THIS AGREEMENT, dated August 10th, 2015 by and between Infinite Interactions, LLC, whose address is 1140 Parker Drive Longmont CO 80501; hereinafter referred to as “Company”, and (Insert Your Name Here), whose address is; (Your Address Here) hereinafter referred to as “Sales Representative”.

WHEREAS, Company is engaged in the manufacturing, marketing and sale of Health Care Products and Services; including Dietary Supplements, various Hemp Products, and other specialized infused products, along with packaging services, technical manufacturing process services and product testing services, hereinafter referred to as “Products and Services”:

WHEREAS, Sales Representative desires to sell Company’s Products and Services in accordance with the terms and conditions of this Agreement:

NOW, THEREFORE, it is agreed as follows:

1. Sales Terms

1.1 Sales Services. Company hereby appoints Sales Representative as an authorized non-exclusive, independent Representative to sell and promote all Products and Services provided by Company in the following geographical area: the following counties in the United States; {All} hereinafter referred to as “Territory”.

1.2 Time and Manner of Performance. Sales Representative shall devote such time, energy and skill on a regular and consistent basis as is necessary to sell and promote the sale of Company’s Products and Services in the Territory during the term of this Agreement. Sales Representative shall be available for telephone and personal consultation and assistance on a reasonable basis consistent with the needs of the Company and the necessary performance of the services described in section 1.1 above. All services hereunder shall be performed in accordance with good professional practice.

1.3 Legal and Compliance Obligations. Sales Representative’s sales and promotional efforts shall potentially also be directed toward the following: “Medical Marijuana Centers”, with high CBD “Industrial Hemp” products and/or services as defined by the Colorado Department of Agriculture and characterized by Colorado’s Hemp Bill SB13-241.
The aforementioned customers are the only legal customers currently available to purchase wholesale Products and Services from the Company. Sales Representative understands that no other sales or solicitations are authorized by the Company and that no samples, Products or Services are to be offered to any potential client that cannot verify that they are a “Center” licensed by the State of Colorado. Sales Representative is obligated to secure copies of all Client licenses, in addition to Federal tax ID numbers and State and Local Sales tax numbers. Sales Representative shall secure authorization papers from any staff or employee of the Center with whom he/she does direct business authenticating that such person has authority to act in that role or position with the Center. Sales Representative shall submit to all Centers doing business with the Company all paperwork showing the license status of the Company and an “Authority to Represent” document from Infinite Interactions, LLC.
Sales Representative shall be responsible for compliance with all State regulations regarding the possession, documentation, inventory records and transportation records regarding the sale or movement of any Products or Services manufactured or provided by the Company pursuant to SB13-241 and any and all regulations set forth by the Colorado Department of Agriculture or any such department deemed necessary by the appropriate governing authorities. These records shall be updated on a daily basis and made available to Company Manager on request.

1.4 Fees and Compensation. Compensation for these services shall be 10% of total GROSS sales for any Product or Service sold or contracted by Sales Representative.

1.5 Provisions for Commissions. The commission rates and time periods set forth in this paragraph shall commence as of the date of the first invoice on the Contract; provided, however that no commission will be due and payable to Sales Representative until five ( 5 ) working days from receipt of payment of Company from any customer on the Contract for any underlying invoice. Unless otherwise specified, commissions will be paid on a monthly basis. Commissions will be paid on fees for products or services rendered but shall not include freight, supplies, operational/managerial, incidentals, and other charges incidental to the performance of said products or services. Returns will be charged against commissions on a monthly basis. For purposes of this Agreement, “Contract” shall mean any agreement and/or order of Company’s Products or Services sold or arranged by Sales Representative or and of his/her staff. Any and all commissions payable by Company to Sales Representative under this Agreement shall terminate on the 1st day of the 1st full month after termination of this Agreement and Company shall then be discharged and released of any further obligation to pay commissions to Sales Representative under this Agreement.
Commission and Bonus rates are subject to change and can be amended with 7 days notice to Sales Representative, effecting only future payout months if within a monthly cycle as stated above. Existing rates remain in effect during the notification period with all standing commissions due as stated above.

