(b)The parties intend that the covenants set forth in this Section 3 shall be a series of separate covenants with respect to the Company’s business, one for each and every state and county of the United States. If any court determines that any covenant set forth in Section 3, or any portion of any such covenant, is invalid or unenforceable, the remainder of the covenants set forth in this Section 3 shall not be affected and shall be given full force and effect, without regard to the invalid covenant or the invalid portion. If any court determines that any covenant set forth in this Section 3, or any portion of any such covenant, is unenforceable because of its duration or geographic scope, such court shall have the power to reduce such duration or scope, as the case may be, and to enforce such covenant or portion in such reduced form. The parties intend to and hereby confer jurisdiction to enforce the covenants set forth in this Section 3 on the courts of any jurisdiction within the geographical scope of such covenants. If the courts of any one or more of such jurisdictions hold the covenants set forth in this Section 3, or any portion of any such covenant, unenforceable by reason of the breadth of such scope or otherwise, it is the parties’ intention that such determination not bar or in any way affect the right of the Company to the relief provided above in the courts of any other jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective jurisdictions. 

(c)The parties covenant and agree that in the event of a breach or attempted breach of any of the covenants set forth in this Section 3, in addition to any and all legal and equitable remedies immediately available, such covenants may be enforced by a temporary and/or permanent injunction in an action in equity. The parties acknowledge that the remedy at law for a breach or threatened breach of any of the covenants set forth in this Section 3 above would be inadequate. Notwithstanding the foregoing, the Company may not offset or reduce the Consulting Fee by any damages arising under this Section 3. 

(d)For purposes hereof, “Confidential Information” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as "confidential"), in any form or medium, that is or was disclosed to, or developed or learned by, Consultant in connection with Consultant's relationship with the Company prior to the date hereof or during Consultant's relationship with the Company and that relates to the business, products, services, financing, research or development of the Company or its suppliers, distributors or customers. Confidential Information includes, but is not limited to, the following: (i) internal business information (including financial information and information relating to strategic and staffing plans and practices, business, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures, accounting and business methods); (ii) identities of, individual requirements of, specific contractual arrangements with, and information about, any of the Company's suppliers, distributors and customers and their confidential information; (iii) trade secrets, know-how, compilations of data and analyses, techniques, systems, formulae, research, records, reports, manuals, documentation, models, data and data bases relating thereto; and (iv) inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable). Confidential Information shall not include information that: (1) is or becomes publicly known through no wrongful act or breach of obligation of confidentiality; (2) was rightfully received by Consultant from a third party without a breach of any obligation of confidentiality by such third party; (3) was known to Consultant prior to Consultant’s relationship with the Company; or (4) is required to be disclosed pursuant to any applicable law or court order. 

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4.MISCELLANEOUS. 

(a)Notices. Any notice, demand, request or other communication which is permitted, required or desired to be given in connection with this Agreement or Consultant's engagement by the Company as a consultant must be in writing and shall be deemed to be duly given when (i) personally delivered, (ii) deposited in the United States mail, certified or registered, return receipt requested, postage prepaid, addressed to the parties at the following addresses (or at such other address as shall be given in writing to the parties to this Agreement or their permitted successors or assigns), or (iii) emailed to the parties at the following email addresses (or at such other email addresses as shall be given in writing to the parties to this Agreement or their permitted successors or assigns), with a hard copy to follow in the manner contemplated in either clause (i) or (ii) above, as follows: 

(b)Agreement Binding. The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Company, Consultant and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns, as the case may be. This Agreement may not be assigned by Consultant without the prior written consent of the Company, which consent may be withheld in its sole and absolute discretion. 

(c)Choice of Law. This Agreement has been executed in, and shall be construed and enforced in accordance with, the laws of the State of Michigan, without giving effect to the conflict of laws principles of such State. Each of the parties hereto knowingly, voluntarily and intentionally waives any rights it may have to a trial by jury in respect of any litigation based hereon, or arising out of, under, or in connection with, this Agreement. 

(d)Attorneys’ Fees. If the Company defaults in its obligations under this Agreement and this Agreement is enforced by or through an attorney, the Company shall pay all reasonable out-of-pocket costs of enforcement and collection, including, but not limited to reasonable out-of-pocket attorney’s fees. 

(e)Dispute Resolution. Any disagreement, dispute, or controversy concerning this Agreement, shall be resolved exclusively by binding arbitration in Oakland County, Michigan, through the American Arbitration Association under its applicable Commercial Arbitration, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  

(f)Amendments. This Agreement may not be modified or amended except pursuant to a written instrument executed by the Company and Consultant. 

(g)Entire Agreement. This Agreement sets forth the entire understanding and agreement of the Company and Consultant with respect to its subject matter and supersedes all prior understandings and agreements, whether written or oral, in respect thereof. 

(h)Headings. The section headings and captions used in this Agreement are for convenience of reference only and shall not be considered in construing this Agreement. 

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(i)Severability. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be modified so as to be enforceable to the fullest extent permitted by applicable law, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. 

(j)Counterparts; Copies. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Copies (facsimile, photostatic or otherwise) of signatures to this Agreement shall be deemed to be originals and may be relied on to the same extent as the originals. 

[Signatures on next page]

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IN WITNESS WHEREOF, the Company and Consultant have executed this Supply Chain Consulting Agreement as of the date first written above. 

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EXHIBIT A

Consulting Services

1.Identify countries and regions that have the agricultural infrastructure, labor and local climate appropriate for algae production  

a.Identify any existing algae growers in such countries or regions 

i.Determine if identified growers have the attributes necessary to successfully convert their current algae growing operation to ZIVO algae growing operations, assisted by ZIVO staff 

ii.For those growers thusly qualified:  

1.Identify principals of the business  

2.Research history and viability of the business 

3.Develop other useful information prior to further consideration 

iii.Contact the qualified growers and arrange for ZIVO operations personnel or their representative to inspect their growing operations, and assess the viability of converting and growing ZIVO algae 

iv.Consultant to arrange for local financing or banking relationships, customs clearances, regulatory contacts, and other such commercial/governmental relationships in order to facilitate supply agreements drafted and executed by ZIVO personnel, and to commence production 

b.Identify potential new grow sites in such countries or regions where it may be viable to construct and operate purpose-built, large-scale production facilities, i.e. Z280 super-farms, and facilitate the creation of joint-ventures to build and operate such facilities 

i.Determine in a general manner if identified sites have the necessary infrastructure, labor, land, water, power and climate suitable for large-scale algae production, assisted by ZIVO staff 

ii.For those sites or regions thusly identified  

1.Identify principals/owners that control the site, public or private 

2.Develop background information for the site or region 

iii.Contact site owners and determine their level of interest in repurposing the site for algae production, financing and regulatory issues that may arise  

iv.Once qualified, arrange for on-site inspection by ZIVO staff or representatives 

v.Facilitate commercial agreements between owners and ZIVO principals, assisted by ZIVO staff or regional representatives  

vi.Facilitate and/or liaison funding or financing for such projects, coordinating with private investors, governments and NGOs as necessary, representing ZIVO principals or their designated representatives in such matters to the extent allowable and appropriate 

2.For ZIVO operations already underway (currently China, India and Peru), Consultant to work in concert ZIVO principals or their regional representatives for specific, identified issues, including, but not limited to, the following: 

a.Assist and facilitate the identification and resolution of potential issues and problems relevant to local production, import-export, regulatory and legal disputes where intervention or lobbying may be required 

b.Utilize the resources of Consultant to pro-actively address and solve issues not directly tied to production or logistics on an operational level  

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