EVIO Inc (EVIO)

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7. Term and Termination. a. Start Date. The start date of this Agreement is August 1, 2017.




b. Term. This Agreement and the licenses granted hereunder shall have an initial term of five (5) years, unless earlier terminated pursuant to Section 7.d below.




c. Renewal. The Licensee may elect to extend the Term of this Agreement for an additional term of five (5) years, subject to providing written notice to Licensor of intent to renew at least 180 days prior to the end of the original term at (i) an renewal fee of 50% lower than the original terms provided in this Agreement and (ii) annual royalties remain at 5% with stated minimums. Absent a separate formal agreement (or amendment), both parties agree that this Agreement shall automatically renew for an additional one-year period at (i) an renewal fee of 50% lower than the original terms provided in this agreement and (ii) annual royalties remain at 5% with stated minimums; unless not less than ninety (90) days prior to the end of the then current Term, either Party provides notice that it elects not to renew.


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d. Termination. This Agreement and the licenses granted hereunder may be terminated prior to the expiration of the initial term or any renewal term of this Agreement as follows:




i. This Agreement may be terminated by Licensee by written notice to Licensor:




1. in the event of material breach by Licensor of its obligations under this Agreement, which breach is not cured within thirty (30) calendar days after written notice of such breach from Licensee; or




2. Licensor ceases operations, makes a general assignment for the benefit of creditors or is the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding (except for an involuntary proceeding that is dismissed within 30 days).




ii. Termination by Licensor. This Agreement and the licenses (in its entirety or with respect to any Territory) granted hereunder may be terminated prior to the expiration of the initial term or any renewal term of this Agreement upon written notice to Licensee in if:




1. Licensee undergoes a Change in Control involving any entity or person that is a competitor of Licensor or that Licensor reasonably believes does not possess sufficient resources and capability to fully perform this Agreement, or that Licensor reasonably believes would otherwise adversely affect Licensor’s business or the Licensor IP;




2. Licensee fails to pay any amounts due under this Agreement and does not correct such failure within thirty (30) days of its receipt of written notice thereof;




3. Licensee ceases operations, makes a general assignment for the benefit of creditors or is the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding (except for an involuntary proceeding that is dismissed within 30 days);




4. Any final non-appealable determination by Florida Department of Health, Florida Department of Agriculture, or any other governmental or regulatory authority that this Agreement is violative of then-existing Applicable Laws;


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5. If Licensee fails to obtain, maintain or comply with necessary permits or state licenses, provided that Licensee will have six (6) months to obtain necessary permits or licenses before such right to terminate arises and Licensee shall have until July 1, 2018 (or such later date as may be established by Applicable Laws to obtain its initial state and local (if applicable) license to operate a medical marijuana testing laboratory. Notwithstanding the foregoing, if Licensee’s failure to obtain a necessary permit or license with the applicable time period results from the malfeasance or misfeasance of public officials in the relevant state, or from regulatory delays beyond the control of the Licensee, then the Parties will discuss in good faith extending such time period accordingly prior to Licensor’s termination right arising; or




6. Failure of Licensee to maintain all required licenses and governmental authorizations required for the conduct of its business or to comply in all material respects with applicable state and local laws, provided that Licensee shall is not challenging the same and there has not been a final non-appealable determination;

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