Exhibit 10.8


 


MERCHANDISE LICENSE AGREEMENT


 


This Merchandise License Agreement
“Agreement” is entered into by Gas Monkey Holdings, LLC, a Texas limited liability company (“GMH” or “Licensor”),
and Generation Hemp, Inc., a Delaware corporation (“Generation Hemp” or “Licensee”) (collectively, the “Parties”)
as of the date it is fully executed by the Parties (the “Effective Date”).


 


ESSENTIAL TERMS


 


	LICENSED RIGHTS: 	See Exhibit A (“Trademarks”)
	 	 
	LICENSED PRODUCTS: 	Absorbent spill clean-up materials for use in connection with residential, commercial, and industrial applications (“Products”) bearing one or more of the Trademarks
	 	 
	LICENSED TERRITORY:	North America
	 	 
	LICENSE TERM:	Three years, commencing 30 days after Licensee approves the Trademarks
	 	 
	RENEWAL TERMS:	One additional three-year term
	 	 
	EXCLUSIVITY:	GMH will not authorize the use of the Licensed Rights on any third-party absorbent spill clean-up materials during the Term
	 	 
	SUBLICENSABLE:	No
	 	 
	ROYALTY RATE:	6% of Net Sales of Licensed Products
	 	 
	MINIMUM ROYALTY:	Fifty-Thousand Dollars ($50,000) annually during the License Term, with the first year waived


 


This Agreement includes the
attached Standard Terms and Conditions and any Exhibits thereto. All capitalized terms in the Standard Terms and Conditions shall have
the meanings set forth above in the Essential Terms.


 


Agreed:


 


	Gas Monkey Holdings, LLC	Generation Hemp, Inc.
	 	 	 	 	 
	By:	/s/ Richard Rawlings	 	By:	/s/ Gary C. Evans
	 	Richard Rawlings	 		Gary C. Evans
	Its:	Managing Member	 	Its:	Chairman and CEO
	Dated: 	2/17/2022	 	Dated: 	2/17/2022



 


STANDARD TERMS AND CONDITIONS


 


1. LICENSE:


 


1.1. GMH
grants to Licensee the exclusive right to use the Licensed Rights solely in connection with the design, manufacture, advertising, sale,
and distribution of Licensed Products within the Licensed Territory during the License Term or any Renewal Terms (the “License”).


 









     


     


    

 


1.2. Notwithstanding
the foregoing, Licensee shall provide at least 60-days’ notice of its intent to design, manufacture, advertise, sell, or distribute
the Licensed Products outside of the continental United States.


 


1.3. Notwithstanding
the foregoing, Licensee shall have the right to sub-contract with and authorize third parties in connection with the design, manufacture,
advertising, sale, and distribution of the Licensed Products so long as Licensee requires any third party to comply with the terms and
conditions of this Agreement.


 


1.4. Licensee
may extend the term of this License for the duration of any Renewal Term only upon the condition that it provides written notice of its
intent to do so within 30 days of the expiration of the License Term (or any applicable Renewal Term). Licensee cannot provide notice
of its intent to extend the term of this License more than 180 days before the expiration of the License Term (or any applicable Renewal
Term). If Licensee fails to timely provide written notice of its intent to extend the License, the License shall terminate pursuant to
the terms contained herein. The License Term and any Renewal Terms are collectively referred to as the “Term.”


 


1.5. Exclusivity:
The “exclusive right” granted under the License shall mean that, during the period of exclusivity, GMH shall not authorize
the use of the Licensed Rights on or in connection with any third-party Products. The period of exclusivity shall commence on the Effective
Date and continue for the Term of this Agreement. Subject to the foregoing, Licensee acknowledges that GMH retains the right to exercise
all other rights in and to the Licensed Rights, including licensing the Licensed Rights to third parties to sell, market, and distribute
any products other than the Products.


 


2. ROYALTIES:


 


2.1. Computation:
Royalties shall be payable at the Royalty Rate set forth in the Essential Terms on Net Sales of all Licensed Products. Net Sales shall
mean all revenues received by Licensee from the sale of Licensed Products less any Allowed Deductions (as defined below). No other deductions
shall be permitted for any other costs and expenses incurred by Licensee in the design, manufacture, advertising, sale, and fulfillment
of Licensed Products. Net Sales include any amounts or the value of other consideration received by Licensee in connection with the exploitation
of the Licensed Products.


