Blueprint





  Exhibit 10.17








PRODUCT & TRADEMARK LICENSE AGREEMENT

 


This
PRODUCT & TRADEMARK LICENSE AGREEMENT
(“Agreement”), entered into as of this January
_14__, 2019
(“Effective Date”), the terms and conditions of which
shall govern the grant by Docklight LLC a Nevada limited liability
company (together with its affiliates, “Licensor”) of a
limited license to use certain intellectual property rights to
NABC, Inc a Washington corporation (herein “Licensee”)
(herein, Licensor and Licensee are each a “Party,” and
collectively, the “Parties”).

 



RECITALS

 


WHEREAS, Licensor
is the owner or has the exclusive right to use, display, reproduce,
modify, and create derivative works of certain name(s), image(s),
likeness(es), logo(s), design(s), slogan(s), and mark(s) more fully
described in the License
Schedule, attached herein (collectively, the “Licensed
Property”), including, but not limited to, the exclusive
right to the name, image, likeness and biography of Bob Marley, and
the trademarks MARLEY and BOB MARLEY in conjunction with the sale,
offer for sale, marketing, manufacturing, distribution,
advertising, and promotion of certain products and services as
further defined herein; and


 


WHEREAS, Licensor
has the right, power, and authority to grant licenses to use the
Licensed


Property;
and


 


WHEREAS, Licensor
is willing to grant Licensee a limited license to the Licensed
Property on the terms and conditions set forth in this
Agreement.


 


NOW,
THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the Parties do agree as
follows:


 

 

1. LICENSE
GRANT

 

1.1 Definition of Intellectual Property
Rights. “Intellectual Property Rights” shall
mean all rights, privileges and priorities provided under U.S.,
state, and foreign law relating to intellectual property and
proprietary rights, including, without limitation (i) all patents
and patent applications; (ii) copyrights, mask work rights and
rights in databases; (iii) trademarks, service marks, trade names,
logos, domain names and trade dress, the goodwill and any business
symbolized thereby, and all common-law rights relating thereto; and
(iv) trade secret rights and other rights in confidential
information, including without limitation proprietary recipes,
ingredient lists, supplier lists and methods of manufacturing or
production, and (v) all registrations, applications, and recordings
for and amendments, modifications, improvements, extensions,
continuations, continuations-in-part, re-examinations and reissues
to any of the foregoing.

 

1.2 Licensed Rights. Subject to the
terms and conditions of this Agreement, and all local state, and
federal laws, rules, regulations, statutes, directives, treaties,
orders and decrees (herein, “Applicable Law”), Licensor
hereby grants to Licensee an exclusive license, to use, the
Licensed Property, including all related Intellectual Property
Rights, for the limited purpose of manufacturing, selling,
distributing, marketing, and advertising the Licensor-approved
products bearing the Licensed Property (“Licensed
Products”) in the territory, as more fully described herein
and in the License Schedule
(the “Licensed Territory”), solely for the Term of this
Agreement (the “License Period”), and subject to
Licensee’s timely payments (the “License Fees”)
as set forth in Section 8 and the License Schedule (collectively, the
“Licensed Rights”).

 

1.3 Rights Not Granted; Loss of
Rights. This Agreement is not an assignment or grant to
Licensee of any right, title or interest in or to the Licensed
Property, other than the grant of rights to use the Licensed
Property solely in connection with the Licensed Products in the
Licensed Territory as set forth herein. Licensee shall not use the
Licensed Property other than as specifically permitted hereunder.
Licensee agrees that in using the Licensed Property, it will in no
way represent that it has any right, title or interest in or to the
Licensed Property other than as expressly granted under the terms
of this Agreement. All use of the Licensed Property by Licensee
shall inure solely to the benefit of Licensor as the sole and
exclusive intellectual property owner of all Licensed Property. In
the event Licensor ceases to own or have the right to use any part
of the Licensed Property during the Term, Licensor shall provide
Licensee with immediate written notice, and this Agreement shall be
deemed to have automatically terminated without fault or cause of
the Parties, in accordance with the provisions in Sections 10.5
through 10.9.

 

1.4 Conditioned Approval.
Notwithstanding any provision to the contrary herein, this
Agreement shall not be considered effective, consummated, nor
binding upon the parties until the Licensed Property Owner has
granted its written approval.  Written approval of this
Agreement by the Licensed Property Owner shall be considered a
condition precedent to the consummation of this Agreement. The
Parties shall use their best efforts to obtain Licensed Property
Owner written approval in as short of time as practicable. However,
in the event that Licensed Property Owner has not supplied its
written approval of this Agreement within forty-five (45) days of
the Effective Date, this Agreement shall be considered null &
void and shall have no further effect upon the parties.

 



 

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1.5 Duty to Exploit License.
Licensee shall use commercially reasonable efforts during the
License Period to (a) manufacture the Licensed Products; (b)
distribute and sell the Licensed Products; and (c) engage in
Advertising and Promotion (as defined below) in the Licensed
Territory.

 

1.6 Covenants. Licensee covenants
that either during the License Period or thereafter, Licensee shall
not do nor permit any of the following:

 

(a) any act or omission
in derogation of the rights of Licensor in the Licensed
Property;

 

(b) any use of the
Licensed Property in a manner not specifically authorized by this
Agreement;

 

(c) any act or omission
calculated or likely to harm the Licensed Property or bring the
Licensed Property into disrepute;

 

(d) any act or omission
calculated or reasonably likely to harm the Licensor or bring the
Licensor into disrepute;

 

(e) enter into any
sublicense or otherwise assign or transfer any right or obligation
except as expressly authorized under this Agreement;

 

(f) attack the validity
of the Licensed Property;

 

(g) make unauthorized
modifications of the Licensed Property including but not limited to
changes in spelling, designs, fonts, logos, or colors;

 

(h) make unauthorized
modification to the designs, schematics, renderings, formulations
and other similar documents of the Licensed Property without the
prior, written consent of the Licensor;

 

(i) except as required
by Applicable Law or separately approved by Licensor, affix any
third-party trademark, logo, word, or design to the Licensed
Property or use any other trademark, logo, word, or design in
connection with the Licensed Property except that Licensee may use
its own trademarks, logos, words, designs, or trade names on
packaging, advertising and promotional materials for the Licensed
Property.

 

(j) claim, use, or
apply to register, record or file any trademark, trade name,
business name, corporate name, domain name, social media user name,
email address, copyright, or design that is identical with,
confusingly similar to, clearly derived from or based on the
Licensed Property; or

 

(k) use any of the
Licensed Property in a manner which is likely to depreciate or
cause material harm to the goodwill attached to any of the Licensed
Property.

 

1.7 Licensee Property. It shall not
be a breach of covenants in Section 1.6if Licensee independently
develops its own consumer products and related brands so long as
the Licensee Property are not identical with, confusingly similar
to, clearly derived from, based on, or includes any of the Licensed
Property. For the avoidance of doubt, Licensee Property may be used
on or in connection with goods and services that are deemed
competitive to the Licensed Property (but do not otherwise bear the
Licensed Property) and such activity shall not violate this Section
1.7.

