Exhibit 10.1


 


BUSINESS — TO - BUSINESS AGREEMENT


 


THIS AGREEMENT is made and entered into
this 7th day of March 2018 (the "Effective Date"), by and between Vitalibis, Inc., ("VITALIBIS")
a Nevada corporation, and VOTOCAST / DBA newkleus ("INDEPENDENT CONTRACTOR" or "IC") a California Corporation
(the "Agreement").


 


WHEREAS. VITALIBIS currently markets and
sells proprietary ingredients and products, including but not limited to CBD products, personal care products, nutritional products
and private label products (the "Products").


 


WHEREAS, VITALIBIS wishes to engage IC
as a consultant, key supplier and/or advisor to VITALIBIS.


 


NOW THEREFORE, in consideration of the
recitals and mutual covenants contained herein. the parties hereto mutually agree as follows:


 


1. Engagement


 


VITALIBIS engages IC to provide the business-related
services ("Services") set forth in Exhibit B, all pursuant to the terms and conditions set forth in this Agreement. IC
agrees to use commercially reasonable efforts to provide the Services, all in good faith, and deal fairly with VITALIBIS in providing
the Services.


 


2. Compensation


 


As consideration for the Services to be
rendered and the rights granted within this Agreement. VITALIBIS agrees to compensate IC as specified in Exhibit B.


 


3. Expenses


 


VITALIBIS shall reimburse IC any undisputed
expenses in accordance with VITALIBIS' policies for reimbursement of reasonable out-of-pocket travel and related expenses, as well
as telephone calls, incurred in the course of performing services hereunder, provided, however, that appropriate documentation
of such expenses must be provided in accordance with such policies and all expenses must be approved in advance, in writing, by
VITALIBIS.


 


4. Term: Termination


 


(a)       This Agreement is effective, binding and enforceable as of the Effective
Date and will continue for a period of two (2) years (the "Initial Tern?'). The Initial Term shall automatically
renew for subsequent one-year terms (each a "Renewal Term"), unless otherwise terminated in writing by
VITALIBIS or IC. After the first year of the Initial Term. and for any Renewal Term, the parties shall mutually agree on reasonable
compensation for IC. The Initial Term and any Renewal Term may be terminated earlier than the expiration of such Initial Term
or Renewal Term, as applicable, in accordance with Section 4(b) below.


 


(b)       This
Agreement may be terminated by either party at any time for any reason, or for no reason, upon 30 calendar days written notice
to the other party. Upon such termination, VITALIBIS will pay all undisputed outstanding expenses incurred by IC in good faith;
however, no future fees or compensation of whatsoever nature will be owed or paid to IC by VITALIBIS. In addition, as additional
consideration hereunder, IC shall, from and after the date of termination. remain bound by the terms and conditions of Sections
6 through 12, inclusive, and Sections 6 though 12 shall not terminate, but rather, shall perpetually remain in full force and effect.
IC expressly and unconditionally acknowledges and agrees that the terms and conditions, as well as the restrictions, set forth
in Sections 6 through 12, inclusive, are fair, just and reasonable.


 


5. Independent Contractor


 


(a)       IC's
relationship with VITALIBIS is solely and exclusively limited to that of an independent contractor, and nothing in this Agreement
is intended to, or should be construed to, create an agency, joint venture, employee relationship, partnership or any other type
of relationship. Except as specifically provided herein, IC will not be entitled to any of the benefits that VITALIBIS may make
available to its employees, including, but not limited to, group health or life insurance, profit sharing or retirement benefits.
IC is not authorized to make any representation, contract or commitment on behalf of VITALIBIS unless specifically requested or
authorized in writing to do so by an authorized officer of VITALIBIS. IC is solely responsible for, and will file, on a timely
basis, (a) all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect
to the performance of Services and receipt of compensation under this Agreement, as well as, (b) any and all reports and forms,
and (c) shall comply with all other regulatory, licensing and compliance requirements of state, federal and/or local regulatory
agencies. IC is solely responsible for, and must maintain adequate written records of, expenses incurred in the course of performing
Services under this Agreement. No part of IC's compensation will be subject to withholding by VITALIBIS for the payment of any
social security. federal, state or any other employee payroll taxes.


