CONSULTING AGREEMENT

This CONSULTING AGREEMENT (“Agreement”) is made and entered into as of

_____________, 2019 (“Effective Date”) by and between VANTAGE BP, LLC, a Delaware
limited liability company, (“Company”) and ____________________, a law firm in
California, (“Consultant”). In consideration of the promises and covenants set forth herein,
and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of
which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as
follows:

1. ENGAGEMENT OF SERVICES. Subject to the terms of this Agreement,

Consultant will render the services of introductions that result in new Active Clients
as defined by Section 7 of this Agreement.

2. SERVICES. Consultant will provide Brand Protection Services for businesses

Consultant represents or introduces to Company. Services will include but are not
limited to, collecting and storing listing and seller data using proprietary crawling
technology, process stored data with proprietary rules engines, filter and identify
results, send verification notices, and enforce against unauthorized resellers through
all means necessary. Company will not be restricted from charging businesses directly
and charging at the rate Company deems appropriate.

1. CONSIDERATION. Company will grant Consultant exclusivity to any cannabis or

hemp related businesses. Company agrees not to work with any law firm other than
Zuber Lawler in any respect, including but not limited to advertising, prospecting,
pitching, or doing business with, unless discussed and approved by Consultant. The
nature of this agreement is that Company and Consultant work together as partners to
service any/all existing cannabis/hemp related businesses, through the duration of this
agreement. If in the scenario that Consultant pursues a cannabis/hemp business without
Consultant present, all of Company’s pitch and information material will include
Consultant’s brands, logos, and an dedicated Zuber Lawler information page that has
been approved by Consultant.
1. TERM. The Term of this Agreement shall commence from the Effective Date set
forth above and will continue to be effective until three (3) years from the Effective
Date, or until termination as defined in Section 4 of this Agreement.

2. EARLY TERMINATION. Agreement may be terminated, without reason, by the

Consultant at any time, with a 30 day notice. Company will have the option to terminate
Agreement in the event that the collaboration between Consultant and Company does
not produce the following minimum amount of Active Clients as defined in Section 7 of
this Agreement:

(a) Six months has elapsed from Effective Date without the consummation of at
least one Active Client;
(b) One year has elapsed from Effective Date without the consummation of at least
five Active Clients;
 (c) Two years has elapsed from Effective Date without the consummation of at least
ten Active Clients.

3. EXCLUSIVITY TAIL. Notwithstanding the status of this Agreement, Company

agrees to grant Consultant exclusivity on any and all Paying Clients for a period of at
least three years from the time of signing a service agreement.

4. ACTIVE CLIENT. Active Client is defined as a current, paying business client who
has been procured by Consultant, and has signed Company’s Service Agreement, has
made at least one scheduled payment, and continues to make payments on a regular
basis per the agreed payment schedule.

5. REPRESENTATIONS AND WARRANTIES. Each party hereby represents,

warrants and agrees that any elements of text, graphics, photos, designs,
trademarks, or other artwork furnished, that each party has permission from the
rightful owner to use each of these elements, and will hold harmless, protect, and
defend the other and it’s subcontractors from any claim or suit arising from the use
of such elements furnished by the furnishing party.

9. LIMITATION OF LIABILITY. In no event shall either party be liable to the other

for any indirect, special, exemplary or consequential damages, including any implied
warranty of merchantability or fitness for a particular purpose or implied warranties
arising from course of dealing or course of performance, lost profits, whether or not
foreseeable or alleged to be based on breach of warranty, contract, negligence or strict
liability, arising under this agreement, loss of data, or any performance under this
agreement, even if such party has been advised of the possibility of such damages and
notwithstanding the failure of essential purpose of any limited remedy provided herein.
The maximum remedy available to either party is any amount paid by client hereunder.
Company makes no warranty of any kind, whether express or implied, with regard to
any third party products, third party content or any software, equipment, or hardware
obtained from third parties.

1. CONFIDENTIALITY. The parties agree to hold each other’s Proprietary or

Confidential Information in strict confidence. “Proprietary or Confidential Information”
shall include, but is not limited to, written or oral contracts, trade secrets, know-how,
business methods, business policies, memoranda, reports, records, computer retained
information, notes, or financial information. Proprietary or Confidential Information
shall not include any information which: (i) is or becomes generally known to the
public by any means other than a breach of the obligations of the receiving party; (ii)
was previously known to the receiving party or rightly received by the receiving party
from a third party; (iii) is independently developed by the receiving party; or (iv) is
subject to disclosure under court order or other lawful process. The parties agree not to
make each other’s Proprietary or Confidential Information available in any form to any
third party or to use each other’s Proprietary or Confidential Information purpose other
than as specified in this Agreement. Each party’s proprietary or confidential
information shall remain the sole and exclusive property of that party. The parties agree
 that in the event of use or disclosure by the other party other than as specifically
provided for in this Agreement, the non-disclosing party may be entitled to equitable
relief.

