EXHIBIT 10.6
STRAINWISE, INC.
Shown below are the parties to, and terms of, the Company's Master Service
Agreements.
Fees changed per
Agreement Exhibit A to Agreement
---------------------------------------------------- ----------------------------------
Brand, marketing Accounting/
Customer Name and Address Store Name and administrative Compliance
------------------------- ---------- ------------------ ----------
5110 Race, LLC Custer Grow Facility (1) $ 4,500 $ 5,500
5110 Race St.
Denver, CO 80216
Denver Corridor, Inc. 51st Avenue Grow Facility (1) $ 15,000 $ 5,500
8468 Lewis Court
Arvada, CO 80005
Denver Corridor, Inc. Nome Grow Facility (1) $ 10,000 $ 5,500
8468 Lewis Court
Arvada, CO 80005
Denver Corridor, Inc. 32nd Avenue Grow Facility (1) $ 20,000 $ 5,500
8468 Lewis Court
Arvada, CO 80005
5110 Race, LLC Bryant Street Grow Facility (1) $ 10,000 $ 5,500
5110 Race St.
Denver, CO 80216
5110 Race, LLC The Sanctuary (2) (3) $ 4,500 $ 5,500
5110 Race St.
Denver, CO 80216
Annie's Tobacco Emporium, LLC The Annie $ 4,500 $ 2,500
135 S. Nevada St.
Central City, CO 80427
Boulder County Caregivers, LLC The Ridge $ 4,500 $ 5,500
P.O. Box 150247
Lakewood, CO 80215
Colorado Blvd. LLC The Spring $ 4,500 $ 2,500
15 Colorado Blvd.
Idaho Springs, CO 80452
Rocky Mountain Farmacy, Inc. The Retreat $ 4,500 $ 5,500
P.O. Box 150247
Lakewood, CO 80215
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Rocky Mountain Farmacy, Inc. The Shelter $ 4,500 $ 5,500
P.O. Box 150247
Lakewood, CO 80215
North Federal, LLC The Grove $ 4,500 $ 5,500
5110 Race St.
Denver, CO 80216
Western Remedies, LLC The Haven $ 4,500 $ 5,500
5110 Race St.
Denver, CO 80216
(1) The amount the Company charges for renting the grow facility to this entity
is in accordance with Exhibit A, Section 5 of the Master Service Agreement.
(2) The Sanctuary is both a dispensary and a grow facility.
(3) Fees charged include rent to the Company for subleasing the grow facility
to this entity.
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Master Service Agreement
This Master Service Agreement (this "Agreement") is entered into this 10th day
of June, 2014 ("Effective Date") by and between Strainwise, Inc., a Colorado
corporation ("SW") and Denver Corridor, Inc., a Colorado corporation
("Customer").
All services provided under this Agreement shall be defined in a Customer Order
that is clearly identified with this Agreement.
ARTICLE 1. DEFINITIONS
1.1 "Affiliate" shall mean an entity that now or in the future, directly or
indirectly controls, is controlled by, or is under common control with, a
party to this Agreement. For purposes of the foregoing, "control" shall
mean the ownership of (i) greater than fifty percent (50%) of the voting
power to elect the directors of the company, or (ii) greater than fifty
percent (50%) of the ownership interest in the company.
1.2 "Confidential Information" is information marked or otherwise identified in
writing by a party to this Agreement as proprietary or confidential or
that, under the circumstances surrounding the disclosure, ought in good
faith to be treated as proprietary or confidential. Confidential
Information includes non-public information regarding either party's
products, features, marketing and promotions, and the negotiated terms of
the parties' agreements, except as otherwise required by action of law.
Confidential information does not include information which: (i) the
recipient developed independently; (ii) the recipient knew before receiving
it under the relevant agreement; or (iii) is or subsequently becomes
publicly available or is received from another source, in both cases other
than by a breach of an obligation of confidentiality.
1.3 "Service" shall mean any SW professional service as provided for under this
Agreement, and may include development, product support, consulting, and
logistical services described in a Service Schedule.
1.4 "Service Schedule" shall mean a schedule attached hereto, or signed between
the parties from time to time and expressly incorporated into this
Agreement, setting forth terms and conditions specific to a particular
Service made available by SW, attached hereto as Exhibit A.
