60} dayswrittennoticetoDistributor.TheCompanywilluseitscommerciallyreasonable,goodfaith 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 shallsubmittotheCompanyfirmpurchaseorders in accordance with Schedule "B"inadvance of the delivery dates specified. A purchase order maybesubmittedandacceptedin writing,by faxorby e-mail. All purchase ordersshall specifythe quantity and type of Product, the requested delivery date, the delivery point(s), and any other special Instructions with regardto shipping,packaging or delivery. Allpurchaseorders received by the Companyshall constituteDistributor's binding commitmentto purchase the quantityand type of Product setforth thereinatthe purchase pricethenineffect onthedalethe Company receivesthe purchase order.
6.3 Delivery.Distributor shallpickup Products at the Company's warehouse. Title to the Products andriskof toss shall pass to Distributor uponpick-upat the Company's warehouse by Distributor,independentcarrier oranotherthirdparty.
6.4 InspectionofProducts.Distributor willonlybe required to pay fortheProducts whichareprovidedtoDistributorfreeofdefectsatthetimeofpickupatCompany'swarehouse. Auditors ofDistributorshall promptly andimmediatelyInspectallcontainersfor damage and shall notacceptany containersthat do notpassthatinspection.TheCompanywilleithernotcharge Distributor for,orshallprovide a credittoDistributor for, any damaged containers Distributor receives from the Company and whichDistributor discoversto bedamaged during its promptinspectionofsuchcontainers upontheirreceipt by Distributor. The Company shall not beresponsiblefor,andDistributorshall indemnify,defendandholdthe Companywholly harmless from, any damages,loss,claim,liability orexpense of any customer of Distributor caused, in whole or in part, by a damaged container.The Products will be deemed received free of defectsunless (I) any patent defects in theProducts are notedon the delivery receipt at thetime ofdeliveryto Distributor and immediate writtennoticethereofisprovided tothe Company, or (ii) the Companyis 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 willnot be responsiblefor damagesoccurringduring shipment totheDistributor at Distributor's warehouse or during delivery by Distributor,at its customers' premises,duringreturn from the Customer to Distributor, or duringthereturn fromDistributorto theCompany.
6.5 PriceLevels.TheCompanymayfromtimetotimesuggesttoDistributorthepricesat whichProductsmightbesold byDistributor toits customers. Suchsuggested retailsareadvisory onlyandnon-bindingon Distributor, andboth the Companyand Distributor acknowledge and agree that Distributor has sole, complete and absolute discretion to establish andmaintaintheprices at whichitsells theProductstoitscustomers.Distributor acknowledgesits obligationstomaximizeits sales andsellingeffortsin the Territory as providedinSection 1.2 ofthisAgreement and further acknowledgesthatby setting itsprices so asto benolongercompetitivein theTerritory, Distributor may thereby breach the terms of this Agreement.
6.6 ForceMajeure.The failure by either Party to performitsobligations hereunder shall becompletelyexcused, without liability toeitherParty, to the extent that such failure to perform results directly orindirectlyfrom "acts of God"(includingflood, 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 the Party.
6.7 Reporting.At reasonableintervals(aninany event, notlessfrequently than quarterly},DistributorwillprovidetotheCompanyinformationregardingProductssold,promotional activitiesorotherinformation reasonably requested bytheCompany.
VII.
TAXES AND EXPENSES
7.1Expenses.Charges.FeesandTaxes.Distributor will pay and discharge at its own expenseanyandallexpenses,charges,feesandtaxesarisingoutoforincidentaltothecarryingon ofitsbusiness,including, without limiting the generality of the foregoing, all worker's compensation, unemploymentinsuranceand social security taxes, sales, use, income, business and franchise taxes levied or assessed with respect to its business and/or employees,andDistributor willIndemnify,defend and save harmlesstheCompany againstany and all claims for suchexpenses,
charges, fees and taxes.
VIII.
INSURANCE, WARRANTIES AND INDEMNIFICATION
8.1 DutytoDefend,IndemnifyandHoldHarmless.Distributor agreestoindemnify,defend andholdharmlesstheCompany,itsofficers, employees, agents and representatives from and against any and all claims, causes of action, damages, claimsfor damages, liability, loss, cost or expense,includingreasonable attorneys' fees and expenses of litigation,arisingout of orinany way related to performance of this Agreement by Distributor, exceptclaimsarising from the sole gross negligence of theCompany.
