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- Consulting Agreement Terms Table - Fundamentals Consultant Name BiOnix Solutions Corporation Consultant Consultant Email-Contact Name Victor Garcia &Partners Contact Email-Services Personnel/Resource(s) Education Engineer (Stacey Scott) Consulting Start Date March 11, 2019 Consulting End Date April 30, 2019 [with possibility of Option to Extend to May 31, 2019 per Client needs] Term Days’ Notice Required for 15 Termination Expenses Subcontracting Are Approved Expenses Paid Yes, per GSA’s per diem rules by &Partners Subcontracting Allowed No Terms Table – Monetary Payment Schedule Bi-Weekly Invoicing; Net 15 Terms Monetary Payment Amount $536.00 x day; 5 days x week 1 Consulting Agreement In consideration of the mutual promises contained herein, Consultant and PRTNRS, LLC (“&Partners”, and collectively with Consultant, the "Parties") agree as follows: 1 &Partners desires to retain Consultant as an independent consultant to perform the Consulting Services Consulting Services described above in the Terms Table and below in Section 1.a, and Consultant is willing to perform the Consulting Services on the terms described herein. In performing the Consulting Services, Consultant will at all times comply with any and all applicable laws and regulations. a. Non-exhaustive, illustrative example of responsibilities of Consulting Services to be rendered: developing lesson plans and assignments; creating guidelines that enable instructors to deliver lesson plans to students in the classroom; working with the rest of the &Partners team to effectively prepare the student software development environments 2 During the Term, &Partners will pay Consultant a consulting fee equal to the Payment Consulting Fee Amount on the Payment Schedule, stated in the Terms Table above. 3 &Partners will only pay for those Consultant Expenses as detailed in the Terms Table Expenses above, in each case only as approved by &Partners, included in Consultants’ invoice, and properly documented by receipts. 4 This Agreement, and all duties and obligations herein, are personal in nature, and neither Subcontracting &Partners nor Consultant shall assign or subcontract all or any part of this Agreement without the prior written consent of the other party. 5 This Agreement will be effective from the Consulting Start Date until the Consulting End Term and Date, unless earlier terminated by either Party (the “Term”). This Agreement may be Termination terminated: a. Mutual Consent. This Agreement may be terminated at any time by mutual consent of the Parties. b. Upon Notice. Either Party may terminate this agreement with the requisite Early Termination Notice stated above in the Terms Table. &Partners may pay an applicable amount of fees to Consultant in lieu of notice and may waive any notice provided by Consultant to terminate this Agreement immediately. c. Death or Disability. The Agreement will terminate immediately upon the death 2 Consulting Agreement or disability of the Consultant. d. Termination for Cause. &Partners may terminate this Agreement and Consultant’s services at any time if Consultant engages in misconduct or any fraudulent or dishonest act against &Partners or in connection with providing services to &Partners; Consultant violates any applicable law or regulation relating to dishonesty or respecting &Partners’ business, or that disqualifies Consultant from being affiliated with &Partners; &Partners habitually neglects &Partners’ duties or provides substandard service; or Consultant otherwise violates any of the terms of this Agreement. Payment on Termination. Other that Termination for Cause in Section 5.d, if this Agreement is terminated early, payment amounts owed will end on the termination date. Upon termination for cause pursuant to Section 5.d, any fees that have not been paid will be forfeited and not paid to Consultant. 6 Definition. “Confidential Information” means any non-public information communicated Confidentiality by one Party to the other Party under this Agreement which is marked or declared as “Confidential” or “Proprietary” or otherwise should be reasonably understood from the context of disclosure or from the information itself, to be confidential. Confidential Information generally includes all non-public &Partners information learned by Consultant while performing the Consulting Services. Exclusions. Notwithstanding the foregoing, the following types of information shall not be included within the definition of Confidential Information: (i) information which, at the time of disclosure, is or was in possession of the receiving Party as substantiated in writing; (ii) information which, subsequent to the time of disclosure, enters the public domain without breach of this Agreement; and/or (iii) information that is required to be disclosed pursuant to applicable law. Obligation. Each receiving Party must maintain the confidentiality of the disclosing Party’s Confidential Information and not use it for any purpose other than solely as required and necessary to perform the receiving Party’s obligations under this Agreement. In the event Confidential Information is required to be disclosed by applicable law, and to the extent not prohibited by applicable law, the receiving Party must immediately notify the disclosing Party. Each receiving Party’s obligation to maintain the confidentiality of Confidential Information will survive the termination or expiration of this Agreement. 