Exhibit 10.4


 





GOPHER
PROTOCOL INC. & J.I.L VENTURE LLC 


 


Consulting
Agreement


 


This Consulting Agreement, dated
effective March 1, 2018 (this “Agreement”), is made and entered into by and among GOPHER PROTOCOL INC. (the “Company”)
and J.I.L. VENTURE LLC (the “Consultant”).


 


ARTICLE 1

SCOPE OF WORK


 


1.1      
Services. The Company has engaged Consultant to provide services in connection with the Company’s acquisition of Assets
from ECS PREPAID . Consultant will provide analysis, interaction with related professional and other services as requested by the
Company (collectively, the “consulting services”).


 


1.2      
Time and Availability. Consultant will devote the hours per month necessary in performing the services for the Company as stated
herein. Consultant shall have discretion in selecting the dates and times it performs such consulting services throughout the month
giving due regard to the needs of the Company’s business.


 


1.3      
Confidentiality. In order for Consultant to perform the consulting services, it may be necessary for the Company to provide
Consultant with Confidential Information (as defined below) regarding the Company’s business and products. The Company will
rely heavily upon Consultant’s integrity and prudent judgment to use this information only in the best interests of the Company.


 


1.4      
Standard of Conduct. In rendering consulting services under this Agreement, Consultant shall conform to high professional standards
of work and business ethics. Consultant shall not use time, materials, or equipment of the Company without the prior written consent
of the Company. In no event shall Consultant take any action or accept any assistance or engage in any activity that would result
in any university, governmental body, research institute or other person, entity, or organization acquiring any rights of any nature
in the results of work performed by or for the Company.


 


1.5      
Outside Services. Consultant shall not use the service of any other person, entity, or organization in the performance of Consultant’s
duties without the prior written consent of an officer of the Company. Should the Company consent to the use by Consultant of the
services of any other person, entity, or organization, no information regarding the services to be performed under this Agreement
shall be disclosed to that person, entity, or organization until such person, entity, or organization has executed an agreement
to protect the confidentiality of the Company’s Confidential Information (as defined in Article 5) and the Company’s
absolute and complete ownership of all right, title, and interest in the work performed under this Agreement.


 


1.6      
Reports. Consultant shall periodically provide the Company with written reports of his or her observations and conclusions
regarding the consulting services. Upon the termination of this Agreement, Consultant shall, upon the request of Company, prepare
a final report of Consultant’s activities.


 


ARTICLE 2

INDEPENDENT CONTRACTOR


 


2.1      
Independent Contractor. Consultant is an independent contractor and is not an employee, partner, or co-venturer of, or in any
other service relationship with, the Company. The manner in which Consultant’s services are rendered shall be within Consultant’s
sole control and discretion. Consultant is not authorized to speak for, represent, or obligate the Company in any manner without
the prior express written authorization from an officer of the Company.


 


2.2      
Taxes. Consultant shall be responsible for all taxes arising from compensation and other amounts paid under this Agreement,
and shall be responsible for all payroll taxes and fringe benefits of Consultant’s employees. Neither federal, nor state,
nor local income tax, nor payroll tax of any kind, shall be withheld or paid by the Company on behalf of Consultant or his/her
employees. Consultant understands that he/she is responsible to pay, according to law, Consultant’s taxes and Consultant
shall, when requested by the Company, properly document to the Company that any and all federal and state taxes have been paid.


 




     


     


    

 


2.3      
Benefits. Consultant and Consultant’s employees will not be eligible for, and shall not participate in, any employee
pension, health, welfare, or other fringe benefit plan of the Company. No workers' compensation insurance shall be obtained by
Company covering Consultant or Consultant’s employees.


 


ARTICLE 3

COMPENSATION FOR CONSULTING SERVICES


 


3.1      
Compensation. The Company shall pay to Consultant 1,000,000 shares of GOPH common stock and 1.5 million warrants with a fixed
share number and strike price of $1.85 (see warrant agreement) for services rendered to the Company under this Agreement.


 


3.2      
Reimbursement. The Company agrees to reimburse Consultant for all actual reasonable and necessary expenditures, which are directly
related to the consulting services. These expenditures include, but are not limited to, expenses related to travel (i.e., airfare,
hotel, temporary housing, meals, parking, taxis, mileage, etc.), telephone calls, and postal expenditures. Expenses incurred by
Consultant will be reimbursed by the Company within 15 days of Consultant’s proper written request for reimbursement.