 


2.2. Allowed
Deductions: Licensee may deduct from its calculation of Net Sales: (1) sales tax, use tax, VAT or other excise taxes imposed upon Licensee
with respect to the sale of Licensed Products; (2) returns or rejections of Licensed Products, write-offs, bad debt, or billing errors;
and (3) customary commissions, discounts, rebates and reductions, or any other consideration accrued to customers (including group purchasing
organizations) based on volumes and/or revenues commercialized, or any other deductions or the like allowed (whether in cash or trade)
to wholesalers or distributors or to other customers for quantity purchases, prompt payments, or other special conditions.


 







    2


     


    

 


3. ACCOUNTING,
REPORTS, AND PAYMENTS:


 


3.1. Licensee
shall, within forty-five (45) days following the end of each calendar quarter, starting March 31, 2022, whether or not sales are made
during that quarter, submit to GMH a full, complete and accurate report of sales activity related to the Licensed Products, Net Sales,
and Royalties owed. Each report must show gross sales for the preceding quarter, Licensee’s calculation of Allowed Deductions by
category for the preceding quarter, Net Sales for the preceding quarter, and Licensee’s calculation of Royalties owed for the preceding
quarter. Each report shall be signed by an executive of Licensee.


 


3.2. Licensee
shall transmit to GMH all Royalty amounts due within forty-five (45) days following the end of each calendar quarter. Royalties on foreign
sales shall be remitted in United States currency, less any withholding taxes imposed by said country, using the prevailing exchange rate
on the business day immediately preceding the day that payment is made.


 


3.3. Licensee
may deduct from future Royalty payments any over-payment of Royalty payments occurring by result of miscalculation or subsequent discovery
of additional Allowed Deductions (e.g., returns made after calculation of a Royalty Payment). If Licensee discovers that it under paid
any past Royalty payment, it shall immediately tender such amount to GMH, with the appropriate late charge (defined below), along with
a report showing how it calculated such underpayment and the bases for such underpayment.


 


3.4. Any
Royalty payments made after forty-five (45) days following the end of each calendar quarter shall be subject to a late charge of one percent
(1%) per month (or the highest rate allowed by law if lower), from the date such payments were due.


 


4. AUDITS


 


4.1. Licensee
shall keep accurate books of account and records at its principal place of business of all transactions relating to or affecting this
License, during the Term and for a period of three years thereafter. GMH or its representative shall have the right, not more than once
during any calendar year, during reasonable business hours to examine and verify Licensee’s physical inventory of the Licensed Products
as well as request information from Licensee sufficient to determine the accuracy of the royalty reports submitted pursuant to Section
3.2.


 


4.2. In
the event that an audit by GMH discloses an underpayment in royalties due GMH of more than $1,000, Licensee shall have 14 business days
to either: (i) pay GMH such discrepancy plus a late charge of one percent (1%) per month (or the highest rate allowed by law if lower),
from the day such payments were due; or (ii) dispute the claimed amount of underpayment. If such audit discloses a discrepancy of ten
percent (10%) or more for any quarter, Licensee shall also reimburse GMH for all costs incurred by GMH in connection with the audit up
to $20,000.


 




    3


     


    

 


5. QUALITY
AND APPROVALS


 


5.1. GMH
shall have the right to approve the quality and style of all Licensed Products and the manner in which the Licensed Rights appear on the
Licensed Products and on any packaging, promotional materials, labels, advertising, publicity, and display materials of any kind used
in connection with the Licensed Products.


 


5.2. For
any new Licensed Products that have not been approved by GMH, Licensee agrees to submit samples of such products and any associated materials
bearing the Licensed Rights to GMH. GMH shall approve or reject such products and materials within thirty (30) days of receipt. If GMH
does not timely reject the products and/or materials within thirty (30) days of receipt, GMH shall be deemed to have approved the products
and materials.