7 All Work Product will be deemed a "work made for hire" (as such are defined in the U.S. Intellectual Copyright Act, as amended) for the sole benefit of and owned exclusively by Consultant Property upon its creation, and, in the case of copyrightable works, upon its fixation in a tangible medium of expression. Consultant acknowledges and agrees that all right, title and 3 Consulting Agreement interest in and to all such Work Product and related Intellectual Property rights are and will remain the sole and exclusive property of &Partners. Consultant will not own, use, pursue or have any other rights in or to such Work Product without the prior written consent of &Partners. Consultant will ensure that all of Consultant’s employees and subcontractors (in each case as applicable) are subject to no less restrictive terms and conditions regarding any of the terms and conditions set forth in this Section 7. Assignment. If any of the Work Product, or any part or element of the Work Product, is found as a matter of law not to be a "work made for hire," within the meaning of the Act, Consultant will be deemed to have assigned exclusively to &Partners, any and all right, title and interest, in and to all such Work Product, including without limitation all Intellectual Property rights related (either directly or indirectly) to all such Work Product. Further Assurances. Consultant will execute and deliver any additional documents or instruments that &Partners reasonably requests, and perform any acts that may be reasonably necessary, to fully effectuate and record the sale, purchase, transfer, assignment and registration (if applicable) of all right, title and interest in and to the Work Product, in any and all jurisdictions throughout the world. Moral Rights. Consultant waives all moral rights to any Intellectual Property, including, but not limited to, the right to the integrity of the Intellectual Property, the right to be associated with the Intellectual Property as its author by name or under a pseudonym and the right to remain anonymous. Pre-existing Intellectual Property. Notwithstanding any of foregoing, Consultant acknowledges that the Work Product may contain pre-existing Intellectual Property that Consultant conceived, discovered or developed, in whole or in part, prior to the date of this Agreement (“Pre-existing Intellectual Property”), which may be used in the provision of products and services by &Partners to other persons, firms and entities. Consultant acknowledges and agrees that all right, title and interest in and to all such Preexisting Intellectual Property are and will remain the property of Consultant and/or Consultant’s direct or indirect licensors and/or affiliates. Consultant grants &Partners a limited, nonexclusive, non-transferable, revocable license to use the Pre-existing Intellectual Property, solely to use the Work Product as anticipated by this Agreement. Third Party Intellectual Property. If the use of any Work Product provided to &Partners under this Agreement requires the provision or use of, or if such Work Product incorporates, any Intellectual Property owned by a third party (“Third-Party Intellectual Property”), Consultant will (i) immediately notify &Partners of any and all related third party permissions and end-user licenses required by such third party in order to fully utilize such Work Product; (ii) secure for itself all the necessary licenses to develop the Work Product; and (iii) secure for &Partners a non-exclusive, perpetual, worldwide, fully paid, non-cancelable license, with a right freely to sublicense, to use the Third Party Intellectual Property in connection with the Work Product. 4 Consulting Agreement Definitions: a. "Intellectual Property" means all works protected under current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights, including writings and other works, operating plans and budgets, marketing, sales, methods of doing business, merchandising, software, data, customer and vendor information or other business information disclosed to &Partners during the term of the Agreement, whether copyrightable or not in any jurisdiction, and any renewals or extensions thereof. b. “Work Product” means all Intellectual Property conceived, discovered or developed by Consultant, in whole or in part, as a result of or relating to the work performed by Consultant pursuant to this Agreement, including all intermediate and partial versions thereof, whether before or after the execution of this Agreement and whether or not made, conceived, discovered or developed during regular business hours; provided that Work Product does not include any Pre-existing Intellectual Property or Third Party Intellectual Property (each as defined above).] 