ROCKY MOUNTAIN
HIGH BRANDS, INC.


CONSULTING AGREEMENT


EAGLE PROCESSING
& DISTRIBUTION, INC.


 


 


THIS
CONSULTANT AGREEMENT (“Agreement”) entered into effective April 7, 2020, between Rocky Mountain High Brands,
Inc., together with
all its subsidiaries (hereinafter collectively “RMHB”
or ''Company'') and Eagle Processing & Distribution,
Inc. (hereinafter the "Consultant").


 


 


		1.	Term of Agreement.



 


		(a)	The term of this Agreement
is three (3) years, commencing April 7, 2020. The parties hereto will,
prior to the expiration of said term, meet to determine if the
parties desire to extend the term or enter into a new agreement.



 


		2.	Duties.



 


		(a)	General Duties. The Consultant
shall consult with the Company and its subsidiaries on all matters relating
to the
Company's business operations and sales strategy or any other business matters related thereto. The Consultant shall be responsible
for and assume all operations of the
Company, to be performed on a best effort's basis, including but not limited to:



		1.	Financing or assisting in arranging
for financing for all production, purchase orders and inventory for the Company.



		2.	Transfer from the Company to Consultant all contractors
and two employees of the Company, to be paid by Consultant.



		3.	Sales, distribution, and ensure that revenue recognition
rules are followed so that the maximum amount of revenue on all transactions
flow through the Company.



		4.	Marketing, social media, website maintenance, and Amazon site maintenance.



		5.	Logistics and order fulfillment.



		6.	Production of all Company products.



		7.	Inventory management and coordination, including
costing, safeguarding, determination of reorder levels, storage, inbound and outbound freight coordination, relationships with
shipping and freight vendors (e.g. UPS, FedEx), and weekly reporting of inventory levels and inbound/outbound inventory to accounting.



		8.	Customer service including all website, Amazon,
email and telephone inquiries made to the Company.



		9.	Risk management, including
but not limited to, maintenance of all records that ensure that the
Company is in compliance with
DEA and FDA regulations, merchant services agreements, and insurance policies
specific to Consultant's duties. This includes the maintenance of Certificates
of Analysis and production samples in accordance with Company policy.



10.  
G & A shortfall financing, or assisting in arranging
of the financing, of the Company.


		(b)	Devotion of Time. The
Consultant shall
devote such business time and energy as is reasonably necessary to the fulfillment of its
duties under this Agreement.



 




    		 	 



    	Rocky Mountain High Brands, Inc.

Consulting Agreement
Eagle Production & Distribution
April,2020 
 


    

 





		3.	Compensation.



		(a)	Consultant shall be compensated as follows:



		i.	For the first
eight (8) months
of the Agreement, 50,000,000
shares of Rule 144 common
stock of the Company,
to be delivered
in fifty individual share
certificates of 1,000,000
shares, all
in the name of Consultant.



		ii.	The compensation for the remainder of the Term
shall be negotiated prior to the end of the above eight months.



 





		4.	Nondisclosure of Confidential Information.



 


		(a)	The
                                         Consultant acknowledges that during
                                         its association with the Company
                                         it has learned and will learn
                                         and has had access and will have access to confidential information regarding RMHB
                                         and its affiliates, including
                                         without limitation (i) confidential
                                         or secret plans, programs, documents, recipes, agreements or other material relating
                                         to the business, services or activities of RMHB and its affiliates and (ii)
                                         trade secrets, market reports, customer
                                         investigations, customer lists and other similar information that is proprietary information
                                         of RMHB or its affiliates (collectively referred to as "Confidential Information").
                                         The Consultant acknowledges that
                                         such Confidential Information
                                         as is acquired and used by the Company
                                         or its
                                         affiliates is
                                         a special, valuable and unique
                                         asset.



 


		(b)	All records, files, materials
and Confidential Information obtained by the Consultant during its association with the Company are confidential and proprietary
and shall remain the exclusive property of the Company or its affiliates,
as the case may be. The Consultant will not, except in connection
with and as required
by its performance of its
duties under this Agreement, for any reason use for its
own benefit or the benefit of any person or entity with
which it may be associated
or disclose any such Confidential Information to any person, firm, corporation,
association or other entity for any reason or purpose whatsoever without the prior written consent of the Company's Board.



