Exhibit 10.8


 


STANDARD SERVICES AGREEMENT


 


	THIS AGREEMENT is made on	January 20, 2018


 


BETWEEN


 


		1.	Dthera Sciences of (the "Buyer"); and



 


		2.	Hatch International Limited of (the "Service Provider"),



 


collectively referred to as the "Parties".


 


RECITALS


 


The Buyer wishes to be provided with the Services (defined below)
by the Service Provider and the Service Provider agrees to provide the Services to the Buyer on the terms and conditions of this
Agreement.


 


		1.	Key Terms



 


1.1  Goods and Services


 


The Service Provider shall provide the following goods
and services (“Goods and Services") to the Buyer in accordance with the terms and conditions of this Agreement:


 


5000 Tablets – XXXXXXXX,
XXXXXXXX, XXXXXXXX + XXXXXXXX, XXXXXXXX, XXXXXXXX Battery, XXXXXXXX support XXXXXXXX
WIFI, XXXXXXXX Charging Dock, cardboard packaging


XXXXXXXX EVA Cases


XXXXXXXX Custom designed charging
docks and transformers


All Certifications


 


1.2  Delivery of the Goods and Services


 


		a.	Start date: The Service Provider shall commence the provision of the Goods and Services on January 20, 2018.



 


		b.	Completion date: The Service Provider shall complete/cease to provide the Goods and Services by/on the date the shipment
date of all outstanding product. ("Completion Date").



 


1.3  Price


 


		c.	As consideration for the provision of the Goods and Services by the Service Provider, the price for the provision of the Goods
and Services is $602,000.



 


1.4  Payment


 


		d.	The Buyer agrees to pay the Price to the Service Provider on the following milestones:
	 	 	 
	 	 	a.




  


	Event	 	Amount	 
	Deposit	 	 	$XXXXXX	 
	Contract Start	 	 	$ XXXXXX	 
	Silicon Tooling and Prototype Materials	 	 	$ XXXXXX	 
	Factory Inspection	 	 	$ XXXXXX	 
	Prototype Produced and Shipped	 	 	$ XXXXXX	 
	Prototype Accepted	 	 	$ XXXXXX	 
	Tooling	 	 	$ XXXXXX	 
	Before Mass Production	 	 	$ XXXXXX	 
	Pre Shipping	 	 	$ XXXXXX	 
	Total	 	$	602,000	 



 


 


 





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TREATMENT – FILED SEPARATELY WITH THE SEC.



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		e.	Design Changes that effect final price will be communicated in separate invoices by Hatch International Limited with line item
for each design change and must be accepted in writing by Dthera Sciences.



 


		f.	The method of payment of the Price by the Buyer to the Service Provider shall be by:



 


		i.	wire transfer to the following account:



 


Company Name: Shenzhen CE and IT Limited 


Swift
Code: XXXXXX


Account
Number: XXXXXX


Bank
Name: XXXXXX


Address:
XXXXXX


 


		g.	Any charges payable under this Agreement are exclusive of any applicable taxes, tariff surcharges or other like amounts assessed
by any governmental entity arising as a result of the provision of the Goods and Services by the Service Provider to the Buyer
under this Agreement and such shall be payable by the Buyer to the Service Provider in addition to all other charges payable hereunder.



 


		2.	General terms



 


2.1  Intellectual Property Rights


 


The Service Provider agrees to grant to the Buyer
a non-exclusive, irrevocable, royalty free license to use, copy and modify any elements of the Material not specifically created
for the Buyer as part of the Goods and Services. In respect of the Material specifically created for the Buyer as part of the Goods
and Services, the Service Provider assigns the full title guarantee to the Buyer and any all of the copyright, other intellectual
property rights and any other data or material used or subsisting in the Material whether finished or unfinished. If any third
party intellectual property rights are used in the Material the Service Provider shall ensure that it has secured all necessary
consents and approvals to use such third party intellectual property rights for the Service Provider and the Buyer. For the purposes
of this Clause 2.1, "Material" shall mean the materials, in whatever form, used by the Service Provider to provide the
Goods and Services and the products, systems, programs or processes, in whatever form, produced by the Service Provider pursuant
to this Agreement.


