Exhibit 10.6


 





Consulting Agreement


 


This consulting agreement (the “Agreement”) is made
and entered on this day 1“ day of July, 2019 (the “Effective Date”) by and between Brenda Andrews (hereinafter
referred to as the “Consultant”) and Electromedical Technologies, Inc. (hereinafter referred to as the “Client”).


 


	1.	Services



 


The Consultant will provide strategic business services to the
Client, which may include: Assisted on the MLM Program and Provided Content, Website design


 


	2.	Compensation and Reimbursement of Expenses



 


The Client agrees to pay the Consultant a fixed fee of ten thousand
(10,000) restricted common shares for the services provided. This fee shall cover services pursuant to Section 1 of this Agreement.
The total amount owed per this agreement shall be deemed earned in full on September 30, 2019. For purposes of this agreement,
the shares are valued at $0.71 per share.


 


The Consultant will maintain adequate documentation and records
to support all costs invoiced to the Client including receipts for travel related expenses however, such expenses must be approved
by the Client prior to being incurred by Consultant.


 


Payments made by the Client to the Consultant will not deduct
any taxes and the Client will provide the Consultant with IRS Form 1099 at the end of each calendar year. For purposes of issuing
IRS Form 1099, the Consultant will provide a social security number upon execution of his agreement.


 


The shares of Common Stock provided for a compensation to Consultant
may not be sold or transferred unless:


 


	(i)	such shares are sold pursuant to an effective registration statement under the Act or (ii) the Consultant or its transfer agent
shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions
of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant
to an exemption from such registration (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor
rule) (“Rule 144”).



 


The certificate for shares of Common Stock has not been so included
in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption
that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:


 


“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HA VE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A
GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 






     


     


    

 


	3.	Term and Termination



 


This agreement will commence on the effective date set forth
and continue for a period of three months from the effective date unless terminated earlier. Either party may terminate this agreement
at any time upon thirty-day (30) notification. The Client may at its option agree to renew, extend and revise this agreement prior
to its expiration.


 


	4.	Confidential Information



 


Both parties acknowledge that there is an exchange of
confidential and proprietary information associated with this agreement. Confidential and proprietary information may include
documents, communications, plans, processes, formulations, data, know-how, financial information, techniques, methods,
customers, suppliers, partners, patents, trademarks, designs, and other forms of tangible or intangible artifacts owned by
the Client. Confidential and proprietary information does not include information within the public domain, information that
has been publicly known prior to the execution of this agreement, or information that the Consultant developed independent of
any confidential information.


 


The Consultant will not divulge, disseminate, publish or otherwise
disclose any information without the prior consent of the Client. The Consultant will not use any information for purposes other
than the performance of services described in this agreement. The Client agrees to not disclose confidential information to the
Consultant except to the extent that the Consultant requires this information to fulfill the obligations within this agreement.


 


If the Client has any concerns over the sharing of
sensitive information and requires additional control measures, the Consultant will establish secured means of information
sharing that are mutually agreeable to both parties. These control measures may include restricting who can copy, print, or
change documents during the course of the engagement.


 






     


     


    

 


	5.	Indemnification



 


Notwithstanding other provisions of this agreement, the Client
shall indemnify, defend and hold harmless the Consultant against claims, liabilities, damages, losses or other obligations which
may arise from this agreement.


 


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	6.	Relationship of Parties



 


The parties agree that this agreement creates an independent
contractor relationship, not an employment relationship. Neither party is, nor shall claim to be, a legal agent, representative,
partner, or employee of the other, and neither shall have the right or authority to contract in the name of the other, nor shall
it assume or create any obligations, debts, accounts or liabilities for the other.


 


	7.	Role of the Consultant



 


The Consultant will not make management decisions on behalf
of the Client. The role of the Consultant shall be advisory in nature with no perceived conflicts of interest prior to, during
or after the engagement with the Client. This role will also extend to any third parties that the Consultant may use during the
course of the engagement.


 


	8.	Reliance on Client Provide Information



 


Regarding any information or material that the Company furnishes
to Consultant or any other entity in connection with this Agreement, the Company acknowledges and confirms that (1) Consultant
will use and rely on such information and material without independently verifying the same, (ii) Consultant does not assume responsibility
for the accuracy or completeness of any of the information or material, (iii) Consultant will not make any appraisal, evaluation
or independent determination regarding such information or material or the Company and (iv) Consultants shall not have any liability
in connection with such information or material. The Company represents to Consultant that the information and material to be furnished
by the Company, when delivered, will be true, complete and correct in all material respects and will not contain any material misstatement
of fact or omit to state any material fact necessary to make the statements contained therein not misleading. The Company shall
promptly notify Consultants if it learns of any material inaccuracy or misstatement in, or material omission from, any information
or material delivered to Consultant.


 


	9.	Quality Assurance and Control



 


In an effort to ensure that the Consultant
provides high quality work, the Client will assign the CEO of the Client company to review and approve the work of the Consultant.
In the event that the Consultant uses a third party, the Consultant is responsible for the quality of the work delivered by the
third party.

 






     


     


    

 


 


	10.	Non-Agent of Client



 


It is understood that Consultant is not acting as agent or fiduciary
of, and have no liabilities to, the equity holders of the Company or any other third party in connection with this Agreement or
any introductions, services or transactions hereunder, all of which liabilities are expressly waived.


 


	11.	Clawback



 


The compensation granted under this agreement are subject to
the terms of the client’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any
similar provisions of applicable law, any of which could in certain circumstances (e.g. failure to perform throughout the term,
gross negligence, violation of State laws, violation of SEC regulations) require repayment or forfeiture of compensation or any
shares of Common Stock or other cash or property received.


 


	12.	Governing Law



 


This Agreement shall be governed by and interpreted in accordance
with the laws of the state of Arizona applicable to agreements negotiated, executed and to be performed in the state, without regard
to the choice or conflicts of law rules or principles of that state. The parties hereto hereby consent to the jurisdiction of the
state courts located in Scottdale, Arizona, over the parties and any disputes, claims, actions, suits and proceeding relating to
this agreement or the transactions contemplated herein.


 


	13.	NOTICES. All notices to be furnished pursuant to this Agreement shall be by email as follows:



 


If to the Client:


 


Matthew Wolfson Email: CEO@electromed.com


 


With a copy to:


 


Eric P. Littman, Esquire


 


Email: littmanlaw@gmail.com


 


If to Consultant:


 


Brenda Andrews Email: iconology.studios.com


 


14. Entire Agreement This agreement represents the entire understanding of the parties superseding all prior agreements,
understandings and discussions whether conveyed orally or in writing, and there are no other warranties, commitments,
understandings or representations with respect to this agreement.


 


I represent that I have the authority to enter into this agreement:


 


BRENDA ANDREWS ELECTROMEDICAL TECHNOLOGIES, INC.


 


Matthew Wolfson, CEO