INDEMNIFICATION AND RELEASEAGREEMENT
ThisIndemnification AndRelease Agreement (the “Agreement”) is made and entered intobyand between Rocky Mountain High Brands, Inc. (sometimes referred to as “RMHB”) andJerry Grisaffi (sometimes referred to as “Grisaffi”) (all sometimes collectively referred to as “the Parties”) according tothefollowing terms.
A. Grisaffi has resigned, effective June 30, 2017 from his employment as Chairman of the Board of Directors and Secretary and Treasurer of RMHB. Such resignation was in writing and was delivered to the Board of Directors June 26, 2017. The Board has accepted the resignation.
B. The Parties desire to memorialize the terms of the resignation by this document.
NOW,THEREFORE, in consideration of the mutual promises and covenants specified herein, including the recitals setforth above, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed by all of the Parties, theundersigned agreeasfollows:
RELEASES
TheParties, individually and collectively, aswell as their respective predecessors and successors, agents, attorneys, employees, representatives, heirs and assigns, herebyforeverfully release, discharge and acquit the other Parties, and each of them, individually and collectively, aswell astheir respective predecessors and successors, agents, attorneys, employees, representatives, heirs and assigns,from any and all costs, losses, liabilities, damages, injuries, expenses, claims, demands, actions, causes of action, contracts and/or agreements (specifically including the Employment Agreement of Grisaffi, as well as any back wages/salary), known or
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unknown,fixed or contingent, liquidated or unliquidated, that any one or more of the Parties has, or may in thefuture have, against any or all of the Parties as a result of or arising out of orpertaining to any subject matters arising from the employment and other relationships between Grisaffi and RMHB, as well as all other events atany time through the dateof this Agreement; PROVIDED HOWEVER that Grisaffi does not release RMHB from any of the Promissory Notes now if effect with RMHB as maker and Grisaffi as the holder, all of such Notes being fully enforceable in accordance with their terms.
INDEMNIFICATION
RMHB agrees to indemnify, defend andhold harmless Grisaffi 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 or in any way related to performance of his duties for RMHB.
WARRANTIES, REPRESENTATIONSAND COVENANTS
The Parties make thefollowing covenants,warranties and representations, each ofwhich shall survive the Closing and the transactionsdescribed herein:
1. Voluntariness.The Parties have read this Agreement, understand its contents,andhavevoluntarily executed this Agreement as his or her or its ownfree act. Each Party has been given adequate time to consider this Agreement.The terms of thisAgreement are not only understandable, but they arefully understood by him or her or it.
2. NoPriorAssignments.Each of the Parties owns and has notsold, assigned, granted or otherwise transferred to any other individual or entity any right, privileges or cause of action, or any part thereof, arising out of or otherwise connectedwith the subjectmatter or terms of thisAgreement.
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3. Consideration.The only considerationfor signing thisAgreement are the terms stated herein. Noother promises or agreements of any kind have been made to orwith the Parties byanyperson or entitywhomsoever to causehimor her or it to execute this Agreement.
4. ConsultationwithAttorneys. Each Party has consultedwith his or her or its attorneys prior to executing this Agreement, or has had the opportunity to do so, his or her or its attorneys have explained the terms and conditions of this Agreement, they havefully answered all of his or her or its questions concerning same and have apprised himor her or it of the legal impact of this Agreement, and he or she or itfully understands thisAgreement and thefinaland binding effect.
5.Authority.Each Party to this Agreement has the capacity, power,and authority to enter into this Agreement andtoexecute and deliver any and all documents required to be executed and delivered by that Party pursuant to this Agreement and agrees and acknowledges that this Agreement has beenapproved byallnecessary corporate or otheraction. Each Party to this Agreementfurther warrants and represents to the other Parties that this Agreement and all of its terms and conditions arevalid, binding, and enforceableupon such party.
MISCELLANEOUS
6. Place of Performance.This Agreement is made and performable in Dallas County,Texas.
7. EntireAgreement.This Agreement contains thefull and complete agreement of the Parties hereto.
8. Binding Effect and Beneficiaries.This Agreement and any documents attendant to same shall inure to the benefit and shall be binding on the Parties hereto and their
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affiliates, principals, heirs, executors, legatees, administrators,trustees, ancillary trustees,personal representatives, successors andassigns.
8. Amendments.This Agreement may not be clarified, modified, exchanged, or amended except in awritingsignedby each of the Parties affected by such clarification, modification, exchange or amendment.
9. Partial Invalidity or Unenforceability.Should it be determinedfor any reason that any provision of this Agreement or any documents executed in connection herewith is invalid or unenforceable, then such invalidity or unenforceability shall not affect thevalidity or enforceability of any other provision of this Agreement or the documents executed in connection herewith.
10. Understanding andAuthority. Each Partyhereby acknowledges that he, she or it has read andfully understands,or has had explained to his, her or its satisfaction by counsel of his or itsown choosing, all of the terms, conditions, and covenants of this Agreement. Each of the signatoriesfurther acknowledges that he or it isfullyauthorized to execute this Agreement in the capacity setforth, that he, she or it is authorized tofullybind the entity onwhose behalf the individual has signedand that eachexecutes this Agreement willingly and voluntarily.
11. Multiple Counterparts.This Agreement may be executed in a number of identical counterparts, each ofwhichfor all purposes is deemedan original, and all ofwhich constitute collectively one agreement. Afacsimile or photocopy of this Agreement and/or the signature of aParty shall be deemed to constituteanoriginal.
12.Law Governing and Forum Selection.Thevalidity, construction, enforcement and effect of thisAgreement shall be governed by the laws of the State ofTexas
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without giving effect to the conflicts of laws provision thereof, and each of the obligations of the parties hereto are performable in Dallas County,Texas. Dallas County,Texas shall be the exclusivevenue, with sole and exclusive jurisdiction,for any litigation relating to this Agreement, and all parties hereto consent to the exercise of personal jurisdiction by a state orfederal court in Dallas Countyfor such purpose.
Dated: June 26, 2017.
ROCKY MOUNTAIN HIGH BRANDS, INC.
By:_/s/______________________________________
Winton Morrison, Board Member
By:_/s/_____________________________________
Charles Smith, Board Member
By:_/s/_____________________________________
Gerarod David, Board Member
By:_/s/______________________________________
Kevin Harrington, Board Member
JERRY GRISAFFI
Jerry Grisaffi
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