Attached files
EXHIBIT 10.6
Shown below are the parties to, and terms of, the Company's Master Service
Agreements.
Fees changed per
Exhibit A to agreement
Agreement ---------------------------------
--------------------------------------------------------- Brand, marketing Accounting/
Customer Store Name and Address and administrative Compliance
-------- ---------------------- ------------------- -----------
5110 Race, LLC Bryant Street Grow Facility $ 2,000 $ 5,500
c/o 5110 Race, LLC
5110 Race St.
Denver, CO 80216
5110 Race, LLC The Sanctuary $ 4,500 $ 5,500
c/o 5110 Race, LLC
5110 Race St.
Denver, CO 80216
Annie's Tobacco Emporium, LLC The Annie $ 4,500 $ 2,500
c/o Annie's Tobacco Emporium, LLC
135 S. Nevada St.
Central City, CO 80427
Boulder County Caregivers, LLC The Ridge $ 4,500 $ 5,500
c/o Boulder County Caregivers, LLC
P.O. Box 150247
Lakewood, CO 80215
Colorado Blvd. LLC The Spring $ 4,500 $ 2,500
c/o Colorado Blvd., LLC
15 Colorado Blvd.
Idaho Springs, CO 80452
Rocky Mountain Farmacy, Inc. The Retreat $ 4,500 $ 5,500
c/o Rocky Mountain Farmacy, Inc.
P.O. Box 150247
Lakewood, CO 80215
Rocky Mountain Farmacy, Inc. The Shelter $ 4,500 $ 5,500
c/o Rocky Mountain Farmacy, Inc.
P.O. Box 150247
Lakewood, CO 80215
North Federal, LLC The Grove $ 4,500 $ 5,500
c/o 5110 Race, LLC
5110 Race St.
Denver, CO 80216
Western Remedies, LLC The Haven $ 4,500 $ 5,500
c/o Western Remedies, LLC
5110 Race St.
Denver, CO 80216
MASTER SERVICE AGREEMENT
This Master Service Agreement (this "Agreement") is entered into this 1st
day of January, 2014 ("Effective Date") by and between Strainwise, LLC, a
Colorado limited liability company ("SW") and ________________, a Colorado
limited liability company ("Customer").
All services provided under this Agreement shall be defined in a Customer Order
that is clearly identified with this Agreement.
ARTICLE 1. DEFINITIONS
1.1 "Affiliate" shall mean an entity that now or in the future, directly or
indirectly controls, is controlled by, or is under common control with, a
party to this Agreement. For purposes of the foregoing, "control" shall
mean the ownership of (i) greater than fifty percent (50%) of the voting
power to elect the directors of the company, or (ii) greater than fifty
percent (50%) of the ownership interest in the company.
1.2 "Confidential Information" is information marked or otherwise identified
in writing by a party to this Agreement as proprietary or confidential or
that, under the circumstances surrounding the disclosure, ought in good
faith to be treated as proprietary or confidential. Confidential
Information includes non-public information regarding either party's
products, features, marketing and promotions, and the negotiated terms of
the parties' agreements, except as otherwise required by action of law.
Confidential information does not include information which: (i) the
recipient developed independently; (ii) the recipient knew before
receiving it under the relevant agreement; or (iii) is or subsequently
becomes publicly available or is received from another source, in both
cases other than by a breach of an obligation of confidentiality.
1.3 "Service" shall mean any SW professional service as provided for under
this Agreement, and may include development, product support, consulting,
and logistical services described in a Service Schedule.
1.4 "Service Schedule" shall mean a schedule attached hereto, or signed
between the parties from time to time and expressly incorporated into this
Agreement, setting forth terms and conditions specific to a particular
Service made available by SW, attached hereto as Exhibit A.
1.5 "Service Term" shall mean the duration of time (measured starting on the
Effective Date) for which Service is ordered, which may be specified in
the Customer Order, attached hereto as Exhibit A. The Service Term shall
continue on a month-to-month basis after expiration of the stated Service
Term, until terminated by either party upon thirty (30) days' written
notice to the other.
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ARTICLE 2. DELIVERY OF SERVICE
2.1 SW agrees to provide consulting, product supply, and logistical services
under the terms and conditions of this Agreement. The precise scope of any
Services under this Agreement will be specified in the Service Schedule
entered into under this Agreement. SW's ability to deliver the Services
depends upon full and timely cooperation by Customer and Customer's staff,
as well as the accuracy and completeness of any information provided.
