Exhibit 10.1


 


FORM OF INDEPENDENT CONTRACTOR AGREEMENT


 


This Agreement (the
"Agreement") is entered into and effective as of October 17, 2016 by and between Motivating The Masses, Inc. (“MTM”)
and SC Consulting ("Contractor").


 


		1.	Independent Contractor



 


Subject to the terms
and conditions of this Agreement, MTM hereby engages the Contractor as an independent contractor to perform the services set forth
herein, and the Contractor hereby accepts such terms.


 


This Agreement shall
not render the Contractor an employee, partner, agent of, or joint venture with MTM for any purpose. The Contractor is and will
remain an independent contractor in his/her relationship to MTM. MTM shall not be responsible for withholding taxes with respect
to the Contractor’s compensation hereunder. The Contractor shall have no claim against MTM hereunder or otherwise for vacation
pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment
insurance benefits, or employee benefits of any kind.


 


		2.	Duties, Terms, and Compensation



 


A.           Duties:
Contractor shall provide services to MTM as set forth on Schedule A attached hereto (the “Services”). Contractor
agrees and represents that Susie Carder (“Carder”) shall be the representative of Contractor to provide the Services
to MTM, and acknowledges that MTM in entering into this Agreement has relied upon the representation that Carder will be the representative
of Contractor to provide the Services to MTM. Contractor will provide the Services at such times as MTM and Contractor agree. Contractor
shall not have the authority to bind MTM to a contract with a third party. Contractor shall perform its duties in accordance with
all federal and/or state laws, regulations, requirements and MTM’s bylaws, rules and regulations.


 


B.           Term:
The term of the Contractor's engagement shall commence on October 17, 2016 (“Effective Date”) and continue until terminated
as provided in Section 13 of this Agreement.


 


C.           Compensation:
MTM will compensate Contractor as set forth on Schedule B.


 




     


     


    

 


Independent Contractor Agreement


Page
2 of 11


 


		3.	Expenses



 


Except as otherwise
agreed, Contractor shall be responsible for its own expenses and equipment.


 


		4.	Independent Contractor



 


Contractor is an independent
contractor of MTM and shall not perform any Services under this Agreement as an employee or agent of MTM. MTM shall have no right
to control or direct the method, details or means by which Contractor performs the Services required under this Agreement. Contractor
shall not represent or identify herself/himself to third parties as being an employee or agent of MTM.


 


		5.	Non-Exclusive Relationship



 


Contractor may perform
services for, or be employed by such other persons or companies as Contractor sees fit, provided that Contractor shall not perform
services for other clients, persons, or companies which are in conflict with Contractor’s obligations to MTM under this Agreement
or if doing so causes Contractor to breach his/her obligations under this Agreement.


 


		6.	Insurance



 


Contractor attests
that it has adequate and sufficient insurance as required under the Laws of the State of California.


 


		7.	Defense & Indemnity



 


Contractor shall indemnify,
defend and hold MTM and its affiliates free, clear, and harmless from any and all claims arising directly or indirectly out of
any such injury to person(s) or damage to property arising out of or in any way connected with the performance of the work by,
or breach of this Agreement by, Contractor or any of Contractor’s employees or subcontractors. MTM shall be free from all
liability and claims for damages by reason of any injury to any person or persons (including Contractor's employees and personnel),
or to any property of any kind whatsoever, and to whomsoever such property may belong (including Contractor's property), from any
causes or occurrences arising out of or in any way connected with the performance by Contractor or any of Contractor’s employees
or subcontractors. The obligation to indemnify hereunder shall be effective even if MTM or any of its affiliates is responsible
for active or passive negligence or misconduct that contributes to any claim. Contractor shall have no obligation to defend or
indemnify MTM for claims arising out of MTM’s sole negligence or wrongful conduct.


 




     


     


    

 


Independent Contractor Agreement


Page
3 of 11


 


Contractor shall indemnify,
defend and hold MTM and its affiliates free, clear, and harmless from any and all claims arising directly or indirectly out of
Contractor's failure to pay any supplier, subcontractor, workman, or any other person or entity furnishing labor or materials during
the course of the work covered by this Agreement. The indemnification provided hereunder applies to any claims made by Contractor’s
employees for violations of California’s Labor Code, the Fair Labor Standards Act, the California Fair Employment and Housing
Act, any Federal civil rights statute, or any other claim for harassment, discrimination, retaliation, or wrongful termination.
Contractor shall defend MTM in any such action through counsel of MTM’s choosing.


