Exhibit
10.1


 


INDEPENDENT
CONSULTANT AGREEMENT


 


THIS
INDEPENDENT CONSULTANT AGREEMENT (the “Agreement”) is made effective as of [__] (the “Effective Date”)
above by and between Spine Injury Solutions, Inc., a Delaware corporation located at 600 Anton Boulevard, Suite 1100, Costa Mesa, CA
92626 (the “Company”), and [__] (the “Consultant”). For purposes hereof, the Company and Consultant
may collectively be referred to as the “Parties”.


 


BACKGROUND
INFORMATION


 


	A.	WHEREAS,
                                            the Company desires to retain Consultant to act as the Company’s Chief Technology Officer
                                            to provide the services as described on the attached Schedule A pursuant to the terms and
                                            conditions of this Agreement (the “Services”); and
	 	 
	B.	WHEREAS,
                                            Consultant desires to provide the Services to the Company upon the terms and subject to the
                                            conditions of this Agreement.



 


PROVISIONS


 


NOW,
THEREFORE, in consideration of the foregoing, of the mutual promises herein contained, and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


	1.	SERVICES,
                                            COMPENSATION, WARRANTY, REPRESENTATION.
	 	 
	1.1	Consultant
                                            agrees to provide the as set forth in the attached Schedule A (collectively, the “Services”).
                                            In addition, Consultant agrees to abide by the terms and conditions of all policies applicable
                                            to employees and consultant of the Company as may be adopted by the Company from time to
                                            time.
	 	 
	1.2	As
                                            full and complete compensation for the Services to be performed by Consultant pursuant to
                                            this Agreement, the Company agrees to award Consultant [__] shares of the Company’s
                                            common stock, par value $0.001 per share in accordance with the Restricted Award Agreement
                                            with a Grant date of [__]. The Company will also pay those expenses of Consultant which are
                                            incurred in connection with Consultant’s delivery of Services hereunder, provided such
                                            expenses are approved in advance by the Company. Consultant shall deliver to the Company
                                            copies of all expense receipts at the time of submission of invoices.
	 	 
	1.3	Consultant
                                            warrants that the Services to be provided under this Agreement shall be performed by Consultant
                                            in a professional manner conforming to generally accepted industry standards and practices.
	 	 
	2.	STATUS
                                            OF CONSULTANT. In performing the Services, nothing in this Agreement shall be construed
                                            to create the relationship of employer-employee, principal-agent or master-servant, either
                                            expressed or implied. Further, the relationship between the Parties is that of contract,
                                            Consultant being an independent contractor, free from interference or control by the Company
                                            in the performance of Services, subject only to the terms of this Agreement. Neither the
                                            Company nor Consultant has the authority to bind or incur any obligation for the other, and
                                            each agrees that Consultant will not hold itself out to any third party as having, or act
                                            toward any third party in any manner which would suggest that they have, any such authority.



 



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	3.	TAX
                                            AND INSURANCE. Consultant acknowledges that, as an independent contractor, Consultant
                                            is not covered by the Company’s workers’ or unemployment compensation insurance.
                                            Additionally, Consultant agrees that no withholding will be made by the Company for any Federal,
                                            state, local, Social Security, Medicare or other taxes (for any governmental or other agency)
                                            from any amounts paid to Consultant by the Company under this Agreement. Consultant further
                                            agrees to be solely and personally responsible for the payment of all such taxes from the
                                            compensation or other remuneration paid Consultant under this Agreement.
	 	 
	4.	TERM
                                            AND TERMINATION OF THE AGREEMENT.
	 	 
	4.1	The
                                            term of this Agreement shall commence as of the Effective Date and shall remain in effect
                                            until fifteen (15) days following the date that either Party gives the other written notice
                                            of termination. In the event of a breach of this Agreement by either Party which is not cured
                                            within five (5) days of its receipt of written notice thereof, this Agreement shall be immediately
                                            terminated.
	 	 
	4.2	In
                                            the event of the termination or expiration of this Agreement, the following provisions shall
                                            apply:



 


	 	(a)	Unless
                                            otherwise agreed upon in writing by the Parties, Consultant shall cease performing Services;
	 	 	 
	 	(b)	Consultant
                                            shall deliver to the Company all “Proprietary Information” (as defined
                                            in the Proprietary Information and Inventions Agreement between the Parties dated as of the
                                            Effective Date (the “Proprietary Information Agreement”), together with
                                            all copies thereof, in Consultant’s possession or under Consultant’s control
                                            and to certify in writing to the Company that all of such materials have so been returned;
                                            and
	 	 	 
	 	(c)	The
                                            Parties agree to cooperate fully and to provide promptly all information necessary or useful
                                            relating to the Proprietary Information.



