Exhibit 4.18


 


 


 


35 W. 35th Street, 11th Floor | New York, NY 10001-0080
| P 212.827.0020 | www.tiberend.com


 


November 1, 2016


 


Prateek Dwivedi


Ehave, Inc.


250 University Avenue, Suite 200


Toronto, ON M5H 3E5


 


Dear Teek:


 


This letter agreement (this “Agreement”)
will confirm our understandings with respect to the retention of Tiberend Strategic Advisors, Inc. (“Tiberend”) to
provide public relations and investor relations services to Ehave, Inc. (“you”).


 


		1.	Services



Tiberend will serve as your exclusive
public relations and investor relations agency as per the “Investor Relations and Corporate Communications Proposal”
dated September 1, 2016.


 


		2.	Term and Termination



We will commence performing services
for you as of November 1, 2016, and this Agreement shall continue in effect for a period of twelve (12) months thereafter, through
and until October 31, 2017. Thereafter, this Agreement will automatically renew for additional one-year terms, unless either party
shall provide the other party with notice of its intention not to renew no later than sixty (60) days prior to the expiration date
of the initial term or the anniversary date of the then current renewal term, as the case may be.


 


		3.	Professional Fees and Expenses



The professional fee for our services
shall be as follows:


 





	 	 	Pre-NASDAQ	 	Post-NASDAQ
	MONTHLY FEE:	 	$8,500 / month	 	$11,000 / month
	ADMIN:	 	$   850 / month	 	$  1,100 / month
	Total Monthly Costs	 	$9,350	 	$12,100




 





Invoices for our fees, plus expenses
as described below, will be issued at the end of each month for the following month, and are payable within thirty (30) days. Travel,
third party vendor costs such as PR Newswire, and other out-of-pocket costs such as meetings with reporters, will be billed separately.


 




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We may increase our fees upon not
less than sixty (60) days prior written notice to you at any time after the expiration of the initial one-year term, but in no
event more frequently than once every 12 months.


 


We reserve the right to charge interest
on the amount of any invoice that is not paid within thirty (30) days at the rate of twelve percent (12%) per year, and we will
also charge you for any reasonable attorneys’ fees or other fees or costs, which we may incur in connection with the collection
of unpaid invoices.


 


		4.	Notices



All notices pertaining to this Agreement
shall be in writing and shall be sent by certified mail, return receipt requested, or by a recognized overnight courier service.
The addresses set forth above for the respective parties shall be the places where notice shall be sent, unless written notice
of a change of address is given.


 


		5.	Representation of Accuracy and Completeness



You acknowledge that Tiberend will
be relying upon the accuracy and completeness of all documents and information provided by you at any time during the term of this
Agreement, and is not responsible for independently verifying the truth and accuracy of any such documents or information. You
represent and warrant that all such documents and information will be true, accurate and complete.


 


		6.	Indemnification



You agree to indemnify and hold harmless
Tiberend and all of its employees, agents and representatives, from and against any demands, claims, or liability actually incurred
or suffered by any of them directly relating to or arising out of the inaccuracy of any information provided to Tiberend by you
or any of your employees, agents or representatives. Such indemnification shall include all costs and expenses incurred by Tiberend
or any of its employees, agents or representatives in connection therewith, including without limitation, reasonable attorneys’
fees and costs of litigation. This indemnification obligation shall not apply to demands, claims or liabilities relating to or
arising out of the gross negligence or willful misconduct of Tiberend. The provisions of this paragraph shall survive the expiration
or termination of this Agreement.


 


		7.	Confidentiality



Except in connection with the performance
of our services for you as your investor and public relations agency, we will hold in confidence and will not use nor disclose
to third parties information we receive from you, except for information which was public at the time of disclosure or becomes
part of the public domain without disclosure by us or information which we learn from a third party which does not have an obligation
of confidentiality to you.


 




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		8.	Controlling Law



The validity, interpretation and
performance of this Agreement shall be controlled by and construed under the laws of the State of New York.


 


		9.	Entire Agreement



This Agreement contains the entire
understanding of the parties. No representations were made or relied upon by either party other than those expressly set forth
herein. Neither party may alter any of the terms hereof, unless in writing and signed by an executive officer of such party.


 


	Tiberend Strategic Advisors, Inc.	 
	 	 	 
	By:	/s/ Greg Tiberend	 
	 	Gregory Tiberend, President & CEO	 
	 	 	 
	ACCEPTED AND AGREED TO:	 
	 	 	 
	Ehave, Inc.	 
	 	 	 
	By:	/s/ Prateek Dwivedi	 
	 	 Prateek Dwivedi, President & CEO	 


 




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