Exhibit 10.2


 


CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT
CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***].


 


 


 


INDEPENDENT CONTRACTOR AGREEMENT


 


This Independent Contractor Agreement (this “Agreement”),
is made and entered into as of November 8, 2022 (the “Effective Date”) by and between: LOGIQ, INC., a Delaware corporation
with offices at 85 Broad Street, 16-079, New York, New York 10004 (“Logiq”); and [***], a Delaware limited liability company
with offices at [***] (“[***]”). Each of Logiq and [***] may be referred to herein as
a “Party”; and collectively, they shall be referred to herein as the “Parties”.


 


Reference is made to that certain managed services
agreement (the “Managed Services Agreement”), dated of even date herewith, by and between Logiq, BattleBridge Acquisition
Co, LLC, a single-member Nevada limited liability company wholly owned by Logiq, and [***].


 


In consideration of the mutual covenants herein
contained and the performance of the services herein agreed to be performed by [***] and the payment of the amount herein agreed to be
paid by Logiq, the Parties hereto covenant and agree as follows:


 


1.  Duties.
[***]’s duties shall be business development strategies and execution and consulting services regarding e-commerce, digital marketing,
and online advertising, including lead generation, affiliate marketing and brand development, with [***] to provide up to 40 hours per
month of consulting work by [***]’s principal, [***] (the “Services”).


 


2.  Term.
Logiq hereby engages [***] on a non-exclusive basis, for a Term that coincides with the Term of that certain Managed Services Agreement
between the Parties; and any termination of the Managed Services Agreement shall terminate this Agreement.


 


3.  Relationship
of the Parties; Independent Contractor. No agency, employment, partnership or joint venture shall be created by this Agreement, as
the Parties are independent contractors with respect to one another. Neither Party shall have authority to act as an agent of the other
or to otherwise bind the other to any agreement, commitment, obligation, contract, instrument, undertaking, arrangement, certificate or
other matter. Each Party hereto shall refrain from making any representation intended to create an apparent agency, employment, partnership
or joint venture relationship between the Parties. Nothing in this Agreement shall restrict [***] or any of its officers, directors, agents,
affiliates or employees from engaging in any activity whatsoever, without limitation, receiving compensation for providing services similar
to the Services to other clients. It is understood and agreed that [***] is retained as an independent contractor and not as an employee
of Logiq. [***] acknowledges and agrees that it will not participate in nor is it entitled to, nor eligible for any Logiq provided benefits,
including, but not limited to, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment
insurance benefits, or employee benefits of any kind. Logiq shall not be responsible for withholding taxes with respect to [***]’s
compensation hereunder.


 


4.  Compensation.
As full, sufficient and complete consideration for [***]’s Services as described herein, Logiq shall pay and issue to [***] the
consideration described in the Managed Services Agreement.


 






     


     


    

 


5.  Expenses.
Unless Logiq provides its prior written consent, any and all out-of-pocket expenses incurred or accrued by [***] in connection with this
Agreement not first approved in writing by Logiq shall be the sole responsibility of [***]. [***] agrees to provide receipts evidencing
any pre-approved expenses as a condition of reimbursement.


 


6.  Confidentiality.


 


(a)  For
the purposes of this Agreement, the term “Confidential Information” means non-public information about the disclosing Party’s
business or activities that is proprietary and confidential, which shall include, without limitation, all business, financial, technical
and other information of a Party, regardless of whether it is marked or designated “confidential,” or by its nature or the
circumstances surrounding its disclosure should reasonably be regarded as confidential, such as the identity and pricing information related
to Logiq customers. Confidential Information includes not only written or other tangible information, but also information transferred
orally, visually, electronically or by any other means. Confidential Information will not include information that (i) is in or enters
the public domain without breach of this Agreement by the receiving Party, (ii) the receiving Party lawfully receives from a third party
without restriction on disclosure and without breach of nondisclosure obligation, (ii) the receiving Party knew or was in possession of
prior to receiving such information from the disclosing Party, or (iv) the receiving Party developed independently without reference to
such Confidential Information. The terms and conditions of the Agreement will be deemed to be the Confidential Information of each Party
and will not be disclosed without the prior written consent of the other Party, except pursuant to applicable law or this Agreement.


