InvestorRelations Consulting Agreement

Exhibit 10.5

Investor Relations Consulting Agreement

THIS CONSULTING AGREEMENT (“Agreement”) is made this 31st day of August 2018 by and between OZOP Surgical Corp. (OZSC) (hereinafter referred to as the “Company” or “OZSC”), and Kingdom Building, Inc. (hereinafter referred collectively as the “Consultant” or “KBI”).

EXPLANATORY STATEMENT

The Consultant affirms that it has successfully demonstrated financial and public relations consulting expertise, and possesses valuable knowledge, and experience in the areas of business finance and corporate investor/public relations. The Company believes that the Consultant’s knowledge, expertise and experience would benefit the Company, and the Company desires to retain the Consultant to perform consulting services for the Company under this Agreement.

NOW, THEREFORE, in consideration of their mutual agreements and covenants contained herein, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in further consideration of the affixation by the parties of their respective signatures below, the parties agree as follows:

Consulting Services

1.1       KBI agrees that commencing on the 31st day of August 2018, the Consultant will reasonably be available during regular business hours to advise, counsel and inform designated officers and employees of the Company as it relates to financial markets and exchanges, competitors, business acquisitions and other aspects of or concerning the Company’s business about which KBI has knowledge or expertise.

1.2       KBI shall render services to the Company as an independent contractor, and not as an employee. All services rendered by KBI on behalf of the Company shall be performed to the best of KBI’s ability in concert with the overall business plan of the Company and the goals and objectives of the Company’s management and Board of Directors, including articulating OZSC’s investment story and highlights; building and maintaining relationships with supporters of the stock, including institutional investors and sell-side analysts; increasing the Company participation in investment conferences focused on medical device and small-cap companies; achieving a fair market value for the Company’s stock; and significantly increasing the Company’ s exposure in the financial market.

KBI will develop, implement, and maintain an ongoing stock market support system for OZSC with the general objective of expanding awareness in OZSC among stockbrokers, analysts, small-cap portfolio/fund managers, market makers, and the appropriate financial & trade publications.

1. INVESTOR RELATONS

2. INVESTMENT AWARENESS AND OUTREACH

3. FINANCIAL MEDIA RELATIONS

Targeted media relations offer an important segment to the corporate story. KBI will target media opportunities that highlight OZSC’s strategy, growth objectives, board of directors, developments and milestones related to its business. Services include:

A.       Targeted media programs

B.       Strategic counsel

C.       Release drafts and media targets

D.       Q&A to support significant corporate developments

F.       Feedback after interviews

Trade Magazines & Journals - Investors, business partners, customers, and business reporters utilize the industry press as a valued source of information. KBI will raise awareness for OZSC’s business and technologies, and news events related to growth performance, partnership deals, and significant product advances in qualified trade magazines and journals.

Business & Financial Media – KBI will identify the optimal news, corporate, and industry trends that will provide angles in the business/financial media and then actively pursue those opportunities with the appropriate reporter(s).

KBI Branded Distribution – Company will be featured in KBI Newsletter which is distributed eight times per year to over 25,000 investors worldwide.

PUBLIC MARKET INSIGHT

KBI will counsel and educate the Company’s senior management on the life cycle of the financial markets and most importantly how the Company is impacted directly and indirectly by different variables. The Team at KBI leverages its collective expertise on all aspects of strategic financial, corporate and crisis communications gain through representing over 200 public companies. KBI will help the Company set and manage expectations while relaying valuation metrics, perceptions, and methodologies utilized by investment professionals. This consulting aspect of KBI’s business is extremely valuable for management to optimize key opportunities and to avoid pitfalls.

As part of its ongoing commitment and partnership with the Company, KBI will educate the Company’s senior management on the importance of establishing conservative expectations and how various corporate actions may be perceived and impact the public market.

II.       Agenda

Timeline

FIRST 30 DAYS

1. Spend adequate time with management to understand the business/growth plan, financial forecasts, capital expenditure, and cash flow projections.
2. Create a two-page Corporate Profile, which clearly articulates OZSC’s current business and financial position, as well as its strategy for future growth. This is an important marketing piece for investors to quickly learn about the company.
3. Review and update PowerPoint presentation. KBI will utilize proprietary research, feedback from conversations and meetings to incorporate and improve the Investor PowerPoint and message delivery. UPDATED AT LEAST ONE TIME PER QUARTER.
4. Assist and provide input for all corporate press releases including both creation and ongoing revisions. We will assist by providing additional fact finding and other market research which will help the context and delivery of the message.
5. Counsel senior management on all aspects of the capital markets and most importantly how OZSC is impacted directly and indirectly by different economic variables. The goal is to enable management to optimize key opportunities and to avoid pitfalls, both of which have long-term positive implications.

8. Provide a detailed description of each contact prior to each meeting. During the meetings and/or conference calls a member of KBI will be available to facilitate the correspondence and assist with due diligence. Management will be provided with a summary of feedback including KBI’s suggestions for improvements on both the context and delivery of the Company’s story.

DAYS 30-60

2. Formalize a Press Release calendar (queue) for coming three months. Create and release accordingly to the market and simultaneously to current and prospective investors inboxes.
3. Include OZSC where applicable in interviews with all financial online sites. Review and create media target list. Being to make introductions and follow-up.
4. Include OZSC in all presentations where KBI representatives will speak on OZSC’s industry topics.
5. Continue outreach and road shows.