 


 


 






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(b)      IC will not be authorized to make any representation, contract or commitment on behalf of VITALIBIS unless specifically
requested or authorized in writing to do so by an authorized officer or employee of VITALIBIS.


 


(c)      IC will be solely responsible for, and will timely file and pay, all tax returns and personal income tax payments required
to be filed with, or made to, any federal, state or local tax authority (each a "Tax Authority") with respect to the
performance of Services and receipt of fees under this Agreement. No part of IC's fees will be subject to payroll tax withholding
and payment by VITALIBIS, including, but not limited to, federal income tax, state income tax, federal and state employment taxes,
federal social security tax, and federal Medicare tax (collectively, the "Taxes").


 


(d)       IC
agrees to perform all Services hereunder in accordance with all applicable laws and regulations.


 


(e)       IC
reserves the right to determine the method, manner and means by which the Services will be performed. VITALIBIS shall have no
right to, and shall not, control the manner or determine the method of performing the Services. IC is not required to perform
the Services during a fixed hourly or daily time and if the Services are performed at VITALIBIS' premises, then IC's time spent
at the premises is to be at the discretion of IC, subject to VITALIBIS' normal business hours and security requirements.


 


(f)       IC hereby confirms to VITALIBIS that VITALIBIS will not be required to furnish or provide any training to IC to enable IC
to provide the Services required hereunder. IC shall perform the Services, and VITALIBIS shall not be required to hire, supervise
or pay any assistants to help IC to perform the Services under this Agreement.


 


(g)      IC
shall not be required to devote IC's full time to the performance of the Services required hereunder.


 


6. Nondisclosure
of Confidential Information


 


(a)       Agreement Not to Disclose - IC. IC agrees not to, directly or indirectly, use any Confidential Information (as defined
below) disclosed to IC by VITALIBIS for IC's own use or for any purpose other than to carry out discussions concerning, and the
undertaking of, the Services. IC shall not disclose or permit disclosure of any Confidential Information of VITALIBIS to third
parties. IC expressly and unconditionally agrees to take all reasonable measures to protect the secrecy of and avoid disclosure
or use of Confidential Information of VITALIBIS in order to prevent it from falling into the public domain or the possession of
persons other than those persons authorized under this Agreement to have any such information. IC further agrees to notify VITALIBIS
in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of VITALIBIS' Confidential Information.


 


(b)       Agreement Not to Disclose - VITALIBIS. VITALIBIS agrees not to, directly or indirectly, use any Confidential Information
(as defined below) disclosed to VITALIBIS by IC for VITALIBIS's own use or for any purpose other than to carry out discussions
concerning, and the undertaking of, the Services. VITALIBIS shall not disclose or permit disclosure of any Confidential Information
of IC to third parties. VITALIBIS expressly and unconditionally agrees to take all reasonable measures to protect the secrecy of
and avoid disclosure or use of Confidential Information of IC in order to prevent it from falling into the public domain or the
possession of persons other than those persons authorized under this Agreement to have any such infonnation. VITALIBIS further
agrees to notify IC in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of IC's Confidential
Information.


 


(c)       Definition
of Confidential Information. "Confidential Information" means any information, technical data or know-how
(whether disclosed before or after the date of this Agreement), including, but not limited to, information relating to: VITALIBIS's
or IC's business and product or service plans, financial projections, strategies, customer lists, business forecasts, sales and
merchandising, human resources, patents, patent applications, computer object or source code, research, inventions, processes,
formulas, identity and/or compilation of ingredients, designs, pricing, identity or sources of profits, drawings, engineering,
marketing or financial information or data. Confidential information also includes any and all material disclosed and/or identified
to be confidential or proprietary, or which information would, under the circumstances, appear to a reasonable person to be confidential
or proprietary. Confidential Information does not include information, technical data or know-how which: (a) is in the possession
of IC or VITALIBIS at the time of disclosure, as shown by IC's or VITALIBIS' files and records immediately prior to the time of
disclosure; or (b) becomes part of the public knowledge or literature, not as a direct or indirect result of any improper inaction
or action of IC or VITALIBIS.