 

2. ADVERTISING AND
PROMOTION

 

2.1 Advertising and Promotion.
Subject to all laws, rules, regulations, standards and orders
applicable to the advertising and marketing of the Licensed
Products, Licensee shall have the right to use the Licensed
Property to market, advertise and promote the sale of the Licensed
Products during the License Period in the Licensed Territory in all
legal media channels (“Advertising and Promotion”),
subject to the approvals as set forth in Section 6.3 below. All
Advertising and Promotion shall comply with all standards,
specifications and/or designs as may be established by Licensor and
furnished to Licensee from time to time. In addition, all
Advertising and Promotion shall be consistent with the premium
brand prestige of the Licensed Property. Licensee must display
appropriate disclaimers regarding territorial purchase limitations
and Licensee’s use of the Licensed Property under license
from Licensor, as approved by Licensor. Licensee shall, in good
faith and at its own expense and subject to the approval required
by Section 6.3 hereof:

 



 

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(a) market, advertise,
promote and sell the Licensed Products to Customers (as defined in
Section 5.2 below) located in the Licensed Territory consistent
with good business practice, in each case using commercially
reasonable efforts to maximize sales of the Licensed
Products;

 

(b) establish and
maintain a sales and marketing organization sufficient to develop
to the satisfaction of Licensor the market potential for the sale
of the Licensed Products, independent sales representatives and a
distribution organization and facilities sufficient to make the
Licensed Products available to meet demand;

 

(c) develop and execute
a marketing plan in concert with Licensor sufficient to fulfill its
obligations under this Agreement, which shall provide additional
brand support to licensed retailers or distributors
(“Resellers”) as may be mutually determined by Licensor
and Licensee;

 

(d) spend such amounts
as are reasonable and customary for the business contemplated
herein on other marketing and promotional activities with respect
to Licensed Property not specifically delineated hereunder
including, but not limited to, point-of-sale materials (including
fixtures and signage);

 

(e) have sufficient
knowledge of the industry and products competitive with the
Licensed Products (including specifications, features and benefits)
so as to be able to explain in detail to the Customers the
differences between the Licensed Products and competing products,
and information on standard protocols and features of each Licensed
Products;

 

(f) observe all
reasonable directions and instructions given to it by Licensor in
relation to the marketing, advertisement and promotion of Licensed
Products bearing the Licensed Property;

 

(g) in any and all
contacts between Licensee and any Reseller, Licensee must identify
to the Reseller, Licensee’s full legal name, trade name, or
both; and

 

(h) market, advertise,
promote and sell Licensed Products, and conduct business in a
manner that reflects favorably at all times on the Licensed
Property, the Licensed Products, and the good name, goodwill and
reputation of Licensor and Licensed Property, and consistent with
the brand prestige of the Licensed Property.

 

3. PACKAGING

 

3.1 Licensed Product Packaging. All
Licensed Products produced under this Agreement shall be packaged
in packaging which meets all requirements of Applicable Law and has
been approved by Licensor pursuant to Section 6.3 (the
“Packaging”). Licensee is responsible for ensuring, and
further represents, warrants and covenants, that all Approved
Licensed Products are and shall be packaged in the
Packaging.

 

3.2 Additional Labels. Except for
Licensee marks, no labels or marks shall be placed on the Packaging
unless supplied to Licensee by Licensor, required under Applicable
Law, or otherwise pre-approved by Licensor in writing, the
pre-approval of which shall not be unreasonably withheld.
Similarly, the Packaging and labels shall not be altered in any
material way, except for the insertion of the true weight, count,
quantity, price or other information required by Applicable Law,
solely onto the designated areas of the labeling or Packaging where
provided.

 

4. SOURCING &
MANUFACTURING

 

4.1 Manufacture. Licensee is
responsible for ensuring that all Licensed Products bearing the
Licensed Property are of good merchantable and usable quality, free
of all defects and suitable for the purposes for which the Licensed
Products are marketed, sold and used, and shall be sourced,
manufactured, stored, packaged, handled and shipped under sanitary
conditions, and in full compliance with Applicable Law, including
all local, state, federal and/or provincial laws, rules,
regulations, standards and orders applicable to: (i) the sourcing
of all components and ingredients (including the sourcing of
Cannabidiol (CBD)); and, (ii) the facilities, controls,
manufacturing, processing, packaging, storing, and handling of the
Licensed Products in effect during the License Period.
..

 

4.2 Manufacture of Licensed Products by
Third Parties. In the event the Licensed Products are to be
designed, sourced, manufactured, supplied, stored, packaged,
handled or shipped by third party designers, cultivators,
manufacturers, and/or suppliers (collectively,
“Manufacturers”), Licensee shall, upon written request
by Licensor, notify Licensor of the name and address of such
Manufacturer(s).

 

4.3 Quality Standard. The nature
and quality of the Licensed Products bearing the Licensed Property
shall conform to all specifications and standards of quality
approved by Licensor pursuant to Section 6.1.

 



 

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5. DISTRIBUTION

 

5.1 Distribution. Licensee shall
have the right to distribute the Licensed Products to Resellers
(defined below) in the Licensed Territory during the License Period
only in strict compliance with all Applicable Law. Licensee may
appoint sub-distributor(s) with the prior written approval of
Licensor, which shall not be unreasonably withheld; however, if
approved by Licensor, Licensee shall enter into a written
agreement, reasonably acceptable to Licensor, with such approved
sub-distributor(s), upon terms that are as least as protective of
the rights and information of Licensor under this Agreement, and
Licensee shall be solely responsible for any acts or omissions of
any of sub-distributor(s) regarding the distribution of the
Licensed Products.

 

5.2 Restrictions. Licensee may
distribute Licensed Products solely in the Licensed Territory and
solely to: (i) jurisdictions in which the sale of Licensed Product
are allowed under Applicable Law; (ii) entities which are properly
approved by the applicable governmental authority to resell the
Licensed Products (each, a “Reseller”), and (iii)
eligible individuals (each an “End User”) (End Users
and Resellers collectively, the “Customers”). For
clarity, a Reseller shall not include a sub-distributor. Licensee
shall not sell Licensed Property to any Reseller whom Licensee
knows or has reason to believe is purchasing Licensed Property for
resale other than to Customers in the Licensed Territory. Licensee
has the sole obligation and responsibility for ensuring that the
Resellers comply with the terms and conditions of this Agreement
and Applicable Law. Licensee shall diligently monitor and enforce
Licensee obligations that are discharged by any of the
Resellers.

 

5.3 Minimum Advertised Price. The
parties shall make commercially reasonable efforts establish a
Minimum Advertised Price (“MAP”) for all Licensed
Products. Licensee will make commercially reasonable efforts not
cause or permit Licensed Products to be advertised at a price below
MAP. The MAP applies only to advertised prices and does not apply
to the price at which the Licensed Products are actually sold or
offered for sale to an End User, which remains in the discretion of
the Licensee and/or Reseller, subject to any pricing restrictions
of local, state, and/or provincial law.

 

5.4 Other Obligations.

 

(a) All Reseller orders
shall be by means of signed written purchase orders or in such form
as is compliant with Applicable Law.

 

(b) During the License
Period, Licensor will refer any and all orders or inquiries from
potential customers within the Licensed Territory to Licensee.
Licensee will promptly refer any and all orders or inquiries from
potential customers outside of the Licensed Territory to
Licensor.

 

(c) Licensee shall use
commercially reasonable efforts to maintain quantities of Licensed
Products at all times during the License Period as reasonably
necessary in order to meet the demand of Customers and potential
Customers.

 

6. APPROVALS AND
QUALITY CONTROL

 

6.1 Quality Assurance and Control.
Licensee will perform quality assurance inspections to assure the
compliance of the Licensed Products with any product specifications
communicated by Licensor from time to time and to meet all
applicable health and safety requirements. Licensee will maintain
separate lot code control for every batch of Licensed Products
produced and maintain a file recording where all Licensed Products
by lot code where shipped. 
Licensee shall ensure that any Manufacturers and
any and all raw material and source suppliers maintain a quality
control program consistent with the highest commercial standards,
and Applicable Law.

 

6.2 Inspection. Licensor or its
representatives shall have the right, but not the obligation, no
more frequently than once per calendar quarter and upon reasonable
advance written notice, to visit, inspect and audit
Licensee’s facilities – including the facilities of any
Manufacturers, or approved sub-distributors relating to Licensed
Products manufactured hereunder. Licensor will perform such audits
at Licensor’s expense; provided, however, that if any such
visit, inspection or audit reveals that Licensee, a Manufacturer or
approved sub-distributor is not in material compliance with this
Agreement, Licensor will provide written notice of such deficiency
and Licensee will reimburse Licensor for its costs in connection
therewith. In addition, Licensee agrees to correct (or cause any
Manufacturer or approved sub distributor to correct) any material
deficiencies or defects that affect the quality of Licensed
Products identified by Licensor during any inspection, and Licensee
shall provide Licensor with a written response detailing the
actions taken to correct such defects within thirty (30) days after
such observations were made by Licensor or its representative to
Licensee in writing. Licensor has the option, but not the
obligation, to conduct a follow up inspection, at the expense of
Licensee, after such defects are corrected to ensure that Licensee
is in material compliance with this Agreement.