Withoutlimitingtheforegoing, Distributor agrees toindemnify,defendandholdharmlessthe Company,itsofficers, agents, employeesandrepresentatives from any and all such claims, includingbut notlimitedto claims for property damage, bodilyinjury,lossof consortium. emotional distress or death, whether sustained orallegedto have been sustained by Distributor's employees, the Company's employees or anyotherperson orentity,andincludingbut not limited toclaims,injuriesor damages caused or alleged to be causedinwhole orinpart by the negligence, gross negligence or willful act or omission of Distributor or anyone for whose acts Distributor may be liable orlegallyresponsible. Distributor also agrees toindemnify,defend and hold harmless the Company,itsofficers, employees, agents and representatives from any and all such claims, whether or not they arise from or areallegedto be causedinpart by the negligence or gross negligence of the Company,itsagents, officers, employees, or representatives. However,Distributorshall not be obligated toindemnifythe Company against anyclaimarising from thesolegrossnegligenceof the Company.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 subsequent thereto.
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 GeneralU AbilityInsuranceand Automobile LiabilityInsurance,allinconformance with the requirements of thisAgreement.
The Company, shall be named as an additional insuredon each oftheabove-listedpolicies. Distributor shall provide the Company certificates ofinsuranceevidencing the existence and maintenance of each of thesepoliciesandthefact that the Company is affordedinsurancecoverage as an additionalinsuredunder each of the policies specified above.
Distributor's failure to provide said certificates ofinsurance,and the Company's failure toinsistthat such certificates be furnished toit,shall not relieve Distributor ofitsobligation to procureinsuranceas requiredherein.
Theinsurancerequired by this Section shall specificallyincludeand provide contractual liabilityinsurancecoveringDistributor'sobligations undertheindemnityprovisionsofthisAgreement assetforthin Section 8.1 above. Said insurance shall provideprimarycoverage to the Company, and any otherinsurancewhich may be available to the Company for anyclaim,loss orliabilityencompassed bythisAgreement shallbeexcess over the insurance required bythis Section.
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.
Allinsurancepolicies shall contain a provision that the coverages afforded thereunder shall not be canceled or not renewed, norrestrictivemodifications added, until atleastthirty (30) days afterpriorwritten notice has beengiventheCompany.
Intheevent DistributorfailstoobtainormaintainanyinsurancecoveragerequiredunderthisAgreement, the Company may atitsoption purchase such coverage and charge the expense thereoftoDistributororterminatethis Agreement.
8.3 LimitationsofDistributor's RemediesDistributor's sole and exclusiveremedy against the Company for defective Products or deficient services, as the case may be, shall be, at the option of the Company, the replacement 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 inconnection withthisAgreement or for any action taken or not taken by the Company inconnection herewith or conductrelatingthereto,undercontract, tort or any otherlegaltheory, shall notinclude,under any circumstance, any special,indirect,exemplary,punitive,incidentalorconsequentialdamagesnorlostprofits, lost revenues orlostopportunity costs
IX.
DEFAULT
9.1 Events of Default.Distributor shall be deemed to beindefault of the terms of this Agreement if anyoneof the following events ("Events of Default")occur:
| a) | Distributor attempts to dispose, assign orsub-licensethe rights, privileges andobligations created by this Agreement; |
| (b) | Distributor violates any of the terms and conditions of thisAgreement: |
| (c) | MajorityownershipofDistributorchanges; |
(d) Distributorshall file avoluntarypetitioninbankruptcy or take the benefit of anyinsolvencyact or be dissolved or adjudicated bankrupt orifa receiver shall be appointed for Distributor's business oritsassets and the appointment of such receiverisnot vacated within thirty (30) days after such appointment, orifDistributor shall make an assignment for the benefit of its creditors, oriftheinterestof Distributor passes by operation of law to any person or entity other thanDistributor:
(e) Distributor becomesinsolvent,regardless of howsaidInsolvencymay be evidenced;
(f) Distributor fails to pay the Company for the Products on a timely basis:
| (g) | Distributor fails to purchase Productswithin10businessdays of thesigningof this Agreement. Company mayimmediatelyTerminate this Agreement with no cure period needed;or |
| (h) | Distributor fails to achieve VolumeObjectives. |
9.2 Remedies.Uponthe occurrence of an Event of Default, the Company may give written notice to Distributor demanding that the condition of default be cured within ten (10) calendar days and,ifnot so cured, the Company,inaddition to any otherrightsor remediesitmay have, may do any one or more of thefollowing:
(a) Commence a collection action to recover all sums of money due, reservingtheright to recover for such other sums of money which may become due under this Agreement orotherwise;
| (b) | Commence an action to specifically enforce itsrightsunder this Agreement:or |
| (c) | Immediatelyterminate thisAgreement. |
9.3 Remedies Cumulative.Allrightsand remedies granted underthis Agreement shall be cumulative, and resort by the Company to any one remedy provided for hereundershallnot exclude or prevent the Company from pursuing any otherrightsand remedies provided under this Agreement or bylaw.