1.5 "Service Term" shall mean a period of 10 years from the Effective Date for
which Service is ordered, specified in the Customer Order, attached hereto
as Exhibit A. The Service Term shall continue on a month-to-month basis
after expiration of the stated Service Term, until terminated by either
party upon thirty (30) days' written notice to the other, as provided under
Article 4 of the Agreement.
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ARTICLE 2. DELIVERY OF SERVICE
2.1 SW agrees to provide consulting, product supply, and logistical services
under the terms and conditions of this Agreement. The precise scope of any
Services under this Agreement will be specified in the Service Schedule
entered into under this Agreement. SW's ability to deliver the Services
depends upon full and timely cooperation by Customer and Customer's staff,
as well as the accuracy and completeness of any information provided.
2.2 Submission of Customer Order(s). To order any Service, Customer may submit
to SW a Customer Order requesting Service. The Customer Order must include
a description of the Service, the non-recurring charges and monthly
recurring charges for Service and the applicable Service Term.
2.3 Credit Approval and Deposits. Customer will provide SW with credit
Information if requested, and delivery of Service may be subject to credit
approval. SW may require Customer to make a deposit or deliver another form
of security as a condition to (a) SW's acceptance of any Customer Order;
(b) SW's continuation of any Service, only in the event that (i) Customer
falls to make payment to SW of any undisputed amount when due, or (ii)
Customer has a material, negative change in financial condition (as
determined by SW in its reasonable discretion). Any deposit will be limited
to two (2) months' estimated charges for Service and will be due upon SW's
written request. Any deposit will be held by SW as security for payment of
Customer's charges. When Service to Customer is terminated, the amount of
the deposit will be credited to Customer's account and any remaining credit
balance will be refunded. Any deposit paid by Customer pursuant to this
Section 2.3 will be held by SW in accordance with the applicable law
governing such deposit.
2.4 Customer-Provided Equipment. SW may install certain Customer-provided
equipment upon commencement of the Service, but SW shall not be responsible
for the operation or maintenance of any Customer-provided equipment. SW
undertakes no obligations and accepts no liability for the configuration,
management, performance or any other issue relating to any
Customer-provided equipment used in connection with the Service.
ARTICLE 3. BILLING AND PAYMENT
3.1 Commencement of Billing. Billing will commence upon the execution of a
specific Customer Order unless otherwise stated in the respective Customer
Order.
3.2 Charges. The Customer Order will set forth the applicable non-recurring
charges and recurring charges for the Service, which charges shall be
consistent with any fees or pricing terms that may be specifically set
forth on the applicable Service Schedule for such Service. Unless otherwise
expressly specified in the Customer Order, any non-recurring charges shall
be invoiced by SW to Customer upon the execution of the Customer Order.
However, in the event such Service requires SW to install or construct
additional facilities in the provision of the Service, such Customer Order
may specify non-recurring charges that are payable by Customer in advance,
as mutually agreed between the parties and specified in the Customer Order.
If Customer requests and SW approves (in its sole discretion) any changes
to the Customer Order or Service after acceptance by SW, including, without
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limitation, the Customer requested date for delivery of Service, additional
non-recurring charges and/or monthly recurring charges not otherwise set
forth in the Customer Order may apply provided all such fees are
pre-approved by Customer.
3.3 Payment of invoices. Invoices are delivered monthly. SW bills in advance
for Service to be provided during the upcoming month, except for charges
that are dependent upon usage of Service, which are billed in arrears.
Billing for partial months is prorated based on a calendar month. All
invoices are due thirty (30) days after the date of invoice. Unless
otherwise specified on the particular invoice, all payments shall be due
and payable in U.S. Dollars. Past due amounts bear interest at a rate of
1.5% per month (or the highest rate allowed by law, whichever is less)
beginning from the date first due until paid in full.
3.4 Taxes and Fees. All charges for Service are exclusive of Applicable Taxes
(as defined below). Except for taxes based on SW's net income, Customer
will be responsible for all applicable taxes that arise in any
jurisdiction, including, without limitation, value added, consumption,
sales, use, gross receipt's, excise, access, bypass, franchise or other
taxes, fees, duties, charges or surcharges, however designated, imposed on,
incident to, or based upon the provision, sale or use of the Service
(collectively "Applicable Taxes").
