The following excerpt is from the company's SEC filing.
(the "Agreement") is made and entered into effective the 20
day of October
2021, by and between MJ HARVEST, INC., a Nevada corporation (the "Company") and
(the "Contractor"), whereby Contractor agrees to provide certain consulting services to the Company.
The Company hereby engages Contractor, and Contractor hereby accepts such
an independent contractor on a part-time basis to provide to the Company services, and to serve
capacity specified in Exhibit
attached hereto and incorporated herein by this reference,
which services and position may be amended and supplemented from time to time as required by Company, (the "Services") in accordance
with the terms and conditions set forth in this Agreement.
The Company shall not control the manner or means by which Contractor performs the
but not limited to the time and place Contractor performs the Services.
Contractor shall furnish, at Contractor' own expense, the equipment, supplies and other materials used to perform the Services.
To the extent Contractor performs any Services on the Company's premises or using the Company's equipment, Contractor shall comply with
all applicable policies of the Company relating to business and office conduct, health and safety, and use of the Company's facilities,
supplies, information technology, equipment, networks, and other resources.
With regard to any matter that the Company may refer to the Contractor that
scope of the Contractor's Services, Contractor will make a good faith effort to perform such task(s) on a priority basis. The Contractor
will perform the Services only as to specific matters identified by the Company, and only when reasonably requested in writing to do
so. The scope of Contractor's responsibility will be specified by the Company; if no such specification is made, Contractor will perform
such Services as it believes appropriate for the particular
in the circumstances
of the request. Contractor will not be responsible for any Services relating to the Company unless covered by such a request.
The term of this Agreement shall commence on as of the date set forth above and shall continue on an annual basis until terminated in
writing by either
party on thirty days prior written notice.
As full compensation for the services, the
Company shall pay Contractor the compensation set forth in Exhibit B, attached hereto and incorporated herein by this reference. Reimbursement
for expenses incurred by Contractor shall be made as provided in Exhibit B.
RELATIONSHIP OF THE PARTIES.
The Contractor is an independent contractor of the Company, and this Agreement shall not be construed to create any
venture, employee, or agency relationship between Contractor and
the Company for any purpose. Contractor has no authority (and shall not hold itself out as having authority) to bind the Company and
Contractor shall not make any agreements or representations on the
s prior written consent.
Without limiting Section 4.1, Contractor will not
eligible to participate in any fringe
benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying
any income, payroll, Social Security, or other federal, state, or local taxes, making
including for unemployment or disability, or obtaining worker's compensation
insurance on Contractor's behalf. Contractor shall be responsible
and shall indemnify
the Company against, all such taxes or
including penalties and interest.
Any persons employed or engaged by Contractor
connection with the performance of the Services
and Contractor shall be fully responsible for them and indemnify the Company against any
made by or on behalf of any such employee or contractor.
The Company is and shall be, the sole and exclusive owner of all right, title, and
the world in and to all the results and proceeds of the Services performed under this Agreement (collectively, the "Deliverables"),
copyrights, trademarks, trade secrets, and other intellectual property
rights (collectively "
Property Rights") therein. Contractor agrees
that the Deliverables are hereby deemed a "
made for hire" as defined in
for the Company. If, for any
reason, any of the Deliverables do not constitute a "work made for hire," Contractor hereby irrevocably assigns to the Company,
in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables, including
all Intellectual Property Rights therein.
Any assignment of copyrights under this Agreement includes all rights of
disclosure, and withdrawal and any other rights that may be known as "moral rights"
"Moral Rights"). Contractor hereby irrevocably waive, to the extent permitted by applicable
any and all claims Contractor may now or hereafter have in any jurisdiction to any Moral Rights with respect to the Deliverables.
Contractor shall make full and prompt disclosure to the Company of any inventions or
as such terms are defined in 35 U.S.C.