 

6.3 Prior Approval. Prior to the
sale or distribution of any new product bearing the Licensed
Property, Licensee shall provide to Licensor, free of cost,
specimen samples, Packaging, packaging inserts, labels, advertising
or promotional material as may be reasonably requested by Licensor.
Licensor shall use commercially reasonable efforts to review and
approve or reject all requests for approval with an explanation of
concerns within five (5) business days of receiving any such
request. Licensor shall be deemed to have denied approval under
this Section 6.3 if it has not responded to Licensee’s
request within ten (10) business days of receipt of such
request.

 



 

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7. SAFETY, COMPLAINTS,
RECALLS, DEFECTS

 

7.1 Safety; Compliance with Laws.
Each Licensed Product shall be manufactured, packaged, labeled,
sold and distributed in accordance with all laws, rules and
regulations governing the manufacture, quality, safety,
transportation, and distribution of such products. Licensee
expressly acknowledges and agrees that Licensor shall rely on
Licensee to ensure that the component sourcing, manufacture,
Packaging, labeling, advertising, sale and distribution of Licensed
Products hereunder shall conform in all respects with all
Applicable Law. Each party shall promptly bring to the other
party’s attention any concerns it may have with respect to
legal compliance of any Licensed Products or the Licensed Property.
Licensee represents, warrants, and agrees that all Licensed
Products produced pursuant to the terms and conditions of this
Agreement, and the labeling, Packaging, manufacture, possession,
distribution, storage, sale and delivery of all such Licensed
Products, shall: (a) comply with or exceed the requirements of all
applicable national and local laws, rules, and regulations,
including but not limited to those applicable to the manufacture,
pricing, sale and/or distribution of the Licensed Products; and (b)
produce articles of good quality and which are substantially free
of defects in design, materials and workmanship, and shall comply
with such specifications, if any, as may have been specified in
connection with this Agreement, and shall fully conform to any
sample thereof approved by Licensor.

 

7.2 Complaints. Upon any claim,
complaint or assertion by a government or regulatory agency that a
Licensed Product bearing the Licensed Property is unsafe or unfit
for human use, the Licensee shall immediately undertake an
investigation and take appropriate actions to minimize risk to
consumers until there has been a final determination of the safety
issue to the satisfaction of Licensor. Each party shall
immediately, but in any event no later than five (5) days, notify
the other party of a complaint with respect to a Licensed Product
received from any source, including but not limited to those which
refer to the safety of a Licensed Product or its fitness for human
use, or which refer to compliance with Applicable Law or
regulations.

 

7.3 Recalls. If any of Licensed
Products bearing Licensed Property pose a safety threat to the
consumer, Licensee shall immediately recall such products from the
marketplace, and take any other measures Licensor may reasonably
demand. If any of the Licensed Products are the subject of negative
publicity due to poor quality and/or user safety of the Licensed
Products, Licensee shall, upon Licensor’s reasonable request,
immediately recall such Licensed Products from the marketplace, and
take any other measures Licensor may reasonably demand.
Notwithstanding, Licensor shall be entitled to Royalties for all
sales of Licensed Products that may be recalled for any reason.
Licensee shall assume all the obligations, liabilities, costs and
expenses relating in any recalls of Licensed Products under this
Section 7.3.

 

7.4 Product
Defects.

 

(a) As between Licensor
and Licensee, Licensee assumes all liability for defects or any
type of product liability claim regarding the Licensed Products. In
the event that a Customer of any Licensed Product manufactured or
sold during the License Period, or any other third party, claims
such Licensed Products to be defective or in breach of any warranty
or otherwise raises a product liability claim with respect to the
Licensed Products, Licensee shall assume all the obligations,
liabilities, costs and expenses relating in any manner to such
Licensed Property, including, without limitation, any claimed
defect or breach of warranty or other product liability
claim.

 

8. STATEMENTS,
PAYMENTS, RECORDS, TAXES.

 

8.1 License Fees. In consideration
of the rights granted hereunder, Licensee shall pay to Licensor
fees as set forth in the License
Schedule (“License Fee”), attached
hereto.

 

8.2 Special Sales. Licensee shall
not sell or distribute Licensed Products without an invoice and
shall not solicit or accept other compensation attributable to the
distribution of the Licensed Products separate from or in addition
to the price which appears on the invoice. Licensee shall not sell
Licensed Products at discounts except those normal and customary in
the trade.

 

8.3 Monthly Sales
Statements.

 

(a) Licensee shall keep
separate written records of all Licensed Products sold during the
License Period of this Agreement. Within thirty (30) days following
the end of each calendar month, Licensee shall furnish to Licensor
complete and accurate written statements identifying each Reseller,
the number of Licensed Products sold, itemized by product and
retail location, gross sales prices, itemized deductions from gross
sales prices (including any returns actually credited during such
month) and Net Sales Revenue (as defined in License Schedule) of
Licensed Products, by month preceding the date of such report
(“Monthly Sales Statement”). Licensee shall certify the
statements as complete and correct. Licensed Products shall be
considered sold when invoiced. No deduction from Net Sales Revenue
shall be made for commissions, for sales made on an approval,
consignment or return basis, nor for any costs incurred in the
manufacture, sale, distribution or exploitation of the Licensed
Products.

 



 

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(b) Promotional Items. A License
Fee shall not be owed to Licensor for promotional items given away
for free, provided that the total value of such promotional items
given away for free in any given calendar year shall not exceed the
agreed-upon joint marketing costs (“Joint Marketing
Costs”) as detailed and defined in the Licensing Schedule.

 

8.4 Time and Method of
Payments.

 

(a) The License Fee
shall be calculated at the end of each calendar quarter from the
three months preceding the end of the quarter and shall be paid to
Licensor no later than forty-five (45) days following the end of
such calendar quarter. All amounts due and owing to Licensor but
not paid by Licensee by the due date will bear interest from the
due date in U.S. Dollars at the rate of eight per cent (8%) per
annum (calculated on a monthly
basis), until such time that all of the outstanding amount
and interest thereon is paid in full (“Default
Interest”). In the event Default Interest is assessed,
Licensor may allocate all future payments by Licensee, first,
towards repayment of outstanding Default Interest, and thereafter,
towards repayment of outstanding amounts due and
owing.

 

(b) Payments to be made
by Licensee to Licensor under this Agreement shall be paid in U.S.
dollars by (i) check made to the order of Licensor, (ii) bank wire
transfer in immediately available funds to such bank account in the
United States designated in writing by Licensor from time to time,
or (iii) offset against any outstanding amounts that Licensor owes
to Licensee. For the avoidance of doubt, Licensee retains all risk
associated with the transfer of payments to Licensor until payments
have been received by Licensor or its authorized
representative.

 

8.5 Records. Licensee shall keep
true books of account containing an accurate record of all data
necessary for the determination of compliance with this Agreement,
and maintain the same throughout the License Period and for five
(5) years thereafter.

 

8.6 Inspection of Books and
Records. Licensor and its duly authorized representatives
shall have the right, but not the obligation, no more frequently
than once per calendar quarter and upon five (5) days’
written notice, to examine and copy all books and other records of
the Licensee relating License Products and the subject matter of
this Agreement during the License Period and for a period of two
(2) years thereafter. Such examinations shall be limited to
completed quarterly books and records and shall be conducted during
regular business hours at the Licensee’s offices by a
certified public accountant selected by Licensor. If any audit
discloses deficiencies, said amount shall, upon Licensee’s
receipt of an invoice by Licensor, be immediately paid to Licensor,
and if any audit performed at Licensor’s expense discloses
deficiencies of five percent (5%) or more of the total amount of
License Fees or other amounts paid or due and owing to Licensor for
the time period being audited, Licensee shall reimburse Licensor
for the actual, out-of-pocket costs of such audit. Further, if it
is determined by any audit (or by other conclusive evidence) that
Licensee has sold any category(ies) of article(s) bearing the
Licensed Property for which it does not have licensing rights
hereunder, then Licensor shall, without waiving any other rights or
remedies, be entitled to immediately recover from Licensee one
hundred percent (100%) of the proceeds from the sale of such
merchandise.