3.5 Regulatory and Legal Changes. In the event of any change in applicable law,
regulation, decision, rule or order that materially increases the costs or
other terms of delivery of Service, SW and Customer will negotiate
regarding the rates to be charged to Customer to reflect such increase in
cost and, in the event that the parties are unable to reach agreement
respecting new rates within thirty (30) days after SW'S delivery of written
notice requesting renegotiation, then (a) SW may pass such increased costs
through to Customer, and (b) if SW elects to pass such increased costs
through to Customer, Customer may terminate the affected Service without
termination liability by delivering written notice of termination no later
than thirty (30) days after the effective date of the rate increase.
Further, if any Federal, state or local governing body determines that any
terms of delivery of services under this Master Service Agreement
constitutes non-compliance of an applicable law, regulation, decision, rule
or order, then SW and Customer will negotiate in good faith to make the
necessary changes to this Master Service Agreement to rectify any
deficiencies causing non-compliance. If SW and Customer are not able to
mutually agree upon changes in the terms of service to rectify any such
non-compliance within 30 days of becoming aware of any such non-compliance,
then this Master Service Agreement automatically becomes null and void
without penalty to either party.
3.6 Disputed Invoices. If Customer reasonably disputes any portion of a SW
invoice, Customer must pay the undisputed portion of the invoice and submit
written notice of the claim (with sufficient detail of the nature of the
claim, the amount and invoices in dispute and information necessary to
identify the affected Service(s)) for the disputed amount. All claims must
be submitted to SW in writing within thirty (30) days from the date of the
invoice for those Services. Customer waives the right to dispute any
charges not disputed within such thirty (30) day period. In the event that
the dispute is resolved against Customer, Customer shall pay such amounts
plus interest at the rate referenced in Section 3.3.
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3.7 Termination Charges.
Customer may terminate Service prior to the end of the Service Term upon sixty
(60) days' prior written notice to SW (with sufficient detail necessary to
identify the affected Service). In the event that Customer terminates Service or
in the event that the delivery of Service is terminated by SW as the result of
an uncured default by Customer pursuant to Section 4.2 of this Agreement,
Customer shall pay SW a termination charge equal to the sum of:
(i) all unpaid amounts for Service provided through the date of
termination; any third party cancellation/termination charges related
to the installation and/or termination of ancillary services for which
SW committed on behalf of Customer;
(ii) the non-recurring charges for any cancelled Service, if not already
paid;
(iii) for any recurring Service, 50% of the remaining monthly recurring
charges that would have been incurred for the Service.
The parties acknowledge that the cancellation or termination charges set forth
in this Section 3.7 are a genuine estimate of the actual damages that SW will
suffer and are not a penalty.
In the event that the current owner of the Customer sells substantially all of
its equity interest in the Customer to an unrelated third party, in an
arm's-length transaction, then the Customer may elect to terminate the Service
prior to the end of the Service Term without penalty, upon sixty day written
notice and the payment of any due but unpaid charges for Service.
ARTICLE 4. TERM AND TERMINATION
4.1 Term. This Agreement shall become effective on the Effective Date and shall
continue for a period of ten (10) years thereafter ("Agreement Term"),
unless earlier terminated as provided herein. At the end of the initial
Agreement Term, the Agreement Term shall automatically renew on a
month-to-month basis until terminated by either party upon thirty (30)
days' prior written notice to the other party.
Except as otherwise set forth herein, SW shall deliver the Service for the
entire duration of the Service Term, and Customer shall pay all charges for
delivery thereof through the end of the Service Term. To the extent that the
Service Term for any Service extends beyond the Agreement Term, then this
Agreement shall remain in full force and effect for such Service until the
expiration or termination of such Service Term.
4.2 Default By Customer. If (i) Customer makes a general assignment for the
benefit of its creditors, files a voluntary petition in bankruptcy or any
petition or answer seeking, consenting to, or acquiescing in
reorganization, arrangement, adjustment, composition, liquidation,
dissolution or similar relief; (ii) an involuntary petition in bankruptcy
or other insolvency protection against Customer is filed and not dismissed
within sixty (60) days; (iii) Customer fails to make any payment required
hereunder when due, and such failure continues for a period of five (5)
business days after written notice from SW, or (iv) Customer fails to
observe and perform any material term of this Agreement (other than payment
terms) and such failure continues for a period of thirty (30) days after
written notice from SW; then SW may (A) terminate this Agreement and any
Customer Order, in whole or in part, in which event SW shall have no
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further duties or obligations thereunder, and/or (B) subject to Section
5.1, pursue any remedies SW may have under this Agreement, at law or in
equity.