9.4 Attorneys'Fees.If the Company orDistributorbrings an action to enforce or assertanyrightgrantedpursuanttothisAgreement and is successfulinsuch action, the unsuccessful partyshallpayallreasonablecostsandexpenses,includingreasonableattorneys'fees,incurred by thesuccessfulpartyin exercising itsrightsandremedieshereunder.
X.
TERM
10.1 Term,ThisAgreement shall commence on the date ofitsexecution and shall continueinfullforceandeffectforaperiodofone(1)yearthereafter,(the"Primary Term"), unless soonercanceledor terminated as providedin this Agreement. Atthe end of thePrimary Term,andattheend of eachyearthereafter (each suchyear being a"RenewalTerm"),thisAgreement shall beautomatically renewed for asuccessiveone-yearperiod providedthe Distributor hascomplied withalltermsandconditionsofthisAgreement. Notwithstandinganythingcontainedherein tothe contrary, either partymayterminate this Agreement atanytime by writtennotice totheother party provided aminimum of sixty (60) days' notice, or earlier if specifically stated herein.
10.2 Termination.IntheeventthatthisAgreementisterminatedasprovidedforhereinor isnotrenewedin accordancewith Section 10.1, neither theCompany norDistributor shall haveany claim or right against the other as a result thereof, and neither shall haveany further responsibility for the performance of any term,provision. or condition of the Agreementexcept as contained in the last sentence of Section 1.2, and Sections2.1, 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, 12.9and 12.10,or exceptas resulting from action or inaction during the term of this Agreement or relating to the payment of outstanding monies owned to the Company orDistributor, as the case may be.
XI.
ASSIGNMENT
11.1Assignment.ThisAgreementispersonalastotheCompanyandDistributor.Therights,dutiesandobligationspursuant tothisAgreement cannot be transferred,assigned,pledged.madesubject toa securityinterest,orotherwise disposed of by eitherthe Companyor Distributor in whole or in part.
XII.
MISCELLANEOUS
12.1 PurchaseOrders I Invoices.Company requires a 100% Payment made for theProductspriortoshipment.
12.2 Notice.All notices, consents, waivers, and other communications under this Agreement must beinwriting and will be deemed to have beendulygiven (a) when delivered by hand(withwritten confirmation of receipt), (b) three (3) days after being depositedInthe mails, if sent by certified mail, with return receipt requested, (c) upon confirmed receipt, if sent 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 overnightdeliveryservice (receipt requested) specifying next day delivery, or (e) same day if sentviae-mail,Ineach 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 other parties).
12.3 NoPartnership,JointVenture.Franchise.Employer/Employee Relationship.Itis understood and agreed that Distributor is anindependentcontractor, and this Agreement andthe relationshipcreated herebyshallnotbeconsidered to bea partnership,jointventure, franchise,or an employer/employeerelationship, andneither the Company norDistributorshall havethe rightor authorityto represent the other inanycapacity orto transactany businessor incur any obligations, contractual orotherwise for, in the name of,oronbehalfoftheother, unless otherwise authorized to do so in writing. Therelationshipbetweenthe Company andDistributor shallbe that ofsupplierand
purchaser.
12.4 Authority to Enter intoAgreement.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 anyright,power or remedy shall operate as a waiver thereof, nor shall anysingleor partial exercise of any suchright,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 beinwriting signed by the Company andDistributor.