 

8.7 Taxes, Duties, other Government
Charges. Licensee shall bear all taxes, duties and other
governmental charges relating to or arising under this Agreement,
including, without limitation, any provincial, local or federal
income taxes (except withholding taxes on license fees imposed by
Applicable Law or any taxes due on the net income of Licensor), any
stamp or documentary taxes or duties, turnover, sales or use taxes,
value added taxes (VAT), excise taxes, customs or exchange control
duties or any other charges relating to or on any Licensee Fee or
other amounts payable by Licensee to Licensor under this Agreement.
Licensee shall obtain, at its own cost and expense, all licenses,
bank approvals, and any other documentation necessary for the
transmission of all payments relevant to Licensee’s
performance under this Agreement.

 

8.8 Periodic Adjustment. The License Fee set forth in Section
8.1 of this Article and the License Schedule shall be reviewed
annually by the parties no later than 45 days following the end of
each year to ensure that it continues to reflect the
arm’s-length value of the rights granted to Licensee under
the terms of this Agreement. If any change to the license fee rate
or structure is determined by the mutual agreement of the parties
to be appropriate for this purpose, then an appropriate amendment
to this Agreement shall be executed by the parties.

 

9. INTELLECTUAL
PROPERTY RIGHTS

 

9.1 Ownership of Intellectual Property
Rights. As between Licensor and Licensee, the Licensed
Property (including all Intellectual Property Rights in all
materials of any kind in connection with this Agreement) and the
goodwill appurtenant thereto are the sole and exclusive property of
Licensor. Licensee acknowledges that all uses of the Licensed
Property hereunder and all the goodwill attached or which shall
become attached to the Licensed Property (not including any
Licensee mark that may be attached thereto), in connection with the
manufacture, sale, distribution, promotion and advertising of the
Licensed Property shall inure solely to Licensor’s benefit.
If Licensee acquires any intellectual property rights in the
Licensed Property, by operation of law or otherwise, Licensee
hereby irrevocably assigns such rights to Licensor without further
action by any of the parties.

 



 

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9.2 Protection of Intellectual Property
Rights. Licensee shall cooperate with Licensor as requested
by Licensor and do whatever is reasonable and necessary for the
protection of the Licensor’s Intellectual Property Rights
including Licensed Property. Licensee shall not do anything or
authorize anyone to do anything which may adversely affect any
rights of Licensor in the Licensed Property, or Licensor’s
rights to the Licensed Marley Property, or which may reduce or
dilute the value or distinctiveness of the Licensed Property or
disparage or detract from the reputation and prestige of the brand
encapsulated by the Licensed Property. Licensee shall not seek to
register any trademark or other intellectual property right within
the Licensed Property, or any name, mark or designation confusingly
similar thereto for any products.

 

9.3 Trademark Notices. Licensee
shall ensure that all Licensed Property sold by Licensee and all
related quotations, specifications and descriptive literature, and
all other materials carrying the Licensed Property, are marked with
the appropriate trademark notices in accordance with
Licensor’s instructions.

 

9.4 Infringement. Licensee shall
notify Licensor in writing promptly but in any event no later than
(5) days, upon learning of any suspected infringement,
misappropriation, or other violation of the Licensed Property,
including but not limited to imitation or counterfeiting of
Licensed Property. Licensor thereupon shall at its sole discretion
take such action as it deems advisable for the protection of its
rights in and to the Licensed Property. Licensee agrees not to
contact any suspected infringer, not to make any demands or claims,
not to institute any suit nor take any other action on account of
such infringements, misappropriations or other violations without
first obtaining the prior express written consent of Licensor.
Licensee shall provide reasonable assistance to Licensor in all
respects, including, without limitation, by joining any one or more
lawsuits in connection therewith as a party and by causing their
officers to execute pleadings and other related documents. The
institution and conduct of litigation, the selection of attorneys
and the settlement of litigation and claims affecting the Licensed
Property shall be entirely within the discretion of Licensor and
under Licensor’s control. Unless otherwise agreed, all costs
and expenses, including reasonable legal and investigative fees
incurred in connection with any such actions which are so
undertaken, shall be borne entirely by Licensor, and Licensor shall
be solely entitled to any monetary recovery obtained. Nothing
herein shall be construed as imposing a duty or obligation upon
Licensor to take any action against any alleged infringer, nor to
relieve Licensee from full compliance with any of the terms of this
Agreement in the event that Licensor does not take any such action
or is unsuccessful in its action against any alleged
infringer.

 

9.5 Other
Agreements. The
parties hereby agree that Licensee is a party to that certain
Merchandise License Agreement entered into between Marley Beverage
Company, LLC and Marley Merchandising, LLC f.k.a. Hope Road
Merchandising, LLC (“Marley Merchandising”) dated as of
December 27, 2009, as amended, and later acquired and assumed by
Licensee and further amended pursuant to that third amendment
entered into by Licensee and Marley Merchandising on or about May
15, 2017 (collectively, the “Marley Beverage
License”).  Licensee acknowledges and agrees that the
definition of “Licensed Products” under the Marley
Beverage License does not include beverages or beverage-related
products containing cannabinoids (collectively, “Cannabinoid
Beverages”).  Docklight represents and warrants that
Marley Green, LLC (“Marley Green”) and Docklight
entered into a certain License Agreement pursuant to which
Docklight was granted the right to use, and sublicense others the
right to use, certain Marley Rights, including the trademark MARLEY
NATURAL, in connection with cannabis and certain
cannabinoid-related products (the “Marley Natural
License”). Licensee acknowledges, covenants and agrees that
(i) the Marley Natural License is not inconsistent with the terms
of the Marley Beverage License and Licensee shall not challenge or
dispute the validity of the Marley Natural License as it pertains
to the right to use Marley Rights in connection with Cannabinoid
Beverages; (ii) as between Licensee and Docklight, Docklight has
been validly granted the right to use certain Marley Rights in
connection with Cannabinoid Beverages, including the right to
sublicense such rights to Licensee hereunder; and (iii) Licensee
shall not claim any right to use Marley Rights in connection with
Cannabinoid Beverages under the Marley Beverage License. Licensee
agrees that Marley Merchandising and Marley Green shall be deemed
third party beneficiaries of this provision.

 

10. TERM AND
TERMINATION

 

10.1 Term.
The term of this Agreement shall commence as of the Effective Date,
and shall continue for a period of five (5) years (the
“Initial Term”), unless extended or terminated earlier
as provided herein or by operation of law.

 


10.2 Renewal. Beginning on the third
anniversary of the Effective Date, the parties shall engage in good
faith discussions regarding the possibility of amending this
Agreement for the limited purpose of adding term renewal
provisions. No amendments to this Agreement shall be valid unless
mutually agreed to in writing and executed by both parties, in
accordance with Section 16.8, herein.

 

10.3 Termination
for Cause. Upon the occurrence of any of the following
defaults, then, in addition to and without prejudice to any rights
which it may have at law, Licensor shall have the right to
terminate this Agreement upon thirty (30) days prior written notice
to Licensee:

 



 

7







 





 

(a) Licensee files or
has filed against it a petition in bankruptcy, reorganization or
for the adoption of an arrangement under any present or future
bankruptcy, reorganization or similar law, makes an assignment for
the benefit of its creditors or is adjudicated bankrupt, or a
receiver, trustee, liquidator or sequestrator of all or
substantially all of Licensee’s assets is appointed, or any
secured creditor of Licensee exercises or purports to exercise any
right or remedy as a secured creditor with respect to any
collateral consisting, in whole or in part, of this Agreement, or
the rights granted to Licensee hereunder;

 

(b) Licensee is more
than thirty (30) days late in making any undisputed payments
required by Section 8 on two (2) or more occasions during the
License Period;

 

(c) Licensee fails to
obtain or maintain product liability insurance in the amount of the
type provided for in Section 13 herein;

 

(d) if on more than two
(2) occasions Licensor finds and notifies Licensee in writing that
Licensee is not in material compliance with this Agreement after an
Inspection pursuant to Section 6.2;

 

(e) Licensee (inclusive
of Licensee’s Manufacturers or sub-distributors) becomes
subject to any voluntary or involuntary order by a government or
governmental agency, regulatory body, court, or the like, ordering
the withdrawal, discontinuance, removal or recall of any Licensed
Product;

 

