Exhibit
10.1


 


CONSULTING
AGREEMENT


 


This
Consulting Agreement is made and entered into this 6th day of February 2015, by and between; Balance Labs, Inc., with
offices located at 1111 Lincoln Road, 4th Floor, Miami Beach, FL 33139 and; Michael D. Farkas (herein after the "Consultant"),
with its principal place of business located at 1221 Brickell Avenue, Suite 900, Miami, FL 33131.


 


Notwithstanding
anything set forth herein or above, the parties acknowledge that the Consultant has been providing the services on the terms set
forth herein since June 2014 without an agreement in writing and that the Company has been accruing the fees set forth below since
that time.


 


RECITALS


 


WHEREAS,
the Company desires to have the Consultant provide to the Company consulting services designed to assist the Company
in growing its business regarding financial, governmental, managerial and marketing matters and to develop potential strategic
relationships and alliances and the Consultant wishes to render such services, all as provided below.


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements contained in this Agreement, and of other consideration
(the receipt and sufficiency of which are acknowledged by each party), the parties agree as follows:


 


ARTICLE
1


 


CONSULTING
SERVICES


 


1.1         Consulting
Services


 


		(a)	For the 12-month period commencing on the date of this Agreement (the “Effective Date”),
the Consultant shall provide the Company with such regular and customary advice regarding financial, management, political and
regulatory matters and potential strategic relationships and alliances as is reasonably requested by the Company, provided that
the Consultant shall not be required to undertake duties not reasonably within the scope of the advisory services contemplated
by this Agreement. It is understood and acknowledged by the Parties that the value of the Consultant’s advice is not readily
quantifiable, and that the Consultant shall be obligated to render advice upon the request of the Company, in good faith, but shall
not be obligated to spend any specific amount of time in so doing. The Consultant’s duties may include, but will not necessarily
be limited to, providing recommendations concerning the following matters:



 


		1.	Arranging, on behalf of the Company, at appropriate times, meetings with representatives of the
industries referred to above and other companies or potential strategic partners.



 


2.           Disseminating
information about the Company to the financial and other industries at large; and


 





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3.           Rendering
advice and assistance in connection with the preparation of reports or other communications to the financial and other industries
and for potential strategic relationships.


 


(a)           In
addition to the foregoing, the Consultant agrees to furnish advice to the Company as reasonably requested by the Company, in connection
with joint venture or other strategic partnership or alliances with financial, management and marketing companies or institutions,
or any other similar transaction.


 


(b)           The
Consultant shall render such other advisory services from time to time be agreed upon by the Company and the Consultant.


 


4.           Rendering
Business Development Services.


 


1.2          Information


 


In
connection with Consultant’s activities on the Company’s behalf, the Company will provide Consultant and will furnish
Consultant with all necessary information and data concerning the Company which the Company reasonably believes appropriate to
the performance of Consultant’s services contemplated by this Agreement (all such information so furnished being the “Information”)
and will provide Consultant with reasonable access to the Company’s officers, directors, employees, independent accountants
and legal counsel. The Company recognizes and confirms that Consultant (i) will use and rely primarily on the Information and on
information available from generally recognized public sources in performing the services contemplated by the Agreement, without
having independently verified same, (ii) does not assume responsibility for the accuracy or completeness of the Information and
such other information and (iii) will not make an independent appraisal of any of the Company’s assets. The Information to
be furnished by the Company, when delivered, will be, to the best of the Company’s knowledge, true and correct in all material
respects and will not contain any material misstatements of fact or omit to state any material fact necessary to make the statements
contained therein not misleading. The Company will promptly notify Consultant if it learns of any material inaccuracy or misstatement
in, or material omission from any information thereto delivered to Agent. Consultant agrees to keep the Information confidential
and only to release the Information with the consent of the Company. Upon termination of this Agreement for whatever reason, Consultant
will return the Information (without keeping any copies thereof) forthwith on demand by the company.


 


1.3          Compensation


 


		a.	In consideration for the services to be rendered by the Consultant to the Company pursuant to this
Agreement, the Consultant shall be entitled to a fee of $10,000 payable to Michael D. Farkas which shall accrue in the event that
the Company is not in a position to pay on a monthly basis.



