Exhibit 10.1


CONSULTING
AGREEMENT


 


THIS CONSULTING AGREEMENT (the
"Agreement") dated this 1st day of July 2018


 


BETWEEN:


 


IIOT-OXYS, Inc., a Nevada corporation, with
offices at of 705 Cambridge Street, Cambridge, Massachusetts, 02141 (the "Client")


 


- AND -


 


Karen McNemar, with residence at [xxxxxxxxxx],
Milford, CT 06461 (the "Consultant").


 


BACKGROUND:


 


	A.	The Consultant has the necessary qualifications, experience and abilities to provide consulting
services to the Client.



 


	B.	The Consultant is agreeable to providing such consulting services to the Client on the terms
and conditions set out in this Agreement.



 


IN CONSIDERATION OF the matters
described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration
is hereby acknowledged, the Client and the Consultant (individually the "Party" and collectively the "Parties"
to this Agreement) agree as follows:


 


Services Provided


 


	1. 	The Client hereby agrees to engage the Consultant to provide the Client
    with the following consulting services (the "Services"):
	 	 
	 	Establish and implement Job Costing procedures. Establish
& implement Project/ Process Tracking & Reporting procedures and templates. Establish and implement Inventory / Asset Management
System for Lab & Office. Work with Oxys Financial contractors to establish and implement day to day Financial processes (purchasing,
expensing, terms, etc). Optimize internal communication processes. Investigate & recommend plan for Staffing documentation,
procedures, and employee manual (HR based needs).




 


 


 


 






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	2.	The Services
will also include any other consulting tasks which the Parties may agree on. The Consultant hereby agrees to provide such Services
to the Client.



 


Term of Agreement


 


	3.	The term of this Agreement (the "Term") will begin
on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier
termination as provided in this Agreement. The Term of this Agreement may be extended with the written consent of the Parties.



 


	4.	In the event that either Party wishes to terminate this Agreement prior to the completion of
the Services, that Party must provide 10 days' written notice to the other Party.



 


Performance


 


	5.	The Parties
agree to do everything necessary to ensure that the terms of this Agreement take effect.



 


Currency


 


	6.	Except as otherwise provided in this Agreement,
all monetary amounts referred to in this Agreement are in USD (US Dollars)



 


Compensation


 


	7.	The
                                         Consultant will charge the Client a flat fee of $12,000 and 9,000 shares of Common Stock
                                         (the "Shares") for the Services (the "Compensation").
                                         The Securities Law Representations attached hereto as Exhibit A and incorporated
                                         herein by this reference.



 


	8.	The Compensation will be earned as follows:



 


One third at the end of first, second, and final
month upon completion and acceptance of deliverables.


 


	9.	The Client will be invoiced as follows:



 


		·	Contractor will invoice company after completion of 3 months work






		·	Company will pay cash portion of engagement net 30 days of invoice,
with following contingencies:






		o	Company will have raised minimum of $300K additional funding from
time of contract signatures






		o	Or, at the discretion of CEO, contingent to cash flow of company
at time of invoice






		·	Company will transfer stock portion of engagement at a time of convenience
to the contractor, after completion of 3 months work



 


 


 


 






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Reimbursement of
Expenses


 


 


	10.	The Consultant will be reimbursed from time to time for reasonable and necessary expenses incurred by the Consultant in
connection with providing the Services.



 


	11.	All expenses must
be pre-approved by the Client.



 


 Confidentiality


 


	12.	Confidential
information (the "Confidential Information") refers to any data or information relating to the business of the
Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records,
business processes, and client records and that is not generally known in the industry of the Client and where the release of
that Confidential Information could reasonably be expected to cause harm to the Client.



 


	13.	The 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 Client or as required by law. The obligations
of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.



 


	14.	All written and oral information and material disclosed or provided by the Client to the Consultant under this Agreement
is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided
to the Consultant.



 


Ownership of Intellectual Property 


 


	15.	All intellectual property and related material (the "Intellectual Property") that is developed or produced under
this Agreement will be the property of the Client. The Consultant is granted a non-exclusive limited-use license of this Intellectual
Property.




 


	16.	Title, copyright, intellectual property rights and distribution rights of the Intellectual Property
remain exclusively with the Client.



 


Return of Property


 


	17.	Upon the expiry or termination of this Agreement, the Consultant will return to the Client any property, documentation, records,
or Confidential Information which is the property of the Client.




 


 


 


 






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Capacity/Independent
Contractor


 


	18. 	In providing the Services under this Agreement it is expressly agreed that
    the Consultant is acting as an independent
contractor and not as an employee. The Consultant and the Client acknowledge that this Agreement does not create a partnership
or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions
to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing,
pension or any other employee benefit for the Consultant during the Term. The Consultant is responsible for paying, and complying
with reporting requirements for, all local, state and federal taxes related to payments made to the Consultant under this Agreement.




 


Notice


 


	19.	All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing
and delivered to the Parties at the following addresses:




 


	 	a.	IIOT-OXYS, Inc.




 


705 Cambridge Street, Cambridge, Massachusetts,
02141


 


	 	b.	Karen McNemar
	 	 	 
	 	 	                 [Address]                                                   ,
Connecticut, [Zip Code],



 


	 	or to such other address as
either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served
personally, (b) two days after being deposited with the postal service if served by registered or certified mail, or (c) the following
day after being deposited with an overnight courier.




  


Indemnification


 


	20.	Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law,
each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers,
agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive
damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act
or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted
successors and assigns that occurs in connection with this Agreement. In no event does the aggregate liability
of either Party under this Section exceed the amount of Compensation paid under this Agreement. This indemnification will survive
the termination of this Agreement for a period of one year.




 


 


 


 


 


 


 



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Modification of Agreement


 


	21.	Any amendment or modification of this Agreement 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 an authorized representative of each Party.




 


Time of the Essence


 


	22.	Time
                                         is of the essence in this Agreement. No extension or variation of this Agreement will
                                         operate as a waiver of this provision.



 


Assignment


 


	23.	The
                                         Consultant will not voluntarily, or by operation of law, assign or otherwise transfer
                                         its obligations under this Agreement without the prior written consent of the Client.



 


Entire Agreement


 


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



 


Enurement


 


	25.	This
                                         Agreement will enure to the benefit of and be binding on the Parties and their respective
                                         heirs, executors, administrators and permitted successors and assigns.



 


Titles/Headings


 


	26.	Headings
                                         are inserted for the convenience of the Parties only and are not to be considered when
                                         interpreting this Agreement.



 


Gender


 


	27.	Words
                                         in the singular mean and include the plural and vice versa. Words in the masculine mean
                                         and include the feminine and vice versa.



 


Governing Law


 


	28.	This
                                         Agreement will be governed by and construed in accordance with the laws of the Commonwealth
                                         of Massachusetts.



 


 


 


 






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Severability


 


	29.	In the event that any of the provisions of this Agreement are held to be invalid or unenforceable
in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable
parts severed from the remainder of this Agreement.



 


Waiver


 


	30.	The waiver by either Party of a breach, default, delay or omission of any of
                                                                   the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the
                                                                   same or other provisions.



 


IN
WITNESS WHEREOF the Parties have duly affixed their signatures this 1st day of July 2018.


 


 


IIOT-OXYS, Inc.


 


 


By: /s/ Cliff Emmons                          


Cliff Emmons, CEO


 


 


 


Consultant





 


 


By:/s/ Karen McNemar                     


Karen McNemar




 


 


 


 


 


 


 


 


 


 



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