Consulting Contract-VP Sales with Donald Hickey dated August 10, 2022

Exhibit 10.1

PROFESSIONAL SERVICES

(CUSTOMER and VENDOR hereinafter collectively referred to as the “Parties”)

PREAMBLE

WHEREAS CUSTOMER wishes to retain the services of VENDOR for the purpose of performing certain services described below;

WHEREAS the VENDOR, for good and valuable consideration, agrees to provide CUSTOMER the services described below;

WHEREAS the Parties wish to confirm their agreement in writing;

WHEREAS the Parties are duly authorized and have the capacity to enter into and execute this Agreement;

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

The preamble forms an integral part of this Agreement.

2.01 Services

VENDOR undertakes to provide CUSTOMER the services further described in the specifications agreed to in Schedule A of this Agreement (hereafter referred to as the “Specifications”).

3.01 Price

With respect to the services to be provided, the CUSTOMER shall pay VENDOR the price indicated in the Specifications, plus any applicable taxes.

3.02 Billing

VENDOR shall send all invoices to CUSTOMER’s address indicated in the Specifications or to any other address CUSTOMER may communicate to VENDOR following the signing of this Agreement.

3.03 Terms and Conditions of Payment

The price is payable by CUSTOMER to VENDOR according to the terms and conditions of payment indicated in the Specifications.

4.01 Parties’ Representatives

Each party acknowledges that the person appointed in the Specifications represents that party and has full power to act, make decisions, and give the required authorizations with respect to the execution of this Agreement.

4.02 CUSTOMER’s Obligations

CUSTOMER undertakes and binds himself towards VENDOR as follows:

4.03 VENDOR’S Obligations

VENDOR undertakes and binds himself towards CUSTOMER as follows:

4.04 Intellectual Property

All of the CUSTOMERS’ Trademarks are the exclusive property of the CUSTOMER and the CUSTOMER grants the VENDOR the right to us these Trademarks for the sole purpose of delivering this contract. Any modifications, invention, discovery or improvement conceived by the VENDOR personnel within the framework of the present contract shall be the property of the VENDOR. VENDOR shall grant the CUSTOMER a license for the use of any patents, copyrights or proprietary claims arising from such discoveries which will be irrevocable, world-wide, non-exclusive, non-transferable and free from any encumbrances limited to its use according to the needs of the CUSTOMER.

4.05 Confidentiality and Non-Disclosure

VENDOR acknowledges that some information elements provided and to be provided by CUSTOMER are, or may be, of considerable strategic importance to the latter and therefore become a trade secret for the purposes of this Agreement. Consequently, VENDOR binds himself towards CUSTOMER:

4.06 Commitment Not to Solicit Employees

Each party binds himself not to solicit, hire, employ or otherwise retain the services, directly or indirectly, of any employee of the other party. This commitment is valid for the term of this Agreement and for a period of twelve (12) months following its termination. If a party fails to fulfill this obligation, it shall immediately pay to the other party, as a penalty, a sum equivalent to six (6) months of that employee’s salary at the time of default.

4.07 Useful Information

CUSTOMER acknowledges that VENDOR provided him with all useful information concerning the Services to be provided, before the signing of this Agreement.

4.08 Means of Execution

Save and except for the fulfillment of the obligations stated in the Specifications, VENDOR is free to choose how he will execute this Agreement and he is not in any way subordinated to CUSTOMER as to the means of execution of this Agreement.

4.09 Subcontracting

Unless otherwise agreed upon by the parties, VENDOR may only employ the person identified in the Schedule A to carry out this Agreement.

4.10 Additional Services

If CUSTOMER requests additional services from VENDOR and the latter agrees, a change request in relation to the said additional services shall be prepared by VENDOR and signed by CUSTOMER.

4.11 Warranty

VENDOR’s sole warrantee is that it shall take all reasonable measures to ensure that it’s Services are performed in an efficient and professional manner, according to generally recognized industry standards and according to Specifications.

4.12 Limitation of Liability

Save and except for a serious fault on his part, VENDOR shall not be liable towards CUSTOMER for any fault and ensuing damages loss of profit or loss of business opportunities, whether direct or indirect, resulting from the performance of the Services by the VENDOR;

4.13 Rate Modification or Additional Tax

If the rate of any applicable tax changes, or if a new tax is introduced during the term of this Agreement, such rate or such new tax becomes applicable, and the total price shall be adjusted accordingly.

4.14 Cancellation of the Agreement

CUSTOMER or VENDOR may at any time cancel this Agreement upon written notice being given to the other party and received at least thirty (30) days prior to the effective cancellation date. Nevertheless, the CUSTOMER shall remain liable for the payment of the Services and other services provided by VENDOR until the effective cancellation date, without any reduction or remittance.