DAYS 60-90

ONGOING – These services will be provided ongoing with a summary included in each quarterly update

Many of the above items will occur simultaneously but certain items will have chronological priority over others. As OZSC grows, KBI will recommend changes to the Agenda that complement its growth. As the Company continues to execute its strategic plan by winning new customers and expanding its base of business we will target an expanded universe of institutional investors. At each stage of growth, the appropriate approach to the market will be incorporated into the agenda for optimal results.

Assuming that management’s efforts are leading ultimately to success and greater profitability, the end results of this financial communication and awareness campaign should be:

III.       Term

This Agreement becomes effective upon execution and shall remain effective for a period of twelve (12) months from that date. After the initial six (6) month period, this Agreement may be terminated upon sixty (60) days written notice. If not terminated, this agreement shall continue and will automatically renew every twelve (12) months unless either party to the other delivers written notice of termination at least sixty (60) days prior to the end of the then current term.

IV.       Compensation

V.       Prior Restriction

KBI represents to the Company that it is not subject to, or bound by, any agreement which sets forth or contains any provision, the existence or enforcement of which would in any way restrict or hinder KBI from performing the services on behalf of the Company that KBI is herein agreeing to perform.

Neither KBI nor any consultant it utilizes in connection with the services hereunder shall provide any service to, or contract with any direct competitor of the Company during the Term of this Agreement (including any extensions thereof) or for a period of ninety (90) days thereafter.

VI.       Assignment

This Agreement is personal to KBI and may not be assigned in any way by KBI without the prior written consent of the Company. Subject to the foregoing, the rights and obligations under this Agreement shall inure to the benefit of, and shall be binding upon, the heirs, legatees, successors and permitted assigns of KBI and upon the successors and assigns of the Company.

VII.       Confidentiality

Except as required by law or court order, KBI will keep confidential any trade secrets or confidential or proprietary information of the Company which are now known to KBI or which hereinafter may become known to KBI and KBI shall not at any time directly or indirectly disclose or permit to be disclosed any such information to any person, firm, or corporation or other entity, or use the same in any way other than in connection with the business of the Company and in any case only with prior written permission of OZSC. For purposes of this Agreement, “trade secrets or confidential or proprietary information” includes information unique to or about the Company including but not limited to its business and is not known or generally available to the public.

VIII.        Default

1. Except for a claim or controversy arising under Section VIII of this Agreement, any claim or controversy arising under any of the provisions of this Agreement shall, at the election of either party hereto, be determined by arbitration in California in accordance with the rules of the American Arbitration Association. The decision of the Arbitrator shall be binding and conclusive upon the parties. Each party shall pay its own costs and expenses in any such arbitration. The prevailing party shall be entitled to reimbursement of all fees incurred, including attorney, filing, travel and anything associated with the arbitration.

2. In the event that KBI commits any material breach of any provision of this Agreement, as determined by the Company in good faith, the Company may, by injunctive action, compel KBI to comply with, or restrain KBI from violating, such provision, and, in addition, and not in the alternative, the Company shall be entitled to declare KBI in default hereunder and to terminate this Agreement and any further payments hereunder.

3. Since KBI must at all times rely upon the accuracy and completeness of information supplied to it by the Company’s officers, directors, agents, and employees, the Company agrees to indemnify, hold harmless, and defend KBI, its officers, agents, and employees at the Company’s expense, against any proceeding or suit which may arise out of and/or be due to any material misrepresentation in such information supplied by the Company to KBI (or any material omission by the Company that caused such supplied information to be materially misleading).

4. KBI agrees to indemnify, hold harmless and defend the Company, its officers, directors, employees and agents from and against any and all claims, actions, proceedings, losses, liabilities, costs and expenses (including without limitation reasonable attorney’s fees) incurred by any of them in connection with, as a result of, and or due to any actions or inactions or misstatements by KBI, its officers, agents, or employees regarding or on behalf of the Company whether as a result of rendering services under this agreement or otherwise.

IX.       Severability and Reformation

If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future law, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision were never a part hereof, and the remaining provisions shall remain in full force and shall not be affected by the illegal, invalid, or unenforceable provision, or by its severance; but in any such event this Agreement shall be construed to give effect to the severed provision to the extent legally permissible.

X.       Notices

Any notices required by this Agreement shall (i) be made in writing and delivered to the party to whom it is addressed by hand delivery, by certified mail, return receipt requested, with adequate postage prepaid, or by courier delivery service (including major overnight delivery companies such as Federal Express and UPS), (ii) be deemed given when received, and (iii) in the case of the Company, be mailed to its principal office at OZOP Surgical Corp., 319 Clematis Street, Suite 714, West Palm Beach, FL, USA, 33401; and in the case of KBI, be mailed to KBI, 572 Hidden Ridge Ct., Encinitas, CA 92024.

XI.       Miscellaneous

1. This Agreement may not be amended, except by a written instrument signed and delivered by each of the parties hereto.
2. This Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter hereof, and all other agreements relating to the subject matter hereof are hereby superseded.
3. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California.

In Witness Whereof, the parties have executed this Consulting Agreement as of the day and year first above written.

AGREED:　

Kingdom Building, Inc. Ozop Surgical Corp.

By: ____________________________ By: _______________________________

Ted Haberfield, President _______________________________

Date: ___________________________ Date: ______________________________