CBIH 8-K
Cannabis Bioscience International Holdings, Inc. (CBIH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification Number) | |
| (Address of principal executive offices) | (ZIP Code) |
(
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check
mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 22, 2024, the Board of Directors, acting under the Registrant’s by-laws, increased the number of persons comprising the Board of Directors to four from three and filled the vacancy thus created with Charles Tamburello, who will serve from December 1, 2024, until the next annual meeting of shareholders.
Mr. Tamburello is 51 years of age. He was recruited because of his expertise in mergers and acquisitions, most recently as chief executive officer of Global Discovery Group, Inc. (“Global”). in Miami, Florida.
There is no arrangement or understanding between Mr. Tamburello and the Registrant, or to the knowledge of the Registrant, between him and any other person, pursuant to which he was selected.
The Registrant and Mr. Tamburello have entered into a Director Agreement, dated November 22, 2024 (the “Director Agreement”), relating to his service as a director. Under the Director Agreement, Mr. Tamburello will receive no cash compensation and equity compensation of 100,000,000 shares of the Registrant’s common stock, but if he is removed for cause or resigns before November 30, 2025, he will, without consideration, sell, assign and transfer to the Company 8,333,333 shares of Common Stock for each full month between the date of such removal or resignation and October 31, 2025.
The Registrant is required to indemnify Mr. Tamburello if he becomes involved in, or is threatened to become involved in, any claim, action, or proceeding or if a claim or action is made or threatened against him due to his role as a director of the Registrant, and against any and all losses, claims, damages, expenses, and liabilities, including any investigation, legal fees, and other expenses incurred in connection with, and any amounts paid in settlement of, any such claim, action or proceeding. (collectively “Liabilities”). The Registrant is also required to indemnify him against certain liabilities arising under the federal securities laws. Mr. Tamburello is also obligated not to disclose the Registrant’s proprietary information.
The Registrant and Global, of which Mr. Tamburello is a controlling person, have also entered into a Nondisclosure / Noncircumvent Agreement, dated March 12, 2024. Under this agreement, Global may furnish information (“Confidential Information”) to the Registrant relating to (a) public and / or private entities seeking merger, acquisition or other partnerships or business relationships with other public and / or private entities, (b) financial institutions and investors who are seeking public or private entities to invest in, fund, give credit to, or provide any other financial or consulting services to, (c) individuals seeking relationships with public and / or private entities in the capacity of, including but not limited to employment, partnerships, directors, and consultants, etc. In the event that the Registrant receives such Confidential Information, it has agreed that, during its contact with and dealings with Global and for a period of five (5) years thereafter, the Registrant (a) will hold Confidential Information (as defined) in the strictest confidence and will not copy or disclose any portion thereof, to any third party without the prior written consent of Global, (b) will not, except as set forth in the agreement, at any time, make any use whatsoever or disclose or allow to be disclosed to any person or entity any portion of the Confidential Information on its own behalf, or with, or on behalf of any other entity; (c) will, upon the termination of its business dealings with Global or at any time upon its request, immediately return to Global r destroy, as Global may direct, all files, electronic files or documents, documentation, or tangible or electronic records and all copies within its possession, custody, or control containing or reflecting any portion of the Confidential Information;
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Section 8 – Other Events
Item 8.01 Other Events.
On November 15, 2024, the Board of Directors established an Executive Committee, comprising one director, in which is vested all of the authority of the Board of Directors in the management of the Company, provided that it may not: (a) authorize distributions; (b) approve or propose to shareholders action that articles 101 to 117 of the Colorado Business Corporation Act (the “CBCA”) require to be approved by shareholders; (c) fill vacancies on the board of directors or on any of its committees; (d) amend articles of incorporation pursuant to section 7-110-102 of the CBCA; (e) adopt, amend, or repeal bylaws; (f) approve a plan of conversion or plan of merger not requiring shareholder approval; (g) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or (h) authorize or approve the issuance or sale of shares, or a contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares except that the board of directors may authorize said committee or an officer to do so within limits specifically prescribed by the board of directors;
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Exhibit Description | |
| 10.1 | Director Agreement, dated November 22, 2024, by and between the Registrant and Charles Tamburello | |
| 10.2 | Nondisclosure / Noncircumvent Agreement, dated March 12, 2024, by and between Global Discovery Group, Inc. and the Registrant | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.
