Scope of Work NEW Building Design -...

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Scope of Work NEW Building Design:The following proposal describes the Scope of Work (SW) that will be completed to design a medical

cultivation facility in . The primary purpose of the SW is to evaluate the

potential feasibility of a designated building and complete its cultivation design. This SW will also

include a preliminary analysis that will cover the majority of costs to construct and operate this facility.

Under this SW, the Owner and iGROW-MD, will work together and share information freely in an effort to

complete the work agreed to, as outlined below. If Owner has proprietary information iGROW-MD is

willing to sign a Mutual Non-Disclosure Agreement (exhibit A).

The SW is organized into the following options:

Option 1. Preliminary Analysis Option 2. 2D Drawing and 3D Renderings

Option 3. Direct Costs Estimates Option 4. Business Plan Writing

Site and Building Analysis:

Cultivation Area Design:

Option 1 | Preliminary Analysis:

iGROW MD / Designing Agricultural Facilities That Focus on Sustainability, Profitability and Compliance!

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Option 2 | Scale Design Drawings & Renderings:

The drawings and designs include the ability to virtually enter the facility with 3D animation. 3D animation helps visualize the space that has been allocated by the design and will give the owner a more complete picture of what the facility will look like before it has been built. iGROW MD cultivation designs typically use state of the art vertical farming methods that are not common in the industry, so the 3D feature becomes a valuable tool in the understanding and visualization of these methods.

When this task is completed the Owner will have detailed specifics of a state of the art cultivation facility without engaging an expensive architectural firm. iGROW MD also brings value in providing multiple changes and revisions within days not weeks (FIGURES 3 & 4).

Will Provide Drawings & Renderings:

Will Provide Specifications For:

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Option 3 | Direct Cost Estimates:

Option 4 | Building Your Business Plan:

Objective: The Business Plan is your roadmap. It helps you balance short- and long-term goals, assess

customer needs, and size up your competition. It's a real-time document that charts where you're going and

how you're going to get there. It's a foundation for future success.

Creating a business plan can be simple with the right tools and guidance, and it can pay off in a big way. iGROW-MD will build a sustainable business plan that will allow the customer to have a clear

understanding of the entirety of the business.

Plan to Include:

o Environment Analysiso Industry Backgroundo Competitor Analysiso Marketing Plano Operations Plano Financial Plano Management / Leadership

*The Owner will hold harmless and indemnify iGROW-MD against any and all claims and actions arising out of the participation of iGROW-MD in writing a Business Plan, including, without limitation, expenses, judgements, fines, settlements and other amounts actually and reasonably incurred in connection with any liability, suit, action, loss, or damage arising or resulting from iGROW-MD's participation in the preparation of the Business Plan. The Business Plan is a guideline to be used as a road map for a new or existing business. The Business Plans developed by iGROW-MD use assumptions developed with vast industry knowledge and are not definitive to a specific business or results thereafter.

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(FIGURE 3) * Provided with Option 2 (FIGURE 4) * Provided with Option 2

(FIGURE 1) * Provided with Option 1 or Option 2(FIGURE 2) * Provided with Option 1 as a Preliminary Estimate

Provided with Option 2 as a Detailed Analysis

I agree to engage the services of iGROW MD: Check Option/Options To Engage:

Option 1:

Option 2:

Option 3:

Option 4:

(Company name)

Accepted by:

Print Name:

Title:

Date:

Authorized Signature (iGROW)

Date: (the "effective date")

(Company address)

Corporation

Partnership

LLC

Proprietorship

I accept this Agreement and agree to perform the services as stated on the preceding pages,

SIGNATURES

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This MUTUAL CONFIDENTIALITY AGREEMENT (this “Agreement”) is made this _____ day of ____________, , by and

between FSS Hydro, LLC,(iGROW-MD) an Ohio limited liability company located at 23366 Commerce Park, Suite 100 B,

Beachwood, Ohio, 44122 (“FSS”) and

MUTUAL CONFIDENTIALITY AGREEMENT

RECITALS:

WHEREAS, _____ and______ desire to discuss and explore possible transactions between them relating to the testing,

development and sales of various lighting products developed by FSS (the "Transactions");

WHEREAS, in order for FSS and to fully develop and explore the possibility of the Transactions, it may become necessary for

FSS to disclose________to_______ and for to disclose to FSS certain proprietary and confidential information which is not

available to the public generally; and

WHEREAS,______and_______ are only willing to enter into the aforementioned discussions if the other party enters into this

Agreement.

NOW, THEREFORE, in return for good and valuable consideration, the receipt of which is hereby acknowledged, the parties

hereto agree as follows:

1. Each party acknowledges that it has received or will receive business or technical information (whether furnished in writing,

orally, or through visual or electronic means and whether or not designated as confidential) which the other party deems

proprietary and confidential and not generally known or available to the public, including, but not limited to, (i) any financial,

operational, personnel, commercial, planning, marketing or other information, data or knowledge, concerning the business and

affairs of, or relating to, the other party, or (ii) any technical information, documents or data such as compositions,

specifications, drawings, photographs, test data, software, processes, or methods (collectively, the "Proprietary Information").

