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Letter of Intent [Company] and [Company]

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Uploaded document: Letter of Intent [Company] and [Company] 3-28-19.docx (303.5 KB)

April ___ [YEAR]

Re: Letter of Intent - “White Label” or Co-brand Transaction

Dear [INDIVIDUAL]:

I hope this finds you well. Thank you for taking the time to meet with my colleagues, [INDIVIDUAL] and [INDIVIDUAL] recently to discuss how our two companies may be able to work together in this dynamic CBD space. This letter of intent (this “LOI”), together with the proposed term sheet (“Term Sheet”) attached hereto as Exhibits A, sets forth certain nonbinding understandings and certain binding agreements between [COMPANY], an [STATE] corporation (“[COMPANY]”), and [COMPANY], an [STATE] limited liability company (“[COMPANY]”), with respect to a proposed white-label/co-brand/investment transaction and the execution of such other documents as [COMPANY] and [COMPANY] determine are appropriate, on the terms and subject to the conditions set forth below in this LOI (collectively, the entire relationship between [COMPANY] and [COMPANY] being referred to as the “Proposed Transaction”).

I. NONBINDING UNDERSTANDINGS

The following numbered paragraphs reflect the parties’ current understanding of the matters described herein, and shall confirm the discussions to date between the parties hereto, but do not constitute a definitive statement of, or a legally-binding commitment on the part of, any party with respect to the matters described therein and do not impose on any party any duty or obligation to negotiate towards or conclude any such agreement or commitment. For purposes of this LOI, any monetary references made herein are in United States Dollars.

Description of Proposed Transaction. [COMPANY] has developed and/or acquired certain technology relating to: (a) the processing and production of hemp-derived Cannabidiol or CBD, and (b) the processing and integration of such ingredients into certain oils and media for ingestion and use. [COMPANY] has developed certain patent-pending, genetic-testing technology as sold in the form of a home kit for the purpose of determining how a person’s body may best metabolize CBDs and the applicable doses thereof. As more fully set forth in Exhibit A (the “Term Sheet”), the parties intend to establish a strategic partnership to (i) market and sell [COMPANY] genetic-testing kits and related reports (hereinafter referred to as “Products”) to provide recommendations to customers interested in using CBD and related compounds for relief of certain conditions; (ii) use the information provided by [COMPANY] tests to recommend certain CBD and related compounds produced and sold by [COMPANY] to customers of [COMPANY] and [COMPANY]; and (iii) provide educational information to customers of [COMPANY] and [COMPANY].

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Letter of Intent [Company] and [Company]

M&A Agreements -- US - General