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DISTRIBUTORSHIP AGREEMENT
BY AND BETWEEN
TOTALLY HEMP CRAZY,INC.
("COMPANY")
AND
Vega Bros. Sales and Distribution, LLC ("DISTRIBUTOR")
LIST OF SCHEDULES
SCHEDULE A TERRITORY
SCHEDULE B PRODUCTS, PRICE, AND PAYMENT TERM
DISTRIBUTORSHIP AGREEMENT
THISDISTRIBUTORSHIPAGREEMENT(hereinafterreferredtoasthe"Agreement") ismadeandenteredintoby and between TOTALLY HEMP CRAZY,INC.,a Nevada corporation,locatedat9101LBJ Freeway, Suite 200, Dallas, TX 75243 (the "Company"), and Vega Bros. Sales and Distribution, LLC, a Texaslimitedliabilitycompany, located at 4510 Tranquility Dr., Garland TX 75043 (the "Distributor").
WITNESSETH:
WHEREAS, the Company isinthe 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 (hereafterreferred 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 andinconsideration of the mutual agreements, covenants and obligations containedherein,andtheperformancethereof,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 Section 1.3 hereof, in the Territory describedinand attached hereto asSchedule "A"(the "Territory"),tosellthoseproductsinthecontainerslistedanddescribedinSchedule"8"hereto (the "Products").Distributormay sell accountswithin the Territoryto the extentpermitted 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 rightsinaccordance with the terms of this Agreement. Distributor further agrees thatitwill use its best efforts to solicit, promote,increaseor 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 Productsinsufficient quantities to fully satisfy the demand for the ProductsintheTerritory.
1.3 Sales within the Territory and the Parties'ReservedRights.The Company reservestherighttoselltheProducts,ortogranttherighttootherDistributorstoselltheProducts, insideoroutsideofthe Territory. TheCompanymay sell within theTerritoryvia theInternet and the Companymaysell withintheTerritory, any itemnotlistedonSchedule"8".
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1.4 Restriction on Distributor's Sales Outside of the Territory.Nothing herein shall be deemed to grant Distributor the right, or otherwisepermitDistributor, to sell the Products outside of the Territory. Distributor shall not sell any Products outside the Territory, nor shall Distributor sellany Productsinthe Territory to a wholesaler, retailer or otherwise which areultimatelyshipped outside theTerritory. DistributormayselltowholesalerswithintheTerritory,butonlyifsuchwholesalerresells theProductsforDirect Delivery within the Territory. Distributor may sell Products outside the Territory upon thereasonable written requestto the Company, and upon suchcommercially reasonableterms as the parties may agree.
1.5 Right of First Refusal.The Company grants to Distributor a qualified right of first refusal,withinthe 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 Productlaunchinto 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 orwillgainthecapabilityto distribute,marketandpromotethe newProducts,andthatDistributorhas all licenses and other required documentation necessary to distribute the new Productsinthe Territory. The Company has sole discretion as to whether or not Distributor is qualified to distribute the newProducts.
1.6 Exclusivity ofProducts.Distributor agreesthatinorderforthisAgreementtobecome and remain effective, Distributor will not market, promote, sell or otherwise distributeinany manner whatsoever, any hemp infused beverages or other productsrelatedthereto, other than those of the Company. A breach of this section by Distributor mayresultinimmediatetermination 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 Thereof by Distributor.Distributor acknowledgestheCompany'sexclusiveright,titleandinterestinandtotheTrademarks.Distributor is only authorized to use point of sale (POS) items, banners, artwork, wearables and any other materials of any nature whatsoever containing, displaying or utilizing any of the Company's Trademarks,imagesor graphic artwork which are delivered by the Company to Distributor, at Distributor'scost,whichmaybederivedinpart fromthe Cooperative MerchandisingFundset forthin
3.3 herein.Distributorshallnotcreate,develop,marketorsellanyoftheseitemsontheirownwithout written permission from theCompany.
2.2 Defense of Licensed Rights and Trademarks.Distributor agrees to timely notify the Companyofanyclaimoraction,orthreatenedclaimoraction,forinfringementorallegedinfringement of any Trademarks, patents or trade secrets made againstitor the Company due to its exercise of any rights granted under this Agreement or activities of the Company undertakeninsupport of
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Distributor in the Territory. Distributor agrees to cooperate fully with the Company in any Trademark or patent infringement action by or against the Company.