 


ARTICLE 4

TERM AND TERMINATION


 


4.1      
Term. This Agreement shall be effective as of March 1, 2018, and shall continue in full force and effect for 3 consecutive
months. The Company and Consultant may negotiate to extend the term of this Agreement and the terms and conditions under which
the relationship shall continue.


 


4.2      
Termination. The Company may terminate this Agreement for “Cause,” after giving Consultant written notice of the
reason. Cause means: (1) Consultant has breached the provisions of Article 5 or 7 of this Agreement in any respect, or materially
breached any other provision of this Agreement and the breach continues for 30 days following receipt of a notice from the Company;
(2) Consultant has committed fraud, misappropriation, or embezzlement in connection with the Company’ s business; (3) Consultant
has been convicted of a felony; or (4) Consultant’s use of narcotics, liquor, or illicit drugs has a detrimental effect on
the performance of his or her employment responsibilities, as determined by the Company.


 


4.3      
Responsibility upon Termination. Any equipment provided by the Company to the Consultant in connection with or furtherance
of Consultant’s services under this Agreement, including, but not limited to, computers, laptops, and personal management
tools, shall, immediately upon the termination of this Agreement, be returned to the Company.


 


4.4      
Survival. The provisions of Articles 5, 6, 7, and 8 of this Agreement shall survive the termination of this Agreement and remain
in full force and effect thereafter.


 


ARTICLE 5

CONFIDENTIAL INFORMATION


 


5.1      
Obligation of Confidentiality. In performing consulting services under this Agreement, Consultant may be exposed to and will
be required to use certain “Confidential Information” (as hereinafter defined) of the Company. Consultant agrees that
Consultant will not and Consultant’s employees, agents, or representatives will not use, directly or indirectly, such Confidential
Information for the benefit of any person, entity, or organization other than the Company, or disclose such Confidential Information
without the written authorization of the President of the Company, either during or after the term of this Agreement, for as long
as such information retains the characteristics of Confidential Information.


 


5.2      
Definition. “Confidential Information” means information not generally known and proprietary to the Company or
to a third party for whom the Company is performing work, including, without limitation, information concerning any patents or
trade secrets, confidential or secret designs, processes, formulae, source codes, plans, devices or material, research and development,
proprietary software, analysis, techniques, materials, or designs (whether or not patented or patentable), directly or indirectly
useful in any aspect of the business of the Company, any vendor names, customer and supplier lists, databases, management systems
and sales and marketing plans of the Company, any confidential secret development or research work of the Company, or any other
confidential information or proprietary aspects of the business of the Company. All information which Consultant acquires or becomes
acquainted with during the period of this Agreement, whether developed by Consultant or by others, which Consultant has a reasonable
basis to believe to be Confidential Information, or which is treated by the Company as being Confidential Information, shall be
presumed to be Confidential Information.


 




     


     


    

 


5.3      
Property of the Company. Consultant agrees that all plans, manuals, and specific materials developed by the Consultant on behalf
of the Company in connection with services rendered under this Agreement, are and shall


 


remain the exclusive property of the
Company. Promptly upon the expiration or termination of this Agreement, or upon the request of the Company, Consultant shall return
to the Company all documents and tangible items, including samples, provided to Consultant or created by Consultant for use in
connection with services to be rendered hereunder, including, without limitation, all Confidential Information, together with all
copies and abstracts thereof.


 


ARTICLE 6

RIGHTS AND DATA


 


All drawings, models, designs, formulas,
methods, documents, and tangible items prepared for and submitted to the Company by Consultant in connection with the services
rendered under this Agreement shall belong exclusively to the Company and shall be deemed to be works made for hire (the “Deliverable
Items”). To the extent that any of the Deliverable Items may not, by operation of law, be works made for hire, Consultant
hereby assigns to the Company the ownership of copyright or mask work in the Deliverable Items, and the Company shall have the
right to obtain and hold in its own name any trademark, copyright, or mask work registration, and any other registrations and similar
protection which may be available in the Deliverable Items. Consultant agrees to give the Company or its designees all assistance
reasonably required to perfect such rights.