1.6 Independent Contractor Status. This Agreement shall not create a partnership, joint venture, agency, employer/employee or similar relationship between Company and Sales Representative. Sales Representative shall be an independent contractor. Company shall not be required to withhold any amounts for state or federal income tax or for FICA taxes from sums becoming due to Sales Representative under this Agreement. Sales Representative shall not be considered an employee of Company and shall not be entitled to participate in any plan, arrangement or distribution by Company pertaining to or in connection with any pension, stock, bonus, profit sharing or other benefit extended to Company’s employees. Sales Representative shall be free to utilize his/her time, energy and skill in such manner as he/she deems advisable to the extent that he/she is not otherwise obligated under this Agreement.

a. Sales Representative shall bear any and all costs or expenses incurred by Sales Representative to perform his/her obligation under this Agreement, including, but not limited to, vehicle insurance, travel expenses and telephone expenses.

b. The rights and duties of Sales Representative under this Agreement are personal and may not be assigned or delegated without prior written consent of Company.

c. Sales Representative is not authorized to extend any warranty or guarantee or to make representations or claims with respect to Company’s services without express written authorization from Company.

d. Sales Representative shall indemnify and hold Company harmless of and from any and all claims or liability arising as a result of negligent, intentional or other acts of Sales Representative or his/her agent or representatives.

Company shall indemnify and hold Sales Representative harmless of and from any and all liability attributable solely to the negligent, intentional or other acts of Company or its employees.

1.7 Termination. This Agreement may be terminated by either party without cause by giving the other party thirty (30) days written notice of termination. Such notice shall be given to the Company at its principal office, addressed to the President, or to the Sales Representative at the address designated above. The provisions of sections 2, 3, 4 and 5 under this agreement shall survive termination. Should this agreement be terminated by the Company due to lack of financing or other reason beyond Sales Representative’s control, the Company will issue the Sales Representative the stock options provided for in provision 1.7 above, on a pro-rata basis.

Confidentiality

2.1 “Confidential Company Information” means all of the Company’s system architecture, planning, marketing, financing, and other proprietary know-how (except that excluded herein), whether or not the know-how is the subject of a pending patent application or is a patentable invention. Confidential the Company Information may be contained in oral communications, as well as in any tangible expressions referring or relating to the Company’s systems and business practices, including, without limitation, software and hardware, manuals, notes, documentation, technical information, drawings, diagrams, specifications, formulas, industry contacts, and know‑how related to any of the Company’s services; any information regarding products and services incorporating the technology of other companies; and any other information that is clearly marked as confidential or proprietary, or which under the circumstances should in good faith be treated as confidential. In addition, all text, writings, materials and information developed, created or produced by Sales Representative for the Company]shall constitute Confidential Company Information. Source materials, information and technology developed by Sales Representative under this Agreement shall also be deemed Confidential Company Information upon its conception. Confidential Company Information does not include any information that: (i) was known to it prior to its receipt from Company; (ii) was received by Sales Representative from a third party without violation of a nondisclosure obligation of that third party; (iii) is independently developed by or for Sales Representative without using Confidential Company Information; or (iv) is or becomes a part of the public domain through no violation of this Agreement. Sales Representative shall have the burden in any dispute of showing that information is not Confidential Company Information.

Ownership by The Company. All Confidential Company Information disclosed by Company, all materials referring or relating to Confidential Company Information, any software, hardware, equipment or devices incorporating any Confidential Company Information are and shall remain the sole and exclusive property of the Company and, except as set forth in this Agreement, Sales Representative shall have no interest in or rights to use or disclose Confidential Company Information.

Use of Confidential Company Information. Sales Representative agrees that all Confidential Company Information disclosed to Sales Representative is subject to this Agreement and will be received and held in confidence by Sales Representative. Sales Representative will take all necessary steps to prevent disclosure of Confidential Company Information to others and will not use or disclose Confidential Company Information except as set forth in this Agreement or with the express prior written consent of Company.

