NutraGenecs
I TechniChef
NutraGenecs


 


 


Consulting
Agreement & Non-Disclosure





Agreement
made this day of March 1,
2018,
by and between:








 


NutraGenecs / Donna P. Henry


 


PO
Box 588 or 579 FM 2840, Meridian, Tx. 76665


 


ph:
903-378-2423


 


(Consultant) 


 


 



Rocky
                                         Mountain High Brands, Inc. / contact: Michael Welch


 


9101 LBJ Freeway,
Suite 200, Dallas, TX 75243


 


ph:
972-833-1588


 


(Client) 


 



 


 


Consultant is
an independent contractor willing to provide
certain skills
and abilities that the Client
has needs. In
consideration of the mutual terms, conditions
set forth, Client and Consultant agree
as follows:


 


		1.	Independent
                                         Contractor: The Client hereby
                                         employs the Consultant
                                         as an independent contractor,
                                         and the
                                         Consultant hereby
                                         accepts contract. The Consultant
                                         shall perform the Services on a "best efforts"
                                         basis. The Consultant may
                                         engage in other
                                         business activities. Consultant is
                                         an independent
                                         contractor and nothing
                                         contained in
                                         this Agreement
                                         shall
                                         be deemed or
                                         interpreted
                                         to constitute the Consultant
                                         as a partner, agent or
                                         an employee of the Client, nor shall
                                         either
                                         party have
                                         any authority to bind the other.



 


		2.	Effective
                                         Date: The term
                                         of this Agreement shall commence as above.
                                         After the first
                                         thirty (30) days of the term,either
                                         party may, without cause,
                                         terminate this Agreement by giving twenty
                                         (20) business days written notice to the
                                         other, and Consultant shall return
                                         funds representing
                                         the unused
                                         portion of any prepayment within thirty (30)
                                         working days.



 


		3.	Compensation:
                                         Client shall
                                         pay to Consultant in accordance
                                         with the terms set forth
                                         in Schedule "
                                         B
                                         or Quote "
                                         attached.
                                         Consultant will
                                         render invoice for services rendered
                                         net fifteen (15) business days.
                                         I f
                                         Client
                                         shall fail to pay for the services
                                         within the above time,
                                         Consultant shall
                                         be entitled
                                         to a
                                         service charge
                                         of 2 %
                                         per month on the unpaid
                                         balance. In the event the
                                         unpaid account is
                                         turned over for collection, Client
                                         shall be responsible for all Consultants' costs,
                                         services charges,
                                         and expenses (including
                                         reasonable attorneys' fees)
                                         associated
                                         with the
                                         collection,
                                         in
                                         addition to
                                         the unpaid
                                         balance.



 


		4.	Services:
                                         Consultant agrees to perform
                                         the services listed in Schedule
                                         ''A" ("Services") below, Consultant shall devote such time, attention
                                         and energies
                                         as required
                                         to complete project.



 


		5.	Other
                                         Terms and Conditions: Consultant
                                         shall notify the
                                         Client promptly
                                         of any expected delay in
                                         performance
                                         of services.
                                         However, Consultant shall
                                         not be liable for delays
                                         in performance beyond its reasonable
                                         control. Consultant agrees to
                                         perform the service with
                                         professional
                                         care, skill,
                                         and diligence in
                                         accordance
                                         with the
                                         standards
                                         and quality usually and customarily
                                         provided by Consultant to its
                                         client's.



 


		6.	This
                                         Agreement between the parties
                                         and is
                                         intended as
                                         a
                                         complete and
                                         exclusive
                                         statement between the
                                         parties. No
                                         change, modification, or transfer
                                         of this
                                         Agreement shall
                                         be valid
                                         unless the change
                                         is communicated
                                         in writing
                                         and signed by both parties.



 


 


 


INTENDING
TO BE
LEGALLY BOUND,
the parties
hereto
have caused this
Agreement to be executed as of
the date
first above written.


 


 


 


 


 





PO Box 588
Meridian, Tx.
76665 I PHONE:
903-378-2423 I donna@nutragenecs.com


 




    	 		 



    	 



    

 





NutraGenecs I TechniChef


 





 


Payment


 


		(a)	The
                                         Consultant will submit to
                                         the Client an invoice
                                         for Services performed and expenses
                                         incurred. The standard invoice
                                         terms shall
                                         be net upon receipt
                                         - 15
                                         days after
                                         issuance, unless other
                                         arrangements have been
                                         made. Invoices
                                         will be sent through PayPal by
                                         email. Invoices
                                         can be
                                         paid via PayPal
                                         or by company check mailed. Invoices
                                         unpaid after
                                         8 weeks
                                         from issuance shall accrue interest
                                         at the
                                         rate of 2%
                                         per
                                         month, from the
                                         date of
                                         issuance
                                         to
                                         the date
                                         payment
                                         is
                                         received



 


		(b)	If
                                         Client Identifies any discrepancy, or dispute
                                         on a Consultant
                                         Invoice, the Client shall
                                         promptly notify Consultant of any
                                         disputed amounts and the parties will use
                                         their best
                                         efforts to resolve
                                         the dispute as promptly as possible



