BEVERAGE DISTRIBUTORSHIP
AGREEMENT


 


by and between


 


ROCKY MOUNTAIN
HIGH BRANDS, INC.


 


("COMPANY")


 


AND


North Texas Mountain Valley
Water Corporation


("DISTRIBUTOR") 


 




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TABLE OF CONTENTS


I.             RIGHT
TO SELL WITHIN THE TERRITORY1


1.1             
Grant of Right to Distributor1


1.2            
Acceptance of Right to
Distribute1


1.3             
Sales Within the Territory and the Parties' Reserved
Rights1


1.4              
Restriction on Distributor's Sales Outside of the
Territory2


1.5              
Exclusivity of Products2


1.6             
Volume Objective2


II.           
TRADEMARKS2


2.1             
Ownership of Trademarks and Use Thereof by
Distributor2


2.2             
Defense of Licensed Rights and Trademarks2


2.3             
Cessation of Use of Trademarks3


2.4             
Compliance with Laws3


Ill.ADVERTISING3


3.1             
Substance of Advertising3


3.2             
Advertising Requirements/Restrictions3


3.3             
Approval3


3.4             
Sales and Service Telephone Numbers3


3.5             
Websites3


IV.         
DISTRIBUTION OF THE PRODUCTS4


4.1        
Solicitation of Accounts4


4.2        
Servicing4


V.          
QUALITY CONTROL4


5.1             
Cleanliness Standards4


5.2             
Rotation4


5.3             
Quality of the Products4


VI.         
PRICING AND DELIVERY OF THE PRODUCTS4


6.1        
Supply of Products; Pricing4


6.2        
Ordering Procedures4


6.3        
Delivery5


6.4        
Inspection of Products5


6.5        
Price Levels5


6.6        
Force Majeure5


6.7        
Reporting5


 


VII.        
TAXES AND EXPENSES6


7.1Expenses,
Charges, Fees and Taxes6






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VIII.       
INSURANCE, WARRANTIES AND INDEMNIFICATION6


8.1        
Duty to Defend, Indemnify and Hold
Harmless6


8.2        
Insurance Coverage6


8.3        
Limitations of Distributor's Remedies7


IX.         
DEFAULT7


9.1        
Events of Default7


9.2        
Remedies8


9.3        
Remedies Cumulative8


9.4        
Attorneys' Fees8


X.          
TERM8


10.1        
Term8


10.2        
Termination9


XI.         
ASSIGNMENT9


11.1Assignment.9


XII.        
MISCELLANEOUS9


12.1
Invoices - Interest on Late
Payments9


12.2Notice9


12.3 No Partnership, Joint Venture,
Employer/Employee Relationship9


12.4 Authority to
Enter Into
Agreement10


12.5 Waivers10


12.6 Governing Law
and Jurisdiction10


12.7 Confidentiality10


12.8 Entire
Agreement.10


12.9 Severability11


12.10 Benefited
Parties11


12.11Assignment to RMHB Sub11


SIGNATURES11


LIST OF SCHEDULES


SCHEDULE A TERRITORY


SCHEDULE B PRODUCTS, PRICE AND PAYMENT
TERM


 






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DISTRIBUTORSHIP AGREEMENT


 


THIS
DISTRIBUTORSHIP AGREEMENT
(hereinafter referred to
as the "Agreement")
is made and
entered into by and between ROCKY MOUNTAIN HIGH BRANDS,
INC, a
Nevada corporation, located
at 9101 LBJ Freeway, Suite 200, Dallas, TX 75243 (the "Company"),
and NORTH TEXAS MOUNTAIN VALLEY WATER CORPORATION a Texas corporation located at 2109
Luna Road, Suite 100, Carrollton, TX 75006 (the
"Distributor'').