2.3 Cessation of Use of Trademarks.Upon termination of this Agreement, Distributor shall immediately cease all use whatsoever of the Trademarks and shall not thereafter use the Trademarks or adopt any other designation similar to or 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.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 onitstrucks or other equipment, the clothing worn by its employees, agents or representatives, and on any ofitsother property, but only consistent with 2.1 above. Any requests 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 approvalallofitsadvertising,sales,marketing andpromotionalmaterialinwhichanyoftheProducts are mentioned. Distributors utilizing any of the Company Trademarks, must use the appropriate trademarknotices,copyrightnoticesandtrademarkdesignations. Distributor shall maintain a prominent"Website" advertisementand listingofthe Products offered by it. The content ofthis website shallbe subjecttoreviewand approvalby theCompany.
3.3 Cooperative Merchandising Fund.Company will place $.50Icase for each case orderedbytheDistributorintoaCooperativeMerchandisingFund.Thistotal$.50IcaseCooperative MerchandisingFund maybeusedbytheDistributorfor"mutuallyagreedupon"promotionalactivities such as POS Materials, truck graphics, price promotions,etc.
3.4 Approval.Distributor agrees that all advertising and sales and promotional materials (hereinaftercollectivelyreferredtoas"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 shallutilizethe Company's proprietary Internet site, and may link to "TOTALLYHEMPCRAZY.COM" as a source for new customers andrelatedmatters.
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IV.
DISTRIBUTION OF THE PRODUCTS
4.1 Solicitation of Accounts.Distributor will proactively solicit accounts and promote the Products throughout the Territory for sales of the Products and will maintain regular routes toservice same.
4.2 Servicing.Distributor shall service all of its accounts with such frequency as is reasonably necessary to keep them fullysuppliedwith, and satisfy fully the demand for, the Productsinthe 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 notlimitedto, 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 ofitsfacilities. Distributor shall at all times maintain all of its facilities and equipment usedinthesale,storage,transportationanddistribution oftheProductsinaclean,wholesomeandsanitary condition. Company personnel mayinspectstorage and other facilities of Distributor (owned orleased)at any time during normal working hours upon reasonablenotice.
5.2 Rotation.Distributor recognizes the shelflifeof the Products, and acknowledges that rotation ensures maximum quality. Distributor agrees to take all reasonable steps necessary to see that allsuchProductssoldbyitareproperlyrotatedinconformitywiththe datestampedonthe labels of the containers. Distributor agrees that it will not store the Products outside, unprotected from temperature fluctuations and the elements.
5.3 Quality of the Products.The Company agrees that it will use its commercially reasonable, good faith efforts to maintainthe high quality of all of Products delivered to Distributor.
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 termslistedonSchedule "B"or as otherwise may be mutually agreed between the Company and Distributorinwriting. The Company requires a 100% Payment madefortheProductspriortoshipment.TheCompanymayincreasesuchpricesuponsixty(60)days written notice to Distributor. The Company will use its commercially reasonable, good faith effortsto supply the Products in the quantities requested by Distributor and as promptly as commercially and reasonably practicable after an order is received from Distributor.
6.2 Ordering Procedures.Distributor shall submit to the Company firm purchase ordersinaccordance withSchedule "B"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 thenineffect on the date the Company receives the purchase order.
6.3 Delivery.Distributor shall pick up Products at the Company's warehouse.Titleto the Products and risk of loss shall pass to Distributor uponpick-upat 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 ofpickup at Company's warehouse. Auditors of Distributor shall promptly andimmediatelyinspect 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 promptinspectionof such containersupontheirreceiptbyDistributor.TheCompanyshallnotberesponsiblefor,andDistributor shall indemnify, defend and hold the Company wholly harmless from, any damages, loss, claim, liabilityorexpense of any customer of Distributor caused, in whole or inpart, bya damaged container. The Products will be deemed received free of defectsunless(i) any patent defects in the Products are noted on the delivery receipt at the time of delivery to Distributor andimmediatewrittennoticethereof 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 containinglatentdefects. 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 fromthe Customer to Distributor, orduring the return from Distributor to theCompany.
6.5 PriceLevels.The CompanymayfromtimetotimesuggesttoDistributorthepricesat whichProductsmightbesold by Distributorto its customers. Such suggested retails are advisory only and non-binding on Distributor, and both the Companyand Distributor acknowledge and agree that Distributor has sole, completeand absolutediscretion to establish andmaintain theprices at which it sells theProducts toits customers. Distributor acknowledgesits obligationstomaximizeits sales and selling effortsinthe Territory as providedinSection 1.2 ofthisAgreement and further acknowledgesthatby settingitspricessoas tobeno longer competitive in the Territory, Distributor may thereby breach the terms of this Agreement.
