Exhibit 10.3


 


EMPLOYMENT
AGREEMENT


 


This Employment Agreement
is made effective November 17, 2021, by and between DON
SMITH ("EMPLOYEE") and
TRIBAL RIDES INTERNATIONAL, Inc. ("Company") . Employee and Company shall be collectively
referred to as the Parties.


 


RECITALS:


 


WHEREAS, Company desires
to obtain certain know-how and expertise from Employee, and Employee can provide
and desires to provide such services to Company; 


 


WHEREAS, Company
has spent significant time, effort, and money to develop certain Proprietary Information (as defined below), which Company considers vital
to its business and goodwill, and desires to hire Employee to help the Company with its financial strategy, reporting, sales and business
development efforts;


 


NOW, THEREFORE, the
Parties agree as follows:


 


AGREEMENT:


 


1.           
Duties. Employee shall perform those services (“Services”) as reasonably requested by the
Company from time to time, including but not limited to the Services described on Exhibit A attached hereto. Employee shall devote
Employee's commercially reasonable efforts and attention to the performance of the Services for the Company on a timely basis. Employee
shall also make himself available to answer questions, provide advice and provide Services to the Company upon reasonable request and
notice from the Company.


 


2.           
Employee. It is understood and agreed, and it is the intention of the Parties, that Employee is an employee
of the Company for any purposes whatsoever. Employee is skilled in providing the Services. To the extent necessary, Employee hereby represents,
warrants and covenants that Employee has the right, power and authority to enter in to this Agreement and that neither the execution nor
delivery of this Agreement, nor the performance of the Services by Employee will conflict with or result in a breach of the terms, conditions
or provisions of, or constitute a default under, any contract, covenant or instrument under which Employee is now or hereinafter becomes
obligated. The exact manner by which the Services are to be performed and the hours to be worked by Employee
shall be determined by Company, who may offer suggestions and will notify of Employee in advance of meetings or appointments where Employee’s
attendance is required. Employee will obtain prior approval from
the Company for scheduling meetings or appointments requiring Company participation.


 


3.           
Compensation, Benefits, Expenses.




 


		a.	Compensation. As consideration of the Services to be rendered hereunder,
the Company shall pay Employee the Compensation described in this section and summarized on Exhibit A attached hereto.



 


		i.	Compensation and Vesting Schedule Compensation to consist of cash
and stock.  Initial cash compensation is $3500 per month.  Additionally, company will reserve and issue 1 million shares of
restricted common stock for 2022.  The stock will vest at the rate of 1/12th per month (83,333 shares). Employee is a
“at-will” employment. Company will cause a share certificate to be issued for the vested shares each six months with accompanying
documentation so employee can obtain the necessary legal opinions to clear and deposit the stock into his account. Employee will be subject
to all SEC rules as an officer/insider of the company related to any stock sales.



 


 


 


 






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		ii.	Continuous Relationship with the Company Required. Except as otherwise
provided in this Section 3, vesting will not occur unless the Employee is, and has been at all times since the Grant Date, has been
an employee or consultant to the Company or any parent or subsidiary of the Company.



 


		b.	Expense Reimbursement. Company shall promptly reimburse Employee
for any reasonable costs and expenses incurred by Employee regarding any Services specifically requested by Company and performed by Employee
pursuant to this Agreement. Each such expenditure or cost shall be reimbursed only if: (i) with respect to costs over $250, individually,
Employee receives prior approval from the Company’s CEO or President or other executive for such expenditure or cost, and (ii) with
respect to costs in less than $250, individually, provided Employee furnishes to Company adequate records and other documents reasonably
acceptable to Company evidencing such expenditure or cost.



 


 4.           
 Proprietary Information; Work Product; Non-Disclosure.




 


		i.	Defined. Company has conceived, developed and owns, and continues
to conceive and develop, certain property rights and information, including but not limited to its business plans and objectives, client
and customer information, financial projections, marketing plans, marketing materials, logos, and designs, and technical data, inventions,
processes, know-how, algorithms, formulae, databases, computer programs, computer software, user interfaces, source codes, object codes,
architectures and structures, layouts, development tools and instructions, templates, and other trade secrets, intangible assets and industrial
or proprietary property rights which may or may not be related directly or indirectly to Company's business and all documentation, media
or other tangible embodiment of or relating to any of the foregoing and all proprietary rights therein of Company (all of which are hereinafter
referred to as the "Proprietary Information"). Although certain information may be generally known in the relevant industry,
the fact that Company uses it may not be so known. In such instance, the knowledge that Company uses the information would comprise Proprietary
Information. Furthermore, the fact that various fragments of information or data may be generally known in the relevant industry does
not mean that the way the Company combines them, and the results obtained thereby, are known. In such instance, that would also comprise
Proprietary Information.



 


		ii.	General Restrictions on Use. Employee agrees to hold all Proprietary
Information in confidence and not to, directly or indirectly, disclose, use, copy, publish, summarize, or remove from Company's premises
any Proprietary Information (or remove from the premises any other property of Company), except (i) during the relationship to the extent
authorized and necessary to carry out Employee's responsibilities under this Agreement, and (ii) after termination of the relationship,
only as specifically authorized in writing by Company. Notwithstanding the foregoing, such restrictions shall not apply to information
which Employee can show was rightfully in Employee's possession at the time of disclosure by Company; information which Employee can show
was received from a third party who lawfully developed the information independently of Company or obtained such information from Company
under conditions which did not require that it be held in confidence; or information which, at the time of disclosure, is generally available
to the public.



