DISTRIBUTORSHIPAGREEMENT
BY AND BETWEEN
TOTALLY HEMPCRAZY,INC.("COMPANY")
AND
Dr Pepper - Royal Crown Bottling Company
LIST OF SCHEDULES
SCHEDULE A TERRITORY
SCHEDULE B PRDUCTS, PRICE, AND PAYMENT TERM
DISTRIBUTORSHIP AGREEMENT
THIS DISTRIBUTORSHIP AGREEMENT(hereinafter referred to as the "Agreement") is made and entered intoby and betweenTOTALLY HEMP CRAZY, INC.,a Nevada corporation,locatedat 703 McKinney Avenue, Suite 207, Dallas, TX 75202 (the "Company"), andDR PEPPER - ROYAL CROWN BOTTLING COMPANY,an Oklahoma Corporation,locatedat 205 W. Kansas Avenue ,Chickasha, OK 73018 (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 (hereafterreferred tocollectively 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 andinconsideration of the mutual agreements, covenants and obligations containedherein,andtheperformance thereof,theparties,intendingtobelegallybound, agree asfollows:
I.
RIGHT TO SELL WITHIN THE TERRITORY
1..1 Grant of Right to Distributor.The Company grants to Distributor the right, subject to Section1.3hereof,inthe Territory described in and attached hereto asSchedule "A"(the "Territory"),tosellthoseproductsinthecontainerslistedanddescribedinSchedule"B"hereto (the "Products"). Distributor may sell accounts within the Territory to the extent permittedinSection1.4hereof.
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 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 that it has the capacity and capability to deliver the Productsinsufficient 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 non-exclusive right to sell the Products, or to grant the right to sell the Products,insideor outside of the Territory. The Company will notknowinglycompete with Distributor for sales within the Territory (except via theInternet),but the Company may sell within the Territory, any item notlistedonSchedule"B".
1..4 RestrictiononDistributor'sSalesOutsideoftheTerritory.Nothingherein shallbe deemed to grant Distributor the right, or otherwise permit Distributor, to sell the Products outside of theTerritory.Distributor shallnotsell any Products outsidetheTerritory, nor shall Distributor sell any Products in the Territory to a wholesaler, retailer or otherwise which are ultimately shipped outside theTerritory. Distributor may sell towholesalers withinthe Territory, but onlyifsuchwholesaler resells theProducts for Direct Delivery withinthe Territory. Distributor maysellProducts outsidetheTerritory uponthereasonable written requestto the Company, and uponsuchcommercially reasonable terms as the parties may agree.
II.
TRADEMARKS
2.1 Ownership of Trademarks and Use Thereof by Distributor.Distributor acknowledges the Company's exclusiveright,title andinterestin and to the Trademarks. Whenever Distributor uses the Trademarksinconnection with the sale of the Products, it will clearlyindicatethe Company's ownership of such Trademarks as the Company soindicates.
2.2 GrantofLicensetoUseTrademarks.The CompanygrantstoDistributorarevocable, non-exclusive, non-transferable right and license during the term of this Agreement to use the TrademarksintheTerritoryinconnectionwiththesaleoftheProducts. Thisright and license may be revoked or restricted by the Company if at any time the Companyreasonably determinesin its sole discretionthat itisnecessaryorappropriate todo so toprotect theTrademarks.
2.3 DefenseofLicensedRightsandTrademarks.Distributoragreesto timelynotifythe Companyofanyclaimoraction,orthreatenedclaimoraction,for infringementorallegedinfringementof 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 Company in any Trademark or patentinfringementaction by or against the Company.
2.4 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 islikelyto be confused with the Trademarks.
2.5 Compliance with Laws.Distributor shall comply with allapplicablelaws,regulations andordinances pertainingtotrademarks,atalltimeswhenusingtheTrademarks.
III.
ADVERTISING
3.1 Substance of Advertising.Inits 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 onanyofitsotherproperty.AllcolorsandgraphicsusedbyDistributordepicting 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 Companyinwriting prior to use by Distributor.
3.2 Advertising Requirements I Restrictions.Distributor shall includeinits advertising and sales and promotional materialinwhich any of the Products are mentioned and/or any of the Trademarks are used the appropriate trademark notices, copyright notices and trademark designations. Distributor shall maintain a prominent "Website" advertisement and listing of the Products offered byit.
3.3 CooperativeMerchandisingFund.Companywillplace$.25Icasefromeachcase orderedbytheDistributorintoa Cooperative Merchandising Fund, and match it with$.25 / case 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, price promotions,etc.