 


6. MARKINGS


 


6.1. Licensee
shall affix Copyright and Trademark Notices to all Licensed Products and to all packaging, labels, promotional, advertising, publicity
and display materials used in connection therewith, in accordance with instructions from GMH. The Licensed Products and related materials
may contain Licensee’s trademarks and trade name, but shall not contain any other copyright, trademark, or trade name unless GMH
has given Licensee prior written consent thereto. GMH may at any time reasonably request an addition to or change of the Copyright and
Trademark Notices, effective not less than thirty (30) days after receipt by Licensee of notice thereof, provided that Licensee shall
have the right to continue to distribute any inventory already manufactured at the time it receives such notice. Licensee shall reasonably
cooperate with GMH in connection with GMH’s obtaining or maintaining copyright and/or trademark protection for the Licensed Rights
in GMH’s name.


 


6.2. Licensee
shall affix to the Licensed Products and all packaging, labels, promotional materials, advertising, publicity and display materials used
in connection therewith, any other legends, markings and notices required by any law or regulation in the Licensed Territory or which
GMH reasonably may request.


 


7. OWNERSHIP


 


7.1. As
between GMH and Licensee, all right, title and interest in and to the Licensed Rights shall be and remain the sole and complete property
of GMH. Licensee recognizes the value of the goodwill associated with the Licensed Rights, that the Licensed Rights have secondary meaning
in the mind of the public, and that the trademarks and copyrights in the Licensed Rights, and any registrations therefore, are good and
valid. All use by Licensee of the Licensed Rights shall inure to the benefit of GMH. Licensee shall not, during the Term or thereafter,
contest or assist others to contest, GMH’s rights or interests in the Licensed Rights or the validity of this License. Licensee
shall not seek any copyright or trademark registration for the Licensed Rights.


 


7.2. Any
copyright, trademark, or other proprietary rights owned by Licensee and heretofore used by it or created independently by Licensee for
use in connection with the Licensed Products and do not incorporate the Licensed Rights or any modification or derivative of the Licensed
Rights (the “Licensee Marks”) shall continue to be owned by Licensee and shall not become the property of GMH. All use by
Licensee of the Licensee Marks shall inure to the benefit of Licensee.


 




    4


     


    

 


7.3. Licensee
agrees to execute and deliver to GMH any documents which GMH may reasonably request to confirm and/or perfect GMH’s ownership of
its rights hereunder.


 


8. INFRINGEMENT


 


8.1. Licensee
shall promptly notify GMH of any apparently unauthorized use or infringement by third parties of any rights granted to Licensee herein
and will cooperate fully in any action at law or in equity undertaken by GMH with respect to such unauthorized use or infringement. Licensee
shall not institute any suit in connection with any apparently unauthorized use or infringement without first obtaining the written consent
of GMH to do so, and GMH shall have the sole right to determine whether or not any action shall be taken on account of any such unauthorized
uses or infringements.


 


9. REPRESENTATIONS,
WARRANTIES, AND UNDERTAKINGS


 


9.1. Licensee
represents, warrants, and undertakes as follows:


 


9.1.1. It
is free to enter into and fully perform this Agreement;


 


9.1.2. All
ideas, creations, designs, materials, and intellectual property furnished by Licensee in connection with the Licensed Products will be
Licensee’s own and original creation or fully licensed by Licensee for any and all conceivable uses;


 


9.1.3. Licensee
shall manufacture, distribute, and sell the Licensed Products in an ethical manner and in in accordance with the provisions and the intent
of this Agreement, and shall not engage in unfair or anti-competitive business practices. It shall comply with the United States Federal
Food, Drug and Cosmetic Act, the Federal Hazardous Substance Act (FHSA), the Flammable Fabrics Act, the Consumers Products Safety Act,
the Foreign Corrupt Practices Act, all laws and regulations set forth by the Federal Trade Commission (FTC), the Federal Communications
Commission (FCC), the United States Department of Commerce (USDC) and state certifications, and with all similar and/or other laws and
regulations in force in the Licensed Territory that are applicable to the manufacture, promotion, marketing, packaging, labeling, warehousing,
distribution and sale of the Licensed Products and the operation of Licensee’s business.


 


9.1.4. The
Licensed Products will be manufactured, distributed, sold, and advertised in accordance with all applicable federal, state, and local
laws and regulations in force in the Licensed Territory, including but not limited to all applicable labor laws and regulations and in
a manner that will not reflect adversely upon GMH, and will not infringe upon or violate any rights of any third parties.