 


 


 






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(d)       Exceptions.
Notwithstanding the above, neither party shall not have liability to the other party or any of its subsidiaries with regard to
any Confidential Information of said party can prove (a) is disclosed with the prior written approval of such party. or (b) is
disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body: provided, however.
that a party shall provide prompt notice of such court order or requirement to the other party to enable that party or its appropriate
subsidiary to seek a protective order or otherwise prevent or restrict such disclosure.


 


7. No Duplication; Return of Materials


 


Each party agrees, except as otherwise
expressly authorized by the other party, not to make any copies or duplicates of any Confidential Information. Any materials or
documents that have been furnished by either party in connection with the Services shall be promptly returned by the other party,
accompanied by all copies of such documentation, within five (5) calendar days after (a) the Services have been concluded or (b)
the written request of the other party or (c) this Agreement has been terminated by either party.


 


8. No Rights Granted


 


Nothing in this Agreement shall be construed
as granting any rights under any patent, copyright or other intellectual property right of VITALIBIS to IC, nor shall this Agreement
grant IC any rights in or to VITALIBIS' Confidential Information, except the limited right to use the Confidential Information
in connection with the Services.


 


9. No Conflicts; Representations and Warranties


 


(a)       Current
Affiliations. During the term of this Agreement, IC agrees not to engage in any activities, directly or indirectly, which
could lead to a conflict of interest (for example. IC shall not be employed by, consult for, own, manage, control or participate
in the ownership, management, operation or control of any business entity that is competitive with VITALIBIS or otherwise undertake
any obligation inconsistent with the terms hereof), provided that IC may continue IC's current employment and other current relationships
as described and with the entity or entities listed on Exhibit A (all of which entities are referred to collectively as
-Current Affiliations"). IC represents that IC's compliance with the terms of this Agreement and provision
of Services hereunder do not and will not violate any duty or obligation which IC may have to any Current Affiliations or any
other person or entity, including obligations concerning providing services to others, confidentiality of proprietary information
and assignment of inventions, ideas, patents or copyrights, and IC acknowledges and agrees that (a) IC will not do anything in
the performance of Services hereunder that would violate any such duty or obligation and (b) nothing in this Agreement is intended
to be or will be construed to inhibit or limit any of IC's obligations to Current Affiliations. IC represents and warrants that
IC has obtained any and all required consents from IC's Current Affiliations to perform the Services.


 


(b)       Future
Affiliations. During the term of this Agreement and prior to performing any services (whether as an employee, consultant,
advisor, director or otherwise) for, or participating in or controlling the ownership, management, or operation of, any business
entity that may be competitive with VITALIBIS (all of which entities are referred to collectively as Future Affiliation(s)"),
or otherwise undertaking any obligation inconsistent with the terms hereof, IC shall first notify VITALIBIS in writing
of such Future Affiliation(s). It is understood that in such event, VITALIBIS will review whether IC's activities are consistent
with IC remaining a business IC with VITALIBIS.


 


10. Noninterference with Business


 


During the term of this Agreement, and
for a period of one (1) year immediately following its termination, both parties agree not to interfere with the business of the
other party in any manner. By way of example and not of limitation. both parties agree not to solicit or induce any employee, consultant,
customer, independent contractor or other IC to terminate or breach an employment, contractual or other relationship with the other
party.


 


11. Limited Liability


 


In no event shall either party be liable
to the other or any third party in contract, tort or otherwise for incidental or consequential damages of any kind, including,
without limitation, punitive or economic damages or lost profits, regardless of whether either party shall be advised, shall have
other reason to know or, in fact, shall know of the possibility of any such damages.