 


		iii.	Incidents and Further Assurances. Company may obtain and hold in
its own name copyrights, registrations, and other protection that may be available to the Employee. Employee agrees to provide any assistance
required to perfect such protection. Employee agrees to take sure further actions and execute and deliver such further agreements and
other instruments as Company may reasonably request to give effect to this Section 4.



 


		iv.	Return of Proprietary Information. Upon termination of this Agreement,
Employee shall upon request by the Company promptly deliver to Company at Company’s sole cost and expense, all designs, drawings,
blueprints, manuals, specification documents, documentation, source or object codes, storage media, letters, notes, notebooks, reports,
flowcharts, and all other materials in its possession or under its control relating to the Proprietary Information and/or Services, as
well as all other property belonging to Company which is then in Employee's possession or under its control. Notwithstanding the foregoing,
Employee shall retain ownership of all works owned by Employee prior to commencing work for Company hereunder, subject to Company's nonexclusive,
perpetual, paid up right and license to use such works with its use of the Services and any Work Product.



 


 


 


 






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		v.	Remedies/Additional Confidentiality Agreements. Nothing in this Section
4 is intended to limit any remedy of Company under applicable state or federal law. At the request of Company, Employee shall also execute
Company's standard "Confidentiality Agreement" or similarly named agreement as such agreement is currently applied to and entered
into by Company's most recent employees.



 


		vi.	Disclosure. Employee must disclose any
outside activities or interests, including ownership or participation in the development of prior inventions, that conflict or may conflict
with the best interests of Company. Prompt disclosure is required
under this paragraph if the activity or interest is related directly
or indirectly to the existing or planned business of Company.



 


		vii.	Survival.  The confidentiality and non-disclosure
provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.



 


		viii.	Publicity. The Company shall, with prior written approval by Employee,
have the right to use the name, biography and picture of Employee on the Company’s website, marketing and advertising materials.



 


		ix.	Support Services Provided by Company. Company
shall provide the following support staff, office space,
and services support to Employee while on Company premises ("Premises")
all available services and qualified personnel as is reasonably needed.



 


		x.	Services Provided by Employee’s Employees
or Agents. Employee's employees, independent contractors or agents if any, who perform services for the Company under this Agreement,
directly or indirectly, shall
also be bound by the provisions of this Agreement. Employee shall make take all necessary steps to effect compliance
with this condition of the Agreement. 



 


		xi.	Insurance.
Employee shall be responsible for his own insurance unless provided by the Company.



 


		xii.	Termination. Either party may terminate
this Agreement at any time, with or without cause 



 


		xiii.	No Waiver. The waiver or failure of
either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy
to which the party may be entitled.



 


		xiv.	Entire Agreement. The terms and conditions
set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect
to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement
that are not set forth herein. No change can be made to this Agreement
other than in writing and signed by both parties.



 


		xv.	Governing Law and Venue. This Agreement
shall be construed and enforced according to state law and any dispute under this Agreement must be brought in a court within the Company’s
jurisdiction, unless the parties agree to mediate any dispute.



 


		xvi.	Severability.
                                            If any term of this Agreement is held by a court of competent jurisdiction to
                                            be invalid or unenforceable, then this Agreement, including all of the remaining terms, will
                                            remain in full force and effect as if such invalid or unenforceable term had never been included.



 


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


 


	TRIBAL RIDES INC.	 	EMPLOYEE:
	 	 	 
	/s/ Joseph Grimes	 	/s/ Don Smith
	By: Joseph Grimes, President	 	Don Smith
	 	 	 
	COMPANY:	 	EMPLOYEE:
	Tribal Rides Inc	 	DON SMITH
	2606 Acero	 	6279 Laramie Circle
	Mission
Viejo, CA, 92691	 	Chattanooga, TN 37421
	joeg@tribalrides.us	 	don@protax1.com



 








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EXHIBIT
A


 


Employee will have the
following primary objectives which may change from time to time for the best interest of the company:


 


		1.	At the direction of the CEO, to provide functions as the company CFO



		2.	Work
with the auditor and present options for increasing the book value of company patents.



		3.	Review
and approve for CEO signature the company’s financial reports and filings.



		4.	Participate
and lead where necessary the process of finding, adding to, working with financial partners - reviewing and negotiating $$ and funding.



		5.	Help
the company find new acquisitions and strategic partners. Configure and help negotiate the best deal for the company’s success.



		6.	Help
configure budgets and financial strategies.



		7.	Be
part of the company’s PR strategy in press releases, media interviews and coverage.



 





 



 


COMPENSATION:


 


		1.	$3500 per month salary paid in 2 pay periods per month. From November 17, 2021 – December
31, 2021, the gross amount will be paid to Emerald Palms LLC (dons consulting company). Effective January 1, 2022, the company will engage
payroll services and Don’s compensation will be paid individually via W2 and subject to withholding taxes. Salary will be revisited
upon a major funding event, and/or contributions to company.



		2.	Commission/Bonus –It is understood that the company does not have a formal program and both
parties agree to work in good faith to find the appropriate model.



		3.	Reimbursement for phone and general expenses. Receipts to be provided.



		4.	As long as employed by Tribal Rides International, Don Smith will be compensated at a rate of
1,000,000 shares of XNDA restricted stock awarded as a major part of the compensation agreement per year for 2022, 2023, and 2024. Totaling
3 million shares. This doesn’t exclude Don Smith from other stock option plans. 



 


 


 


 


 


 


 


 






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