3.4 Approval.Distributor agrees that all advertising and sales and promotional materials (hereinaftercollectively referredtoas"Advertising")inwhichanyoftheProductsarementionedand/or any of the Trademarks are used shall be subject to the prior written approval of the Company, said approval not to beunreasonably withheld.
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 proprietaryInternetsite, and maylinkto "TOTALLYHEMPCRAZY.COM" as a source for new customers andrelatedmatters.
IV.
DISTRIBUTION OF THE PRODUCTS
4.1 Solicitation of Accounts.Distributor willactivelyand aggressively solicit accountsand promote the Products throughout the Territory for sales of the Products and will maintain regular routes to servicesame.
4.2 Servicing.Distributor shall service all of its accounts with such frequency as is reasonablynecessarytokeepthemfullysuppliedwith,andsatisfyfullythedemandfor,theProducts in the Territory and shall maintain an adequate supply of the Products promptly to meet and satisfy fully the demands for the Productswithinthe Territory, including, but notlimitedto, peak seasonal demands.
V.
QUALITY CONTROL
5.1 Cleanliness Standards.Distributor shall comply with all ordinances,lawsand regulations pertaining to the sale, storage, transportation and distribution of the Products andtheoperation of its facilities. Distributor shall at all times maintain all of its facilities and equipment usedinthesale,storage,transportationanddistribution oftheProductsinaclean,wholesomeandsanitary condition. Company personnel may inspect storage and other facilities of Distributor (owned or leased) at any time during normal working hours upon reasonablenotice.
5.2 Rotation.Distributorrecognizes thelimitedshelflifeoftheProducts,andacknowledges that rotation ensures maximum quality. Distributor agrees to take all reasonable steps necessary to see that all such Products sold by it are properly rotatedinconformity with the date stamped on thelabelsof thecontainers. Distributor agreesthatit will not store the Productsoutside, unprotectedfrom temperature fluctuations and the elements.
5.3 Quality of the Products.The Company agrees that it will 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 and Distributor in writing. The Company requires a 100% Payment madefortheProductspriortoshipment.TheCompany mayincreasesuchpricesuponsixty(60)days written notice to Distributor. The Company will use its commercially reasonable, good faith efforts to supply the Productsinthe quantities requested by Distributor and as promptly as commercially and reasonablypracticableafteranorderisreceivedfrom Distributor.
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 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 may obtain delivery of Products at the Company's warehouse or atDistributor'swarehouse.Titletothe ProductsandriskoflossshallpasstoDistributor(i)uponpick up at the Company's warehouse by Distributor, independent carrier or another third party, or(ii)if employeesoftheCompany, ora thirdparty, deliver the Productsto the Distributor's warehouse, then atthetime theProducts are deliveredat Distributor's warehouse.
·
6.4InspectionofProducts.Distributor will only be required to pay for the Products which are provided to Distributor free of defects at the time of delivery. Auditors of Distributor shall promptly and immediatelyinspectall containers for damage and shall not accept any containers that do not pass that inspection. 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, and Distributor shall indemnify,defend and hold the Company wholly harmless from, any damages,loss,claim, liability or expense of any customer of Distributor caused, in whole orinpart, by a damaged container. The Products will be deemed received free of defects unless (i) any patent defectsinthe 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 notifiedinwriting or in any manner acceptable to the Companywithinthirty (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 duringdeliveryby Distributor, atitscustomers' 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 toitscustomers. Such suggested retails are advisory only and non-binding on Distributor, and both the Company and Distributor acknowledge and agree that Distributor has sole, complete and absolute discretion to establish and maintain the prices at which it sells the Products to its customers. Distributor acknowledgesitsobligations to maximize its sales and selling effortsinthe Territory as provided in Section 1.2 of this Agreement and further acknowledges that by setting itspricesso as to be nolongercompetitiveinthe Territory, Distributor maytherebybreachthetermsofthisAgreement.
6.6 ForceMajeure.The failurebyeitherPartytoperformitsobligationshereundershallbe completely excused, without liability to either Party, to the extent that such failure to perform results directlyorindirectlyfrom"actsof God" (including flood, fireornaturalcasualties); strikes, slowdowns or otherlabordisputes or shortages; civil unrest or sabotage; shortages of materials, transportation or supplies; direct orindirect acts, orders or regulations of any governmentalbody; or any other causes beyond thereasonable controlof the Party.
6.7 Reporting.Atreasonable intervals(aninanyevent,notlessfrequentlythanquarterly), Distributorwillprovide totheCompanyinformationregardingProducts sold, promotional activities or other informationreasonably requested by the 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 orincidentalto the carryingon of its business,including,withoutlimitingthe generality of the foregoing, all worker's compensation, unemployment insuranceandsocialsecuritytaxes,sales,use,income,businessandfranchisetaxes levied or assessed with respect toitsbusiness and/or employees, and Distributor willindemnify, defend and save harmless the Company against any and all claims for such expenses, charges, fees and 'taxes.
