Contract Agreement
Contract Agreement
THIS Agreement is made this date the 28th day of March 2014 by and between the parties herein:
BETWEEN: Mountain High, Inc.
HEREAFTER REFERRED TO AS “MH”.
AND: Green Meadow Products, Inc.
HEREAFTER REFERRED TO AS "GM".
WHEREAS:
A] MH Desires to contract with GM for the International Licensing Rights (exclusive of Central America and South America) for GM's product, "The PawPal" and to GM's pain relief formula for pets.
B] Subject to the terms and conditions set forth, GM desires to sell International Licensing Rights to its product "The PawPal" and to GM's pain relief formula for pets to MH per the terms of this contract.
NOW THEREFORE WITNESSETH that in consideration of the recitals and mutual promises, covenants and conditions, representations and warranties outlined herein, the parties by their signatures attached herewith agree to the following:
Article I
Terms of Agreement
1.1 Per this agreement both GM and MH agree that MH will pay $21,500.00 for the International Licensing Rights to its product "The PawPal" and GM's pain relief formula for pets; $10,000.00 of which shall be paid as a deposit upon the execution of this agreement and the balance of $11,500.00 to be paid within 30 days.
1.2 Should MH fail to make payment for the International Licensing Rights to its product "The PawPal" and GM's pain relief formula for pets within 30 days of this agreement the Licensing Rights will revert back to MH and any payments rendered to that date will be non-refundable.
1.3 GM and MH both agree that this purchase will be final upon final payment.
1.4 GM agrees to deliver all details, digital information, specifications and samples of the PawPal and the pain relief formula upon acceptance of this agreement and final payment. In reiteration, should the final payment not be made within 30 days of this contract all payments made to that date will be non-refundable and the International Licensing Rights will be cancelled.
1.5 Both parties understand and agree that the International Licensing Rights are for all countries outside of the United States with the exception of Central America and South America. Further that GM will not compete against MH in the International markets and MH agrees that it will not compete against GM in the domestic (US) market. Further that MH has the right to have the PawPal and pain relief formula manufactured in any country it chooses if it decides to do so as long as sales do not compete with GM in the US markets under any name for the PawPal or the formula.
1.6 This agreement shall be binding upon signing by both parties.
1.7 This Agreement may be signed in counterpart, whereas such counterparts together shall constitute one and the same as a full and effective agreement, any facsimile shall be construed as an original document.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF MH
MH represents and warrants to GM that:
2.12 AUTHORITY. The board of directors of MH has authorized the execution of this Agreement and the consummation of transaction contemplated herein. MH has full power to deliver, execute and perform this Agreement and this Agreement is a valid, legal and binding obligation of MH and is enforceable in accordance with it's terms and conditions.
2.16 INDEMNIFICATION. MH agrees to defend and hold GM harmless against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties and reasonable attorney fees, that it shall incur or suffer, which arise out of, result from or relate to any breach of, or failure by MH to perform any of it's respective representations, warranties, covenants and agreements in this Agreement or in any exhibit or other instrument furnished or to be furnished by MH under this Agreement.
ARTICLE III
GM represents and warrants to MH that:
3.10 COMPLIANCE WITH LAWS. GM has complied with and is not in violation of applicable federal, state and local laws, statutes and regulations (including, without limitation, any applicable building, zoning or other law, ordinance or regulation) affecting it's properties or the operation of it's business.
3.12 AUTHORITY. GM has full power to deliver, execute and perform this Agreement and this Agreement is a valid, legal and binding obligation of GM and is enforceable in accordance with it's terms and conditions.
3.15 ASSETS. GM has good and marketable title to the GM's assets, free and clear of any and all liens, claims and encumbrances of any nature, form or description.
3.16 INDEMNIFICATION. GM agrees to defend and hold MH harmless against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties and reasonable attorney fees, that it shall incur or suffer, which arise out of, result from or relate to any breach of, or failure by GM to perform any of it's respective representations, warranties, covenants and agreements in this Agreement or in any exhibit or other instrument furnished or to be furnished by GM under this Agreement.
ARTICLE IV
MISCELLANEOUS
9.1 CAPTIONS AND HEADINGS. The Article and paragraph headings throughout this Agreement are for convenience and reference only and shall in no way be deemed to define, limit or add to the meaning of any provision of this agreement.
9.2 NO ORAL CHANGE. This Agreement and any provisions hereof, may not be waived, changed, modified or discharged orally, but it can be changed by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.
9.3 NON-WAIVER. Except as otherwise expressly provided herein, no waiver of any covenant, provision or condition of this Agreement shall be deemed to have been made unless expressly in writing and signed by the party against whom such waiver is charged; and (i) the failure of any party to insist in any one or more cases upon the performance of any of the provisions, covenants or conditions of this Agreement or to exercise any option herein contained shall not be construed as a waiver or relinquishment for the future of any such provisions, covenants or conditions, (ii) the acceptance of performance of anything required by this agreement to be performed with the knowledge of the breach or failure of a covenant, provision or conditions hereof shall not be deemed a waiver of such breach or failure and (iii) no waiver by any party shall be construed as a waiver with respect to any other or subsequent breach.
9.4 TIME OF ESSENCE. Time is the essence of this Agreement and of each and every provision hereof.
9.5 ENTIRE AGREEMENT. This Agreement contains the entire Agreement and understanding between the parties hereto and supersedes all prior agreements and understandings.
9.6 CHOICE OF LAW. This Agreement and it's application shall be governed by the laws of the State of Wyoming.
9.7 COUNTERPARTS. This Agreement may be executed simultaneously 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.
9.8 NOTICES. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if given personally on the party to whom notice is to be given or on the third day after mailing to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid and properly addressed.
9.9 BINDING EFFECT. This Agreement shall inure to and be binding upon the heirs, executors, personal representatives, successors and assigns of each of the parties to this agreement.
9.10 EFFECT OF CLOSING. All representations, warranties, covenants and agreements of the parties contained in this Agreement, or in any instrument, certificate, opinion or other writing provided for in it shall survive the closing of this Agreement.
9.11 MUTUAL COOPERATION. The parties hereto shall cooperate with each other to achieve the purpose of this Agreement and shall execute such other and further actions as may be necessary or convenient to effect the transaction described herein.
9.12 BROKERS. The parties hereto represent that no finder's fee has been paid or is payable by any party. Each of the parties hereto shall indemnify and hold the other harmless against any and all claims, losses, liabilities or expenses which may be asserted against it as a result of it's dealings, arrangements or agreements with any such broker or person.
9.13 ANNOUNCEMENTS. GM and MH will consult and cooperate with each other as to the timing and content of any announcements of the transactions contemplated hereby to the general public or to employees, customers or suppliers.
9.14 EXPENSES. Each party will pay it's own legal, accounting and any other out-of-pocket expenses reasonably incurred in connection with this transaction, whether or not the transaction contemplated hereby is consummated.
9.15 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations, warranties and agreements of the parties set forth in this Agreement shall survive the Closing irrespective of any investigation made for or on behalf of any party.
AGREED TO AND ACCEPTED as of the date first above written:
BY: /s/ Xxxx Xxxxxxxx
Xxxx Xxxxxxxx
Pres., Green Meadow Products, Inc.
Mountain High, Inc.
BY: /s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx
Pres., Mountain High, Inc.
