Exhibit 10.1


 





CONSULTING AGREEMENT


 


This Consulting Agreement ("Agreement")
is entered into on March 15, 2018 by and between Simon Westbrook of Aargo, Inc. (“Consultant”), of 10
Timber Ridge Lane, Scotts Valley, CA 95066 and KT High-Tech Marketing, Inc., a corporation, having a mailing address of
14440 Big Basin Way #12, Saratoga, California, 95070 (“Company”), based on the following mutual understanding:


 


ARTICLE 1 - Description of Consulting
Services


 


The nature and scope of the consulting
services to be performed hereunder are as set forth in Exhibit A, Statement of Work, attached hereto.


 


ARTICLE 2 - Term of Agreement


 


Subject to approval by the Board of Directors
of the Company, this Agreement commences on the date first set forth above and continues to roll over on a monthly basis unless
either party notifies the other in writing of its intention not to renew.


 


ARTICLE 3 - Oversight of Consulting
Services and Contractual Authority


 


The Company employees authorized to provide
oversight and direction of the Consultant’s efforts and services within the scope of Exhibit A, Statement of Work,
Michael Mo, CEO and Chairman of the Company, and/or such other person as may hereafter be designated in writing by the CEO of the
Company. Such authority on the part of the above-named individuals does not extend to actual or constructive amendments or changes
to this Agreement or to other contractual approvals required hereunder, except where expressly provided.


 


ARTICLE 4 - Compensation, Billing and
Payment


 


In consideration for the services to be
rendered for the benefit of and accepted by Company under this Agreement, the Consultant will receive the remuneration in accordance
with the schedule set forth in Exhibit B, attached hereto, which will constitute the entire compensation (inclusive
of all overhead, profit, and expenses) to the Consultant for the services rendered under this Agreement. The Consultant will submit
statements to the Company on a monthly basis.


 


ARTICLE 5 - Entire Agreement


 


This Agreement (including all exhibits
hereto) constitutes the entire understanding and agreement between Company and the Consultant with respect to the subject matter
hereof, and supersedes all prior negotiations, representations or agreements, either oral or written. No modification, recession,
waiver or termination of this Agreement, or any of its terms and conditions, shall be binding on Company, unless agreed to in writing
by the president of Company.


 


ARTICLE 6 - Performance


 


If the Consultant fails in any respect
to prosecute the work and services with promptness or diligence, Company may terminate this Agreement for cause in part or in its
entirety without any liability for the terminated part(s).


 


ARTICLE 7 - Independent Contractor Relationship


 


The Consultant is an independent contractor
of Company and, except to the extent specified in this Agreement, Company may not control or direct the details and means by which
Consultant performs its duties under this Agreement. This Agreement shall not create the relationship of employer and employee,
a partnership or a joint venture. Neither the Consultant nor Company shall be deemed an agent of the other on account of this Agreement
or the performance of any of their obligations hereunder. The Consultant does not have any authority to bind Company to any agreement
or contract.


 






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ARTICLE 8 - Assignment


 


Consultant may not assign or transfer this
Agreement, any rights hereunder, nor any payment due or to become due hereunder. Any such assignment(s) or attempt at any such
assignment is void and not binding upon Company. The Consultant acknowledges that this Agreement is one for personal services for
the benefit of Company and is therefore not assignable in whole or in part.


 


ARTICLE 9 - Access To Work


 


Company shall, at all reasonable times,
have free access to the services and facilities of the Consultant and its subcontractors for purposes of inspecting same and determining
that the work and services are being performed in accordance with the terms of this Agreement. Further, the Company shall be entitled
to request copies of all financial records prepared by Consultant in the pursuit of the Consulting Services.


 


ARTICLE 10 - Compliance with The Law


 


The Consultant will comply with all applicable
federal, state and local laws, rules and regulations.


 


ARTICLE 11 - Applicable Law


 


The rights and obligations arising from
this Agreement are governed by the laws of the state of California.


 


ARTICLE 12 - Taxes


 


Any and all taxes applicable to the performance
of the Consultant hereunder and its incurrence of cost therefor are included in the Consultant’s fee payable hereunder (except
as otherwise expressly provided herein) and that the Consultant is wholly responsible for the necessary filing of income tax returns
to the proper taxing authorities and for payment of all such taxes. The Consultant is wholly responsible for withholding and payment
of all federal, state and local taxes of whatever nature.


 


ARTICLE 13 - Warranty


 


The Consultant will perform the services
under this Agreement using the Consultant’s best skill, diligence and attention and warrants that the services shall be performed
with that degree of skill, care, and judgment customarily accepted as sound, quality, professional practice and procedure in the
field or discipline represented by the Consultant.