 




    5


     


    

 


9.1.5. Licensee
will not use the Licensed Rights in any manner which would disparage or tarnish or dilute the distinctive quality of the Licensed Rights
or the reputation and goodwill embodied in the Licensed Rights or which would reflect adversely on the Licensed Rights or GMH, or any
of GMH’s products or services. Licensee will not use the Licensed Rights in any way that is not authorized and approved in advance
by GMH as set forth in this Agreement. The Licensed Rights will not feature content that is obscene, pornographic and/or unlawful; content
that includes, promotes, encourages, and/or incites any unlawful activity; content which is defamatory to any group or individual; content
that includes, promotes, encourages, and/or incites illegal substances, products, services, or activities, violence, hate speech, or discrimination.


 


9.2. GMH
represents, warrants, and undertakes as follows:


 


9.2.1. It
is free to enter into and fully perform this Agreement;


 


9.2.2. The
Licensed Rights may be eligible for trademark protection in the United States of America and likewise may be protected elsewhere so far
as the laws of the other places and countries provide for such protection; provided, however, GMH makes no representation or warranty
that the trademarks related to the Licensed Rights will not infringe a third party trademark resulting from Licensee’s use of said
trademark outside of the United States and GMH further provides no indemnity and makes no representation or warranties respecting the
protection, enforcement and exploitation of the Licensed Rights or any derivatives thereof for the specific Licensed Products within the
Licensed Territory;


 


9.2.3. Marketing
Efforts. GMH will make good-faith efforts to introduce Licensee to existing merchant contacts.


 


9.3. GMH
further specifically disclaims any warranty that the Licensee will be free from claims of third parties with respect to the Licensed Rights.


 


9.4. Licensee
acknowledges and agrees that GMH may, at its sole discretion, apply for one or more registrations of the Licensed Rights and/or derivatives
thereof with the United States Patent and Trademark Office and/or any other pertinent governmental agency, but that GMH is under no obligation
to obtain and secure such registrations.


 


9.5. Licensee
further acknowledges and agrees that GMH has not made any promises, representations, guarantees or warranties of any nature, other than
those which have been expressly made in this Agreement.


 


9.6. GMH
gives no warranty and disclaims any implied warranty that the development, manufacture, promotion, and/or distribution of the Licensed
Product will not infringe any rights of third parties.


 




    6


     


    

 


10. INDEMNITIES


 


10.1. Licensee
shall indemnify, defend and hold harmless GMH (and its parent, subsidiary, associated and affiliated companies, including each of their
shareholders, members, respective officers, directors, agents and employees) (the “Indemnified Entities”) from and against
any and all claims, damages, liabilities, costs and expenses, including reasonable counsel fees, arising out of any breach or alleged
breach by Licensee of any representation, warranty or undertaking made herein, out of any defect (latent or patent) in the Licensed Products
or out of any statements and representations, express or implied, in any packaging, advertising or marketing for the Licensed Products,
provided that GMH shall give prompt written notice, cooperation and assistance to Licensee relative to any such claim or suit, and provided
further that Licensee shall have the option to undertake and conduct the defense and/or settlement of any such claim or suit so brought
and no settlement of any such claim or suit shall be made without the prior written consent of GMH.


 


10.2. GMH
will indemnify and hold Licensee, its officers, directors, and employees harmless from and against any and all claims, damages, liabilities,
costs, and expenses, including reasonable counsel fees, arising out of any breach or alleged breach by GMH of any representation, warranty,
or undertaking made herein, provided that Licensee shall give prompt written notice, cooperation and assistance to GMH relative to any
such claim or suit, and provided further that GMH shall have the option to undertake and conduct the defense and/or settlement of any
such claim or suit so brought and that no settlement of any such claim or suit is made without the prior written consent of Licensee.


 


10.3. Notwithstanding
any other provision herein, Licensee further acknowledges and agrees it has no right to indemnification from the Indemnified Entities
as a result of (i) any defects as to proprietary rights in any Licensed Rights or design licensed hereunder; (ii) any third party’s
challenge to Licensee’s use of the Licensed Products; (iii) Licensee’s failure to obtain the full assignment of applicable
rights; and/or (iv) any situation wherein Licensee had actual knowledge that its use of the Licensed Rights would infringe or violate
a third party’s rights.


