Exhibit
4.3


 


INDEPENDENT
CONSULTANT AGREEMENT


 


This
Independent Consultant Agreement (“Agreement”) is dated effective as of the 1st day of October, 2019 (the
“Effective Date”).


 


BETWEEN:


 


DRAGANFLY
INC., a company duly incorporated under the laws


of the Province of British Columbia with a business address at 2108


St. George Avenue,
Saskatoon, Saskatchewan S7M 0K7


 


(“Company”)


 


AND:


 


1502372
ALBERTA LTD., a corporation having an address at


L120, 2303 – 4 Street SW, Calgary, AB T2S 2S7


 


(“Consultant”)


 


AND:


 


CAMERON
CHELL, the principal of the Consultant


 


(“Principal”)


 


WHEREAS:


 


A.
The Consultant has considerable expertise in the general management of start-ups, financial and business matters; and


 


B.
The Company wishes to obtain, and the Consultant wishes to provide, certain services to the Company on the terms and conditions set
out in this Agreement;


 


NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration
(including but not limited to a signing bonus paid by the Company to the Consultant for this Agreement in the amount of CAD $50.00),
the receipt and sufficiency of which are hereby acknowledged, the Company, the Consultant and the Principal covenant and agree as follows:


 


	1.	SERVICES
    TO BE PROVIDED


 


	1.1	Commencing
    on the Effective Date, the Consultant shall provide executive services to the Company and, in this regard, the Consultant shall have
    the Principal hold the position of Chairman and Chief Executive Officer at the Company. Furthermore, commencing on the Effective
    Date the Consultant shall provide such services to the Company as are described in Schedule A to this Agreement (the “Services”).
    The Consultant shall also provide any other services not specifically mentioned in Schedule A, but which, by reason of the Consultant’s
    capability, the Consultant knows or ought to know are necessary to ensure that the best interests of the Company are maintained.


 






    	 



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	1.2	The
    Consultant shall provide all of the Services through the Principal, unless otherwise agreed in writing by the Company. The Consultant
    and the Principal undertake to make the Principal available to perform the Services required under this Agreement.
	 	 
	1.3	The
    Consultant shall perform the Services to the level of competence and skill one would reasonably expect from a company with the skills
    and experience similar to that of the Consultant. The Consultant shall devote sufficient working time, attention and ability in a
    timely manner to the Business of the Company (as defined herein), and to any associated company, as is reasonably necessary for the
    proper performance of the Services pursuant to this Agreement.
	 	 
	1.4	The
    Consultant will faithfully, honestly and diligently serve the Company, use its best efforts to promote the best interests of the
    Company and co-operate with the Company, and utilize maximum professional skill and care to ensure that the Services are rendered
    to the satisfaction of the Company.
	 	 
	1.5	The
    Consultant will comply with all applicable rules, laws and regulations, and all applicable Company policies (to the extent they have
    been provided to the Consultant by the Company), having application to the carrying out and performance of its obligations under
    this Agreement.
	 	 
	1.6	At
    all times while on the Company’s premises or representing the Company in any other location in connection with the provision
    of the Services, the Consultant will observe the Company’s rules and regulations with respect to conduct, health, safety and
    protection of persons and property.
	 	 
	2.	INDEPENDENT
    CONSULTANT RELATIONSHIP
	 	 
	2.1	It
    is expressly agreed that the Consultant’s relationship with the Company is that of an independent contractor in performing
    the Services under this Agreement, and nothing in this Agreement is intended to, or shall be construed to, create a partnership,
    agency, joint venture, employment or similar relationship either between the Consultant and the Company, or the Principal and the
    Company.
	 	 
	2.2	The
    Consultant and, where applicable, the Principal, shall file on a timely basis, all tax returns and payments required to be filed
    with or made to any federal or provincial tax authority with respect to the performance of the Services and the consideration therefor
    under this Agreement.
	 	 
	2.3	The
    Consultant is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing the Services.
	 	 
	2.4	The
    Consultant represents and warrants that the Consultant has the right to provide the Services to the Company without violation of
    obligations to others and that any advice, information and documents given by the Consultant to the Company under this Agreement
    may be used fully and freely by the Company, unless otherwise so designated orally or in writing by the Consultant at the time of
    communication of such information.


 




    	 



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	2.5	The
    Consultant and the Principal agree to indemnify and save harmless the Company and its directors, officers, employees, administrators
    and agents from:


 


	 	(a)	any
    and all liability for any premium, contribution, remittance, tax, assessment, penalty, interest, wages or any other amount of any
    kind whatsoever, arising under one or more statutes relating to income tax, Employment Insurance, Canada Pension Plan, workers’
    compensation, employment standards, human rights or any other similar statute of Canada or the Province of British Columbia that
    may arise in connection with the performance of the Services under this Agreement; and
	 	 	 
	 	(b)	any
    and all costs, charges, legal fees and expenses reasonably incurred by the Company or such persons identified in this section in
    connection with defending any civil, criminal, statutory or administrative action, proceeding or other remedy with respect to any
    such alleged liability.