 


ARTICLE 14 - Ownership Of Work Product


 


All technical data, correspondence, and
other work of the Consultant hereunder produced under or pursuant to this Agreement is and will at all times remain the property
of Company and are to be delivered to Company when so requested. In addition, upon the expiration or termination (regardless of
the reason for termination) of this Agreement, the Consultant shall deliver to Company any and all drawings, notes, memoranda,
specifications and documents in the Consultant's possession or control relating to the performance by the Consultant of
its obligations hereunder or relating to any Third Party Information or Company's Information, excluding computer software
owned by Consultant and used in connection with the performance of its duties hereunder.


 


ARTICLE 15 – Dissemination of
Work Product


 


Use, publication or teaching of information
directly derived from work and services performed, or data obtained in connection with the work and services rendered under this
Agreement other than for Company’s benefit is prohibited unless expressly approved in writing by Company, which approval
Company may withhold in its sole and absolute discretion.


 


ARTICLE 16 - Cumulative Remedies


 


Every right or remedy herein conferred
upon or reserved to Company is cumulative and in addition to every right and remedy now or hereafter existing at law or in equity,
and the pursuit of any right or remedy shall not be construed as an election.


 






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ARTICLE 17 - Force Majeure


 


Any delay in, or failure of performance
of either party does not constitute default hereunder or give rise to any claim for damage if and to the extent such delay or failure
is caused by occurrences beyond the control of the party affected and which by the exercise of reasonable diligence, such party
is unable to prevent, including but not limited to, acts of God or the public enemy, expropriation or confiscation of facilities
or compliance with any order or request of a governmental authority affecting to a degree not presently existing, the supply, availability,
or use of materials or labor, acts of war public disorders, rebellion or sabotage, floods, riots or strikes. A party which is prevented
from performing for any reason shall immediately notify the other party, in writing, of the cause for such nonperformance, and
the anticipated extent of the delay. The Consultant is not entitled to any additional compensation as a result of force majeure
that may delay the Consultant’s performance of services under this Agreement.


 


ARTICLE 18 - Confidentiality


 


The Consultant shall keep all work and
services carried out hereunder for Company and all trade secrets, data and other proprietary information of Company, including
all information gathered or becoming known to the Consultant arising out or in connection with the services performed under this
Agreement, (collectively, "Company's Information") entirely confidential, and not use, publish, or make known,
without Company’s written approval, any of Company's Information or any other information developed by the Consultant
or furnished by Company to any persons other than personnel of the parties of this Agreement. However, the foregoing obligations
of confidentiality, secrecy and nonuse do not apply to any information that was in the Consultant’s possession prior to commencement
of work under this Agreement, or which is available to the general public in a printed publication and provided further that the
foregoing obligation in no way limits the Consultant’s internal use of any such work.


 


Any public statements or publicity regarding
Company or its business are to be made solely by Company, and any requests for information made to the Consultant by the news media,
or others, are to be referred to Company. Additionally, the Consultant shall not reference Company nor the work performed for Company
(including, but not limited to, listing Company as a customer of the Consultant on a resumé or other marketing materials)
without prior written approval by Company.


 


The Consultant understands, in addition,
that Company may receive from third parties confidential or proprietary information ("Third Party Information")
subject to a duty on Company's part to maintain the confidentiality of such information and to use it only for certain limited
purposes. The Consultant agrees to hold any Third Party Information in the strictest confidence and will not disclose to anyone
other than Company personnel, or use except in connection with any work to be performed by the Consultant for Company, any Third
Party Information unless expressly authorized by an officer of Company in writing.


 


ARTICLE 19 - Changes and/or Amendments


 


Company shall have the right, from time
to time during the term of this Agreement, by written notice to the Consultant, to make changes to the work and services covered
by this Agreement and described on Exhibit A attached hereto, including the right to expand, decrease or limit the
scope and nature of the work and services to be undertaken, or to redirect work and services already in progress. In the event
changes are made to Exhibit A and are material, the parties shall negotiate in good faith to amend the fees and compensation
to reflect the changes and to amend Exhibit B attached hereto with the new fee schedule.


 


ARTICLE 20 - Waiver 


 


In the event Company fails to insist on
performance of any of the terms and conditions, or fails to exercise any of its rights or privileges hereunder, such failure shall
not constitute a waiver of such terms, conditions, rights or privileges.


