Exhibit
10.6


 





 


AGREEMENT


 


This
Agreement is made, effective as of the 17th day of February, 2019 (“Effective Date”), by and between CBD
UNLIMITED INC., a Nevada Corporation existing under the laws of the State of Nevada, with its principal place of business located
at 38246 N. Hazelwood Circle, Cave Creek, AZ 85331 (hereinafter referred to as “Supplier”) and Gold Coast Distributors
LTD, a Corporation existing under the laws of the State of New York, with its principal place of business located at 17 Eltona
Place, East Northport, New York (hereinafter referred to as “Distributor”) (each is individually referred to herein
as “Party” and collectively as the “Parties”).


 


RECITALS


 


WHEREAS,
Supplier is engaged in the manufacture, sale, marketing and distribution of beverage products.


 


WHEREAS,
Distributor is engaged in the sale and distribution of consumable products, has represented to the Supplier that it has adequate
facilities, transport equipment and personnel to distribute Supplier’s products and desires to accept the responsibility
for distributing in the market described in this Agreement.


 


WHEREAS,
Supplier desires Distributor to become Distributor of Supplier’s products in accordance with the terms and conditions of
this Agreement.


 


WHEREAS,
the spirit of this Agreement supports the growth of Supplier’s brand and products while reasonably protecting the financial,
operational and reputational resources expended by Distributor during this process.


 


NOW,
THEREFORE, in consideration of the foregoing, and of the mutual benefits and obligations set forth in this Agreement, the Parties
agree as follows:


 


AGREEMENT


 


	1.	DEFINITIONS




 


As
used in this Agreement, the terms listed below shall be defined as follows:


 


	 	A.	“Agreement” shall mean this Agreement, as
the same may be amended, supplemented or otherwise modified from time to time in writing and with the mutual consent of the Parties.
	 	 	 




	 	B.	“Cost” shall mean Distributor’s cost
for Products delivered to Distributor’s current warehouse space in Brooklyn, New York or any other future warehouse, provided
that the warehouse address is located within any of the New York City boroughs.
	 	 	 




	 	C.	“Products” shall be defined as consumable
CBD products for people and animals.
	 	 	 




	 	D.	“Territory” shall mean the, Boroughs of
Brooklyn, Queens and Manhattan in the State of New York. Accounts listed in Addendage B




 




    	CBD Unlimited 38246 N Hazelwood Cir Cave Creek, AZ 85331



     


    

 





 


	2.	TERM OF AGREEMENT




 


The
term of this Agreement shall commence on the Effective Date of this Agreement and shall continue until terminated under the terms
and conditions of this Agreement (the “Term”).


 


	3.	GRANT OF DISTRIBUTION RIGHTS




 


	 	A.	 Exclusive
    – Subject to the terms and conditions of this Agreement, Supplier hereby grants to Distributor, and Distributor hereby
    accepts from Supplier, an exclusive right to distribute the Product to customers located in the Territory.
	 	 	 
	 	B.
    	Supplier
    retains the right to self-invoice and self-distribute the Products to previously established customers and any un-served retail
    accounts until such time that Gold Coast is able to service the account.
	 	 	 
	 	C.
    	Notwithstanding
    any other conditions herein, Supplier reserves the right to alternatively service and distribute Product to the following
    channels of trade and/or types of accounts:


 


	 	a.
    	National
    accounts that require supplier to ship directly based upon inability to distribute nationally through dsd (direct store delivery)
    distributors. Any account with more than 50 locations requires approval from supplier before pursuing.
	 	b.	 Chain
    accounts with Distributor having the right of first refusal. 


 


	 	D.
    	Distributor
    may appoint sub-distributors in furtherance of its obligations under this Agreement to service the Territory encompassed by
    this Agreement. Distributor shall be responsible for the conduct of all of its sub-distributors. In the event this Agreement
    is terminated, any and all sub-distributor agreements shall be automatically terminated. The Distributor agrees to indemnify
    and hold harmless Supplier against any and all damages and costs, including attorneys’ fees and all other expenses incidental
    thereto, incurred as a result of any claim (s) asserted by any of the Distributors’ sub-distributors. In the event that
    Supplier is dissatisfied for any reason whatsoever with performance of any of the Distributor’s sub distributors, Supplier
    may notify the Distributor of such dissatisfaction and it shall be the obligation of the Distributor to terminate the sub-distributor
    within sixty (60) days of said notification by Supplier, without any disruption of service to the retail accounts being serviced
    by said sub-distributor
	 	 	 
	 	E.
    	If
    Supplier introduces a new item, product line or extension during the Term, then such new item, product in or extension shall
    be offered to Distributor for distribution within the Territory. If Distributor accepts the distribution of such new item,
    product line or extension and commences the sale and distribution of such within thirty (30) days after notification from
    Supplier, then such new retail item, retail product line or detail extension shall be included within the definition of “Product”.


