DISTRIBUTORSHIPAGREEMENT
Byand between
TOTALLYHEMPCRAZY,INC.
("COMPANY")
AND
NORTH TEXAS MOUNTAIN VALLEY WATER CORPORATION
("DISTRIBUTOR")
LIST OF SCHEDULES
SCHEDULE A SCHEDULE B
TERRITORY
PRODUCTS, PRICE AND PAYMENT TERMS
DISTRIBUTORSHIP AGREEMENT
THIS DISTRIBUTORSHIP AGREEMENT(hereinafter referred to as the "Agreement") is made and entered into by and betweenTOTALLY HEMP CRAZY, INC.,a Nevada corporation, located at 10440 Markison Road, Dallas, TX 75238 (the "Company"), andNORTH TEXAS MOUNTAIN VALLEY WATER CORPORATIONa Texas Corporation, located at 2109 Luna Road, Suite 100, Carrollton, TX 75006 (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 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 obligations contained herein, and the performance thereof, the parties, intending to be legally bound, agree as follows:
I.
RIGHT TO SELL WITHIN THE TERRITORY
1.1GrantofRighttoDistributor.TheCompany grantstoDistributortheright,subjectto Section 1.3 hereof,inthe Territory describedinand attached hereto asSchedule "A"(the"Territory"),tosellthoseproducts in the containerslistedand describedinSchedule"B"hereto (the "Products").Distributor may sell accountswithin the Territoryto the extent permitted in Section
1.4 hereof.
1.2 AcceptanceofRight to Distribute.Distributor hereby accepts the right tosellthe Products within the Territory and agrees to exercise such rightsinaccordance with the terms of this Agreement.Distributorfurther agrees thatitwill useitsbest efforts to solicit, promote,increaseor cause to beincreasedthe sales of the Productsinthe Territory. Distributor shall maintain sufficient personnel, delivery and distribution facilities, and equipment and vehicles to ensure thatithas the capacity and capability to deliver the Productsinsufficient quantities to fully satisfy the demand for the ProductsintheTerritory.
1.3 Sales within the Territory and the Parties' Reserved Rights.The Company reserves therightto sell the Products, or to grant therightto sell the Products, outside of the Territory. The Company will not knowingly compete withDistributorfor sales within theTerritory (except via the Internet), but the Company may sell within the Territory, any item not listed onSchedule "B".
(exceptviatheInternet),buttheCompanymaysellwithin theTerritory,any item notlistedonSchedule "B".
1.4 Restriction on Distributor's Sales Outside of the Territory.Nothing herein shall be deemed to grant Distributor theright,or otherwise permit Distributor, to sell the Products outside of the Territory.Distributorshall not sell any Products outside the Territory, nor shall Distributor sell any Productsinthe Territory to a wholesaler, retailer or otherwise which are ultimately shipped outside the Territory. Distributor may sell to wholesalers within the Territory, butonlyif such wholesaler resells the Products for Direct Delivery within the Territory.Distributor may sell Productsoutsidethe Territory upon the reasonable written request to the Company, and upon such commerciallyreasonabletermsasthepartiesmayagree.
II.
TRADEMARKS
2.1 Ownership of Trademarks and Use Thereof by Distributor.Distributoracknowledges the Company's exclusive right, title andinterestinand to the Trademarks. Whenever Distributor uses the Trademarksinconnection with the sale of the Products,itwill clearlyindicatetheCompany'sownershipofsuchTrademarksastheCompanysoindicates.
2.2 Grant of License to Use Trademarks.The Company grants to Distributor a revocable, non-exclusive, non-transferablerightand license during the term ofthisAgreement to use the Trademarksinthe Territoryinconnection with thesaleof the Products. Thisrightand license may be revoked or restricted by the Company if at any time the Company reasonably determinesinits sole discretion thatitis necessary or appropriate todoso to protect the Trademarks.
2.3 Defense of Licensed Rights and Trademarks.Distributoragrees to timely notify the Company of any claim or action, or threatened claim or action, forinfringementor allegedinfringementof any Trademarks, patents or trade secrets made againstitor the Company due toitsexercise of anyrightsgranted under this Agreement oractivitiesof the Company undertaken in support ofDistributorintheTerritory.Distributor agrees to cooperate fullywith the Companyin any TrademarkorpatentinfringementactionbyoragainsttheCompany.