 


(b)  Each
Party agrees (i) that it will not disclose to any third party or use any Confidential Information disclosed to it by the other except
as expressly permitted in this Agreement; (ii) that it will use the other Party’s Confidential Information for the sole purpose
of performing its obligations under this Agreement; (iii) that it will take all commercially reasonable measures to maintain the confidentiality
of all Confidential Information of the other Party in its possession or control, which is no event will be less than the measures it uses
to maintain the confidentiality of its own information of similar importance. Each Party shall be permitted to disclose the terms of this
Agreement to officers and employees of the Party with a need to know, members of the Board of Directors of the Party, and the Party’s
accountants and attorneys, or by Logiq to potential investors or to merger candidates, subject to similar confidentiality restrictions.


 


(c)  Neither
Party will issue any written or oral announcement, press release, or other public release of information that contains information about
this Agreement without the written consent of the other Party.


 


7.  Non-Circumvention.
Each Party agrees that it shall not attempt in any way to directly or indirectly circumvent the other Party in contacting, conducting
or concluding any business with any revealed contacts, clients or entities (including without limitation, identities of, and contact information
for: suppliers, manufacturers of equipment, partners, licensors, prospective investors, or prospective investments). This non-circumvention
obligation shall apply to the Parties and their representatives and shall remain in effect until one (1) year from the date or dates the
information creating such obligation was revealed.


 






    2


     


    

 


8.  No
Solicitation of Employees and Consultants. During the Term of this Agreement and for twelve (12) months thereafter, [***] hereby agrees
not to, directly or indirectly, solicit or assist any person in soliciting any employee of Logiq or any of its affiliates to perform services
for any entity (other than Logiq or its affiliates), attempt to induce, recruit, or encourage any such employee to leave the employ of
Logiq or its affiliates, or hire or engage on behalf of itself or any other person any employee of Logiq or anyone who was employed by
Logiq during the six-month period preceding such hiring or engagement. The terms “solicit, recruit, hire, or induce or encourage”
include, but are not limited to, directly or indirectly: (i) initiating communications with an employee or independent contractor of Logiq
relating to actual or possible employment or an independent contractor relationship for an entity other than Logiq; (ii) offering bonuses
or additional compensation to encourage or cause any employee or independent contractor of Logiq to terminate employment with Logiq; or
(ii) supplying the names of, or otherwise referring or recommending, any employee or independent contractor of Logiq to personnel recruiters
or persons engaged in hiring for an entity other than Logiq.


 


9.  Intellectual
Property; Ownership of Deliverables.


 


(a)  [***]
hereby agrees that all work product and any and all other deliverables created or developed by [***] or produced for or delivered to Logiq
under or arising out of this Agreement or the services performed hereunder (collectively, the “Deliverables”), and all trade
secrets, copyrights, patents, marks and any and all other intellectual property rights therein and rights to apply for registration thereof,
throughout the world, are and shall be deemed “work for hire” and the sole and exclusive property of Logiq, and [***] hereby
assigns to Logiq from the moment of creation all rights, title and interest therein. [***] represents and warrants to Logiq that all Deliverables
are solely the original works of [***] or, if applicable, all other contributors to the Deliverables are employees of and have otherwise
assigned to [***] any and all rights, title and interest such contributors may have had in the Deliverables and all intellectual property
rights therein, which deliverables, to [***]’s knowledge, do not infringe the intellectual property rights of any third party. [***]
shall take any and all future actions, and execute any and all additional documents, reasonably requested by Logiq to vest sole ownership
of the same in Logiq, including, without limitation, the execution and delivery in furtherance of filing any applications for registration
and/or obtaining any registrations with respect to the Deliverables. To the extent assigned Deliverables (or any portion thereof) hereunder
are derivative works of or based upon (in whole or in part) any of [***]’s pre-existing (i.e., existing prior to the effective date
of this Agreement) works, utilities, applications or tools which are otherwise unrelated to the services provided hereunder (whether in
hard copy or soft copy form, including, without limitation, object code and source code) (collectively, “Underlying Works”),
[***] hereby grants to Logiq a perpetual, non-revocable, royalty-free, non-exclusive, transferrable, sub-licensable and worldwide license
to such Underlying Works and under all intellectual property rights therein for the sole purpose of Logiq’s unrestricted use and
enjoyment of the Deliverables for their intended purpose (including without limitation application, registration, protection, enforcement,
reproduction, publication, dissemination, display, distribution, use (including, without limitation, the right to create derivative works
thereof), manufacture, transfer, offer for sale, sale, and commercialization of the Deliverables.


 


(b)  All
services provided by [***] hereunder shall be for the benefit of Logiq.