12.6 Governing Law and Jurisdiction.This Agreement shall be governed and interpretedinaccordance with thelawsof the State of Texas. Distributor hereby consents to service of process in,and to the sole and exclusive jurisdiction of the state or federal courts of Dallas County, Texas with respect to any disputes of any nature whatsoever which may arise between the Company and Distributor relating to the rights and obligations under thisAgreement.
| 12.7 | Confidentiality.During the Primary Term and any Renewal Term and for thethree |
(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,clientdevelopment (including customer and prospectlists),sales activities and procedures, promotional and marketing techniques, pricing, marketing or business plans and strategies, financing, development and expansionplansand credit and financial data concerning customers and suppliers and all other business informationinvolvingeither party (all collectively, the "Confidential Information") strictly confidential, andneitherthe Company nor Distributor will make, or cause or permit to be made, any disclosure of any such ConfidentialInformationto any person (it being understood, however, thatinany event such Confidential Information may be disclosed on a confidential basis to the parties' respective employees and professional advisers who have a need to know suchinformation).
12.8 Entire Agreement.This Agreement, which incorporates herein by referenceSchedules"A"and"B",constitutestheentire,completeandexclusivestatementofthetermsof theagreementbetweenthepartieswithrespecttothesubjectmatterhereofandsupersedesandcancels any prior agreements, understandings, covenants, promises, assurances, course ofdealingor 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 beImpliedas a matter of law, interpretation, coarse of performance or conductofthe parties.Neitherthis Agreement noranyprovision hereofmay be amended, waived or modified except by writtenInstrumentsigned after the date hereof by all parties hereto and expresslystatingtherein that suchinstrumentisintended as an amendment,modification or waiver hereof.
12.9 Severability.Ifany 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 provisionshereof.
12.10 0Benefited Parties.This Agreement shall bebinding upon andInureto the benefit of any permitted purchasers, successors or assigns oftheCompanyand Distributor.
INWITNESS WHEREOF, this Agreement has been executed on this 30th day of July, 2015.
THE COMPANY
TOTALLY HEMPCRAZY,INC.
By: /s/Tom Shuman
Print name:Tom Shuman
Its: PresidentICEO
DISTRIBUTOR:
By: /s/Shawn Burkel
Print Name: Shawn Burkel
Title: President/CEO
Addresses:
TOTALLY HEMP CRAZY, INC
9101 LBJFreewayISuite200 Dallas, TX75243
Attn: TomShumanTitle:CEOIPresident
Phone: 214-212-5006
E-mail: Tom@TotallyHempCrazy.com
M & S Up North Distributing
| | 120 2nd Ave SW Suite 5 Roseau, MN 66751 |
Attn: Shawn Burkel
Title: President/CEO
Phone: 218-242-0604
Email: mandsupnorth@mncable.net
SCHEDULE A
TERRITORY GRANTED
The TerritorysetforthforthisAgreementencompassesthecountiesof_Seebelow, State of Iowa
Polk County 459,862
Linn County 217.751
Scott County 171.387
Johnson County 142,287
Black HawkCounty 132.89
Woodbury County 102.271
Dubuque County 96.370
Story County 94.073
Pottawattamie County 93,128
Dallas Country 77.400
Clinton County 48.051
Warren County 47,956
Cerro Gordo Country 43,254
Muscatine County 42,903
Marshall County 40,866
Des Moines County 40.255
Webster County 36.955
Jasper County 36,872
Lee County 35,285
Wapello County 35,212
Sioux County 34,681
Marion County 33,365
Boone County 26,433
Benton County 25,680
Plymouth County 24,874
Bremer County 24,721
Mahaska County 22,370
Washington County 22,070
Buchanan County 21,038
Winneshiek County 20,768
Buena Vista County 20,578
Carroll County 20,562
Jones County 20,454
Fayette County 20,343