(f) Licensee (inclusive
of Licensee’s Manufacturers or sub-distributors) becomes
subject to any voluntary or involuntary order by a government or
governmental agency, regulatory body, court, or the like, ordering
the withdrawal, discontinuance, removal or recall of any
competitive product manufactured (inclusive of co-manufacturing or
contract manufacturing relationships) or distributed by Licensee,
which results in a disparaging effect on Licensor, its business, or
its affiliates;

 

(g) Licensee (inclusive
of Licensee’s Manufacturers or sub-distributors) materially
violates any Applicable Law or regulation necessary for the
operation of its business, including without limitation, health and
safety laws, licensing requirements, zoning laws, and employment
and labor laws, or if any assets of the Licensor or Licensee are
seized or appropriated by any government or governmental authority,
provided that a de minimis
violation made during a good faith effort to comply shall not be
deemed a material breach of this Agreement for which Licensor is
entitled to terminate;

 

(h) Licensee or its
principal(s) is subject to a bona fide allegation that Licensee or
such principal has engaged in any activity that has a disparaging
effect on Licensor, its business, or its affiliates, including but
not limited to any fraud, financial wrongdoing, or immoral or
unethical business practices;

 

(i) Licensee breaches a
covenant set forth in Section 1.5;

 

(j) Licensor becomes
subject to a determination by: (i) the United States Federal
Government, inclusive of its agencies, regulatory bodies, courts,
or other equivalent governing body; or (ii) a majority of states
within the Territory (inclusive of their agencies, regulatory
bodies, courts, or other equivalent governing bodies), that
Licensor is required to obtain approval, license or certification
from such agency, body or court in order for Licensee to fulfill
its obligations or to continue selling Licensed Products in the
Licensed Territory under this Agreement, and such approval(s),
license(s) or certifications is impossible, impracticable, or have
the effect of reducing Licensee’s quarterly sales volume by
more than fifty percent (50%) over the previous
quarter;

 

(k) There is a change
in control of the Licensee. Change of control shall mean a
substitution or replacement of the Licensee’s regulating or
governing body, including but not limited to the sale of
substantially all assets, a transfer of more than fifty (50)
percent of voting stock, a change in a majority of the
Licensee’s board members, or a change in the power to direct
or cause the direction of the management and policies of the
Licensee, whether by contract or through otherwise direct or
indirect ownership.

 


10.4 Other
Termination Rights. In the event of an alleged breach by
Licensee of any of the terms of this Agreement not covered by
Section 10.3 hereof, Licensor shall give written notice to
Licensee, specifying the type and circumstances pertaining to such
breach in form sufficient to enable opportunity for correction
thereof by Licensee. If such breach shall not has been remedied to
the satisfaction of the non-breaching party (in its sole
discretion) during a thirty (30) day period immediately following
the receipt of such notice, Licensor shall have the right to
terminate this Agreement. In the event that the breach is remedied
within such thirty (30) day period to the satisfaction of Licensor
(in its sole discretion), this Agreement shall continue in full
force and effect the same as if no notice had been given. Waiver by
Licensor of its right to terminate because of any one breach
(whether or not Licensee has been provided written notice of such
breach) shall not constitute a waiver of any subsequent breach of
the same or of a different nature.

  



 

 



 

8







 





 

10.5 Morals
Clause. Licensee understands that at all times during the
term of this Agreement, Licensee shall conduct itself at all times
with due regard to the public conventions and morals, and to
refrain from any behavior that may be objectionable to Licensor. At
all times during the term of this Agreement, Licensee (inclusive of
its employees, officers, directors, associated parties and
affiliates) shall not: (i) behave in a manner objectionable to
Licensor, nor commit an offense involving moral turpitude under
Federal, state or local laws or ordinances; (ii) do or commit any
act or thing that will tend to degrade Licensee (or by reference or
implication, Licensor) in society or bring itself into public
hatred, public disrepute, contempt, scorn, or ridicule, or that
will tend to shock, insult or offend the community or public morals
or decency; or (iii) do, or refrain from doing anything that would
prejudice Licensor, its employees, officers, directors, affiliates,
subsidiaries, or parents, or the legal cannabis industry in
general. If at any time, in the reasonable opinion of Licensor,
Licensee is determined by Licensor to have committed any act or
done anything (whether intentionally or negligently) which might
reasonably be considered: (i) to be immoral, deceptive, scandalous
or obscene; or (ii) to injure, tarnish, damage or otherwise
negatively affect the reputation and goodwill associated with
Licensor (inclusive of its employees, officers, directors,
affiliates, subsidiaries, or parents); or (iii) to otherwise
violate this clause, then Licensor may, upon written notice to
Licensee, immediately suspend or terminate this Agreement, in
addition to any other rights and remedies that Licensor may have
hereunder or at law or in equity.

 

10.6 Effect
of Termination. Upon any expiration or termination of this
Agreement all rights granted to Licensee hereunder shall cease and
terminate and all accrued payments to owed Licensor shall be paid
to Licensor within thirty (30) days of such expiration or
termination. No termination of this Agreement by expiration or
otherwise shall relieve or release any party from any of its
obligations hereunder with respect to payments due under this
Agreement.

 

10.7 Inventory.
Licensee shall furnish to Licensor, not less than twenty-one (21)
days before the expiration of the License Period and not more than
ten (10) business days after receipt of a notice of termination,
termination by operation of Law, or the automatic termination of
this Agreement, a statement certified by an authorized
representative of Licensee, showing the number and description of
the Licensed Products and/or Advertising and Promotion materials
on-hand (including those products and materials held by
Licensee’s Manufacturers, sub-distributors or any other
related third party) held for Licensee’s inventory or in
process of manufacture (collectively, “Inventory”),
specifying the quantity, type, class, category, SKU number and
condition of all items of the Inventory. Except as Licensor may
otherwise agree, all cancelable orders for the production of
Licensed Products shall promptly be canceled.

 

10.8 Licensor’s
Option. Licensor (or at its sole discretion, a Licensor
designee) shall have the option (but not the obligation),
exercisable by written notice delivered to Licensee within twenty
(20) days after its receipt of the Inventory statement, to purchase
any or all of the Inventory for an amount equal to the cost of the
Inventory (“Inventory Purchase Option”). In the event
Licensor notifies Licensee that it is exercising its purchase
option, Licensee shall deliver to Licensor or its designee at a
destination of Licensor’s choice, all Inventory referred to
in Licensor’s notice within fifteen (15) days after receipt
of such notice, subsequent to receipt of all regulatory approvals
required to undertake such delivery. Licensor shall pay Licensee
for such Inventory as is in marketable, first quality condition
within thirty (30) days after its receipt thereof, after deduction
from the purchase price all amounts owed by Licensee
hereunder.

 

10.9 Sell-off
Period. In the event Licensor does not exercise its purchase
option or purchases less than all of the Inventory, and if the
License expires or is terminated by Licensor other than under
Section 10.3 & 10.4 of this Agreement, Licensee (but no other
person or entity) shall have the right to sell the remaining
Licensed Products within the Licensed Territory for a period of two
(2) months immediately following expiration of the Licensor’s
Inventory Purchase Option (“Sell-off Period”) provided
that: (a) the provisions of this Agreement, including those
concerning the calculation and payment of License Fees, shall
remain in force and effect during the Sell-off Period; (b) Licensee
shall have no exclusive rights during the Sell-off Period; and (c)
within thirty (30) days from the expiration of the Sell-off Period,
Licensee shall furnish to Licensor a statement showing the
quantity, type, class, category, SKU number and condition of
Licensed Products and/or Advertising and Promotion materials then
on hand or held for Licensee’s inventory (“Final
Inventory”). Licensee’s right of sell-off shall itself
terminate automatically if Licensee breaches any term, condition,
obligation, representation or warranty herein during the Sell-off
Period. After the expiration of the Sell-off Period, Licensee shall
destroy all Licensed Products and and/or Advertising and Promotion
materials remaining in Licensee’s possession which are
identified in any manner by or with the Licensed Property, and
shall submit a statement certified by an authorized representative
of Licensee attesting to and detailing the destruction of such
Licensed Products and and/or Advertising and Promotion
materials.

