Exhibit 10.12


 






CONSULTING AGREEMENT


 


This
Agreement (“Agreement”), dated 20 december,
2013, confirms that SELECT-TV SOLUTIONS INC. (OTCBB: SEDF) (the "Company"), its subsidiaries and affiliates (“The
Company”) have retained Allin Investment LLC, with address : 160 Greentree drive, suite 101, Dover, DE 19904,
in the county of Kent represented by Mathieu Landry-Girouard (“Consultant”),
for the purposes described in this Agreement in accordance with the terms and conditions specified herein, and Consultant has agreed
to such engagement.


 


1. Purpose of Engagement. Consultant
will render strategic advisory services (the “Services”) as outlined below:


 





		·	Assist the Company with the introduction
of value added investor, potential strategic and business development partners within Europe and North America.



 


		·	Assist The Company in developing Corporate
Structures, Management Strategies and Marketing.



 


		·	Other services as mutually agreed to by The Company and Consultant








 


2. Period of Engagement. Consultant’s
engagement under this Agreement will commence on the date written above and expire twelve (12) months later, unless mutually extended
by the parties. Notwithstanding the foregoing, this Agreement may be terminated by either party, at any time, with reasonable cause,
upon thirty (30) days written notice to that effect to the other party.


 


3. Consultant’s Compensation.


 


		(a)	Upon signing the company shall grant the consultant 600
000 shares of common stock.





 


		(b)	The Company, in its sole discretion, may make additional
cash payments to reward the Consultant’s performance.





 


 


 






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The parties have caused this Agreement
to be executed by their duly authorized representatives as of the date written above.


 


Engagement terms (including attached Exhibit
A, Standard Terms and Conditions) accepted by:


 


 





	 	 	 
	SELECT-TV SOLUTIONS LTD	 	CONSULTANT
	 	 	 
	 	 	 
	By: /s/ Philippe Germain	 	By: /s/ Mathieu Landry-Girouard
	Name: Philippe Germain	 	Name: Mathieu Landry-Girouard
	Title: Chairman	 	Allin Investment LLC



 


 


 


 


 






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EXHIBIT A


STANDARD TERMS
AND CONDITIONS


 


1. Accuracy of The Company Data.
The Company recognizes and confirms that in performing its duties pursuant to this Agreement, Consultant will be using and relying
solely on data, material and other information (the “Information”) furnished by The Company, and its employees and
representatives and on information available from generally recognized public sources. The Company agrees that any Services will
be based entirely upon Information supplied by The Company or available from public sources. The Company will exercise reasonable
care to ensure that Information is complete and accurate in all material respects. The Consultant agrees not to opine upon, expand
or withhold any portion of the Company information from any contacts of the Consultant. The Company will be neither responsible
for nor liable to any party for any representations, assertions or statements made by the Consultant that is not contained in the
Information or reasonably derived therefrom if such representations, assertions or statements prove to be false, inaccurate, deceptive,
misleading or incomplete.


 


2. Confidential and Proprietary Information.
“Confidential and Proprietary Information” means all documents, software, reports, data, records, forms and other material
(a) obtained by Consultant from The Company in the course of performing the Services: (i) that have been marked as confidential;
(ii) whose confidential nature has been made known by The Company to Consultant; or (iii) that due to their character and nature,
a reasonable person under like circumstances would treat as confidential or (b) developed or prepared by Consultant based upon
information described in (a). Confidential and Proprietary Information does not include information which: (i) is already known
to Consultant at the time of disclosure by The Company; (ii) is or becomes publicly known through no wrongful act of Consultant;
(iii) is independently developed by Consultant without benefit of The Company’s Confidential and Proprietary Information;
or (iv) is received by Consultant from a third party without restriction and without a breach of an obligation of confidentiality.
All Confidential and Proprietary Information of The Company remains the property of The Company and will be maintained in confidence
by Consultant, will not be used by Consultant for any purpose other than to provide the Services under this Agreement, and will
not be disclosed to any third party, except as provided herein, without The Company's prior written consent, unless required by
applicable law or legal process. At the conclusion of the Services, Consultant will, upon The Company’s request, return to
The Company all Confidential and Proprietary Information of The Company in its possession or, upon The Company's request, Consultant
will destroy all Confidential and Proprietary Information of The Company in its possession, subject to Consultant’s need
to preserve its interests hereunder. Upon written request by The Company, Consultant will certify the destruction of all Confidential
and Proprietary Information of The Company, clearly identifying any such information retained by Consultant as necessary to preserve
its interests hereunder. The confidentiality restrictions and obligations imposed by this section will terminate five (5) years
after the expiration or termination of this Agreement.