100 (the "Patent Act"), made or
conceived by Contractor alone or with others during the Term, related in any way to the Services described herein, whether or not such
inventions or processes are patentable or protected as trade secrets and whether or not such inventions or processes are made or conceived
during normal working hours or on the premises of the Company. Contractor shall not disclose to any third party the nature or details
of any such inventions or processes without the prior written consent of the Company. Any patent or copyright applications relating to
the Services, related to trade secrets of the Company or which relate to tasks assigned to Contractor by the
that Contractor may file within eighteen months after expiration or termination of this Agreement, shall belong to the Company,
and Contractor hereby assign same to the Company, as having been conceived or reduced to practice during the Term of this Agreement.
Upon the request of the Company, Contractor shall promptly take such further actions, including execution and delivery of all appropriate
conveyance, as may be necessary to assist the Company to prosecute, register,
perfect, record, or enforce its rights in any Deliverables. In the event the Company is unable, after reasonable effort, to obtain Contractor'
signature on any such documents, Contractor hereby irrevocably designates and appoints the Company as Contractor' agent and attorney-in-
fact, to act for and on Contractor' behalf solely to execute and file any such application or other document and do all other lawfully
permitted acts to further the prosecution and issuance of
or other intellectual property protection related to the Deliverables with the same legal force and effect as if Contractor had
agrees that this power of attorney is coupled with an interest.
Contractor has no right or license to use,
reproduce, prepare derivative works based
or display any Deliverables. Contractor has no right or license
to use the Company's trademarks, service
trade names, trade names, logos, symbols,
or brand names.
Contractor shall require each
sub-contractors (if any)
agreements securing for the Company the rights provided for in this Section 5 prior to such employee or contractor providing any Services
under this Agreement.
that Contractor will have access to information that is treated
as confidential and proprietary by the Company,
without limitation, trade secrets,
technology, and information pertaining to business operations and strategies customers,
marketing, finances, sourcing, or operations of
Company, its affiliates, or their
in each case whether spoken, written, printed, electronic, or in
any other form or medium (collectively, the "Confidential Information"). Any Confidential Information that Contractor develops
in connection with the Services, including but not limited to any Deliverables, shall be subject to the terms and conditions of this
clause. Contractor agrees to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or
permit it to be disclosed, in whole or part, to any third party without the prior written consent of the Company in each instance, and
not to use any Confidential Information for any purpose except as required in the performance of the Services. Contractor shall notify
the Company immediately in the event Contractor becomes aware of any loss or disclosure of any Confidential Information.
Confidential Information shall not include information that:
is or becomes generally available to the
public other than through Contractor' breach of this Agreement; or
is communicated to Contractor by a third
party that had
fidentiality obligations with respect to such information.
Nothing herein shall be construed to prevent
disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court
of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required
by such law, regulation, or order. Contractor agree to provide written notice of any such order to an authorized officer of the Company
within 2 days of receiving such order, but in any event sufficiently in advance of making any disclosure to permit the Company to contest
the order or seek confidentiality protections, as determined in the Company's sole discretion.
REPRESENTATIONS AND WARRANTIES.
Contractor represents and warrants to the Company that:
Contractor has the right to enter into
this Agreement, to grant the rights granted herein and to perform fully all of Contractor's obligations in this Agreement;
Contractor has the required
and qualifications to perform the Services, Contractor shall perform
the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services
and Contractor shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner;
Contractor shall perform the Services
in compliance with all applicable federal, state, and local laws and regulations; and
Contractor represents that Contractor
will be receiving the Compensation Shares for investment purposes only and not with a view to the sale or other distribution thereof;
and consequently, Contractor will take the risk of a downturn in the price and value and Contractor shall enjoy the upside if the value
rises. Contractor will not at any time sell, exchange, transfer, or otherwise dispose of the Compensation Shares under circumstances
that would constitute a violation of the Securities Act of 1933, as amended, or the regulations promulgated thereunder; and further provided
however that contractor may sell exchange transfer or otherwise dispose of the Compensation shares so long as he complies with all applicable
laws and regulations relating thereto.