 

10.10 Injunction
& Liquidated Damages. Licensee acknowledges that the
Licensed Property possesses a special, unique, and extraordinary
value, and that material breach of this Agreement (including, but
not limited to the unauthorized use of the Licensed Property, and
the dissemination of unapproved materials in violation of Section
16.12) would: (i) cause irreparable injury to Licensor; (ii) cause
Licensor to incur substantial economic damages (including the
potential loss of its rights in the Licensed Property); and (iii)
make the exact assessment of monetary damages that would be
sustained by Licensor from material breach difficult to accurately
determine, or difficult for Licensee fully compensate Licensor for
damages for any such material violation by Licensee., Accordingly,
the parties specifically agree that:

 

(a) Licensor shall be
entitled to temporary and permanent injunctive relief to enforce
any material breach of the provisions herein, and;

 

(b) In the event of
material breach of this Agreement by Licensee, Licensor shall be
entitled to assess, and Licensee shall be liable to Licensor for
liquidated damages in the amount of $500,000 for each material
breach of this Agreement. Such liquidated damages are intended to
represent the parties’ good faith estimated actual damages
and are not intended as a penalty, and Licensee shall pay them to
Licensor without limiting Licensor’s right to terminate this
agreement as provided elsewhere herein.

 



 

9







 





 

11. INDEMNIFICATION

 

11.1 By
Licensee. Excluding the liabilities described in Section
11.2 (a) – (c) below, Licensee shall defend, indemnify and
hold harmless Licensor and its affiliates, directors, officers,
shareholders, employees, representatives and agents from and
against any and all claims, judgments, liabilities, damages,
penalties, losses or expenses (including, without limitation,
amounts paid in settlement, attorney’s fees, court costs and
other legal expenses) of any kind whatsoever actually or allegedly
arising out of or resulting in any way from or in connection with
(a) the Licensed Property, Advertising and Promotion; (b) any act
or omission of Licensee, its affiliates, directors, officers,
shareholders, employees, representatives and/or agents of any of
the foregoing relating to such entities’ use or misuse of the
Licensed Property; (c) Licensee’s unauthorized or unlicensed
use of third party materials and/or third party intellectual
property rights in conjunction with the Licensed Property; and (d)
the breach of any of Licensee’s representations, warranties,
covenants and agreements set forth herein.

 

11.2 By
Licensor. Licensor shall defend, indemnify and hold harmless
Licensee and its affiliates, directors, officers, shareholders,
employees, representatives and agents from and against any and all
claims, judgments, liabilities, damages, penalties, losses or
expenses (including, without limitation, amounts paid in
settlement, attorney’s fees, court costs and other legal
expenses) arising out of or relating solely to a third-party claim
that (a) the use by Licensee of the Licensed Property in strict
accordance with the terms of this Agreement violates the rights of
such third party, including without limitation claims of Trademark
infringement; (b) liabilities resulting from or related to the
recipe on which the Licensed Property is based; or (c) the breach
by Licensor of any of the representations, warranties and
agreements set forth herein.

 

11.3 Claims
Procedures. As to any claims falling within the scope of the
foregoing indemnifications: (a) each party agrees promptly to
notify the other of and keep the other fully advised with respect
to such claims and the progress of any suits in which the other
party is not participating; (b) each party will have the right to
assume, at its sole expense, the defense of a claim or suit made or
filed against the other party; (c) each party will have the right
to participate, at its sole expense, in any suit instituted against
it and to approve any attorneys selected by the other party to
defend it, which approval will not be unreasonably withheld or
delayed; and (d) a party assuming the defense of a claim or suit
against the other party will not settle such claim or suit without
the prior written approval of the other party, which such approval
will not be unreasonably withheld or delayed.

 

12. REPRESENTATIONS AND
WARRANTIES

 

12.1 By
Licensor. Licensor represents and warrants to Licensee
that:

 

(a)  it has the
full right, power and authority to grant the rights herein granted
to Licensee, including the right to license the Licensed Property
in the Licensed Territory.

 

(b) the manufacture and
sale of the Licensed Property by Licensee does not violate,
infringe upon or misappropriate the patent rights and/or any other
intellectual property rights of any third party;

 

(c) except as expressly
set forth herein, Licensor makes no representations or warranties
as to the Licensed Property.

 

12.2 By
Licensee. Licensee represents and warrants to Licensor
that:

 

(a) it has obtained, or
will obtain prior to conducting any activities in the Licensed
Territory, all approvals, licenses and certifications necessary to
perform its activities hereunder, and will maintain same in good
standing during the entirety of the License Period;

 

(b) it has adequate
resources and personnel to sell, distribute and promote the
Licensed Property within the Licensed Territory, and all such
personnel have obtained and will maintain all occupational licenses
and certification necessary to perform such duties;

 

(c) it shall exercise
commercially reasonable efforts to manufacture sufficient
quantities of the Licensed Property to fill orders and to meet the
market demand in the Licensed Territory;

 



 

10







 





 

(d) it shall at all
times comply with all Applicable Law(s), , including but not
limited to: (i) Applicable Law regarding the manufacturing, ,
Packaging, promotion, distribution and sale of Licensed Property;
(ii) Applicable Law regarding the sourcing, importation, and
handling of all components and ingredients (including Cannabidiol,
“CBD”); and, (iii) all relevant laws, rules,
regulations, statutes, directives, treaties, orders and decrees
promulgated by the U.S. Drug Enforcement Administration (DEA), U.S.
Food and Drug Administration FDA), U.S. Department of Agriculture
(USDA), and their individual state equivalents, provided that a
de minimis violation of any
Applicable Law made during a good faith effort to comply shall not
be deemed a material breach of this Agreement for which Licensor is
entitled to terminate;

 

(e) it is not aware of
any violations of Applicable Law by Licensee which in any way
relates to the manufacturing of the Licensed Property;

 

(f) all Licensed
Property will be manufactured, stored, packaged, handled and
shipped in a sanitary manner and in accordance with the product
specifications and Applicable Law;

 

(g) it shall not use
the Licensed Property except as specifically permitted under this
Agreement;

 

(h) it will advertise
and promote the Licensed Property in accordance with the applicable
Brand Guidelines;

 

(i) it and its
principals will conduct its business and affairs in a professional
and workmanlike manner; and

 

12.3 it
is authorized to enter into this Agreement and to exploit the
rights herein granted hereunder and is under no disability,
restriction or prohibition from entering into or performing its
obligations under this Agreement. Standards of Manufacturing
Practices. License certifies that the manufacturing of the
Licensed Property will conform to the following standards
(“Standards of Manufacturing Practices”):

 

(a) Forced Labor. Licensee
certifies that it does not use any forced labor – prison,
indentured, bonded or otherwise.

 

(b) Child Labor. Licensee certifies
that no person shall be employed in any factory at an age younger
than 15 (or 14 where the law of the country of manufacture allows)
or younger than the age for completing compulsory education in the
country of manufacture where such age is higher than
15.

 

(c) Harassment or Abuse. Licensee
certifies that it has established policies requiring every employee
shall be treated with respect and dignity, and prohibiting any
physical, sexual, psychological or verbal harassment or abuse of
employees.

 

(d) Nondiscrimination. Licensee
certifies that it has established policies against discrimination
in employment, including hiring, salary, benefits, advancement,
discipline, termination or retirement, on the basis of race,
religion, gender, age, disability, sexual orientation, nationality,
political opinion, social or ethnic origin, or any other
characteristic that is protected by applicable law.

 

(e) Health and Safety. Licensee
certifies that workers will be provided a safe and healthy working
environment designed to prevent accidents and injury to health
arising out of, linked with, or occurring in the course of work or
as a result of the operation of contractors’
facilities.

 

(f) Freedom of Association and Collective
Bargaining. Licensee certifies that, as applicable,
employees’ rights to freedom of association and collective
bargaining will be recognized and respected.

 



 

11







 





 

(g) Wages and Benefits. Licensee
certifies that it complies with all applicable wage and hour laws
and regulations, and that employees will be paid at least the
minimum wage required by local law, or the prevailing industry
wage, whichever is greater.

 

(h) Hours of Work/Overtime.
Licensee certifies that it complies with applicable regulations
concerning work hours mandated by local laws and uses overtime only
when employees are compensated according to local law. Licensee
further certifies that it will not allow employees to exceed the
maximum number of overtime hours provided by local
laws.

 

(i) Benefits. Licensee certifies
that it complies with all applicable provisions for
legally-mandated benefits, including but not limited to heath care;
child care; sick leave; contributions for social security; life,
health, worker’s compensation and other insurance mandated by
local law.