2.2 Submission of Customer Order(s). To order any Service, Customer may submit
to SW a Customer Order requesting Service. The Customer Order must include
a description of the Service, the non-recurring charges and monthly
recurring charges for Service and the applicable Service Term.
2.3 Credit Approval and Deposits. Customer will provide SW with credit
Information if requested, and delivery of Service may be subject to credit
approval. SW may require Customer to make a deposit or deliver another
form of security as a condition to (a) SW's acceptance of any Customer
Order; (b) SW's continuation of any Service, only in the event that (i)
Customer falls to make payment to SW of any undisputed amount when due, or
(ii) Customer has a material, negative change in financial condition (as
determined by SW in its reasonable discretion). Any deposit will be
limited to two (2) months' estimated charges for Service and will be due
upon SW's written request. Any deposit will be held by SW as security for
payment of Customer's charges. When Service to Customer is terminated, the
amount of the deposit will be credited to Customer's account and any
remaining credit balance will be refunded. Any deposit paid by Customer
pursuant to this Section 2.3 will be held by SW in accordance with the
applicable law governing such deposit.
2.4 Customer-Provided Equipment. SW may install certain Customer-provided
equipment upon commencement of the Service, but SW shall not be
responsible for the operation or maintenance of any Customer-provided
equipment. SW undertakes no obligations and accepts no liability for the
configuration, management, performance or any other issue relating to any
Customer-provided equipment used in connection with the Service.
ARTICLE 3. BILLING AND PAYMENT
3.1 Commencement of Billing. Billing will commence upon the execution of a
specific Customer Order unless otherwise stated in the respective Customer
Order.
3.2 Charges. The Customer Order will set forth the applicable non-recurring
charges and recurring charges for the Service, which charges shall be
consistent with any fees or pricing terms that may be specifically set
forth on the applicable Service Schedule for such Service. Unless
otherwise expressly specified in the Customer Order, any non-recurring
charges shall be invoiced by SW to Customer upon the execution of the
Customer Order. However, in the event such Service requires SW to install
or construct additional facilities in the provision of the Service, such
Customer Order may specify non-recurring charges that are payable by
Customer in advance, as mutually agreed between the parties and specified
in the Customer Order. If Customer requests and SW approves (in its sole
discretion) any changes to the Customer Order or Service after acceptance
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by SW, including, without limitation, the Customer requested date for
delivery of Service, additional non-recurring charges and/or monthly
recurring charges not otherwise set forth in the Customer Order may
apply provided all such fees are pre-approved by Customer.
3.3 Payment of invoices. Invoices are delivered monthly. SW bills in advance
for Service to be provided during the upcoming month, except for charges
that are dependent upon usage of Service, which are billed in arrears.
Billing for partial months is prorated based on a calendar month. All
invoices are due thirty (30) days after the date of invoice. Unless
otherwise specified on the particular invoice, all payments shall be due
and payable in U.S. Dollars. Past due amounts bear interest at a rate of
1.5% per month (or the highest rate allowed by law, whichever is less)
beginning from the date first due until paid in full.
3.4 Taxes and Fees. All charges for Service are exclusive of Applicable Taxes
(as defined below). Except for taxes based on SW's net income, Customer
will be responsible for all applicable taxes that arise in any
jurisdiction, including, without limitation, value added, consumption,
sales, use, gross receipt's, excise, access, bypass, franchise or other
taxes, fees, duties, charges or surcharges, however designated, imposed
on, incident to, or based upon the provision, sale or use of the Service
(collectively "Applicable Taxes").
3.5 Regulatory and Legal Changes. In the event of any change in applicable
law, regulation, decision, rule or order that materially increases the
costs or other terms of delivery of Service, SW and Customer will
negotiate regarding the rates to be charged to Customer to reflect such
increase in cost and, in the event that the parties are unable to reach
agreement respecting new rates within thirty (30) days after SW'S delivery
of written notice requesting renegotiation, then (a) SW may pass such
increased costs through to Customer, and (b) if SW elects to pass such
increased costs through to Customer, Customer may terminate the affected
Service without termination liability by delivering written notice of
termination no later than thirty (30) days after the effective date of the
rate increase. Further, if any Federal, state or local governing body
determines that any terms of delivery of services under this Master
Service Agreement constitutes non-compliance of an applicable law,
regulation, decision, rule or order, then SW and Customer will negotiate
in good faith to make the necessary changes to this Master Service
Agreement to rectify any deficiencies causing non-compliance. If SW and
Customer are not able to mutually agree upon changes in the terms of
service to rectify any such non-compliance within 30 days of becoming
aware of any such non-compliance, then this Master Service Agreement
automatically becomes null and void without penalty to either party.