 




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	4.	PRODUCT DISTRIBUTION




 


	 	A.	Distributor
    shall at all times use its diligent and good faith efforts to market, promote and expand the sale of products in the Territory.
	 	 	 
	 	B.	Distributor
    and any of its sub-distributors shall (i) store, handle and distribute its inventory of Products in clean, sanitary conditions
    as required to maintain Product quality and in accordance with Supplier’s specifications; (ii) not alter Products in
    any manner, and (iii) comply with all applicable federal, state and local food, health and other applicable laws and regulations.
	 	C.	If
    Supplier determines, in its sole discretion, that Supplier shall undertake a market withdrawal or recall of the Products,
    Distributor agrees that it shall fully cooperate with Supplier and take all reasonable and necessary actions requested by
    Supplier, including but not limited to a notification to accounts and retrieval of Products from retailers at Supplier’s
    sole expense.
	 	 	 
	 	D.	Supplier
    agrees that Distributor does not guarantee the purchase or performance level of any retailer.
	 	 	 
	 	E.	Supplier
    will have its own sales force in the Territory to supplement the efforts of Distributor. Distributor agrees to deliver to
    accounts opened by supplier.


 


	5.	PRODUCT SUPPLY




 


	 	A.	All
    orders for Product requested by Distributor shall be in writing and received by Supplier at least 60 days prior to requested
    ship date for initial shipment date. Regular replacement orders would then require 2 week notification.
	 	 	 
	 	B.	Supplier
    shall replace, at its own expense, all Products which are spoiled, damaged, or otherwise do not meet the requirements of the
    Agreement. Supplier shall also be responsible for unsaleable packages physically damaged prior to arrival at Distributor’s
    warehouse. Distributor shall provide supporting photos/documentation in each event and provide notification within 72 hours
    as noted in Addendage C.
	 	 	 
	 	C.	If
    Distributor shall undertake a market withdrawal or recall of the Products, Distributor agrees that it shall fully cooperate
    with Supplier and take all reasonable and necessary actions requested by Supplier, including but not limited to a notification
    to accounts and retrieval of Products from retailers at Suppliers sole expense.
	 	 	 
	 	D.	Supplier
    agrees to guarantee all Products (“Guaranteed Sale”) purchased by Distributor for the initial twelve (12) months
    of distribution of each Product. Supplier shall replace, at its own expense (or provide a credit to Gold Coast for the Cost
    of such Products) any product not saleable for any reason. This Guaranteed Sale provision includes any Product returned by
    and retailer to Gold Coast for any reason.


 




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	 	E.	Following
    the twelve (12) twelve month Guaranteed Sale period, Supplier shall be responsible for the Cost of any expired and unsold
    Product returned to Distributor by retailer after a minimum of (120) one hundred and twenty days. Distributor will provide
    documentation for any Product that is returned by one of its retailers. Distributor will submit monthly store level inventory
    and be granted clearance allowance.
	 	 	 
	 	F.	If
    Distributor receives any Product that does not meet the minimum shelf life guarantee, Supplier shall replace, at its own expense
    (or provide a credit to Distributor for the Cost of such Products) any of the Product that is not sold by Distributor prior
    to expiration. This provision shall also include any of the short-dated Products returned by any retailer to Distributor for
    any reason.
	 	 	 
	 	G.	Products
    shall be manufactured and labeled in all material respects in accordance with all applicable federal, state and local laws
    and regulations, including but not limited to the U.S. Food, Drug and Cosmetic Act, the Occupational Safety and Health Act,
    and all associated regulations, including but not limited to Good Manufacturing Practices. Acknowledging current position
    of CBD in the marketplace as noted in Addendage C.
	 	 	 