6.6 Force Majeure.The failure byeitherParty to performitsobligations hereunder shall be completely excused, withoutliabilitytoeitherParty, to the extent that such failure to perform results directly orindirectlyfrom "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
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or supplies;directorindirectacts,ordersorregulationsofanygovernmentalbody;oranyothercauses beyondthe reasonable controlofthe Party.
6.7 Reporting.Atreasonableintervals(aninanyevent,notlessfrequentlythanquarterly), Distributor willprovidetotheCompany information regardingProducts sold, promotional activitiesor other informationreasonably requested by the Company.
VII.
TAXES AND EXPENSES
7.1Expenses. Charges.Feesand 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, unemploymentinsuranceandsocialsecuritytaxes,sales,use,income,businessandfranchisetaxesleviedor assessed with respect to its business and/or employees, and Distributor willindemnify,defendandsaveharmless the Companyagainstany andall claims for suchexpenses, charges, fees and taxes.
VIII.
INSURANCE, WARRANTIES AND INDEMNIFICATION
8.1 Duty to Defend, Indemnify and Hold Harmless.Distributor agrees to indemnify, defend andholdharmless the Company,itsofficers, employees, agents and representatives from and against any and all claims, causes of action, damages, claims for damages,liability,loss, cost or expense,includingreasonable attorneys' fees and expenses of litigation, arising out of orinany way related to performance of this Agreement by Distributor, except claims arising from the sole gross negligence of theCompany.
Withoutlimitingthe foregoing, Distributor agrees toindemnify,defend andholdharmless the Company, its officers, agents, employees and representatives from any and all such claims, including but notlimitedto claims for property damage, bodilyinjury,lossof 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, andincludingbut notlimitedto claims, injuries or damages caused or alleged to be caused in whole orinpart by the negligence, gross negligence or willful act or omission of Distributor or anyone for whose acts Distributor may beliableorlegallyresponsible. Distributor also agrees to indemnify, defend andholdharmless the Company, its officers, employees, agents and representatives from any and all such claims, whether or not they arise from or are alleged to be caused in part by the negligence or gross negligence of the Company,itsagents, officers, employees, or representatives. However, Distributor shall not be obligated to indemnify the Company against any claim arising from the sole grossnegligenceof theCompany.
The foregoingindemnity,defenseandholdharmlessobligationsshallapplytoallsuchclaims,lossesorliabilities,whether such claims arise from Products acquired by Distributor from the Companypriortothe executionof this Agreement or subsequent thereto.
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8.2 Insurance Coverage.Distributor furtheragreestoprocureandmaintain,atitssolecost and expense from an insurance carrier reasonably acceptable to the Company, Comprehensive General LiabilityInsuranceand Automobile LiabilityInsurance,allinconformance with the requirementsofthisAgreement.
The Company, shall be named as an additionalinsuredon each of the above-listed policies. Distributor shall provide the Company certificates ofinsuranceevidencing the existence and maintenanceofeachofthesepoliciesandthefactthattheCompanyisaffordedinsurancecoverage asanadditionalinsuredundereachof thepolicies specifiedabove.
Distributor's failuretoprovidesaidcertificatesofinsurance,andtheCompany'sfailuretoinsistthatsuchcertificatesbe furnishedtoit, shall notrelieve Distributor of its obligation toprocureinsurance as requiredherein.
TheinsurancerequiredbythisSectionshallspecificallyincludeandprovidecontractualliabilityinsurancecovering Distributor's obligations under theindemnityprovisions of this Agreement as set forthinSection 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 orliabilityencompassed bythisAgreementshallbeexcessovertheinsurancerequired bythis Section.
Distributor's Comprehensive General Liability and Automobile Liability Insurance shall be written with combined single limits of liability not less than $1,000,000.00.
Allinsurancepoliciesshallcontainaprovisionthatthecoverages affordedthereundershall not be canceled or not renewed, nor restrictive modifications added, until atleastthirty (30) days after priorwritten noticehas been giventhe Company.
In the event Distributor fails to obtain or maintain any insurance coverage required under this Agreement,theCompanymayatitsoptionpurchasesuchcoverageandchargetheexpensethereof toDistributor orterminatethisAgreement.