By: /s/ Dante Picazo
Dante Picazo
Chief Executive Officer
Dated: November 26, 2024
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Exhibit 10.1
DIRECTOR AGREEMENT
THIS DIRECTOR AGREEMENT (the “Agreement”), made and effective as of November 22, 2024, by and BETWEEN CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC., a Colorado corporation (the “Company”), with its address at 6201 Bonhomme Rd., Suite 435 N, Houston, TX 77036, and CHARLES T. TAMBURELLO (the “Director”), with his address at 201 S. Biscayne Blvd. Floor 28 Miami, FL 33131.
CONSIDERATIONS:
WHEREAS, the Director is expected to be appointed as a director of the Company, to serve on its Board of Directors (the “Board”) from December 1, 2024, until the next meeting of the Shareholder; and
WHEREAS, the Company and the Director wish to formalize the terms under which the Director will render such service,
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties agree as follows:
1. Services
The Director will provide the services required of a director under the Company’s articles of incorporation and its bylaws, as amended from time to time (the “Organizational Docu-ments”), and in accordance with the Colorado Business Corporations Act, federal securities laws, and other state and federal laws and regulations, as well as the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and any stock exchange or quota-tion system on which the Company’s securities may be listed, quoted, or traded from time to time (each, an “Exchange”). The Director will also serve on the Board’s committees on such additional terms as he and the Board mutually agree. The Company will provide, at no cost to the Director, (i) periodic reports on the Company’s business, (ii) agendas and appropriate ma-terials for each Board and committee meeting, (iii) copies of the minutes of meetings and any other material required under the Organizational Documents or resolutions establishing any Board committee on which the Director serves, and (iv) any other material necessary or appropriate for the Director to perform his services under this Agreement or as agreed by the parties.
2. Nature of the Relationship
The relationship between the parties will be that of independent contractors, and nothing herein will be construed as creating or constituting any other relationship. Without limiting the generality of the foregoing, the Director will not be considered an employee of the Company for purposes of employee benefits, federal, state, or local taxes imposed or calculated based on such compensation, or any other type of tax, the responsibility for which will be solely his. The Director will not, by virtue of this Agreement, hold himself out as an agent of the Company or enter into any agreements or assume any obligations on its behalf. This Agreement pertains solely to the Director’s service as a director of the Company and is in addition to any other existing or future agreements related to the Director’s employment by the Company as an officer or in any other capacity.
It is acknowledged and agreed by the Company that the Director carries no professional licenses, and is not rendering legal advice, performing accounting services, or acting as an investment advisor or broker dealer within the meaning of the applicable state and federal securities laws. It is the sole responsibility of the Company to verify the accuracy and truthfulness of all content developed by and discussed with the Director and consult with its legal and accounting professionals, before proceeding with any advice or consultation given by the Director. The services of the Director shall not be exclusive, nor shall he be required to render any specific number of hours in providing its services under this agreement.
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3. Representations, Warranties and Covenants
The Director represents and warrants that he understands his (i) duty of loyalty, (ii) duty of confidentiality, (iii) duty to comply with all applicable U.S. securities laws and other jurisdictions, (iv) duties of care and good faith, and (v) his role as a Director in protecting shareholders' rights.
The Company acknowledges that the Director shall have the right to (a) render and/or continue to render consulting and other services to entities other than the Company, some of which may engage or may become engaged in operations similar to those of the Company and notwithstanding this Agreement, the Company acknowledges that the Director shall be free to render services of any kind to any other entity at any time.
The Company represents that it is and will remain in compliance with all applicable state and federal securities laws and all applicable rules and requirements of any stock exchange that the Company currently trades on or may trade on and the Company, its officers, employees and directors are not, to the best of their knowledge, the subject of any investigation or enforcement regulatory or court proceeding by any state or federal securities agency or stock exchange.
The Company further represents that it is and will remain current in its reporting requirements under the Securities Exchange Act of 1934.
4. Compensation and Expenses
(a) Cash Compensation: As compensation for all services rendered by the Director under this Agreement during its term, the Company will pay him $1.00.