8 General. It is understood and agreed that Consultant will perform the Services as an Independent independent consultant, and nothing herein will be construed to be inconsistent with such Consultant relationship or status. This Agreement does not establish an employment, partnership, joint venture or agency relationship between Consultant and &Partners. Consultant is retained by &Partners only to the extent set forth in this Agreement for the performance of the Services. Consultant will perform the Services at any place or location and at such times as Consultant and &Partners shall collectively determine, subject to the deadlines specified by &Partners. Consultant will provide Consultant’s own equipment to perform the Services and acknowledges that Consultant has the required equipment, skills, facilities and tools for the performance of the Services. Third Party Services. Consultant is not required to provide services exclusively to &Partners and Consultant is free to undertake other engagements with other business entities, provided that although Consultant may become an employee of, or provide consulting services to, other companies, Consultant agrees not to engage in any activity that could conflict or interfere with the performance of Consultant’ duties under this Agreement, or that could result in a conflict of interest. Taxes. Consultant hereby represents and warrants that Consultant is solely and exclusively responsible for paying all federal, state and/or local taxes and withholdings with respect to any fees Consultant receives as a result of the performance of the Services. In addition, Consultant represents and warrants that Consultant will comply with any other applicable statutory or contractual obligations, including but not limited to, workers' compensation insurance, health insurance, and unemployment insurance as part 5 Consulting Agreement of Consultant’s status as an independent business. No Benefits. Each Party represents and warrants that Consultant is not eligible, and will have no claim against &Partners, for employee benefits, including but not limited to vacation or holiday pay, sick leave, health insurance, retirement benefits, unemployment insurance benefits, separation payments or other employee benefits of any kind (collectively, "Benefits"). If any government agency or court determines that Consultant should be reclassified as an employee, Consultant hereby waives any right to &Partners Benefits and acknowledges and understands that such reclassification shall not entitle Consultant to any Benefits offered to &Partners’ employees. Authority. The Consultant has no authority to and will not exercise or hold itself out as having any authority to enter into or conclude any contract or to undertake any commitment or obligation for, in the name of or on behalf of the &Partners. 9 Each Party agrees that it will be totally responsible for and indemnify the other Party Indemnity completely for any and all personal injury to third parties and tangible property, personal or realty, of third parties caused by that Party’s negligence or willful misconduct in performance of its obligations under this Agreement. 10 Limitation of Liability TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR A PARTY’S OBLIGATIONS UNDER SECTION 10 (INDEMNIFICATION), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. IN ANY CASE, EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES DUE TO CONSULTANT FOR THE SERVICES RENDERED UNDER THIS AGREEMENT. 13 Entire Agreement. This Agreement constitutes the entire agreement between the Parties Miscellaneous with respect to the services to be performed by &Partners under this Agreement. No 6 Consulting Agreement Warranties. Except as expressly provided herein, the Consulting Services are provided without any warranties. Amendment. None of the provisions of this Agreement may be waived, changed or altered except by an instrument in writing signed by both Parties. Waiver. The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach or violation. Governing Law. This Agreement and all matters relating to the meaning, validity or enforceability thereof and the performance of services hereunder shall be governed by the laws of Delaware. No Third Party Beneficiaries. This Agreement is intended for the exclusive benefit of the Parties and not intended to benefit any third party. Survival. Those terms that by their nature should survive either expiration or termination of this Agreement will survive, including but not limited to the parties’ obligations with respect to confidential information, ownership, indemnification and limitation of liability. [SIGNATURE PAGE FOLLOWS] 7 Consulting Agreement IN WITNESS WHEREOF, the Parties have entered into this Consulting Agreement as of the date signed below. EXECUTED BY: &Partners By: Its: Date: BiOnix Solutions Corporation By: Its: Date: [CONSULTING AGREEMENT SIGNATURE PAGE] 8