 


		(c)	Consultant
                                         shall
                                         be responsible for payment of all
                                         taxes (federal,
                                         state, and local)
                                         that may be due
                                         upon its compensation



 


		(d)	Client
                                         shall
                                         deposit with Consultant a retainer
                                         to secure payment for Services
                                         rendered by
                                         Consultant. In the
                                         event that
                                         any amount due to Consultant is
                                         not paid when due, then
                                         Consultant may deduct any such
                                         amount from the
                                         retainer and require that the
                                         retainer be
                                         restored before any further work for Client
                                         is done. Client may apply
                                         the retainer or portion thereof
                                         against amounts owed under
                                         the
                                         final invoice
                                         issued by Consultant,
                                         and the balance of the
                                         retainer, if any, shall
                                         be returned to the
                                         Client. In
                                         the event that all
                                         amounts due to Consultant
                                         are paid
                                         then the
                                         full amount of the deposit
                                         shall be
                                         refunded
                                         to the Client upon the
                                         expiration or termination of this
                                         Agreement



 








		(e)	Consultant
                                         shall not
                                         be required
                                         to perform any work
                                         for Client when
                                         any amount
                                         due by the
                                         Client shall
                                         be in default.



 


 





 


 


 


This
agreement for consulting services is
approved by the
signing of
the client
and consultant:


 


 


 


 



NutraGenecs / TechniChef


 


 


signature: /s/ Donna P. Henry


 


Date:
2.27.2018


 


(Consultant) 


 


 



Rocky
Mountain High Brands, Inc. / by Michael Welch, President & CEO


 


 


signature: /s/ Michael Welch


 


Date:
3.1.2018


 


(Client) 



 


 


 


 


PO Box
588 Meridian, Tx.
76665 PHONE: 903-378-2423
donna@nutragenecs.com




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NutraGenecs
I TechniChef


 


CONSULTING
AGREEMENT


 


 Schedule
" A" : Agreement
and Non-Disclosure


 


This agreement
for consulting services
is between NutraGenecs
(Consultant),
RHHB (Client)


ServicesClient
hereby
agrees
to utilize
the Consultant
to perform
the following
consulting
services:


 


		l.	Provide
                                         technical
                                         formulation
                                         expertise In the development
                                         or restructuring
                                         formulas
                                         to achieve
                                         particular
                                         attributes
                                         as requested.
                                         Information
                                         provided
                                         upon
                                         completion
                                         of project
                                         Includes:
                                         products
                                         / ingredients
                                         / processes
                                         Including
                                         formulation
                                         adjustments
                                         and/
                                         or
                                         processes
                                         using Industrial
                                         Ingredients
                                         containing
                                         vendor,Ingredient,
                                         processing information if applicable, other development as requested. RHHB retains all
                                         rights to all information developed/adjusted through this agreement.












		2.	See
                                         reduced
                                         rates on Quote
                                         attached, or
                                         normal rates
                                         on
                                         page 3 of
                                         document.
                                         Retainer to begin project
                                         is
                                         $1000
                                         and
                                         wilI
                                         be deducted
                                         from the
                                         final invoice.
                                         The invoice
                                         will be emailed bl-weekly
                                         through
                                         PayPal. Should
                                         a credit
                                         be Involved it
                                         will be paid
                                         with
                                         the final Invoice.
                                         In this working partnership we
                                         will be
                                         working on products over
                                         a longer term,
                                         so the lab
                                         rates will
                                         be reduced
                                         to the rates
                                         per hour in
                                         the Quote provided. NutraGenecs will be
                                         responsible
                                         for the taxes on the Income.



 


 


Non-Disclosure
Agreement


 


(Transfer
Of Proprietary Information,
Non-Disclosure
And Confidentiality
Agreement
)


 


In its sole discretion, the Disclosing Party
will provide to the Receiving Party
certain confidential and proprietary information
for the purpose of allowing
the Receiving
Party to evaluate its interest in accordance with the following terms and conditions: The parties
agree as follows:


 


		1.	"Confidential
                                         Information"
                                         shall mean all strategic &
                                         development plans, financial condition,
                                         business plans, co-developer



identities,
data, business records,
customer lists, project records,market
reports, employee
lists and business manuals, policies
and procedures, information
processes,technologies
or other Information
disclosed
by Disclosing Party or which the Receiving Party may have provided or has
generated in accordance
with this Agreement, and is not
generally available to the public.


 


		2	Nondisclosure
                                         Obligations. Receiving Party promises
                                         and agrees to receive and hold the Confidential Information in confidence.



		A.	To
                                         protect and
                                         safeguard
                                         the Confidential Information
                                         against unauthorized
                                         use, publication
                                         or disclosure; not to
                                         use
                                         any of
                                         the Confidential Information
                                         except for the Business Purposes.



		B.	Not
                                         to, directly
                                         or
                                         indirectly,
                                         in any way, reveal.
                                         report,
                                         publish,
                                         disclose.
                                         transfer
                                         or otherwise use any of the Confidential
                                         Information
                                         except
                                         as authorized
                                         by Disclosing
                                         Party in accordance
                                         with
                                         this
                                         agreement.