8.3 Limitations ofDistributor'sRemedies.Distributor's sole andexclusiveremedy againsttheCompanyfordefectiveProductsordeficientservices,asthecasemaybe,shallbe,at the option of theCompany,the replacementthereof or a credit to Distributor'saccountfor the cost thereof. Distributor's remedy for any breach by the Company of this Agreement or arising 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 not include, under any circumstance, any special,indirect,exemplary,punitive,incidental or consequential damages norlostprofits, lost revenues orlostopportunity costs
IX.
DEFAULT
9.1 EventsofDefault.Distributorshallbe deemedtobeindefaultofthetermsofthis Agreementifanyoneof the following events ("EventsofDefault")occur:
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a) | Distributor attempts to dispose, assign orsub-licensethe rights, privileges and obligations created bythisAgreement; |
(b) DistributorviolatesanyofthetermsandconditionsofthisAgreement;
(c) | Majority ownership of Distributorchanges; |
(d) Distributor shall file a voluntary petitioninbankruptcy or take the benefit of any insolvencyactorbedissolvedoradjudicatedbankruptorifareceivershallbeappointed for Distributor's business oritsassets and the appointment of such receiver is not vacated within thirty (30) days after such appointment, orifDistributor shall make an assignment for the benefit ofitscreditors, or if theinterestof Distributor passes by operation of law to any person or entity other than Distributor;
(e) Distributor becomesinsolvent,regardless of how said insolvency may be evidenced;
(f) Distributor fails to pay the Company for the Products on a timely basis;
(g) | Distributor fails to purchase Products within 10 business days of the signing of this Agreement. Company may immediately Terminate this Agreement with no cure period needed;or |
(h) | Distributor fails to achieveVolume Objectives. |
9.2 Remedies.Uponthe occurrenceofanEventofDefault,theCompanymaygivewrittennoticetoDistributordemandingthattheconditionof 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 anyoneormoreofthefollowing:
(a) Commence a collection action to recover all sums of money due, reserving therightto recover for such other sums of moneywhich may become due under this Agreement or otherwise;
(b) | Commence an action to specifically enforceitsrights under this Agreement;or |
(c) | Immediately terminatethisAgreement. |
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 theCompanyfrom pursuinganyotherrightsandremediesprovidedunderthisAgreement or bylaw.
9.4 Attorneys'Fees.IftheCompanyorDistributorbringsanactiontoenforceorassert anyrightgrantedpursuanttothisAgreementandis successful in such action,the unsuccessful party shall pay all reasonable costs andexpenses, includingreasonable attorneys' fees, incurred by the successfulpartyin exercisingits rights andremedies hereunder.
X.
TERM
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10.1 Term.This Agreement shall commence on the date of its execution and shall continueinfull force and effect for a period of one (1) year thereafter, (the "Primary Term"),unlesssooner canceled or terminated as providedinthis 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 hascompliedwith 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, orearlierif specifically statedherein.
10.2 Termination.Inthe event that this Agreement is terminated as provided for herein or is not renewed in accordance with Section 10.1, neither the Company nor Distributor shall have any claim orrightagainsttheotherasaresultthereof,andneithershallhaveanyfurtherresponsibilityfor the performance ofany term,provision,or conditionof the Agreement 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 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.
XII.
MISCELLANEOUS
12.1 �� Purchase Orders I Invoices.Company requires a 100% Payment made for the Products prior toshipment.
12.2 Notice.Allnotices, consents,waivers,andothercommunicationsunderthisAgreement mustbeinwritingandwillbedeemedtohavebeen dulygiven (a)when delivered byhand (withwritten confirmation of receipt), (b) three (3) days after being deposited in the mails,ifsent by certified mail, with return receipt requested, (c) upon confirmed receipt,ifsent by facsimile transmission during normal business hours ofthe receiving party on a businessday, (d)one(1) day after sending, ifsent by a nationally recognizedovernightdelivery service (receiptrequested) specifying next daydelivery, or (e)same day if sent via e-mail, ineach case to the appropriateaddresses ortelecopy numbers set forth on the signature page hereto (or to such other addresses or telecopy number as a party may designate bynoticetothe other parties).
12.3 No Partnership, Joint Venture, Franchise, Employer/Employee Relationship.Itis understood and agreed that Distributor is an independent contractor,and JmsAgreement and the relationship created hereby shall not be considered to be a partnership, joint venture, franchise, or an employer/employee relationship, and neither the Company nor Distributor shall have the right or authority to represent the 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 and purchaser.