4.3 Default By SW. If (i) SW makes a general assignment for the benefit of its
creditors, files a voluntary petition in bankruptcy or any petition or
answer seeking, consenting to, or acquiescing in reorganization,
arrangement, adjustment, composition, liquidation, dissolution or similar
relief; (ii) an involuntary petition in bankruptcy or other insolvency
protection against SW is filed and not dismissed within sixty (60) days; or
(ii) SW fails to observe and perform any material term of this Agreement
and such failure continues for a period of thirty (30) days after written
notice from Customer; then Customer may (A) terminate this Agreement and/or
any Customer Order, in whole or in part, in which event Customer shall have
no further duties or obligations thereunder, and/or (B) subject to Section
5.1, pursue any remedies Customer may have under this Agreement, at law or
in equity.
ARTICLE 5. LIABILITIES AND INDEMNIFICATION
5.1 No Special Damages. Notwithstanding any other provision hereof, neither
party shall be liable for any damages for loss of profits, loss of
revenues, loss of goodwill, loss of anticipated savings, loss of data or
cost of purchasing replacement services, or any indirect, incidental,
special, consequential, exemplary or punitive damages arising out of the
performance or failure to perform under this Agreement or any Customer
Order.
5.2 Personal Injury and Death. Nothing in this Agreement shall be construed as
limiting the liability of either party for personal injury or death
resulting from the negligence of a party or its employees.
5.3 Disclaimer of Warranties. SW MAKES NO WARRANTIES OR REPRESENTATIONS,
EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW. STATUTORY OR
OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR USE, EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY
APPLICABLE SERVICE SCHEDULE.
5.4 Indemnification. Each party hereby indemnifies, defends and holds harmless
the other party, its parents, subsidiaries and affiliates, and their
respective officers, directors, agents, employees and contractors, from and
against any and all claims, actions, liabilities, damages, costs, expenses
or losses of any kind whatsoever (including reasonable attorneys' fee and
disbursements) relating to or resulting from: (i) any negligent acts or
omissions or willful misconduct of that party and/or its agents or
employees; or (ii) any material breach by a party of any of its
obligations, covenants, agreements, warranties or representations under
this Agreement.
ARTICLE 6. SERVICE LEVELS
6.1 SW shall provide the services as more fully described in the Service
Schedule, attached hereto as Exhibit A.
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ARTICLE 7. GENERAL TERMS
7.1 Confidentiality and Disclosure. For a period of ten (10) years after
disclosure, neither party will use the other's Confidential Information, as
defined herein, without the other's written consent except in furtherance
of the relationship created by this Agreement or subsequent agreements or
disclose the other's confidential information except (i) to obtain advice
from legal or financial consultants, or (ii) if compelled by law, in which
case the disclosing party will use its best efforts to give the other party
notice of the requirement so that the disclosure can be contested. The
parties to this Agreement will take reasonable precautions to safeguard
each other's Confidential Information. Such precautions will be at least as
great as those each take to protect their own Confidential Information. The
parties to this Agreement will disclose each other's Confidential
Information to their respective employees or consultants only on a
need-to-know basis and subject to the confidentiality obligations imposed
here. When Confidential Information is no longer necessary to perform any
obligation under any of the agreements, each party will return it to the
other or destroy it at the other's request.
7.2 Force Majeure. Neither party shall be liable, nor shall any credit
allowance or other remedy be extended, for any failure of performance due
to causes beyond such party's reasonable control ("force majeure event").
In the event SW is unable to deliver Service as a result of a force majeure
event, Customer shall not be obligated to pay SW for the affected Service
for so long as SW is unable to deliver the affected Service.
7.3 Assignment and Resale. Except for an assignment to an Affiliate, neither
party may assign its rights and obligations under this Agreement or any
Customer Order or Service Schedule without the express prior written
consent of the other party, which will not be unreasonably withheld. This
Agreement shall apply to any permitted transferees or assignees.
Notwithstanding any permitted assignment by Customer, Customer shall remain
liable for the payment of all charges due under each Customer Order.
7.4 Affiliates:
(A) Service may be provided to Customer pursuant to this Agreement by an
Affiliate of SW. If a Customer Order requires the delivery of Service in a
jurisdiction where, in order for such Customer Order to be enforceable
against the parties, additional terms must be added, then the parties
shall incorporate such terms into the Customer Order (preserving, to the
fullest extent possible, the terms of this Agreement). Notwithstanding any
provision of Service to Customer pursuant to this Agreement by an
Affiliate of SW, SW shall remain responsible to Customer for the delivery
and performance of the Service in accordance with the terms and conditions
of this Agreement.