The Company hereby represents and warrants to Contractor
hat it has the full right,
and authority to· enter into this Agreement and to perform its obligations hereunder; and the execution of this Agreement
by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action.
The Contractor or the Company may terminate this Agreement for any reason, with or without cause, effective immediately upon written
notice to the other party to this Agreement, subject to the Contractor's right to payment for services performed prior to such termination,
including without limitation the Compensation Shares.
Upon expiration or termination of this Agreement for any
or at any other time upon
the Company's written request, Contractor shall promptly:
deliver to the Company all Deliverables (whether complete or incomplete) and all hardware, software, tools, equipment, or other materials
provided for Contractor' use by the Company;
deliver to the Company all tangible documents and materials (and any copies)
incorporating, or based on the C
permanently erase all of the Confidential Information from Contractor' computer systems; and
certify in writing to the Company that Contractor have complied with the requirements of this
The terms and conditions of this clause and
Section 4, Section
Section 8, Section 10,
shall survive the expiration or termination of this Agreement.
consents, claims, demands, waivers, and other communications
(each, a "Notice")
shall be in writing and addressed to the parties at the address provided for herein. All Notices shall be delivered by personal
nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified
or registered mail (in each case, return receipt requested, postage' prepaid. Except as otherwise provided in this Agreement, a Notice
is effective only if (a) the receiving party has received the Notice and (b) the party giving the Notice has complied with the requirements
of this Section. A Notice provided pursuant to this Agreement shall be delivered to the following addresses (or to such other address
by the receiving party
from time to time in accordance with this
to Company, to: MJ Harvest, Inc.
Patrick Bilton, CEO
W. Russell Road, Suite 240
Vegas, NV 89139
to Contractor, to: Randy Lanier
Bridle Path Ct.
not assign any
or delegate or subcontract any obligations, under this Agreement
without the Company's prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. The Company
may freely assign its rights and obligations under this Agreement at any time, provided that the assignee shall agree in writing to fulfill
all of Company’s executory obligation in this Agreement. Subject to the limits on assignment stated
this Agreement will inure to the
of, be binding on, and be enforceable against
parties hereto and their respective successors and
The Company shall
Contractor against all claims, actions, proceedings,
and awards (together the "Claims" ) which may be instituted,
made, threatened or alleged against or otherwise involve the Contractor, and against all losses,
damages, costs, charges and expenses (together
or incurred by the Contractor, in connection with or arising
out of the Services rendered or duties performed
the Contractor under this Agreement,
and/or in connection with or arising out of the breach by Company of any of its representations, warranties, and obligations hereunder,
except where the Claims and the Losses have arisen as a
negligence or willful misconduct of the Contractor or of the
. If and when
the Company obtains a Director and Officer Errors and Omissions and General Liability insurance policies insurance policy, the Company
agrees to include Contractor as an additional named insured under the policy so long as such insurance is in force and Contractor continues
to be a Director or Officer of the Company.
This Agreement, together with any other documents
herein by reference, and
related exhibits and schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject
and supersedes all prior and contemporaneous understandings ,
written and oral, with respect to such
This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party
and any of the
thereof may be waived,
by a written document signed by each party to this Agreement or, in the
by the party or parties waiving compliance.
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to
any choice or conflict of law provision
rule. Each party irrevocably submits to the exclusive
jurisdiction and venue of the federal and state courts located in the Clark
in any legal
out of or based upon this
or the Services provided hereunder.
any term or provision of this Agreement is invalid,
or unenforceable in any
Agreement or invalidate or render unenforceabl
or provision in
Agreement may be executed in one or
each of which shall.be deemed an
but all of
constitute one and the same instrument. A signed copy of this Agreement
e-mail or other
electronic transmission shall
to have the same
effect as delivery of an original signed copy of this
executed this Agreement, with the intent to be legally bound thereby, as of the date first set forth above.
Chief Executive Officer
Chief Operating Officer/Brand Ambassador for MJHI and its affiliated entities, Contractor will perform the following services:
with management to develop a marketing plan for the Company’s products.
as needed to execute the marketing plan for the Company’s products.