 


2.2  Warranty


 


		a.	The Service Provider represents and warrants that:



 


		i.	it will perform the Services with reasonable care and skill; and



 


		ii.	the Services and the Materials provided by the Service Provider to the Buyer under this Agreement will not infringe or violate
any intellectual property rights or other right of any third party.



 


2.3  Term and Termination


 


		b.	This Agreement shall be effective on the date hereof and shall continue, unless terminated sooner in accordance with Clause
2.3(b), until the Completion Date.



 


		c.	Either Party may terminate this Agreement upon notice in writing if:



 


		i.	the other is in breach of any material obligation contained in this Agreement, which is not remedied (if the same is capable
of being remedied) within 30 days of written notice from the other Party so to do; or



 


		ii.	a voluntary arrangement is approved, a bankruptcy or an administration order is made or a receiver or administrative receiver
is appointed over any of the other Party's assets or an undertaking or a resolution or petition to wind up the other Party is passed
or presented (other than for the purposes of amalgamation or reconstruction) or any analogous procedure in the country of incorporation
of either party or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver
or administrator or to present a winding-up petition or make a winding-up order in respect of the other Party.



 


		d.	Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party
nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication
intended to come into or continue in force on or after such termination.



 


 


 


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2.4  Relationship of the Parties


 


The Parties acknowledge and agree that the Services
performed by the Service Provider, its employees, agents or sub-contractors shall be as an independent contractor and that nothing
in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.


 


2.5  Confidentiality


 


Neither Party will use, copy, adapt, alter or part
with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation
to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can
prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with
good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient
or which is independently developed by or for the recipient.


 


2.6  Notices


 


Any notice which may be given by a Party under this
Agreement shall be deemed to have been duly delivered if delivered by hand, first class post, facsimile transmission or electronic
mail to the address of the other Party as specified in this Agreement or any other address notified in writing to the other Party.
Subject to any applicable local law provisions to the contrary, any such communication shall be deemed to have been made to the
other Party, if delivered by:


 


		e.	first class post, 2 days from the date of posting;



 


		f.	hand or by facsimile transmission, on the date of such delivery or transmission; and



 


		g.	electronic mail, when the Party sending such communication receives confirmation of such delivery by electronic mail.



 


2.7  Miscellaneous


 


		h.	The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as
a waiver of such rights.



 


		i.	If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity or enforceability
of the remainder of this Agreement shall be affected.



 


		j.	Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other
Party.



 


		k.	This Agreement may not be amended for any other reason without the prior written agreement of both Parties.



 


		l.	This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation
or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes
all prior representations, writings, negotiations or understandings with respect hereto.



 


		m.	Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure
or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil commotion
or industrial dispute. If such delay or failure continues for at least 7 days, the Party not affected by such delay or failure
shall be entitled to terminate this Agreement by notice in writing to the other.



 


		n.	This Clause 2.7(n) and Clauses 2.2, 2.4, 2.5, 2.6 and 2.7 of this Agreement shall survive any termination or expiration.



 


		o.	This Agreement shall be governed by the laws of the jurisdiction in which the Buyer is located (or if the Buyer is based in
more than one country, the country in which its headquarters are located) (the "Territory") and the parties agree to
submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in the Territory.



 


AS WITNESS the hands of the Parties hereto or their duly authorized
representatives the day and year first above written.


 


SIGNED by /s/


 


for and on behalf of Dthera Sciences


 


SIGNED by /s/


 


for and on behalf of Hatch International Limited


 


 


 


 


 


 


XXX - REDACTED PURSUANT TO REQUEST FOR CONFIDENTIAL
TREATMENT – FILED SEPARATELY WITH THE SEC.



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