(B) The parties acknowledge and agree that Customer's Affiliates may
purchase Service under this Agreement; provided, however, any such
Customer Affiliate purchasing Service hereunder agrees that such Service
is provided pursuant to and governed by the terms and conditions of this
Agreement. Customer shall be jointly and severally liable far all claims
and liabilities arising under this Agreement related to Service ordered by
any Customer Affiliate, and any event of default under this Agreement by
any Customer Affiliate shall also be deemed an event of default by
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Customer. Any reference to Customer in this Agreement with respect to
Service ordered by a Customer Affiliate shall also be deemed a reference
to the applicable Customer Affiliate.
(C) Notwithstanding anything in this Agreement to the contrary, either
party may provide a copy of this Agreement to its Affiliate or such other
party's Affiliate for purposes of this Section 7.3, without notice to, or
consent of, the other party.
7.5 Notices. Notices hereunder shall be in writing and sufficient and received
if delivered in person, or when sent via facsimile, pre-paid overnight
courier, electronic mail (if an e-mail address is provided below) or sent
by U.S. Postal Service (or First Class International Post (as applicable)),
addressed as follows:
If to Strainwise, Inc.:
1350 Independence Street
Suite 300
Lakewood, CO 80215
Attention: Erin Phillips, President
If to Customer:
The 32nd Avenue Grow Facility
8468 Lewis Court
Arvada, CO 80005-5242
Attention: Shawn Phillips, Chief Executive Officer
or, at such other address as the party to whom notice is to be given may
have furnished to the other party in writing in accordance herewith. All
such notices shall be deemed to have been given on (i) the date delivered
if delivered personally, (ii) the business day after dispatch if sent by
overnight courier, (iii) the third business day after posting if sent by
U.S. Postal Service (or other applicable postal delivery service), or (iv)
the date of transmission if delivered by facsimile or electronic mail (or
the business day after transmission If transmitted on a weekend or legal
holiday). Notwithstanding the foregoing, any notices delivered by SW to
Customer in the normal course of provisioning of Service hereunder shall
be deemed properly given if delivered via any of the methods described
above or via electronic mail to the address listed on any Customer Order.
7.6 Marks and Publicity.
(A) Neither party shall have the right to use the other party's or its
Affiliates' trademarks, service marks or trade names without the prior
written consent or the other party. The marks used by SW are either
registered trademarks or service marks of SW, its Affiliates, or third
parties in the United States and/or other countries.
(B) Neither party shall issue any press release relating to any
contractual relationship between SW and Customer, except as may be
required by law or agreed between the parties in writing.
7.7 Non-Disclosure. Any information or documentation disclosed between the
parties during the performance of this Agreement shall be subject to the
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terms and conditions of the applicable non-disclosure agreement then in
effect between the parties.
7.8 Governing Law. This Agreement will be governed by and will be construed and
enforced in accordance with the laws of the State of Colorado applicable to
agreements entered into and performed within such State, without reference
to the conflicts-of-law of such State.
7.9 Venue. The Parties agree that all suits, actions, claims and causes of
action relating to the construction, validity, performance and enforcement
of this Agreement shall be commenced in the City and County of Denver,
Colorado.
7.10 Entire Agreement. This Agreement, including any Service Schedule(s) and
Customer Order(s) executed hereunder, constitutes the entire and final
agreement and understanding between the parties with respect to the Service
and supersedes all prior agreements relating to the Service, which are of
no further force or effect.
All Service Schedules, whether attached hereto or executed between the
parties after the Effective Date, are integral parts hereof and are hereby
made a part of this Agreement. In the event that Customer desires to add
additional Services offered by SW after the Effective Date, then the
parties shall negotiate the terms of a Service Schedule for such Service
but Customer shall not be bound to the terms of any additional Service
Schedule unless both it and SW have so agreed to the new Service Schedule
in writing.
7.11 Amendment. This Agreement, and any Service Schedule or Customer Order, may
only be modified or supplemented by an instrument in writing executed by a
duly authorized representative of each party. Without limiting the
generality of the foregoing, any handwritten changes to a Customer Order or
any terms and conditions included in any Customer-provided purchase order
shall be void unless acknowledged and approved in writing by a duly
authorized representative of each party.
