Term and Termination. This Agreement shall commence on the Effective Date and shall continue for a period of twelve months thereafter. This Agreement may be extended by the written consent of the Parties. Notwithstanding, Company may immediately terminate this Agreement upon written notice to Service Provider within the first 30 days after the Effective Date of this Agreement. Further, at any time during the term of this Agreement, Service Provider or Company may terminate this Agreement, for any reason, upon 60 days’ notice provided. If this Agreement is terminated pursuant to this Section, Company shall be liable for payment to Service Provider pro rata from the Effective Date to the operative date of termination as contemplated herein

 

Independent Contractor. The relationship between the Parties is that of independent contracting parties. Nothing contained in this Agreement or the course of conduct between the parties will be considered to form a partnership, employment relationship, or any other relationship except that of independent contractor. In performance of the Services under this Agreement, Service Provider is an independent contractor with the authority to control and direct the performance of the Services.

 

Taxes, Benefits, and Expenses. Service Provider is responsible for all expenses connected with the performance of the Services to the Company under this Agreement. Service Provider shall be solely responsible to pay all applicable federal, state, and local taxes and to file all related returns and reports in connection with the performance of Services to the Company under this Agreement. Service Provider acknowledges that the Company has no obligation to and will not withhold taxes of any kind or nature with respect to the Services performed by Service Provider. Service Provider shall indemnify and hold the Company harmless to the extent of any obligation of the Company to pay any taxes, whether income or otherwise, including any withholding taxes, social security taxes, unemployment taxes, or disability insurance or similar items in connection with any payments made to Service Provider by the Company.

 

Confidentiality. Neither Party shall use, exploit, or make known to any person or business entity, any information directly or indirectly received by a Party or acquired pursuant to the relationship created by this Agreement.

 

Reasonableness. Company acknowledges and agrees that it has weighed all the facts, conditions, and circumstances pertaining to this Agreement, has been afforded an opportunity to consult with counsel of its choice concerning this Agreement and its legal effect, and acknowledges that all of the provisions of this Agreement are reasonable. Service Provider shall not contest the validity of any provision of this Agreement and waives any and all rights that Service Provider may have to bring any claim, action, or suit or to raise any defense regarding the validity and reasonableness of this Agreement or any of its provisions.

 

Ownership of Intellectual Property. All intellectual property and related material (the Intellectual Property”) that is developed or produced under this Agreement will be the property of the Company.

 

Service Provider’s Right to Use Company Intellectual Property. The Company agrees to allow Service Provider to use its intellectual property and other intellectual property that the Company controls to the extent reasonably necessary to perform the Services pursuant to this Agreement. Beyond that, the Company is not giving the Service Provider any intellectual property rights, unless specifically stated otherwise in this Agreement.

 

Waiver of Potential Conflicts. Service Provider is engaged with various cannabis companies in Michigan. Company waives any potential conflict presented by Service Provider offering services to other companies that may compete with Company in Michigan or other geographic commercial cannabis markets.

 

Assignment. The rights and obligations conferred under this Agreement may not be assigned by Company without the prior written consent of Service Provider. This Agreement will be binding on, inure to the benefit of, and be enforceable by the successors and assigns of the Parties; provided, however, that no assignment of this Agreement will be effective without the express written consent of the other Party.

 

Governing Law. This Agreement is a contract made under, and shall be governed by and construed in accordance with, the laws of the State of Michigan without giving effect to its choice-of-law principles.

 

Dispute Resolution. In the event of a dispute between the Parties arising out of or related to this Agreement, the parties shall set up an initial negotiation meeting to negotiate, in good faith, and settle the dispute, within 14 days of the first Party providing notice of its dispute. If, within 14 days after such meeting, the Parties have not succeeded in settling the dispute, they shall submit the dispute to mutually agreeable private mediator. If the parties are not successful in settling the dispute within thirty (30) days after the mediation session, then the dispute shall be submitted to binding arbitration under a mutually agreed to organization not affiliated with either Party.

 

Notices. Each of the Parties hereto agrees that notices required under this Agreement may be made by U.S. First Class Mail or Email sent to:

Service Provider at:          

Qonkur Media Group, LLC

850 E Nine Mile

Ferndale, MI 48220

hello@qonkur.com

 

Waiver. The failure of either Party to require the performance of any term or obligation of this Agreement, or the waiver by either party of any breach of this Agreement, shall not prevent any subsequent enforcement of any term or obligation or be deemed a waiver of any subsequent breach.

 

Indemnity. Service Provider shall indemnify and hold harmless Company from any liability arising from actions taken by Service Provider in performing the Services pursuant to this Agreement. Company shall indemnify and hold harmless Service Provider from any liability arising from actions taken by Company. 

 

Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court of competent jurisdiction finds that any provision is invalid and unenforceable as written, that provision will be deemed modified in a manner consistent with the intent of the original provision, so as to make it valid and enforceable. This Agreement, and the application of the provision to persons or circumstances other than those with respect to which it would be invalid or unenforceable, shall not be affected.

 

Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties and supersedes all other agreements and understandings, both written and oral, of the parties relating to the subject matter of this Agreement.

 

Representations and Warranties. Service provider represents and warrants to Company that:

 

  1. Service Provider shall perform its Services pursuant to a commercially reasonable standard.

  2. Service Provider shall commit sufficient time to complete the projects and scope of work provided by Company.

  3. Service Provider complies in all material respects with all laws, rules, and regulations applicable to Service Provider’s business and services.

 

Service Provider shall cause their representations and warranties above to remain true during the term of this Agreement, and they shall promptly notify Company if any representation and warranty becomes untrue.

 

Counterparts; Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile or electronic transmission, and a facsimile or electronic version of this Agreement or of a signature of a party will be effective as an original.

 

Miscellaneous. The Company agrees and acknowledges that their activities may violate federal law regarding Controlled Substances and agrees to accept all consequences of such violation.