(b) Equity Compensation: As additional compensation for the Director’s services under this Agreement during its term, the Company will issue 100,000,000 shares of its common stock (the “Shares”) to the Director upon his appointment as a director of the Company. If the Director is removed for cause or resigns before November 30, 2025, he will, without consideration, sell, assign and transfer to the Company 8,333,333 shares of Common Stock for each full month between the date of such removal or resignation and November 30, 2025.
(c) The Director understands that (i) the Shares will be “restricted securities,” as defined in Rule 144 promulgated under the Securities Act of 1933 (such rule being “Rule 144” and such act being the “Securities Act”), (ii) they cannot be sold or transferred without registra-tion under the Securities Act or the availability of an exemption from such registration and (iii) the certificates representing such shares will bear a legend to that effect. The Director further understands that (i) while he is a director of the Company and for 3 months after he ceases so to serve, the amount of such shares he may sell under the exemption afforded by Rule 144 will be limited as provided therein.
(d) Notwithstanding any provision of this Agreement, the Director covenants that, at no time during the term of this Agreement shall he own or control more than 10% of the Compa-ny’s issued and outstanding shares of Common Stock.
(e) Global Discovery Group, Inc. (“Global”), of which the Director is a controlling shareholder, and the Company have entered into a Nondiscolsure / Noncircumvent Agreement dated March 12, 2024 (the “NCA”). Nothing in this Agreement will prohibit Global from receiving compensation under the NCA in any event in which Global is entitled to such compensation.
(f) The Company will reimburse the Director for his reasonable expenses related to Company business, previously approved by the Company, which approval will not be unreasonably withheld. Expense invoices, with attached receipts, must be submitted.
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5. Indemnification
(a) General Indemnification: Subject to the other provisions of this Section 5, the Company will indemnify and hold harmless the Director to the fullest extent permitted by law and regulations, as well as by the Organizational Documents, if the Director becomes involved in, or threatened to become involved in, any claim, action, proceeding, including any governmental or regulatory investigation (a “Proceeding”), or if a claim or action is made or threat-ened against him due to his role as a director of the Company, and against any and all losses, claims, damages, expenses, and liabilities, including any investigation, legal fees, and other expenses incurred in connection with, and any amounts paid in settlement of, such Proceeding (collectively “Liabilities”).
(b) Indemnification under Securities Laws: Without limiting the generality of Section (a), the Company will indemnify and hold harmless the Director from any and all Liabilities arising from or based on any action, statement, error, or omission, by the Company in any document, discussion, or publication including (i) any false or alleged false statement of a material fact contained in any registration statement filed with the SEC under the Securities Act (a “Registration Statement”), or materials used in the sale or exchange of the Company’s securities under the Securities Act’s registration exemptions granted by Section 4(a)(1) there-of or Rule D promulgated thereunder (“Private Placement Materials”) caused by any omis-sion or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any false or alleged false statement of a material fact contained in the prospectus that is part of such Registration Statement (or any amendment or supplement thereto), any preliminary prospectus, any free writing prospectus of the issuer, any “issuer information” required by Rule 433(d) promulgated under the Securities Act, any “road show” presentation as defined in Rule 433(h) (a “road show”) or any pricing disclosure package (including any package that has been subsequently amended) or any Private Placement Materials, or caused by any omission or alleged omission of a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company shall not indemnify the Director for Liabilities to the extent that they arise from or are based on any false statement or omission or alleged false statement or omission relating to the Director that he has provided to the Company in writing expressly for use therein.
(c) Notice and Procedures: If a Proceeding, claim, or action is brought or threatened against the Director, he must promptly notify the Company in writing. If he has given prompt notice to the Company, it will retain a reasonably satisfactory attorney to represent both the Company and the Director in such Proceeding. In any such Proceeding, the Director may retain his own counsel, but the fees and expenses of such counsel will be at his own expense unless (i) the Company and the Director mutually agree otherwise, (ii) the Director has reasonably concluded that there may be legal defenses available to him that are different from or additional to those available to the Company, or (iii) the parties named in any Proceeding (including implicated parties) include both the Company and the Director and representation of both parties by the same attorney would be inappropriate due to actual or potential differing interests between them or any conflict of interest. The Company will not be liable for any settlement of any Proceeding entered into without its written consent, but if it consents to such a settlement, it will indemnify the Director from any Liability resulting from such settlement. The Company, without the Director's written consent, will not settle any pending or threat-ened Proceeding in which he is or could have been a party and indemnification was or could have been sought under this Agreement, unless such settlement (i) includes an unconditional release of the Director, in form and content reasonably satisfactory to him, from all liability with respect to the claims in such Proceeding, and (ii) does not include any statement or admission of fault, guilt, or wrongdoing by him.
