Exhibit 10.1


 





Distribution Agreement


This Distribution Agreement (hereinafter
the “Agreement”) is entered into as of the Effective Date between Distributor and BAM. Distributor and BAM shall be
individually referred to as “Party” and collectively referred to as “Parties.” The Terms
Rider attached hereto is incorporated into the Agreement.


 


Recitals


 


WHEREAS BAM is an agricultural biotechnology company
focused on commercializing Intellectual Property (including but not limited to formulas, formulations, processes) designed to improve
plant growth, nutrition and to develop sustainable agriculture and has created proprietary formulas available for sale, the initial
formula being BAM-FX, (collectively, the “Products”); and 


 


WHEREAS Distributor has the means
and contacts to distribute the Products and is skilled in executing and performing this Agreement; and


 


WHEREAS the Parties desire to enter
into this Agreement in connection with Distributor’s purchase and distribution of Products.


 


NOW THEREFORE, in consideration of
the mutual covenants and agreements hereinafter contained on the part of each of the Parties hereto to be kept, observed and performed,
and for such other good and valuable consideration, receipt of which is hereby acknowledged, the Parties hereto covenant and agree
as follows:


 


1.       Definitions.


 


(a)               
Intellectual Property Rights” means all intellectual property and industrial property rights comprising or
relating to/of the following: (a) patents; (b) trademarks; (c) internet domain names, whether or not trademarks, registered by
any authorized private registrar or governmental authority, web addresses, web pages, website and URLs; (d) works of authorship,
expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software
and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and
other specifications and documentation; (e) trade secrets; and (f) all other intellectual property and industrial property rights,
and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of,
any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications
for, and renewals or extensions of, such rights or forms of protection pursuant to the laws of any jurisdiction throughout in any
part of the world.


 


(b)              
“Purchase Order” shall mean a contract between the Parties for the shipment of Product to Distributor
for sale of Product in the Territory;


 






    	 		 



     


    

  


(c)               
 “Contractual Year” shall mean a twelve month period starting from the Effective Date or any one year
period starting from any subsequent anniversary of the Effective Date during the effective term of this Agreement;


 


(d)              
“Customer” means a commercial grower of any Vertical that has acquired a Product through the sales
efforts of Distributor under this Agreement as determined by BAM in its reasonable discretion. Customer does not include any retail
purchaser of Products;


 


(e)               
“Distributor of Products” means a purchaser that acquires Product from BAM, maintains its own inventory
and resells Product to Customers;


 


(f)               
“Protocols” means the manner in which Product is applied to Verticals, encompassing the concentration,
dosage, frequency and manner of application.


 


2.       Appointment of Distributor.BAM
hereby appoints Distributor, and Distributor accepts such appointment, to act as an exclusive independent Distributor of Products
to Customers in the Territory during the Term, solely in accordance with the terms and conditions of this Agreement. Distributor
shall satisfy the Minimum Volume Requirement. BAM shall not solicit or promote the selling of Products to any Customers in the
territory or grant any resell rights any other third parties to sell Products in the Territory. However, if BAM has a pre-existing
relationship with Existing Customers in the Territory, BAM shall be permitted to continue to sell Product directly to Existing
Customers. Distributor shall use its best efforts to sell and distribute the Products to the Customers in the Territory to the
extent permitted by law. Distributor shall honor the terms of the Prohibition.


 


3.       Term.
This Agreement shall be in full force and effect beginning as of the Effective Date and continuing for a period of Initial Term
years. Thereafter, this Agreement shall be automatically renewed for one additional Subsequent Term year period, unless otherwise
terminated in accordance with Section 11 or upon formal notice of resignation provided by Distributor on or before 60 (sixty) days
prior to the end of the Term of this Agreement.