 


Contractor shall defend
MTM at Contractor's expense against any matters which are the subject of any indemnity made by Contractor in this Agreement through
counsel selected by MTM, immediately upon written request from MTM.


 


		8.	Assignment, Works Made for Hire



 


Contractor assigns
to MTM any trade secret, process, system, trademarks or patentable creations (“Innovations”) created by or discovered
or developed in whole or in part by Contractor as a result of any work performed by Contractor under this Agreement. Such Innovations
shall be the sole and exclusive property of MTM. Any works of authorship ("Works") commissioned pursuant to this Agreement
shall be considered as works made for hire as that term is defined under U.S. copyright law. To the extent that any Works do not
qualify as a work made for hire, Contractor hereby assigns and transfers to MTM all rights in such Works.


 


Contractor agrees to
sign and deliver to MTM (either during or subsequent to commencing work) such documents as MTM considers desirable to evidence:
(1) the assignment to MTM of all rights of Contractor, if any, in any such Innovation or Work, and (2) MTM’s ownership of
such Innovations and Works.


 




     


     


    

 


Independent Contractor Agreement


Page
4 of 11


 


		9.	Contractor Warranties



 


Contractor warrants
that any Innovations or Works created by Contractor shall not infringe any intellectual property rights or violate any laws.


 


		10.	Conflicts of Interest; Non-hire Provision



 


The Contractor represents
that it is free to enter into this Agreement and that this engagement does not violate the terms of any agreement between the Contractor
and any third-party. Further, the Contractor, in rendering its duties shall not utilize any invention, discovery, development,
improvement, innovation, or trade secret in which it does not have a proprietary interest. During the term of this Agreement, the
Contractor shall devote as much of its productive time, energy and abilities to the performance of its duties hereunder as is necessary
to perform the required duties in a timely and productive manner.


 


		11.	Restrictive Covenants



 


a.           During
the term of this Agreement and for a period of twelve (12) months after termination of this Agreement, Contractor will not directly
or indirectly: (i) disrupt, damage, impair or interfere with the business of MTM, (ii) solicit, or attempt to solicit, business
or patronage from any customer for whom MTM has performed services during the term of this Agreement and/or the twelve (12) months
prior to the termination of this Agreement; (iii) or solicit any employees or other independent contractors or agents of MTM to
work for any person or entity which performs services similar to those performed by MTM.


 


b.           MTM
and Contractor acknowledge and agree that the limitations set forth herein have been reviewed by the parties and are reasonable
in view of all the facts and circumstances known to them. Nevertheless, if any court shall determine that the limitations contained
in this Agreement are unenforceable, it is the intention of MTM and Contractor that the restrictive covenants set forth herein
shall not thereby be terminated, but shall be deemed amended to the extent required to render it enforceable. Accordingly, if the
term of this Agreement and/or twelve (12) month period specified under Section 11.a is deemed to be too broad, a six (6)-month
period prior to the termination of this Agreement shall be substituted.


 




     


     


    

 


Independent Contractor Agreement


Page
5 of 11


 


c.           Contractor
understands and agrees that Contractor’s provision of the Services creates a relationship of confidence and trust between
Contractor and MTM, that the nature of MTM’s relationship with each customer and Contractor’s relationship with each
of MTM’s customers during the course of providing the Services by Contractor is of an extremely sensitive and confidential
nature, and that in connection with the provision of the Services, Contractor may learn or be provided with information concerning
MTM or its customers, the improper use or disclosure of which would cause severe and irreparable harm to MTM. Accordingly, Contractor
agrees that it shall not, during or at any time after termination of this Agreement, without written authorization of MTM, disclose
to, or make use of, for Contractor or for any other person, corporation, or entity, any information obtained by Contractor with
respect to any customer of MTM, or any information concerning MTM’s business, including, but not limited to, the nature of
the Services, the terms of this Agreement, MTM’s customer lists, files and identities, processes, plans, relationships, pricing
structure data, know how, trade secrets or other confidential information concerning the business, customers, products, methods,
operations, financing or services of MTM (“Proprietary Information”).