Company’s products for broad based exposure through product listings on promotional
materials and clothing, prominent display in electronic media, and obtaining testimonials
from customers and others to promote the desirability of the Company’s products. The
expectation is for at least one such product positioning event per quarter.
appropriate, mention of the Company’s products in You Tube appearances, blogs, interviews,
and/or articles on the marijuana and hemp. The expectation is for a least one such product
mention per quarter.
the Company’s products to Contractor’s followers and serve as a micro-influencer
for the products through social media.
with MJHI and its affiliates to develop additional products that can be promoted in a similar
fashion as part of an expanded MJHI product line. As additional products are developed and
readied for rollout, MJHI and Contractor will negotiate additional duties and compensation
related to the new products on a case-by-case basis. The new products will not affect or
dilute Contractor’s obligations to MJHI relating to the existing product line; however,
Company may only use any such new products developed by Contractor upon finalization of documentation
pursuant to good faith negotiations for additional compensation for Contractor.
with evaluations of acquisition candidates, strategic direction, and developing MJHI into
a growing and profitable business.
has also agreed to serve on the Board of Directors of MJHI and Contractor shall be covered
as an additional insured on MJHI’s Directors and Officers Insurance Policy. Of the
total compensation payable to Contractor as set forth in Exhibit B of this Agreement, $20,000
per annum is allocated to Directors Fees. Should Contractor, during the term of this Agreement,
cease to hold a position as a Director of MJHI, his $20,000 compensation may be reduced on
a pro-rata basis by deducting only the amount representing the number of days for which Contractor
did not render his services on the Board of Directors.
for the services to be rendered pursuant to the Independent Contractor Agreement of which this Exhibit A is a part will be as follows:
As base compensation, Contractor will earn $120,000 on an annual basis.
For purposes of this Agreement, the Base Compensation is also referred to as “Targeted
Options. Upon Agreement between the Company and Contractor, Contractor may be paid in one
or more of the following methods:
(including via Company check) on a monthly or
of the Company's restricted common stock on a quarterly basis. If payment is by restricted
common stock, the Company will factor the compensation amount up by dividing the Targeted
Compensation amount by 0.70 (the “Adjusted Amount”) to account for the costs
holding the shares for the restricted period and the costs of legal opinions and, broker
due diligence and brokerage commissions that will be incurred to sell the shares. Payment
by restricted shares will be made on the first day of each calendar quarter, and such shares
are deemed earned on the issuance date, are fully vested and non-cancellable and are
owned by Contractor on the date of issuance. The Adjusted Amount will be paid by issuance
of the number of restricted shares calculated by dividing the Adjusted Amount by the
three closing prices of Company's common stock during the
trading days preceding the first day of the next calendar quarter.
Bonus: Incentive Compensation Plan.
Agreement, the Company, in its
sole and absolute discretion,
a share bonus payable in restricted common stock of the Company ("Discretionary Bonus")
or allow the Contractor to participate in a stock based incentive compensation plan
on terms and conditions
set forth by the Board of Directors. Contractor acknowledges that Contractor has no right
to participation in a Bonus Plan or receive a Discretionary Bonus, and that such compensation
shall be at the option of the Company.
of Shares Issued for Compensation.
The shares of the Company's common stock paid to Contractor
as base compensation are referred to herein collectively as the "Compensation Shares".
Unless registered, the Compensation Shares are restricted securities with.in the meaning
of Rule 144 promulgated under the Securities Act of
The Company shall reimburse Contractor for expenses, such as required
incurred in connection with the performance
of the Services, provided that Contractor shall obtain the written approval of the Company
prior to incurring such expenses. Reimbursement will be made in accordance with the payment
options in paragraph 3.l(b).
Contractor acknowledges that it will receive an IRS Form 1099-MISC from the Company,
and that Contractor will be solely responsible for all federal, state, and local taxes, as
set out in
of the Independent Contractor Agreement.
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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