 


 


 






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At no time will the total damages of any
kind exceed the total compensation paid by VITALIBIS to IC during the last two (2) calendar months.


 


12. Notices


 


Any notices, requests, demands or other
communications provided for by this Agreement shall be solely and exclusively in writing and shall be sufficiently given when
and if sent by personal delivery or overnight courier to the party entitled thereto at the address stated below or at such other
address as the parties may have given by similar notice:


 


Vitalibis. Inc.


5348 Vegas Drive


Las Vegas, NV 89108


Attn: Tom Raack


Phone: 702-944-9620


Email: traack@vitalibis.com


 


VOTOCAST / DBA newkleus

Attn: Steve Raack


PO Box 7302


Newport Beach, CA 92658

Phone No: 310-259-1248


Email: sraack@newkleus.com


 


13. Entire
Agreement


 


This Agreement contains the entire agreement
between the parties hereto with respect to matters herein and supersedes all prior agreements and understandings, oral or written,
between the parties hereto relating to any such matters.


 


14. Headings


 


The headings contained in this Agreement
are not to be used for interpretation of this Agreement, but rather, have been placed herein solely for the convenience of the
parties.


 


15. Severability


 


In the event that any provision or portion
of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions and portions of this
Agreement shall be unaffected thereby and shall remain in full force and effect, to the fullest extent permitted by law.


 


16. Applicable Law and Venue


 


(a)       Governing Law. This Agreement shall be governed solely and exclusively by the laws of the State of California (excepting
any conflict of laws or provisions which would serve to defeat application of California substantive law). Each of the parties
to this Agreement hereby irrevocably and unconditionally: (a) consents to submit to the exclusive jurisdiction of the courts of
Orange County, California, for enforcement of any dispute resolution decision ("Decision") arising in connection with
this Agreement, and each such Party agrees not to commence any proceeding of any nature, in any court, anywhere, except a proceeding
in the courts of Orange County, California. to enforce such Decision, and (b) waives any objection to the laying of venue of any
such proceeding in the courts of Orange County, California.


 


 


 






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(b)       Venue.
The venue of any action brought arising out of or related to this Agreement shall be exclusively in Orange County, California.


 


(c)       
Attorneys' Fees. The prevailing party shall have the right to collect from the other party its reasonable costs and
necessary disbursements and attorneys' fees incurred in enforcing this Agreement. by any means.


 


17. Amendment or Modification; Waiver


 


(a)        
No provision of this Agreement may be amended unless such amendment is in a writing signed by both parties.


 


(b)        
The failure by VITALIBIS or IC to enforce at any time or for any period of time any one or more of the terms or conditions
of this Agreement shall not constitute a waiver of such terms or conditions or of VITALIBIS" or IC's right thereafter to enforce
each and every term and condition of this Agreement.


 


18. Force Majeure.


 


Whenever
performance by a party of any of its obligations hereunder, other than the payment of money due. is substantially or completely
interrupted or prevented by reason of an Act of God, strike, lockout, labor trouble or other industrial disturbance, transportation
dislocation, shortage of supply, casualty, civil strife or a circumstance beyond the reasonable and good faith control of the
party required to act, such performance shall be excused for the period during which such state of affairs continues.


 


19. Remedies.


 


Notwithstanding other provisions of this
Agreement regarding dispute resolution, IC agrees that violation of any of Sections 5 through 12, inclusive, of this Agreement
would cause the VITALIBIS irreparable harm which would not be adequately compensated by monetary damages and that an injunction
may be granted by any court or courts having jurisdiction, restraining IC from violation of the terms of this Agreement, upon
any breach or threatened breach of tenure of the obligations set forth in any of Sections 5 through 12, inclusive. The preceding
sentence shall not be construed to limit VITALIBIS from any other relief or damages to which it may be entitled as a result of
IC's breach of any provision of this Agreement, including Sections 5 through 12, inclusive. IC also agrees that a violation of
any of Sections 5 through 12, inclusive. would entitle VITALIBIS, in addition to all other remedies available at law or equity,
to recover from IC any and all damages suffered by VITALIBIS.


