Everything Blockchain (EBZT) S-1 IPO registration

StateofFlorida

CONSULTINGAGREEMENT 

This Company Counsel Agreement (this "Agreement") is made as of this 1st day of November, 2017 (the “Effective Date”), by and betweenOBITX Inc., a Delaware corporation (the “Company”) andCarl G. Hawkins, P.A. – Law Offices of Carl G. Hawkins(“Consultant”),a Florida resident, located at _______. Company and Consultant may each be referred to in this Agreement as a “Party” and collectively as the “Parties.”

1. Services.  Consultant shall provide to Company the services typical of corporate counsel, including but not limited to, _______

2. Compensation.  In consideration for Consultant’s performance of the Services, Company shall pay Consultant $3,500 USD per month, which may be converted into common stock of the company at a 20% discount to the lowest price of the preceding five days of trading upon election by Consultant to convert.

The Company shall pay an initial stock allocation

a)Consultant shall receive a warrant to acquire 50,000 shares of the Company’s stock at par value ($0.0001 per share).  Consultant is limited to the purchase of 50,000 shares per month.

b)Consultant shall receive a warrant to acquire 250,000 shares of the Company’s stock at a discounted price of the lesser of the following:

a.$1 (one dollar) per share; or

b.The opening price on a federally regulated exchange service

3. Expenses. Except as otherwise specified in this Agreement, Company shall reimburse Consultant for all pre-approved, reasonable and necessary costs and expenses incurred in connection with the performance of the Services.

4. Term and Termination. Consultant’s engagement with Company under this Agreement shall commence on November 1, 2017. Consultant acknowledges and agrees that the engagement with Company is at will, subject to being terminated at the discretion of Company at any time, upon thirty (30) days prior written notice to Consultant.  In addition, this Agreement may be terminated by Consultant upon thirty (30) days prior written notice to Company. At the time of termination, Consultant agrees to return all Company property used in performance of the Services, including but not limited to computers, cell phones, keys, reports and other equipment and documents. Consultant shall reimburse Company for any Company property lost or damaged in an amount equal to the market price of such property.

5. Independent Contractor. The Parties agree and acknowledge that Consultant is an independent contractor and is not, for any purpose, an employee of Company.  Consultant does

 

not have any authority to enter into agreements or contracts on behalf of Company, and shall not represent that it possesses any such authority. Consultant shall not be entitled to any of Company’s benefits, including, but not limited to, coverage under medical, dental, retirement or other plans. Company shall not be obligated to pay worker's compensation insurance, unemployment compensation, social security tax, withholding tax or other taxes or withholdings for or on behalf of the Consultant in connection with the performance of the Services under this Agreement. Nothing contained in this Agreement shall be deemed or construed by the Parties to create the relationship of a partnership, a joint venture or any other fiduciary relationship. 

6. Confidentiality. 

a. Confidential and Proprietary Information.  In the course of performing the Services, Consultant will be exposed to confidential and proprietary information of Company. “Confidential Information” shall mean any data or information that is competitively sensitive material and not generally known to the public, including, but not limited to, information relating to development and plans, marketing strategies, finance, operations, systems, proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, data, databases, inventions, know-how, trade secrets, customer lists, customer relationships, customer profiles, supplier lists, supplier relationships, supplier profiles, pricing, sales estimates, business plans and internal performance results relating to the past, present or future business activities, technical information, designs, processes, procedures, formulas or improvements, which Company considers confidential and proprietary. Consultant acknowledges and agrees that the Confidential Information is valuable property of Company, developed over a long period of time at substantial expense and that it is worthy of protection. 

b.  Confidentiality Obligations.  Except as otherwise expressly permitted in this Agreement, Consultant shall not disclose or use in any manner, directly or indirectly, any Confidential Information either during the term of this Agreement or at any time thereafter, except as required to perform the Services or with Company’s prior written consent.

c.  Rights in Confidential Information.  All Confidential Information disclosed to Consultant by Company (i) is and shall remain the sole and exclusive property of Company, and (ii) is disclosed or permitted to be acquired by Consultant solely in reliance on Consultant’s agreement to maintain the Confidential Information in confidence and not to use or disclose the Confidential Information to any other person. Except as expressly provided herein, this Agreement does not confer any right, license, ownership or other interest in or title to the Confidential Information to Consultant.