Henry County 20,217
Jackson County 19,482
Poweshiek County 18,668
Cedar County 18,411
Clayton County 17,692
Tama County 17,451
Delaware County 17,398
Jefferson County 17,325
Hardin County 17,311
Crawford County 17,228
Dickinson County 16,935
Clay County 16,515
Iowa County 16,375
Floyd County 16,077
Madison County 15,609
Page County 15,496
Kossuth County 15,222
Hamilton County 15,117
Butler County 15,006
Mills County 14,831
Harrison County 14,324
O’Brien County 14,056
Allamakee County 14,038
Cass County 13,448
Wright County 12,840
Appanoose County 12,661
Union County 12,516
Grundy County 12,375
Chickasaw County 12,264
Shelby County 11,948
Cherokee County 11,836
Lyon County 11,683
Louise County 11,161
Hancock County 11,026
Mitchell County 10,779
Guthrie County 10,722
Winnebago County 10,559
Franklin County 10,436
Montgomery County 10,421
Keokuk County 10,231
Sac County 10,035
Emmet County 9,990
Calhoun County 9,866
Humboldt County 9,640
Howard County 9,449
Clarke County 9,217
Greene County 9,200
Palo Alto County 9,099
Monona County 8,996
Davis County 8,781
Lucas County 8,701
Decatur County 8,263
Monroe County 8,001
Worth County 7,624
Van Buren County 7,468
Adiar County 7,454
Pocahontas County 7,138
Ida County 7,042
Fremont County 7,022
Wayne County 6,395
Osceola County 6,218
Taylor County 6,143
Audubon County 5,794
Ringgold County 5,051
Adams County 3,875
Total Population 3,107,12
SCHEDULE B
PRODUCTS. PRICE & PAYMENTTERMS
| PRODUCTS: | ROCKY MOUNTAINHIGHHEMPENERGYDRINKROCKY MOUNTAINHIGHHEMPICEDTEA ROCKYMOUNTAINHIGHHEMP LEMONADE ROCKY MOUNTAINHIGHHEMP COCONUTLIME |
RIGHTOF FIRST REFUSAL ON NEWBEVERAGE PRODUCTS PACKAGESIZE:12 PACK /12oz. SLIM-LINE CANS PERCASE
FOB COMPANY WAREHOUSEPRICINGTODISTRIBUTOR:
$ 12.00 PER CASEIMINIMUM ONE (1) PALLET*
208 CASESIPALLET
20 PALLETS PER TRUCKLOADICONTAINER LOAD 4,160 CASES PER TRUCKLOADICONTAINER LOAD
| * | MinimumOrder perSKUisone(1)palletINO"mixedpallets"ofall4products. |
VOLUME OBJECTIVE
DISTRIBUTOR HAS THE FOLLOWINGVOLUMEREQUIREMENTS:
Purchase of_20_palletsoftheProductsperquarterbeginning7/8/2015.
COOPERATIVE MERCHANDISING FUND
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.
THCZ STOCK
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 requires a 100% Payment made for the Products prior to shipment.
SCHEDULE B
REVISED for Iowa
10 /22/15
PRODUCTS, PRICE&PAYMENTTERMS.
| PRODUCTS: | ROCKY MOUNTAIN HIGH HEMPENERGYDRINK ROCKY MOUNTAIN HIGH HEMP ICED TEA ROCKY MOUNTAIN HIGH HEMP LEMONADE ROCKY MOUNTAIN HIGH HEMP COCONUT LIME ROCKY MOUNTAIN HIGH HEMP MANGOENERGY |
PACKAGE SIZE:12 - PACK / 12 oz. SLIM-LINE CANS PERCASE
FOB COMPANY WAREHOUSE PRICING TO DISTRIBUTOR:
$ 12.00PER CASEIMINIMUM ONE (1) PALLET*
208 CASESIPALLET
20 PALLETS PER TRUCKLOADICONTAINER LOAD 4,160 CASES PER TRUCKLOADICONTAINER LOAD
| * | Minimum OrderperSKU isone(1)palletINO"mixedpallets"ofall4products. |
VOLUME OBJECTIVE
DISTRIBUTOR HAS THE FOLLOWING VOLUME REQUIREMENTS:
Purchase of twenty (20) pallets of the Products per quarter beginning 10I22/2015.
COOPERATIVE MERCHANDISING FUND
Company will place $.50Icase for each case ordered by the Distributor into a Cooperative MerchandisingFund.Thistotal$.50IcaseCooperativeMerchandising Fundmay beusedby theDistributorfor"mutuallyagreedupon"promotional activitiessuchasPOSMaterials,truck graphics, pricepromotions,etc.
THCZ STOCK
Distributor will receive from Company one (1) share of restricted THCZ common stock for each case of the Products purchased from the Company in2015.
TERMINATION WITHOUT CAUSE BUYOUT
In case of Company Termination of this Agreement without “Cause”, the Company will pay the Distributor $6.00 per case for each 12-pack case of the Products purchased from the Company during the most recent 12 months.
PAYMENT TERMS
Company requires a 100% Payment made for the Products prior to shipment