VIII.
INSURANCE, WARRANTIES AND INDEMNIFICATION
8.1 Duty to Defend. Indemnify and Hold Harmless.Distributor agrees toindemnify,defendandholdharmlesstheCompany,itsofficers,employees,agentsandrepresentativesfromand against any and all claims, causes of action, damages, claims for damages,liability,loss, cost or expense,includingreasonable attorneys' fees and expenses oflitigation,arising out of or in any way related to performance of this Agreement by Distributor, except claims arising from the sole gross negligence of theCompany.
Withoutlimitingtheforegoing,Distributoragrees toindemnify,defendandholdharmlessthe Company,itsofficers,agents, employees and representatives from any andall such claims, including butnotlimited toclaimsforpropertydamage, bodilyinjury, loss ofconsortium, emotionaldistress or death, whether sustained or alleged to have been sustained by Distributor's employees, the Company's employees or anyother person or entity,andincluding butnotlimitedtoclaims,injuries ordamages caused orallegedto be caused in wholeorinpart by thenegligence, gross negligence or willful actor omission ofDistributor or anyone for whose acts Distributor may beliableor legally responsible.Distributoralso agrees toindemnify, defend and hold harmless theCompany, its officers, employees,agentsand representativesfrom anyand all such claims,whetheror not they arise from or are alleged to be caused in part by the negligenceor grossnegligence of theCompany,its agents, officers, employees, or representatives. However, Distributorshall not beobligated to indemnifythe Company againstany claim arising from the solegross negligence ofthe Company.
The foregoingindemnity,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 priortotheexecution ofthisAgreementorsubsequentthereto.
8.2 Insurance Coverage.Distributorfurtheragreestoprocureandmaintain,atitssolecost and expense from aninsurancecarrier reasonably acceptable to the Company, Comprehensive General LiabilityInsuranceand Automobile LiabilityInsurance,all in conformance with the requirementsof thisAgreement.
The Company, shall be named as an additional insured on each of the above-listed policies. Distributor shall provide the Company certificates of insurance evidencing the existence and maintenance of each of these policies and the fact that the Company is afforded insurance coverage as an additionalinsuredunder each of the policies specifiedabove.
Distributor's failure to provide said certificates ofinsurance,and the Company's failure toinsistthatsuchcertificates befurnishedto it,shallnotrelieveDistributorofitsobligationtoprocure insurance as requiredherein.
TheinsurancerequiredbythisSectionshallspecificallyincludeandprovidecontractualliabilityinsurancecoveringDistributor'sobligationsunder theindemnity provisionsofthis Agreement as set forth in Section8.1above. Saidinsurance shall provideprimary coverage totheCompany, and any otherinsurancewhich maybe available to theCompany foranyclaim,lossor liabilityencompassed by this Agreement shall be excess over the insurance required by 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.
Allinsurancepoliciesshallcontainaprovisionthatthecoveragesaffordedthereundershall not be canceled or not renewed, nor restrictive modifications added, until atleastthirty (30) days after priorwritten noticehasbeen giventheCompany.
In the event Distributor fails to obtain or maintain anyinsurancecoverage requiredunderthis Agreement,theCompanymayatitsoptionpurchasesuchcoverage andchargetheexpensethereof to Distributor or terminate thisAgreement.
8.3 Limitations ofDistributor's RemediesDistributor's sole and exclusiveremedy againsttheCompanyfordefectiveProductsordeficientservices,asthecasemaybe,shallbe,atthe option of the Company, the replacement or reperformance thereof or a credit to Distributor's account for the costthereof. Distributor'sremedy forany breachby the Company of this Agreement orarising under orinconnection with this Agreement or for any action taken or not taken by the Companyinconnection herewith or conduct relating thereto, under contract, tort or any otherlegaltheory, shall notinclude,under any circumstance, any special,indirect,exemplary, punitive,incidentalor consequential damages nor lost profits, lost revenues or lost opportunity costs
IX.