 


ARTICLE 7

CONFLICT OF INTEREST AND NON-SOLICITATION


 


7.1      
Conflict of Interest. Consultant covenants and agrees not to consult or provide any services in any manner or capacity to a
direct competitor of the Company during the duration of this Agreement unless express written authorization to do so is given by
the Company’s President. A direct competitor of the Company for purposes of this Agreement is defined as any individual,
partnership, corporation, and/or other business entity that engages in the business of private investing within 50 miles of the
headquarters.


 


7.2      
Non-Solicitation. Consultant covenants and agrees that during the term of this Agreement, Consultant will not, directly or
indirectly, through an existing corporation, unincorporated business, affiliated party, successor employer, or otherwise, solicit,
hire for employment or work with, on a part-time, consulting, advising, or any other basis, other than on behalf of the Company
any employee or independent contractor employed by the Company while Consultant is performing services for the Company.


 


ARTICLE 8

RIGHT TO INJUNCTIVE RELIEF


 


Consultant acknowledges that the terms
of Articles 5, 6, and 7 of this Agreement are reasonably necessary to protect the legitimate interests of the Company, are reasonable
in scope and duration, and are not unduly restrictive. Consultant further acknowledges that a breach of any of the terms of Articles
5, 6, or 7 of this Agreement will render irreparable harm to the Company, and that a remedy at law for breach of the Agreement
is inadequate, and that the Company shall therefore be entitled to seek any and all equitable relief, including, but not limited
to, injunctive relief, and to any other remedy that may be available under any applicable law or agreement between the parties.
Consultant acknowledges that an award of damages to the Company does not preclude a court from ordering injunctive relief. Both
damages and injunctive relief shall be proper modes of relief and are not to be considered as alternative remedies.


 


ARTICLE 9

GENERAL PROVISIONS


 


9.1      
Construction of Terms. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that
provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.


 


9.2      
Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of
conflicts) of the State of [governing law].


 




     


     


    

 


9.3      
Complete Agreement. This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement
of the parties as to the subject matter of this Agreement and supersedes all prior discussions and understandings in respect to
the subject of this Agreement, whether written or oral.


 


9.4      
Dispute Resolution. If there is any dispute or controversy between the parties arising out of or relating to this Agreement,
the parties agree that such dispute or controversy will be arbitrated in accordance with proceedings under American Arbitration
Association rules, and such arbitration will be the exclusive dispute resolution method under this Agreement. The decision and
award determined by such arbitration will be final and binding upon both parties. All costs and expenses, including reasonable
attorney’s fees and expert’s fees, of all parties incurred in any dispute that is determined and/or settled by arbitration
pursuant to this Agreement will be borne by the party determined to be liable in respect of such dispute; provided, however, that
if complete liability is not assessed against only one party, the parties will share the total costs in proportion to their respective
amounts of liability so determined. Except where clearly prevented by the area in dispute, both parties agree to continue performing
their respective obligations under this Agreement until the dispute is resolved.


 


9.5      
Modification. No modification, termination, or attempted waiver of this Agreement, or any provision thereof, shall be valid
unless in writing signed by the party against whom the same is sought to be enforced.


 


9.6      
Waiver of Breach. The waiver by a party of a breach of any provision of this Agreement by the other party shall not operate
or be construed as a waiver of any other or subsequent breach by the party in breach.


 


9.7      
Successors and Assigns. This Agreement may not be assigned by either party without the prior written consent of the other party;
provided, however, that the Agreement shall be assignable by the Company without Consultant’s consent in the event the Company
is acquired by or merged into another corporation or business entity. The benefits and obligations of this Agreement shall be binding
upon and inure to the parties hereto, their successors and assigns.


 


9.8      
No Conflict. Consultant warrants that Consultant has not previously assumed any obligations inconsistent with those undertaken
by Consultant under this Agreement.


 


IN WITNESS WHEREOF,
this Agreement is executed as of the date set forth above.


 


	GOPHER PROTOCOL INC.	 	J.I.L. VENTURE LLC
	 	 	 	 
	By :	/s/ Greg Bauer	 	By:	/s/ Rosemarie Pinky Clamor
	 	 	 
	Greg Bauer	 	Rosemarie Pinky Clamor
	 	 	 
	Its: Chief Executive Officer	 	Its: Managing Member