DISTRIBUTORSHIP AGREEMENT
BY AND BETWEEN
TOTALLY HEMPCRAZY,INC.
("COMPANY") .
AND
M & S Up North Distributing("DISTRIBUTOR")
WISCONSIN
LIST OF SCHEDULES
SCHEDULE A TERRITORY
SCHEDULE B PRODUCTS, PRICE, AND TERM
DISTRIBUTORSHIP AGREEMENT
THIS DISTRIBUTORSHIPAGREEMENT(hereinafter referredtoasthe"Agreement")ismadeandentered into by and between ROCKY MOUNTAINHIGHBRANDS,INC.a Nevada corporation, located at 9101 LBJ Freeway, Suite 200, Dallas, TX 75243 (the "Company"), and M & S Up North Distributing, a Minnesota corporation, located at 120 2nd Ave SW Suite 5 Roseau, MN 56751 (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 Company holds certain property rights, including, but notlimitedto, rights to trade names, trademarks, service marks, logos, formulas, patents and copyrights (hereafter referred to collectively asthe "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 obligationscontainedherein,andtheperformancethereof,the parties,intendingtobelegallybound, agreeasfollows:
I.
RIGHT TO SELL WITHIN THE TERRITORY
1.1 Grant of Right to Distributor.The Company grants to Distributor the right, subject to Section 1.3 hereof, in the Territory describedinand attached hereto asSchedule "A"(the "Territory"), to sell those products in the containers listed and described inSchedule "B"hereto (the "Products"). Distributor may sell accounts within the Territory to the extent permitted in Section 1.4 hereof.
1.2 Acceptance of Right to Distribute.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 use its best efforts to solicit, promote, increase or cause to be increased the sales of the Products in the Territory. Distributor shall maintain sufficient 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 theTerritory.
1.3 Sales within the Territory and the Parties’ Reserved Rights.The Company reserves the right to sell the Products, or to grant the right to other Distributors to sell the Products, inside or outside of the Territory. The Company may sell within the Territory via the Internet and the Company may sell within the Territory, any item not listed onSchedule“B".
1.4 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 onlyifsuchwholesalerresellstheProductsforDirectDeliverywithintheTerritory.Distributormaysell Products outside the Territory upon the reasonable written request to the Company, and upon such commercially reasonable terms as the parties mayagree.
1.5 Right of First Refusal.The Company grants to Distributor a qualified right of first refusal, within the Territory only, to be the distributor of any new beverage Productsintroducedinto the market by the Company. Distributor must exercise this right within 60 days of official Company Product launch into the marketplace by sending a written acceptance to the Company. This acceptance must be accompanied with a written plan showing the Company how the Distributor has orwillgainthecapabilitytodistribute,marketandpromotethenewProducts,andthatDistributorhas all licenses and other required documentation necessary to distribute the new Products in the Territory. The Company has sole discretion as to whether or not Distributor is qualified to distribute the newProducts.
1.6 Exclusivity of Products.Distributor agrees that in order for this Agreement tobecome and remain effective, Distributor will not market, promote, sell or otherwise distribute in any manner whatsoever, any hemp infused beverages or other products related thereto, other than those of the Company. A breach of this section by Distributor may result in immediate termination of this Agreement at Company'soption.
1.7 Volume Objective.Distributor must purchase Product quantities as set forth in ScheduleB.
II.
TRADEMARKS
2.1Ownership of Trademarks and Use ThereofbyDistributor.Distributor acknowledges the Company's exclusive right, title and interest in and to the Trademarks. Distributor is only authorized to use point of sale (POS) items, banners, artwork, wearable’s and any other materials of any nature whatsoever containing, displaying or utilizing any of the Company's Trademarks, images or graphic artwork which are delivered by the Company to Distributor, at Distributor's cost, which may be derived in part from the Cooperative Merchandising Fund set forthin
3.3 herein.Distributorshallnotcreate,develop,marketorsellanyoftheseitemsontheirownwithout written permission from theCompany.
2.2 Defense of Licensed Rights and Trademarks.Distributor agrees to timelynotifythe Companyofanyclaimoraction,orthreatenedclaimoraction,forinfringementorallegedinfringement 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 undertaken in support of Distributor in the Territory. Distributor agrees to cooperate fully with the Companyinany Trademark or patent infringement action by or against theCompany.
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 which is likely to be confused with the Trademarks.