 


d.           Contractor
hereby acknowledges that all files, lists, books, records, reports, literature, products and any other materials furnished to Contractor
by MTM or provided or generated by Contractor or others in connection with the provision of the Services shall at all times be
and remain the property of MTM and that upon termination of this Agreement, irrespective of the time, manner or cause of said termination,
or as otherwise requested by MTM from time to time, Contractor will surrender to MTM all such lists, books, records, reports, literature,
products and other materials and all copies thereof.


 


e.           Contractor
represents and warrants that it will not infringe on any copyright, patent, trademark, trade secret or other proprietary right
of MTM or any third party in connection with the performance of its responsibilities and obligations hereunder.


 




     


     


    

 


Independent Contractor Agreement


Page
6 of 11


 


f.            Contractor
acknowledges that the restrictions contained in this Section 11 are a reasonable and necessary protection of the legitimate interests
of MTM, that any violation of them could cause substantial injury to MTM or its customers, and that MTM would not have agreed to
engage Contractor without receiving the additional consideration of Contractor’s agreeing to be bound by the restrictions
set forth herein. Contractor acknowledges that a breach of any of such restrictions could not adequately be compensated by damages
in an action at law. Accordingly, in the event of a breach or threatened breach by Contractor of the provisions of any or all of
Section 11, MTM shall be entitled:


 


(i)          to
obtain, without the necessity of posting bond therefor, an injunction (preliminary or permanent, or a temporary restraining order)
restraining Contractor from the activity or threatened activity constituting or that would constitute a breach; and


 


(ii)         to
an accounting and repayment of all profits, compensation, commissions, remuneration or other benefits that Contractor directly
or indirectly has realized or may realize as a result of, arising out of or in connection with any such breach.


 


The remedies provided in this Section 11
shall survive the termination of this Agreement, and shall be in addition to and not in lieu of any and all other remedies of MTM
at law or in equity, which remedies shall be cumulative.


 


		12.	Right to Injunction



 


The parties hereto
acknowledge that the Services to be rendered by the Contractor under this Agreement and the rights and privileges granted to MTM
under the Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss
of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by the Contractor or any
of the provisions of this Agreement will cause MTM irreparable injury and damage. The Contractor expressly agrees that MTM shall
be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provisions of this Agreement
by the Contractor. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies
that MTM may have for damages or otherwise. The various rights and remedies of MTM under this Agreement or otherwise shall be construed
to be cumulative, and no one of them shall be exclusive of any other or of any right or remedy allowed by law.


 




     


     


    

 


Independent Contractor Agreement


Page
7 of 11


 


		13.	Termination



 


Either party may terminate
this Agreement at any time. In the event the Agreement is terminated, MTM shall owe Contractor no further amounts or obligations,
outside of commissions owed.


 


		14.	Assignment



 


The Contractor shall
not assign any of its rights under this Agreement, or delegate the performance of any of its duties hereunder, without the prior
written consent of MTM.


 


		15.	Relationships



 


Nothing contained in
this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.


 


		16.	Severability



 


If a court finds any
provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect
the intent of the parties.


 


		17.	Integration



 


This Agreement expresses
the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations
and understandings.


 


		18.	Waiver



 


The failure to exercise
any right provided in this Agreement shall not be a waiver of prior or subsequent rights.


 


		19.	Governing Law



 


This Agreement shall
be governed solely by California law. MTM and Contractor agree that any legal action regarding this Agreement shall be commenced
and maintained solely in, and consent to venue in and the jurisdiction of, the State and Federal District Courts located in San
Diego County.


 




     


     


    

 


Independent Contractor Agreement


Page
8 of 11


 


		20.	Attorneys’ Fees



 


The prevailing party
as to any disputes relating to this Agreement shall be entitled to recover from the unsuccessful party to this Agreement all costs,
expenses and actual attorneys' fees relating to the enforcement or interpretation of, or any litigation or arbitration relating
to this Agreement.


 


		21.	Successors and Assigns



 


All of the provisions
of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors,
or assigns.


 


		22.	Modifications or Amendment



 


No amendment, change
or solidification of this Agreement shall be valid unless in writing signed by the parties hereto.