3.6 Disputed Invoices. If Customer reasonably disputes any portion of a SW
invoice, Customer must pay the undisputed portion of the invoice and
submit written notice of the claim (with sufficient detail of the nature
of the claim, the amount and invoices in dispute and information necessary
to identify the affected Service(s)) for the disputed amount. All claims
must be submitted to SW in writing within thirty (30) days from the date
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of the invoice for those Services. Customer waives the right to dispute
any charges not disputed within such thirty (30) day period. In the event
that the dispute is resolved against Customer, Customer shall pay such
amounts plus interest at the rate referenced in Section 3.3.
3.7 Termination Charges.
Customer may terminate Service prior to the end of the Service Term upon
sixty (60) days' prior written notice to SW (with sufficient detail
necessary to identify the affected Service). In the event that Customer
terminates Service or in the event that the delivery of Service is
terminated by SW as the result of an uncured default by Customer pursuant
to Section 4.2 of this Agreement, Customer shall pay SW a termination
charge equal to the sum of:
(i) all unpaid amounts for Service provided through the date of
termination; any third party cancellation/termination charges related
to the installation and/or termination of ancillary services for which
SW committed on behalf of Customer;
(ii) the non-recurring charges for any cancelled Service, if not already
paid;
(iii) for any recurring Service, 50% of the remaining monthly recurring
charges that would have been incurred for the Service.
The parties acknowledge that the cancellation or termination charges set
forth in this Section 3.7 are a genuine estimate of the actual damages
that SW will suffer and are not a penalty.
ARTICLE 4. TERM AND TERMINATION
4.1 Term. This Agreement shall become effective on the Effective Date and
shall continue for a period of ten (10) years thereafter ("Agreement
Term"), unless earlier terminated as provided herein. At the end of the
initial Agreement Term, the Agreement Term shall automatically renew on a
month-to-month basis until terminated by either party upon thirty (30)
days' prior written notice to the other party.
Except as otherwise set forth herein, SW shall deliver the Service for the
entire duration of the Service Term, and Customer shall pay all charges
for delivery thereof through the end of the Service Term. To the extent
that the Service Term for any Service extends beyond the Agreement Term,
then this Agreement shall remain in full force and effect for such Service
until the expiration or termination of such Service Term.
4.2 Default By Customer. If (i) Customer makes a general assignment for the
benefit of its creditors, files a voluntary petition in bankruptcy or any
petition or answer seeking, consenting to, or acquiescing in
reorganization, arrangement, adjustment, composition, liquidation,
dissolution or similar relief; (ii) an involuntary petition in bankruptcy
or other insolvency protection against Customer is filed and not dismissed
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within sixty (60) days; (iii) Customer fails to make any payment required
hereunder when due, and such failure continues for a period of five (5)
business days after written notice from SW, or (iv) Customer fails to
observe and perform any material term of this Agreement (other than
payment terms) and such failure continues for a period of thirty (30) days
after written notice from SW; then SW may (A) terminate this Agreement and
any Customer Order, in whole or in part, in which event SW shall have no
further duties or obligations thereunder, and/or (B) subject to Section
5.1, pursue any remedies SW may have under this Agreement, at law or in
equity.
4.3 Default By SW. If (i) SW makes a general assignment for the benefit of its
creditors, files a voluntary petition in bankruptcy or any petition or
answer seeking, consenting to, or acquiescing in reorganization,
arrangement, adjustment, composition, liquidation, dissolution or similar
relief; (ii) an involuntary petition in bankruptcy or other insolvency
protection against SW is filed and not dismissed within sixty (60) days;
or (ii) SW fails to observe and perform any material term of this
Agreement and such failure continues for a period of thirty (30) days
after written notice from Customer; then Customer may (A) terminate this
Agreement and/or any Customer Order, in whole or in part, in which event
Customer shall have no further duties or obligations thereunder, and/or
(B) subject to Section 5.1, pursue any remedies Customer may have under
this Agreement, at law or in equity.
ARTICLE 5. LIABILITIES AND INDEMNIFICATION
5.1 No Special Damages. Notwithstanding any other provision hereof, neither
party shall be liable for any damages for loss of profits, loss of
revenues, loss of goodwill, loss of anticipated savings, loss of data or
cost of purchasing replacement services, or any indirect, incidental,
special, consequential, exemplary or punitive damages arising out of the
performance or failure to perform under this Agreement or any Customer
Order.