2.4 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 of its other property, but only consistent with 2.1 above. Any requests forvariations ofcolorsandgraphicsusedbyDistributordepictingtheTrademarksorotherintellectual property of the Company must be consistent with the styles and formats specified by the Company and must be approved by the Companyinwriting prior to use byDistributor.
3.2 Advertising Requirements I Restrictions.Distributor must have written Company approval all of its advertising, sales, marketing and promotional material in which any of theProducts are mentioned. Distributors utilizing any of the Company Trademarks, must use the appropriate trademark notices, copyright notices and trademark designations. Distributor shall maintain a prominent "Website" advertisement and listing of the Products offered by it. The content of this website shall be subject to review and approval by theCompany.
3.3 Cooperative Merchandising Fund.Company will place $.50Icase for each case ordered by the Distributor into a Cooperative Merchandising Fund. This total $.50IcaseCooperative MerchandisingFund maybeusedbytheDistributorfor"mutually agreed upon" promotionalactivities such as POS Materials, truck graphics, price promotions,etc.
3.4 Approval.Distributor agrees that all advertising and sales and promotional materials (hereinaftercollectively referredtoas"Advertising")inwhich anyoftheProductsarementionedand/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 relatedmatters.
IV.
DISTRIBUTION OF THE PRODUCTS
4.1 Solicitation of Accounts.Distributor will proactively solicit accounts and promote the ProductsthroughouttheTerritory forsalesoftheProductsandwillmaintainregular routestoservice same.
4.2 Servicing.Distributor shall service all of its accounts with such frequency as is reasonablynecessarytokeepthemfullysuppliedwith, andsatisfyfullythedemandfor,theProducts in the Territory and shall maintain an adequate supply of the Products to promptly meet and satisfy fully the demands for the Products within the 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 ofitsfacilities and equipment used inthesale,storage,transportation anddistributionof theProductsinaclean,wholesomeandsanitary condition. Company personnel mayinspectstorage and other facilities of Distributor (owned or leased) atany time during normalworking hours upon reasonable notice.
5.2 Rotation.Distributor recognizes the shelf life of the Products, and acknowledges that rotation ensures maximum quality. Distributor agrees to take all reasonable steps necessary to see thatall such Productssoldbyitareproperly rotatedinconformitywiththedatestampedonthelabels of the containers. Distributor agrees that it will not store the Products outside, unprotected from temperature fluctuations and theelements.
5.3 Qualityof the Products.The Company agrees that it will use its commercially reasonable,goodfaitheffortstomaintainthehighqualityofallof ProductsdeliveredtoDistributor.
VI.
PRICING AND DELIVERY OF THE PRODUCTS
6.1 Supply of Products; Pricing.The Company will supply Distributor with the Products at the prices and on the payment terms listed on Schedule “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 fromDistributor.
6.2 Ordering Procedures.Distributor shall submit to the Company firm purchase orders in accordance withSchedule "B"in advance of the delivery dates specified. A purchase order may besubmittedandacceptedinwriting, byfaxorbye-mail.Allpurchaseordersshallspecifythequantity 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 type of Product set forth therein at the purchase price then in effect on the date the Company receives the purchaseorder.
6.3 Delivery.Distributor shall pick up Products at the Company's warehouse. Title to the Products and risk of loss shall pass to Distributor upon pick-up at the Company's warehouse by Distributor, independent carrier or another thirdparty.
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 pick up at Company's warehouse. 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 upontheirreceipt byDistributor.TheCompanyshallnotberesponsiblefor,andDistributor shall indemnify, defend and hold the Company wholly harmless from, any damages, loss, claim, liabilityor expenseofany customer of Distributor caused, in whole orin part,by a damaged container. The Products will be deemed received free of defects unless (I) any patent defects in the Products are noted on the delivery receipt at the time of delivery to Distributor and immediate written 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 toitscustomers. 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 maytherebybreachthetermsofthisAgreement.
6.6 Force Majeure.The failure by either Party to perform its obligations hereunder shallbe completely excused, without liability to 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 orsupplies; directorindirectacts,ordersorregulationsofanygovernmentalbody;oranyothercauses beyond the reasonable control of theParty.
6.7 Reporting.Atreasonable intervals (aninanyevent,notlessfrequentlythanquarterly), Distributor will provide to the Company information regarding Products sold, promotional activitiesor otherinformationreasonablyrequestedbythe Company.