 


4.       Minimum
Volume Requirements. Minimum Volume Requirements will be agreed upon between the parties in writing.


 


5.       Pricing. BAM-FX
shall initially be priced at the Initial Price. Pricing is subject to Changes in common agreements between BAM and
the Distributor


 


6.       Delivery.
Delivery shall constitute acceptance of the Products by Distributor.


 


7.       Payment.
Distributor agrees to comply with the Payment Terms.


 


8.       Protocols.
BAM has developed Protocols for use of Products on the Verticals, which are anticipated to change from time to time. BAM shall
communicate to Distributor its recommended protocols and Distributor agrees that it shall instruct and sufficiently train all of
its representatives and/ or employees such that shall all applications performed by Distributor are performed in strict compliance
with applicable Protocols and Customers are properly instructed on applicable Protocols. Distributor understands that the failure
to follow Protocols could result in damage to Verticals and the reputation of BAM and/ or the Products. BAM Agricultural Solutions,
Inc commits to provide all the necessary support for the sales and marketing of its products as well as the necessary technical
support required, to any and all commercial and public or private institutional partnerships for the distributor to achieve the
best role and to get more market share in the territory of the Republic of Paraguay.


 






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9.      Intellectual Property and Materials.BAM
owns and shall own any Intellectual Property Rights related to the Product. Distributor shall not infringe upon any of BAM’s
Intellectual Property Rights. At reasonable request of Distributor, BAM will furnish Distributor with such information and data,
as Distributor deems necessary in connection with the sales and distribution of the Products. All materials provided by BAM in
relation to the Products (hereinafter the “Materials”) shall remain the property of BAM. All Materials provided
by BAM that are in Distributor’s possession or control at termination or expiration of this Agreement shall be immediately
returned to BAM at BAM’s cost or disposed of by Distributor. BAM hereby grants Distributor a royalty-free right to reproduce,
translate, summarize or otherwise use all or part of the Materials provided by BAM hereunder for the sole purpose of selling and
distributing the Products pursuant to this Agreement (“Modified Materials”); provided, however, that BAM shall review
and approve all Modified Materials before use by Distributor in distributing the Products.The parties agree to carry out the commercial
and technical development jointly as indicated on the paragraphs above, related to advertising expenses, announcements, fairs,
exhibitions, seminars, trainings, which will be reviewed and approved jointly by the parties. In addition, the parties agree that
expenses involving technical support, product development, research, analysis, promotion, testing and scientific assessments will
be jointly agreed upon. Regarding the manuals, merchandising, marketing and technical materials, these will be provided by BAM
Agricultural Solutions Inc... BAM will be responsible for the Trademark Registrations and Patents Registrations of its own products
in the Republic of Paraguay as well as the regulations and certifications required by the Authorities of the Territory for the
exclusive use of Mr. David Teixeira Do Amaral or any other natural or legal persons designated by him within the Territory.


 


10.     Foreign
Corrupt Practices Act. The Distributor agrees to operate in strict compliance with the Foreign Corrupt Practices Act, as amended
(FCPA). This is one of the material terms of this Agreement.


 


11.    Termination.A
Party may terminate this Agreement unilaterally without any responsibility given notification to the other Party within 90 business
days in advance to the other Party.


 


Obligations upon Termination.
Distributor shall remain obligated to pay to BAM any amount outstanding for Orders received prior to termination pursuant to the
terms of Section 7, if this Agreement is terminated.


 






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12.     Indemnification, Representations,
and Warranties.


 


(g)              
BAM’s Warranty. BAM represents and warrants to Distributor: (i) the Products will meet the specifications issued
by BAM; (ii) the Products will be free from any defects in design, material and workmanship; and (iii) the Products as well as
the sale, distribution or any other use thereof will be free from any claim of infringement of patent or any other intellectual
property right of any third party. Any other condition or warranty as to the quality of the Products shall be agreed between the
Parties in writing. If any Products do not meet the specifications and are rejected by Distributor or Customer after those Products
were delivered to Distributor or Customer, Distributor shall give a written notice of rejection to BAM. Then BAM, after giving
its approval and shipping instructions, shall replace those Products at BAM’s expense, or credit to Distributor the purchase
price for those Products and any other incidental costs which may include proven freight insurance, storage and importation costs.


 


(h)              
BAM’s Indemnification. BAM agrees to indemnify, protect, hold harmless and defend Distributor and its officers,
directors, shareholders, agents, and employees from and against any and all claims, suits, loss, liability, expense and damage,
including costs of suit and reasonable attorneys’ fees, arising from any claim in connection with or arising out of or in
any way related to the (i) any failure of BAM or any employee of BAM to comply with the terms of this Agreement; (ii) any breach
of a warranty or representation made by BAM under this Agreement; (iii) the nature of the Products or BAM’s negligence with
regard to any problems or deficiencies arising in respect of or relating to the Products; or (iv) any negligent, intentional,
or fraudulent act of BAM or any employee of BAM.