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12.4 AuthoritytoEnterintoAgreement.The CompanyandDistributoraffirmthattheyarevalidlyconstituted 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 Distributorto exercise any right,poweror remedyshalloperateasawaiverthereof,norshallanysingleorpartialexerciseofany such right,power orremedy preclude anyotherorfurtherexercise thereof orthe exerciseof anyother right,powerorremedy under thisAgreement. No amendment, modificationor waiver ofany provision of this Agreement shall be effective unless the same shall beinwriting 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,andtothesoleandexclusivejurisdictionofthestateorfederalcourtsof DallasCounty,Texaswith respect to any disputes of any nature whatsoever which may arise between the Company and Distributorrelatingtotherights and obligations underthis 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, either party's accounts, employees, client development (including customer and prospect lists), sales activities and procedures, promotional and marketing techniques, pricing, marketing or businessplansand strategies, financing, development and expansionplansand credit and financial data concerning customers andsuppliersand all other business informationinvolving eitherparty (all collectively, the "Confidential Information") strictly confidential, and neither the Company nor Distributor will make, or cause orpermitto be made, any disclosure of any such ConfidentialInformationto any person(itbeing understood, however, thatinany event such Confidential Information may be disclosed on a confidential basis to the parties' respective employees and professional advisers who have a need to know suchinformation).
12.8 Entire Agreement.This Agreement, which incorporates herein by referenceSchedules "A" and "B",constitutes the entire, complete and exclusive statement of the termsoftheagreementbetweenthepartieswithrespecttothesubjectmatterhereofandsupersedes 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 agree me flit expresslycontained
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herein shallbeimpliedasamatteroflaw,interpretation, coarseofperformance orconductofthe parties.Neitherthis Agreement norany provisionhereof may be amended, waived or modified except by writteninstrument signed after the date hereof by all parties heretoandexpressly stating therein that suchinstrument isintended as an amendment, modification or waiverhereof.
12.9Severability.If any terms or provisions of this Agreement are deemed to beinvalidor unenforceable,suchdetermination shallnotaffectthevalidityorenforceabilityoftheremainingterms and provisionshereof.
12.1OBenefited Parties.This Agreement shall be binding upon and inure to the benefit of any permitted purchasers, successors or assigns of the Company and Distributor.
IN WITNESS WHEREOF, this Agreement has been executed on this _the day of August, 2015.
THE COMPANY
TOTALLY HEMP CRAZY,INC.
By: /s/Tom Shuman
Print name:Torn Shuman Its :PresidentICEO
DISTRIBUTOR:
By: /s/ChristianVega
Print Name: Christian Vega
Title: President/CEO
Addresses:
TOTALLY HEMP CRAZY, INC
9101 LBJ FreewayISuite 200
Dallas, TX 75243 Attn: Torn Shuman Title: CEOIPresident Phone: 214-212-5006
E-mail:Tom@TotallyHempCrazy.com
Vega Bros Sales and Distribution, LLC
4510 Tranquility Dr.,Garland TX 75043
Garland TX 75043
Attn: Christian Vega
Title:Manager
Phone: 972-523-8925
E-mail: vegabros.salesndistribution@grnail.com
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SCHEDULE A
TERRITORY GRANTED
The Territory set forth for this Agreement encompasses the counties of Dallas, Tarrant, Parker, Cook, Hill McLennan and Wise in the State of Texas.
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SCHEDULE B
PRODUCTS, PRICE&PAYMENTTERMS
PRODUCTS: | ROCKY MOUNTAIN HIGH HEMPENERGYDRINK ROCKY MOUNTAIN HIGH HEMP ICED TEA ROCKYMOUNTAINHIGHHEMP LEMONADE ROCKY MOUNTAINHIGHHEMP COCONUTLIME |
RIGHT OF FIRST REFUSAL ON NEW BEVERAGE PRODUCTS
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) palletINO "mixed pallets" of all 3 products.
VOLUMEOBJECTIVE
DISTRIBUTOR HAS THE FOLLOWING VOLUME REQUIREMENTS:
To be determined at a later date.
COOPERATIVE MERCHANDISING FUND
Company will place $.50Icase for each case ordered by the Distributor into a Cooperative Merchandising Fund. This total $.50Icase Cooperative Merchandising Fund may be used by the Distributor for "mutually agreed upon" promotional activities such as POS Materials, truck graphics, price promotions, etc.
THCZ STOCK
Distributor will receive from Company one (1) share of restricted THCZ common stock for each case of the Products purchased from the Company in 2015.
PAYMENT TERMS:
Company requires a 100% Payment made for the Products prior toshipment
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