Exhibit 10.4


 





AGREEMENT
FOR CORPORATE DIRECTOR


Between


GALA
GLOBAL, INC.


And


ALLISON
HESS


 






 


This Agreement (“Agreement”) in entered and into
effect as of 30th day of March, 2017, between Gala Global, Inc., a Nevada Corporation, having a principal address of 2780
S. Jones Blvd #3725, Las Vegas NV 89146 and its subsidiaries, affiliates, or corporate or other successors, if any (collectively,
“Company”), and Allison Hess, an individual (“Director”).


 


RECITALS:


 


WHEREAS, the Company desires to
retain the services of Director for the benefit of the Company and its stockholders; and


 


WHEREAS, Director desires to serve
on the Company’s Board of Directors for the period of time and subject to the terms and conditions set forth herein;


 


NOW, THEREFORE, in consideration
of the mutual promises and covenants hereinafter contained, it is agreed as follows:


 


AGREEMENT:


 


1. INCORPORATION OF RECITALS.


The recitals set forth above are hereby incorporated by this
reference as though set forth in full herein, and the parties agree and acknowledge that said recitals are true and accurate.


 


2. PRINCIPAL PLACE OF BUSINESS.


Unless the Parties agree otherwise in writing, the principal
place of business of the employment term shall be at 2780 S. Jones Blvd #3725, Las Vegas NV 89146


 


3. TERM


The term of this Agreement shall commence on the 30th day of
MARCH 2017, and shall continue through MARCH 30th 2021 unless terminated in accordance with the provisions of this Agreement.


 


4. DUTIES


Director agrees to provide services to the Company as a member
of the Board of Directors. Director shall, for so long as she remains a member of the Board of Directors to perform such duties
consistent with her positions as a member of the Board of Directors such as;


		a)	Meet with the Company upon written request, at dates and
times mutually agreeable to Director and the Company, to discuss any matter involving the Company or its Subsidiaries, which involves
or may involve issues of which Director has knowledge and cooperate in the review, defense or prosecution of such matters.



		b)	Director acknowledges and agrees that the Company may
rely upon Director’s expertise in product development, marketing or other business disciplines where Director has a deep
understanding with respect to the Company’s business operations and that such requests may require substantial additional
time and efforts in addition to Director’s customary service as a member of the Board of Directors.



		c)	Director will notify the Company promptly if he is subpoenaed
or otherwise served with legal process in any matter involving the Company or its subsidiaries. Director will notify the Company
if any attorney who is not representing the Company contacts or attempts to contact Director (other than Director’s own
legal counsel) to obtain information that in any way relates to the Company or its Subsidiaries, and Director will not discuss
any of these matters with any such attorney without first so notifying the Company and providing the Company with an opportunity
to have its attorney present during any meeting or conversation with any such attorney.



 


 






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Director agrees that the services to be performed under this
Agreement are of a special, unique, unusual, extraordinary, and intellectual character that gives them peculiar value to Company’s,
the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Director agrees that Company,
in addition to any other rights or remedies the Company may have, shall be entitled to injunctive and other equitable relief to
prevent or remedy a breach of this Agreement by Company.


 


The employment relationship between the Parties shall be governed
by the general employment policies and practices of Company, including but not limited to those relating to protecting confidential
information and assignment of inventions, intellectual property and those pertaining to legal compliance and business ethics; provided,
however, that when the terms of this Agreement differ from or conflict with Company’s general employment policies or practices,
this Agreement shall control.


 


5. BOARD OF DIRECTORS STATUS OF DIRECTOR


Membership on the Board shall require adherence to board member
conduct policies adopted by the board and enforced equally upon all directors.


