Consulting Agreement by and between RetinalGenix Technologies Inc. and Trendz Network, LLC

Exhibit 10.1

Consulting Agreement

This Agreement, dated December 1, 2023, is made between RetinalGenix Technologies, Inc., a Delaware corporation (“Client”) with a principal place of business at 1450 North McDowell Boulevard, Suite 150 Petaluma, CA and TRENDZ Network, LLC (“Consultant”), with a place of business at 13460A Watsonville Road, Morgan Hill, CA.

RECITALS

Whereas, as part of its ongoing program initiatives of growth and commercialization, the Client desires to retain Consultant to advise the Client with regards to the Client’s business strategy and capitalization and to provide certain services as described below;

Whereas, in Consultant has the required expertise to provide said services;

Now Therefore, commencing on the Effective Date, the Client hereby retains Consultant as an independent contractor, and Consultant hereby agrees to perform consulting services for the Client as set forth herein.

Now Therefore, in consideration of the mutual covenants set forth below, the Parties hereby agree as follows:

1. Services to Be Performed

The services to be provided by Consultant hereunder will primarily involve responsibilities and activities as described in Exhibit A attached hereto (the “Services”). The Services shall be performed by Virender Ahluwalia.

2. Payment

In consideration for the services to be performed by Consultant, Client agrees to pay Consultant as described in Exhibit A attached hereto:

3. Expenses

Client shall be responsible for reasonable travel expenses of the Consultant, for travel and expenses approved by the Client. Aside from these approved expenses, Consultant shall be responsible for all other expenses incurred.

4. Vehicles and Equipment

Consultant will furnish all vehicles, equipment, tools, and materials used to provide the services required by this Agreement. Client will not require Consultant to rent or purchase any equipment, product, or service as a condition of entering into this Agreement.

5. Independent Contractor Status

Consultant is an independent Consultant, and neither Consultant nor Consultant’s employees or contract personnel shall be deemed, Client’s employees. In its capacity as an independent contractor, Consultant agrees and represents, and Client agrees, as follows:

6. Permits, Licenses, and Laws

Consultant represents and warrants that Consultant will comply with all federal, state, and local laws and obtain any licenses, business permits, and certificates required to carry out the services to be performed under this Agreement.

7. State and Federal Taxes

Client will not:

Consultant shall be responsible to pay all taxes incurred while performing services under this Agreement—including all Consultant’s applicable income taxes.

8. Fringe Benefits

Consultant understands that neither Consultant nor Consultant’s employees or contract personnel are eligible to participate in any employee pension, vacation pay, sick pay, or other fringe benefit plan of Client.

9. Unemployment Compensation

Client shall make no state or federal unemployment compensation payments on behalf of Consultant or Consultant’s employees or contract personnel. Consultant will not be entitled to these benefits in connection with work performed under this Agreement.

10. Workers’ Compensation

Client shall not obtain workers’ compensation insurance on behalf of Consultant or Consultant’s employees, except as may be required under any applicable laws and regulations. If Consultant hires employees to perform any work under this Agreement, Consultant will cover them with workers’ compensation insurance to the extent required by law.

11. Indemnification

Consultant shall defend, indemnify and hold harmless the Client and its affiliates and their officers, directors, employees, agents, successors and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from bodily injury, death of any person or damage to real or tangible, personal property resulting from the acts or omissions of Consultant and/or any employee or agent of Consultant.

Client shall defend, indemnify and hold harmless the Consultant and its affiliates and their officers, directors, employees, agents, successors and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from bodily injury, death of any person or damage to real or tangible, personal property resulting from the acts or omissions of Client and/or any employee or agent of Client and any claims against the Client unrelated to the services provided by the Consultant.

12. Terminating the Agreement

Either Client or Consultant may terminate this Agreement by giving 30 days’ written notice to the other party of the intent to terminate.

If there is a material violation of terms of this Agreement, Client or Consultant may terminate this Agreement immediately upon written notice.

13. Modifying this Agreement

This is the entire Agreement between Consultant and Client. This Agreement may be modified only by a writing signed by both parties.

14. Resolving Disputes

If a dispute arises under this Agreement, the parties agree to try to work with one another to resolve the issue. The aggrieved party will provide written notice to the other party regarding the substance of the dispute. If no amicable agreement can be reached within 15 days of written notice to the other party, parties agree to pursue binding arbitration through JAMS in California to resolve the dispute. JAMS Comprehensive

Arbitration Rules & Procedures are outlined here: https://www.jamsadr.com/rules- comprehensive-arbitration/#Rule%2016.1

Any costs and fees other than attorney fees associated with the mediation and/or arbitration shall be shared equally by the parties. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator.

15. Confidentiality

Consultant acknowledges that it will be necessary for Client to disclose certain confidential and proprietary information to Consultant in order for Consultant to perform duties under this Agreement. Consultant acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm Client.

Accordingly, Consultant will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of Client without Client’s prior written permission except to the extent necessary to perform services on Client’s behalf.

Proprietary or confidential information includes:

Upon termination of Consultant’s services to Client, or at Client’s request, Consultant shall deliver to Client all materials in Consultant’s possession relating to Client’s business.

Consultant acknowledges that any breach or threatened breach of Clause 15 of this Agreement will result in irreparable harm to Client for which damages would be an inadequate remedy. Therefore, Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of Clause 15 of this Agreement. Such equitable relief shall be in addition to Client’s rights and remedies otherwise available at law.

16. Proprietary Information.

A. The product of all work performed under this Agreement (“Work Product”), including without limitation all curriculum, notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress and deliverables will be the sole property of the Client, and Consultant hereby assigns to the Client all right, title and interest therein, including but not limited to all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights and other proprietary rights therein. Consultant retains no right to use the Work Product and agree not to challenge the validity of the Client’s ownership in the Work Product.

B. Consultant hereby assigns to the Client all right, title, and interest in any and all photographic images and videos or audio recordings made by the Client during Consultant’s work for them, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings.

C. The Client will be entitled to use Consultant’s name and/or likeness use in advertising and other materials.

17. Notice. When notice is required, they may be personally delivered or sent to the addresses first associated with each Party at the beginning of this Agreement. Personally served documents are deemed received upon delivery, while mailed documents are deemed received two days after mailing.

18. No Partnership

This Agreement does not create a partnership relationship. Consultant does not have authority to enter into contracts on Client’s behalf.

19. Assignment and Delegation

Consultant may not assign or subcontract any rights or delegate any of its duties under this Agreement without Client’s prior written approval.

20. Applicable Law

This Agreement will be governed by Delaware law, without giving effect to conflict of laws principles.

Signature Page to Follow

EXHIBIT A

SERVICES AND COMPENSATION

During the term of the Agreement, Consultant will provide the Client with the following services:

Basic Service:

Optional Services:

Consultant and its designated agents will report directly to the CEO

* No Assurances: Consultant may make recommendations or provide assistance to the Client regarding funding alternatives and may advise the Client on contractual terms and assist in contract negotiations. Client acknowledges and understands that Consultant is acting as Client’s agent in performing these services and that Client is solely responsible for its decisions to enter into transactions or contracts. Consultant cannot and does not guarantee that Client will obtain funding which it deems acceptable or adequate as a result of Consultant’s performance of the Service(s).