Exhibit 10.15
Nathan Larsen - TruGolf - MOU
This Memorandum of Understanding is made and entered into the 1st day of June 2022, by and between TruGolf, a Nevada corporation (“Company”), and Nathan Larsen, (“Agent”). This Memorandum of Understanding is meant to be legally binding, and to verify the mutual intent of both parties to secure a working relationship between both parties and is prepared to provide a working framework in lieu of a final agreement.
Company agrees:
| 1. | To use commercially reasonable efforts to implement the mutually agreed upon strategies and tactics to prepare the Company for growth. |
| 2. | To consider Agent as Chief eXperience Officer as the Company prepares for IPO. |
| 3. | To a term of at least 12 months. |
| 4. | To pay Agent the following; $12,000 a month across 2 payments, and $1,500 a month as a quarterly bonus at the end of each quarter for achieving quarterly targets. |
| 5. | To reevaluate total compensation around October 2022 to bring it up to a local industry based average for comparable titles. |
| 6. | To grant Agent a stock position of 1% of fully diluted stock as of the execution date, and participation in future employee stock options programs commensurate with the title. |
Agent agrees:
| 1. | To act as a member of the advisory board in implementing mutually agreed plans to prepare the Company for growth. |
| 2. | To act as primary point of contact as Franchise liaison including with John Gulyas, and the various vendors they recommend. |
| 3. | To act as administrator and tools implementation project manager for on-going strategic growth efforts including monthly Council meetings, Quarterly Business Reviews, and annual Strategic Planning. |
General Provisions:Non-Disclosure; Non-Circumvention, Non-Solicitation. Both parties, as the case may be (the “Receiving Party”), understands that the other party (the “Disclosing Party” or the “Owner”) has disclosed or may disclose information relating to the Disclosing Party’s business (including, without limitation, business processes, product information, subcontract arrangements, computer programs, names and expertise of employees and consultants, know-how, formulas, processes, algorithms, prices, ideas, inventions [whether patentable or not], schematics and other technical, business, financial, customer and product development plans, leads, forecasts strategies and information), which, to the extent previously, presently, or subsequently disclosed to the Receiving Party is referred to as “Proprietary Information” of the Disclosing Party. Both Parties agree to hold the Disclosing Party’s Proprietary Information in confidence and to take reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its confidential materials) not to divulge any such Proprietary Information or any information derived therefrom to any third person (except consultants, subject to the conditions stated below), not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally whether to enter into an agreement with the Disclosing Party or other 3rd party disclosed by the Disclosing Party, and not to copy or reverse engineer any such Proprietary Information, nor solicit without prior written consent any parties considered part of Proprietary Information.
| TruGolf | | Nathan Larsen |
| | | | | |
| Signed: | /s/ Chris Jones | | Signed: | /s/ Nathan Larsen |
| | | | | |
| Name: | Chris Jones | | Name: | Nathan Larsen |
| Title: | CEO | | | |
| Date: | 6/1/22 | | Date: | 6/1/22 |