 


W IT N E S S E T H:


 


WHEREAS,
the Company is in the business of producing, canning, bottling, marketing and selling beverages products (namely spring water);


 


WHEREAS,
the Company holds certain property rights, including,
but not limited to, rights to trade names, trademarks, service marks, logos,
formulas, patents and copyrights (hereafter referred to collectively as the "Trademarks"); and


 


WHEREAS,
the Company and Distributor desire to enter into a distributorship agreement for the marketing, selling and distributing of certain
Company products packaged in various containers under the Trademarks within the Territory hereinafter described; and


 


NOW
THEREFORE, for and in consideration of the mutual agreements, covenants and obligations
contained herein, and the performance thereof, the parties, intending to be legally
bound, agree as follows:


 


I.


RIGHT TO SELL WITHIN THE TERRITORY


 


1.1         
Grant of Right to Distributor. The Company grants to Distributor the right,
subject to Section 1.3 hereof, in the Territory described in
and attached hereto as Schedule "A" (the "Territory"), to
sell those products
in the
containers listed
and described in
Schedule "B" hereto
(the "Products"). Distributor may sell accounts within the Territory
to the extent permitted in Section 1.4
hereof.


 


1.2        
Acceptance of Right to Distribute. Distributor hereby accepts the right to sell the Products within the Territory
and agrees to exercise such rights in accordance with the terms of this Agreement.
Distributor further agrees that it will use its best efforts to solicit, promote, increase
or cause to be increased the sales of the Products in the Territory. Distributor shall maintain sufficient personnel, delivery
and distribution facilities, and equipment and vehicles to ensure that it has the capacity and capability to deliver the Products
in sufficient quantities to fully satisfy the demand for the Products in
the Territory.


 


1.3        
States within the Territory
and the Parties' Reserved Rights. The Company reserves
the right to
sell the Products,
or to grant
the right to
other Distributors to
sell the Products, inside
or outside of the Territory. The Company may sell within the
Territory via the Internet and
the Company may sell within the
Territory, any item not listed on
Schedule "B"


 






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1.4        
Restriction on Distributor's Sales Outside of the Territory. Nothing herein shall be deemed to grant
Distributor the right, or otherwise permit Distributor, to sell the Products outside of the
Territory. Distributor shall
not sell any
Products outside the
Territory, nor shall
Distributor sell any Products in
the Territory to a wholesaler, retailer or otherwise which are ultimately shipped outside the
Territory. Distributor may
sell to wholesalers
within the Territory, but only if
such wholesaler resells the Products for
Direct Delivery within the Territory. Distributor
may sell Products outside the Territory upon
the reasonable written request
to the Company, and upon such
commercially reasonable terms as the parties may
agree.


 


1.5        
Exclusivity of Products. Distributor agrees that in
order for this Agreement to become and remain effective, Distributor will not market, promote, sell or otherwise distribute
in any manner whatsoever, any hemp infused beverages
or other products related thereto, other than those of the Company. A breach of this
section by Distributor may result in immediate
termination of this Agreement at Company's option.


 


1.6         
Volume Objective. Distributor must purchase Product quantities as set forth in Schedule
B.


 


II.


TRADE MARKS


2.1
Ownership of Trademarks and Use Thereof by Distributor. Distributor acknowledges the Company's exclusive right,
title and interest in and to the Trademarks. Distributor is only authorized to use
point of sale (POS) items, banners, artwork, wearables and any other materials of any
nature whatsoever containing, displaying or utilizing any of the Company's Trademarks, images
or graphic artwork which are delivered by the Company to Distributor, at Distributor's cost.
Distributor shall not
create, develop, market
or sell any
of these items
on their own
without written permission from the Company.


 


2.2                       
Defense of Licensed Rights and Trademarks. Distributor agrees to timely notify
the Company of any
claim or action,
or threatened claim
or action, for
infringement or alleged
infringement of any Trademarks, patents or trade secrets made against it or
the Company due to its exercise of any rights granted under this Agreement or activities of the Company undertaken in
support of Distributor in the Territory. Distributor agrees to cooperate fully
with the Company in any Trademark or patent infringement action by or against the Company.