Unless otherwise stated in this Agreement, the following provisions apply.

5.01 “Force Majeure”

Neither party shall be considered in default of this Agreement if the fulfillment of all or part of its obligations are delayed or prevented due to “force majeure”.

5.02 Severability

If any section, paragraph, or provision (in all or in part) in this Agreement is held invalid or unenforceable, it shall not, in any way, have any effect on any other section, paragraph or provision in this Agreement, nor on the remaining section, paragraph, or provision unless otherwise clearly provided for under this Agreement.

5.03 Notices

Any notice intended for either party is deemed to be validly given if it is done in writing and sent by registered or certified mail, by bailiff, by email or by courier service to such party’s address as stated in this Agreement.

5.04 Headings

The headings in this Agreement are used only for reference and convenience purposes; they do not modify in any manner the significance or the object of the provisions they designate.

5.05 Schedules

Whenever the Schedules of this Agreement are duly initialed by all Parties, they are considered an integral part of this Agreement.

5.06 Non-Waiver

The apathy, negligence or tardiness of a party to use a right or a recourse provided for under this Agreement shall not, in any case, be considered as a renunciation to such right or recourse.

5.07 Cumulative Rights

All rights mentioned in this Agreement are cumulative and non-alternative. The waiving of a right shall not be interpreted as waiving any other right.

5.08 Entire Agreement

This Agreement constitutes the entire agreement entered into between the Parties. Declarations, representations, promises or conditions other than those stated in this Agreement cannot be construed in any way as to contradict, modify or affect the provisions of this Agreement.

5.09 Amendment

This Agreement cannot be amended or modified except by another written document duly signed by all Parties.

5.10 Non-Transfer

Neither of the Parties shall assign, transfer nor convey, in any way, his rights in this Agreement to any third party without first obtaining the written consent of the other.

5.11 Computation of Time

In all computations of time periods under this Agreement:

5.12 Currency

The currency used for purposes of this Agreement shall be in USD dollars.

5.13 Governing Law

This Agreement shall be construed and enforced in accordance with the laws in force in the province of Ontario.

5.14 Election of Domicile

The Parties agree to elect domicile in the judicial district of Peterborough, Ontario for the hearing of any claim arising from the interpretation, application, completion, term, validity and effects of this Agreement.

5.15 Numerous Copies

Each copy of this Agreement is considered as an original whenever duly initialed and signed by all Parties, it being understood however that all of these copies refer to the one and same Agreement.

5.16 Successors

This Agreement binds the Parties hereto as well as their respective successors, heirs and assigns.

5.17 Joint and Several Liability

Whenever one of the Parties is constituted of two or more persons, these persons are jointly and severally obligated and liable towards the other party.

5.18 Elapsed Time

Whenever one of the Parties fails to fulfill an obligation under this Agreement within a limited period of time, the mere lapse of time passing by shall constitute a formal notice of default to the said party.

5.19 Language

The Parties hereto have expressly agreed that this Agreement as well as all other documents relating thereto, be drawn up in the English language only.

The term of this Agreement is the one stated in the Specifications.

This Agreement shall terminate in any of the following circumstances:

Nevertheless, the termination of this Agreement shall not, as a consequence, affect the rights or obligations of a party, namely those stated in the confidentiality and intellectual property provisions.

8.00 ACKNOWLEDGEMENT BY THE PARTIES

The parties hereby acknowledge that:

SCHEDULE “A” - SPECIFICATIONS

Mr. Hickey will perform the day-to-day function of Vice President of Sales. In so doing he will:

Fixed price per year of $100,000 per year paid monthly in arrears in equal installments. Authorized travel and related expenses paid at cost by submitting a completed and authorized Company Expense Form.

An allocation of one million five hundred thousand (1,500,000) options of the Customer’s Common Stock at an exercise price of $0.10 per share with a 5 year term. Six Hundred and Forty Thousand shares (640,000) to vest on signing of contract and the remaining vesting equally on a monthly basis over the first twelve (12) months of the contract.

For services provided before the effective date of the contract consultant will be paid $100 USD per hour based on invoice provided by Vendor.

SCHEDULE “B” - GENERAL CONDITIONS

VENDOR has always placed great priority on quality control. For projects where VENDOR has the major responsibility, our Quality Assurance Methodology will be appropriately applied.

VENDOR guarantees qualified and professional back-up personnel should the need arise.

The typical working day consists of 8 hours (40 hours per week) Monday to Friday. Parties acknowledge that project deadlines and travel for business purposes may result in variations to this work week.