Pursuant to a formalized relationship between the Company and Divine Development Corp (hereinafter referred to as
“Divine” and “DDC, & PPP”), the parent company of PowerPlant Park the parties to this Agreement, intending to be legally
and morally bound, agree to the following terms and conditions.
Whereas, PPP and Divine are engaged in cannabis cultivation, processing, manufacturing and wholesale and retail
distribution in California, and it is agreed that the parties may have an opportunity to form a mutual relationship in
furtherance to current activities related to the leasing of space, purchase of greenhouse(s) and other related cultivation
activities included wholesale and retail distribution and other potential opportunities between the parties.
It is agreed by our signatures that we confirm that we have full authority to execute this Agreement. By signatures and
execution of this agreement, each of the named parties agree that any corporation, firm, company, individual and/or the
like in which either signatory is a principal or partner, and/or for which the signatory is an agent, officer, employee, or the
like is bound by this Agreement.
This Agreement is to be and remain in full force and effect commencing with the date of the execution of this
Agreement and for a period of no less than eighteen (18) months from either the date of termination of this Agreement, or
from the date of the first funding and/or closing for the PPP made possible by the parties to this Agreement,
whichever occurs first. This Agreement is to be fully applicable to all transactions, present and future, resulting from
each introduction, including all subsequent, follow-up, repeat, extended, renegotiated and new transactions as well as
initial transactions that occur during the term of this Agreement.
Whereas, it is normally required to make valuable confidential disclosures by each party hereof to each other in order to
realize and/or complete the transactions indicated above, it is understood that the parties involved in and to this
Agreement may learn valuable information from one another. This includes, but not limited to, the names, addresses,
email, telephone numbers, websites, and the like, of banks, lending institutions, corporations, applicants, individuals, trusts,
lenders, borrowers, buyers or sellers, sources, agents, investors, brokers, clients, and the like, introduced by either of the
above-named parties to the other, all hereinafter referred to as “Contact(s).” It is agreed that the Contact information
introduced by either of the parties to the other is the property of the introducing party unless the other party proves that
they have had prior business involvement and written communication with said Contact. If this is the case, the party who
shows proof of prior business involvement and written communication in reference to the other sources will not be liable.
Other than this, each party agrees to keep all contact information of the other party confidential. Each of the parties will
not disclose any Contact Confidential Information of each other to third parties, except those directors, brokers, officers,
employees, consultants and agents who are required to have the information in order to carry out the discussions of the
contemplated business, hereinafter known as a “Required Third Party.” The party who is given Confidential Information
agrees that they will have any Required Third Party sign a Non-Circumvention and Non- Disclosure Agreement in content
substantially similar to this Agreement. Each of the parties agree that they will take all reasonable measures to protect the
secrecy of and avoid disclosure or use of Confidential Information of the other in order to prevent it from falling into the
public domain or the possession of persons other than those persons authorized hereunder to have any such information.
The measures shall include the highest degree of care that each of the parties utilizes to protect its own Confidential
Information of a similar nature. Each party agrees to notify the other in writing of any misuse of such Confidential
Information of the other that may come to its attention.
Commencing with the date of the execution of this Agreement, the parties agree to not make any contact with, solicit or
otherwise be involved in any transaction(s) with regard to any Contact that PPP introduces to
the introduces to PPP, without the express written permission of the
introducing party. It is agreed that the Contact information introduced by either of the parties to the other is the
exclusive property of the introducing party, unless the other party proves that they have had prior business involvement
and written communication with said Contact. As such, the parties to this Agreement will not negotiate, or participate in
any transaction with any of the revealed Contacts, without first entering into a written agreement with the introducing
party of the Contact. This applies to all transaction(s) entertained by the parties hereto, including subsequent, follow-up,
repeat, extended, or renegotiated transaction(s) as well as the initial transaction(s), and any future transactions, for the
term of this Agreement, regardless of the success of the project.
In the event of disclosure or circumvention by any party covered by this Agreement, it is agreed and guaranteed that a
legal monetary penalty equal to the maximum fee or profit the circumvented party should have realized in and from
such transaction, including, but not limited to, punitive damages and the like shall and will be paid by the party engaged
in such disclosure or circumvention. Further, in the event that any legal proceeding commences to enforce and/or
interpret the terms of this Agreement, then in that event and in addition to any other aforementioned compensation,
the prevailing party shall be entitled to any costs and reasonable legal/attorney fees and expenses.
The parties shall be entitled to all appropriate relief, including injunctive and other equitable relief, to enforce the
provisions of this Agreement.
It is understood that each party is an independent contractor and no agency relationship is created by this
Agreement. Each party is responsible to pay its own withholding, unemployment compensation, worker’s
compensation, social security and/ or other similar Federal, state, or local taxes.
Either party may terminate this Agreement, if the other party is in material breach of this Agreement and fails to cure
that breach within thirty (30) calendar days after the receipt of a written notice from the non-breaching party specifying
such breach. In the case of the client terminating the agreement, PPP will continue to enforce the non-circumvent of this
agreement for a period of sixty (60) months.
Assignment and Delegation
Neither party shall assign or delegate this Agreement or any rights, duties or obligations hereunder to any other
person and/or entity without prior express written approval of the other party.
This Agreement contains the entire agreement and understanding concerning the subject matter hereof and
supersedes and replaces all prior negotiations, proposals, and actual agreements, written or oral. Neither of the
parties may individually alter, amend, nor modify this Agreement except by an instrument in writing signed by all
parties or their duly authorized representatives.
In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal
or unenforceable in any respect, except in those instances where removal or elimination of such invalid, illegal, or
unenforceable provision or provisions would result in a failure of consideration under this Agreement, such invalidity,
illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if
such invalid, illegal or unenforceable provisions had never been contained herein.
The paragraph headings set forth in this Agreement are for the convenience of the parties, and in no way define, limit, or
describe the scope or intent of this Agreement and are to be given no legal effect.
All notices, demands, or other communications under this Agreement shall be in writing and shall be deemed given if
served personally or sent by fax, email, overnight courier, or certified mail, postage prepaid, and addressed to the
known individual or corporate addresses.
No Waiver of Rights
Either party's failure to insist on strict performance of any provision of this Agreement shall not be deemed a waiver of
any of its rights or remedies, nor shall it relieve the other party from performing any subsequent obligation strictly in
accordance with the terms of this Agreement. No waiver shall be effective unless it is in writing and signed by the
party against whom enforcement is sought.
Signed facsimile transmissions of this document shall be considered an original of the document and shall have the same
effect and force as signed hard-copy originals of the document. It shall be binding and legally enforceable as any full
recourse commercial contract.
Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, successors and permitted assigns.
Governing Law and Venue
This Agreement will be governed and construed in accordance with the laws of the State of California and the
courts of such State shall have exclusive jurisdiction and venue.