Exhibit 10.2


 


CONSULTING AGREEMENT


 


 


This Consulting Agreement (the “Agreement”) dated this
22nd day of July, 2021 between DarkPulse, Inc., a Delaware corporation doing business as DarkPulse, Inc. (the “Company”)
and Rick Gibson (the “Consultant”).


 


BACKGROUND:


 


		A.	The Company is of the opinion that the Consultant has the necessary qualifications, experience and abilities to provide services to
the Company.
		B.	Consultant agrees to provide such services to the Company on the terms and conditions set out in this agreement.



 


IN CONSIDERATION OF the foregoing recitals and of the following
covenants the Company and the Consultant (individually the “Party” and collectively the “Parties”) hereby agree:


 


Services Provided


 


		1.	Company agrees to engage Consultant to act as Company’s Director, Strategic Initiatives, and provide the Company with
services (“the Services”) befitting the position.



 


Term of Agreement


 


		2.	This Agreement is effective as of July 22, 2021 and will continue for 24 months, or otherwise mutually modified by the Parties.



 


Termination


 


		3.	Either Party may terminate this Agreement immediately in its sole and absolute discretion. Consultant will be entitled to payment
for full terms of the contract. Company will be entitled to receive all Work Product completed or in progress as of the date of termination
or cancellation. Company will have no other liability arising out of termination.



 


Compensation


 


		4.	For the Service Provided Consultant will be compensated in US dollars as follows:



		a.	A monthly fee of $5,000.00 cash and $5,000.00 in company stock options. Options will be calculated on the monthly anniversary date
at market price and have a 3-year term.



		b.	DPLS retains right of first refusal to purchase options from consultant.



 


Expenses


 


		2.	Consultant will only be reimbursed for reasonable expenses pre-approved by the Company in writing.



 


Confidentiality


 


		3.	Confidential information (the “Confidential Information”) refers to any data or information relating to the business of
the Company which would reasonably be considered to be proprietary to the Company, that is not generally known in the industry of the
Company, and the release of which could reasonably be expected to cause harm to the Company.



		4.	Consultant agrees that they will not disclose, divulge, reveal, report, or use for any purpose any Confidential Information which
the Consultant has obtained, except as authorized by the Company. This obligation will survive indefinitely upon termination of this agreement.



 


Non-Competition


 


		5.	Other than with the express written consent of Company, which will not be unreasonably withheld, Consultant will not during the continuance
of this agreement or within 1 year after termination be directly or indirectly involved with a business which is in direct competition
with the Company, or divert or attempt to divert any business from the Company



 


Non-Solicitation


 


		6.	Consultant agrees that during the term of this agreement and for a period of 1 year after termination Consultant will not in any way
directly or indirectly interfere with or disrupt the Company’s relationship with its employees or service providers.



 


Ownership or Materials and Intellectual Property


 


		7.	All intellectual property and related materials (the “IP”) including any related work in progress that is developed or
produced under this agreement will be the sole property of the Company and its use will not be restricted in any manner.



 


Independent Contractor


 


		8.	It is expressly agreed that Consultant is acting as an independent contractor and not as an employee.



 


Notices


 


		9.	All notices and other communications shall be given in writing and delivered to the Parties as follows:



 


	To Company:	
    DarkPulse, Inc.

    1345 Avenue of the Americas 

    2nd Floor 

    New York, NY 10105

    doleary@DarkPulse.com

    1.866.204.6703 (fax)

	To Consultant:	
    Rick Gibson

    5930 N. Moccasin Trail

    Tucson AZ 85750

    rick@hotventures.com

    520-661.6797



Indemnification


 


		10.	Each party agrees to indemnify, defend and hold harmless the other Party
against all claims, losses, liabilities and demands either Party may suffer arising out of: any breach of the terms of this Agreement;
the performance of the Services; and any acts or omissions of either Party hereunder.



 


Modification


 


		11.	Any amendment or modification or additional obligation assumed by either party in connection with this Agreement will only be binding
if evidenced in writing signed by each Party or its authorized representative.



 


Assignment


 


		12.	No rights or interests in the Agreement will be assigned by Consultant (including the hiring of subcontractors to perform any part
of Services) without the prior written consent of Company.



 


Entire Agreement


 


		13.	It is agreed that there is no representation, warranty, collateral agreement or condition affecting this agreement except as expressly
provided in this agreement



 


Severability


 


		14.	In the event that any party, article, section, paragraph, or clause of this Agreement shall be held to be indefinite, invalid, or
otherwise unenforceable, the entire Agreement shall not fail on account thereof, and the balance of the Agreement shall continue in full
force and effect.



 


Waiver


 


		15.	No waiver of any provision of this Agreement or any right or obligation of a party will be effective unless
in writing, signed by the parties. The failure of either party to enforce a right will not constitute a waiver.



 


Governing Law


 


		16.	This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York without regard
to the choice of law rules therein, and each of the parties hereby consent to exclusive personal jurisdiction in the state and federal
courts of New York.



 


 


IN WITNESS WHEREOF the parties, intending
to be legally bound, have caused this Agreement to be executed on the dates set forth below.


 


	
    DarkPulse, Inc.

     

     

    /s/ Dennis O’Leary

    By: Dennis O’Leary

    Its: Chief Executive Officer

     

    Date: 7/23/21
	
    Rick Gibson Consultant.

     

    /s/ Rick Gibson

     

     

     

    Date: 7/22/21