 


11. INSURANCE


 


11.1. Licensee
shall obtain and maintain at its own cost and expense, from a qualified insurance company licensed to do business in Texas and having
a rating of at least A- by the A.M. Best & Co. or other rating satisfactory to GMH, standard Product Liability Insurance, including
product, advertising and contractual liability insurance, naming GMH as an additional named insureds, with respect to all Licensed Products
manufactured hereunder, whether sold during the Term or thereafter. Such policy shall provide protection against any and all claims, demands
and causes of action, including reasonable attorney’s fees, arising out of any defects or failure to perform, alleged or otherwise,
of the Licensed Products or any material used in connection therewith or any use thereof, and any personal and advertising injury, bodily
injury and property damage, in connection with the Licensed Products. The amount of coverage shall be Two Million Dollars ($2,000,000)
combined single limit coverage for each occurrence. The policy shall provide for ten (10) days’ notice to GMH from the insurer by
Registered or Certified Mail, return receipt requested, in the event of any modification, cancellation or termination thereof. Licensee
agrees to furnish GMH a certificate of insurance evidencing same within thirty (30) days after execution of this Agreement and in no event
shall Licensee manufacture, distribute or sell the Licensed Products prior to receipt by GMH of such evidence of insurance. GMH shall
be notified by each insurance carrier a minimum of thirty (30) days before any cancellation or modification to the particular policy.


 




    7


     


    

 


12. DEFAULT


 


12.1. Upon
the occurrence of any of the following events (each of which is a “Default”), then in addition and without prejudice to any
rights which it may have at law, in equity or otherwise, GMH shall have the right to terminate this Agreement, to delete from this Agreement
any elements of the Licensed Rights, and/or to require the immediate payment of any Minimum Royalty and royalties due to or to become
due hereunder:


 


12.1.1. Licensee
fails to actively manufacture, advertise, distribute or sell the Licensed Products;


 


12.1.2. Licensee
fails to make a payment or furnish a statement in accordance wherewith;


 


12.1.3. Licensee
fails to comply with the approval, quality, and/or safety requirements hereunder and/or the Licensed Products do not comply with such
requirements and/or the Licensed Products are the subject matter of adverse or negative publicity due to such failure;


 


12.1.4. Licensee
fails to comply with any other of Licensee’s material obligations hereunder or breaches any warranty or representation made by it
hereunder;


 


12.1.5. Licensee
sells or otherwise disposes of all or substantially all of its business or assets to a third party, or control of Licensee is transferred
and the management thereby changed;


 


12.1.6. Licensee
fails to obtain or maintain product liability insurance in the amount of or the type provided for herein; or


 


12.1.7. Licensee
uses the Licensed Rights outside of the Licensed Products as permitted herein, sublicenses the Licensed Rights without GMH’s express
written permission, impliedly or expressly grants any permissions, rights or interests related to use of the Licensed Rights to any third
party, or otherwise infringes GMH’s rights in the Licensed Rights.


 


12.2. In
the event any of these Defaults occur, GMH shall give a Notice of Default in writing to Licensee by certified mail return receipt requested
and shall be effective immediately upon receipt thereof. Licensee shall have thirty (30) days from the date it receives notice of default
to cure any default. Thereafter, any Default of the same kind which already has been identified in any Notice is not subject to these
cure provisions. In the event of any Default of the same kind which has already been identified in a Notice, GMH may, at its discretion,
terminate this Agreement immediately upon written notice.


 




    8


     


    

 


12.3. In
the event the parties mutually agree that Licensed Products pose a safety threat to consumers or are the subject of negative publicity
due to poor quality and/or safety of the Licensed Products, Licensee shall, upon GMH’s reasonable request, recall such Licensed
Products from the marketplace at Licensee’s sole cost and expense and take any other measures GMH may reasonably demand.


 


12.4. If
a petition for bankruptcy is filed by or against Licensee, or Licensee is adjudicated bankrupt, which is not dismissed within thirty (30)
days, of Licensee makes any assignment for the benefit of creditors or becomes insolvent, is placed in the hands of a trustee or receiver,
fails to satisfy any judgment against it or is unable to pay its debts as they become due, whichever is sooner, this License shall automatically
terminate forthwith without any notice whatsoever. Upon such termination for any reason under this subparagraph, Licensee, its receiver,
representatives, trustees, agents, administrators, successors, and assigns shall have no further rights hereunder, and neither this License
nor any right or interest herein shall be deemed an asset in any insolvency, receivership, and/or bankruptcy.


