Exhibit
10.1


 


EXECUTIVE
CONSULTING AGREEMENT


IMMUNE
THERAPEUTICS, INC.


AND


KELLY
WILSON


November
1, 2022


 


This
Executive Consulting Agreement (this “Agreement”) is made and entered into as of November 1, 2022 by and between Ms. Kelly
O. Wilson (“Executive”), and Immune Therapeutics, Inc. a Florida corporation (the “Company’’), who are
hereinafter sometimes collectively referred to as “the parties.”


 


WITNESSETH


 


WHEREAS,
the Company desires to engage the Executive as a consultant to perform the services hereinafter described, and Executive desires to perform
such services upon the terms and conditions set forth in this Agreement;


 


WHEREAS,
the Executive was appointed Chief Operating Officer on August 2, 2022 and has been working full time, for the Company since that appointment
and the Company desires to compensate the Executive for her work.


 


NOW,
THEREFORE, in consideration of the foregoing premises and the mutual promises contained herein, the parties agree as follows:


 


	1.	Term.
    The term of this Agreement shall be for a twelve (12)-month period commencing on November 1, 2022 and ending on September 30,
    2023 (the initial “Term”), unless sooner terminated in writing by mutual consent or pursuant to the provision of Section
    6 below. Unless notice of intention to terminate this Agreement at the end of the Initial Term is given, in writing by Executive
    to Company at least thirty (30) days prior to the end of the initial term, or any extension period, and provided that Executive has
    not breached in any material fashion any of the terms of conditions of their Agreement, then this Agreement shall automatically be
    renewed and extended for up to three (3) consecutive one (1) year periods upon the terms and conditions set forth herein, unless
    different terms are agreed to between the parties in writing. 
	 	 
	2.	Position
    and Duties


 


The
Executive shall serve full time as Chief Operating Officer (“COO”) and interim Chief Executive Officer (“CEO”)
& President, and shall have the duties and privileges customarily associated with an executive occupying such roles. She shall perform
all reasonable acts customarily associated with such roles, or necessary and/or desirable to protect and advance the interests of the
Company. Executive shall report to the Company’s Board of Directors (the “BOD”).The Executive agrees to perform to
the best of their ability, experience and talent those acts and duties, consistent with the position of COO and Interim CEO & Presidents
the BOD shall from time to time lawfully direct. During the Term, the Executive also shall serve in such other executive-level positions
or capacities as may, from time to time, be reasonably requested by the BOD, including, without limitation (subject to election, appointment,
re-election or re-appointment, as applicable) as (a) a member of a governing body of any of the Company’s subsidiaries or other
Affiliates (as defined below), (b) an officer of any of the Company’s subsidiaries or other Affiliates, and/or (c) a member of
any committee of the Company and/or any of its subsidiaries or other Affiliates, in each case, for no additional compensation. As used
in this Agreement, “Affiliate” of any individual or entity means any other individual or entity that directly or individual
controls, is controlled by, or is under common control with, the individual or entity.


 




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	3.	Extent
    and Nature of Services. Executive shall devote approximately forty (40) to fifty (50) hours a week the Company’s business
    as may be required to properly perform their duties.
	 	 
	4.	Relationship
    of Parties. It is the express intention of the parties that Executive is an independent Executive, and not an employee or
    agent of the Company and that nothing in this Agreement shall create or establish any joint venture, partnership, or any relationship
    of employer and employee between the Company and Executive, or any principal and agent or any similar relationship. Executive will
    not enter into any contract or commitment on behalf of the Company. The Company will not be liable for any debts or other liabilities
    of Executive. Both parties acknowledge that Executive is not an employee for state or federal tax purposes and as such Executive
    is responsible for paying all required local, state and federal taxes. During the Term, the Executive may engage in other activities;
    provided, however, that Executive will not engage in any activity, paid or otherwise, for a competitor of the Company so long as
    this Agreement is in effect. 


 


The
Executive will perform all duties in a professional, ethical and businesslike manner.


 


		5.	Compensation.



 


	 	5.1	Previous
    Compensation. As compensation for the Executive’s previous work for the Company, the Company agrees to pay the Executive
    $31,500 upon executive of this Agreement.
	 	 	 
	 	5.2	Base
    Compensation. As compensation for Executive performing the services under this Agreement, the Company agrees to pay Executive
    a monthly fee of $21,000 a month. The fee will be divided into two (2) payments on the 15th and last day of the month.
    This first payment will be prorated based on the start date.
	 	 	 
	 	5.3	Stock
    in Lieu of Cash Compensation. In lieu of cash for any payments due to the Executive including all payments due upon termination
    of this Agreement, the Executive may elect to receive restricted shares of the Company’s Common stock valued at whichever is
    lower: (a)25% below any current offering price (or the most recent offering price if the Company is not engaged in the offering)
    or (b) 50% below the Company’s current common stock value as determined by the average of the previous 30 days’ closing
    market prices. The election can be made from 30 days before and up to 90 days after the date such cash should have been paid to the
    Executive.
	 	 	 