2.4 Cessation of Use of Trademarks.Upon termination of this Agreement, Distributor shallimmediatelycease all use whatsoever of the Trademarks and shall not thereafter use the Trademarks or adopt any other designation similar to or whichislikelyto be confused with the Trademarks.
2.5 Compliance with Laws.Distributor shall comply with all applicablelaws,regulations andordinances pertainingtotrademarks,atalltimeswhenusingtheTrademarks.
III.
ADVERTISING
3.1 SubstanceofAdvertising.Initsadvertising,Distributorshallrepresentthatithasthe Productsavailableforsalealongwiththeotheritemsandservicesthat itoffers,providedthat itdoes
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. 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 use by Distributor.
3.2 Advertising Requirements I Restrictions.Distributor shallincludeinitsadvertising and sales and promotional materialinwhich any of the Products are mentioned and/or any of the Trademarks are used the appropriate trademarknotices,copyrightnoticesand trademark designations. Distributor shallmaintaina prominent "Website" advertisement andlistingof the Productsoffered byit.
3.3 cooperative Merchandising Fund.Company willplace$.25 / case from each case ordered by theDistributorinto a Cooperative Merchandising Fund, and matchitwith $.25Icase from the Company. This total $.50Icase 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 andsalesand 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 to thepriorwritten approval of the Company,saidapproval not to be unreasonablywithheld.
3.5 Sales and Service Telephone Numbers.Distributor shall use andpublicizetoitscustomers 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 Internetsite,and may link to "TOTALLYHEMPCRAZY. COM" as a source for new customers andrelatedmatters.
IV.
DISTRIBUTIONOF THEPRODUCTS
4.1 Solicitation of Accounts.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 ofitsaccounts with such frequency asisreasonably necessary to keep them fully supplied with, and satisfy fully the demand for, the Productsinthe Territory and shall maintain an adequate supply of the Products promptly to meet andsatisfyfullythedemandsfortheProductswithintheTerritory,including,butnotlimitedto,peak seasonaldemands.
V.
QUALITY CONTROL
5.1 Cleanliness Standards.Distributor shall comply with all ordinances,lawsand regulations pertaining to thesale,storage, transportation and distribution of the Products and the operation ofitsfacilities. 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 ofDistributor(ownedorleased)atanytimeduringnormalworkinghours uponreasonablenotice.
5.2 Rotation.Distributorrecognizes thelimitedshelf 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 rotatedinconformitywiththe date stamped on the labels of the containers.Distributoragrees thatitwill not store the Products outside,unprotected fromtemperaturefluctuationsandtheelements.
5.3 Quality of the Products.The Company agrees thatitwill use its commercially reasonable,goodfaitheffortstomaintainthehighqualityofallofProductsdeliveredtoDistributor.
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 onSchedule "B"or as otherwise may be mutually agreed between the Company andDistributorinwriting. The Company requires a 100% Payment made for the Products prior to shipment. The Company mayincreasesuchpricesuponsixty(60) days written notice to Distributor. The Company will useitscommercially reasonable, good faith efforts to supply the Productsinthe quantities requested by Distributor and as promptly as commerciallyandreasonablypracticableafteranorderisreceivedfromDistributor.
6.2 Ordering Procedures.Distributor shall submit to the Company firm purchase ordersinaccordance withSchedule "B"inadvance of the delivery dates specified. A purchase order may be submitted and acceptedinwriting, by fax or by e-mail. All purchase orders shall specify thequantityand type of Product, the requested delivery date, thedelivery point(s),and any other specialinstructionswith regard to shipping, packaging or delivery. All purchase orders received by the Company shall constitute Distributor'sbindingcommitment to purchase the quantity and type of Product set forth therein at the purchasepricethenineffecton the date the Company receives the purchaseorder.
6.3 Delivery.Distributormay obtaindeliveryofProductsattheCompany'swarehouseor at Distributor's warehouse.Titleto the Products andriskoflossshall pass to Distributor(i)upon pick-upat theCompany'swarehouse by Distributor, independentcarrieroranotherthirdparty,or(ii) if employees of the Company,or a third party, deliver the Products to the Distributor's warehouse, then at the time the Productsare delivered at Distributor's warehouse.
