Consulting Agreement with One Percent Investments, Inc

Exhibit 10.6 

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) is made as of November 9, 2018, (“Effective Date”), by and between One Horizon Group, Inc. (NASDAQ: OHGI), a Delaware Corporation with an office and place of business located at 34 South Molton Street, London W1K 5RG UK (“OHGI” or the “Company”), and One Percent Investments, Inc. with an address at 330 Clematis Street, Suite 217, West Palm Beach, FL 33401 (“Consultant”). The Company and/or the Consultant may each be referred to herein as a “Party,” and collectively as the “Parties.”

WHEREAS, the Company is exploring potential strategic alliances and/or business transactions to acquire additional technology for data analytics in advancement of its business growth;

WHEREAS, Consultant has experience working with digital technology companies and performing related research and evaluation and has introduced the Company to a number of potential strategic alliances, which may lead to the completion of business transactions and Consultant has also been advising the Company in regards to expansion of its professional staff in support of the same;

NOW THEREFORE, the Company has requested that consultant undertake these services at the direction of the Company and engage in related activities (“Consulting Services”); and the Company agrees to retain the Consultant to provide the Consulting Services and the Consultant will provide the Consulting Services for the “Term” (as defined in Section 1) of this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, and intending to be legally bound hereby, the Consultant and the Company agree as follows:

1.             TERM. This Agreement shall commence upon receipt of the Compensation st forth in Section 4(a) and shall extend thereafter for an initial period of six (6) months (“Term”). Unless immediate termination is otherwise specifically permitted herein or by applicable law (e.g. for material breach), the Company may cancel this Agreement by providing thirty (30) calendar days written notice to Consultant (“Termination Notice”). Notwithstanding, in the event of termination, the Compensation (Section 4) shall be immediately due and payable.

2.             CONSULTING SERVICES. The Company expressly acknowledges and agrees that the Consulting Services are to be performed in a commercially reasonable manner and are not legal or broker-dealer services and that the execution of this Agreement does not guaranty any particular success or result.

3.             APPROVAL OF INFORMATION. The Company shall furnish the Consultant with such information as is reasonably required in order for the Consultant to perform its duties hereunder (all such information so furnished, “Information”). The Company recognizes and confirms that the Consultant (i) will use, and rely primarily on, the Information and information available from generally recognized public sources (“Public Information”) in rendering the Consulting Services without having independently verified the same, (ii) does not assume responsibility for the accuracy of completeness of the Information and Public Information, (iii) will not make an appraisal of any assets of the Company, and/or (iv) will provide the Consulting Services based on the Information and the Public Information.

It is the Company’s responsibility to make certain that the Information to be furnished by the Company, when delivered, will be true and correct in all material respects and will not contain any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Company shall promptly notify the Consultant of any material inaccuracy or misstatement in, or material omission from, any Information theretofore delivered to the Consultant, or in any Public Information to the extent that the Company is aware of the same.

For the Consulting Services rendered during the Term, the following “Compensation” shall be due and owing the Consultant from the Company:

5.             LIMITATION OF ENGAGEMENT. The Company acknowledges that the Consultant is providing the Consulting Services as an independent contractor.

6.             CONFIDENTIALITY. Other than as required by applicable law, neither the Consultant nor any of its employees, agents, and/or officers or directors shall disclose any knowledge or information they have obtained in the course of performing the Consulting Services, if such knowledge or information concerns the confidential or non-public affairs of the Company, without the Company’s prior consent. The existence of this Agreement is also privileged and confidential subject to applicable Securities Laws.

8.             NOTICE. All notices and correspondence hereunder shall be in writing and sent by e-mail or FedEx to the applicable Party at the addresses set forth above.

9.             INDEMNIFICATION. The Company agrees to indemnify, defend and hold harmless the Consultant, its officers, directors, members, employees, affiliates, and agents against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any act, action or omission, arising out of or related to the services provided by Consultant under this Agreement, except for acts of the Consultant of willful misconduct or gross negligence related to this Agreement.

10.           LIMITATIONS. Any liability of the Consultant, its officers, directors, members, employees, affiliates, agents or representatives shall not exceed ten percent (10%) of the initial value in United States Dollars of the Compensation actually paid to the Consultant by the Company pursuant to Section 4 of this Agreement.

11.           EXPENSES. The Company will reimburse the Consultant for its receipted expenses approved by the Company in advance, including, but not limited to, expenses relating to the Consultant’s travel and lodging, which expenses during the Term shall not exceed fifty thousand dollars ($50,000). The Consultant shall always seek advance approval from the Company for any single expense that exceeds five thousand dollars ($5,000). The Company shall also reimburse Consultant upon presentation of any expenses incurred by the Consultant for collection of any Compensation due to the Consultant under Section 4 of this Agreement, including but not limited to reasonable attorneys’ fees and court costs. Reimbursement shall be made within fifteen (15) business days following the receipt by the Company of the Consultant’s invoice related to any such expenses.

12.           MISCELLANEOUS. This Agreement shall not be modified or amended except in writing signed by the Parties; shall be binding upon and inure to the benefit of the Parties and their respective assigns or successors; and constitutes the entire agreement of the Parties and supersedes any prior agreements. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect, and the remainder of the Agreement shall remain in full force and effect. This Agreement may be executed in counterparts (including e-mail scans) each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

One Horizon Group, Inc. represents and warrants that all of the Consultant Shares and any and all Subsequent Consultant Shares shall be or will have been validly issued, fully paid and non-assessable and that the Company’s Board of Directors has or shall have duly authorized the issuance and transfer thereof to Consultant. The Company agrees to promptly file this Agreement with the appropriate governing bodies and to reference the same in its next Exchange Act filing.

IN WITNESS WHEREOF, the Parties below have each caused this Agreement to be executed as of the date first set forth above.