 


6. COMPENSATION


		a)	During the term of this Agreement, the Director will be
paid an ANNUAL base of Executive Stock in the amount of ONE MILLION FIVE HUNDRED THOUSAND (1,500,000) shares of Rule 144 Restricted
Common Stock of the Company (OTC: GRNH);



		b)	The Director shall be issued ONE PERCENT (1%) of the issue
and outstanding equity stock in Company every Six (6) Months during the term of this Agreement;



		c)	The certificates representing the Executive Stock Common
Shares will bear the following legend;



 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 'ACT'), AND MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.”


 


		d)	No holder of Executive Stock may sell, transfer or dispose
of any Executive Stock (except pursuant to an effective registration statement under the 1933 Act) without first delivering to
the Company an opinion of counsel reasonably acceptable in form and substance to the Company (which counsel shall be reasonably
acceptable to the Company) that registration under the 1933 Act is not required in connection with such transfer.



		e)	The Company shall not be required (i) to transfer on its
books any shares of Executive Stock which have been sold or transferred in violation of any of the provisions set forth in this
Agreement or (ii) to treat as owner of such shares, to accord the right to vote as such owner or to pay dividends to any transferee
to whom such shares have been transferred in violation of this Agreement.



 


Commission


		f)	During the term of this Agreement, Director will also
be paid a Commission. Director will be paid a commission on the initial and any new business transactions Director introduces
to the Company pursuant to the commission plan described in this paragraph.



		g)	Commission Rate. Commissions shall be TEN PERCENT (10%)
of the net fee received by Company from initial and new business introduced by Director.



		h)	Earning of Commission. Director agrees that he has not
earned any commission on any fee due from the new business transaction unless and until the fee is actually received by Company.
Director also agrees that he has not earned any commission on any fee received from the client unless Director is actually acting
under this Agreement at the time of the receipt of the fee by the Company. Director has no entitlement to any commission on any
fee received from the new business transaction after the effective date of the termination of this Agreement.



		i)	Payment of Net Commission. Any commission payment due
Director in accordance with this commission plan (the ''net commission'') will be paid to him prior to the end of a the next regular
quarter following the calculation, less appropriate withholdings and deductions. If this Agreement has terminated prior to the
end of a quarter, the gross and net commission calculations, and the payment of net commission due, if any, will be made as soon
as possible.



 


 


 






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7. TIME AND EFFORT REQUIRED.


During his employment, Director shall devote such time, interest,
and effort to the performance of this Agreement as may be fairly and reasonably necessary.


 


8. CONFIDENTIALITY.


Ownership of Intangibles.


All processes, inventions, patents, copyrights, trademarks,
and other intangible rights that may be conceived or developed by Director, either alone or with others, during the term of Director’s
employment, whether or not conceived or developed during Director’s working hours, and with respect to which the equipment,
supplies, facilities, or trade secret information of Company was used, or that relate at the time of conception or reduction to
practice of the invention to the business of Company or to Company’s actual or demonstrably anticipated research and development,
or that result from any work performed by Director for Company, shall be the sole property of Company.


 


Director hereby agrees promptly to disclose to the Company any
and all inventions, discoveries, improvements, trade secrets, formulas, techniques, processes, and know-how, whether or not patentable
and whether or not reduced to practice, made or conceived by Director, either solely or in conjunction with others, during the
period of Director’s employment with Company, which related to or result from the actual or demonstrably anticipated business,
work, or research in development of Company, or which result, to any extent, from use of Company’s premises or property,
or are suggested by any task assigned to Director or any work performed by Director for or on behalf of Company.


 


Director agrees that all
intellectual properties, including but not limited to all ideas, concepts, themes, inventions, designs, improvements, and
discoveries conceived, developed, or written by Director, either individually or jointly in collaboration with others, shall
belong to and be the exclusive property of Company. Director agrees that all patent rights and copyrights applicable to any
of the intellectual properties covered by this Agreement shall belong exclusively to Company, shall constitute works for
hire, and shall be disclosed and assigned promptly by Director to Company.