	 	H.	Supplier
    represents and warrants to Distributor that all Products sold by it at the time and place of delivery to Distributor shall
    be fit for the purpose intended and merchantable.
	 	 	 
	 	I.	Distributor
    agrees to deliver to accounts opened by supplier as needed within territories.
	 	 	 
	 	J.	Distributor
    to provide a Monthly report showing inventory versus sell through.


 


	6.	PRODUCT COST AND PAYMENT TERMS




 


	 	A.	Supplier
    to provide a 10% discount on national wholesale cost. Discount and commission listed to cover all Supplier account level funding
    liabilities except for agreed to product clearance allowances.
	 	 	 
	 	B.	Supplier
    acknowledges that Distributor will set a wholesale rate of not less than 30 percent above Distributors net cost. 
	 	 	 
	 	C.	Supplier
    agrees not to sell Product directly or indirectly below these rates in the territory.
	 	 	 
	 	D.	Supplier
    agrees that Distributor will pay net 60 for all products purchased by distributor with no minimum purchasing requirements.
	 	 	 


 




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	 	E.	The
    Parties acknowledge that Supplier may revise Costs for Products at any time and Supplier will give Distributor no less than
    ninety (90) days’ notice of its intention to change the Cost of any individual Product.
	 	 	 
	 	F.	Supplier
    agrees within reason that shall assist distributor with efforts in obtaining accounts such as with Intro deals (i.e. percentage
    off, buy one get one) and promotions (TBD) including all samples and demos.


 


	7.	TERMINATION




 


	 	A.	Distributor
    may terminate this Agreement at any time, with or without cause, by providing Supplier with sixty (60) days advance written
    notice.
	 	 	 
	 	B.	Non-compete,
    if Distributor terminates agreement without cause, Distributor cannot immediately start selling competing product line until
    60 days past the date of termination.
	 	 	 
	 	C.	Supplier
    may terminate this Agreement at any time, with or without cause, by providing Distributor with sixty (60) days advance written
    notice (a “Termination Notice”). If without cause, Supplier agrees to paying a Termination fee as described in
    paragraphs b.1), b.2), and b.3).


 


	(c.1)
    	If
    Termination without cause by Supplier occurs during the first (12) calendar months. Supplier will pay an amount equal to the
    Net Purchases of the Products made by Distributor during the first twelve (12) calendar months immediately preceding the date
    of termination (such period, the “Determination Period”) multiplied by one (1) (such total amount the “Termination
    Fee”). If termination should occur prior to a twelve (12) month period, then a monthly average will be calculated and
    multiplied by twelve (12).
	 	 
	(c.2)
    	If
    Terminated without cause by Supplier after first 12 months and before 24 months then Termination fee will be the amount equal
    to Net purchases of the product made by Distributor during prior (6) calendar months from date of termination multiplied by
    (.75).
	 	 
	(c.3)
    	If
    Terminated without cause by Supplier after 24 months, Termination fee will be the amount equal to Net purchases of the product
    made by Distributor during prior (6) calendar months from date of termination multiplied by (.5).


 


	 	D.	“Net
    Purchases” shall be defined as the sum of all products purchased by Distributor during the Determination Period, less
    any credits, returns or deductions applied by Distributor to the same invoices.


 




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	 	E.	In
    order to affect an orderly termination, with seven (7) days of the effective date of the termination of this Agreement under
    this paragraph Distributor will return to Supplier all saleable Products held by Distributor.


 


	8.	INDEPENDENT CONTRACTORS




 


Distributor
and Supplier shall remain independent contractors and nothing herein shall be interpreted as the Parties hereto acting in concert
or as joint ventures or partners.


 


Distributor
and Supplier do not convey to each other any property interest in the other’s corporate name, trademarks, or patents.


 


	9.	SUCCESSORS, ASSIGNS AND LICENSEES




 


	 	A.	This
    Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns,
    including, but not limited to, any affiliated or non-affiliated entity of Supplier that has or acquires the right to sell
    or market the Products, including under a license or other legal instrument granted by or to Supplier. The assignee of a permitted
    assignment shall remain obligated for the faithful performance of this Agreement and such assignment shall be made subject
    to all terms and conditions of this Agreement.