Employee and Third Party Agreements. Sales Representative agrees that Confidential Company Information disclosed to it under this Agreement and any plans, contacts, software, hardware, equipment or devices incorporating any Confidential Company Information may be disclosed or delivered to third parties only with the prior written consent of the Company. Sales Representative shall be responsible for ensuring that any permitted third-party recipients of Confidential Company Information have signed a Confidential Disclosure and Non-Use Agreement satisfactory to the Company having obligations of non-disclosure and non-use at least equivalent to those contained in this Agreement.

Company Materials. Sales Representative will safeguard and return to the Company their engagement ends, or sooner if the Company requests, all documents and property in their care, custody or control relating to the engagement or the Company’s business, including without limitation any documents that contain the Company’s confidential information. Sales Representative shall also furnish to the Company a certificate from an officer of Sales Representative verifying that all records relating to Confidential Company Information have been destroyed or returned to the Company.

Proprietary Notices. Sales Representative shall not remove, obscure or alter any notice of patent, copyright, trade secret or proprietary right on any Confidential Company Information without the Company’s prior written authorization.

Notification of Unauthorized Disclosure. Sales Representative shall immediately notify the Company of any actual or suspected unauthorized use or disclosure of Confidential Company Information, and will cooperate with the Company in obtaining injunctive or other equitable relief and in any suit for damages. If Sales Representative of any permitted third-party recipients of Confidential Company Information receives a subpoena or other legal process seeking disclosure of the Confidential Company Information, Sales Representative shall immediately notify Company and cooperate fully with the Company in contesting such disclosure.

Continuing Duty. Sales Representative’s agreement to protect the Company’s confidential information applies both while Sales Representative is engaged by the Company and after the engagement by the Company ends, regardless of the reason it ends.

Sales Representative Covenants and Agrees:

Sales Representative Representations and Warranties. Sales Representative represents and warrants that (a) Sales Representative has the full power and authority to enter into and to fulfill the terms of this Agreement and to grant the rights described herein; (b) Sales Representative has not entered and will not enter into any agreements or activities that will or might interfere or conflict with the terms hereof; (c) the Work is and will be wholly original with Sales Representative and not copied in whole or in part from any other Work except materials in the public domain or supplied to Sales Representative by Company; and (d) neither the Work nor the use thereof infringes upon or violates any right of privacy or publicity of, or constitutes a libel, slander or any unfair competition against, or infringes upon or violates the copyright, trademark rights or other intellectual property rights of any person or entity.

Indemnity. Sales Representative agrees to indemnify and hold the Company harmless against any losses, damages or costs, including attorney’s fees, arising from the unauthorized disclosure or use of Confidential Company Information or any software, hardware, equipment or devices incorporating any Confidential Company Information by Sales Representative or by third parties to whom Sales Representative has without Company permission disclosed or delivered Confidential Company Information or any software, hardware, equipment or devices incorporating any Confidential Company Information.

Sales Representative’s Performance of Services. Sales Representative shall perform the Services in a professional manner in accordance with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. Sales Representative warrants that the Services performed by Sales Representative, and any permitted third parties over whom Sales Representative has legal and/or actual control or supervisory authority (including, without limitation, any agents, employees, or other Sales Representatives) shall be conducted in strict accordance with this Agreement. Sales Representative furthermore warrants that Sales Representative shall not use any materials without proper authorization during performance of the Services, and warrants that all services provided under this Agreement shall be original. Sales Representative shall perform the Services within the time and at the cost provided above.

Confidentiality of Others. Sales Representative acknowledges it is the Company’s policy not to improperly obtain or use confidential, proprietary or trade secret information that belongs to third parties, including others who have employed or engaged Sales Representative or who have entrusted confidential information to Sales Representative. Sales Representative will not use for the Company’s benefit or disclose to the Company confidential, proprietary or trade secret information that belongs to others, unless Sales Representative advises the Company that the information belongs to a third party and both Company and the owners of the information consent to the disclosure and use.

No raiding of Employees. So long as Sales Representative is engaged by the Company and for twelve (12) months after their engagement ends, regardless of the reason it ends, Sales Representative will not on Sales Representative’s behalf or on behalf of a client of Sales Representative directly or indirectly solicit any employee to leave his or her employment with Company. This includes that Sales Representative will not (a) disclose to any third party the names, backgrounds or qualifications of any Company employees or otherwise identify them as potential candidates for employment; (b) personally or through any other person approach, recruit or otherwise solicit employees of Company to work for any other employer; or (c) participate in any pre-employment interviews with any person who was employed by the Company while Sales Representative was engaged by the Company.