 


12.5. The
grant of the License hereunder is unique and personal to Licensee, and except as provided herein, may not be assigned or transferred in
whole or part without GMH’s express written approval, whether by independent agreement, acquisition by another party of Licensee’s
capital stock or assets, mortgage, pledge, lease or other assignment as security, merger, consolidation or reorganization, the succession
by another party to Licensee’s business by operation of law, as a consequence of any transaction that results in a chance in the
ownership or right of control of Licensee, or otherwise. The License granted herein shall automatically terminate upon the occurrence
of the foregoing, and all obligations that survive by their nature shall remain enforceable.


 


12.6. In
addition to the right to terminate this Agreement under this provision, GMH shall have all other rights and remedies at law and in equity,
including the right to injunctive relief and specific performance, for breach by Licensee of any of the terms and conditions of this Agreement.


 


13. FORCE
MAJEURE


 


13.1. In
the event that Licensee is prevented from manufacturing, distributing or selling the Licensed Products because of any act of God; unavoidable
accident; fire, epidemic; strike, lockout, or other labor dispute; war, riot or civil commotion; act of public enemy; enactment of any
rule, law, order or act of government or governmental instrumentality (whether federal, state, local or foreign); or other cause beyond
Licensee’s control, and such condition continues for a period of two (2) months or more, either party hereto shall have the right
to terminate this Agreement effective at any time during the continuation of such condition by giving the other party at least thirty
(30) days’ notice to such effect. In such event, all royalties on sales theretofore made shall become immediately due and payable
and this Agreement shall be automatically terminated.


 






    9


     


    

 


14. EFFECT
OF EXPIRATION OR TERMINATION


 


14.1. Upon expiration or termination
of this Agreement, all rights granted to Licensee herein shall forthwith revert to GMH, with the following consequences: 


 


14.1.1. No
portion of any prior payments shall be repayable to Licensee, and any and all payments due or to become due, including any royalties and
Minimum Royalty shall be immediately due and payable. If, at such time, the total amount of royalties paid by Licensee during the Term
is less than the Minimum Royalty, Licensee shall immediately pay such difference to GMH.


 


14.1.2. Except
as provided in subparagraph 14.1.3, after the expiration or termination of this Agreement, Licensee shall not manufacture, advertise,
distribute or sell the Licensed Products containing or including the Licensed Rights, or use any name, logo or design which is substantially
or confusingly similar to the Licensed Rights on any product in any place whatsoever. Licensee shall promptly deliver to GMH a statement
indicating the number of Licensed Products then currently on hand or in the process of being manufactured. GMH shall have the right to
conduct a physical inventory in order to ascertain or verify such inventory and/or statement.


 


14.1.3. Upon
expiration of this Agreement, so long as Licensee is not in default hereunder, Licensee shall have the right to sell physical stock of
the Licensed Product available at expiration of this Agreement within three (3) months (“Sell-Off Period”) or to fulfill any
pending transactions entered into before termination of this Agreement provided always that delivery can be achieved within three (3)
months after the end of this Agreement. Any sales shall be subject to Royalty payments.


 


14.1.4. Any
royalties earned during the Sell-Off Period may not be applied to any Minimum Royalty, such amount being due at the time of termination
or expiration. After the Sell-Off Period has expired, all remaining inventory shall be destroyed by Licensee or repackaged without the
Licensed Rights. In the event that Licensee destroys the Licensed Products containing the Licensed Rights or materials relating thereto,
GMH may require Licensee to deliver to GMH an affidavit by an officer of Licensee, attesting to such destruction.


 


14.1.5. All
warranties, indemnification and any other applicable obligations of Licensee shall survive the expiration or termination of this License.


 


15. NOTICES


 


15.1. All
notices which either party hereto is required or may desire to give to the other shall be given by addressing the same to the other at
the address first set forth above, or at such other address as may be designated in writing by any such party in a notice to the other
given in the manner prescribed in this paragraph. All such notices shall be made in writing by mailing the same by certified or registered
mail, return receipt requested, and shall be effective immediately upon receipt thereof.


