EXHIBIT 10.16

[PRODUCT]

SUPPLY, DISTRIBUTION, AND LICENSING AGREEMENT

This Supply, Distribution, and Licensing Agreement (“Agreement”) is made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between [COMPANY], (“[COMPANY]”) and  [COUNTERPARTY] a company incorporated under [GOVERNING STATUTE] and having its registered office at [ADDRESS] (“Licensee”). [COMPANY] and Licensee may be referred to herein collectively as the “Parties.”

WHEREAS, [COMPANY] is engaged in the manufacture and development of a bio-nutrient based concentrate, (“Concentrate”) the invention, formulas and other intellectual property of which is an industrial secret of [COMPANY]; and

WHEREAS, [COMPANY] is authorized to grant the rights as permitted in this Agreement relating to the Concentrate, Products (as defined herein) and its associated trademarks, logos, and other approved intellectual property, which are set forth in Schedule A attached hereto and incorporated herein by reference, as such Schedule A may be amended from time to time (“[PRODUCT] IP”); and

WHEREAS, the Licensee desires to use the Concentrate, [PRODUCT] IP and Packaging (which may include, but not be limited to, containers, labels, hangtags, displays, and/or signage) (the "Packaging") in connection with the manufacture, production, sale, distribution, and marketing of cannabis-based products approved by [COMPANY] (“Products”), solely as approved by [COMPANY] pursuant to the terms of this Agreement; and.

NOW, THEREFORE, in consideration of the promises and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.

DEFINITIONS.  The following terms shall have the following definitions for the purposes of this Licensing Agreement.

1.1

[PRODUCT] IP. The term [PRODUCT] IP shall refer to all intangible property rights owned by [COMPANY] relating in any way to the [PRODUCT] brand and products, including but not limited to the Concentrate, Products, Trademarks (as defined herein) or [COMPANY]’s processes, know-how, formulas, trade secrets, technical operations, cultivation or processing techniques, business processes and methods, Internet websites, or other technologies which relate to [COMPANY]’s technical, scientific, research, process, technique, methods or technologies relating to, or used in conjunction with the Products, or Concentrate, patented and patentable designs and inventions, all design, plant and patents, service marks, trade names, brand names, logos, copyrights, trade dress and other proprietary source-identifying indicia of goods and services whether or not patentable, or subject to copyright, trade secret, or other intellectual property protection.