No Disparagement or Interference. Sales Representative will not disparage the Company or its business or products and will not interfere with the Company’s relationships with its customers, employees, vendors, bankers or others. This applies both while Sales Representative engaged by the Company and after this engagement by the Company ends, regardless of the reason it ends.

Other Engagements While Engaged By Company. While Sales Representative is engaged by the Company, Sales Representative will not do work that competes with or relates to any of the Company’s products or activities without first obtaining the Company’s written permission. Any business opportunities related to the Company’s business that Sales Representative learns of or obtains in the course of their engagement by the Company belongs to the Company, and Sales Representative will pursue them only for Company’s benefit.

Noncompetition After Engagement by the Company Ends. For twelve (12) months after Sales Representative’s engagement by the Company ends, regardless of the reason it ends, Sales Representative will not, directly or indirectly: (a) sell, market or propose to sell or market products that compete or will compete with the Company’s then existing or reasonably anticipated products (“Competing Products”) in any geographic area where the Company’s products are then marketed, (b) design or develop Competing Products, or (c) work for or with, or provide services or information to, any person or entity that (i) sells, markets or proposes to sell or market Competing Products in any geographic area where the Company’s products are then marketed, (ii) is designing or developing Competing Products, or (iii) is shown on the attached list of Competing Companies. Sales Representative understands that in cases where this non-competition provision does not apply, Sales Representative is still subject to all other obligations to the Company, including obligations related to the Company’s inventions, copyrights and confidential information.

Disclosure of Other Work. Before Sales Representative undertakes any Work during their engagement by the Company or within twelve (12) months after this engagement ends that will involve subject matter related to the Company’s activities, Sales Representative will fully disclose the proposed Work to the Company.

Reasonableness of Terms. Sales Representative acknowledges that the terms of this agreement are reasonably necessary to protect the Company’s legitimate business interests and acknowledges that when this engagement with the Company ends, Sales Representative’s experience and capabilities are such that Sales Representative can obtain other engagements or employment that does not violate this agreement, and that an injunction to enforce this agreement will not prevent Sales Representative from earning a reasonable livelihood.

Future Consulting or Employment for the Company. If, after Sales Representative’s engagement by the Company ends, the Company employs Sales Representative or engages Sales Representative again, then this agreement shall apply to their later employment(s) or engagement(s) unless they follow a period of a year or more during which Sales Representative was neither employed nor engaged by the Company. If this agreement becomes applicable to an employment relationship, the references in this agreement to their engagement by the Company shall be treated, as appropriate, as referring to Sales Representative’s employment relationship with the Company.

No Conflicting Agreements. Sales Representative is not a party to any agreements, such as confidentiality or non-competition agreements, that limit Sales Representative’s ability to perform their duties for the Company.

3.13 Compliance with Law. Sales Representative shall perform the Services in accordance with and shall comply with all applicable laws, ordinances, requirements, directions, rules, statutes, regulations and lawful order.

3.14 Restricted Publication. Any publication by Sales Representative of information based upon information provided to or provided by the Company shall be subject to the prior review and written approval of the Company.

Confidentiality by Employees and Others. The Company hereby authorizes Sales Representative to disclose Confidential Company Information, on a need to know basis, to employees of Sales Representative or any persons contracting for services to Sales Representative, who will be performing services in accordance with this agreement. Such employees will execute this agreement and in so doing, agree to be bound by the terms here of as if they were Sales Representative.

Agreement Confidential. Except as an authorized representative of the Company may otherwise consent in writing, Sales Representative will not disclose the nature of any work that Sales Representative has performed under this Agreement, or any information regarding the Company’s products, services, processes, inventions, or materials.

