Exhibit
10.2


 


CONSULTING
AGREEMENT


 


This
Consulting Agreement (the “Agreement”) is made and entered into as of this 7th Day of July, 2016 by and
between Cipherloc Corporation, a Texas corporation, (the “Company”) and Geoffrey A. Potts, located at 1057 Whitney
Branch Dr. #350, Henderson, Nevada 89014 (the “Consultant”) (individually, a “Party”; collectively, the
“Parties”).


 


RECITALS


 


WHEREAS,
Consultant is an attorney with legal and facilitating experience, and


 


WHEREAS,
the Company has engaged and wishes to continue to engage the services of Consultant to assist the Company in its ongoing relationship
with the original inventors of the basic technology that now comprises CipherLoc®.


 


NOW,
THEREFORE, in consideration of the mutual promises herein contained, the Parties hereto hereby agree as follows:


 


1.
CONSULTING SERVICES.


 


Consultant
agrees to continue to assist the Company as its liaison with the original inventors of the basic CipherLoc technology (the “Consulting
Services”). Consultant hereby agrees to perform the Consulting Services in a workmanlike manner.


 


2.
TERM OF AGREEMENT.


 


This
Agreement shall be in full force and effect commencing upon the date hereof. This Agreement shall terminate upon the Consultant’s
full completion of the Consulting Services. Either Party hereto shall have the right to terminate this Agreement without notice
in the event of the death, bankruptcy, insolvency, or assignment for the benefit of creditors of the other Party. Consultant shall
have the right to terminate this Agreement if Company fails to comply with the terms of this Agreement, including without limitation
its responsibilities for compensation as set forth in this Agreement, and such failure continues unremedied for a period of 30
days after written notice to the Company by Consultant. The Company shall have the right to terminate this Agreement upon delivery
to Consultant of notice setting forth with specificity facts comprising a material breach of this Agreement by Consultant if such
breach shall remain uncured for more than 30 days.


 


3.
TIME DEVOTED BY CONSULTANT.


 


It
is anticipated that the Consultant shall spend as much time as deemed necessary by the Consultant in order to perform the obligations
of Consultant hereunder. The Company understands that this amount of time may vary and that the Consultant may perform Consulting
Services for other companies.


 




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4.
PLACE WHERE CONSULTING SERVICES WILL BE PERFORMED.


 


The
Consultant will perform most Consulting Services in accordance with this Agreement at such place(s) as necessary to perform these
Consulting Services in accordance with this Agreement.


 


5.
COMPENSATION


 


As
compensation for the Consulting Services, and subject to the terms and conditions of this Agreement, Company will, upon entering
into this Agreement, authorize the issuance and delivery of 50,000 shares of the Company’s common stock (the “Compensation
Shares”) to Geoffrey A. Potts, an individual designated by Consultant to perform the Consulting Services. As soon as reasonably
practicable after the full execution of this Agreement, Company agrees to file one or more Registration Statements on Form S-8
with the SEC registering the Compensation Shares to permit the public sale by the Consultant, and will use its reasonable best
efforts to maintain the effectiveness of this Registration Statement for so long as an effective Registration Statement is required
for the public sale by the Consultant of the Compensation Shares.


 


6.
INDEPENDENT CONTRACTOR.


 


Both
Company and the Consultant agree that the Consultant will act as an independent contractor in the performance of its duties under
this Agreement. Nothing contained in this Agreement shall be construed to imply that Consultant, or any employee, agent or other
authorized representative of Consultant, is a partner, joint venturer, agent, officer or employee of Company unless such status
shall be agreed upon and set forth in a writing signed by the parties.


 


7.
CONFIDENTIAL INFORMATION.


 


The
Consultant and the Company acknowledge that each will have access to proprietary information regarding the business operations
of the other and agree to keep all such information secret and confidential and not to use or disclose any such information to
any individual or organization without the non-disclosing Party’s prior written consent. Further, Consultant acknowledges
that it will have access to proprietary information regarding the business operations of certain clients of the Company and agrees
to keep all such information secret and confidential and not to use or disclose any such information to any individual or organization
without the Company’s prior written consent.


 


8.
INDEMNIFICATION.


 


Each
Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified
Party”) from and against any and all claims, damages, and liabilities, including any and all expense and costs, legal or
otherwise, caused by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred
by the Indemnified Party in the investigation and defense of any claim, demand, or action arising out of the work performed under
this Agreement; including breach of the Indemnifying Party of this Agreement. The indemnifying Party shall not be liable for any
claims, damages, or liabilities caused by the sole negligence of the Indemnified Party, its subcontractors, agents, or employees.


 




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The
Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which
the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle
or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at
all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this
notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon
written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the
claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party.


 


The
rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns,
and heirs of the Parties.


 


9.
MISCELLANEOUS.


 


(A)
The Parties submit to the jurisdiction of the Courts of the County of Clark, State of Nevada or, if there be subject matter jurisdiction,
a Federal Court impaneled in the State of Nevada for the resolution of all legal disputes arising under the terms of this Agreement.
This provision shall survive the termination of this Agreement.


 


(B)
If either Party to this Agreement brings an action on this Agreement, the prevailing Party shall be entitled to reasonable expenses
therefore, including, but not limited to, attorneys’ fees and expenses and court costs.


 


(C)
This Agreement shall inure to the benefit of the Parties hereto, their administrators and successors in interest. This Agreement
shall not be assignable by either Party hereto without the prior written consent of the other.


 


(D)
This Agreement contains the entire understanding of the Parties and supersedes all prior agreements between them.


 


(E)
This Agreement shall be constructed and interpreted in accordance with and governed by the laws of the State of Nevada.


 


(F)
No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Parties. No waiver
of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not
similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party
making the waiver.


 


(G)
If any provision hereof is held to be illegal, invalid or unenforceable under present or future laws effective during the term
hereof, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part hereof, and the remaining provisions hereof shall remain in full force and
effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance therefrom.


 


(H)
The above recitals are incorporated into this Agreement by this reference.


 




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IN
WITNESS WHEREOF, the Parties hereto have placed their signatures hereon on the day and year first above written.


 


	COMPANY:	 	CONSULTANT:
	 	 	 	 	 
	Cipherloc Corporation,	 	Geoffrey A. Potts,
	a Texas corporation	 	 	 
	 	 	 	 	 
	By:	/s/
    Michael De La Garza	 	By:	/s/
    Geoffrey A. Potts
	Its:	Michael
    De La Garza	 	 	Geoffrey
    A. Potts
	 	President
    	 	 	 


 




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