11. NO CONFLICT OF INTEREST. During the term of this Agreement, Consultant

will not accept work, enter into a contract, or accept an obligation from any third party,
inconsistent or incompatible with Consultant’s obligations, or the scope of services
rendered for Company, under this Agreement. Consultant warrants that there is no
other contract or duty on its part inconsistent with this Agreement. Consultant agrees to
indemnify Company from any and all loss or liability incurred by reason of the alleged
breach by Consultant of any services agreement with any third party.

12. INDEPENDENT CONTRACTOR RELATIONSHIP. Consultant’s relationship with

Company is that of an independent contractor, and nothing in this Agreement is intended
to, or should be construed to create a partnership, agency, joint venture or employment
relationship. Consultant will not be entitled to any of the benefits which Company may
make available to its employees. Consultant is not authorized to make any
representation, contract or commitment on behalf of Company unless specifically
requested or authorized in writing to do so by a Company officer. Consultant is solely
responsible for, and will file, on a timely basis, all tax returns and payments required to
be filed with, or made to, any federal, state or local tax authority with respect to the
performance of services and receipt of fees under this Agreement. Consultant is solely
responsible for, and must maintain adequate records of, expenses incurred in the course
of performing services under this Agreement. No part of Consultant’s compensation will
be subject to withholding by Company for the payment of any social security, federal,
state or any other employee payroll taxes. Company will report amounts paid to
Consultant by filing Form 1099-MISC with the Internal Revenue Service as required by
law.
13. FORCE MAJEURE. Neither party will be liable for, or will be considered to be in
breach of or default under this Agreement on account of, any delay or failure to
perform as required by this Agreement as a result of any causes or conditions that are
beyond such party’s reasonable control and that such party is unable to overcome
through the exercise of commercially reasonable diligence. If any force majeure
event occurs, the affected party will give prompt written notice to the other party and
will use commercially reasonable efforts to minimize the impact of the event.

14. NOTICES. All notices and payments hereunder shall be sent to the parties at the
address of the respective party as specified in the signature blocks below. Any such
notice or payment may be given by mail, facsimile, electronic transmission or by
personal delivery at such address. The date of such mailing, facsimile, electronic
transmission or delivery shall be deemed to be the date of service of such notice. If the
date by which any such notice or payment is to be made would otherwise expire occurs
on a Saturday, Sunday or national holiday, then such date shall be extended without
notice until the end of the next business day. Either party may designate a substitute
address by written notice to the other.

1. MISCELLANEOUS.
 (a) Entire Agreement. This Agreement, together with all other
schedules, exhibits or other attachments incorporated by reference herein, expresses
the entire agreement between Company and Consultant and shall replace and
supersede all prior arrangements and representations, either oral or written, as to the
subject matter hereof, and cannot be modified or amended except by a subsequent
writing signed by all of the parties.

(a) Severability. If any provision of this Agreement is held to be void, invalid,

unenforceable, or illegal by a court having competent jurisdiction, the remaining
provisions shall remain valid and enforceable.

(b) No Waiver. Any failure to enforce any provision of this Agreement by a party shall not
constitute or be construed as a waiver of such provision or of the right to enforce such
provision by such party. No waiver by either party of any condition or provision of this
Agreement shall be considered a waiver of any other condition or provision of this
Agreement or of the same condition or provision at another time.

(c) Assignment; Binding Authority. Consultant may not assign this Agreement or the
rights and obligations thereunder to any third party without the prior express written
approval of Company. Company reserves the right to assign subcontractors as needed
to this project to ensure on-time completion. This Agreement shall bind and inure to
the benefit of the parties hereto and each of their respective successors, permitted
assigns, legal representatives, administrators, and/or executors.

(e) Governing Law; Jurisdiction and Venue. This Agreement shall be construed and
enforced in accordance with the law of the State of California applicable to contracts
negotiated, executed and wholly performed within the State of California. The venue
for any action or proceeding arising from or based upon this Agreement shall be the
appropriate state and federal courts located in the County of Los Angeles in the State
of California.

(d) Headings. Headings are inserted for reference and convenience only and in no way
define, limit or describe the scope of this Agreement or intent of any provision.

(e) Interpretation. This Agreement shall be deemed to have been drafted by all the parties
hereto, and no ambiguity shall be resolved against any party by virtue of its
participation in the drafting of this Agreement.

(f) Counterparts. This Agreement may be executed in multiple counterparts and

delivered by facsimile or electronic transmission, each of which shall constitute an
original and all of which together shall constitute one instrument.

By signing this Agreement, the parties hereby accept and agree to the terms hereof
as of the Effective Date.

ACCEPTED AND AGREED TO:

__________________________________
(“Company”) ACCEPTED AND AGREED TO:

By:_______________________________ ________________________________
(“Consultant”)
Its: _______________________________

By:

Its: