Exhibit 10-1


 


SEPARATION AGREEMENT


 


This Separation Agreement
(the “Agreement”) is entered into effective this 28th day of December, 2012 (the “Effective
Date”) by and between Fuse Science, Inc., a Nevada corporation (“Fuse Science”) and Aitan Zacharin
(“Zacharin”). Fuse Science and Zacharin are sometimes referred to herein collectively, as the “Parties,”
and individually, as a “Party.”


 


RECITALS


 


WHEREAS, Zacharin
is employed by Fuse Science as Chief Marketing Officer and Chief Information Officer and serves as a member of Fuse Science’s
Board of Directors; and


 


WHEREAS, the
Parties have decided it is in their best mutual interests to terminate Zacharin’s employment with Fuse Science and for Zacharin
to resign as a Director; and


 


WHEREAS, Fuse
Science and Zacharin have agreed to compromise and settle all claims arising between them relating to the foregoing on the terms
and conditions set forth in this Agreement.


 


AGREEMENT


 


NOW THEREFORE,
in consideration of the mutual covenants and agreements set forth in this Agreement, and other consideration, the receipt and sufficiency
of which are acknowledged, the Parties agree as follows:


 


1.          Recitals.
The foregoing recitals are true and correct material representations that are incorporated by reference.


 


2.          Resignation
of Employment. Zacharin hereby resigns as an Executive Officer and Director of Fuse Science, effective retroactive to November 1,
2012.


 


3.          Severance
Package. Upon execution of this Agreement, Fuse Science shall cause the following to occur for the benefit of Zacharin:


 



    	 



    	 



    

 


(a)          Gross
payments of $58,331, equivalent to Zacharin’s most recent salary of $8,333 per month for a period of seven (7) months, shall
be paid to Zacharin in equal installments according to Fuse Science’s normal payroll schedule, commencing January 1, 2013.
These payments shall be subject to standard tax withholding.


 


(b)          The
1,000,000 options to purchase Fuse Science common stock awarded on October 19, 2012 to Zacharin, as described in the Form 4 filed
by Zacharin with the Securities and Exchange Commission on October 22, 2012, shall immediately vest.


 


(c)          200,000
shares of common stock of Fuse Science shall be issued to Zacharin (the “Additional Shares”) within fourteen
(14) days of the date of this Agreement. Zacharin acknowledges that as an executive officer and director of Fuse Science, he is
fully familiar with the business and affairs of Fuse Science. Zacharin further understands and acknowledges that the Additional
Shares are being offered and sold without registration under the Securities Act of 1933 and applicable state securities laws in
a transaction that is exempt from such registration requirements and may only be sold or transferred pursuant to a registration
statement under such laws or an exemption therefrom. Zacharin further represents and warrants to Fuse Science that he is acquiring
the Additional Shares for investment purposes and not with a view to the public distribution thereof.


 


4.          Required
Disclosures and Compliance. The Parties acknowledge that Fuse Science is a public company subject to the reporting requirements
of Section 12(g) of the Securities Exchange Act of 1934 and accordingly, is required to file a Current Report on Form 8-K,
disclosing the terms of this Agreement and filing a copy hereof as an exhibit thereto. 


 



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5.          Releases.



 


(a)          Zacharin,
on behalf of himself and his representatives, agents, attorneys, heirs, executors, estates, successors, and assigns, hereby releases,
remises, acquits, satisfies and forever discharges Fuse Science and its predecessors, successors, assigns, affiliated entities,
directors, officers, present and former agents, present and former representatives and present and former attorneys, whether or
not expressly named herein (such persons or entities, individually and collectively, referred to in this Section 5 as the
“Fuse Science Released Parties”), from any and all claims, demands, damages, suits, remedies, actions and causes
of action, debts, sums of money, agreements, promises, losses and expenses of any and every kind or character, whether known, unknown
or suspected, whether direct or derivative, for or because of anything done or not done, omitted or suffered to be done by any
of the Fuse Science Released Parties, individually and collectively, prior to and including the Effective Date, except for those
obligations arising pursuant to this Agreement.


 


(b)          Fuse
Science, on behalf of itself and its representatives, agents, attorneys, heirs, executors, estates, successors, assigns and predecessors,
hereby releases, remises, acquits, satisfies and forever discharges Zacharin and his predecessors, successors, assigns, heirs,
executors, estates, present and former agents, present and former representatives and present and former attorneys, whether or
not expressly named herein (such persons or entities, individually and collectively, referred to in this Section 5 as
the “Zacharin Released Parties”), from any and all claims, demands, damages, suits, remedies, actions and causes
of action, debts, sums of money, agreements, promises, losses and expenses of any and every kind or character, whether known, unknown
or suspected, whether direct or derivative, for or because of anything done or not done, omitted or suffered to be done by any
of the Zacharin Released Parties, individually and collectively, prior to and including the Effective Date, except for those obligations
arising pursuant to this Agreement.


 



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6.          Confidential
Information.


 


(a)          Zacharin
agrees that at any time after the date of this Agreement, he will not disclose or make accessible to any other person, Fuse Science’s
products, services and technology, both current and under development, promotion and marketing programs, lists, trade secrets and
other confidential and proprietary business information of Fuse Science or any affiliates or any of their respective clients. Zacharin
agrees not to use any such information for himself or others, to immediately return all such material and reproductions thereof
in his possession to Fuse Science within fourteen (14) days of the date of this Agreement. 


 


(b)          Except
with prior written authorization by Fuse Science, Zacharin agrees not to disclose or publish any of the confidential, technical
or business information or material of Fuse Science, its clients or any other party to whom Fuse Science owes an obligation of
confidence, at any time.


 


(c)          In
the event that Zacharin breaches any provisions of this Section 6 or there is a threatened breach, then, in addition to
any other rights which Fuse Science may have, Fuse Science shall be entitled, without the posting of a bond or other security,
to injunctive relief to enforce the restrictions contained herein. In the event that an actual proceeding is brought in equity
to enforce the provisions of this Section 6, Zacharin shall not urge as a defense that there is an adequate remedy at law,
nor shall Fuse Science be prevented from seeking any other remedies which may be available. In addition, Zacharin agrees that in
the event that he breaches the covenants in this Section 6, in addition to any other rights that Fuse Science may have,
Zacharin shall be required to pay to Fuse Science any amounts he receives in connection with such breach.


 



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7.          Inventions
Discovered by Zacharin. Zacharin shall promptly disclose to Fuse Science any invention, improvement, discovery, process,
formula or method or other intellectual property, whether or not patentable or copyrightable (collectively, “Inventions”),
conceived or first reduced to practice by Zacharin, either alone or jointly with others, while employed by Fuse Science (or, if
based on any “material, non-public information,” within one (1) year after the termination of such employment),
(a) which pertain to any line of business activity of Fuse Science, whether then conducted or then being actively planned by Fuse
Science, with which Zacharin was or is involved, (b) which was developed using time, material or facilities of Fuse Science, whether
or not during working hours or on Fuse Science premises, or (c) which directly relates to any of Zacharin’s work during the
term of his employment, whether or not during normal working hours. Zacharin hereby assigns to Fuse Science all of Zacharin’s
rights, title and interest in and to any such Inventions. Zacharin shall execute any documents necessary to perfect the assignment
of such Inventions to Fuse Science and to enable Fuse Science to apply for, obtain and enforce patents, trademarks
and copyrights in any and all countries on such Inventions, including, without limitation, the execution of any instruments and
the giving of evidence and testimony, without further compensation except pursuant to this Agreement. All such acts shall be done
without cost or expense to Zacharin. Without limiting the foregoing, Zacharin further acknowledges that all original works of authorship
by Zacharin, whether created alone or jointly with other, during and related to Zacharin’s employment with Fuse Science and
which are protectable by copyright, are “works made for hire” within the meaning of the United States Copyright
Act, 17 U.S.C. (S) 101, as amended, and the copyright of which shall be owned solely, completely and exclusively by Fuse Science.
If any Invention is considered to be work not included in the categories of work covered by the United States Copyright Act, 17
U.S.C. (S) 101, as amended, such work is hereby assigned or transferred completely and exclusively to Fuse Science. Zacharin hereby
irrevocably designates counsel to Fuse Science as Zacharin’s agent and attorney-in-fact to do all lawful acts necessary to
apply for and obtain patents and copyrights and to enforce Fuse Science’s rights under this Section 7. Any assignment
of copyright hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be
known as or referred to as “moral rights” (collectively, “Moral Rights”). To the extend such
Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries
where Moral Rights exist, Zacharin hereby waives such Moral Rights and consents to any action of Fuse Science that would violate
such Moral Rights in the absence of such consent. Zacharin agrees to confirm any such waivers and consents from time to time as
requested by Fuse Science.


 



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8.          Non-Disparagement.
Contemporaneously, herewith, Fuse Science and Zacharin shall enter into a Confidential Non-Disparagement Letter Agreement,
the terms of which shall be incorporated herein by reference.


 


9.          No
Admission of Liability. This Agreement is not intended to be and shall not be deemed, construed, or treated in any respect
as an admission by Fuse Science or Zacharin of any liability, fault, or wrongdoing, or violation of any federal, state, or local
statute, regulation, or ordinance, and all of the Parties expressly deny any such liability, fault, or wrongdoing. Moreover, neither
this Agreement nor anything contained in it shall be construed or shall be admissible in any proceedings as evidence of any admission
by any of the Parties or any violation of any policies or procedures of any federal, state, or local statute, regulation, or ordinance.


 



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10.         Attorneys’
Fees. Each party shall bear their own attorneys’ fees and costs arising from this Agreement and all negotiations
and discussions related thereto.


 


11.         Governing
Law; Attorneys’ Fees; Jurisdiction and Venue. This Agreement shall be interpreted, construed and enforced in accordance
with Florida law, without regard to conflict of law principles. In any action brought to interpret or enforce this Agreement, the
prevailing party shall recover from the non-prevailing party their attorneys’ fees and costs, including on appeal, incurred
in preparing for and prosecuting said action. Any action arising out of the alleged breach of this Agreement shall be filed in
the 11th Circuit Court in and for Miami Dade County and the parties agree to be subject to the jurisdiction of that
court for all related proceedings.


 


12.         Entire
Agreement of Parties. Except as otherwise expressly set forth, this Agreement constitutes the entire agreement between
the Parties with respect to the subject matter hereof and supersedes any and all prior and contemporaneous oral and written agreements
and discussions. This Agreement may be amended or modified only by an agreement in writing executed by all Parties.


 


13.         Severability.
Should any provision of this Agreement be declared by any court to be invalid or unenforceable, the validity of the remaining provisions
shall not be affected, and the invalid and unenforceable provision(s) shall be deemed not a part of this Agreement.


 


14.         Construction
of Language. The language of all parts of this Agreement shall be construed as a whole, according to its fair meaning,
and not strictly construed for or against either Party.


 



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15.         Notices.
Any notices required by or relating to this Agreement shall be delivered via facsimile with facsimile confirmation and U.S. Mail,
certified, return receipt requested to the following addresses (or to such other address as a Party may notify the other Party
of by notice given pursuant to this Section 15):


 


	 	a.	As to Fuse Science, to:	Brian Tuffin, CEO
	 	 	 	6135 NW 67th Avenue, Suite #E-21
	 	 	 	Miami Lakes, Florida  33015
	 	 	 	Fax:  877-212-7907
	 	 	with a copy to (which	 
	 	 	shall not constitute	 
	 	 	notice):	John Arrastia, Jr., Esq.
	 	 	 	Arrastia Capote Phang LLP
	 	 	 	80 SW 8th Street, Suite #2310
	 	 	 	Miami, Florida  33130
	 	 	 	Fax: 786-866-5683
	 	 	 	 
	 	 	 	Dale Bergman, Esq.
	 	 	 	Roetzel & Andress
	 	 	 	350 East Las Olas Blvd., Suite #1150
	 	 	 	Ft. Lauderdale, Florida  33301
	 	 	 	Fax: 954-462-4260
	 	 	 	 
	 	b.	As to Aitan Zacharin, to:	21244 Harbor Way, Apt. #212
	 	 	 	Aventura, Florida  33180
	 	 	 	Fax: 305-_______________
	 	 	with a copy to (which	 
	 	 	shall not constitute	 
	 	 	notice):	Justin Leto, Esq.
	 	 	 	The Leto Law Firm
	 	 	 	201 South Biscayne Blvd., Suite #1720
	 	 	 	Miami, Florida   33131
	 	 	 	Fax: 305-577-8465


 


16.         Independent
Legal Advice. The Parties represent that each had an opportunity to discuss the Agreement with their respective legal counsel
or seek other legal advice; that each has read and understands the provisions of the Agreement; that no Party is relying on any
promises or other representations not set forth in this Agreement as an inducement to enter into this agreement; and that each
has freely, knowingly, and voluntarily entered into this Agreement.


 



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17.         Counterparts.
This Agreement may be executed in counterpart (including by facsimile or .pdf transmission), which taken together, shall be deemed
an original but all of which taken together shall constitute one and the same instrument.


 


IN WITNESS WHEREOF,
the Parties have executed this Agreement on the day and year first above written.


 


	 	FUSE SCIENCE, INC.
	 	 
	 	By:	/s/ Brian Tuffin
	 	 	Brian Tuffin, CEO
	 	 
	 	/s/ Aitan Zacharin
	 	Aitan Zacharin


 



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