5.2 Personal Injury and Death. Nothing in this Agreement shall be construed as
limiting the liability of either party for personal injury or death
resulting from the negligence of a party or its employees.
5.3 Disclaimer of Warranties. SW MAKES NO WARRANTIES OR REPRESENTATIONS,
EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW. STATUTORY OR
OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR USE, EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY
APPLICABLE SERVICE SCHEDULE.
5.4 Indemnification. Each party hereby indemnifies, defends and holds harmless
the other party, its parents, subsidiaries and affiliates, and their
respective officers, directors, agents, employees and contractors, from
and against any and all claims, actions, liabilities, damages, costs,
expenses or losses of any kind whatsoever (including reasonable attorneys'
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fee and disbursements) relating to or resulting from: (i) any negligent
acts or omissions or willful misconduct of that party and/or its agents or
employees; or (ii) any material breach by a party of any of its
obligations, covenants, agreements, warranties or representations under
this Agreement.
ARTICLE 6. SERVICE LEVELS
6.1 SW shall provide the services as more fully described in the Service
Schedule, attached hereto as Exhibit A.
ARTICLE 7. GENERAL TERMS
7.1 Confidentiality and Disclosure. For a period of ten (10) years after
disclosure, neither party will use the other's Confidential Information,
as defined herein, without the other's written consent except in
furtherance of the relationship created by this Agreement or subsequent
agreements or disclose the other's confidential information except (i) to
obtain advice from legal or financial consultants, or (ii) if compelled by
law, in which case the disclosing party will use its best efforts to give
the other party notice of the requirement so that the disclosure can be
contested. The parties to this Agreement will take reasonable precautions
to safeguard each other's Confidential Information. Such precautions will
be at least as great as those each take to protect their own Confidential
Information. The parties to this Agreement will disclose each other's
Confidential Information to their respective employees or consultants only
on a need-to-know basis and subject to the confidentiality obligations
imposed here. When Confidential Information is no longer necessary to
perform any obligation under any of the agreements, each party will return
it to the other or destroy it at the other's request.
7.2 Force Majeure. Neither party shall be liable, nor shall any credit
allowance or other remedy be extended, for any failure of performance due
to causes beyond such party's reasonable control ("force majeure event").
In the event SW is unable to deliver Service as a result of a force
majeure event, Customer shall not be obligated to pay SW for the affected
Service for so long as SW is unable to deliver the affected Service.
7.3 Assignment and Resale. Except for an assignment to an Affiliate, neither
party may assign its rights and obligations under this Agreement or any
Customer Order or Service Schedule without the express prior written
consent of the other party, which will not be unreasonably withheld. This
Agreement shall apply to any permitted transferees or assignees.
Notwithstanding any permitted assignment by Customer, Customer shall
remain liable for the payment of all charges due under each Customer
Order.
7.4 Affiliates
(A) Service may be provided to Customer pursuant to this Agreement by an
Affiliate of SW. If a Customer Order requires the delivery of Service in a
jurisdiction where, in order for such Customer Order to be enforceable
against the parties, additional terms must be added, then the parties
shall incorporate such terms into the Customer Order (preserving, to the
fullest extent possible, the terms of this Agreement). Notwithstanding any
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provision of Service to Customer pursuant to this Agreement by an
Affiliate of SW, SW shall remain responsible to Customer for the
delivery and performance of the Service in accordance with the terms
and conditions of this Agreement.
(B) The parties acknowledge and agree that Customer's Affiliates may
purchase Service under this Agreement; provided, however, any such
Customer Affiliate purchasing Service hereunder agrees that such Service
is provided pursuant to and governed by the terms and conditions of this
Agreement. Customer shall be jointly and severally liable far all claims
and liabilities arising under this Agreement related to Service ordered by
any Customer Affiliate, and any event of default under this Agreement by
any Customer Affiliate shall also be deemed an event of default by
Customer. Any reference to Customer in this Agreement with respect to
Service ordered by a Customer Affiliate shall also be deemed a reference
to the applicable Customer Affiliate.
(C) Notwithstanding anything in this Agreement to the contrary, either
party may provide a copy of this Agreement to its Affiliate or such other
party's Affiliate for purposes of this Section 7.3, without notice to, or
consent of, the other party.