 


(c)  “Moral
Rights” means any right to claim authorship of a work, any right to object to any distortion or other modification of a work, and
any similar right, existing under the law of any country in the world, or under any treaty. [***] hereby irrevocably transfers and assigns
to Logiq any and all Moral Rights that [***] may have in any Deliverables, services, or materials. [***] also hereby forever waives
and agrees never to assert against Logiq, its successors or assigns any and all Moral Rights that [***] may have in any Deliverables,
services or materials, even after termination of this Agreement.


 


10.  Representations
and Warranties of [***]. [***] represents and warrants that: (i) all services provided hereunder shall be performed in a good, workmanlike,
and professional manner and in [***] with all applicable industry standards; (ii) the Deliverables, if any, will be an original work of
[***]; (iii) [***] has the right and unrestricted ability to assign the ownership of the Deliverables to Logiq; (iv) [***] has an unqualified
right to grant to Logiq a license to any Underlying Works; v) [***] is not subject to any restrictions that would prevent [***] from entering
into or carrying out the provisions of this Agreement; (vi) [***] shall comply with all laws and regulations applicable to [***] and to
its performance of the services under this Agreement; and (vii) [***] has all requisite power and authority to execute, deliver and perform
its obligations under this Agreement.


 






    3


     


    

 


11.  Representations
and Warranties of Logiq. Logiq represents and warrants that it has the requisite corporate power and authority to enter into this
Agreement. The execution and delivery of this Agreement Logiq has been duly authorized by all necessary action on the part of Logiq and
no further action is required by Logiq in connection herewith. This Agreement has been duly executed by Logiq and, when delivered in accordance
with the terms hereof, will constitute the valid and binding obligation of Logiq enforceable against Logiq in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of
general application.


 


12.  Limitation
of Liability. NOTWITHSTANDING ANY TERM OR PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, REGARDLESS OF ANY THEORY OF RECOVERY
UNDER CONTRACT, TORT OR STRICT LIABILITY, AND REGARDLESS OF WHETHER SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


 


13.  Termination.
Notwithstanding any other provision or provisions of this Agreement, either Party may terminate this Agreement at any time for any or
no reason upon 15 business days’ prior written notice to the other Party. In addition, if any principal of [***] is convicted of
any felony, Logiq may terminate this Agreement immediately without prior written notice to [***].


 


14.  Governing
Law. This Agreement, its application and interpretation of the rights and duties of the Parties hereto, shall be governed exclusively
by its terms and by the laws of the state of Arizona.


 


15.  Assignment.
[***] may not subcontract or otherwise delegate or assign this Agreement or any of its obligations under this Agreement without Logiq’s
prior written consent. Any attempted assignment in violation of the foregoing shall be null and void. Subject to the foregoing, this Agreement
will be binding upon, and inure to the benefit of, each Party’s successors, heirs, representatives, administrators, and permitted
assigns.


 


16.  Notices.
All notices, consents, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall
be deemed to have been duly given, made and received if given at the Party’s respective address set forth on the first page of this
Agreement (i) delivered personally and, (ii) sent by registered or certified mail, postage prepaid and return receipt requested, (iii)
sent by overnight courier with a nationally recognized courier, or (iv) sent by e-mail, which shall be effective upon receipt of acknowledgement
of receipt from the other Party. If sent by mail, notice shall be considered delivered three (3) business days after the date of mailing,
and if sent by any other means set forth above, notice shall be considered delivered upon delivery thereof. Either Party may by notice
to the other Party change the address to which notice or other communications to it are to be delivered or mailed.


 






    4


     


    

 


17.  Headings.
Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents
hereof.


 


18.  Modification
or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the Parties hereto.


 


19.  Entire
Understanding. This Agreement and any schedule or exhibit attached hereto constitute the entire understanding and agreement of the
Parties with respect to the subject matter hereof.


 


20.  Unenforceability
of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder
of this Agreement shall nevertheless remain in full force and effect.


 


21.  Counterpart;
Electronic Signatures. This Agreement may be executed in counterparts, each of which shall constitute one and the same instrument.
This Agreement may be executed by electronic or digital signature, and an electronic or digital signature shall constitute an original
signature for purposes of this Agreement.


 


IN WITNESS WHEREOF the undersigned have executed
and delivered this Consulting Agreement as of the Effective Date.


 


	LOGIQ, INC.	 	[***] 
	 	 	 
	By:	        	 	By:	       
	 	 	 
	Name: 	 Brent Suen	 	Name: 	 [***]
	 	 	 
	Title:	 Chief Executive Officer	 	Title:	 Member


 


 


5