 


		23.	Counterparts



 


This Agreement may
be executed in multiple counterparts and by facsimile or pdf or similar means of electronic delivery, each of which will be deemed
an original, but all of which together will constitute one and the same instrument.


 


[Signature page follows]


 




     


     


    




 


Independent Contractor Agreement


Page
9 of 11


 


Signature Pages to Independent Contractor
Agreement


 


IN WITNESS WHEREOF, the parties have caused
this Agreement to be duly executed as of the date first above written.


 


Contractor:


 


	 
	(Signature)
	 
	 
	(Typed or Printed Name)


 


	Title:	 	Date: 	 


 


Motivation The Masses, Inc.:


 


	 	 
	(Signature)
	 	 
	By:	 


 


	Title:	 	Date: 	 


 




     


     


    

 


Independent Contractor Agreement


Page
10 of 11


 


Schedule A


 


PRIMARY RESPONSIBILITIES


 


		·	Partner with the CEO of MTM to develop
global Business Development strategies to support both the long-term vision and shorter-term goals & objectives of the organization
(maximizing market share, revenue growth, profitability growth and EBITA).



 


		·	Identify ways to maximize revenue, through
product and training.



 


		·	Report and share information with the
board of MTM to ensure they are kept fully informed on the condition of the organization and important factors influencing it.



 


		·	Identify and lead new business opportunities.



 


		·	Ensure highly productive relationships
and partnerships for the benefit of the organization.



 


		·	Sets goal, monitor work, and evaluate
results to ensure that departmental and organizational objectives and operating requirements are met and are in line with the needs
and mission of the organization.



 


		·	Develop a strategic plan to advance the
company's mission and objectives and to promote revenue, profitability, and growth as an organization.



 


		·	Plan, develop, and implement strategies
for generating resources and/or revenues for MTM.



 


		·	Product development.



 


Develop coach and train new
consultants


 


		·	Coaching Services



 


		·	Create curriculum- Train the trainer program



 


		·	Develop coaches



 


		·	Create Sales Strategy for coaches



 


		·	Managing Marketing Division around promoting
coaches Executive Coaching



 


		·	Coach clients to achieve optimum results



 


		·	Completed Action Sheets for each client



 


		·	Sale & Cross Sale existing clients



 


Events/Trainings


 


		·	Attend MTM events/trainings



 


		·	Create up level design for MTM events/trainings



 


		·	Lead sales and support on all aspects
of the training 



 




     


     


    

 


Independent Contractor Agreement


Page
11 of 11


 


Schedule B


 


		·	$19,167.67 per month, payable as follows:



 


		o	semi-monthly installments of $8,333.34 paid on the 15th and the last day of each month,
and



 


		o	$2,500 per month contributed to a designated Section 79 Plan



 


		·	Coaching: Coaching given to clients
of MTM will be paid at a rate of 30% of contracted amount. This will be paid to Contractor under this Agreement after payment
is obtained from the client. Coaching commission will not be paid ahead of services or payment. Invoices must be submitted by Contractor
to the finance department after each coaching session to make sure accounts are kept current.



 


Event Sales: A compensation rate
of 3% will be paid on all sales signed by MTM sales unless a specific agreement is made prior to an event and signed in
writing by Contractor. In the case of internal events, or events produced by MTM, if Contractor provides services as a speaker,
Contractor will receive 1% of sales made and a percentage of 2% will be divided evenly among the remaining sales team. In the event
that there are multiple speakers, a percentage of 1.5% of sales will divided evenly and paid to the speakers. The sales team will
divide the remaining 1.5% evenly.


 


Event Sales Support: A compensation
rate of 2% will be paid evenly among all MTM support personnel, including the Contractor, working an event. The sales amount
used to calculate will be based on net sales which will calculated as follows:


 


Total Sales - Sales Splits - Breakeven Costs = Net
Commissionable Sales


 


Commissionable Sales for Sales Support
will be calculated and then divided by MTM support personnel working at each event. Each event’s breakeven will be calculated
at 40% of gross sales and will be open for change should the need arise or actual breakeven costs are known.


 


Event Account Management/Project Management:
A compensation rate of 2% will be paid to the Contractor if it provides services as an Account Manager/Project Manager in
an event. In the event that this is split among more than one person, compensation will be split accordingly.