 


		3.	Restrictions.
                                         The
                                         restrictions
                                         herein provided shall not
                                         apply with
                                         respect
                                         to "Confidential
                                         Information"
                                         which:



		A.	Is
                                         known
                                         by the Receiving
                                         Party at the
                                         time
                                         of receipt;
                                         or
                                         becomes
                                         a part
                                         of the
                                         public
                                         domain
                                         without
                                         breach of this
                                         Agreement,
                                         or is legitimately
                                         obtained
                                         by
                                         the
                                         Receiving
                                         Party without
                                         a commitment
                                         of
                                         confidentiality
                                         from a third
                                         party.
                                         Or
                                         is disclosed
                                         pursuant
                                         to judicial
                                         action or government
                                         regulations.



 


11.
Remedies . Receiving
Party understands that any disclosure
or misappropriation of any of the Confidential Information in violation
of this Agreement
may cause Disclosing
Party
irreparable harm.
This Agreement
shall be governed with the laws
of the State of Texas.


 


		5.	Term
                                         and Termination.
                                         This Agreement shall
                                         commence on the signed
                                         document date.
                                         Receiving Party's
                                         right
                                         to use the Confidential
                                         Information
                                         for Business Purposes shall continue
                                         in effect
                                         for the length
                                         of the project until Disclosing
                                         Party provides
                                         a written
                                         notice
                                         of termination
                                         of such
                                         right,
                                         whichever
                                         is first.
                                         This
                                         agreement
                                         may
                                         not
                                         be modified except
                                         In writing
                                         signed by
                                         each of
                                         the parties
                                         to
                                         the
                                         agreement.



 


This Non Disclosure supplements but does
not replace the NDA agreement previously signed by the parties.


 


 


PO
Box
588 I Meridian,
Tx..
76665 I
PHONE: 903-378-2423
I donna@nutragenecs.com
I




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CONSULTING
AGREEMENT


 


Schedule
" B": Consultant
Compensation


 


The
Consultant
will provide
the services
to the Client
as detailed
in Schedule
"A".


 


Retainer
amount
$1000 prepayment will
be applied to
final invoice
amount
or total (see
paragraph under description
of services) Expense
amount $ _actual Incurred expenses/
or company
will pre-arrange travel,
accommodations,
etc.
If applicable.


The
Client hires
Consultant to do the
work required
and agrees to the following payment schedule:


 


The
Consultant will perform the work for the Client, at the rate of _schedule
B or Quote_ and
for a total amount not to exceed the


company-defined
amount. The Consultant agrees not to surpass the maximum stated amount,
except
as provided that the
Client
and the Consultant mutually
agree to modify the stated
amount.


 


Client
Changes:


 


 


Expenses


In
the even t
that Client changes, alters,
or modifies any materials,
documents or other work product
prepared by Consultant
, Consultant shall
not be responsible
or liable for the consequences
on the
part of the Client


 


The
Client shall reimburse Consultant for all reasonable
and necessary expenses, incurred
in connection with the
performance of
the Services, such
as travel, lodging,
food or other expenses Incurred.
All local travel (car) expenses will be reimbursed
to Consultant at the
rate of $0.50
per
mile or current FDA
rate. All travel time
Incurred by Consultant will
be reimbursed at of the
hourly rate of
$40
All other reimbursable expenses
In excess of $_
$200_ will
be subject to pre- approval, in writing via FAX
or other method of transmission, by Client.


 


The
following are
the applicable
Consultant rates and prices,unless an a greed
upon rate for the
entire project has be
prearranged.


 


	ACTIVITY	 	RATE	FEE
	Initial Consulting (phone
    or local visit/ or lunch meeting)	 	No Charge	Mileage if applicable
	On-site Consulting (visits,
    inspections, audits,
    process scale-up)
    (8 hours or less)	 	per day(plus travel &
    miles)	$600
	Quality System / Audit Development
    (varies per situation
    complexity)	 	negotiable	Negotiable
	Writing & research (development,
    formulations, specifications, msds)	 	per hour	$80
	Product Development (laboratory,
    benchtop,
    equipment, analysis, etc.)	 	per hour	$85
	labeling/ Ingredient
    Dec. (USDA/FDA/Retail/Industrial/FoodService)	 	per label	$100-$300
	Food Law/ Nutritional Label
    (raw material system addition
    per ingred. extra)	 	per label (10 ing & less)	$300
	Food Law/ Export
    documentation (ingredient statements USDA or
    FDA, sanitary, per
    shipment natural, conformance.)	 	per shipment	Product dependent
	General Computer usage/ phone time (samples, etc.)	 	per hour	$60
	Sensory Analysis (consumer
    varied site testing,120 people, analysis
    & reports)	 	per daily testing event	$10,000
	Other Sensory dependent upon type
    of testing and
    location.	 	 	 
	Out of pocket expenses (Supplies
    and outside Analytical Services)	 	actual	Actual






 





 


 


PO Box 588
I Meridian, Tx..
76665 I
PHONE: 903-378-2423
I donna@nutragenecs.com
I


 






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