 


10.
INDEMNIFICATION


 


	 	A.	Distributor
    shall indemnify and hold harmless Supplier, its affiliates, and their respective officers, directors, members, employees,
    attorneys, insurers and agents, from any and all loss, liability, claim, damage, including, but not limited to, claims of
    injury or death to persons or damage to property and expenses (including reasonable attorneys’ fees) which they, or
    any of them, may suffer or incur that arises from or relates to Distributor’s performance or non-performance of its
    obligations under this Agreement, any intentional or negligent act or omission to act or other wrongdoing on the part of Distributor
    or any of its employees, agents, officers or directors, or any violation of law by Distributor or any of its employees, agents,
    officers or directors.
	 	 	 
	 	B.	Supplier
    shall indemnify and hold harmless Distributor, its affiliates, and their respective officers, directors, employees, attorneys,
    insurers and agents, from any and all loss, liability, claim, damage, including, but not limited to, claims of injury or death
    to persons or damage to property and expenses (including reasonable attorneys’ fees) which they, or any of them, may
    suffer or incur that arises from or relates to Supplier’s performance or non-performance of its obligations under this
    Agreement, any intentional or negligent act or omission to act or other wrongdoing on the part of Supplier or any of its employees,
    agents, officers or directors, or any violation of law by Supplier or any of its employees, agents, officers or directors.


 




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	 	C.	Notwithstanding
    any other provision of this Agreement, in no event shall either Party be liable to the other Party for compensation, reimbursement
    or damages relating to goodwill, incidental, special or consequential damages, or punitive damages.
	 	 	 
	 	D.	In
    any claim for indemnification under this Agreement, the Party seeking indemnification (the “Indemnitee”) shall
    give written notice to the other Party (the “Indemnitor”) with reasonable promptness after notice of any claim
    or suit involving, or which could involve, an indemnifiable claim under this Agreement. Notwithstanding anything to the contrary
    provided in this Agreement, in any action in which a third party asserts one or more claims against the Indemnitee (whether
    or not such claim is covered by insurance), the Indemnitee shall assert his, her or its right of indemnification against the
    Indemnitor in that action, by whatever procedural options are available to the Indemnitee and, in such circumstances, neither
    the Indemnitee nor the Indemnitor shall be bound by any Arbitration requirements under this Agreement. If the Indemnitor has
    acknowledged in writing its obligation to indemnify the Indemnitee in respect of the third party claim, the Indemnitee shall
    not settle or otherwise compromise such claim without the prior written consent of the Indemnitor, which consent shall not
    be unreasonably withheld, conditioned or delayed. The Parties shall cooperate with one another in the defense of any indemnifiable
    third party claim.


 


	11.	INSURANCE




 


During
the Term, Supplier shall provide, and keep in force, at Supplier’s sole expense, a comprehensive general liability insurance
policy (on an occurrence rather than claims made basis), with limits of liability of not less than two million dollars ($2,000,000.00)
for product liability claims, which policy shall name Gold Coast as an additional insured. Supplier will provide Gold Coast with
a Certificate of Insurance naming Gold Coast as an additional insured on its respective liability coverage and such certificate
shall provide that the policy will not be cancelled without at least thirty (30) days prior written notice to Gold Coast.


 


	12.	DISPUTE RESOLUTION




 


The
Parties hereto agree that, to the extent possible, all disputes arising under this Agreement shall be resolved informally by the
operating personnel of the Parties directly involved in the dispute. If said dispute cannot be resolved informally, then said
dispute shall be submitted to and resolved by arbitration in the State of New York. Each party will pay its own attorneys’
fees, costs and expenses in connection with any arbitration and shall share equally the costs assessed by the arbitration providers.


 


 


	13.	GOVERNING LAW




 


This
Agreement was entered into and shall be deemed to have been made in the State of Arizona, and shall, for all purposes, be governed
by and construed under the laws thereof regardless of where any Court action or proceeding is brought in connection with this
Agreement; provided, however that the laws of the Territory relating to commission sales representative relationships and remuneration
for such services shall also apply and govern such rights and obligations under this Agreement; and provided further, however,
that no choice of law rule of such State or any other jurisdiction, which would cause any such matter to be referred to the law
of any jurisdiction other than such State, shall be given any force or effect.


 




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	14.	TRADEMARKS; INTELLECTUAL PROPERTY




 


	 	A.	Distributor
    shall use the Supplier’s trademarks (the “Trademarks”) in marketing, sales and promotional materials, and
    advertising and promoting the sale of the Products. Supplier will be notified and approve of trademark usage in advertising
    and marketing vehicles.