 

(j) Environment. Licensee certifies
that it complies with all applicable local, regional, provincial,
and country environmental regulations.

 

13. Documentation and Inspection.
Licensee agrees to: (i) certify to Licensor in writing, as
requested by Licensor, that each of the above-listed standards is
being met; (ii) maintain on file such documentation as may be
needed to demonstrate compliance with the Standards of
Manufacturing Practices; (iii) make these documents available in
the English language to Licensor for inspection upon request; and
(iv) provide employees with the opportunity to report noncompliance
with the Standards of Manufacturing Practices, free from punishment
or prejudice for so doing. INSURANCE. Licensee shall obtain and
maintain in full force and effect during the License Period and for
a period of not less than two (2) years thereafter, at its sole
cost and expense, the following insurance: (a) comprehensive
general liability insurance (including, without limitation,
coverage for bodily injury, personal injury, property damage, and
casualty loss) in an amount not less than Five Million Dollars (USD
$5,000,000) per occurrence or per claim; (b) product liability
insurance providing full indemnification and defense against any
claims, liabilities, damages, demands and causes of action, actual
or alleged, arising out of any defects in or use or misuse of the
Licensed Property in an amount not less than Two Million Dollars
(USD $2,000,000) per occurrence or per claim; and (c)
workers’ compensation and employers’ liability
insurance, where applicable, in accordance with local law. Said
insurance coverage shall be primary and non-contributing with
respect to any other insurance or self-insurance which may be
maintained by Licensor, and shall name Licensor, and its officers,
directors, employees, representatives, attorneys and agents as
additional insureds. Licensee will provide evidence of such
insurance to Licensor, including certificates of insurance and a
copy of all current applicable insurance policies, before
commercial sale of the Licensed Property as provided hereunder.
Licensee or its insurance carrier shall provide Licensor with
certificates of insurance and a copy of all insurance policies upon
each policy renewal, rewriting or change. Licensee or its insurance
carrier shall further provide written notice to Licensor at least
thirty (30) days prior to any insurance policy cancellation, lapse
or termination for any reason whatsoever.

 

14. LIMITATION OF
LIABILITY. EXCEPT FOR LIABILITY FOR INDEMNIFICATION, LIABILITY FOR
BREACH OF CONFIDENTIALITY, OR LIABILITY FOR INFRINGEMENT OR
MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL
LICENSOR BE LIABLE TO LICENSEE FOR CONSEQUENTIAL, INDIRECT,
INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST
PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR
RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER
SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT THE LICENSEE WAS
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR
EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM
IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER
REMEDY OF ITS ESSENTIAL PURPOSE.

 

15. CONFIDENTIALITY

 

15.1 For
the purposes of this Agreement, the term “Confidential
Information” shall mean any and all proprietary information,
financial information, technical data, trade secrets and know-how,
including, without limitation, research, product plans, products,
services, Customers, customer lists, potential licensees,
suppliers, retailers, supplier/subcontractors, markets,
developments, inventions, processes, formulas, technology, designs,
drawings, manufacturing information, marketing, finances and other
business information, which is obtained, received, developed or
derived by any party hereto, either directly or indirectly, by any
means of communication or expression, whether or not marked
“proprietary” or “confidential,” prior to or during the
License Period. For the avoidance of doubt, Confidential
Information shall also include any and all recipes and formulations
of the Licensed Property as well as modifications, updates, and
changes therefrom. Confidential Information shall also include the
terms and conditions of this Agreement, to the extent not publicly
disclosed. As used in this Agreement, the term Confidential
Information shall not include information that the receiving party
is able to demonstrate by clear evidence: (a) was in the possession
of or known by the receiving party before its receipt from the
disclosing party, without an obligation to maintain its
confidentiality, as evidenced by existing documentation prior to
receipt from the disclosing party; (b) is or becomes generally
known to the public without violation of this Agreement; (c) is
obtained by the receiving party from a third party, without an
obligation to maintain its confidentiality; or (d) is independently
developed by the receiving party without use of the disclosing
party’s information.

 



 

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15.2 Each
party acknowledges that it may have access to the other
party’s Confidential Information, whose value may be impaired
by misuse or by disclosure to third parties. The receiving party
agrees that it will not disclose such Confidential Information to
third parties, or use such Confidential Information except to
perform its obligations under this Agreement. The receiving party
shall not disclose or permit access to Confidential Information
other than to its employees, officers, attorneys, and affiliates
(collectively, “Representatives”) who: (1) need to know
such Confidential Information for the purposes of performing its
obligations under this Agreement; (b) know of the existence and
terms of this Agreement; and (c) are bound by confidentiality
obligations no less protective of the Confidential Information than
the terms contained herein. The receiving party shall safeguard the
Confidential Information from unauthorized use, access, or
disclosure using at least the degree of care it uses to protect its
most sensitive information and no less than a reasonable degree of
care. The receiving party shall promptly notify the disclosing
party of any unauthorized use, access, or disclosure of the
Confidential Information and shall take its best effort and
cooperate with the disclosing party to prevent further use or
disclosure. The receiving party will be responsible for any breach
of this Agreement caused by its Representatives. Following the
expiration or termination of this Agreement, no party shall
disclose or use any of the other party’s Confidential
Information for any purpose, unless otherwise agreed in writing by
the disclosing party.

 

15.3 All
Confidential Information will remain the property of the disclosing
party and shall be either returned or destroyed upon the written
request of the disclosing party. The confidentiality of
Confidential Information and the obligation of confidentiality
hereunder shall survive any expiration or termination of this
Agreement until such time as the information in question ceases to
be confidential.

 

16. MISCELLANEOUS

 

16.1 No
Partnership.  Nothing contained in this
Agreement shall create or be deemed to create any agency,
fiduciary, partnership, franchise, or joint venture relation
between Licensor and Licensee. No party hereto shall have the power
to obligate or bind the other party in any manner
whatsoever.

 

16.2 Governing
Law and Forum. This Agreement, and any disputes, claims, or
controversies arising from it, shall be governed and construed
according to the state and local laws of the State of Washington,
without reference to its choice of law rules. The parties agree to
accept the exclusive jurisdiction and venue of the state and
federal courts located in King County, Washington for the
adjudication of any dispute arising in connection with or related
to this Agreement or the interpretation of this Agreement.
..

 

16.3 Survival.
The terms of Sections: 1.4; 1.6; 6.2; 7; 8; 9; 10.3 – 10.10;
11; 12.2; 13; 14; 15; and this Section 16; and any rights,
obligations, or required performance of the parties in this
Agreement, which, by its express term or nature and context is
intended to survive termination, cancellation, or expiration of
this Agreement, will survive any such termination, cancellation, or
expiration.

 

16.4 Severability.
If any provision of this
Agreement is held illegal or unenforceable in a judicial
proceeding, such provision shall be modified to the minimum extent
necessary to make it enforceable, unless that modification is not
permitted by law, in which case that provision will be disregarded,
but only to the extent necessary; provided that the rest of the
agreement will remain in effect as written.

 

16.5 Waiver.
Failure of either party to insist, in one or more instances, on
performance by the other in strict accordance with the terms and
conditions of this Agreement shall not be deemed a waiver or
relinquishment of any right granted in this Agreement or of the
future performance of any such term or condition or of any other
term or condition of this Agreement, unless such waiver is
contained in a writing signed by the party making the
waiver.

 

16.6 Assignment.
Except as provided herein, Licensee may not assign, delegate,
sublicense, or otherwise transfer any of its rights or obligations
hereunder, whether through a merger, acquisition, or otherwise,
except with the prior written consent of Licensor, which shall not
be unreasonably withheld. Licensor may assign its rights and
obligations under this Agreement to any person or entity upon prior
written notice to Licensee. Subject to the restraints on assignment
set forth above, this Agreement shall be binding upon and shall
inure to the benefit of all successors and assigns of the
parties.