6.4 InspectionofProducts.Distributorwill only be required to pay for the Products which areprovidedto Distributor free of defects at the time of delivery. Auditors of Distributor shall promptly andimmediately inspectall containers for damage and shall not accept any containers that do not pass thatinspection.The Company willeithernot 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 duringitspromptinspectionof such containers upon their receipt by Distributor. The Company shall not be responsible for, andDistributorshallindemnify,defend andholdthe Company wholly harmless from, any damages,loss,claim,liability or expense of any customer ofDistributorcaused,inwhole orinpart, by a damaged container. The Products will be deemed received free of defects unless(i)any patent defectsinthe Products are noted on thedeliveryreceipt at the time of delivery toDistributorandimmediatewritten notice thereofisprovided to the Company, or(ii) theCompanyisnotifiedinwriting orinany manner acceptable to the Company within thirty (30) days after delivery of any of theProductscontaininglatentdefects. The Company will not be responsible for damages occurring during shipment to theDistributorat Distributor's warehouse or during delivery by Distributor, at its customers' premises, during return fromthe Customer toDistributor,orduring thereturnfromDistributortotheCompany.
6.5 Price Levels.The Company may from time to time suggest to Distributor thepricesat which Productsmightbe sold by Distributor toitscustomers. Such suggested retails are advisory only and non-binding on Distributor, and both the Company and Distributor acknowledge and agree thatDistributorhas sole, complete and absolute discretion to establish and maintain thepricesat whichitsells the Products toitscustomers. Distributor acknowledgesitsobligations tomaximizeitssales and selling effortsinthe Territory as providedinSection1.2of this Agreement and further acknowledges that by settingitspricesso as to be nolongercompetitiveinthe Territory, Distributor maythereby breachthe termsofthisAgreement.
6.6 ForceMajeure.The failurebyeitherPartytoperformitsobligationshereundershall be completely excused, without liability toeitherParty, to the extent thatsuchfailure to perform resultsdirectlyorindirectly from"acts of God" (includingflood,fireor natural casualties); strikes, slowdowns orotherlabor disputesorshortages;civil unrestorsabotage; shortages ofmaterials,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, notlessfrequentlythanquarterly),DistributorwillprovidetotheCompanyinformationregardingProductssold,promotional activities or otherinformation reasonably requested by theCompany.
VII.
TAXES AND EXPENSES
7.1Expenses, Charges, Fees and Taxes.Distributor will pay and discharge atitsown expense any and all expenses, charges, fees and taxes arising out of orincidentalto the carryingon ofitsbusiness,including, withoutlimiting thegenerality of theforegoing, all worker's compensation, unemploymentinsuranceand social security taxes, sales, use,income,business and franchise taxeslevied or assessedwithrespect toitsbusiness and/oremployees, andDistributorwill indemnify, defend and save harmless the Company against any and all claims for such expenses, charges, fees and taxes.
VTII.
INSURANCE, WARRANTIES AND INDEMNIFICATION
a.1Duty to Defend, Indemnify and Hold Harmless.Distributor agrees toindemnify,defendandholdharmlesstheCompany,itsofficers,employees,agentsandrepresentativesfrom andagainst anyand all claims,causesof action,damages, claims fordamages, liability,loss,cost orexpense, includingreasonable attorneys'feesandexpenses of litigation, arising outoforinany way related to performance of this Agreement by Distributor, except claims arising from the sole gross negligence of theCompany.
Withoutlimitingtheforegoing,Distributoragreestoindemnify,defendandholdharmlessthe Company,itsofficers. agents, employees and representatives from any and all such claims, includingbut notlimitedtoclaimsforpropertydamage, bodilyinjury, lossofconsortium,emotional distressordeath, whether sustained or alleged tohave been sustained by Distributor'semployees, 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 orinpart by the negligence, gross negligence or willful act or omission ofDistributor or anyone for whose acts Distributor may be liable or legally responsible. Distributor also agrees toindemnifydefend and hold harmless the Company, its officers,employees,agents and representatives from anyand all such claims whether
or nottheyarefromorare_allegedtobecausedinpartbythenegligenceorgrossnegligenceof the Company, its agents, officers, employees, orrepresentatives. However, Distributorshall not be
obligated toindemnifytheCompanyagainstanyclaimarisingfromthesolegrossnegligenceofthe Company.
Be going indemnity, defense andholdharmless obligations shall apply to all such claims losses orliabilities,Whether suchClaims arise from Products acquired by Distributor from the CompanypriortotheexecutionofthisAgreementor subsequentthereto.
