Distribution Agreement (2017)Full Document 

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Distribution Agreement

DISTRIBUTION AGREEMENT

This Distribution Agreement (the" Agreement") is made and effective November 1, 2016

BETWEEN:

True Leaf Pet Inc. (the "Company"), a corporation organized and existing under the laws of
the British Columbia, Canada, with its head office located at:

32-100 Kalamalka Lake Road
Vernon, BC, Canada, VlT 9G1

AND :

Bark to Basics (the "Distributor"), a company organized and existing under the laws of
Kansas, USA, with its head office located at:

450 S Lone Elm Rd # A,
Olathe, KS 66061, USA

WHEREAS the Company wishes to market the Products (the "Products") through the Distributor, it is agreed as follows:

1. DEFINITIONS

When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:

"Agreement" means this agreement, any Schedules attached hereto and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement;

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"Affiliate means" any company controlled by, controlling, or under common control with Company. Affiliate means any person, corporation or other entity: (I) which owns, now or hereafter, directly or indirectly 51% or more of any class of the voting stock of Company or is, now or hereafter, directly or indirectly, in effective control of Company; or (ii) 50% or more of any class of the voting stock of which Company, or a party described in paragraph (1), owns, now or hereafter, directly or indirectly, or of which Company, or a party described in paragraph (I), is, now or hereafter, directly or indirectly, in control.

"Customer'' means any person who purchases or leases Products from Distributor.

"Delivery Point" means the Company's facilities at the British Columbia, Ontario or Missouri location. Delivery point means Distributor's facilities at 450 S Lone Elm Rd #A, Olathe, KS 66061,USA

"Products" means Goods, Accessories, and Spare Parts.

"Specifications" means those specifications set forth.

"Territory'' means the aforementioned geographic area or areas.

''Trademark'' means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of Company.

2. APPOINTMENT OF DISTRIBUTOR

Company hereby appoints the Distributor as Company's exclusive distributor of Products in the Territory, and Distributor accepts that position. It is understood that Company cannot lawfully prevent its distributors located elsewhere from supplying Products for sale or use within the Territory and that it has no obligation to do so.

The Distributor shall not solicit sales of Product or promote the sale of Products outside the Territory. The Distributor shall not establish an office or warehouse outside the Territory for the sale of Products without prior approval.

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3. RELATIONSHIP OF PARTIES

  1. The Distributor is an independent contractor and is not the legal representative or agent of Company for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of Company's employees, all of whom are entirely under the control of Company, who shall be responsible for their acts and omissions.
  2. The Distributor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen's Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement, and upon request shall furnish Company with satisfactory evidence of the maintenance of such insurance.
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