	 	5.4	Medical
    Insurance Reimbursement. During the term of this Agreement, the Company agrees to pay Executive a monthly stipend of up to
    $2800 per month (“Medical Insurance Reimbursement”) in addition to their annual salary to cover medical insurance premiums
    and HSA contributions for the Executive and the Executive’s dependents until such time that the Company can make available
    an alternative medical insurance plan. Nothing herein shall be deemed to impose any other or further obligation or liability on the
    part of the Company with respect to any medical costs incurred by Executive during the term of his employment.
	 	 	 
	 	5.5	Business
    Expenses. The Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment,
    and travel expenses incurred by the Executive in connection with the performance of the Executive’s duties hereunder in accordance
    with the Company’s expense reimbursement policies and procedures; provided that any expense above $5,000 shall be first approved
    by the Chief Financial Officer.


 




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	 	5.6	Indemnification.
    In the event that the Executive is made a party or threatened to be made a party to any action, suit, or proceeding, whether
    civil, criminal, administrative, or investigative (a “Proceeding”), other than any Proceeding initiated by the Executive
    or the Company related to any contest or dispute between the Executive and the Company or any of its affiliates with respect to this
    Agreement or the Executive’s service hereunder, by reason of the fact that the Executive is or was a director or officer of
    the Company, or any affiliate of the Company, or is or was serving at the request of the Company as a director, officer, member,
    Executive, or agent of another corporation or a partnership, joint venture, trust, or other enterprise, the Executive shall be indemnified
    and held harmless by the Company to the fullest extent applicable to any other officer or director of the Company from and against
    any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys’
    fees).


 


	6.	Termination.
    This Contract may be terminated by either party upon no less than thirty (30) calendar days written notice, without cause,
    unless a lesser time is mutually agreed upon by both parties. Whether the Executive’s service is terminated upon the expiration
    of the Consulting Term or under the terms of this Section 6, the Executive shall be entitled to receive with two (2) weeks following
    the date of termination: (i) any accrued but unpaid Base Compensation; (ii) reimbursement for unreimbursed expenses properly incurred
    by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy.
	 	 
	7.	Non-Disclosure.
    Executive acknowledges that, in order for Executive to effectively perform its duties hereunder, the Company will disclose to
    Executive certain valuable trade secrets and Confidential Information (defined below) that have been created, discovered or developed
    by, or that otherwise have become known to the Company as a result of substantial effort, expense and time incurred by the Company
    or which have been assigned or otherwise conveyed. In light of such acknowledgement, Executive hereby agrees as follows:


 


	 	7.1	Trade
    Secrets. Executive hereby acknowledges that certain processes, formulas and mechanisms used by the Company in its operation
    of its business are not generally known to the public or to other persons engaged in businesses similar to its business and, as such
    constitute its trade secrets. Executive hereby agrees never to directly or indirectly disclose or use, or assist anyone else in disclosing
    or using such trade secrets to any person or entity other than as authorized in the regular course of the performance of this Agreement.
    
	 	 	 
	 	7.2	Confidential
    Information. Executive will not divulge, disclose or make accessible to any person or entity any information (in written,
    oral or electronic form) that the Company or its affiliates (as that term is defined under the Securities Act of 1933) may provide
    to Executive or of which Executive may become aware including, without limitation, the following confidential business information
    of the Company: (i) marketing plans, strategies and forecasts; (ii) financial statements, budgets, prices, costs and financial projections;
    (iii)customer names, addresses and contact persons; and (iv)suppliers and the details of their business agreements (collectively,
    “Confidential Information”).
	 	 	 
	 	 	Confidential
    Information does not include information that is in the public domain other than through a breach of a duty of confidentiality by
    Executive or a third party.








 


Executive
will keep the Confidential Information confidential, will not use it for any purpose other than to perform the services under the Scope
of Work. If disclosure of any Confidential Information is required by law while in the possession of Executive, Executive will promptly
notify the Company, provide the Company with copies of all documents seeking such disclosure, together with copies of all material sought,
and will not disclose any information voluntarily.


 




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	EXECUTIVE CONSULTING AGREEMENT	K. Wilson



     


    

 


Executive
agrees that no remedy at law is adequate to compensate the Company for a breach of this Section 7 and that the Company therefore will
be entitled to temporary and permanent injunctive relief against any such breach, or the threat of any such breach, without having to
prove actual damages or the adequacy of money damages, in addition to any other remedy which may be available to the Company.


 


The
terms and conditions of this Section 7 will survive the expiration or termination of this Agreement for any reason.


 


		8.	Property
                                            of the Company. Executive agrees that upon termination of this Agreement, it will
                                            promptly deliver to the Company all written and other materials in its possession or control
                                            which contain any of the trade secrets and confidential business information described in
                                            Section 9 hereof and all other property of the Company in its possession or control at such
                                            time, which was obtained from the Company or compiled or produced for the Company during
                                            the Term, including, but not limited to, records, data, plans, programs, program listings,
                                            flow charts, record layouts, computer printouts, magnetic tapes, diskettes, disks, card decks,
                                            letters and customer lists with exception of personal diaries.



 


		9.	Relations
                                            with Third Parties and Representations of the Parties. 



 


Executive
agrees that the Company may make known to others, either during or subsequent to the Term, the existence of this Agreement and the provisions
of all or any part hereof.