 


5. Consultant's Representations.


 


Consultant
represents that it is not a party to
any agreements or contracts, or employment agreements, or anything of similar nature, whether written or otherwise, including but
not limited to non-competition agreements or non-disclosure agreements, with any person, company or entity of
any nature whatsoever, which relate to or which in any way or manner prevents
it from performing the duties contemplated by this Agreement Consultant
further warrants that by entering into this Agreement it
will not be breaching any fiduciary duty, usurping any corporate opportunity or other opportunity of any nature, which is
owed to any entity or person.


 


 







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    	Rocky Mountain High Brands, Inc.

Consulting Agreement
Eagle Production & Distribution
April,2020 
 


    

 


		6.	Assignability.



The
Consultant's obligations herein, or portions thereof, may be assigned by the Consultant with written
agreements detailing such assignment or partial assignment, not to be effective until such is signed by
both parties hereto..


		7.	Acknowledgment of SEC Disclosure Obligations.



 


Consultant
acknowledges that, as result of receiving the
shares of common stock of the Company to be issued as compensation
under this Agreement, the Consultant may incur the obligation to make certain disclosures to be filed with the SEC pursuant to
applicable laws. In addition, Consultant acknowledges that, pursuant to applicable
securities laws and regulations, the content of this Agreement, the Consultant's
stock ownership of the Company, and certain other information may be subject to required public disclosure by the Company in filings
to be made with the SEC.


 


 


		8.	Notices and Addresses.



 


All
notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall
be sufficiently given if delivered to
the addressees in person, by eJectronic
mail, by Federal Express or similar receipted delivery, by facsimile delivery or, if
mailed, postage prepaid, by certified mail, return receipt requested,
as follows:


 





	 	To the Company:	 	Rocky Mountain High Brands, Inc.	 
	 	 	 	9101 LBJ Freeway, Suite 200	 
	 	 	 	Dallas, TX 75243	 
	 	 	 	 	 
	 	To the Consultant:	 	Eagle Processing & Distribution, Inc.	 
	 	 	 	 	 
	 	 	 	P.O. Box 822232	 
	 	 	 	 	 
	 	 	 	Dallas TX 75382	 



 








Or
to such other address as either of them, by notice to the other may designate
from time to time. The transmission confirmation receipt from the sender's
facsimile machine shall be conclusive evidence of successful facsimile delivery.
Time shall be counted to, or from, as the case may be, the delivery in person or by
mailing.


 


		9.	Counterparts.



This
Agreement may be executed in one or more counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may
be by
actual or facsimile signature.








 







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    	Rocky Mountain High Brands, Inc.

Consulting Agreement
Eagle Production & Distribution
April,2020 
 


    




 





		10.	Governing
                                         Law.



 


This
Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its
execution, its validity, and the obligations provided therein or performance shall be governed or interpreted according to the
internal laws of the State of Texas without regard to choice
of law considerations, and sole and exclusive venue and jurisdiction shall be in the Courts
of Dallas County, Texas.


 





		11.	Entire
                                         Agreement.



 


This
Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements between the
parties hereto with respect to the subject matter hereof, save and except for any prior signed non-disclosure agreements. Neither
this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing
signed by the party or parties against whom enforcement or the change, waiver discharge or termination is sought.


 


IN
WITNESS WHEREOF, RMHB and Consultant have
executed this Agreement as of the date and year
first above written.


 


 


Rocky
Mountain High Brands, Inc.


 


 


 


	By:	/s/ Michael R. Welch	 	4/8/2020	
	 	 	 	Date	
	 	Michael Welch	 	 	 
	 	President and CEO	 	 	 






 


 


Consultant:


Eagle
Processing &
Distribution, Inc.


 


 


 


	By:	/s/ Brice Wunsch	 	4/7/2020	
	 	Brice Wunsch	 	Date	
	 	President	 	 	 







 



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