(d) Contribution: If the indemnity provided in this Agreement is not available, the Company, instead of indemnifying the Director, will contribute to the amount paid or payable by the Director with respect to such Liabilities in a proportion that is deemed fair and reasonable in view of all the circumstances of such Proceeding, to reflect (i) the relative benefits received by the Company and the Director as a result of the events and/or transactions that gave rise to such Proceeding, (ii) the relative fault of the Company (and its directors, officers, employees, and agents) and the Director in connection with such events and/or transactions and/or the relative good faith of the Company and the Director in the actions or omissions that led to the Proceeding. The indemnification provided in this Section 4 is not exclusive and will not limit any indemnification rights that may be available to the Director by law or equity.
(e) Limitation. The indemnification provided in this Agreement shall not apply to any claims, actions, or liabilities arising from (i) the Director’s gross negligence, willful miscon-duct, fraud, or breach of fiduciary duties to the Company, (ii) any acts or omissions that occur after the Director’s removal for cause or resignation or (iii) claims initiated by the Director against the Company, unless such claims are brought to enforce the Director’s rights under this Agreement and the Director is ultimately successful in such action.
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6. Proprietary Information
(a) Definition: Subject to Section 6(b), all information disclosed by the Company to the Director will be considered “Proprietary Information,” The term “Proprietary Information” will include, without limitation, any information, process, technique, algorithm, program, design, drawing, formula, or test data related to any research project, work in progress, future development, engineering, manufacturing, marketing, service, financing, or personnel matter related to the Company, any of its affiliates or subsidiaries, present or future products, sales, suppliers, customers, employees, investors, or business of the Company or any of its affiliates or subsidiaries, whether in oral, written, graphic or electronic form, or visualized by the Director. The term “Proprietary Information” will not include information that (i) is now, or in the future becomes, publicly known or available without any violation of this Agreement by the Director; (ii) was known to the Director at the time of receiving such information; (iii) is provided to the Director in the future by a third party, with the right to do so and without restriction on its disclosure; or (iv) is disclosed with the written permission of the highest-ranking officer of the Company.
(b) Non-Disclosure Obligations: The Director shall not, at any time during or after the term of this Agreement, disclose or use, for the benefit of the Director or any third party, any Proprietary Information without the express written consent of the Company, except to the extent required to perform services as a director. Upon termination of this Agreement, the Director shall immediately return or destroy all Proprietary Information in the Director’s pos-session or control, and certify such destruction in writing to the Company.
(c) Degree of Care: The Director shall protect Proprietary Information received with the same degree of care that he uses to protect proprietary or confidential information that he possesses or has received from third parties in any capacity against unauthorized use or disclosure.
(d) Company Ownership: All Proprietary Information (including all copies thereof) will remain the property of the Company and must be returned to the Company or destroyed immediately after the Director’s need for it has ceased or upon the Company’s request, and in any case, upon termination of this Agreement. If any Proprietary Information is destroyed, the Director must, at the Company’s request, provide a certificate of destruction in a form and content reasonably satisfactory to the Company.
(e) Permitted Disclosure: Notwithstanding any other provision of this Agreement, disclosure of Proprietary Information will be permitted to the extent that such disclosure: (i) is in response to a valid order, including a subpoena, from a court or other governmental agency of the United States of America or any political subdivision thereof; provided that, to the extent reasonably practicable, the Director has given prior notice to the Company of the receipt of such order and the Company has had the opportunity to seek a further order to nullify the order or a protective order limiting the Proprietary Information to be disclosed or its use; (ii) is required by law; or (iii) is necessary to establish the Director’s rights or to enforce the Com-pany’s obligations under this Agreement.
