Exhibit 10.2
NON-EXCLUSIVE DISTRIBUTION AND PROFIT SHARING AGREEMENT
This Non-Exclusive Distribution and Profit Sharing Agreement (this "Agreement")
is made as of this 20th day of November, 2019 (the "Effective Date") by and
between CANNTAB THERAPEUTICS USA (FLORIDA), INC., a Florida corporation (to be
incorporated), located at ____________ ("Company"), and EXACTUS, INC., a Nevada
corporation, located at 80 NE 4th Ave, Delray Beach, FL 33483 ("Distributor")
with respect to the distribution of certain products offered for distribution by
Company.
WHEREAS the Company has developed a proprietary process for the manufacturing of
the Products as hereinafter set forth.
AND WHEREAS the Company has agreed to appoint the Distributor as a non-exclusive
distributor of the Products in the Territories (as hereinafter defined);
AND WHEREAS the parties will also on the date hereof enter into a Supply
Agreement whereby the Distributor will sell CBD Oil to the Company;
AND WHEREAS the Products are more particularly described in Exhibit A attached
hereto; and
AND WHEREAS the Distributor has leased space (hereinafter called the "Joint
Premises") at the location described in Exhibit 2 attached hereto and shall
sublease a portion of the Joint Premises to the Company.
1. Appointment.
A. (i)
Subject to this Agreement's terms, Company hereby appoints
Distributor, and Distributor accepts the appointment as a distributor, to
market, promote, sell, and deliver the Products within the Territories (defined
below) on a non-exclusive basis. Distributor acknowledges that the Company shall
be authorized to sell Products directly within the Territories either under a
private white labeling program or directly to customers of the Company, subject
to Section 7 hereof.
(ii)
Distributors rights pursuant to this Agreement shall include all
50 states and all territories of the United States of America (each, a
"Territory," and collectively, the "Territories"). Provided that Distributor is
in full compliance with this Agreement, the Company will not grant a third party
the right to promote, sell or deliver the Products to customers within the
Territories, except pursuant to Section 7 hereof.
(iv)
Distributor shall have the non-exclusive right to sell the
Products online through Distributor's company website. For the avoidance of
doubt, although Distributor may sell the Products online in accordance with this
subsection, Company also has the right to sell its Products online to customers
located in the Territories provided such sales are effected pursuant to Section
7 hereof.
B. Distributor acknowledges and agrees that it has no right to distribute any
products of Company other than the Products identified in Exhibit A. Company
reserves all rights not expressly granted to Distributor in this Agreement,
including, without limitation the right to sell private white label products in
the Territories. Company's sale to Distributor of any products other than the
Products identified in Exhibit A and/or its sale of any products (including
Products) to Distributor after the expiration or termination of this Agreement,
regardless of the reason, (i) shall not constitute, be construed as, or give
rise to any express or implied distribution agreement, course of conduct, or
other relationship between Company