 


(c)               
Distributor Warranty. Distributor represents and warrants to BAM: (i) Distributor is incorporated and in good standing
under the laws of its principal place of business; (ii) Distributor is authorized pursuant to its corporate charter to execute
this Agreement; and (iii) Distributor is licensed to import, distribute and sell Product within the Territory as defined within
this Agreement.


 


(d)               
Distributor’s Indemnification. Distributor agrees to indemnify, protect, hold harmless and defend BAM and its officers,
directors, shareholders, agents, and employees from and against any and all claims, suits, loss, liability, expense and damage,
including costs of suit and reasonable attorneys’ fees, arising from any claim in connection with or arising out of or in
any way related to (i) any failure of Distributor or any employee or agent of Distributor to comply with the terms of this Agreement;
(ii) any breach of a warranty or representation made by Distributor under this Agreement; (iii) any representation made by Distributor
or any employee or representative of Distributor to a third party that is specifically prohibited under the terms of this Agreement;
or (iv) any negligent, intentional, or fraudulent act of Distributor or any employee or broker of Distributor. In addition, if
a claim for which Distributor is obligated to provide indemnification is made, BAM shall be entitled to defense by counsel of
BAM’s choice, to be paid for by Distributor upon presentation of reasonable legal bills or requests for retainer.


 


(e)               
Impediments.
The Parties respectively represent and warrant that they have the final right, power and authority to enter into this Agreement
and to perform all obligations, that they are under no legal impediment which would prevent their entering into and performing
this Agreement, and that they are financially capable of performing their obligations.


 






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13.     Specific
Performance.  In the event of any action by a Party that in the other Party’s sole discretion creates an actual or threatened
breach of this Agreement, the other Party’s remedies shall include specific performance in addition to any and all remedies
at law or in equity.


 


14.     Change of Control. No change of control of Distributor shall be allowed absent the consent of BAM, which shall not
be unreasonably withheld.


 


15.     Resolution
of Disputes. 


 


(a)               
Governing Law, Forum. For all purposes related to the addresses stated in this contract, parties constitute special
domicile in the locations indicated in this Agreement where all judicial or extrajudicial communications and notifications shall
be valid. Any and all subsequent domicile changes must be communicated in a reliable manner to the other parties otherwise shall
be fully effective like as if they had been made personally among parties. Additionally, this instrument is subject to the Laws
of the Republic of Paraguay and it is irrevocable, obligating the contracting parties as well as their heirs, successors and legatees
at any title for all legal purposes emerging from this commitment to submit under the jurisdiction of the Ordinary Courts of Ciudad
del Este expressly waiving other jurisdiction for more rights they may have.


 


(b)              
Attorney Fees. If any dispute between BAM and Distributor should result in litigation, the prevailing Party in such
dispute shall be entitled to recover from the other Party all reasonable fees, costs and expenses of enforcing any right of the
prevailing Party, including without limitation, reasonable attorneys’ fees and expenses, all of which shall be deemed to
have accrued upon the commencement of such action.


 


16.     Notices.
All notices and other communication required or permitted under this Agreement shall be in writing and given by personal delivery
or first class mail, postage prepaid, or electronically to each Party to the address as provided in the Terms Rider.


 


17.     Independent
Contractor


 


The Parties hereto shall act in all matters
pertaining to this Agreement as an independent contractor. Nothing in this Agreement shall constitute or be deemed to constitute
a partnership between the Parties hereto. This Agreement shall not be construed to authorize either Party hereto to act as agent
of the other Party or to authorize either Party to assume or create any obligations on behalf of the other Party.


