Exhibit 10.6


 





AGREEMENT


This Agreement between Ozop Surgical
Corp, a Nevada corporation with its principal office at 319 Clematis Street, Suite 714, West Palm Beach, FL 33401 (hereinafter
referred to as “OZOP” or the Company” and Thomas McLeer (hereinafter referred to as “McLeer”). References
to OZOP and the Company include any and all subsidiaries and predecessor companies.


RECITALS


		A.	McLeer has been an independent contractor of OZOP since October 2018
and currently hold the job title of Chief Operating Officer (“COO”) and is a Member of the Company’s Board of
Directors (the “Board”).



 


		B.	During the period October 2018 through October 23, 2019, Mr. McLeer
accrued compensation at the monthly rate of $15,000 per month resulting in total compensation of $180,000, of which the amount
of $122,500 is outstanding (hereinafter referred to as “Outstanding Fees”).



 


		C.	Due to personal reasons not related to any Company policy or actions,
Mr. McLeer is immediately resigning (the “Resignation”) from his position as COO of the Company and as a member of
the Board and all positions of OZOP.



 


		D.	OZOP raises funds through the issuances of convertible notes and/or
equity financings (hereinafter referred to as a “Funding”).



 


		E.	Within 72 hours of receipt of a Funding, OZOP will pay McLeer the
amount equal to 5% of the net proceeds received from a Funding. Any Funding that is used to pay off existing convertible notes
and by nature results in no new net proceeds to the Company is excluded from the 5% payment. As a matter of clarification if the
Company receives $225,000 of net proceeds from a Funding and $150,000 is used to pay off existing convertible notes, the amount
subject to the 5% payment from that funding would be $75,000. Upon request, the Company wil provide the convertible debt payment
receipts.



 


		F.	Other than the above there are no disputes, with respect to Mr. McLeer’s
relationship as an independent contractor with OZOP and the Resignation.



 


AGREEMENT


NOW, THEREFORE, in consideration
of the mutual promises, covenants, and agreements set forth herein, the parties mutually agree as follows:


		1.	Effective Date. This Agreement is effective as of October
23, 2019.



 


		2.	Method of payment of Outstanding Fees. The Company will pay
Mr. McLeer the Outstanding Fees through bank transfers to the account of Mr. McLeer.



 


		3.	Release of Claims by McLeer. McLeer hereby unconditionally
releases and discharges OZOP, its successors, assigns, agent, directors, officers, employees, representatives from any and all
claims, demands, charges, damages, relating to Mr. McLeer’s period as an independent contractor. Furthermore, McLeer specifically
waives any and all claims for any monies due for his services except as set forth herein. Nothing contained herein shall release
the Company from its obligations set forth in this Agreement. This release and waiver of claims by McLeer covers, but is not limited
to, all claims for misrepresentation, fraud, breach of implied or express contract, breach of implied covenant of good faith and
fair dealing, defamation, and interference with economic relations. This release and waiver of claims by McLeer releases and waives
all claims against Ozop which may accrue as of the date of this Agreement.



 


		4.	Release of Claims by OZOP. OZOP, for itself, its heirs, assigns
and representatives, hereby releases and waives all claims it has or may have, whether known, unknown, actual, potential or contingent,
against McLeer, including any of his agents and representatives, in any way arising out of or relating to McLeer's independent
contractor relationship with OZOP and the resignation of McLeer's independent contractor relationship with OZOP. This release and
waiver of claims by OZOP covers, but is not limited to, all claims for misrepresentation, fraud, breach of implied or express contract,
breach of implied covenant of good faith and fair dealing, defamation, and interference with economic relations. This release and
waiver of claims by OZOP releases and waives all claims against McLeer which may accrue as of the date of this Agreement.



 


		5.	Amendment. This Agreement may not be supplemented, amended,
or modified except through a new written agreement signed by both parties.



 


		6.	No Assignment of Claims. McLeer represents and warrants that
he has not previously assigned or transferred, or attempted to assign or transfer, to any third party, any of the Claims waived
and released herein.



 


		7.	Confidential Information. As a further material inducement
to OZOP to enter into this Agreement, McLeer agrees that he will not divulge the following information or types of information
to anyone without the prior written consent of OZOP which will not be unreasonably withheld: trade secrets, salaries, financial
information, franchise information, marketing information, pricing, products, product lists, product information, sales information,
personal employee information, or any other information of a similar confidential, sensitive or competitive nature. McLeer acknowledges
that he has previously signed a confidentiality agreement with OZOP that remains in effect and under which he continues to be obliged
to not disclose or make use of confidential or proprietary company information.