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 carryingon of its business, including, withoutlimitingthe generality of the foregoing, all worker's compensation, unemploymentinsuranceandsocialsecuritytaxes,sales,use,income,businessandfranchisetaxes levied or assessed with respect to its business and/or employees, and Distributor will indemnify, defendandsaveharmlesstheCompanyagainstanyandallclaimsforsuchexpenses,charges,fees andtaxes.
VIII.
INSURANCE, WARRANTIES AND INDEMNIFICATION
8.1 Duty to Defend,Indemnifyand Hold Harmless.Distributor agrees to indemnify, defendandholdharmlesstheCompany,itsofficers,employees,agentsandrepresentativesfromand against any and all claims, causes of action, damages, claims for damages, liability, loss, cost or expense, including reasonable attorneys' fees and expenses of litigation, arising out of or in anyway related to performance of this Agreement by Distributor, except claims arising from the sole gross negligenceofthe Company.
Without limiting the foregoing, Distributor agrees to indemnify, defend andholdharmless the Company,itsofficers,agents,employeesandrepresentativesfromanyandallsuchclaims, including but not limited to 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 notlimitedto 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 be liable or legally responsible.Distributoralsoagreestoindemnify,defend andholdharmless theCompany, its officers, employees, agents and representatives from any and all such claims, whether or not they arise from or are allegedtobecausedinpartbythe negligence orgross negligenceofthe Company, itsagents, officers, employees, or representatives. However, Distributor shall not be obligated to indemnify the Company against anyclaimarisingfromthesole gross negligenceof the Company.
The foregoingindemnity,defenseandholdharmlessobligationsshallapplytoallsuchclaims, losses or liabilities, whether such claims arise from Products acquired by Distributor from the CompanypriortotheexecutionofthisAgreementorsubsequentthereto.
8.2 InsuranceCoverage.Distributor further agreestoprocureandmaintain,atitssolecost and expense from an insurance carrier reasonably acceptable to the Company, Comprehensive General Liability Insurance and Automobile Liability Insurance, all in conformance with the requirementsofthisAgreement.
The Company, shall be named as an additional insured on each of the above-listed policies. Distributor shall provide the Company certificates ofinsuranceevidencing the existence and maintenanceofeachofthesepoliciesandthefactthattheCompany isafforded insurance coverage asanadditionalinsuredundereachofthepolicies specified above.
Distributor's failure to provide said certificates of insurance, and the Company's failure to insist that such certificates be furnished to it, shall not relieve Distributor of its obligation to procure insurance as requiredherein.
The insurancerequiredbythisSectionshallspecificallyincludeandprovidecontractualliabilityinsurance covering Distributor's obligations under the indemnity provisions 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 bythisAgreementshallbeexcess overthe insurance requiredby this 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, 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,theCompanymayatitsoptionpurchasesuchcoverage andchargetheexpensethereof toDistributororterminatethisAgreement.
8.3 Limitations ofDistributor’s RemediesDistributor’s sole andexclusive remedy 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 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 otherlegaltheory, shall not include, under any circumstance, any special, indirect, exemplary, punitive, incidental or consequential damages nor lost profits, lost revenues or lost opportunitycosts
IX.
DEFAULT
9.1 Events of Default.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 thisAgreement;
| (c) | Majority ownership of Distributorchanges; |
(d) Distributor shall file a voluntary petition in bankruptcy or take the benefit of any insolvencyactorbedissolvedoradjudicated bankrupt orifareceivershallbeappointed for Distributor's business or its assets and the appointment of such receiver is not vacated within thirty (30) days after such appointment, orifDistributor 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 thanDistributor;
(e) Distributor becomes insolvent, regardless of how said insolvency may be evidenced;
| (f) | Distributor fails to pay the Company for the Products on a timelybasis; |
| (h) | Distributor fails to achieve VolumeObjectives. |
9.2 Remedies.Upon the occurrence of an Event of Default, the Company may givewritten notice to Distributor demanding that the condition of default be cured within ten (10) calendar days and,ifnot so cured, the Company, in addition to any other rights or remedies it may have, may do any one or more ofthe 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 due under this Agreement orotherwise;
| (b) | Commence an action to specifically enforce its rights under this Agreement;or |
| | (C) | Immediately 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 orprevent the CompanyfrompursuinganyotherrightsandremediesprovidedunderthisAgreement 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 of its 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. Notwithstanding anything contained herein to the contrary, either party may terminate this Agreement at any time by written notice to the other party provided a minimum of sixty (60) days’ notice, or earlier if specifically statedherein.