 


3. Indemnification.


 


(a) In the event of a claim by a third
party relating to services under the Agreement to which these Standard Terms and Conditions are attached, The Company will indemnify
Consultant and its personnel from all such claims, liabilities, costs and expenses, except to the extent determined to have resulted
from the intentional or deliberate misconduct by Consultant.


 


(b) In the event of a claim by a third
party relating to services under the Agreement to which these Standard Terms and Conditions are attached, Consultant will indemnify
The Company and its personnel from all such claims, liabilities, costs and expenses, except to the extent determined to have resulted
from the intentional or deliberate misconduct by the Company.


 


(c) In the event any third party asserts
a claim against Consultant or its personnel for which a right of indemnification is asserted under subparagraph (a) above, The
Company shall, at its choice, either engage counsel to defend Consultant and/or its personnel or shall be responsible for the current
payment of costs and expenses Consultant and/or its personnel incur to defend against such claim.


 


(d) In the event any third party asserts
a claim against The Company or its personnel for which a right of indemnification is asserted under subparagraph (b) above, Consultant
shall, at its choice, either engage counsel to defend The Company and/or its personnel or shall be responsible for the current
payment of costs and expenses The Consultant and/or its personnel incur to defend against such claim.


 


4. Independent Contractor. Nothing
in this Agreement will be deemed to constitute Consultant or The Company the agent of the other. The Consultant nor The Company
be or become liable or bound by any representation, act or omission whatsoever of the other.


 


5. Nonassignability. This Agreement
and all rights, liabilities and obligations hereunder will be binding upon and inure to the benefit of each party’s successors,
but neither party will assign, transfer or subcontract this Agreement or any of its obligations hereunder without the other party’s
express, prior written consent.


 


6. Severability. In the event that
any term or provision of this Agreement is held invalid, void or unenforceable, then the remainder of this Agreement will not be
affected, impaired or invalidated, and each such term and provision of this Agreement will be valid and enforceable to the fullest
extent permitted by law.


 


7. Governing Law. Regardless of
the place of execution or performance, this Agreement and any related indemnification and confidentiality agreements between the
parties will be deemed made in Delaware. All actions arising hereunder or in connection herewith will fall under the exclusive
jurisdiction and venue of the American Arbitration Association located in New York, NY and each of the parties hereto hereby agrees
to the personal jurisdiction and venue of said arbitrator. The parties hereto agree to service of process by certified mail or
receipted courier. Any right to trial by jury with respect to any claim or proceeding related to or arising out of this engagement,
or any transaction or conduct in connection herewith, is waived.


 


 






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8. Integration. This Agreement constitutes
the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representations,
proposals, discussions, and communications, whether oral or in writing. This Agreement may be modified only in writing and will
be enforceable in accordance with its terms when signed by each of the parties hereto.


 


9. Counterparts. This Agreement
may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which constitute
one and the same instrument.


 


10. Third Party Beneficiaries. This
Agreement is made solely for the benefit of The Company, Consultant, other Indemnified Parties and their respective successors
and assigns, and no other person will acquire or have any right under or by virtue of this Agreement.


 


11. No Conflict of Interest. The
Company recognizes that Consultant may from time to time throughout the term of this Agreement provide services to companies that
are in competition with The Company. The Company hereby agrees that this Agreement does not limit Consultant’s ability to
provide such services, and that Consultant’s provision of such services does not represent a breach of this Agreement or
represent a conflict of interest for Consultant in the context of this Agreement. This paragraph does not limit Consultant’s
confidentiality obligations under paragraph 2 of this Agreement.


 


12. Notices. All notices, requests
and demands hereunder will be in writing and will be deemed to have been duly given (a) upon personal delivery, (b) five (5) days
after being mailed by registered or certified mail, return receipt requested or (c) one (1) business day after being sent by nationally
recognized overnight courier.


 


 






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