CONSULTING
AGREEMENT AND APPOINTMENT TO BOARD OF DIRECTORS


 


 


THIS
CONSULTING AGREEMENT (“Agreement”) entered into effective May 11, 2017, between Rocky Mountain High Brands, Inc. (hereinafter
“RMHB” or “Company”) and Kevin Harrington (hereinafter the "Consultant").


 


		1.	Term
                                         of Agreement.



 


		(a)	Term.
                                         The term of this Agreement is for 2 years, commencing on May 11, 2017.



 


		2.	Duties
                                         and Appointment.



 


		(a)	General
                                         Duties. The Consultant shall consult with and render advice to RMHB as a marketing and
                                         communications consultant. Consultant is also appointed, effective immediately, as a
                                         Board Member of the RMHB Board of Directors.



 


		(b)	Devotion
                                         of Time. The Consultant shall devote such business time, attention and energies to the
                                         fulfillment of his duties as a marketing and communications consultant and as a Board
                                         Member as Consultant deems necessary.



 


		3.	Compensation.



 


		(a)	Beginning
                                         May 11, 2017, on the 11th day of each month thereafter, Consultant shall receive
                                         $8,000.00 for consulting duties. Compensation for duties as a Board Member shall $16,000.00
                                         on an annual basis.



 


		(b)	Consultant
                                         acknowledges that he is an independent Consultant and is not an employee of RMHB. The
                                         Parties hereto understand and acknowledge that this relationship may change in the future
                                         but such change shall be documented in a separate document.



 


		(c)	Consultant
                                         shall be reimbursed for reasonable expenses incurred in his performance under this Agreement.



 


		(d)	In
                                         addition to the above monetary compensation, Consultant shall be issued shares of common
                                         stock of RMHB in accordance to the following schedule:



		i)	7,000,000
                                         vested options at strike price of $0.045/share to be issued immediately.



		ii)	2,000,000
                                         vested options at a strike price of $0.045/share to be issued on or before November 11,
                                         2017.



		iii)	Additional
                                         vested options will be awarded as the Company deems appropriate.



 


		4.	Nondisclosure
                                         of Confidential Information.



 


		(a)	The
                                         Consultant acknowledges that during his association with the Company he will learn and
                                         will have access to confidential information regarding RMHB and its affiliates, including
                                         without limitation (i) confidential or secret plans, programs, documents, agreements
                                         or other material relating to the business, services or activities of RMHB and its affiliates
                                         and (ii) trade secrets, market reports, customer investigations, customer lists and other
                                         similar information that is proprietary information of RMHB or its affiliates (collectively
                                         referred to as "Confidential Information"). The Consultant acknowledges that
                                         such Confidential Information as is acquired and used by the Company or its affiliates
                                         is a special, valuable and unique asset.



 



    	 		 



     


    

 


		(b)	All
                                         records, files, materials and Confidential Information obtained by the Consultant in
                                         the course of his association with the Company are confidential and proprietary and shall
                                         remain the exclusive property of the Company or its affiliates, as the case may be. The
                                         Consultant will not, except in connection with and as required by his performance of
                                         his duties under this Agreement, for any reason use for his own benefit or the benefit
                                         of any person or entity with which he may be associated or disclose any such Confidential
                                         Information to any person, firm, corporation, association or other entity for any reason
                                         or purpose whatsoever without the prior written consent of the Company’s Board
                                         unless such Confidential Information previously shall have become public knowledge through
                                         no action by or omission of the Consultant.



 


		5.	Consultant’s
                                         Representations. Consultant represents that he is not a party to any agreements or contracts,
                                         or employment agreements, or anything of similar nature, whether written or otherwise,
                                         including but not limited to non-competition agreements or non-disclosure agreements,
                                         with any person, company or entity of any nature whatsoever, which relate to or which
                                         in any way or manner prevents him from performing the duties contemplated by this Agreement.
                                         Consultant further warrants that by entering into this Agreement he will not be breaching
                                         any fiduciary duty, usurping any corporate opportunity or other opportunity of any nature,
                                         which is owed to any entity or person.



 





		6.	Assignability.
                                         The Consultant's obligations hereunder may not be assigned or alienated and any attempt
                                         to do so by the Consultant will be void.



 





		7.	Notices
                                         and Addresses. All notices, offers, acceptance and any other acts under this Agreement
                                         (except payment) shall be in writing, and shall be sufficiently given if delivered to
                                         the addressees in person, by electronic mail, by Federal Express or similar receipted
                                         delivery, by facsimile delivery or, if mailed, postage prepaid, by certified mail, return
                                         receipt requested, as follows:



 


To
the Company: Rocky Mountain High Brands, Inc.


9101
LBJ Freeway,


Suite
200


Dallas,
TX 75243


 


To
the Consultant: Kevin Harrington


_________________


_________________


 


Or
to such other address as either of them, by notice to the other may designate from time to time. The transmission confirmation
receipt from the sender's facsimile machine or delivery by electronic mail (eMail) shall be conclusive evidence of successful
facsimile delivery. Time shall be counted to, or from, as the case may be, the delivery in person or by mailing.


 


8.    Use
of Consultant’s Name for Public Dissemination. Consultant agrees that RMHB may use his name, background and experience in
all Company related press releases, SEC filings and other forms of public dissemination for the benefit of the Company. Consultant
shall have the opportunity to review and modify if necessary all of such releases prior to publication


 



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	9.		Counterparts.
                                         This Agreement may be executed in one or more counterparts, each of which shall be deemed
                                         an original but all of which together shall constitute one and the same instrument. The
                                         execution of this Agreement may be by actual or facsimile signature.



 





	10.		Governing
                                         Law. This Agreement and any dispute, disagreement, or issue of construction or interpretation
                                         arising hereunder whether relating to its execution, its validity, and the obligations
                                         provided therein or performance shall be governed or interpreted according to the internal
                                         laws of the State of Texas without regard to choice of law considerations, and sole and
                                         exclusive venue and jurisdiction shall be in the Courts of Dallas County, Texas.



 


	11.	.	Entire
                                         Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes
                                         all prior oral and written agreements between the parties hereto with respect to the
                                         subject matter hereof. Neither this Agreement nor any provision hereof may be changed,
                                         waived, discharged or terminated orally, except by a statement in writing signed by the
                                         party or parties against whom enforcement or the change, waiver discharge or termination
                                         is sought.



 


IN
WITNESS WHEREOF, RMHB and Consultant have executed this Agreement as of the date and year first above written.


 


 


Rocky
Mountain High Brands, Inc.


 






By:
/s/ Jerry Grisaffi


Jerry
Grisaffi


Chairman
of the Board


 


 


 


/s/
Kevin Harrington


Kevin
Harrington


 



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