 






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ARTICLE 21 - Termination For Convenience


 


Company or the Consultant, upon 14 days
prior written notice to the other, may terminate this Agreement, or any part hereof, for the sole convenience of Company or the
Consultant. Upon receipt of written notification from the terminating party that this Agreement, or any part hereof, is to be terminated,
the Consultant shall immediately cease operation of the work and services stipulated, and assemble all material that has been prepared,
developed, furnished or obtained under the provisions of this Agreement that may be in its possession or custody, and shall transmit
the same to Company on or before the fourteenth day following the receipt or delivery by the Consultant, as the case may be, of
the above written notice of termination, together with its invoice of the fees due for completed work and/or services as outlined
in Exhibit A of this Agreement. The Consultant shall be entitled to just and equitable payment for all completed
and accepted work or services satisfactorily performed prior to such notice and in conjunction with such notice, as described above,
which amount shall be paid to Consultant upon termination. In the event Consultant and Company are unable to mutually
agree upon the amounts due by either upon termination for convenience within 30 days after the notice of termination is received,
then Company and Consultant shall submit such dispute to binding arbitration accordance with the expedited rules for arbitration
of the American Arbitration Association, and a judgment upon any award may be entered in any court having jurisdiction. Either
the Consultant or Company shall have a right to initiate arbitration upon notice to the other party. Any such arbitration shall
be conducted in the San Jose, California metropolitan area.


 


In determining the amount of compensation
due the Consultant, the Consultant shall not be entitled, nor shall Company give any consideration to the Consultant for claims
for loss of anticipated revenue(s), including overhead and profit, which the Consultant might have reasonably expected to make
on the uncompleted portion of the work and services.


 


ARTICLE 22 - Indemnification


 


The Company shall defend, indemnify and
hold Consultant free and harmless from and against any and all claims, losses, demands, causes of action, suits or other litigation
(including attorney’s fees and all other costs thereof) of every kind and character, including, but not limited to damages
or loss from bodily injuries, death, damage to tangible or intangible property in any way occurring incident to, arising out of
or in connection with the work and services performed or to be performed for the Company hereunder or occurring incident to, at
the same level as if the Consultant were an officer of the Company.


 


ARTICLE 23 - Insurance


 


Insurance appropriate to work performed,
in accord with standards for the field or discipline, and acceptable to Company, including worker's compensation, if applicable,
shall be maintained at all times by the Consultant, at its own expense, during performance of the Agreement. At a minimum, the
Consultant shall carry at its own cost and expense comprehensive general liability insurance with a minimum limitation of liability
of $1,000,000.


 


ARTICLE 24 – Electronic
Reproduction of Agreement


 


The parties agree that a scanned or electronically
reproduced copy or image of this fully executed Agreement is to be deemed an original and may be introduced or submitted in any
action or proceeding as competent evidence of the execution, terms and existence hereof notwithstanding the failure or inability
to produce or tender an original, fully executed version of this Agreement and without the requirement that the unavailability
of such original of this Agreement first be proven.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
the parties hereto have executed this Consulting Agreement as of the date first set forth above:


 





	Aargo Inc.	 	KT High-Tech Marketing, Inc.
	 	 	 
	 	 	 
	By: 	/s/ Simon Westbrook	 	By: 	/s/ Michael Mo
	Name: Simon Westbrook	 	Name: Michael Mo
	Title: 	 	 	Title: Chairman and CEO







 




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Exhibit A


 


To Consulting Agreement


 


Statement
of Work


 


The nature and scope of the work/services
to be performed by the Consultant under this Agreement are as follows:


 








		1.	Simon Westbrook shall be named the Company’s Chief Financial Officer;



		2.	Simon Westbrook shall provide all commercially reasonable services consistent with a Chief Financial
Officer in the industry, development stage and under the same SEC reporting requirements as the Company, including the provision
of all diligence required for and to execute the Sarbanes Oxley certifications for all periodic filings;



		3.	Monitor corporate entity in US including registration in state of incorporation and operating state
locations;



		4.	Manage and arrange filings of annual returns, annual meetings and minutes, and other recurring
statutory requirements;



		5.	Advise on tax planning including transfer pricing and service agreement, arrange tax return preparation,
and payments, and assist in responding to federal and state tax enquiries;



		6.	Support corporate bank, Treasury and audit activities as required;



		7.	Review and monitor receivables collections in US;



		8.	Assist company management in order to evaluate strengths and weaknesses and report back on the
stability and readiness of finance, admin, and HR operations;



		9.	Establish HR and facilities management department including benefit plans, employee handbook, payroll
service, workers comp insurance, employment records, tax and social service report filings;



		10.	Review and report on local Risk management and insurance requirements based on exposures revealed
in planned business operations;



		11.	Assist in reviewing commercial contracts with potential third party US entities;



		12.	Generally assist CEO and commercial management as requested in business transactions and processes;
and



		13.	Review and supervise SEC reporting and coordination with the Company’s auditors and accounting
staff and consultants.





 




     


     


    

 


Exhibit B


 


To Consulting Agreement


 


Compensation and Payment Terms


 


 


The Consultant shall be entitled to compensation for services
performed and accepted under this Agreement as follows:


 


To enable this environment I propose a
flat retainer of $5,000 per month to be billed monthly and paid within 30 days of receipt of invoice.


 


Within three months of the commencement
of the contract, Company shall decide on an equity compensation plan with a view to aligning interests of Consultant and Company
shareholders.