7. Term and Termination; Survival; No Release
(a) Term: This Agreement will terminate without notice upon the first to occur of the following: (i) October 31, 2025, (ii) the cessation of the Director’s service as a director of the Company for any reason or (iii) his Disability. For purposes of the previous sentence, “Disa-bility” means the Director’s physical or mental inability to perform his duties under this Agreement for a period of forty-five (45) consecutive days. The Director acknowledges that he may be removed from the Board or any committee at any time, with or without cause, in accordance with law or the Organizational Documents.
(b) Survival: The Company’s obligations under Section 5 of this Agreement will survive for 5 years after the termination of this Agreement. The Director’s obligations under Section 6 of this Agreement will survive termination of this Agreement indefinitely.
(c) No Release: Notwithstanding the termination of this Agreement, neither party will be released from any responsibility or obligation to the other that has already arisen at the time of such expiration or termination or that arises subsequently with respect to any act or omission.
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8. Miscellaneous
(a) Governing Law; Jurisdiction; Equitable Remedies: This Agreement will be governed by, and construed and applied in accordance with, the laws of the State of Texas, without regard to its conflict of laws rules. The Company and the Director irrevocably and unconditionally (i) agree that any action or proceeding arising out of or related to this Agreement must be brought solely in a court located in Dallas County, Texas, and not in any other state or federal court in the United States of America or in any court in another country, (ii) consent to the exclusive jurisdiction of such court, (iii) waive any objection to the venue of any action or proceeding and (iv) waive, and agree not to assert, any claim that such action or proceeding has been brought in an improper or inconvenient forum. Notice in any action or proceeding may be given in the manner provided in Section 8(c) for notices. The Director acknowledges and agrees that, in the event of any breach of Section 6 of this Agreement by him, the Company will suffer irreparable harm, such that no legal remedy will provide adequate protection against, or appropriate compensation for, such harm. Accordingly, the Director agrees that the Company will be entitled to specific performance of the Director’s obligations under Section 6, as well as injunctive relief with respect to his breach, and that the Company will not be required to post any bond in seeking such relief.
(b) WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT.
(c) Notices: All notices and other communications required or permitted under this Agreement must be in writing and will be delivered by hand or sent by overnight courier addressed to the party to whom it is delivered at its address set forth above or at any other address that such party may specify by notice from time to time, with instructions to deliver such notice or communication only to that party, with its signature required. Delivery of such notices and communications will be deemed complete (i) in the case of hand delivery, when delivered, as indicated by a signed receipt, and (ii) in the case of delivery by overnight courier, the earlier of: (A) five days after the delivery of such notice or communication to the courier, as indicated by the corresponding receipt, or (B) upon receipt by the party to whom it is addressed, as indicated by the courier’s proof of delivery.
(d) Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the other provisions of this Agreement will remain in full force and effect and this Agreement shall be construed as if the provision that was found to be invalid, illegal, or unenforceable was not contained in this Agreement.
(e) Entire Agreement: This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements and understandings relating to the subject matter hereof.
(f) Amendment and Waiver: This Agreement may be amended only by a written agreement signed by the parties. No provision of this Agreement may be waived except by a written document signed by the party entitled to the benefits of the provision. No waiver of a provision will be deemed a waiver of any other provision of this Agreement. A waiver will be effective only in the specific instance and for the purpose for which it was given and will not constitute a continuing waiver.
(d) Counterparts: This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
(e) Construction: The headings of the sections contained in this Agreement will not be considered part of it and will not be used in construing it. As used in this Agreement, “including” means “including, without limitation.”
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.
CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.
By: /s/ Dante Picazo
Dante Picazo
Chief Executive Officer
/s/ Charles T. Tamburello
Charles T. Tamburello
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Exhibit 10.2
201 S. Biscayne Blvd. FL 28 Miami, FL 33131
Phone: +1 305.330.1985 Fax: +1 305.330.1986 Email: [email protected]
NONDISCLOSURE / NONCIRCUMVENT AGREEMENT
This AGREEMENT is entered into as of the 12 March, 2024, by and between Global Discovery Group, Inc. (the “Discloser” or “GDG”), whose principal place of business is 201 South Biscayne Boulevard, 28th floor, Miami, FL 33131 and Cannabis Bioscience International Holdings, Inc., whose principal place of business is 6201 Bonhomme Road Suite 466S Houston TX 77036 and all of its officers, agents, subsidiaries and its employees, (CBIH) or the (“Receiving Party”, or “Receiver” or “Recipient”). The aforesaid entities may be referred to herein as the “Party” or collectively as the “Parties”.