 


2.3        
Cessation of Use of Trademarks. Upon termination of this Agreement, Distributor shall immediately cease
all use whatsoever of the Trademarks and shall not thereafter use the Trademarks or adopt any other designation similar to or which
is likely to be confused with the Trademarks.


 


2.4        
Compliance with Laws. Distributor shall comply with all applicable laws, regulations and ordinances
pertaining to trademarks,
at all times
when using the
Trademarks.


 


III.


ADVERTISING


 


3.1        
Substance of Advertising. In its advertising, Distributor
shall represent that it has the Products available for sale along with the other items and
services that it offers, provided that it does not represent that it is the agent or
representative of the Company. Distributor may display the Trademarks on its trucks
or other equipment, the clothing worn by its employees, agents or representatives, and on any of its other property, but only
consistent with 2.1 above. Any requests for variations
of colors and
graphics used by
Distributor depicting the
Trademarks or other
intellectual property of the Company must be consistent with the styles and formats specified by the Company and must be
approved by the Company in writing prior to use by Distributor.


 



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3.2       
Advertising Requirements I Restrictions. Distributor must have written Company approval all of its
advertising, sales, marketing and promotional material in which any of the Products are mentioned. Distributors utilizing
any of the Company Trademarks, must use the appropriate trademark notices, copyright notices and trademark designations. Distributor
shall maintain a prominent "Website" advertisement and listing of the Products
offered by it. The content of this website shall be subject to review and approval by the
Company.


 


3.3        
Approval. Distributor agrees that all advertising and sales and promotional materials (hereinafter
collectively referred to
as "Advertising") in
which any of
the Products are
mentioned and/or any of the Trademarks are used shall be subject to the prior
written approval of the Company, said approval not to be unreasonably withheld.


 


3.4          
Sales and Service Telephone Numbers. Distributor shall use and publicize
to its customers the Distributor owned telephone number anywhere Distributor's customer sales and service telephone numbers
are listed.


 


3.5        
Websites. Distributor shall utilize the Company's proprietary Internet site,
and may link to "WWW.LIVEROCKYMOUNTAINHIGH.COM" as a source for new customers and related
matters.


 


IV.


DISTRIBUTION OF THE PRODUCTS


 


4.1        
Solicitation of Accounts. Distributor will proactively solicit accounts and promote the Products throughout
the Territory for sales of the Products and will maintain regular routes to service
same.


 


4.2         
Servicing. Distributor shall service all of its accounts with such frequency as is reasonably necessary
to keep them fully supplied with, and satisfy fully the demand for, the Products in
the Territory and shall maintain an adequate supply of the Products to promptly meet and satisfy fully the demands for the Products
within the Territory, including, but not
limited to, peak seasonal demands.


 


V.


QUALITY CONTROL


 


5.1        
Cleanliness Standards. Distributor shall comply with all ordinances, laws and regulations pertaining
to the sale, storage, transportation and distribution of the Products and the operation of its facilities. Distributor shall at
all times maintain all of its facilities and equipment used in
the sale, storage,
transportation and distribution
of the Products
in a
clean, wholesome and
sanitary condition. Company personnel may inspect storage and other facilities of Distributor (owned or leased)
at any time during normal working hours upon reasonable notice.


 



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5.2        
Rotation. Distributor recognizes the shelf life of the
Products, and acknowledges that rotation ensures maximum quality. Distributor agrees to take all reasonable steps necessary to
see that all such Products sold by it are properly rotated in
conformity with the date stamped on the labels of the containers. Distributor
agrees that it will not store the Products outside, unprotected from temperature fluctuations and the
elements.


 


5.3        
Quality of the Products. The Company agrees that it will
use its commercially reasonable, good faith
efforts to maintain
the high quality
of all of
Products delivered to
Distributor.


 


VI.


PRICING AND DELIVERY OF THE PRODUCTS


 


6.1         
Supply of Products; Pricing. The Company will supply Distributor with the Products at the prices and
on the payment terms listed on Schedule "B" or as otherwise may be mutually agreed between the Company
and Distributor in writing. The Company requires a net payment in 15 days, with a
discount for cash payments made in full in advance of shipment The Company may increase
such prices upon sixty (60) days written notice to Distributor. The Company will use its commercially reasonable, good faith
efforts to supply the Products in the quantities requested by Distributor and as promptly
as commercially and reasonably practicable after an order is received from Distributor.


 


6.2        
Ordering Procedures. Distributor shall submit to the Company firm purchase orders in
accordance with Schedule "B" in advance of the delivery
dates specified. A purchase order may be submitted
and accepted in
writing, by fax or
by e-mail. All
purchase orders shall
specify the quantity and type
of Product, the requested delivery date, the delivery point(s), and any other special instructions with regard to shipping, packaging
or delivery. All purchase orders received by the Company shall constitute Distributor's binding
commitment to purchase the quantity and type of Product set forth therein at the purchase price then in
effect on the date the Company receives the purchase order.


 


6.3         
Delivery. Distributor shall pick up Products at the Company's warehouse. Title to the Products and
risk of loss shall pass to Distributor upon pick-up at the Company's warehouse by
Distributor, independent carrier or another third party.


 


6.4         
Inspection of Products. Distributor will only be required to pay for the Products which are provided
to Distributor free of defects at the time of pick up at Company's warehouse. Auditors
of Distributor shall promptly and immediately inspect all containers for damage and
shall not accept any containers that do not pass that inspection. The Company will
either not charge Distributor for, or shall provide a credit to Distributor for, any damaged containers Distributor receives from
the Company and which Distributor discovers to be damaged during its prompt inspection
of such containers upon their
receipt by Distributor.
The Company shall
not be responsible
for, and Distributor shall indemnify,
defend and hold the Company wholly harmless from, any damages, loss, claim, liability
or expense of any
customer of Distributor caused,
in whole or in
part, by a
damaged container. The Products will be deemed received free of defects unless
(i) any patent defects in the Products are noted on the delivery receipt at the time of delivery to Distributor and immediate
written notice thereof is provided to the Company, or (ii)
the Company is notified in writing
or in any manner acceptable to the Company within thirty (30) days after delivery of any of the Products containing latent
defects. The Company will not be responsible for damages occurring during shipment to the Distributor at Distributor's warehouse
or during delivery by Distributor, at its customers' premises, during return from the
Customer to Distributor, or during the return from Distributor to the Company.





 



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6.5         
Price Levels. The Company may from time to time suggest to Distributor the prices
at which Products might be sold by Distributor to its customers. Such suggested retails are advisory only and non-binding
on Distributor, and both the Company and Distributor acknowledge and agree that Distributor has sole, complete and absolute discretion
to establish and maintain the prices at which it sells the Products to its customers.
Distributor acknowledges its obligations to maximize its sales and selling efforts
in the Territory as provided in Section 1.2 of this Agreement and further acknowledges
that by setting its prices so as to be no longer competitive in the Territory, Distributor may
thereby breach the
terms of this
Agreement.


 


6.6         
Force Majeure. The failure by either Party to perform its obligations
hereunder shall be completely excused, without liability to either Party, to the extent that such failure to perform results directly
or indirectly from "acts of God" (including flood, fire or natural casualties);
strikes, slowdowns or other labor disputes or shortages; civil unrest or sabotage; shortages of materials, transportation or
supplies; direct
or indirect
acts, orders or
regulations of any
governmental body; or
any other causes beyond the reasonable
control of the Party.


 


6.7         
Reporting. At reasonable
intervals (an
in any
event, not less
frequently than quarterly), Distributor
will provide to
the Company information regarding Products
sold, promotional activities
or other information reasonably
requested by the Company.


 


VII.


TAXES AND EXPENSES


 


7.1
Expenses. Charges, Fees and Taxes. Distributor will pay and discharge at its own expense
any and all
expenses, charges, fees
and taxes arising
out of or incidental
to the carrying
on of its business, including, without
limiting the generality of the foregoing, all worker's compensation, unemployment insurance
and social security taxes, sales, use, income,
business and franchise taxes levied
or assessed with respect to its business and/or employees, and Distributor will indemnify, defend and save
harmless the Company against any
and all claims for such expenses,
charges, fees and taxes.


 


VIII.


INSURANCE, WARRANTIES AND
INDEMNIFICATION


 


8.1        
Duty to Defend, Indemnify and Hold Harmless. Distributor agrees to indemnify, defend
and hold
harmless the Company,
its officers,
employees, agents and
representatives from and against
any and all claims, causes of action, damages, claims for damages, liability, loss,
cost or expense, including reasonable attorneys' fees and expenses of litigation,
arising out of or in any way related to performance of this Agreement by Distributor,
except claims arising from the sole gross negligence
of the Company.


 


Without
limiting the foregoing, Distributor agrees to indemnify,
defend and hold harmless the Company, its officers, agents, employees and representatives
from any and all such claims, including but not limited to claims
for property damage, bodily injury, loss of consortium, emotional distress or
death, whether sustained or alleged to have been sustained by Distributor's employees, the Company's employees or any other person
or entity, and including but not limited to
claims, injuries or damages caused or alleged to be caused in
whole or in part by the negligence, gross negligence or willful act or omission
of Distributor or anyone for whose acts Distributor may be liable or legally responsible.
Distributor also agrees to indemnify, defend and hold harmless the Company, its officers,
employees, agents and representatives from any and all such claims, whether or not
they arise from or are alleged to be caused in part by the negligence or gross negligence of the Company, its agents, officers,
employees, or representatives. However, Distributor shall not be obligated to indemnify
the Company against any claim arising from the sole gross negligence of the Company.


 



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The
foregoing indemnity, defense and hold harmless
obligations shall apply to all such claims,
losses or liabilities, whether such claims arise from Products acquired by Distributor
from the Company prior to
the execution of
this Agreement or
subsequent thereto.


 


8.2                        
Insurance Coverage. Distributor
further agrees to
procure and maintain,
at its sole
cost and expense from an insurance carrier reasonably acceptable to the Company, Comprehensive General Liability Insurance
and Automobile Liability Insurance, all
in conformance with the requirements of this Agreement.


 


The
Company, shall be named as an additional insured on each of the above-listed policies. Distributor
shall provide the Company certificates of insurance evidencing the existence and maintenance
of each of these policies and the fact that the Company is afforded insurance coverage
as an additional insured under each of the policies specified above.


 


Distributor's
failure to provide said certificates of insurance, and the Company's failure to
insist that such
certificates be furnished
to it, shall
not relieve Distributor
of its obligation to
procure insurance as required herein.


 


The
insurance required by
this Section shall
specifically include
and provide
contractual liability insurance covering Distributor's obligations under the
indemnity provisions of this Agreement as set forth in
Section 8.1 above. Said insurance shall
provide primary coverage to the Company, and any other insurance which may be available to the Company for any claim, loss or liability
encompassed by this Agreement shall be excess over the insurance required by
this Section.


 


Distributor's
Comprehensive General Liability and Automobile Liability Insurance shall be written with combined single limits
of liability not less than
$1,000,000.00.


 


All
insurance policies shall
contain a provision
that the coverages afforded
thereunder shall not be canceled
or not renewed, nor restrictive modifications added, until at least thirty (30) days
after prior written notice has been given the Company.


 


In
the event Distributor fails to obtain or maintain any insurance coverage required under this Agreement,
the Company may
at its option
purchase such coverage
and charge the
expense thereof to Distributor or terminate this
Agreement.