8.2Insurance Coverage.Distributorfurther agrees to procure and maintain, at its sole cost and expense from aninsurance carrier reasonably acceptableto the Company, Comprehensive General LiabilityInsurance and Automobile Liability Insurance, all in conformance with the requirements of this Agreement.
. . The Company, shall benamed 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 specified above.
Distributer 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 required herein
Theinsurancerequired bythisSection shall specificallyincludeand provide contractual liabilityinsurancecoveringDistributor's obligationsundertheindemnityprovisionsofthisAgreement as set forthinSection8.1above.Saidinsuranceshallprovideprimary coverage to the Company, and any other insurance which may beavailableto the Company for anyclaim,loss or liability encompassedby this Agreement shall be excessovertheinsurancerequiredby 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.
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 the Company.
In the event Distributor fails to obtain or maintain anyinsurancecoverage required under this Agreement, the Company may atitsoption purchase such coverage and charge the expense thereof to Distributor or terminate this Agreement.
8.3Limitations ofDistributor'sRemedies.Distributor'ssoleandexclusive 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 or reperformance thereof or a credit to Distributor's accountfor thecostthereof.Distributor'sremedyforanybreachbytheCompanyofthisAgreement or arising under or in connection withthisAgreement or for any action taken or not taken by the Companyinconnection herewith or conduct relating thereto, under contract, tort or any other legal theory, shall not include, under any circumstance, any special, indirect, exemplary, punitive, incidental or consequential damages nor lost profits,lostrevenues or lost opportunitycosts
IX.
DEFAULT
9.1 EventsofDefault.Distributor shall be deemed to beindefault of the terms of this Agreementifanyoneofthefollowingevents("EventsofDefault")occur:
| a) | Distributor attempts to dispose, assign or sub-license therights,privileges and obligationscreated bythisAgreement; |
(b) DistributorviolatesanyofthetermsandconditionsofthisAgreement;
| (c) | Majority ownershipofDistributorchanges; |
(d) Distributorshallfileavoluntarypetitioninbankruptcyortakethebenefitofanyinsolvencyact or be dissolved or adjudicated bankrupt orifa receiver shall be appointed forDistributor'sbusinessoritsassetsand theappointment of such receiver isnotvacatedwithin thirty (30) days aftersuchappointment, orif Distributorshall make an assignment for thebenefit ofitscreditors,orif the interest ofDistributorpasses by operation oflaw to any personor entity other than Distributor;
(e) Distributorbecomesinsolvent,regardless of howsaidinsolvency may be evidenced;or
(f) DistributorfailstopaytheCompanyfortheProductsonatimelybasis.
9.2 Remedies.Upon the occurrence of an Event of Default, the Company may give written notice to Distributor demanding that the condition of default be curedwithinthirty (30) calendar days and, if not so cured, the Company,inadditionto any otherrightsor remediesitmay have, may do any one or more of thefollowing:
(a) Commence acollectionactionto recoverallsumsof moneydue,reservingtherightto recoverforsuchothersumsofmoneywhichmaybecomedueunderthis Agreement orotherwise;
| (b) | Commence an action to specifically enforceitsrightsunderthisAgreement;or |
| (c) | Terminate thisAgreement. |
9.3 Remedies Cumulative.Allrightsand remedies granted underthisAgreement 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 otherrightsand remedies provided underthisAgreement or bylaw.
9.4 Attorneys'Fees.If theCompanyorDistributorbringsanactiontoenforceorassert anyrightgranted pursuant to this Agreement andissuccessfulinsuch action, theunsuccessful partyshall pay all reasonable costsandexpenses, including reasonableattorneys' fees,incurredby the successful partyin exercisingitsrights and remedies hereunder.
X.
TERM
10.1 Term.This Agreement shall commence on the date ofits executionandshall continueinfull force and effect for aperiodof five (5) year thereafter,(the"Primary Term"), unless . sooner canceled or terminated as provided inthisAgreement. At the end of the Primary Term, and at the end of each year thereafter (each such yearbeinga "Renewal Term"), this Agreement shall be automatically renewed for a successive one year period provided the Distributor hascompliedwithalltermsandconditionsofthisAgreement.