In the event information is presented orally, visually, or in any other intangible form, the party disclosing such information shall,

at the time of disclosure, advise the receiving party of the confidential nature of such information and, within thirty (30) days of

such disclosure, reduce such disclosure to writing.

2. For purposes of this Agreement:

"Disclosing Party" shall mean the party that provides, or has provided, Proprietary

Information to the other party.

"Receiving Party" shall mean the party that receives, or has received, Proprietary

Information from the other party.

3. Neither______nor______ will, without the express written consent of the other party, publish, disclose or divulge to any

person, firm, corporation or governmental authority, directly or indirectly, or use for its own benefit or for the benefit of any

person, firm or corporation or governmental authority, any Proprietary Information of the other party. The Proprietary

Information will be used only for the purpose of evaluating the possible Transactions presently under consideration between

________and________ , and will not be used to the detriment of the other party. All Proprietary Information shall remain the

property of the disclosing party. Nothing in this Agreement will be construed as granting or conferring any rights by license or

otherwise in the Proprietary Information to the party receiving such Proprietary Information.

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4. Receiving Party will hold the Proprietary Information in the strictest confidence and will disclose the Proprietary Information

only to those employees, agents and advisors who have a need to know said information for the purposes of evaluating the

Transactions and each party acknowledges that it is responsible to ensure that all such employees, agents and advisors will,

prior to their receipt of said information, be aware of, and agree to, all of the provisions of this Agreement. Receiving Party will be

liable to the other party for any failure by its employees, agents and advisors to treat the Proprietary Information as confidential.

5. Receiving Party will, upon the written request of and at the option of Disclosing Party, return or destroy all materials, papers,

and all other documents, as well as copies, excerpts, summaries thereof and other tangible materials representing or

containing Proprietary Information. In the event Disclosing Party directs Receiving Party to destroy the Proprietary Information,

Receiving Party, within fifteen (15) days, will certify in writing that such destruction has occurred and identify such Propriety

Information that has been destroyed.

6. The restriction on the use and disclosure of the Proprietary Information will not apply to information that, as can be shown by

written record:

7. The terms, conditions and covenants of this Agreement will apply from and after the date of the execution of this Agreement

and will continue for a period of three (3) years from the date of last disclosure of Propriety Information by either party.

8. Each of______and______ expressly agrees and understands that the remedy at law for any breach by it of this Agreement

will be inadequate and that the damages flowing from such breach are not readily susceptible to being measured in monetary

terms. Accordingly, it is acknowledged that upon adequate proof of either party's violation of this Agreement, either_____or

______, as the case may be, will be entitled, among other remedies, to immediate injunctive relief and may obtain a temporary

restraining order restraining any threatened or further breach and to be indemnified by the party in violation of this Agreement

from any loss or harm, including, without limitation, reasonable attorneys' fees. Nothing in this Paragraph 8 will be deemed to

limit remedies at law or in equity for any breach of any of the provisions of this Agreement, which may be pursued or availed by

the parties hereto.

9. This Agreement may be executed in multiple identical counterparts, each of which will be deemed to be an original, but all of

which together will constitute one and the same document.

10. This Agreement will be governed by and construed in accordance with the laws of the State of Ohio, without regard to

conflict of law's provisions. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in

Cleveland, Ohio.

11. The Parties are under no obligation to disclose any information, including Proprietary Information, to each other and this

Agreement does not create any such obligations. Further, the disclosure of any information, including Proprietary Information,

does not create an obligation of responsibility on the Disclosing Party to provide supplemental, additional or related information

under any circumstances.

12. Disclosing Party makes no representation or warranty regarding the accuracy or completeness of any information,

including Proprietary Information that is provided to Receiving Party pursuant to this Agreement.

13. The provisions of this Agreement will apply to, inure to the benefit of, and be binding upon the parties hereto and their

respective successors and assigns.

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(a) is or becomes publicly known without breach of this Agreement;

(b) is compelled to be disclosed by a final and valid process of law including a court order;

(c) was known by Receiving Party or in the proper possession (without obligation of confidentiality)

of Receiving Party prior to its receipt; or

(d) has been received by Receiving Party from a third party that is not under an obligation of

confidentiality to Disclosing Party.

14. No failure or delay by either party in exercising any right, power or privilege under this Agreement will operate as a waiver

thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right,

power or privilege.

15. The furnishing of Proprietary Information hereunder will not obligate either party to enter into any further agreement or

negotiation with the other party or to refrain from entering into an agreement or negotiation with the other party nor create any

further obligation of either party not set forth in a written agreement properly executed by the parties hereto.

16. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior communications,

understandings and agreements, if any, between the parties. This Agreement may be amended only in writing executed by

each of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement as of

the date first set forth above.

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By:

Name:

Its:

By:

Name:

Its:

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