7.5 Notices. Notices hereunder shall be in writing and sufficient and received
if delivered in person, or when sent via facsimile, pre-paid overnight
courier, electronic mail (if an e-mail address is provided below) or sent
by U.S. Postal Service (or First Class International Post (as
applicable)), addressed as follows:
If to Strainwise, LLC:
1350 Independence Street
Suite 300
Lakewood, CO 80215
Attention: Erin Phillips, President
If to Customer:
______________________
______________________
Attention: Shawn Phillips, Managing Member
or, at such other address as the party to whom notice is to be given may
have furnished to the other party in writing in accordance herewith. All
such notices shall be deemed to have been given on (i) the date delivered
if delivered personally, (ii) the business day after dispatch if sent by
overnight courier, (iii) the third business day after posting if sent by
U.S. Postal Service (or other applicable postal delivery service), or (iv)
the date of transmission if delivered by facsimile or electronic mail (or
the business day after transmission If transmitted on a weekend or legal
holiday). Notwithstanding the foregoing, any notices delivered by SW to
Customer in the normal course of provisioning of Service hereunder shall
be deemed properly given if delivered via any of the methods described
above or via electronic mail to the address listed on any Customer Order.
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7.6 Marks and Publicity.
(A) Neither party shall have the right to use the other party's or its
Affiliates' trademarks, service marks or trade names without the prior
written consent or the other party. The marks used by SW are either
registered trademarks or service marks of SW, its Affiliates, or third
parties in the United States and/or other countries.
(B) Neither party shall issue any press release relating to any
contractual relationship between SW and Customer, except as may be
required by law or agreed between the parties in writing.
7.7 Non-Disclosure. Any information or documentation disclosed between the
parties during the performance of this Agreement shall be subject to the
terms and conditions of the applicable non-disclosure agreement then in
effect between the parties.
7.8 Governing Law. This Agreement will be governed by and will be construed
and enforced in accordance with the laws of the State of Colorado
applicable to agreements entered into and performed within such State,
without reference to the conflicts-of-law of such State.
7.9 Venue. The Parties agree that all suits, actions, claims and causes of
action relating to the construction, validity, performance and enforcement
of this Agreement shall be commenced in the City and County of Denver,
Colorado.
7.10 Entire Agreement. This Agreement, including any Service Schedule(s) and
Customer Order(s) executed hereunder, constitutes the entire and final
agreement and understanding between the parties with respect to the
Service and supersedes all prior agreements relating to the Service, which
are of no further force or effect.
All Service Schedules, whether attached hereto or executed between the
parties after the Effective Date, are integral parts hereof and are hereby
made a part of this Agreement. In the event that Customer desires to add
additional Services offered by SW after the Effective Date, then the
parties shall negotiate the terms of a Service Schedule for such Service
but Customer shall not be bound to the terms of any additional Service
Schedule unless both it and SW have so agreed to the new Service Schedule
in writing.
7.11 Amendment. This Agreement, and any Service Schedule or Customer Order, may
only be modified or supplemented by an instrument in writing executed by a
duly authorized representative of each party. Without limiting the
generality of the foregoing, any handwritten changes to a Customer Order
or any terms and conditions included in any Customer-provided purchase
order shall be void unless acknowledged and approved in writing by a duly
authorized representative of each party.
7.12 Order of Precedence. In the event of any conflict between this Agreement
and the terms and conditions of any Service Schedule and/or Customer
Order, the order of precedence is as follows: (1) the Service Schedule,
(2) this Agreement, and (3) the Customer Order.
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7.13 Survival. The provisions of this Article 7 and Articles 3, 5 and 6 and any
other provisions of this Agreement that by their nature are meant to
survive the expiration or termination of this Agreement shall survive the
expiration or termination of this Agreement.
7.14 Relationship of the Parties. The relationship between Customer and SW
shall not be that of partners, agents, or joint ventures for one another,
and nothing contained in this Agreement shall be deemed to constitute a
partnership or agency agreement between them for any purposes, including,
without limitation, for federal income tax purposes.
7.15 No Waiver. No failure by either party to enforce any right(s) hereunder
shall constitute a waiver of such right(s).
7.16 Severability. If any provision of this Agreement shall be declared invalid
or unenforceable under applicable law, said provision shall be ineffective
only to the extent of such declaration and such declaration shall not
affect the remaining provisions of this Agreement. In the event that a
material and fundamental provision of this Agreement is declared invalid
or unenforceable under applicable law, the parties shall negotiate in good
faith respecting an amendment hereto that would preserve, to the fullest
extent possible, the respective rights and obligations Imposed on each
party under this Agreement as originally executed.