10.2 Termination.Intheeventthat this Agreementisterminated as provided for herein orisnot renewedinaccordance with Section10.1, neitherthe Company nor Distributor shall have anyclaimorrightagainst the other as aresultthereof, andneithershall have any further responsibility fortheperformanceofanyterm,provision,orcondition oftheAgreement except ascontainedin 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 or inaction during the term of this Agreement or relating to the payment of outstanding monies owned to the Company orDistributor, as the case maybe.
10.3 Buy-out. If this Agreement is ever terminated by the Company, Distributor will receive an amount equal to $8.00/case for each case the Distributor has purchased from the Company in the prior 12 months.
XI.
ASSIGNMENT
11.1Assignment.This Agreementispersonal as to the Company and Distributor. Therights,duties and obligations pursuant to this Agreement cannot be transferred, assigned,pledged,made subject to a securityinterest,or otherwise disposed of by either the Company or Distributorinwholeorinpartwithouttheexpresswrittenconsentofbothparties.
XII.
MISCELLANEOUS
12.1 PurchaseOrdersIInvoices.PaymentTerms fortheProductswillbeNet30Days.
12.2 Notice.All notices, consents, waivers, and other communications under this Agreementmustbe inwritingandwillbedeemedtohavebeendulygiven(a)whendeliveredby hand(withwrittenconfirmationofreceipt), (b) three(3)daysafterbeing depositedin themails,if sent by certifiedmail, with returnreceiptrequested,(c) upon confirmed receipt, if sentby facsimile transmission during normal business hours of the receiving party on a business day, (d) one(1)day after sending, ifsentby 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 numbersset 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. JointVenture.Franchise. Employer/Employee Relationship.ItisunderstoodandagreedthatDistributorisanindependentcontractor,andthisAgreement andthe relationship createdhereby shall notbe considered to be a partnership, joint venture,franchise,or an employer/employeerelationship, and neither theCompanynor Distributor shallhave therightor authority to represent the other in any capacity or to transactany business orincur any obligations, contractual or otherwise for, in the name of, or on behalf of the other, unless otherwise authorized to do soin writing. The relationship between the Companyand Distributor shall be that of supplier and purchaser.
12.4 Authority to Enter into Agreement.The Company andDistributoraffirm that they are validly constituted corporate entities with full right, power and authority to enterintothisAgreementandtoperformtheirrespectiveobligationshereunder.
12.5 Waivers.No failure or delay on the part of the Company orDistributorto exercise any right, power or remedy shall operate as a waiver thereof, nor shall anysingleor partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any otherright,power or remedy underthisAgreement. No amendment, modification or waiver of any provision of this Agreement shall be effective unless the same shall be in writing signed by the CompanyandDistributor.
12.6 GoverningLawandJurisdiction.ThisAgreementshallbegovernedandinterpreted inaccordancewiththelawsoftheState of Texas. Distributor herebyconsentstoservice ofprocess
in,andto thejurisdictionofthestateorfederalcourtsof,DallasCounty,Texasandagreesthatinconnectionwithanyactionarisinginwhole orin parthereunder, it willnotcontestsuch service or jurisdiction, norwill itassert that venue is notproper in such courts orthatanother forum may be more convenient.
12.7 Arbitration.Any controversies, disputes and disagreements arising out of or relative inanymannerwhatsoevertothisAgreement,includingbutnotlimitedtothenegotiations,formation, and consummation hereof or matters arising underthisAgreement after the date hereof or the arbitrability of any disputeinconnection herewith shall be submitted for compulsory, mandatory, exclusive andbindingfinal arbitration in Dallas, Texas. The arbitration shall be conducted pursuant to the Commercial ArbitrationRulesof the American Arbitration Association by one arbitrator selected according to therulesof the American Arbitration Association. Any award may be enforced in any court of competent jurisdiction. The arbitrator shall have the authority to reform the terms of the Agreement to render them enforceable under applicablelaw,even though a court may, under such applicablelaw,not have the authority to so reform the Agreement. The costs and expenses of the arbitration, including all attorneys' fees and the fees of the arbitrator, shall be borne by the party against whom a majority of the issues (determined by financial amount) are determined. The decision shall be final and non-appealable and not be subject to judicialreviewexcept with respect to clearly erroneous findings of fact manifested on the face of the decision. The arbitrator may award monetary and/orinjunctiverelief, but in no event may he award punitive or exemplary damages. Nothing contained in this Section 12.7 shall preclude the Company frommaintaininga suit for specific performance or other appropriate injunctive or equitablereliefto enforce the terms of this Agreement.