 


8.3         
Limitations of Distributor's Remedies. Distributor's sole and exclusive remedy against
the Company for defective Products
or deficient services,
as the case
may be, shall be,
at the option of
the Company, the
replacement thereof or a
credit to Distributor's account for the cost thereof. Distributor's remedy for
any breach by the Company of this Agreement or arising under or in connection with this Agreement or for any action taken or not
taken by the Company in connection herewith or conduct relating thereto, under contract,
tort or any other legal theory, shall not include, under any circumstance, any special, indirect,
exemplary, punitive, incidental or consequential damages nor lost profits, lost revenues or lost opportunity costs.





 



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IX.


DEFAULT


 


a)           
Events of Default. Distributor shall be deemed to be in default of the terms of this Agreement if any
one of the following events ("Events of Default”) occur: Distributor attempts to dispose, assign or sub-license the
rights, privileges and obligations created by
this Agreement;


(b)         
Distributor violates any
of the terms
and conditions of
this Agreement;


(c)          
Majority ownership of Distributor
changes;


(d)         
Distributor shall file
a voluntary petition
in bankruptcy
or take the
benefit of any insolvency
act or be
dissolved or adjudicated bankrupt
or if
a receiver shall be appointed
for Distributor's business or its
assets and the appointment of such receiver
is not vacated within thirty (30) days after such appointment, or if Distributor shall make an assignment for the benefit of its
creditors, or if the interest of Distributor passes
by operation of law to any person
or entity other than Distributor;


(e)         
Distributor becomes insolvent, regardless of how said insolvency may be evidenced;


(f)          
Distributor fails to
pay the Company
for the Products
as defined in Schedule “B”;


(g)         
Distributor fails to purchase Products within 30 business days of the signing
of this Agreement. Company may immediately Terminate this Agreement with no cure period needed;
or


 


(h)         
Distributor fails to
achieve Volume Objectives.


 


9.2        
Remedies. Upon the
occurrence of an
Event of Default,
the Company may
give written notice to Distributor
demanding that the condition of default be cured within ten (10) calendar days and, if not
so cured, the Company, in addition to any other rights or remedies it
may have, may do any one or more of the following:


 


(a) 
Commence a collection action to recover all sums of money due, reserving the right to recover
for such other
sums of money
which may become
due under this
Agreement or otherwise;


(b)  
Commence an action
to specifically enforce its
rights under this
Agreement; or


(c)  
Immediately terminate this Agreement.


 


9.3         
Remedies Cumulative. All
rights and remedies
granted under this
Agreement shall be cumulative, and
resort by the Company to any one remedy provided for hereunder shall not exclude or prevent
the Company from
pursuing any other rights
and remedies provided under this Agreement or by law.


 


9.4         
Attorneys' Fees. If the Company or Distributor brings an action to enforce or assert any
right granted pursuant
to this Agreement
and is successful
in such
action, the unsuccessful
party shall pay all reasonable costs and expenses, including reasonable attorneys' fees, incurred by the successful party
in exercising its rights and remedies hereunder.


 






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X.


TERM


 


10.1      
Term.
This Agreement shall commence on the date of its execution and shall continue
in full force and effect for a period of one (1) year thereafter, (the "Primary Term"), unless sooner canceled or terminated
as provided in this Agreement. At the end of the Primary Term, and at the end of each
year thereafter (each such year being a "Renewal Term"), this Agreement shall be automatically
renewed for a
successive one-year
period provided the
Distributor has complied
with all terms and conditions of this Agreement. Notwithstanding anything contained
herein to the contrary, either party may terminate this Agreement at any time by written
notice to the other party provided a minimum of thirty (30) days' notice, or earlier if
specifically stated herein.