 


18.     Confidential
Information


 


(a)               
All information
previously acquired or acquired by the Distributor (such term of purposes of this section 18 to include all affiliates of the Distributor)
or any affiliate thereof, during the term of this Agreement, relating directly or indirectly to the present or potential business,
operations, corporate or financial situation of BAM, or to know-how, improvements, patents, data, test results, techniques, processes,
procedures, raw materials, dealer, supplier and customer lists, capitalization and financial information is confidential and shall
be held in trust by the Distributor for the exclusive benefit of BAM. The Distributor and its affiliates shall not use such information
except for appropriate purposes under this Agreement. Confidential information shall be immediately returned to BAM upon its request,
along with any copies, reproductions, digests, abstracts or the like of all or any part thereof in the possession or under the
control of the Distributor or any of its affiliates and any computer entries or the like relating thereto shall be destroyed. The
obligation of non-disclosure and non-use herein shall survive termination of this Agreement. This section 18 shall not apply with
respect to any portion of BAM’s information that:


 






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		a.	was
                                         already in the Distributor’s possession at the time of receipt by the Distributor,
                                         as evidenced by written documents predating the date of this Agreement or was developed
                                         by the Distributor;



 


		b.	is
                                         public knowledge at the time of its disclosure to the Distributor by BAM, or becomes
                                         public knowledge after its disclosure to the Distributor by BAM, through no act or omission
                                         by the Distributor or on the Distributor’s behalf;



 


		c.	is
                                         lawfully disclosed or made available to the Distributor by a third party having no obligation
                                         to BAM to maintain the confidentiality of such information; or



 


		d.	is required by law, regulation,
rule, act or order of any governmental authority or agency to be disclosed by the Distributor (but only to the extent so required)
and following reasonable written notice by the Distributor to BAM of the requirement prior to disclosure.



 


19.     Entire
Agreement


 


This Agreement constitutes the complete
understanding between the Parties with respect to the subject matter hereof, and supersedes all prior discussions, communications,
representations, promises and statements, whether between the Parties or between their affiliated corporations and their employees,
agents and representatives are merged herein.


 


 



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IN WITNESS WHEREOF, the Parties have caused this
Agreement to be executed by their respective duly authorized representatives as of the Effective Date above 


 





	BAM Agricultural Solutions, Inc.	EXCLUSIVE DISTRIBUTOR IN
	 	 	THE REPUBLIC OF PARAGUAY
	 	 	 	 
	/s/ Glenn Stinebaugh	/s/ Davi Teixeira Do Amaral
	 	 	 	 
	By:	Glenn Stinebaugh	By:	Davi Teixeira Do Amaral
	 	 	 	 
	Title:	President and CEO	Title:	 
	 	 	 	 
	Dated:	October 19, 2016	Dated:	October 18, 2016




 






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Terms Rider


 





	 	1.	“BAM” means BAM Agricultural Solutions, Inc. a Florida Corporation, with principal business office at 190 NW Spanish River Blvd., Boca Raton, FL. 33431




 


		2.	“Distributor” means Davi Teixeira Do Amaral, addressed at ....................................................................................



 


		3.	“Effective Date” means September 14, 2016



 


		4.	“Existing Customers” ..........................................



 


		5.	“Initial Price” means ........................................................................



 


		6.	“Initial Terms” means 3 years



 


		7.	“Minimum Volume Requirements” means the
purchase of at least 74,000 gallons  of Product representing 4% of the Total market in “Territory of Paraguay”
  during the first Contractual Year. Thereafter and for each subsequent    Contractual Year, BAM shall
set the Minimum Volume Requirement at is sole   discretion, which shall not be more than 2% greater than the prior
Contractual  Year’s Minimum Volume Requirement or the prior, Contractual Year’s actual  number of
gallons purchased, whichever is greater, absent the consent of   Distributor.



 


		8.	“Payment Terms” means that pursuant to an executed Purchase Order, Distributor  will pay the price of the product
to BAM ...............................................
A late payment fee of two (2%) per cent every thirty days over the remaining due balance will be charged to the Distributor until
paid in full or the maximum amount permitted by applicable law, whichever is lower.



 


		9.	“Prohibition” Shall mean Distributor shall
not sell Products to any Cannabis   grower without the written authorization of BAM or N/A.



 


		10.	“Subsequent Term” means Three Years



 


		11.	“Territory” shall means the Republic of Paraguay



 


		12.	“Vertical” shall mean all the Agriculture
Products:



 


		13.	“Collaboration for market entry” means
the mutual collaboration between the parties to help introduce the product into the market, including any price adjustments
necessary without actually harming the interests of each of the parties, as described in Article 5 of this Agreement and
in Paragraph 5 of Terms Rider.



 








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