7.17 Joint Product. The parties acknowledge that this Agreement is the joint
work product of the parties. Accordingly, in the event of ambiguities in
this Agreement, no inferences shall be drawn against either party on the
basis of authorship of this Agreement.
7.18 Third Party Beneficiaries. This Agreement shall be binding upon. Inure
solely to the benefit of and be enforceable by each party hereto and their
respective successors and assigns hereto, and nothing in this Agreement,
express or implied, is intended to or shall confer upon any thirty party
any right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement.
7.19 Counterparts. This Agreement may be executed in one or more counterparts,
all of which taken together shall constitute one and the same instrument.
Electronic or facsimile signatures shall be sufficient to bind the parties
to this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as
of the Effective Date.
__________________________ STRAINWISE, LLC
By: /s/ Shawn Phillips By:/s/ Erin Phillips
----------------------------- --------------------------
Shawn Phillips, Managing Member Erin Phillips, Managing Member
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EXHIBIT A
CUSTOMER ORDER AND
SERVICE SCHEDULE
January 1, 2014
____________ ("Customer") orders from Strainwise, LLC ("SW") the below
described services for the Customer's operating entity, _________________,
located at ________________________________:
Branding, Marketing and Administrative Services - $________ per month
o Use of the Strainwise logo and images
o Marketing and advertising programs
o General management as deemed necessary and appropriate to provide
sufficient oversight
o Employee leasing
o Procurement, placement and onsite management of ATM systems
o Security planning, implementation and maintenance
o SW will not participate in any manner in the actual retail sale or
wholesale of any marijuana or marijuana infused products of the
Customer
Accounting and Financial Services - $_____ per month
o General accounting and financial statement preparation and reporting.
o Installation and maintenance of general ledger and accounting systems.
o Implementation maintenance of internal controls over financial
reporting and asset safeguards.
o Point-of-sale software and procedures implementation and maintenance.
o Accounts receivable processing.
o Cash collection processing.
o Accounts payable processing.
o State and municipal sales tax preparation and filing.
o State and Federal income tax preparation.
Compliance Services - $_______ per month
o State, county and municipality regulatory compliance monitoring
o Report preparation and filings to Federal, state, county and municipal
departments
Nutrient Supplies - Cost plus 90% Markup
o Bulk procurement of crop nutrients on a co-op, high volume basis to
obtain price point volume discounts
o Vendor contracting and management
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Production Facilities - Cost plus 40% Markup
o Provide buildings and cultivation fields on which the Customer may
grow marijuana plants.
o Furnish the buildings with grow lights, shelving, air conditioning,
dehumidification and other equipment needed to cultivate and grow
marijuana.
o Management of inventory to approximate just-in-time capacity levels
o Multi-location product distribution and control
o Manage the physical production facilities, however, SW will not
participate in any manner in the cultivation and growing of marijuana
crops
o The Customer is responsible for providing all employees who will
actually grow and distribute the marijuana production.
_______________________
By: /s/ Shawn Phillips
------------------------------
Shawn Phillips, Managing Member
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FIRST AMENDMENT TO
MASTER SERVICE AGREEMENT
This First Amendment ("Amendment"), dated as of the 1st day of January,
2014 ("Effective Date"), by and between Strainwise, Inc., a Colorado corporation
("SW") and __________________________, a Colorado limited liability company
("Customer") on behalf of _________________________, is made with reference to
the following facts: WHEREAS, SW and the Customer entered into a Master Service
Agreement ("Agreement") and both SW and the Customer intend that the services to
be provided pursuant to the Agreement be provided for a long term period.
NOW THEREFORE, the parties now hereby agree that by this Amendment, Section 1.5
of the Agreement is amended in its entirety to read, as follows:
1.5 "Service Term" shall mean a period ending on December 31, 2023. The
Service Term shall continue on a month-to-month basis after December 31, 2023,
until terminated by either party by written notice to the other, as provided
under Article 7 of the Agreement.
IN WITNESS WHEREOF, Strainwise, Inc. and the Customer have executed this
Amendment.
By: /s/ Shawn Phillips
--------------------------------------
Shawn Phillips, Managing Member
STRAINWISE, INC.
By: /s/ Shawn Phillips
--------------------------------------
Erin Phillips, President
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