Intellectual Property Rights

Company Ownership of Intellectual Property Rights. Sales Representative agrees and acknowledges that the Company owns all intellectual property rights in materials or information developed by the Company, Sales Representative, or as a result of cooperation between the Company and Sales Representative, that relates in any way to or is based on Confidential Company information or technology being developed by the Company. Sales Representative shall regularly and promptly disclose information and technology developed by Sales Representative that relates in any way to or is based on Confidential Company information to the Company. Any information and technology developed by Sales Representative under this Agreement shall be deemed a “work for hire” for purposes of copyright ownership.

Work-for-Hire Provisions. The Work product of Sales Representative’s services provided pursuant to this Agreement is the “Work.” To the extent that the Work includes any material subject to copyright, that Work is done as and constitutes a “work for hire” as defined under US all other relevant copyright laws to the fullest extent permitted, and as a result Company shall own all copyrights and trademarks in and to such Work.

Cooperation with Company. Sales Representative hereby assigns any and all rights, title or interest that it may now or hereafter have in any Confidential Company information and related patent, copyright, trade secret and other proprietary rights. Sales Representative shall take such additional actions (including without limitation, the executions and delivery of separate assignments and additional documents) as the Company may reasonably request to effect, perfect or evidence such assignment or the Company’s ownership of all Confidential Company information and related proprietary rights. To the extent that the Work includes any material subject to copyright which is not “work for hire,” or is subject to patent, trade secret, or other intellectual property protection, Sales Representative hereby irrevocably assigns, transfers and conveys to Company, and its successors and assigns, all right, title and interest in and to the Work, including all copyrights, trademarks, patents, trade secrets, and other intellectual property rights therein (including extensions and renewals thereof and the right to license and assign). Sales Representative shall execute and deliver such instruments and take such other actions as may be required and requested by Company to carry out the assignment made pursuant to this section. Contractor hereby waives any so-called “droit moral” rights, “moral rights of authors” and all other similar rights however denominated throughout the world. Company shall not be obligated to either exercise any of the rights granted to Company herein, make any use of any of the Work, or attribute the Work to Sales Representative.

Prior Inventions and Materials. The Company expects Sales Representative to make use of all resources available to Sales Representative to complete the services and development tasks set forth herein. Inventions, innovations and writings shall be considered general knowledge or skill of the Sales Representative and shall become the property of the Company to the extent utilized by Sales Representative in providing services hereunder, as set forth in section 4.1 of this Agreement. Sales Representative shall not disclose to the Company any information subject to claims or confidential agreements between the Sales Representative and any third parties. Inventions and proprietary material (if any) that shall remain the possession of client shall be listed in Exhibit D. Company shall have no claim to these inventions or materials.

Protection. Nothing in this Agreement shall be deemed to prevent the Company from preparation and prosecution of applications for and the procurement, issuance, maintenance, enforcement and defense of patents, trademarks, service marks, and/or copyrights, throughout the world, based on inventions, and/or subject matter or combinations thereof, disclosed under this Agreement.

Limitation. Notwithstanding any terms of this Agreement appearing to be to the contrary, this agreement does not apply to any Invention or Work of Sales Representative for which no equipment, supplies, facilities or trade secret information of the Company was used and which was developed entirely on Sales Representative’s own time, unless (a) the Invention or Work relates (i) directly to the Company’s business or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the Invention or Work results from any services Sales Representative provided to the Company.

Miscellaneous Provisions

Relationship Between the Parties. Nothing contained in this Agreement shall be construed as creating any partnership or joint venture between Sales Representative and the Company. Sales Representative undertakes to perform under the terms of this Agreement as an independent contractor. Sales Representative has no authority to create any obligation, express or implied, on behalf of, or to bind the Company, except as specifically authorized in this Agreement.

Entire Agreement; Waiver; Assignment. This Agreement contains the entire understanding of the parties with respect to its subject matter and supersedes all other agreements and offers with respect to such subject matter. This Agreement may not be assigned by Sales Representative without the prior written consent of the Company. The provisions of this Agreement may not be waived or changed except by a writing signed by the party against whom enforcement of the waiver or change is sought. No waiver of any breach shall constitute a subsequent waiver of any subsequent breach. This Agreement shall be binding on and inure to the benefit of the parties’ successors and permitted assigns.