 


		8.	No disparagement. McLeer agrees not to damage, disparage or
criticize, orally or in writing, OZOP, its officers, executives, management or operations to any third person or entity. OZOP agrees,
through its executives and officers, not to damage, disparage or criticize, orally or in writing, McLeer to any third person or
entity.



 


		9.	Entire Agreement. This Agreement contains the entire agreement
and understanding of OZOP and McLeer concerning the subject matter hereof and this Agreement supersedes and replaces all prior
negotiations, proposed agreements, agreements or representations whether written or oral. OZOP and McLeer agree and acknowledge
that neither OZOP nor McLeer, including any agent or attorney of either, has made any representation, guarantee or promise whatsoever
not contained in this Agreement to induce the other to execute this Agreement, and neither party is relying on any representations,
guarantee, or promise not contained in this Agreement in entering into this Agreement.



 


		10.	Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of California.



 


		11.	Submission to Jurisdiction. McLeer and OZOP each submits to
the jurisdiction of any state or federal court sitting in the State of California in any action or proceeding arising out of or
relating to this Agreement, and each party agrees that all claims of whatever type relating to or arising out of this Agreement
may be heard and determined only in a state or federal court sitting in the State of California. McLeer and OZOP each waives any
defense of inconvenient forum to the maintenance of any action or proceeding so brought, and waives any bond, surety, or other
security that might be required of any other party with respect thereto. McLeer and OZOP each agrees that if any action or proceeding
relating to or arising out of this Agreement is brought in any other court or forum other than a state or federal court sitting
in the State of California, the action or proceeding shall be dismissed with prejudice and the party bringing the action or proceeding
shall pay the other party's legal fees and costs.



 


		12.	Consultation with Attorney. McLeer understands and acknowledges
that OZOP has advised McLeer to consult with an attorney of McLeer's choice prior to signing this Agreement.



 


		13.	Right of Revocation. McLeer acknowledges that OZOP advised
McLeer of McLeer’s right to consider the terms of this Agreement for 21 days after its delivery, and McLeer, after consulting
counsel, hereby irrevocably waives that right.



 


		14.	Revocation Period. Pursuant to federal law, this Agreement
is revocable by McLeer for seven days following McLeer’s execution of the Agreement ("Revocation Period"). To be
effective, such revocation must be in writing signed by McLeer and must be delivered to the Chief Executive Officer before 11 :59
p.m., on the last day of the Revocation Period. If an effective revocation is delivered in the foregoing manner and timeframe,
this Agreement shall be of no force or effect and shall be null and void ab initio. McLeer understands that if McLeer revokes this
Agreement, McLeer will lose all benefits of this Agreement. The promises of OZOP in this Agreement will go into effect only if
McLeer has not revoked the Agreement within the Revocation Period.



 


		15.	Default. Ozop shall have 15 business days (if not cured, such
date would be the “Date of Default”), after receipt of a Notice of default from McLeer to cure any default. In the
event OZOP fails to cure the default in either or both of its payment obligations after a Funding, OZOP shall deemed to be in default
and additional interest at the rate of 15% per annum of the amount in default, shall accrue from the Date of Default. Upon such
default, McLeer shall be entitled to receive from OZOP all costs of collection, including without limitation, attorneys’
fees and disbursements, and full costs of any legal action undertaken by McLeer. Furthermore, McLeer will no longer be bound per
the terms of this Agreement until such time the default has been cured. Notices should be delivered to the respective parties
at the following addresses:



 


If to the Company:


 


Ozop Surgical Corp


Attn: Barry Hollander, CFO


319 Clematis Street, Suite 714


West Palm Beach, FL 33401


If to McLeer:


Thomas McLeer


20 Blue Horizon


Laguna Niguel, CA. 92677


 


		16.	Miscellaneous. 



 


		16.1.	If either party initiates proceedings for the other’s breach
of this Agreement, the prevailing party shall recover attorneys' fees and costs, including such fees and costs on any enforcement
or appeal proceedings.



 


		16.2.	If one or more paragraphs of this Agreement are ruled invalid or
unenforceable, such invalidity or unenforceability shall not affect any other provision of the Agreement, which shall remain in
full force and effect.



 


		16.3.	This Agreement may be modified only by a writing signed by both parties.



 


		16.4.	This Agreement may be executed in two counterparts, each of which
shall constitute an original, but all of which together shall constitute one and the same document.



 


IN WITNESS WHEREOF, the parties
have executed this Agreement on the dates indicated below by each of their signatures, to be effective for all purposes as of the
date of the latest signature below.


 





	OZOP SURGICAL CORP.	THOMAS MCLEER
	 	 
	By: /s/ Michael Chermak               	/s/ Thomas McLeer             
	Its: Chief Executive Officer	 
	 	 
	Date: October 23, 2019	Date: October 23, 2019