CONSULTING AGREEMENT


 


This
Agreement is made effective as of April 1, 2018,
by and between Rocky Mountain Hemp
Company ("Company"), 9101 LBJ Freeway, Suite
200, Dallas, Texas 75243,
and PKN Communications, Inc.
dba Touch ("Consultant"), P.O. Box 1927,
Manhattan Beach, CA 90267.


 


Consultant
has a background in the cannabidiol (CBD) industry and is willing to provide
services to Company based on this background. Company desires to have
services provided by Consultant.


 


Therefore, the
parties agree as follows:


 


		1.	DESCRIPTION OF
SERVICES. Beginning on April
1, 2018,
Consultant will provide the services, including but
not limited to the following:



		•	Assist in
the development of our consumer marketing plan



		o	Help
identify the optimal plan
for building awareness, trial
and loyalty for HEMPd.



		•	Analysis would include optimum
plan, media and content,
organizational and resource needs to be successful.



		o	Help
identify HEMPd plan needs for blogging, connecting with
influencers and
others,
including
consumers, to drive our HEMPd message



o
Assist in the development of any RFPs for outside help on our marketing plan - help define what we
should be looking for and metrics for assessing performance.


o       Assist
in any reviews of proposals,
3rd party presentations (as possible


- in
person or by video conference.


		•	Assist in
the development and refinement of our external corporate communication plan



o       Shareholder,
investor presentations as an example


 


		2.	PERFORMANCE OF
SERVICES. The manner in which the Services are to be performed and
the specific hours to
be worked by Consultant shall be determined by the Consultant. The
time estimated to be spent on RMHB work by Consultant is 3-4 days per month
including on-site meetings
in Dallas.



 





	 	3. 	PAYMENT. Company
will pay a fee to Consultant for the Services
in the amount of $3,000.00
per month payable on the 15th of
the month.



 




    	 		 



    	 



    

 


		4.	EXPENSE REIMBURSEMENT.
Consultant shall be entitled to reimbursement from
Company for the following "out-of-pocket"
expenses: Those expenses approved by the
Company in writing in
advance.



 


		5.	NEW PROJECT
APPROVAL. Consultant and Company recognize that
Consultant's Services will include working on various projects
for Company. Consultant shall obtain the approval of Company prior to the commencement
of a new project.



 


		6.	TERM. The term
of this agreement is from
April 1, 2018 until July 31, 2018. Upon the termination of this agreement, the parties will meet
to determine whether to extend
the term under the same points as this agreement, or whether
to modify certain points, or not renew this agreement.



 


		7.	TERMINATION.
This agreement can be
terminated at any time by Company. It can also be changed, modified or extended by mutual
agreement of both parties.



 


		8.	RELATIONSHIP OF
PARTIES. It is understood
by the parties that Consultant is an independent contractor
with respect to Company, and not
an employee of Company. Company will not provide
any employee benefits, including health insurance
benefits, paid vacation,
or any other employee benefit, for the benefit of Consultant.



 


		9.	INDEMNIFICATION.
Company agrees to indemnify
and hold harmless Consultant from all claims, losses, expenses, fees including attorney fees, costs,
and judgments that may be asserted against Consultant that result from the
acts (i.e., making product claims) or omissions of Company,
the Company's employees, and/or the Company's agents.



 


		10.	CONFIDENTIALITY AFTER TERMINATION.
The confidentiality provisions of this Agreement shall remain in
full force and effect for a period of two (2) years after the termination of this Agreement.



 


		11.	RETURN OF
RECORDS. Upon termination of this Agreement, Consultant
shall deliver all records, notes, data, memoranda, models,
and equipment of any nature that
are in his possession or under his control and that are
Company's property or relate to Company's business.



 


		12.	NOTICES. All notices
required or permitted under this
Agreement shall be in
writing and shall be deemed delivered when delivered in
person or deposited in the United States mail, postage prepaid, addressed as follows:



 




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If for Company:


 


Rocky Mountain Hemp Company


Attn:
David Seeberger, Vice President
and General Counsel


9101 LBJ Freeway
/ Suite 200


Dallas,
Texas 75243


david@rockymountainhighbrands.com


 


If for
Consultant:


 


PKN Communications,
Inc. dba Touch


P.O.
Box 1927


Manhattan
Beach, CA 90267


pam@touchms.com


 


Such
address may be changed from time to time by either party by providing written notice to the other
in the manner set forth above.


 


		14.	ENTIRE AGREEMENT.
With the exception of the NONDISCLOSURE
AND NON- CIRCUMVENT AGREEMENT
previously executed, this
Agreement
contains the
entire agreement of the parties and there are no other promises or conditions
in any other agreement whether oral or written. This Agreement supersedes any prior written
or oral agreements between the parties.



 


		15.	AMENDMENT. This Agreement may
be modified or amended if
the amendment is made in writing
and is signed by both parties.



 


		16.	SEVERABILITY. If
any provision of this Agreement shall be held
to be invalid or
unenforceable for any reason,
the remaining provisions shall continue to be valid and enforceable. If a court
finds that any provision of
this Agreement is invalid or unenforceable,
but that by limiting
such provision it would become valid and enforceable, then such provision
shall be deemed to be written,
construed,
and enforced as so limited.



 


		17.	WAIVER OF CONTRACTUAL RIGHT.
The failure of either
party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently
enforce and compel strict compliance with every provision
of this Agreement.



 


		18.	APPLICABLE LAW. This Agreement shall be governed
by the laws of the State of Texas.



 


		19.	INTERRUPTION OF SERVICE.
Either party shall
be excused from any delay or
failure in performance required hereunder if caused by reason of
any occurrence or contingency
beyond its reasonable control,
including, but not limited to, acts of God, acts of war, fire,
insurrection, laws proclamations, edits, ordinances or regulations, strikes,
lock-outs or other serious labor disputes,
riots, earthquakes, floods, explosions or other acts of
nature. The obligations and rights
of the party so excused shall
be extended on a day-to-day
basis for the time period equal to the period of such excusable interruption.
When such events have abated,
the parties' respective obligations hereunder
shall resume. In the event
the interruption of
the excused party's obligations continues for a period in excess
of thirty (30) days,
either party shall have the right to terminate this Agreement upon ten (10)
days' prior written notice to the
other party.



 




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		20.	ASSIGNMENT. Consultant agrees
that he will not assign, sell,
transfer, delegate or otherwise dispose
of any rights or
obligations under
this Agreement without the
prior written consent of Company Any purported assignment,
transfer, or delegation shall be null and void. Nothing
in this Agreement shall prevent the consolidation of Company with, or its
merger into, any
other corporation, or the sale by Company of all or substantially
all of its properties or assets,
or the assignment by Company of this Agreement and the performance of its
obligations hereunder to any
successor in interest or
any Affiliated Company. Subject to the foregoing, this Agreement shall be binding upon and shall inure to
the benefit of the parties and their respective heirs, legal representatives, successors,
and permitted assigns, and shall not benefit any person or entity other than those enumerated above.



 


IN
WITNESS WHEREOF, the Parties hereto have executed or caused this Consulting Agreement to be executed by their
duly authorized officers as of the day and year first written
above.


 


Company


 


 by: /s/ Michael
Welch


Michael Welch


Chief
Executive Officer


Rocky
Mountain Hemp Company


 


 


 


Consultant





by: /s/ Pamela Negoro


Pam Negoro


President


PKN Communications, Inc.
dba Touch



 



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