 


Director further agrees to assist Company in obtaining patents
on all inventions, designs, improvements, and discoveries that are patentable, or copyright registration on all works of creation
that are copyrightable, and to execute all documents and do all things necessary to vest full and exclusive title in Company and
protect against infringement by others.


 


Director agrees to submit any dispute about whether any intellectual
property was conceived, developed, or written as a work for hire to review under Company’s policies and to resolve any disputes
in accordance with the provisions of this Agreement.


 


All inventions conceived or developed by Director during the
term of this contract shall remain the property of Director, provided, however, that as to all such inventions with respect to
which the equipment, supplies, facilities, or trade secret information of Company was used, or that relate to the business of Company
or to Company’s actual or demonstrably anticipated research and development, or that result from any work performed by Director
for Company,.


 


9. PROPRIETARY INFORMATION OBLIGATIONS


During the term of employment under this Agreement, Director
will have access to and become acquainted with Company’s confidential, proprietary, and trade secret information (collectively,
“Proprietary Information”), including but not limited to information or plans concerning Company’s customer relationships;
personnel; sales, marketing, and financial operations and methods; trade secrets; formulas; devices; secret inventions; processes;
and other compilations of information, records, and specifications.


 


Director shall not disclose any of Company’s Proprietary
Information directly or indirectly, or use it in any way, either during the term of this Agreement or at any time thereafter, except
as reasonably necessary in the course of his or her employment for Company or as authorized in writing by Company. Director acknowledges
that the sale or unauthorized use or disclosure of any of Company’s Proprietary Information is unfair competition.


 


 






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Director agrees not to engage at any
time in unfair competition with Company. All files, records, documents, computer-recorded or electronic information,
drawings, specifications, equipment, and similar items relating to Company’s business, whether prepared by Director or
otherwise coming into his or her possession, shall remain Company’s exclusive property and shall not be removed from
Company’s premises under any circumstances whatsoever without Company’s prior written consent, except when (and
only for the period) necessary to carry out Director’s duties hereunder, and if removed shall be immediately returned
to Company on termination of employment, and no copies shall be kept by Director.


 


10. NON-INTERFERENCE


Director acknowledges that the only way to keep confidential
information about Company’s customers, suppliers, and Directors to which Director has access confidential is for Director
to agree that while employed by Company and for one year thereafter, Director will not (a) solicit or attempt to solicit, directly
or indirectly, any Director, customer, or supplier of Company; or (b) take any other action that may cause any such Director, customer,
or supplier to terminate or adversely alter his, her, or its relationship with Company.


 


11. DISCHARGE AND TERMINATION


The Company may, pursuant to the
following procedure, discharge the Director for good cause, which shall mean any material breach of this Agreement or
Company's suffering or incurring substantial damages, liability or costs on account of Director's willful misconduct or gross
negligence. Upon the occurrence of what Company believes to be good cause, Company shall give Director written notice of the
reason or cause for discharge ten (10) days prior to the proposed date of discharge, which shall be effective on such
date.


 


This Agreement shall continue until Director's resignation,
death or disability or other incapacity, or until, as determined by the Board of Directors in its good faith judgment, the Agreement
should be terminated.


 


12. DISABILITIES OR DEATH


		a)	This Agreement shall terminate upon the Director's total
permanent disability, as defined herein, or death.



 


		b)	In the event of the Director's total permanent disability,
the compensation that would have otherwise been earned, pursuant to Paragraph 5 herein, will continue to be paid for at least
two (2) months. For purposes of this Agreement, the phrase ''total permanent disability'' shall mean the inability of the Director
substantially to perform her duties hereunder for a continuous period of more than four (4) months. Such disability shall be determined
by the Director's attending physician, and if the Company disagrees with the determination of such physician, the Company shall
have the right to employ physicians of its choosing to examine the Director and make an independent determination of whether or
not the Director is, in fact, totally and permanently disabled.