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 claimorright againsttheotherasaresultthereof,andneithershallhaveanyfurtherresponsibilityfor the performanceofanyterm,provision,orconditionoftheAgreementexceptascontainedin the last sentence of Section 1.2, and Sections 2.1, 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, 12.9 and 12.10, or except as resulting from action orinactionduring 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
11.1Assignment.This 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 inpart.
XII.
MISCELLANEOUS
12.1 Purchase Orders I Invoices.Company requires a 100% Payment made for the Productspriortoshipment.
12.2 Notice.Allnotices, consents, waivers,andothercommunicationsunderthisAgreement mustbeinwritingandwillbedeemed to havebeen 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, if sent by facsimile transmission during normal business hours ofthe receiving party ona businessday, (d)one (1) dayafter 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 other parties).
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, andneitherthe Company nor Distributor shall have the right or authority to represent the other in any 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 of supplier andpurchaser.
12.4 Authority to Enter into Agreement.The Company and Distributor affirm that theyare validly constituted corporate entities with full right, power and authority to enterintothis Agreement andtoperformtheirrespectiveobligationshereunder.
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 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 this Agreement.
12.7 Confidentiality.During the Primary Term and any Renewal Term and for the three (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,eitherparty'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 and suppliers and all other business information involving either party (all collectively, the "Confidential Information") strictly confidential, and neither the Company nor Distributor will make, 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 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",constitutes theentire,complete andexclusivestatement ofthetermsofthe agreementbetweenthepartieswithrespectto thesubject matterhereof 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 provisionhereof maybe amended, waivedor modified except by written instrument signed after the date hereof by all parties hereto and expressly stating therein that such instrument is intended as an amendment, modification or waiverhereof.
12.9 Severability.If any terms or provisions of this Agreement are deemed to be invalid or unenforceable, such determination shall not affect the validity or enforceability of the remaining terms and provisionshereof.
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 andDistributor.
IN WITNESS WHEREOF, this Agreement has been executed on this 26th day of October, 2015.
THE COMPANY
Rocky Mountain HighBrands,Inc.
By: /s/Tom Shrman
Print Name: Tom Shuman
Title: President/CEO
DISTRIBUTOR
M&S Up North Distributing
By: /s/Shawn Burkel
Print name: Shawn Burkel
Title: President/CEO
Addresses:
Rocky Mountain High Brands, Inc. 9101 LBJ FreewayISuite 200
Dallas, TX 75243 Attn: Tom Shuman Title: CEOIPresident Phone:214-212-5006
E-mail:Tom@RockyMountainHiqhBrands.com
M & S Up North Distributing
120 2nd Ave SW Suite 5
Roseau, MN 56751
Attn: Shawn Burkel Title: PresidentI/CEO Phone: 218-452-0936
E-mail:mandsupnorth@mncable.net
SCHEDULE A
TERRITORY GRANTED
The Territory set forth for this Agreement encompasses all of the counties in the State ofWisconsin.
SCHEDULEB
PRODUCTS. PRICE& PAYMENT TERMS
| PRODUCTS: | ROCKY MOUNTAIN HIGH HEMPENERGYDRINK ROCKY MOUNTAIN HIGH HEMP ICED TEA ROCKY MOUNTAIN HIGH HEMP LEMONADE ROCKYMOUNTAINHIGH HEMP COCONUT LIME ROCKY MOUNTAINHIGH HEMP MANGOENERGY |
PACKAGE SIZE:12 - PACKI12 oz. SLIM-LINE CANS PERCASE
FOB COMPANY WAREHOUSE PRICING TO DISTRIBUTOR:
$ 12.00 PER CASEIMINIMUM ONE (1) PALLET
208 CASESIPALLET
20 PALLETS PER TRUCKLOADICONTAINER LOAD 4,160 CASES PER TRUCKLOADICONTAINER LOAD
*Minimum Order per SKU is one (1) palletI NO "mixed pallets" of all 4 products.
VOLUME OBJECTIVE
DISTRIBUTOR HAS THE FOLLOWING VOLUME REQUIREMENTS:
Purchase of twenty (20) pallets of the Products per quarter beginning 10I26 /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 usedby 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.
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
