Consulting Agreement
Exhibit 10.9
THIS CONSULTING AGREEMENT (the “Agreement”) is dated this 1st day of October , 2020
Client (the “Client”)
Hollyweed North Cannabis Inc.
000 Xxxx Xxxxxx, Xxxxxxxx, XX, X0X 0X0
Consultant (the “Consultant”)
Xxxxx Xxxxxx 0000 Xxxxxxxxx Xxx, Xxxxxxxx, XX X0X 0X0
BACKGROUND
| A. | The Client is of the opinion that the Consultant has the necessary qualifications, experience and abilities to provide consulting services to the Client. |
| B. | The Consultant is agreeable to providing such consulting services to the Client on the terms and conditions set out in this Agreement. |
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Consultant (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
SERVICES PROVIDED
| 1. | The Client hereby agrees to engage the Consultant to provide the Client with the following consulting services (the “Services”): |
| ● | Executive Chairman (Vision, Strategy, Public Voice, Innovation) Advisory and Consulting Services for HollyWeed North Cannabis Inc. and it’s subsidiaries HollyWeed Manufacturing & Extracts Inc. and TerraCube International Inc. |
| 2. | The Services will also include any other consulting tasks which the Parties may agree on. The Consultant hereby agrees to provide such Services to the Client. |
TERM OF AGREEMENT
| 3. | The term of this Agreement (the “Term”) will begin on Oct. 1, 2020 and will remain in full force and effect until replaced by an employment agreement with the Client or terminated as provided in this Agreement. |
| 4. | In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 10 days’ written notice to the other Party. |
| 5. | In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages. |
| 6. | This Agreement may be terminated at any time by mutual agreement of the Parties. |
| 7. | Except as otherwise provided in this Agreement, the obligations of the Consultant will end upon the termination of this Agreement. |
PERFORMANCE
| 8. | The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. |
CURRENCY
| 9. | Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in CAD (Canadian Dollars). |
COMPENSATION
| 10. | The Consultant will charge the Client for the Services at the rate of $12 500 per month (the “Compensation”). |
| 11. | The Client will be invoiced at the end of every month. |
| 12. | Invoices submitted by the Consultant to the Client are due upon receipt. |
| 13. | The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation. |
REIMBURSEMENT OF EXPENSES
| 14. | The Consultant will be reimbursed from time to time for reasonable and necessary expenses incurred by the Consultant in connection with providing the Services. |
| 15. | All expenses must be pre-approved by the Client. |
CONFIDENTIALITY
| 16. | Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client. |
2
| 17. | The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive 5 years upon termination of this Agreement. |
| 18. | All written and oral information and material disclosed or provided by the Client to the Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant. |
OWNERSHIP OF INTELLECTUAL PROPERTY
| 19. | All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner. |
| 20. | The Consultant may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Consultant will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property. |
RETURN OF PROPERTY
| 21. | Upon the expiry or termination of this Agreement, the Consultant will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client. |
CAPACITY/INDEPENDENT CONTRACTOR
| 22. | In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. |
RIGHT OF SUBSTITUTION
| 23. | Except as otherwise provided in this Agreement, the Consultant may, at the Consultant’s absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Consultant under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services. |
| 24. | In the event that the Consultant hires a sub-contractor: |
| ● | the Consultant will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Consultant. |
| ● | for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Consultant. |
3
AUTONOMY
| 25. | Except as otherwise provided in this Agreement, the Consultant will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Consultant will work autonomously and not at the direction of the Client. However, the Consultant will be responsive to the reasonable needs and concerns of the Client. |
EQUIPMENT
| 26. | Except as otherwise provided in this Agreement the Consultant will provide at the Consultants own expense, any and all equipment, software, materials and any other supplies necessary to deliver the Services in accordance with the Agreement. |
NO EXCLUSIVITY
| 27. | The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services. |
NOTICE
| 28. | All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses: |
| ● | HollyWeed North Cannabis Inc. |
000 Xxxx Xxxxxx, Xxxxxxxx, XX X0X 0X0
| ● | Xxxxx Xxxxxx |
0000 Xxxxxxxxx Xxx, Xxxxxxxx, XX X0X 0X0
or to such other address as either Party may from time to time notify the other.
INDEMNIFICATION
| 29. | Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement. |
4
ADDITIONAL CLAUSES
| 30. | Monthly time commitment is 40 hours/week. |
| 31. | Payment is due in 50% cash on a monthly basis with the remaining 50% on an earned and accrued basis or where funds are not available, 100% on an earned and accrued basis to be paid in full, upon termination of this agreement or financing/sale, whichever comes first. |
| 32. | 5% GST will be added to the monthly invoice amount once the accrued service amount exceeds $30,000. |
MODIFICATION OF AGREEMENT
| 33. | Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party. |
TIME OF THE ESSENCE
| 34. | Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision. |
ASSIGNMENT
| 35. | The Consultant will not voluntarily, or by operation of law, assign or otherwise transfer its obligation xxxxxx this Agreement without the prior written consent of the Client. |
ENTIRE AGREEMENT
| 36. | It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. |
ENUREMENT
| 37. | This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns. |
5
TITLES/HEADINGS
| 38. | Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. |
GENDER
| 39. | Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. |
GOVERNING LAW
| 40. | This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario. |
SEVERABILITY
| 41. | In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. |
WAIVER
| 42. | The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions |
6
| IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this | September 30, 2020 |
| HollyWeed North Cannabis Inc. | ||
| Per: | /s/ Auhtorized Signatory | (Seal) |
| Xxxxx Xxxxxx | ||
| Per: | /s/ Xxxxx Xxxxxx | (Seal) |
7
Amendment 1
AMENDMENT 1 TO CONSULTING AGREEMENT dated 1st day of October, 2020.
Client (the “Client”)
Hollyweed North Cannabis Inc.
000 Xxxx Xxxxxx, Xxxxxxxx, XX, X0X 0X0
Consultant (the “Consultant”)
Xxxxx Xxxxxx
0000 Xxxxxxxxx Xxx, Xxxxxxxx, XX X0X 0X0
AMENDMENT DETAILS
| 1. | Consultant (the “Consultant”): The Consultant name is being changed from Xxxxx Xxxxxx to 1118737 BC Ltd. |
| IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this | 21st day of December, 2020
| |||
HollyWeed North Cannabis Inc. |
||||
| Per: | /s/ Xxxxx Xxxxx | December 21, 2020 ] 2:10 PM PST | ||
| (Seal) | ||||
| Xxxxx Xxxxxx | ||||
| Per: | /s/ Xxxxx Xxxxxx | December 21, 2020 | 2:39 PM PST | ||
| (Seal) | ||||
Amendment 1
