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LETTER OF INTENT

We Trade Corporation
10 Four Seasons Place, Suite 1000, Toronto, Ontario M9B 6H7

26 February 2021

Wenerhouse Music Inc


500 King St. W, Toronto,
ON, M5V 1L8, Canada

To whom it may concern:

RE: Proposed Exclusive Supply and Distribution Agreement

This Letter of Intent shall confirm our discussions with respect to the following:

(a) We Trade Corporation (the “Supplier”) has undertaken research and created a product, described
as follows (the “Product”): Roll On, Tincture, Salve, Hemp blunt rap (with artificial nicotine).

(b) Wenerhouse Music Inc. (the “Distributor”) is engaged in the following business activities:
Distribution.

(c) The Supplier intends to provide the Product to the Distributor for exclusive distribution.

(d) The parties wish to formalize their relationship, and to set out the terms and conditions
governing (among other things) the ownership (white label) and commercial distribution of the
Product; and

(e) The Supplier intends to license the rights of the Product and any patents generated therefor, and
the Supplier is willing to grant an exclusive worldwide right to sell the Product to the Distributor.

This Letter of Intent summarizes the general preliminary understanding of the parties with respect to the
terms and conditions upon which they would contemplate entering a contractual relationship. Upon
acceptance of this Letter of Intent by both of the parties, it is anticipated that representatives of the
Supplier and the Distributor shall promptly enter into good faith negotiations and prepare a definitive
Exclusive Supply (White Label) Agreement (the “Agreement”), embodying the terms, conditions, and
provisions set forth herein.

1. Terms for Negotiation

The parties agree to negotiate in good faith with respect to the following terms:

(a) the Supplier providing, exclusively, to the Distributor with a final Product for commercial
distribution in Canada and Worldwide;

(b) all necessary licenses for the Product under Canadian regulations;

(c) cost of Product and 50/50 split on net sales;


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(d) timeline (up to 6 months) to deliver the Product;

(e) white labeling, exclusivity and confidentiality; and

(f) reporting and expenses for the Product.

2. Definitive Final Agreement

2.1 The final Agreement shall contain additional terms and conditions appropriate for a contractual
relationship of this kind, including but not limited to, representations and warranties by and from the
parties; the Supplier’s right to the license for the Product; commission payable to the Supplier; Product
costs, notices; force majeure; indemnification and liability; confidentiality; termination, and other similar
provisions.

2.2 Execution of the final Agreement by each party is subject to all necessary consents and approvals,
including but not limited to all required corporate approvals of each party.

3. Product

The Supplier shall provide exclusively to the Distributor, a final Product together with all necessary
licenses, health numbers (if necessary) and supporting documentation for sale in Canada.

4. Licensing of Product Patent

The Supplier shall have the sole right to license the Product’s patent and any patents generated therefor.

5. Development, Testing, Production, and Distribution Costs of the Product

The Supplier shall be responsible for any costs associated with the development, testing, production of
the Product and receiving all necessary licenses under Canadian regulations.

6. Exclusivity

Each party agrees to exclusively negotiate with the other party regarding the matters described in this
Letter of Intent and the Agreement until the execution of the Agreement or the termination of this Letter
of Intent.

7. Confidentiality

7.1 For the purposes of this Letter of Intent and the Agreement, confidential information (the
“Confidential Information”) means:

(a) any information about the Product, including but not limited to the development, testing,
production, and commercial distribution of the Product;

(b) any business or technical information of either of the parties, including but not limited to
any information relating to either party’s product plans, designs, costs, product prices
and names, finances, marketing plans, business opportunities, personnel, research,
development, or know-how;
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(c) any information that is designated by the disclosing party as “confidential” or


“proprietary” or, if orally disclosed, reduced to writing by the disclosing party within
thirty (30) days of the disclosure; and

(d) the terms and conditions of the negotiations between the parties, this Letter of Intent and
the Agreement.

7.2 Each party shall maintain in strictest confidence, and shall not use or disclose, except as expressly
permitted under the Agreement, any Confidential Information received from the other party. Each party
further agrees to use the same degree of care to maintain the confidentiality of all Confidential
Information received from the other party as it uses to maintain the confidentiality of its own information
of similar importance, but in no event shall it use less than reasonable care.