For purposes of this Agreement, the Party that discloses the Confidential Information is deemed the “Discloser” and the Party that receives the Confidential Information is deemed the “Recipient”.
WHEREAS, GDG is aware of public and / or private entities seeking merger, acquisition or other partnerships or business relationships with other public and / or private entities;
WHEREAS, GDG is aware of financial institutions and investors who are seeking public or private entities to invest in, fund, give credit to, or provide any other financial or consulting services to;
WHEREAS, GDG is aware of individuals seeking relationships with public and / or private entities in the capacity of, including but not limited to employment, partnerships, directors, and consultants, etc.
WHEREAS, GDG wishes to provide Confidential information (further defined below) to Recipient;
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WHEREAS, the Recipient deems it to be in its best interest to enter into this agreement with GDG so that GDG may introduce to Recipient, Confidential Information as discussed herein.
| 1. | Discloser is interested in disclosing certain Confidential information to the Recipient which could, anywhere in the world, result in, or lead to, including but not limited to a merger, acquisition, takeover, buy out, spin off, investment, credit line, funding of any kind, the utilization of or relationship with, or hiring of an individual in any capacity, or any other transaction between the Recipient and another individual, entity, or other third party which shall include any introduction made to the Recipient by GDG. |
| 2. | Confidential Information or Information or GDG Provided Sources (“Confidential Information” or “Information” or “GDG Provided Sources”) shall include but is not limited to: |
| a. | Identifying Information such as names of individuals, corporations or other entities; | |
| b. | Other Information that is not readily available to the general public; | |
| c. | Proposed or actual terms and conditions of a present, past or future transaction; | |
| d. | All Information concerning the business or affairs or proposed or potential business or affairs of another individual, entity or third party; | |
| e. | Any other Information or knowledge that the Discloser knows, has known, or becomes to know; |
| Confidential Information can be transmitted orally, in writing, or through any electronic medium and includes Information transmitted prior to or after the date of this Agreement, that is not known, or commonly known by, or generally available, to the public at large. | |
| 3. | Recipient agrees that during its contact with and dealings with Discloser and for a period of five (5) years thereafter, Recipient: |
| a. | will hold the Information in the strictest confidence and will not copy or disclose any portion thereof, to any third party without the prior written consent of GDG; | |
| b. | will not, except as set forth in this Agreement, at any time, make any use whatsoever or disclose or allow to be disclosed to any person or entity any portion of the Information (as described above) on its own behalf, or with, or on behalf of any other entity; | |
| c. | will, upon termination of its business dealings with GDG or at any time upon GDG’s request, immediately return to GDG or destroy, as GDG may direct, all files, electronic files or documents, documentation, or tangible or electronic records and all copies within its possession, custody, or control containing or reflecting any portion of the Information; |
| 4. | GDG is willing to exchange such Information with the Receiver, and each Party hereby agrees on behalf of themselves, their directors, officers, agents, representatives, employees and any advisers who may be appointed by either party, on the following; |
| a. | Recipient shall not disclose any Information received to any person who is not a party to this Agreement, and shall not use, any Information other than for the purposes of evaluating a possible relationship between itself and the other individual, entity or third Party. The Recipient may disclose the Information to those of its directors, officers, agents, representatives, employees and advisers who have a direct need to know, to help evaluate the possible relationship and / or transaction and who agree to the disclosure and usage restrictions in this Agreement. Recipient agrees that it shall be solely responsible for any actions taken by its directors, officers, agents, representatives, employees and advisers that may violate any of the terms of this agreement. | |
| b. | Both parties agree that any introductions made by GDG are not to facilitate any investment banking transactions, or any other transaction where a license or registration of any kind would be required to consummate. | |
| c. | Both parties further agree, that if the introduction of a party by GDG leads to further introductions by that party to the Receiver, all future introductions to the Receiver are covered under this agreement as GDG Provided Sources. |
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| 5. | The obligations set forth above shall have no application when and to the extent the Receiver can establish by competent evidence that: |
| a. | such Confidential Information was generally known or available to the public, through no act or omission on the part of the receiving party; and | |
| b. | such Confidential Information was independently developed by the Receiving Party who has not had access to Confidential Information received from GDG prior to GDG disclosing it to the Receiver. |