 

16.7 No
Third-Party Beneficiaries. This Agreement is for the sole
benefit of the Parties hereto and their respective successors and
permitted assigns and nothing herein, express or implied, is
intended to or shall confer upon any other person any legal or
equitable right, benefit or remedy of any nature whatsoever, under
or by reason of this Agreement

 



 

13







 





 

16.8 Entire
Agreement. This Agreement, including the License Schedule,
constitutes the entire agreement between Licensor and Licensee
concerning the subject matter hereof and supersedes all prior and
contemporaneous agreements between the parties. The provisions of
this Agreement may only be amended by a subsequent instrument in
writing clearly purporting to effect such amendment and signed by
both Parties.

 

16.9 Notices.
All notices, requests, demands and other communications required or
permitted to be made hereunder shall be in writing and shall be
deemed duly given if hand delivered against a signed receipt
therefor, sent by registered or certified mail, return receipt
requested, first class postage prepaid, sent by nationally
recognized overnight delivery service, or sent by email, receipt of
which has been confirmed by the recipient, in each case addressed
to the party entitled to receive the same at the address specified
below:

 

(a) If to
Licensee:

 


NABC,
Inc..


737 E
1180 S


American Fork, UT
84003


Attn:
Legal Dept.


Email:
mike_drake@morinda.com;
Richard_rife@morinda.com


 

(b) If to
Licensor:

 


Docklight,
LLC


2701
Eastlake Ave E


Seattle,
Washington, United States 98102


Attn:
Legal Department


Email:
ip@docklightbrands.com


 

 


Either
party hereto may alter the address to which communications are to
be sent by giving notice of such change of address in conformity
with the provisions of this Section 16.9. Notice shall be deemed to
be effective, if personally delivered, when delivered; if mailed,
at midnight on the third business day after being sent by
registered or certified mail; if sent by nationally recognized
overnight delivery service, on the next business day following
delivery to such delivery service; or on the same day if sent by
email, receipt of which has been confirmed by the
recipient.

 

16.10 Section
Headings. The headings herein are for convenience of
reference only, do not constitute a part of this Agreement, and
shall not be deemed to limit or affect any of the provisions
hereof.

 

16.11 Dispute
Resolution. The parties covenant and agree to use their
diligent efforts to resolve any disputes that arise between them in
the future and are related to this Agreement through negotiation
and mutual agreement. Notwithstanding the foregoing, the parties
acknowledge and agree that each of them shall have the right to
seek immediate injunctive and other equitable relief through the
courts in the event of any material breach of this Agreement by the
other party that would cause the non-breaching party irreparable
injury for which there would be no adequate remedy at law. The
prevailing party in any action arising hereunder shall be entitled
to recover from the non-prevailing party its reasonable costs and
expenses, including attorneys’ fees and costs incurred in
connection with such action or proceeding.

 



 

14







 





 

16.12 Publicity.
Neither Licensee nor Licensor shall use the name of the other in
any publicity or advertising and shall not issue a press release or
otherwise publicize or disclose any information related to this
Agreement or the terms or conditions hereof, without the prior
written consent of the other Party. For purposes of clarity, no
material related to Licensor or its relationship with Licensee,
this Agreement, or the Licensed Property (including but not limited
to, advertising, promotional, or informative materials related to
this Agreement, the existence of this Agreement, other transactions
contemplated hereby, other transactions between the parties hereto,
the relationship between and among the parties hereto, and/or any
matter related to a Licensor affiliate) shall be distributed,
published, disseminated or otherwise publicly released by or at the
direction of Licensee without Licensor’s prior written
approval, in Licensor’s sole and exclusive
discretion.

 

16.13 Counterparts.
This Agreement may be executed in counterparts, each of which will
be deemed an original, but all of which together shall be deemed to
be one and the same agreement. A signed copy of this Agreement
delivered by facsimile, electronic mail, or other means of
electronic transmission will be deemed to have the same legal
effect as delivery of an original signed copy of this
Agreement.

 

16.14 Construction.
Each party has carefully reviewed this Agreement, understands its
terms, sought legal advice with respect to this Agreement, and has
relied wholly on its own judgment and knowledge and has not been
influenced to any extent whatsoever in making this Agreement by any
representations or statements made by any other party or anyone
acting on behalf of any other party. Any rules of construction
construing an agreement against the drafting party shall not apply
to the construction of this Agreement. The License Schedule
referred to herein shall be construed with, and as an integral part
of, this Agreement to the same extent as if it were set forth
verbatim herein.

 

16.15 Complete
Understanding. This Agreement contains the full and complete
understanding of the parties and replaces any prior understanding
or arrangement between the Parties, whether oral or
written.

 


 

 



<signature page to follow>

 


 




	
 

	
	
 


	
 

	
 

	
 







 

15








 






 

 


 

 


The
Parties have caused this Agreement to be executed as of the
Effective Date.

 


 

 


 

 



LICENSEE

 


NABC,
INC.

 


 

 


By:
__/s/ Gregory A.
Gould_______________________

 


Name:
_Gregory A.
Gould______________________

 


Title:
__CFO______________________

 


 

 


 

 



LICENSOR

 


DOCKLIGHT,
LLC:

 


 

 


By:
__/s/Damian
Marano________________________

 


Name:
_Damian
Marano______________________

 


Title:
__President & General
Manager_________

 


 

 



 

16







 












 


 

 



LICENSING SCHEDULE

 


 

 



LICENSED PROPERTY. The name, image, likeness, caricature,
signature and biography of Bob Marley, the trademarks MARLEY and
BOB MARLEY for use only in connection with Licensee’s marks:
(i) Marley’s Mellow Mood, USPTO Reg. No. 4659797, and (ii)
Marley’s Mellow Mood, USPTO Reg. No. 4457615, (collectively,
“Marley Mood Marks”); and only for the design,
sourcing, manufacture, distribution, sale, marketing and promotion
of Licensed Products bearing the Marley Mood Marks.


 



LICENSED PRODUCTS. Licensee shall have the right and license
to the Licensed Property only in connection with the manufacturing,
marketing, distribution, sale, advertising and promotion of the
following shelf stable, ready to drink, non-alcoholic, consumer
beverages infused with Cannabidiol (CBD) derived from hemp-based or
synthetic (but not marijuana) sources:


 




●

Marley Mellow Mood
Bartlett Pear Zero Calorie Relaxation Tea;








●

Marley Mellow Mood
Herbal Honey Relaxation Tea;








●

Marley Mellow Mood
Lemon Raspberry Relaxation Tea;








●

Marley Mellow Mood
Peach Raspberry Relaxation Tea.






 


 


For
clarity the definition of Licensed Products does not
include:




●

Any consumer
beverages with any amounts of marijuana, whatsoever.








●

Any consumer
beverage with more than .03% (by volume) of any other cannabinoid
(including synthetic cannabinoids), including but not limited to:
THC, THCA, & CBG.








●

Drinks that do not
contain CBD as an active or advertised ingredient.






 



LICENSED TERRITORY. United States. All legal channels, with
the exception of state regulated, and licensed marijuana retail
establishments, e.g. ‘dispensaries.’ For clarity,
‘legal channels’ shall mean that distribution into a
particular channel shall comply with Applicable Law, including all
local, state, and Federal law(s).


 



LICENSE FEES. As consideration, Licensee shall pay to
Licensor a fee equal to fifty percent (50%) of all gross margin
(“Gross Margin”) sales of Approved License
Products.


 




●

For purposes of
this Agreement, Gross Margin is calculated as: Net Sales Revenue,
minus the actual cost of goods sold (“COGS”). COGS
shall not include
accounting for Licensee’s Marketing and
transportation/distribution costs for Licensed
Products.






 




●

For purposes of
this Agreement, Net Sales Revenue shall be calculated as all gross
wholesale revenue received from sales of Licensed Products, less
normal deductions such as returns, discounts, allowances and
uncollectible amounts (“Deductions”), so long as
Deductions do not exceed 5% of gross wholesale
revenue.






 



JOINT MARKETING COSTS. Notwithstanding the definition of
License Fees herein, the parties agree to evenly split ten percent
(10%) (five percent (5%) per party) of the annual direct marketing
costs for marketing all Approved Licensing Products.


 



TRANSPORTATION COSTS. Notwithstanding the definition of
License Fees, herein, the parties agree to evenly split five
percent (5%) (two and a half percent (2.5%) per party) of the
annual direct transportation costs for all Approved Licensing
Products.


 


 

 




	
 

	
	
 


	
 

	
 

	
 







 

17