 


20. Counterparts


 


This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
This Agreement may be executed on signature pages exchanged by facsimile or other electronic means, in which event each party shall
promptly deliver to the others such number of original executed copies as the others may reasonably request.


 


Signatures on the following page.


 


 


 






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	 	VOTOCAST / DBA newkleus
	 	Name of Independent Contracor
	 	 
	 	By: /s/ Steven P. Raack
	 	Steven P. Raack
	 	 
	 	Its: CEO, Votocast, Inc. (DBA newkleus)



 





	 	VITABILIS, INC.
	 	 
	 	By: /s/ Markus Frick
	 	  Markus Frick
	 	 
	 	Its: Director


 


 


 


 






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Exhibit A


 


CURRENT AFFILIATIONS


 


 


Below is a list of Current Affiliations, as required under Section
11(a) of Agreement.


 


BC Craft Growers


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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Exhibit B


 


DESCRIPTION OF SERVICES AND COMPENSATION


 


SERVICES


 


1. Business Development Services


 


	a.		IC will provide advice and opinions on product development, business development,
strategic relationships, marketing strategies, international expansion, etc.



 


2. Operations Services


 


	a.		IC will provide advice and opinions on process optimization while scaling products,
ingredients and the overall business.



 


3. Product Services


 


	a.		IC will provide VITALIBIS a license for the newkleus technology free of charge until
such times as VITALIBIS receives over 10,000 video views per month, at which point, the monthly fees will be assessed per Section
3(d) below. The newkleus technology consists of the following:





	i.		A dedicated VITALIBIS database





	ii.		A dedicated. web-enabled VITALIBIS administration module to manage campaigns, user
contact data, user content, etc.





	iii.		APIs and SDKs related to the VITALIBIS instance integrated into the VITALIBIS website
and/or mobile app





	b.		IC will provide VITALIBIS a license for an exclusive arrangement within the cannabis
industry for as long as this Agreement is not terminated by either party. IC will inform VITALIBIS of any potential clients who
have business within the cannabis industry prior to full engagement of such client and will only engage in a licensing agreement
with a cannabis related client with prior written approval by VITALIBIS.



	c.		IC and VITALIBIS will execute a formal licensing agreement which covers additional
terms of use.



	d.		Fees



	i.		Set-up fees are waived





	ii.		10,000 — 24,999 video views per month = $1,000





	iii.		25,000 — 49,999 video views per month = $1,500





	iv.		Over 50,000 video views per month = $2,000





	v.		Fees will be invoiced 15 days after the month has closed and all undisputed fees are
due 30 days after invoice receipt



 




COMPENSATION


 


4. Compensation for Services


 


	a.		VITALIBIS will issue to IC a total of 200,000 shares of VITALIBIS Common Stock.





	b.		Issued Common Stock will be restricted for a minimum of six (6) months prior to being
eligible to have the restriction removed and are subject to all applicable state and federal securities laws, rules and regulations.





	c.		Any issuance of Common Stock will be accompanied by the appropriate documentation,
terms and conditions, as approved by Securities Counsel for VITALIBIS, and execution of such documentation as may be deemed necessary•
and appropriate/required by Securities Counsel.





	d.		VITALIBIS has not and will not provide any legal or financial/tax advice or information
to IC in connection with the referenced compensation paid to IC.





	e.		IC shall be forever prohibited from selling, encumbering, pledging, transferring or
granting any form of right, title or interest, directly or indirectly, any of the Shares of VITALIBIS to any person or party affiliated,
directly or indirectly, to any person or entity engaged, directly or indirectly, in or with IC and/or in or with a business or
product competitive with the business and/or product(s) of VITALIBIS.





	f.		The fair market value for the Shares is agreed by the parties to be par value.





 











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