Breach of Agreement. In the event of an actual or alleged breach of this Agreement by Company, or under any other circumstances whatsoever, any rights and remedies Sales Representative may have against Company or its successors or assigns will be limited to the right to recover actual damages, if any, in an action at law. Sales Representative hereby waives any right or remedy in equity, including but not limited to any right to rescind or terminate Company’s rights hereunder or to seek or obtain injunctive relief of any kind.

Acknowledgment of Irreparable Harm. Sales Representative acknowledges that the Confidential Company Information contains trade secrets and other proprietary information, and that any disclosure or use of the Confidential Information other than as expressly permitted herein will cause irreparable harm to the Company. Sales Representative therefore agrees to the entry of temporary, preliminary and permanent injunctions by any court of competent jurisdiction to prevent breach, or to compel performance, of this Agreement. This remedy is in addition to any other remedy available to the Company.

Notices. Any notice required or permitted to be given under this Agreement shall be in writing and may be personally delivered or sent by courier service, telegraph, telex, or facsimile copier, and shall be deemed given when delivered or sent to the address given at the outset of this Agreement, or as subsequently changed by notice.

Governing Law; Dispute Resolution

This agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of Colorado. The parties recognize that remedies at law may be inadequate to protect the Company against the breach of this Agreement and the parties therefore consent to the granting of injunctive relief, whether temporary, preliminary or final, to the Company with proof of actual damages.

a. In the event of any dispute between the parties which arises under this Agreement, such dispute shall be settled by arbitration in accordance with the rules for commercial arbitration of the American Arbitration Association (or a similar organization) in effect at the time such arbitration is initiated, and subject further to the provisions of the Colorado Arbitration regulations, incorporated by reference. A list of arbitrators shall be presented to the Claimant and Respondent from which one will be chosen using the applicable rules. The hearing shall be conducted in the City of Denver, Colorado, unless both parties consent to a different location. The decision of the arbitrator shall be final and binding upon all Parties.
b. The prevailing party shall be awarded all of the filing fees and related administrative costs. Administrative and other costs of enforcing an arbitration award, including the costs of subpoenas, depositions, transcripts and the like, witness fees, payment of reasonable attorney’s fees, and similar costs related to collecting an arbitrator’s award, will be added to, and become a part of, the amount due pursuant to this Agreement. Any questions involving contract interpretation shall use the laws of Colorado. An arbitrator’s decision may be entered in any jurisdiction in which the party has assets in order to collect any amounts due hereunder.

Changes. No cancellation, modification, amendment, or other change in this Agreement or any provision hereof, or waiver of any right or remedy herein provided, shall be effective for any purpose unless specifically set forth in writing signed by both parties. No waiver of any right or remedy in respect of any occurrence or event on one occasion shall be deemed a waiver of such right or remedy in respect of such occurrence or event on any other occasion.

Opportunity for Legal Review. Each party has had the opportunity to review the terms of this contract with legal counsel and to negotiate the terms hereof.

Fees and Costs. If any action to enforce or interpret this Agreement is taken by the Company or Sales Representative against the other, then the substantially prevailing party in such action will be entitled to recover from the other its costs and expenses incurred in taking or defending such action, including reasonable fees of attorneys, the fees of experts and other technical advisors, and costs incurred and inclusive of any appeal.

Severability. If any provision of this Agreement is held to be invalid, void or unenforceable as written, such provision shall be interpreted so as to apply and be enforced to the maximum extent permitted by law, and the remaining provisions of this Agreement shall continue in full force and effect without being impaired or invalidated in any way.

5.11 Notice by Mail. Any notice under this Agreement shall be deemed given on the third business day following the mailing of any such notice, postage paid, to the address set forth above.

5.12 Agreement in Full. This Agreement contains the entire agreement between the parties and any representation, promise or condition not incorporated herein shall not be binding upon either party.

IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on

The______________________day of _______________________ , 20__________ , to become effective as of ___________________________ , 20_________ .

“COMPANY”

By: __________________________ ________________________________-
Managing Member Printed Name

Witness____________________________

“SALES REPRESENTATIVE”

_________________________________ ___________________________________
Signature Printed Name

Witness______________________________