            d.  Irreparable Harm.  Consultant acknowledges that use or disclosure of any Confidential Information in a manner inconsistent with this Agreement will give rise to irreparable injury for which damages would not be an adequate remedy.  Accordingly, in addition to any other legal remedies which may be available at law or in equity, Company shall be entitled to equitable or injunctive relief against the unauthorized use or disclosure of Confidential Information. Company shall be entitled to pursue any other legally permissible remedy available as a result of such breach, including but not limited to, damages, both direct and consequential

 

In any action brought by Company under this Section, Company shall be entitled to recover its attorney’s fees and costs from Consultant.

7. Ownership of Work Product. The Parties agree that all work product, information or other materials created and developed by Consultant in connection with the performance of the Services under this Agreement and any resulting intellectual property rights (collectively, the “Work Product”) are the sole and exclusive property of Company. The Parties acknowledge that the Work Product shall, to the extent permitted by law, be considered a “work made for hire” within the definition of Section 101 of the Copyright Act of 1976, as amended, (the “Copyright Act”) and that Company is deemed to be the author and is the owner of all copyright and all other rights therein. If the work product is not deemed to be a “work made for hire” under the Copyright Act, then Consultant hereby assigns to Company all of Consultant’s rights, title and interest in and to the Work Product, including but not limited to all copyrights, publishing rights and rights to use, reproduce and otherwise exploit the Work Product in any and all formats, media, or all channels, whether now known or hereafter created.

8. Mutual Representations and Warranties.  Both Company and Consultant represent and warrant that each Party has full power, authority and right to execute and deliver this Agreement, has full power and authority to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of this Agreement. No other consents are necessary to enter into or perform this Agreement.

9. Consultant Representation and Warranties.Consultant represents and warrants that it has all the necessary licenses, permits and registrations, if any, required to perform the Services under this Agreement in accordance with applicable federal, state and local laws, rules and regulations and that it will perform the Services according to Company’s guidelines and specifications and with the standard of care prevailing in the industry.

10. Indemnification. The Consultant shall indemnify and hold harmless Company from any damages, claims, liabilities, loss and expenses, including reasonable attorney’s fees, arising out of any act or omission of Consultant in performing the Services or the breach of any provision of this Agreement by Consultant.

11. Governing Law.  The terms of this Agreement and the rights of the Parties hereto shall be governed exclusively by the laws of the State of Florida, without regarding its conflicts of law provisions.

12. Venue and Jurisdiction. All disputes arising out this Agreement shall be resolved in Duval County.  The Middle District of Florida has exclusive jurisdiction for litigation arising in connection with this Agreement.  If the Middle District of Florida lacks jurisdiction over the matter, the matter shall be resolved in a state court in Duval County.

13. Disputes. Any dispute arising from this Agreement shall be resolved through mediation. If the dispute cannot be resolved through mediation, then the dispute will be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association.

 

14.BindingEffect.ThisAgreementshallbebindinguponandinuretothebenefitoftheParties andtheirrespectivesuccessorsandpermittedassigns.

15.Assignment.TheinterestsofConsultantarepersonaltoConsultantandcannotbeassigned, transferredorsoldwithoutthepriorwrittenconsentofCompany.

16.EntireAgreement.ThisAgreementconstitutestheentireagreementbetweentheParties heretowithrespectthesubjectmatterhereof,andsupersedesallpriornegotiations, understandingsandagreementsoftheParties.

17.Amendments.Nosupplement,modificationoramendmentofthisAgreementwillbe bindingunlessexecutedinwritingbybothoftheParties.

18.Notices.AnynoticeorothercommunicationgivenormadetoeitherPartyunderthis Agreementshallbeinwritinganddeliveredbyhand,sentbyovernightcourierserviceorsentby certifiedorregisteredmail,returnreceiptrequested,totheaddressstatedaboveortoanother addressasthatPartymaysubsequentlydesignatebynotice,andshallbedeemedgivenonthe dateofdelivery.