7.12 Order of Precedence. In the event of any conflict between this Agreement
and the terms and conditions of any Service Schedule and/or Customer Order,
the order of precedence is as follows: (1) the Service Schedule, (2) this
Agreement, and (3) the Customer Order.
7.13 Survival. The provisions of this Article 7 and Articles 3, 5 and 6 and any
other provisions of this Agreement that by their nature are meant to
survive the expiration or termination of this Agreement shall survive the
expiration or termination of this Agreement.
7.14 Relationship of the Parties. The relationship between Customer and SW shall
not be that of partners, agents, or joint ventures for one another, and
nothing contained in this Agreement shall be deemed to constitute a
partnership or agency agreement between them for any purposes, including,
without limitation, for federal income tax purposes.
7.15 No Waiver. No failure by either party to enforce any right(s) hereunder
shall constitute a waiver of such right(s).
7.16 Severability. If any provision of this Agreement shall be declared invalid
or unenforceable under applicable law, said provision shall be ineffective
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only to the extent of such declaration and such declaration shall not
affect the remaining provisions of this Agreement. In the event that a
material and fundamental provision of this Agreement is declared invalid or
unenforceable under applicable law, the parties shall negotiate in good
faith respecting an amendment hereto that would preserve, to the fullest
extent possible, the respective rights and obligations Imposed on each
party under this Agreement as originally executed.
7.17 Joint Product. The parties acknowledge that this Agreement is the joint
work product of the parties. Accordingly, in the event of ambiguities in
this Agreement, no inferences shall be drawn against either party on the
basis of authorship of this Agreement.
7.18 Third Party Beneficiaries. This Agreement shall be binding upon. Inure
solely to the benefit of and be enforceable by each party hereto and their
respective successors and assigns hereto, and nothing in this Agreement,
express or implied, is intended to or shall confer upon any thirty party
any right, benefit or remedy of any nature whatsoever under or by reason of
this Agreement.
7.19 Counterparts. This Agreement may be executed in one or more counterparts,
all of which taken together shall constitute one and the same instrument.
Electronic or facsimile signatures shall be sufficient to bind the parties
to this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the Effective Date.
DENVER CORRIDOR, INC.
By:/s/ Shawn Phillips
---------------------------------------
Shawn Phillips, Chief Executive Officer
STRAINWISE, INC.
By:/s/ Erin Phillips
---------------------------------------
Erin Phillips, President
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EXHIBIT A
Customer Order
and
Service Schedule
June 10, 2014
Denver Corridor, Inc. ("Customer") orders from Strainwise, Inc. ("SW") the below
described services for the Customer's operating entity, the 32nd Avenue Grow
Facility, located at 21000 East 32nd Avenue Parkway, Aurora, CO 80111:
1. Administration and Services - $20,000 per month
o General management as deemed necessary and appropriate to provide
sufficient oversight
o Employee leasing
o Security planning, implementation and maintenance
o SW will not participate in any manner in the actual retail sale or
wholesale of any marijuana or marijuana infused products of the
Customer
2. Accounting and Financial Services - $3,000 per month
o General accounting and financial statement preparation and reporting
o Installation and maintenance of general ledger and accounting systems
o Implementation maintenance of internal controls over financial
reporting and asset safeguards
o Accounts receivable processing
o Cash collection processing
o Accounts payable processing
3. Compliance Services - $2,500 per month
o State, county and municipality regulatory compliance monitoring
o Report preparation and filings to Federal, state, county and municipal
departments
4. Nutrient Supplies - Cost plus 90% Markup
o Bulk procurement of crop nutrients on a co-op, high volume basis to
obtain price point volume discounts
o Vendor contracting and management
5. Production Facilities - The Product of the Sum of All Costs plus the
Amortization of Capital Improvements Multiplied by 1.40 (40% Markup)
o Provide buildings and cultivation fields on which the Customer may
grow marijuana plants.
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o Furnish the buildings with grow lights, shelving, air conditioning,
dehumidification and other equipment needed to cultivate and grow
marijuana.
o Management of inventory to approximate just-in-time capacity levels
o Multi-location product distribution and control
o Manage the physical production facilities, however, SW will not
participate in any manner in the cultivation and growing of marijuana
crops
o The Customer is responsible for providing all employees who will
actually grow and distribute the marijuana production.
DENVER CORRIDOR, INC.
By: /s/ Shawn Phillips
---------------------------------------
Shawn Phillips, Chief Executive Officer