 







    10


     


    

 


Any and all notices to GMH shall be
addressed to:


 


Gas Monkey Holdings,
LLC


c/o Richard Rawlings


2330 Merrell Road


Dallas, Texas 75229


 


Any and all notices to Licensee shall
be addressed to:


 


Generation Hemp,
Inc.


c/o Gary C. Evans


P.O Box 540308


Dallas, Texas 75354


gevans@genhempinc.com


 


16. CONFIDENTIALITY


 


16.1. In
connection with the services provided hereunder, each of Licensee and GMH may, from time to time, be exposed to and will be furnished
with certain information, relating to the other’s plans for certain productions and services, which are confidential. Each of Licensee
and GMH shall keep confidential and not reveal or disclose any of said information, material, or data to any third party or the terms
of this Agreement (other than the existence of the License granted under this Agreement), or any agreement Licensee enters into pursuant
to this Agreement during the Term or thereafter. Neither Licensee nor GMH will disclose or make known to anyone outside of Licensee or
GMH, as applicable, directly or indirectly, the interest of the other in this Agreement or the terms of this Agreement. The provisions
of this paragraph shall not apply to information, materials, and/or data which: 1) is or becomes publicly available or known; 2) is required
to be disclosed pursuant to court order, regulatory filing, or any applicable law, rules, or regulations; and/or 3) is independently developed
by the disclosing party.


 


17. GENERAL
TERMS


 


17.1. Any
attempted or purported assignment or other transfer, sublicense, mortgage or other encumbrance of this License and the rights granted
herein by Licensee without the prior written approval of GMH shall be void and of no effect. This Agreement and the rights and obligations
of the parties hereunder shall be binding upon and shall inure to the benefit of GMH and Licensee and their respective legal representatives,
successors in interest and permitted assigns.


 


17.2. Nothing
herein contained shall be construed to constitute a partnership or joint venture between the parties hereto, and neither Licensee nor
GMH shall become bound by any representation, act, or omission of the other. Licensee is an independent contractor in the manufacture,
advertisement, sale, and distribution of the Licensed Products, and Licensee will pay all sales taxes and other taxes or charges imposed
on Licensee or GMH (except for GMH’s income tax) by any law, ordinance or requirement of any government or governmental instrumentality
in connection with the manufacture, advertisement, sale and/or distribution of the Licensed Products


 




    11


     


    

 


17.3. A
waiver by either party of any terms or conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of
such term or condition for the future, or of any subsequent breach thereof. All remedies, rights, undertakings, obligations, and agreements
contained in this Agreement shall be cumulative, and none of them shall be in limitation of any other remedy, right, undertaking, obligation
or agreement of either party.


 


17.4. This
Agreement and all matters or issues collateral thereto shall be governed by the laws of the state of Texas applicable to contracts performed
entirely therein. In any such action or proceeding, service of process upon Licensee may be accomplished by sending such process in the
manner specified herein for the giving of notice to Licensee. Licensee hereby consents and submits to the exclusive jurisdiction of the
federal and/or state courts located in Dallas County, Texas in connection with any proceedings arising out of or related to this Agreement.


 


17.5. The
entire understanding between the parties hereto relating to the subject matter hereof is contained herein and no warranties, representations
or undertakings are made by the parties hereto except as expressly provided herein. This Agreement cannot be changed except in writing
signed by the parties.


 


17.6. The
paragraph titles of this Agreement are for convenience only and shall not affect the interpretation of this Agreement or any paragraph
thereof.


 


17.7. The
parties agree to execute such other writings, documents and instruments as may be necessary or desirable to effectuate the purposes of
this Agreement.


 


17.8. This
Agreement shall be interpreted as if the parties hereto jointly prepared it.


 


17.9. All
parties agree that this Agreement may be signed and transmitted by electronic mail including, PDF, TIF, or JPG and other electronic signatures
including DocuSign and HelloSign and thereafter maintained in electronic form, and that such electronic record shall be valid and effective
to bind the party so signing as a paper copy bearing such party’s hand-written signature.


 


[END OF DOCUMENT]


 




    12


     


    

 


EXHIBIT A


 


[INSERT LICENSEE-SPECIFIC GAS MONKEY WORD AND
DESIGN MARK]


 


 


 


13