EXHIBIT 10.1






 


EMPLOYMENT,
CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT


 


This
Employment, Confidentiality and Proprietary Rights Agreement (“Agreement”) is entered into as of the 19th
day of June, 2015 (the “Effective Date”) by and between DigiPath, Inc. (the “Company”), and Todd
Peterson (the “Employee”).


 


WHEREAS,
the Company desires to employ the Employee as the Chief Financial Officer of the Company in accordance with the terms and provisions
of this Agreement, and the Employee desires to serve the Company in such capacity.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and conditions contained herein, the parties hereto agree
as follows:


 


1.
Employment. The Company hereby employs the Employee, and the Employee hereby accepts employment by the Company,
upon the terms and subject to the conditions set forth in this Agreement. Employee shall be employed as the Chief Financial Officer
of the Company, and shall render such services and have such duties as are customary for such position, including, without limitation,
those services and duties set forth in the Schedule attached hereto or as the Board of Directors or Chief Executive Officer of
the Company may request from time to time.


 


2.
Compensation. For the services rendered by Employee under this Agreement, the Company shall pay the Employee the
compensation specified in the Schedule.


 


3.
Term and Survivability. The term of this Agreement shall be for successive three-month periods starting from the
Effective Date and shall renew automatically at the end of each three-month term unless cancelled by either party upon not less
than ten (10) day’s written notice prior to the end of the term. Upon termination of this Agreement the following sections
of this Agreement shall survive such termination: Sections 3, 5, 6, 7, 8, 10, 11, 12 and 14.


 


4. Costs
and Expenses of Employee’s Performance. Except as set forth on the Schedule, all costs and expenses
of Employee’s performance hereunder shall be borne by the Employee.


 


5.
Confidentiality. Employee agrees that Employee will not, except when required by applicable law or order of a court,
during the term of this Agreement or thereafter, disclose directly or indirectly to any person or entity, or copy, reproduce or
use, any Trade Secrets (as defined below) or Confidential Information (as defined below) or other information treated as confidential
by the Company, known, learned or acquired by the Employee during the period of the Employee’s employment by the Company.
For purposes of this Agreement, “Confidential Information” shall mean any and all Trade Secrets, knowledge, data or
know-how of the Company, any of its affiliates or of third parties in the possession of the Company or any of its affiliates,
and any nonpublic technical, training, financial and/or business information treated as confidential by the Company or any of
its affiliates, whether or not such information, knowledge, Trade Secret or data was conceived, originated, discovered or developed
by Employee hereunder. For purposes of this Agreement, “Trade Secrets” shall include, without limitation, any formula,
concept, pattern, processes, designs, device, software, systems, list of customers, training manuals, marketing or sales or service
plans, business plans, marketing plans, financial information, or compilation of information which is used in the Company’s
business or in the business of any of its affiliates. Any information of the Company or any of its affiliates, which is not readily
available to the public, shall be considered to be a Trade Secret unless the Company advises Employee in writing otherwise. Employee
acknowledges that all of the Confidential Information is proprietary to the Company and is a special, valuable and unique asset
of the business of the Company, and that Employee’s employment by the Company has created, creates and will continue to
create a relationship of confidence and trust between the Employee and the Company with respect to the Confidential Information.
Furthermore, Employee shall immediately notify the Company of any information, which comes to its attention, which might indicate
that there has been a loss of confidentiality with respect to the Confidential Information. In such event, Employee shall take
all reasonable steps within its power to limit the scope of such loss.


 




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6.
Return of the Company’s Proprietary Materials. Employee agrees to deliver promptly to the Company on termination
of this Agreement for whatever reason, or at any time the Company may so request, all documents, records, artwork, designs, data,
drawings, flowcharts, listings, models, sketches, apparatus, notebooks, disks, notes, copies and similar repositories of Confidential
Information and any other documents of a confidential nature belonging to the Company, including all copies, summaries, records,
descriptions, modifications, drawings or adaptations of such materials which Employee may then possess or have under its control.
Concurrently with the return of such proprietary materials to the Company, Employee agrees to deliver to the Company such further
agreements and assurances to ensure the confidentiality of proprietary materials.