DEFAULT
9.1 Events of Default.Distributor shall be deemed to beindefault of the terms of this Agreement if any one of the followingevents ("Events of Default") occur:
| a) | Distributor attempts to dispose, assign or sub-license the rights, privileges and obligationscreatedbythisAgreement; |
(b) DistributorviolatesanyofthetermsandconditionsofthisAgreement;
| (c) | Majority ownershipof Distributor changes; |
(d) Distributor shall file a voluntary petitioninbankruptcy or take the benefit of anyinsolvencyactorbedissolved oradjudicatedbankruptorifareceivershallbeappointed for Distributor's business or its assets and the appointment of such receiver is not vacated within thirty (30) days after such appointment, or if Distributor shall make an assignment for the benefit ofitscreditors, or if theinterestof Distributor passes by operation of law to any person or entity other thanDistributor;
(e) Distributor becomes insolvent, regardless of how saidinsolvencymay be evidenced; or
(f) Distributor fails to pay the Company for the Products on a timelybasis.
9.2 Remedies.Uponthe occurrenceofanEventofDefault,theCompanymaygivewritten notice to Distributor demanding that the condition of default be cured within thirty (30) calendardays and, if not so cured, the Company, in addition to any other rights or remedies it may have, may do anyoneormoreofthefollowing:
(a) Commence a collection action to recover all sums of money due, reserving the right to recoverforsuchothersumsofmoneywhichmaybecomedueunderthisAgreementorotherwise;
| (b) | Commence an action to specifically enforce its rights under this Agreement;or |
| (c) | Terminate thisAgreement. |
9.3 RemediesCumulative.All rightsandremediesgrantedunderthisAgreementshallbe cumulative, and resort by the Company to any one remedy provided for hereunder shall not exclude orprevent theCompanyfrompursuinganyotherrightsand remediesprovided under thisAgreement or by law.
9.4 Attorneys'Fees.IftheCompanyorDistributorbringsanactiontoenforceorassert anyrightgrantedpursuanttothisAgreementand is successful in such action, the unsuccessfulparty shall pay all reasonable costs andexpenses,includingreasonable attorneys' fees, incurred by the successful party in exercising itsrights and remedies hereunder.
X.
TERM
10.1 Term.This Agreement shall commence on the date ofitsexecution and shall continueinfull force and effect for a period of one(1)year thereafter, (the "Primary Term"),unlesssooner canceled or terminated as provided in this Agreement. At the end of the Primary Term, and at the end of each year thereafter (each such year being a "Renewal Term"), this Agreement shall be automatically renewed for a successive one year period provided the Distributor has complied with all terms and conditions of this Agreement. Either party may terminate this Agreement at any time by written notice to the other party provided a minimum of ninety (90) days'notice.
10.2 Termination.In the event that this Agreement is terminated as provided for herein or is not renewed in accordance with Section 10.1,neitherthe Company nor Distributor shall have anyclaimor rightagainsttheotherasaresultthereof,andneithershallhaveanyfurtherresponsibilityfor theperformanceofanyterm,provision,orcondition of the Agreement exceptas containedin 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 in part without the express written consent of both parties.
XII.
MISCELLANEOUS
12.1 PurchaseOrders/Invoices.TheCompany requiresa100%PaymentfortheProducts made prior toshipment.
12.2 Notice.Allnotices, consents,waivers,andothercommunicationsunderthisAgreement mustbeinwritingandwillbedeemedtohavebeenduly given(a) whendeliveredby hand(withwritten confirmationofreceipt), (b) three (3) days afterbeing deposited inthemails, if sent by certified mail, with returnreceipt requested, (c) upon confirmed receipt, if sent byfacsimile transmission during normalbusinesshours of the receiving party on a business day, (d) one(1) day aftersending,if sent bya nationally recognized overnight delivery service(receiptrequested) specifying next day delivery, or (e) same day if sent via e-mail,in each case to the appropriateaddressesor telecopynumbers set forthon the signature page hereto(orto such other addresses ortelecopy number asa partymay designatebynotice totheotherparties).
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,jointventure, franchise, or an employer/employee relationship, and neither the 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,inthe name of, or on behalf of the other, unless otherwise authorized to do soinwriting. 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 they are validly constituted corporate entities with full right, power and authority to enter into this Agreementandtoperformtheirrespectiveobligationshereunder.
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 effectiveunlessthe same shall beinwriting signed by the Company and Distributor.
12.6 Governing Law and Jurisdiction.This Agreement shall be governed and interpretedinaccordance with the laws of the State of Texas. Distributor hereby consents to service of processin,and to the jurisdiction of the state or federal courts of, Dallas County, Texas and agrees that in connection with any action arising in whole or in part hereunder, it will not contest such service or jurisdiction,norwillitassertthatvenueisnotproperinsuchcourtsorthatanotherforummay bemore convenient.