| 6. | Recipient further agrees that: |
| a. | it will take reasonable precautions to safeguard the confidentiality of the Information in its possession, and such precautions are to be at least equivalent to those that it takes with respect to its own confidential and proprietary information; and | |
| b. | it will limit the dissemination of the Information within its organization only to those persons who have “a need to know” such Information for the performance of their duties hereunder; and | |
| c. | it shall be fully responsible for the actions of its persons who have “a need to know” as mentioned above. |
| 7. | Recipient agrees that any Information disclosed by GDG to Recipient prior to or after the effective date of this Agreement shall be subject to this Agreement, whether marked as Confidential Information or not. |
| 8. | The Parties agree that Information shall not be used in any capacity whatsoever, whether for or not for, for the benefit, or the enrichment, directly or indirectly, of the Recipient or its affiliates, without the express written consent of GDG. The parties further agree that following receipt of the Information from GDG, Recipient shall not conduct or attempt to conduct any merger, acquisition, takeover, buy out, contract or perform any other business or financial transaction, or establish any type of relationship with, any Confidential Information, or GDG-Provided Sources, without the written permission of GDG unless: |
| a. | an actual established and / or consummated business relationship between Recipient and the GDG-Provided Source(s) predated the terms of this Agreement, and; | |
| b. | Recipient can, within 15 days of receipt of GDG-Provided Source(s) substantiate exchanges specific to the Confidential Information between Recipient and the GDG-Provided Source(s) which took place prior to the date of the signing of this Agreement. |
| 9. | Receiving Party hereby agrees and confirms that the subject matter of this Agreement is unique, and that it may be impossible to measure the damages which would result to the Disclosing Party from violations by Receiving Party of the various agreements and covenants set forth herein. Accordingly, in addition to any other remedies which the Disclosing Party may have at law or in equity, including those referred to below, Receiving Party hereby agrees (a) that the Disclosing Party shall have the right to have all obligations, undertakings, agreements, covenants and other provisions of this Agreement specifically performed by Receiving Party, and that the Disclosing Party shall have the right to obtain preliminary and permanent injunctive relief to secure specific performance, and to prevent a breach or contemplated breach, of this Agreement without proof of actual damages and (b) to waive any requirement for the securing or posting of any bond in connection with any such remedy. In addition to, and without limiting the foregoing, Receiving Party further agrees and confirms that nothing in this Agreement shall be construed as limiting the Disclosing Party's right to any other remedies available at law or in equity, including pursuing actions for actual, punitive, consequential and other damages. |
| 10. | It is understood that no right with respect to any Information disclosed hereunder is granted to any party under this Agreement, and none of the parties through their execution of this Agreement is making any commitment whatsoever with regard to a possible financial or other arrangement with any other party. |
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| 11. | This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States of America without giving effect to any conflict of law provisions. |
| 12. | Should Recipient use, publish or disclose any Information provided from or belonging to GDG in an unauthorized manner, GDG shall be entitled to seek preliminary and permanent injunctive relief, all costs and fees relating thereto, including but not limited to, reasonable attorney's fees, any and all damages including but not limited to loss of wages, income, and profits resulting there from, and any other relief afforded pursuant to the laws of the United States and the states and territories thereof. All additions, modifications and waivers to this Agreement must be made in writing and signed by both parties and make specific reference to this Agreement. |
| 13. | If any provision of this Agreement is held to be invalid, the Parties agree that such invalidity will not affect the validity of the remaining portions of this Agreement. |
| 14. | No party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other, and no permitted assignment shall relieve the assignor of its obligation under this Agreement. |
| 15. | This Agreement contains the entire understanding of the parties regarding the matters set forth herein. The Agreement may be modified only by a writing signed by the parties. The failure of a party to insist on full compliance with any provision of this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter. |
IN WITNESS HEREOF, and intending to be legally bound hereby, the parties have executed this Agreement.
| Global Discovery Group, Inc. | Date: March 12, 2024 |
| By: /s/ Charles T. Tamburello | |
| Charles T. Tamburello, President / CEO | |
| Cannabis Bioscience International Holdings, Inc. | Date: 13/03/2024 |
| By: /s/ Dante Picazo | |
| Dante Picazo, President / CEO |
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