 


	15.	CONFIDENTIALITY




 


Both
parties shall keep confidential, during the Term and for two (2) years thereafter, all information of the other or relating to
the other’s business not known to the public (other than as a result of breach of this Agreement), including sales figures
and unit movement figures, strategic and operational plans, marketing plans, and similar documents, as well as the terms and conditions
of this Agreement; provided, however, the foregoing shall not apply to information that, at the time of disclosure (i) is or becomes
generally available to and known by the public other than as a result of breach of this Agreement, (ii) is or becomes available
to a party on a non-confidential basis from a third party source, which disclosure does not breach such third party’s obligations
regarding confidentiality, (iii) was known to the receiving party prior to disclosure, (iv) was independently developed by the
receiving party without reference to or use of, in whole or in part, the information, and (v) must be disclosed under applicable
law.


 


	16.	ENTIRE AGREEMENT




 


This
Agreement shall constitute the entire agreement between the Parties and any prior understanding or representation of any kind
preceding the date of this Agreement shall not be binding upon either Party except to the extent it is expressly incorporated
in this Agreement.


 


	17.	MODIFICATION OF AGREEMENT




 


Any
modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement shall be binding
only if evidenced in writing and signed by each Party.


 


	18.	EFFECT OF PARTIAL INVALIDITY




 


The
invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In
the event that any provisions of this Agreement are held to be invalid, the Parties agree that the remaining provisions shall
be deemed to be in full force and effect as if they had been executed by both Parties subsequent to the removal of the invalid
provision.


 




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IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their duly authorized representatives
as of the date first below written.


 


AGREED
TO: February 17th, 2019


 


	CBD
    UNLIMITED INC.	 	GOLD
    COAST DISTRIBUTORS LTD
	 	 	 	 	 
	By:	/s/ Dustin Sullivan	 	By:	/s/
    Mitch Suslak             
	Signature	 	Signature
	Dustin
    Sullivan COO, CBD Unlimited	 	Mitch
    Suslak Owner, Gold Coast Distributors Ltd


 


ADDENDAGE
A


 


Suppliers
/ Products Currently being worked with and to be excluded from non-compete clauses in master Distribution Agreement.


 


Suppliers:


 


Sprig
Inc


 


Velobar


 


ADDENDAGE
B


 


Retail/Sub-Distributor
accounts currently being worked with:


 




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ADDENDAGE
C - Legal


 


FDA
DISCLOSURE


 


THESE
STATEMENTS HAVE NOT BEEN EVALUATED BY THE FDA AND ARE NOT INTENDED TO DIAGNOSE, TREAT OR CURE ANY DISEASE. ALWAYS CHECK WITH YOUR
PHYSICIAN BEFORE STARTING A NEW DIETARY SUPPLEMENT PROGRAM.


 


TERMS
OF SALE – REFUND POLICY


 


During
our invoice process you will be given the complete terms of your purchase. Included in those terms is your clear understanding
that we are selling these products as containing CBD (cannabidiol) from hemp oil. These products have not been evaluated by the
FDA. We are committed to complete compliance with FDA regulations and as such, because these products have not been evaluated
by the FDA, we make no claims as to any extra benefits for products containing CBD (cannabidiol). 


 


If
you decide to purchase our products, you are drawing your own opinions as to any additional benefits or use these products may
provide. All non-perishable products carry a 14-day customer satisfaction guarantee. If you are not satisfied with any of these
products, simply return the product for a full refund less any shipping charges.


 


Due
to the perishable nature of hemp oil, we are not able to provide a refund on these products. If you have questions or concerns
about this product please contact our sales staff at 480-999-0097 prior to purchasing this item. Your acceptance of the terms
of purchase means you agree to and understand the refund policy.


 


Damage
During Shipping


 


We
take customer satisfaction very seriously. All of our products are tested for quality, and all shipments are carefully inspected
before leaving our warehouse. Please check your shipment carefully upon arrival to ensure it has not been damaged during shipping.
All claims for damaged product must be made with 72hrs. Please contact us and provide detailed information for any product damaged
during shipping within that time.


 




    	CBD Unlimited 38246 N Hazelwood Cir Cave Creek, AZ 85331