 


10.2      
Termination. In the event that this Agreement is terminated as provided for herein or is not renewed
in accordance with Section 10.1, neither the Company nor Distributor shall have any claim
or right against
the other as
a result thereof,
and neither shall
have any further
responsibility for the performance
of any term, provision,
or condition of the Agreement except as contained in
the last sentence of Section 1.2, and Sections 2.1, 2.3, 2.4, 2.5, 7.1, 8.1, 8.2, 8.3,
9.2, 9.3, 9.4, 10.2, 12.1, 12.2, 12.5, 12.6, 12.7, 12.8, 12.9
and 12.10, or except as resulting from action or inaction during the term of
this Agreement or relating to the payment of outstanding monies owned to the Company or Distributor, as the case may be.


 


XI.


ASSIGNMENT


 


11.1
Assignment. This Agreement is personal as to the Company and Distributor. The rights, duties and obligations
pursuant to this Agreement cannot be transferred, assigned, pledged, made subject to a security interest, or otherwise disposed
of by either the Company or Distributor in whole or in part.


 


XII.


MISCELLANEOUS


 


12.1     
Purchase Orders IInvoices. Company requires a net payment in 15 days, and offers a discount
for cash payments made in full in advance
of shipment.


 


12.2     
Notice. All
notices, consents, waivers,
and other communications
under this Agreement must
be in
writing and will
be deemed to have been duly given
(a) when delivered by hand (with written confirmation of
receipt), (b) three (3) days after being deposited in
the mails, if sent by certified
mail, with return receipt requested, (c)
upon confirmed receipt, if sent by facsimile
transmission during normal business hours of the receiving party on a business
day, (d) one (1) day after sending, if
sent by a nationally recognized overnight delivery service (receipt
requested) specifying next day delivery, or (e) same day if
sent via e-mail, in each case to
the appropriate addresses or telecopy numbers
set forth on the signature page hereto (or to
such other addresses or telecopy number
as a party may designate by notice to
the other parties).


 


12.3     
No Partnership, Joint Venture, Franchise, Employer/Employee Relationship. It is understood and
agreed that Distributor is an independent contractor, and this Agreement and the relationship created hereby shall not be considered
to be a partnership, joint venture, franchise, or an employer/employee relationship,
and neither the Company nor Distributor shall have the right or authority to represent the other in any capacity or to transact
any business or incur any obligations, contractual or otherwise for, in
the name of, or on behalf of the other, unless otherwise authorized to do so
in writing. The relationship between the Company and Distributor shall be that of supplier and
purchaser.


 






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12.4     
Authority to Enter into Agreement. The Company and Distributor affirm that they are validly
constituted corporate entities with full right, power and authority to enter into this
Agreement and to perform their respective obligations hereunder.


 


12.5      
Waivers. No failure or delay on the part of the Company or Distributor to exercise any right,
power or remedy
shall operate as
a waiver thereof,
nor shall any
single or
partial exercise of
any such right, power or remedy
preclude any other or
further exercise thereof
or the exercise of
any other right, power or remedy
under this Agreement. No amendment, modification
or waiver of any provision of this
Agreement shall be effective unless the same shall be in writing signed by the Company
and Distributor.


 


12.6      
Governing Law and Jurisdiction. This Agreement shall be governed and interpreted in
accordance with the laws of the State of Texas. Distributor hereby consents
to service of process in, and
to the sole
and exclusive jurisdiction
of the state
or federal courts
of Dallas County, Texas
with respect to any disputes of any nature whatsoever which may arise between the Company and Distributor
relating to the rights
and obligations under
this Agreement.


 


12.7      
Confidentiality. During the Primary Term and any Renewal Term and for the three (3) year period
following the termination hereof for any reason, the parties hereto shall keep the terms and conditions of this Agreement,
the transactions contemplated hereby, and either party's records, books, data and other confidential information concerning the
Products, either party's accounts, employees, client development (including customer
and prospect lists), sales activities and procedures, promotional and marketing techniques, pricing, marketing or business plans
and strategies, financing, development and expansion plans and credit and financial
data concerning customers and suppliers and all other business information involving either
party (all collectively, the "Confidential Information") strictly confidential,
and neither the Company nor Distributor will make, or cause or permit to be made,
any disclosure of any such Confidential Information to any person (it being understood,
however, that in any event such Confidential Information may be disclosed on a confidential
basis to the
parties' respective employees
and professional advisers
who have a
need to know such information).