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, either party's accounts, employees, client development (including customer and prospect lists}, sales activities and procedures, promotional and marketing techniques, pricing, marketing or business plans and strategies, financing, development and expansion plans and credit and financial data concerning customers and suppliers and all other business informationinvolvingeither 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, thatinany event such ConfidentialInformationmay be disclosed on a confidentialbasistotheparties'respectiveemployeesandprofessionaladvisers whohaveaneedto know suchinformation).
12.8 Entire Agreement.This Agreement, whichincorporatesherein by referenceSchedules "A" and "B",constitutes the entire, complete and exclusive statement of the terms of the agreementbetweenthe partieswithrespecttothesubjectmatterhereofandsupersedesandcancels 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. Neither this Agreement noranyprovision hereof may be amended, waived ormodified except by writteninstrumentsigned after the date hereof by all parties hereto and expressly stating therein that suchinstrumentis intended as an amendment, modification or waiver hereof.
12.9 Severability.Ifany terms or provisions of this Agreement are deemed to beinvalidor unenforceable,such determinationshall notaffectthevalidityorenforceabilityoftheremainingterms and provisionshereof.
12.1OBenefited Parties.This Agreement shall be binding upon andinureto the benefit of anypermittedpurchasers,successors orassignsoftheCompanyandDistributor.
IN WITNESSWHEREOF, thisAgreement hasbeenexecutedonthis _ dayof2015.
THE COMPANY
TOTALLY HEMP CRAZY,INC.
By: /s/Tom Shuman
Print name:TomShuman
Its: President/CEO
DISTRIBUTOR
Dr. Pepper Royal Crown Bottling Co.
By: /s/ Steve Gerdes
Steve Gerdes
Its: President
Addressess
TOTALLY HEMP CRAZY,INC
10440 Markison Road
Dallas, TX 75238 Attn: Tom Shuman Title: CEO/President
Phone: 214-212-5006
Dr. Pepper Royal Crown Bottling Co.
P.O Box 368
Chickasha, OK 73023
Attn: Steve Gerdes
Title: President
Phone: 405-224-1260
SCHEDULEA
TERRITORY
The following counties in the State of Oklahoma:
l) Grady;
| 2) | Canadian (part): That pmt of Canadian County, Oklahoma west of a north and south line running along the most easterly boundaries of and toincludethe towns ofUnion, El Reno and Okarche and toincludeall other towns and soft drink dealer outlets on StateHighwayNo.2inCanadianCounty; |
| 3) | Comanche (part): The towns of Elgin, Sterling and Fletcher in Comanche County, Oklahoma a and nil towns and soft drink dealer outlets on roads and highways leading from the town of Elgin, Sterling and Fletcher north to the Caddo County, Oklahoma line. |
| 4) | Caddo (part): That position lying south of a line drawn due east and west across said County through a point four (4) miles south of the present southernmost point in the locality known as Grace Mont. The locality known as Grace Mont to be excluded from this tenitory and the localities known as Carnegie, Fort Cobb, Washita and Anadarko to be included in thistenitory; |
| 5) | McClain (part): That part of McClain n County, Oklahoma west of a north-south line running through the most western point on the west boundary line of the town of Rosedale. It is intended by this description to exclude the towns of Rosedale and Byars from the Chickasha franchised territory. This description is as so located on January 26;1962 ;and |
| 6) | Garvin(palt): Only that. portion lying north and west of a lining southwest from the McClain-Garvi n County Line through andincludingthe Town of Maysville lo the northeast corner of StephensCounty. |
SCHEDULE B
PRODUCTS, PRICE&PAYMENT TERMS
| PRODUCTS: | ROCKY MOUNTAIN HIGH HEMPENERGYDRINK ROCKY MOUNTAINHIGHHEMP ICED TEA ROCKY MOUNTAIN HIGH HEMPLEMONADE |
PACKAGESIZE:12-PACKI12oz.SLIM-LINECANSPERCASE
FOB COMPANY WAREHOUSE PRICING TODISTRIBUTOR:
$ 12.00 PER CASEIMINIMUM ONE (1) PALLET*
208 CASESIPALLET
20 PALLETS PER TRUCKLOADICONTAINER LOAD 4,160 CASES PER TRUCKLOADICONTAINER LOAD
*MinimumOrder per SKUisone(1)palletINO "mixed pallets" of all 3 products.
COOPERATIVE MERCHANDISING FUND
Companywillplace $.25Icase from each case ordered by the Distributorintoa CooperativeMerchandisingFund, andmatchitwith$.25IcasefromtheCompany.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
Distributorwillreceive from Company one(1)share of restricted THCZ common stock for each case of the Products purchased from the Companyin2015.
PAYMENT TERMS:
Company requiresa100 % PaymentmadefortheProductsprior to shipment.
