Helius Medical Technologies, Inc.: Exhibit Montel Consulting Contract - Filed by newsfilecorp.com






April13, 2016 

Philippe Deschamps 
President & CEO 
Helius Medical
Technologies 
41 University Drive, Suite 400 
Newtown PA 18940

	 	Re: 	Consultant Agreement ("Agreement")
  


Dear Phil,: 

Helius Medical Technologies ("Company") and Mentel Media, Inc
("Lender") f/s/o Mentel Williams ("Artist") have agreed as follows: 

1.     Services/Expenses:
Company hereby engages Lender to furnish the non- exclusive services of Artist
as a consultant subject to Artist's reasonable availability. Such services to be
provided in the New York area unless mutually approved by the parties in which
case Lender's/Artist's expenses to be paid by Company. Any other expenses of
Lender/Artist are subject to pre-approval by Company. Services to include media
interviews to promote the clinical trial registration to include but not limited
to a satellite TV tour, as well as ongoing media/marketing strategy development
for consumer launch, strategic partnership development and military meetings as
needed. 

2.     Term: The term
("Term") of this Agreement shall commence on April 15, 2016, and shall continue
for twelve months, or until replaced by a spokesperson agreement with Lender,
whichever comes first. Either party may terminate this Agreement upon thirty
(30) days prior written notice. 

3.     Fees: Lender shall be
paid during the Term the sum of fifteen thousand ($15,000.00) per month payable
on a monthly basis. 

4.     Results and Proceeds:
Company shall own all rights in and to the results and proceeds of Lender'sA!
rtist's services hereunder as a "work made-for-hire." To the extent that such
work or the results and proceeds thereof is not deemed a work made-for-hire,
Lender/Artist irrevocably assign, transfer and convey to Company any such work
and/or results and proceeds. 

5.     Confidential
Information: Lender/Artist acknowledge and understand that the confidential
information of Company is valuable, special and unique to its business, that
such business depends on such confidential information and that Company desires
to protect such confidential information by keeping it confidential for its use
and benefit. Based on the foregoing, Lender/Artist agree not to disclose either
while rendering services on behalf of Company or at any time thereafter, to any
person not then employed by the Company, or not then engaged to render services
to Company, any confidential information obtained by Lender/Artist while rendering services for Company; and
Lender/Artist agree that upon termination of this Agreement or at any other time
that Company may request so, Lender/Artist shall promptly deliver to Company all
such confidential materials. 





6.     Independent Contractor: (a)
Lende-r has the full right, power, authority and legal capacity to enter into
and perform this Agreement without any consent from any other party; (b) Lender
shall pay and report all income and other taxes applicable to Lender's services
hereunder or any compensation therefor and Company shall have no obligation or
liability for any such tax or reporting obligation; and (c) all works written,
created, composed or delivered by Lender/Artist hereunder shall be wholly
original with Lender/Artist, except only to the extent provided to Lender/Artist
by Company for use by Lender/Artist hereunder, and shall not violate or infringe
upon any rights of any other party of any kind whatsoever. All agreements,
representations and warranties made by Lender in this Agreement shall survive
the execution, delivery, performance and termination of this Agreement. 

7.     Representations and Warranties;
Indemnifications: 

(a)     Each party hereby represents
and warrants that it has the right to enter into this Agreement and to grant the
rights herein. Further, Lender/Artist represents and warrants that all results
and proceeds of Lender's/Artist's services ("Results and Proceeds") are and
shall be original with Lender/Artist or in the public domain and, to the best of
Lender'sA! rtist's knowledge, do not and shall not violate or infringe upon
copyright, right of privacy or any other right of any person or entity. 

(b)     To the fullest extent permitted by
law, each party shall, at its own expense, defend, indemnify and hold harmless
the other party (including in the case of Company, its parents, affiliates and
subsidiaries and their successors and their respective officers, directors,
employees and agents and licensees) from and against any and all allegations
asserted in any third party claim, investigation, demand, suit, cause of action
or proceeding (collectively "Claims") to the extent actually arising from or
related to any of the following: (i) any breach of this Agreement by the
indemnifying party; (ii) any failure by the indemnifying party to comply with
any applicable law; (iii) any bodily injury or loss of property resulting from
any act or omission of the indemnifying party to the extent not as a result of
the act or failure to act of the indemnified party unless such act or failure to
act constitutes negligence; (iv) the Results and Proceeds: (A) constitutes
libel, slander, and/or defamation; (B) constitutes an infringement of any
trademark (excluding Company supplied trademarks), copyright, or other
intellectual property right of a third party; (C) constitutes piracy plagiarism,
misappropriation of another's idea, confidential information, trade secrets, or
unfair competition; (D) constitutes an invasion of rights of privacy of
publicity; or (E) results in any claim, suit, or proceeding arising out of
obligations under a union agreement relating to the production or use of any of
the Results and Proceeds to the extent that such result from the indemnifying
party's breach of the terms of this Agreement or otherwise are caused by the
indemnifying party. In addition, (i) Lender/Artist shall, at it own expense
indemnify and hold harmless Company for any loss, unauthorized disclosure or
unauthorized use of confidential information by Lender/Artist or its employees
and (ii) Company shall, at its own expense, defend, indemnify and hold harmless
Lender/Artist from and against any and all Claims related to the development,
production, distribution and/or exploitation of the Results and Proceeds and any
element thereof excluding, however, Claims related to breaches by Lender/Artist
of its representations and warranties herein. 




8.     Miscellaneous: 

(a)     This Agreement sets forth
the entire agreement and understanding of the parties hereto, and, effective on
the commencement of the Term hereof, supersedes all prior agreements,
arrangements, and understandings. 

{b)     This Agreement shall be governed
and construed in accordance with the laws of the State of California. 

(c)     In the event of a breach of any
provision hereof by Company or its successors, licensees or assigns,
Lender/Artist agree that their sole remedy shall be an action at law for money
damages, if any, and in no event shall Lender/Artist seek or have the right to
seek or obtain any injunctive or other equitable relief, or enjoin, interfere
with or otherwise prohibit the development, production, exhibition,
distribution, advertising and/or exploitation of the any rights granted to
Company hereunder. 

Very truly yours, 

By: __”Melanie McLaughlin”___ 
Melanie McLaughlin,
President 


Montel Media, Inc. 

___”Montel Williams”________ 
Montel Williams
(“Artist" 


AGREED TO AND ACCEPTED: Helius Medical Technologies, Inc. 

By: ____”Phil Deschamps”____ 
Phil Deschamps, CEO