 


1.4          Termination


 


		a.	This Agreement can be terminated by either party on sixty (60) days written notice without cause



 


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ARTICLE
2


 


REPRESENTATIONS


 


2.1         Company
Representations


 


The
Company has all requisite corporate power and authority to enter into this Agreement and the transactions contemplated hereby.
This Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company and has been duly
executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company, enforceable in accordance
with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws).


 


2.2         Consultant
Representations


 


		a.	Consultant has all requisite power and authority to enter into this Agreement and the transactions
contemplated hereby. This Agreement has been duly executed and delivered by Consultant and constitutes a legal, valid and binding
agreement of Consultant, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy,
insolvency or similar laws).



 


		b.	The Consultant acknowledges and represents that it is experienced in evaluating and investing in
speculative, high risk and start-up companies and companies similar to the Company. The Consultant acknowledges and represents
that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks
of financial transactions.



 


ARTICLE
3


 


INDEMNIFICATION


 


3.1         Indemnification


 


The
Company agrees to indemnify and hold harmless Consultant, to the fullest extent permitted by law, from and against any and all
losses, claims, damages, liabilities, obligations, penalties, judgments, awards, costs, expenses and disbursements (and any and
all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements
in giving testimony or furnishing documents in response to a subpoena or otherwise, including, without limitation, the costs, expenses
and disbursements, as and when incurred, of investigating, preparing or defending any such action, suit, proceeding or investigation
(whether or not in connection with litigation in which Consultant is a party), directly or indirectly, caused by, relating to,
based upon, arising out of or in connection with Consultant’s acting for the Company, including, without limitation, any
act or omission by Consultant in connection with its acceptance of or the performance or nonperformance of its obligations under
the Agreement, or otherwise arising from this Agreement; provided,
however, that such indemnity agreement shall not apply to any portion of any such loss, claim, damage, liability, obligation,
penalty, judgment, award, cost, expense or disbursement to the extent it is found in a final judgment by a court of competent jurisdiction
(not subject to further appeal) to have resulted primarily from the negligence, gross negligence or willful misconduct of Consultant,
in which case Consultant shall indemnify the Company to the same extent as set forth herein with respect to the Company’s
indemnification obligations to the Consultant.


 


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These
Indemnification provisions shall be in addition to any liability which a party may otherwise have to the other party or the persons
indemnified below in this sentence and shall extend to the following: the parties and their respective affiliated entities, directors,
officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities law). All references
to a party in these indemnification provisions shall be understood to include any and all of the foregoing.


 


If
any action, suit, proceeding or investigation is commenced, as to which a party proposes to demand indemnification, it shall notify
the other party with reasonable promptness; provided,
however, that the indemnifying
party shall be relieved from its obligations hereunder to the extent a failure by the indemnified party to notify the indemnifying
party with reasonable promptness results in a significant increase in the indemnifying party’s obligations hereunder. The
indemnified party shall have the right to retain counsel of its own choice to represent it, which counsel shall be reasonably acceptable
to the indemnifying party, and the indemnifying party shall pay the reasonable fees, expenses and disbursements of such counsel;
and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the indemnifying party
and any counsel designated by the indemnifying party. The indemnifying party shall be liable for any settlement of any claim against
the indemnified party made with the indemnifying party’s written consent, which consent shall not be unreasonably withheld.
The indemnifying party shall not, without prior written consent of the indemnified party, settle or compromise any claim, or permit
a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as
a condition or term thereof, the giving by the claimant to the indemnified party of an unconditional and irrevocable release from
all liability in respect of such claim.