 


	4.3	The
                                            duties and obligation of Sections 3, 4 and 5 of this Agreement shall survive the termination
                                            of this Agreement. Consultant will indemnify the Company for damages, liabilities and costs
                                            associated with Consultant’s breach of any of the provisions of this Agreement or the
                                            intentional acts of Consultant.
	 	 
	5.	MISCELLANEOUS.
	 	 
	5.1	Notices.
                                            Any notice or other communications required or permitted hereunder shall be in writing and
                                            shall be sufficiently given if personally delivered to it or sent by email, overnight courier
                                            or registered mail or certified mail, postage prepaid, addressed as follows:




 


If
to the Company, to:


 


c/o
Benjamin Tran


Spine
Injury Solutions, Inc.


600
Anton Boulevard, Suite 1100


Costa
Mesa, CA 92626


Email:
ben@btcmcorp.com


 


With
a copy to:


 





Laura
Anthony and Lazarus Rothstein


Anthony
L.G., PLLC


625
North Flagler Drive, Suite 600


West
Palm Beach, FL 33401


Email:
lanthony@anthonypllc.com and lrothstein@anthonypllc.com


 



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If
to Consultant to: 


 


[__]


Email:
[__]


 


or
such other addresses as shall be furnished in writing by any Party in the manner for giving notices hereunder, and any such notice or
communication shall be deemed to have been given (i) upon receipt, if personally delivered, (ii) on the day after dispatch, if sent by
overnight courier, (iii) upon dispatch, if transmitted by telecopy and receipt is confirmed by telephone and (iv) three (3) days after
mailing, if sent by registered or certified mail.


 


	5.2	This
                                            Agreement is based on the professional services of Consultant. No Services or rights or obligations
                                            associated therewith may be assigned or transferred by Consultant without the prior written
                                            consent of the Company. Any attempt by Consultant to assign or transfer any of the rights,
                                            duties, or obligations of this Agreement without the Company’s written consent is void.
	 	 
	5.3	Consultant
                                            understands and agrees that the Company may suffer irreparable harm in the event that Consultant
                                            breaches any of Consultant’s obligations under this Agreement or the Proprietary Information
                                            Agreement. Accordingly, Consultant agrees that, in the event of said breach, the Company,
                                            in addition to any other rights, remedies or damages available to it at law or in equity,
                                            the Company may be entitled to a temporary restraining order, preliminary injunction and
                                            permanent injunction in order to prevent or to restrain any such breach by Consultant.
	 	 
	5.4	This
                                            Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware.
                                            Each of the parties submits to the jurisdiction of any state or federal court sitting in
                                            Orange County, California, in any action or proceeding arising out of or relating to this
                                            Agreement and agrees that all claims in respect of the action or proceeding may be heard
                                            and determined by any such court. Each party also agrees not to bring any action or proceeding
                                            arising out of or relating to this Agreement in any other court. Each of the parties waives
                                            any defense of inconvenient forum to the maintenance of any action or proceeding so brought
                                            and waives any bond, surety, or other security that might be required of any other party
                                            with respect thereto. Consultant agrees and consents to venue in Orange County, California
                                            and to the in personam jurisdiction of the aforementioned courts.
	 	 
	5.5	This
                                            Agreement and the agreements referenced herein represent the sole and entire agreement between
                                            the parties and supersedes any and all prior agreements, negotiations, and discussions between
                                            the parties or their respective counsel with respect to the subject matters covered in this
                                            Agreement. This Agreement may be modified only by a writing signed by both parties.
	 	 
	5.6	If
                                            either party initiates proceedings for the other’s breach of this Agreement, the prevailing
                                            party shall recover attorneys’ fees and costs, including such fees and costs on any
                                            enforcement or appeal proceedings.
	 	 
	5.7	This
                                            Agreement may be executed in two counterparts, each of which shall constitute an original,
                                            but all of which together shall constitute one and the same document.
	 	 
	5.8	The
                                            term “Consultant” refers to the Consultant named above, the Consultant’s
                                            heirs, executors, guardians, administrators, successors, and assigns, and each of them, jointly
                                            and severally.



 


(Signatures
appear on following page.)


 




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IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective
Date.


 





	SPINE
  INJURY SOLUTIONS, INC.	 	 
	 	 	 	 
	 By:	 	 	 
	 	[__]	 	[__]





 







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INDEPENDENT
CONSULTANT AGREEMENT


 


SCHEDULE
A


 






	Description
    of Services: 	 	The
    following services will be performed on behalf the Company’s subsidiary, Bitech Mining Corporation:

     

    (a)   [__]



 



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