 


7.
Assignment of Proprietary Rights. Other than the Proprietary Rights (as defined below) listed on the Schedule attached
hereto, if any, Employee hereby assigns and transfers to the Company all right, title and interest that Employee may have, if
any, in and to all Proprietary Rights (whether or not patentable or copyrightable) made, conceived, developed, written or first
reduced to practice by Employee, whether solely or jointly with others, during the period of Employee’s employment with
the Company which relate in any way to the actual or anticipated business or research and development of the Company, or result
from or are suggested by any task assigned to Employee or by any of the work Employee has performed or may perform for the Company.
Employee acknowledges and agrees that the Company shall have all right, title and interest in, among other items, all research
information and all documentation or manuals related thereto that Employee develops or prepares for the Company during the period
of Employee’s employment by the Company and that such work by Employee shall be work made for hire and that the Company
shall be the sole author thereof for all purposes under applicable copyright and other intellectual property laws. Other than
the Proprietary Rights listed on the Schedule attached hereto, Employee represents and covenants to the Company that there are
no Proprietary Rights relating to the Company’s business which were made by Employee prior to Employee’s employment
by the Company. Employee agrees promptly to disclose in writing to the Company all Proprietary Rights in order to permit the Company
to claim rights to which it may be entitled under this Agreement. With respect to all Proprietary Rights which are assigned to
the Company pursuant to this Section 7, Employee will assist the Company in any reasonable manner to obtain for the Company’s
benefit patents and copyrights thereon in any and all jurisdictions as may be designated by the Company, and Employee will execute,
when requested, patent and copyright applications and assignments thereof to the Company, or other persons designated by the Company,
and any other lawful documents deemed necessary by the Company to carry out the purposes of this Agreement. Employee will further
assist the Company in every way to enforce any patents, copyrights and other Proprietary Rights of the Company. “Proprietary
Rights” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries,
developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights in any
of the items listed above. The term “Intellectual Property Rights” means all trade secrets, copyrights, trademarks,
mask work rights, patents and other intellectual property rights recognized by the laws of any jurisdiction or country.


 




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8.
Trade Secrets of Others. Employee represents to the Company that its performance of all the terms of this Agreement
does not and will not breach any agreement to keep in confidence proprietary information or trade secrets acquired by Employee
in confidence or in trust prior to his employment by the Company, and Employee will not disclose to the Company, or induce the
Company to use, any confidential or proprietary information or material belonging to others. Employee agrees not to enter into
any agreement, either written or oral, in conflict with this Agreement.


 


9.
Other Obligations. Employee acknowledges that the Company, from time to time, may have agreements with other persons
which impose obligations or restrictions on the Company regarding proprietary rights made or developed during the course of work
hereunder or regarding the confidential nature of such work. Employee agrees to be bound by all such obligations and restrictions
and to take all action necessary to discharge the obligations of the Company hereunder.


 


10.
Non-Solicit. Employee will not, during the term this Agreement and for one year thereafter, directly or indirectly
(whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant, or otherwise)
with or through any individual or entity: (i) employ, engage or solicit for employment any individual who is, or was at any time
during the twelve-month period immediately prior to the termination of this Agreement for any reason, an employee of the Employee,
or otherwise seek to adversely influence or alter such individual’s relationship with the Employee; or (ii) solicit or encourage
any individual or entity that is, or was during the twelve-month period immediately prior to the termination of this Agreement
for any reason, a customer or vendor of the Employee to terminate or otherwise alter his, her or its relationship with the Employee
or any of its affiliates.


 




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11.
Equitable Remedies. In the event of a breach or threatened breach of the terms of this Agreement by Employee, the
parties hereto acknowledge and agree that it would be difficult to measure the damage to the Company from such breach, that injury
to the Company from such breach would be impossible to calculate and that monetary damages would therefore be an inadequate remedy
for any breach. Accordingly, the Company, in addition to any and all other rights which may be available, shall have the right
of specific performance, injunctive relief and other appropriate equitable remedies to restrain any such breach or threatened
breach without showing or proving any actual damage to the Company.


 


12.
Governing Law. This Agreement shall be governed, construed and interpreted in accordance with the internal laws
of the State of Nevada. In the event a judicial proceeding is necessary, the sole forum for resolving disputes arising under or
relating to this Agreement are the federal and State courts located in Las Vegas, Nevada and all related appellate courts, and
the parties hereby consent to the jurisdiction of such courts, and that venue shall be in Las Vegas, Nevada.


 


13.
Entire Agreement: Modifications and Amendments. The terms of this Agreement are intended by the parties as a final
expression of their agreement with respect to such terms as are included in this Agreement and may not be contradicted by evidence
of any prior or contemporaneous agreement. The Schedule referred to in this Agreement is incorporated into this Agreement by this
reference. This Agreement may not be modified, changed or supplemented, nor may any obligations hereunder be waived or extensions
of time for performance granted, except by written instrument signed by the parties or by their agents duly authorized in writing
or as otherwise expressly permitted herein.