| 12.8 Confidentiality. | During thePrimaryTerm and any Renewal Term and for thethree |
(3) yearperiodfollowing 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 confidentialinformationconcerning the Products, either party's accounts, employees, client development (including customer and prospectlists),sales activities and procedures, promotional and marketing techniques,pricing,marketing or businessplansand strategies, financing, development and expansionplansand credit and financial data concerning customers and suppliers and all other businessinformation involvingeither party {all collectively, the "ConfidentialInformation")strictly confidential, and neither the Company nor Distributor will make, or cause orpermitto be made, anydisclosureof any such ConfidentialInformationto any person(itbeing understood, however, thatinany event such ConfidentialInformationmay be disclosed on a confidential basis to the parties' respective employees and professional advisers who have a need to know suchinformation).
12.9 Entire Agreement.ThisAgreement, whichincorporatesherein 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 beimpliedas a matter oflaw,interpretation, coarse of performance or conduct of theparties.NeitherthisAgreement nor anyprovisionhereof may beamended, waived
or modified except by writteninstrumentsignedafter the date hereof by all parties hereto and expressly statingthereinthat suchinstrumentisintendedas an amendment, modification or waiver hereof.
12.10Severability. If anyterms or provisions of this Agreement are deemed to beinvalidor unenforceable, such determination shall not affect thevalidityor enforceability of theremainingterms and provisions hereof.
12.11Benefited Parties.This Agreement shall be binding upon and inure to the benefit of any permitted purchasers, successors or assigns of the Company and Distributor.
INWITNESS WHEREOF,thisAgreementhasbeenexecutedonthis31stdayofMarch,2015.
THE COMPANY
TOTALLY HEMP CRAZY, INC.
By/s/Tom Shuman
Print Name: Tom Shuman
Title: President/CEO
DISTRIBUTOR:
By/s/Brian Rose
Print Name: Brian Rose
Title: Owner
Addresses:
TOTALLY HEMPCRAZY,INC
10440 Markison Road
Dallas, TX 75238
Attn: Tom Shuman
Title: CEOIPresident Phone: 214-212-5006
N. TX MOUNTAIN VALLEY WATER CORP
2109 Luna Road I Suite 100
Carrollton, TX 75006
Attn: Brian Rose
Title: Owner
Phone: 972-488-81 00
SCHEDULE A
TERRITORYGRANTED
The Territory set forth for this Agreement encompasses the Distributor's Home and Office Delivery Territories in the Dallas, Houston and Austin areas of Texas.
The Distributor will have the Exclusive Sales rights to the Products within the Home and Office Delivery channel within the Territories, and the Non-Exclusive Sales rights to the Products within the Retail channel of business.
SCHEDULE B
PRODUCTS. PRICE&PAYMENT TERMS
| PRODUCTS: | ROCKYMOUNTAINHIGHHEMPENERGYDRINK ROCKYMOUNTAINHIGHHEMP ICEDTEA ROCKY MOUNTAINHIGHHEMPLEMONADE |
PACKAGESIZE:12 - PACK /12oz. SUM-LINE CANS PER CASE.
FORCOMPANY WAREHOUSEPRICINGTO DISTRIBUTOR:
. PER CASEIMINIMUM ONE(1)PALLET*
208 CASESIPALLET
20 PALLETS PER TRUCKLOADICONTAINER LOAD 4,160 CASES PER TRUCKLOAD / CONTAINER LOAD
,C
Minimum OrderperSKU is one (1)pallet INO"mixed pallets”ofail3products.
COOPERATIVE MERCHANDISING FUND
Companywillplace$.25Icase from each case ordered by theDistributorinto a CooperativeMerchandising Fund,and matchitwith $.25Icase from the Company.Thistotal$.50IcaseCooperativeMerchandising FundmaybeusedbytheDistributor for "mutually agreedupon"promotional activities such as POS Materials, truck graphics,pricepromotions,etc.
THCZ STOCK
Distributor will receive from Company one (1) share of restricted THCZ commonstock foreachcaseoftheProductspurchasedfromtheCompanyin2015.
Plus, Distributorwill receive from Company one(1)share of restricted THCZ common stock for each case of the Products purchased from the Companyin2015 by any entities referred to the Company by theDistributor.
PAYMENT TERMS:
Payment Terms for the Products will be Net 30 Days.