 


12.8    
Entire Agreement. This Agreement, which incorporates herein by reference Schedules "A"
and "B", constitutes the entire, complete and exclusive statement of the terms of the agreement
between the parties
with respect to
the subject matter
hereof and supersedes and
cancels any prior agreements, understandings, covenants, promises, assurances, course of dealing or performance, representations,
warranties, or communications, whether oral or written, between the parties hereto. No covenant, term, provision, representation
or agreement not expressly contained herein shall be implied as a matter of law, interpretation,
coarse of performance or conduct of the parties. Neither
this Agreement nor any provision
hereof may be amended, waived or
modified except by written instrument
signed after the date hereof by all parties hereto and expressly stating therein that such instrument
is intended as an amendment, modification or waiver hereof.


 


12.9
Severability. If any terms or provisions of this Agreement are deemed to be invalid
or unenforceable, such determination
shall not affect
the validity or
enforceability of the
remaining terms and provisions hereof.


 


12.10 Benefited
Parties. This Agreement shall be binding upon and inure to the benefit of any
permitted purchasers, successors
or assigns of
the Company and
Distributor.


 






    	 	12	 



    	 



    

 


12.11 Assignment
to RMHB Sub. Each Party hereby agrees that RMHB may, at any time following the Effective Date, assign all of its rights
and obligations under this Agreement to a wholly-owned subsidiary of RMHB


 


 


IN WITNESS WHEREOF, this Agreement
has been executed on this 2nd day of August 2016.


 


 


THE
COMPANYDISTRIBUTOR


 


ROCKY MOUNTAIN HIGH BRANDS, INC.
NORTH TX MOUNTAIN VALLEY WATER CORP


 


 





By: /s/ Michael Welch


 


Print Name: Michael Welch


Its: President
I CEO


 


By:
/s/ Brian Rose


Print Name: Brian
Rose


Its: Owner


 








Addresses:


 


ROCKY MOUNTAIN HIGH
BRANDS, INC


NORTH TX MOUNTAIN VALLEY WATER
CORP


9101
LBJ Freeway I
Suite 2002109 Luna
Road I Suite
100


Dallas,
TX  75243Carrollton, TX 75006


Attn:
Michael WelchAttn: Brian
Rose


Title:
President I CEOTitle:Owner


Phone: 
214.616.4994Phone:  972.488.8100


E-mail:michael@rockymountainhighbrands.com
 E-mail: rosebk@waterevent.com


 




    	 	13	 



    	 



    

 





SCHEDULE
A


TERRITORY
GRANTED


The
Territory set forth
for this Agreement
encompasses the Distributor's
Home and Office Delivery
Territories in the
Dallas, Houston, San
Antonio, and Austin
areas of Texas.


 




    	 	14	 



    	 



    




 


SCHEDULE B


 


PRODUCTS. PRICE &
PAYMENT TERMS


 


PRODUCTS:


 


·        
Naturally Flavored Citrus Energy


·        
Naturally Flavored Black Tea


·        
Naturally Flavored Lemonade


·        
Low Calorie Coconut Lime Energy


·        
Naturally Flavored Mango Energy


 


NEW /ITERATIONS OF PRODUCT MAY WARRANT
REVISED SCHEDULES AND PRICING


 


PACKAGE SIZE: 24 - PACK / 16 oz Cans Per Case


 


FOB COMPANY WAREHOUSE PRICING TO DISTRIBUTOR:


 


$20.00 PER CASE (price
may be renegotiated every 6 months, as per the Company's discretion)


 


80 CASES I PALLET


 


PAYMENT TERMS:


Company requires a Net 15 Days, with a 2% discount
if paid in cash in full before shipment.




 






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