 


Executive
represents and warrants that: (i) Executive is not in violation of any term of any contract, patent or other proprietary information
disclosure agreement of any other contract, agreement or any judgment, decree or order of any court or administrative agency relating
to or affecting its right to be retained by the Company because of the nature of this business conducted or proposed to be conducted
by the Company or for any other reasons; (ii) No such term, judgment, decree or order conflicts with Executive’s obligation to
use its best efforts to promote the interests of the Company nor does the execution and delivery of this Agreement, nor the carrying
on of the Company business conflict with any such term, judgment, decrees or order; and (iii) Neither Executive nor any of its affiliates
(as that term is defined under the Securities Act of 1933) are a party to any transaction, agreement or understanding to which the Company
is also a party except this Agreement or any agreement executed hereunder, nor does it or any of its affiliates have any interest in
any person or entity with whom the Company does or intends to do business.


 


The
Company hereby makes the following representations in connection with this Agreement: (i)The Company is a corporation duly organized
and validly existing by virtue of the laws of the state of Florida and is in good standing under the laws thereof. (ii) The execution
of this Agreement by the Company and the performance by it of the covenants and undertakings hereunder have been duly authorized by all
requisite corporate action, and approved by the Board of Directors and the Company has the corporate power and authority to enter into
this Agreement and perform the covenants and undertakings to be performed by it hereunder and is under no other impediment which would
adversely affect its ability to consummate or prohibit it from meeting its obligation hereunder. (iii)This Agreement has been duly authorized,
executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable in accordance
with its terms.


 




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		10.	Non-Disparagement.
                                            The Executive and Company mutually agree and covenants that they will not at any
                                            time make, publish or communicate to any person or entity or in any public forum any defamatory
                                            or disparaging remarks, comments, or statements concerning the Group or its businesses, or
                                            any of its Executives, officers, and existing and prospective customers, suppliers, investors
                                            and other associated third parties.



 


This
Section 10 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot
be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction
or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The
Executive shall promptly provide written notice of any such order to the Board.


 


		11.	Remedies,
                                            Survival, and Severability.



 


The
Company and Executive agree that in the event of breach of any of the covenants, agreements or obligations under Sections 7, 8, 9 and
10 thereof, remedies at law would be inadequate and either party may seek injunctive relief as well as damages.


 


The
covenants, agreements, representations, warranties and obligations contained Sections 7, 8, 9 and 10 hereof shall survive the termination
of this Agreement for the periods herein set forth.


 


Each
of the covenants, agreements and obligations contained in Sections 7, 8, 9 and 10 hereof shall be independent and severable from the
others and should any be for any reason held illegal, invalid or unenforceable in whole or in part, said illegality, invalidity or unenforceability
shall not affect the other covenants, agreements and obligations in said Sections.


 


In
the enforcement of their rights hereunder, the Company and Executive shall return all of their rights under law or in equity to enforce
the obligations of the other party hereunder or otherwise, and to seek relief for the acts of the other party subject to the terms of
this Agreement.


 


		12.	Miscellaneous.
                                            



 


This
Agreement embodies the entire agreement of the parties hereto relating to the subject matter hereof. No amendment, modification, waiver
or attempted waiver of this Agreement or any part hereof shall be valid or binding unless made in writing and signed by the party to
be bound.


 


The
validity and effect of this Agreement shall be governed by and construed and enforced in accordance with the laws of Florida.


 


This
Agreement may only be modified in writing duly executed by both parties.


 


Any
notice required or permitted to be given pursuant to this Agreement shall be sufficiently given when delivered or if sent by Certified
mail postage prepaid, return receipt requested, on the third day after such mailing, to the following address:


 


If
to Company:


IMMUNE
THERAPEUTICS, INC.


2431
Aloma Ave #124


Winter
Park, FL 32792


 


If
to Executive:


Kelly
Wilson


 


or,
as to each party, at such other address as shall be designated by such party in a written notice to the other party pursuant to the terms
of this section.


 




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	EXECUTIVE CONSULTING AGREEMENT	K. Wilson



     


    

 


This
Agreement may be executed in one or more counterparts, each of which shall be deemed to be original, but all of which together shall
constitute one and the same instrument.


 


The
headings of the sections and subsections hereof have been inserted as a matter of convenience and shall not be used in the interpretation
of any provisions of this Agreement.


The
provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of the provisions hereof
shall not affect the validity and enforceability of the other provisions hereof.


 


The
failure of either party hereto in any one or more instances to insist upon the performance of any of the terms or conditions of this
Agreement, or to exercise any rights or privileges conferred in this Agreement or the waiver by either party of any breach of any of
the terms, covenants or conditions of this Agreement shall not be construed as thereafter waiving any such terms, conditions, rights,
privileges or covenants, and the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first written above.


 


	The
    Company:	 	Executive: 
	 	 	 
	 	     	 	 	     
	By:	 	 	By:	 
	Name:	 	 	Name:
    	 
	Title:	 	 	 	 


 




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	EXECUTIVE CONSULTING AGREEMENT	K. Wilson