 


14.
Attorney Fees. Should any party institute any action or proceeding to enforce this Agreement or any provision hereof,
or for damages by reason of any alleged breach of this Agreement or of any provision hereof, or for a declaration of rights hereunder,
the prevailing party in any such action or proceeding shall be entitled to receive from the other party all costs and expenses,
including reasonable attorneys’ fees, incurred by the prevailing party in connection with such action or proceeding.


 


15. Prohibition
of Assignment. This Agreement and the rights, duties and obligations hereunder may not be assigned or delegated by
Employee without the prior written consent of the Company. Any assignment of rights or delegation of duties or
obligations hereunder made without such prior written consent shall be void and of no effect.


 


16.
Binding Effect: Successors and Assignment. This Agreement and the provisions hereof shall be binding upon each of
the parties, their successors and permitted assigns.


 




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17.
Validity. This Agreement is intended to be valid and enforceable in accordance with its terms to the fullest extent
permitted by law. If any provision of this Agreement is found to be invalid or unenforceable by any court of competent Jurisdiction,
the invalidity or unenforceability of such provision shall not affect the validity or enforceability of all the remaining provisions
hereof.


 


18.
Notices. All notices and other communications hereunder shall be in writing and, unless otherwise provided herein,
shall be deemed duly given if delivered personally or by telecopy or mailed by registered or certified mail (return receipt requested)
or by Federal Express or other similar courier service to the parties at the following addresses or (at such other address for
the party as shall be specified by like notice).


 


	 	(i)
    If to the Company:	 
	 	 	 
	 	 	DigiPath, Inc.
	 	 	6450 Cameron Street
    Suite 113 
	 	 	Las Vegas, NV
    89118
	 	 	Todd@digipath.com
	 	 	 
	 	(ii) If to the
    Employee:	 
	 	 	 
	 	 	Todd Peterson
	 	 	3608 Mallardwood
    Drive
	 	 	Las Vegas, Nevada
    89129
	 	 	email:
    accounting@digipath.com


 


Any
such notice, demand or other communication shall be deemed to have been given on the date personally delivered or as of the date
mailed, as the case may be.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date written above.


 


	 	DIGIPATH, INC.
	 	 	 
	 	By:	/s/
    Todd Denkin
	 	Name:	Todd Denkin
	 	Title:	Chief Executive
    Officer
	 	 	 
	 	EMPLOYEE:
	 	 
	 	/s/
    Todd Peterson
	 	Todd
    Peterson


 




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Schedule


 


	1.
	DUTIES
	 	 
	 	The
    Employee shall have the titles CFO, Treasurer and Secretary with duties and responsibilities commensurate with such titles
    of a publicly-reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
    shall be responsible for the following:


 


	 	a)
    	Preparation
    of the Company’s financial statements
	 	 	 
	 	b)	Oversight
and management of the Company’s accounting function
	 	 	 
	 	c)
    	Oversight
    of the Company’s internal controls
	 	 	 
	 	d)
    	Review
    of contracts and agreements
	 	 	 
	 	e)
    	Act
    as Company point person in connection with auditor quarterly reviews and annual audits 
	 	 	 
	 	f)
    	Be
    primarily responsible for timely filing of all required periodic reports under the Exchange Act
	 	 	 
	 	g)
    	Perform
    additional duties from time to time as reasonable requested by email from the Chief Executive Officer 


 


	2.	SCHEDULE AND
    COMMITMENT OF TIME:
	 	 
	 	Employee will
    work a minimum of 30 hours per week. Work need not be performed at Company offices unless reasonably requested by the Company’s
    Chief Executive Officer.
	 	 
	3.	REPORTING SCHEDULE:
	 	 
	 	Employee shall
    report to the Chief Executive Officer and Board of Directors.
	 	 
	4.	COMPENSATION
    AND PAYMENT TERMS:
	 	 
	 	The Employee
    shall be paid $7,500 per month for the above services in accordance with the Company’s regular payroll practices. An
    additional $500 per month will be paid to Employee to cover medical insurance until such time as the company provides benefits.
	 	 
	 	In addition,
    Employee will be granted cashless options to purchase 100,000 shares of the Company’s common stock with an exercise
    price equal to the closing price of the Company’s common stock on the Effective Date, vesting quarterly over the one-year
    period following the grant date, exercisable over a ten year period from the Effective Date.
	 	 
	5.	EXPENSES:
	 	 
	 	All expenses
    shall be pre-approved in advance by Company in order to qualify for reimbursement. An email authorization by an officer of
    Company shall be deemed valid for this approval.