 


		c)	In the event of death of the Director, her estate will
receive the pro rata portion (based on the fraction of the year elapsed prior to death) of any compensation, which would have
been earned by him for the fiscal year in which death occurs.



 


13. INJUNCTIVE RELIEF


The Director expressly agrees and acknowledges that any breach
or threatened breach by him will cause irreparable damage to the Company, for which monetary damages will be an inadequate remedy,
and that the damages flowing from such breach are not readily susceptible to being measured in monetary terms.


 


Accordingly, to all of the Company's rights and remedies under
this Agreement, including, but not limited to, the right to the recovery of monetary damages from the Director, the Company shall
be entitled, and the Director hereby consents, to issuance by any court of competent jurisdiction of temporary, preliminary and
permanent injunctions, without bond, enjoining any such breach or threatened breach by the Director. The Director's sole remedy
in the event of any injunction or order shall be dissolution thereof, if warranted, upon duly held hearing in a court of competent
jurisdiction. The Director hereby waives all claims for damages for wrongful issuance of any such injunction.


 


 


 






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14. NOTICES


Any notice required or permitted to be given under this Agreement
shall be sufficient if in writing and if sent by registered or certified mail to his residence in the case of the Director and
to its principal office in the case of the Company.


 


15. WAIVER


The waiver by the Company or the Director of any breach of any
provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by the other
party.


 


16. GOVERNING LAW


Exclusively the laws of the Province of California and the federal
laws of the U.S applicable shall govern the validity and interpretation of this Agreement therein.


 


17. SEVERABILITY


The invalidity or unenforceability of any particular provision
of this Agreement shall not affect any other provision hereof, but this Agreement shall be construed and enforced as if such invalid
or unenforceable provision was omitted.


 


18. EFFECTIVE DATE


Notwithstanding the actual date of execution hereof, this Agreement
shall be effective as of and from the Effective Date.


 


19. CAPTIONS AND PARAGRAPHS


Captions and paragraph headings used herein are for convenience
only and are not a part of this Agreement and shall not be used in construing it.


 


20. AMENDMENTS


No amendment, alteration, change, qualification or modification
of this Agreement shall be valid unless it is in writing and signed by both Parties hereto and any such amendment, alteration,
change, qualification or modification shall be adhered to and have the same effect as if they had been originally embodied in and
formed a part of this Agreement.


 


21. FURTHER ASSURANCES


The Parties hereto, and each of them, covenant and agree that
each of them shall and will, upon reasonable request of the other Party, make, do, execute or cause to be made, done or executed
all such further and other lawful acts, deeds, things, devices and assurances whatsoever for the better or more perfect and absolute
performance of the terms and conditions of this Agreement.


 


22. BINDING EFFECTS


The rights and obligations of the Company under this Agreement
shall inure to the benefit of and shall be binding upon the successors and assigns of the Company.


 


23. COUNTERPARTS


This Agreement may be executed in counterparts, each of which
shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


24. ENTIRE AGREEMENT


This Agreement constitutes the entire agreement of the parties
with respect to the subject matter hereof and may not be changed orally, but only by an agreement in writing signed by the party
against whom the enforcement of any waiver, change, modification, extension or discharge is sought. The recitals in this Agreement
are hereby incorporated herein, and each statement of fact therein about a party is hereby represented by such party to be true.
The parties further acknowledge that each has read this Agreement, understands it, and agrees to be bound by its terms.


 


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THE PARTIES, INTENDING TO BE LEGALLY
BOUND, have executed this Agreement as of the date first above written.


 


 


COMPANY:


Gala Global, Inc.


A
Nevada Corporation,


 


 


 


By: /s/ Timothy Madden                             


Name: Timothy Madden


Title: Chief Executive Officer


 


 


 


DIRECTOR:


Romina Martinez


An Individual,


 


 


 


By: /s/ Allison Hess                                  


Name: Allison Hess


Title: Corporate Director


 


 


 


 


 


 


 


 


 


 


 


 






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