19.Waiver.NeitherPartyshallbedeemedtohavewaivedanyprovisionofthisAgreementor theexerciseofanyrightsheldunderthisAgreementunlesssuchwaiverismadeexpresslyandin writing.WaiverbyeitherPartyofabreachorviolationofanyprovisionofthisAgreementshall notconstituteawaiverofanysubsequentorotherbreachorviolation.

20.FurtherAssurances.AttherequestofoneParty,theotherPartyshallexecuteanddeliver suchotherdocumentsandtakesuchotheractionsasmaybereasonablynecessarytoeffectthe termsofthisAgreement.

21.Severability.IfanyprovisionofthisAgreementisheldtobeinvalid,illegalor unenforceableinwholeorinpart,theremainingprovisionsshallnotbeaffectedandshall continuetobevalid,legalandenforceableasthoughtheinvalid,illegalorunenforceableparts hadnotbeenincludedinthisAgreement.

22.MutualNon-Disparagement.ConsultantandCompany(definedasdirectors,officersand seniorstaffmembers)andtheiragentsandrepresentativeshavenotandmaynotmakeor communicate,directlyorindirectly,anynegativeordisparagingcommentsorinformationabout eachotheroranyofthecurrentorformerofficers,directors,managers,supervisors,employees, orrepresentativesofCompanyoranyofitssubsidiariesandaffiliatesconcerningthereputation orstatusoftheotherparty’sprofessionalabilities,business,orfinancialcondition.Intheevent ConsultantisaskedbyapersonoutsideCompanyoranyofitsaffiliatesaboutherserviceswith theCompany,and/orthedifferencesbetweenConsultantandCompanyoranyofitsaffiliates, theConsultantwillnotdisparagetheCompany.IntheeventamemberofCompany’ssenior staffisaskedbyapersonoutsideofCompanyoranyofitsaffiliatesaboutConsultant’sservices forCompanyand/orthedifferencesbetweenConsultantandCompanyandanyofitsaffiliates, theymaynotdisparageConsultant.Thisnon-disparagementprovision,however,maynot prohibitCompanyfromprovidingemploymentreferencespertainingtoConsultant’sformer

 

serviceswithCompanywhichConsultant  expresslyconsentsand  permitstheCompanytoprovidewithoutanyrecoursebyConsultantassociatedwithprovidingthereference(s).

23.Non-Circumvention.TheCompanyorConsultantmaynotatanytimepriortotheexpirationofthree(3)yearsfromthedateofthisAgreement,withoutthepriorwrittenconsentoftheotherParty,whichconsentmaybewithheldintheconsentingParty’ssolediscretion,(a)attemptinanymannertodealdirectlyorindirectlyinanymannerwithanyoftheContactPersonsorotherindividualsorcompaniesrelatedtotheBusinessOpportunityincludingbyhavinganypartoforderivinganybenefitfromtheBusinessOpportunityoranyaspectthereof,or(b)by-pass,compete,avoid,circumvent,orattempttocircumventtheotherPartyrelativetoBusinessOpportunityincludingbyutilizinganyoftheConfidentialInformationorbyotherwiseexploitingorderivinganybenefitfromtheConfidentialInformation.

24.Assignment.TheConsultantmaynotassign,delegate,ortransferthisAgreement,anyrightshereunder,nor anypayment dueorto becomedue hereunder.Anysuchassignment(s)orattemptatanysuchassignmentisvoidandnotbindinguponCompany.TheConsultantacknowledgesthatthisAgreementisoneforpersonalservicesforthebenefitofCompanyandisnotdelegableinwholeorinpart.

25.Subcontracting.CompanyretainstheexclusiverighttoapproveallsubcontractorsoftheConsultant,andtheConsultantagreesthatitwillnotsubcontractanyworkandservicesunderthisAgreementwithoutthepriorwrittenapprovalofCompany.

INWITNESSWHEREOF,thisAgreementhasbeenexecutedanddeliveredasofthedatefirstwrittenabove.

____________________________________ 

              CompanySignature

                                              Alex Mardikian, CEO,Company

         ___________________________________                                     _________________________________

ConsultantSignature                                       Carl G. Hawkins