7.3 Confidential Information does not include information that:

(a) is developed by the receiving party independently and without use of or concerning the
disclosing party’s Confidential Information;

(b) is obtained by the receiving party from a third party without restriction on disclosure
and without breach of a nondisclosure obligation;

(c) is in or enters the public domain other than through the fault or negligence of the
receiving party and without breach of the Agreement;

(d) is in the receiving party’s possession prior to first receiving it from the disclosing party;
or

(e) is legally required to be disclosed by law, in which case the disclosing party shall
promptly notify the other party.

8. Reporting and Expenses

8.1 The Supplier shall provide to the Distributor monthly a written report detailing the progress and
results of the development, testing, obtaining licenses (if need) and preparing documentation of the
Product.

8.2 Each party is responsible for their own expenses and fees incurred for legal counsel or other
advisors, etc. in connection with this Letter of Intent and the transactions considered herein.

9. Nature of Agreement to Negotiate in Good Faith

9.1 This Letter of Intent is not an agreement to agree, nor does it commit either party to proceed with
the transactions contemplated herein. Rather, it is a contract as to the conduct of the good faith
negotiations and the issues, upon which the parties shall, in good faith, endeavor to negotiate and
prepare the final Agreement.

9.2 The parties agree to negotiate in good faith and exclusively, for a period not to exceed 12 months
from the date of execution of this Letter of Intent, unless extended by mutual written agreement between
the parties.
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9.3 The parties agree:

(a) not to conduct parallel negotiations with third parties with respect to the transactions
contemplated by this Letter of Intent;

(b) to disclose to each other all information relating to the transactions; and

(c) not to refuse to negotiate.

9.4 If the parties fail to enter into a final Agreement within the above noted period, the parties shall
have no further obligations to one another and neither party is entitled to any compensation from the
other party for any reason whatsoever with respect to these negotiations or their termination, or with
respect to the contemplated transactions.

10. Acceptance

The parties indicate their acceptance of this document by signing this Letter of Intent at the appropriate
space provided below.

Wenerhouse Music Inc We Trade Corp.


500 King St. W, Toronto, 10 Four Seasons Place,
ON, M5V 1L8, Canada Suite 1000 Toronto, Ontario M9B 6H7

By: By:
Curtis St Georges

CEO
Title Title

Date Date
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We Trade Corporation
About

We believe in bringing you only the best that Cannabis and Hemp have to offer, the highest quality plant
extracts, the most premium blends and products that fit into your daily routine with ease. In a sea of
Cannabis and Hemp confusion, our mission is to demystify what it does, how it works and where you
will find the best formula.

Curtis St George (Chief Executive Officer)

Expertise in starting and building projects. Curtis has played a key role as an executive in building few
companies and projects with companies from concept to high value including trade sale. He has assisted
in building relationships with Native Community in Canada and International business bringing $3M in
revenues.

Peter Maika (Chief Financial Officer)

Experienced CFO and board-level director with a demonstrated history of developing and growing
service businesses leading to improved shareholder value. Numerous successful exits of a private equity-
owned business. Developed significant improvements in management reporting, controls and strong
financial reporting acting as a business partner for the development of the organizations.

Alec McDonald (Chief Creative Officer)

Serial entrepreneur with brand, design, and advertising expertise. Leah has experience starting, funding
and exiting businesses as well as taking on roles as creative director, UX/UI designer for web/mobile/app
programs, product management, production, traditional advertising, editorial art direction, press, media,
and social media content curation.

Av Singh (Quality Assurance Officer)

Av Singh is one of the leading authorities on regenerative organic cannabis production. After completing
his post-doc at the University of Minnesota on pasture-based livestock production, Singh worked at the
Organic Agriculture Centre of Canada and served as the Organic and Small-Scale Farming Specialist in
Nova Scotia, for over 15 years, and recently held the Just Us! Chair in Small Farm Sustainability. Dr.
Singh has authored over 200 peer-reviewed papers, chapters, and extension articles and has been an
invited speaker to over 500 workshops, conferences, symposia as well as guest-lecturing at over 30
universities in Canada, the US, the UK, and India.

CannDelta (Consulting )

CannDelta is a leading Canadian regulatory and scientific cannabis consulting company led by former
Health Canada employees. They support businesses across the cannabis industry at the federal and
provincial level to ensure ongoing regulatory compliance is achieved.

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