 


In
order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions
is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification
may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the
Company, on the one hand, and Consultant, on the other hand, shall contribute to the losses, claims, damages, obligations, penalties,
judgments, award, liabilities, costs, expenses and disbursements to which the indemnified persons may be subject in accordance
with the relative benefits received by the Company, on the one hand, and Consultant, on the other hand, in connection with the
statements, acts or omissions which resulted in such losses, claims, damages, obligations, penalties, judgments, awards, liabilities,
costs, expenses or disbursements and the relevant equitable considerations shall also be considered. No person found liable for
a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for such fraudulent
misrepresentation. Notwithstanding the foregoing, Consultant shall not be obligated to contribute any amount hereunder that exceeds
the amount of fees previously received by Consultant pursuant to the Agreement nor shall the Company be obligated to contribute
any amount hereunder that exceeds the amount of the net proceeds received by Company from transactions consummated with the advise
or other services of the Consultant as contemplated by this Agreement. Neither termination nor completion of the engagement of
Consultant referred to the above shall affect these indemnification provisions which shall continue to remain operative and in
full force and effect.


 


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ARTICLE
4


 


GENERAL


 


4.1         Interpretation
and Enforcement


 


		(a)	The benefits of this Agreement shall inure to the parties hereto, their respective successors and
assigns and to the indemnified parties hereunder and their respective successors and assigns and representatives, and the obligations
and liabilities assumed in this Agreement by the parties hereto shall be binding upon their respective successors and assigns.



 


		(b)	Each of the Company and Consultant (and, to the extent permitted by law, on behalf of their respective
equity holders and creditors) hereby knowingly, voluntarily and irrevocably waives any right it may have to a trial by jury in
respect of any claim based upon, arising out of or in connection with this Agreement and the transactions contemplated hereby.
Each of the Company and Consultant hereby certify that no representative or agent of the other party has represented expressly
or otherwise that such party would not seek to enforce the provisions of this waiver. Further, each of the Company and Consultant
acknowledges that each party has been induced to enter this Agreement by, inter alia, the provisions of this Section.



 


		(c)	If it is found in a final judgment by a court of competent jurisdiction (not subject to further
appeal) that any term or provision hereof is invalid or unenforceable, (i) the remaining terms and provisions hereof shall be unimpaired
and shall remain in full force and effect and (ii) the invalid or unenforceable provision or term shall be replaced by a term or
provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term
or provision.



 


		(d)	This Agreement embodies the entire agreement and understanding of the parties hereto and supersedes
any and all prior agreements, arrangements and understanding relating to the matters provided for herein. No alteration, waiver,
amendment, change or supplement hereto shall be binding or effective unless the same is set forth in writing signed by a duly authorized
representative of each party.



 


		(e)	This Agreement does not create, and shall not be construed as creating, rights enforceable by any
person or entity not a party hereto, except those entitled thereto by virtue of the indemnification provisions hereof. The Company
acknowledges and agrees that with respect to the services to be rendered by Consultant, Consultant is not and shall not be construed
as a fiduciary of the Company and shall have no duties or liabilities to the equity holders or creditors of the Company or any
other person by virtue of this Agreement and the retention of Consultant hereunder, all of which are hereby expressly waived. The
Company also agrees that Consultant shall not have any liability (including without limitation, liability for losses, claims, damages,
obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements resulting from any act or omission of
Consultant, whether direct or indirect, in contract, tort or otherwise) to the Company or to any person (including, without limitation,
equity holders and creditors of the Company) claiming through the Company for or in connection with the engagement of Consultant,
this Agreement and the transactions contemplated hereby, except for liabilities which arise as a result of the gross negligence
or willful misconduct of Consultant. The Company acknowledges that Consultant was induced to enter into this Agreement by, inter
alia, the provisions of this Section.



 


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4.2         Applicable
Law


 


The
validity and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of
the State of Florida applicable to agreements made and to be fully performed therein (excluding such state’s conflicts of
laws rules).


 


4.3         Counterparts


 


This
Agreement may be executed in any number of counterparts. Each executed counterpart shall be deemed to be an original. All executed
counterparts taken together shall constitute one Agreement.


 


IN
WITNESS WHEREAS, the parties have duly executed this Agreement as of the date first written above.


 


	Michael D. Farkas	 
	 	 	 
	By:	/s/ Michael D. Farkas	 
	 	Name: Michael D. Farkas	 
	 	Title: Consultant	 
	 	 
	Balance Labs, Inc.	 
	 	 	 
	By:	/s/ Ralph Perez	 
	 	Name: Ralph Perez	 
	 	Title: President	 


 


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