 


	2.6	The
    Company will not be liable to the Consultant for any damages, liabilities, penalties, interest or costs suffered by the Consultant’s
    failure to make the statutorily required deductions or payments.
	 	 
	3.	CONSIDERATION
    FOR SERVICES
	 	 
	3.1	As
    compensation for carrying out the Services during the term of this Agreement, the Company agrees to pay to the Consultant a consulting
    fee in the amount of CAD $3,000 per month for the first four months, and then CAD $10,000 per month for the remainder of this Agreement
    or until any change is mutually agreed upon. All fees will be paid on a monthly basis upon submission of an invoice.
	 	 
	4.	TERM
    AND TERMINATION
	 	 
	4.1	This
    Agreement will commence on the Effective Date and will continue for twelve (12) months (“Term”), unless terminated
    in accordance with Section 4.3 or renewed in accordance with Section 4.2.
	 	 
	4.2	Notwithstanding
    Section 4.1, this Agreement will automatically be renewed for subsequent terms of twelve (12) months unless the Company provides
    written notice to the Consultant by no later than sixty (60) days prior to the last day of the applicable Term of its intention to
    not renew this Agreement. If this Agreement is renewed, the Company’s board of directors (“Board”) shall
    perform an annual review of compensation paid to the Consultant, at around the time of any renewal.


 




    	 



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	4.3	Notwithstanding
    Section 4.1, and notwithstanding any renewal under Section 4.2, this Agreement may be terminated at any time by:


 


	 	(a)	the
    Consultant giving at least sixty (60) days’ advance notice in writing to the Company;
	 	 	 
	 	(b)	the
    Company by giving at least sixty (60) days advance notice in writing to the Consultant; or
	 	 	 
	 	(c)	the
    Company without notice in the event that the Consultant: (i) breaches any term of this Agreement, (ii) neglects the Services or any
    other duty to be performed by the Consultant under this Agreement, (iii) engages in any conduct which is dishonest, or damages the
    reputation or standing of the Company, (iv) is convicted of any criminal act, (v) engages in any act of moral turpitude, (vi) files
    a voluntary petition in bankruptcy, or (vii) is adjudicated as bankrupt or insolvent.


 


	4.4	Upon
    termination of this Agreement for any reason, the Consultant shall promptly deliver the following in accordance with the directions
    of the Company:


 


	 	(a)	a
    final accounting, reflecting the balance of expenses incurred on behalf of the Company as of the date of termination; 
	 	 	 
	 	(b)	all
    documents pertaining to the Company or this Agreement, including, but not limited to, all Confidential Information, books of account,
    correspondence and contracts; and
	 	 	 
	 	(c)	all
    equipment and any other property belonging to the Company.


 


	4.5	If
    this Agreement is terminated for any reason set forth in Section 4, then the Consultant will be entitled to the fees earned to the
    effective date of termination and any expenses incurred on behalf of the Company prior to the effective date of termination which
    are otherwise reimbursable by the Consultant pursuant to the terms of this Agreement.
	 	 
	4.6	The
    definitions contained in this Agreement and the rights and obligations contained in this Section 4 and in Sections 5, 6, 7 and 8
    will survive any termination or expiration of this Agreement.
	 	 
	4.7	Upon
    the termination of this Agreement for whatever reason, upon the request of the Company, the Consultant shall cause the Principal
    to immediately resign, and the Principal shall so resign, without claim for compensation or severance of any kind whatsoever, from
    all offices and directorships held by the Principal in the Company or any affiliated company and in the event of their respective
    failure to do so the Company is hereby irrevocably authorized to appoint its designated person in their respective names and on their
    behalf to execute any documents and to do all things requisite to give effect thereto.
	 	 
	4.8	The
    Consultant shall not, at any time after the termination of this Agreement, represent itself as being in any way connected with or
    interested in the business of the Company.


 




    	 



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	5.	CONFIDENTIALITY


 


	5.1	For
    the purposes of this Agreement, “Confidential Information” means information, whether or not originated by the
    Consultant, that relates to the business or affairs of the Company, its affiliates, clients, sales personnel or suppliers and is
    confidential or proprietary to, about or created by the Company, its affiliates, clients or suppliers (whether or not reduced to
    writing or designated or marked as confidential), including, but not limited to, the following:


 


	 	(a)	any
    technical and non-technical information related to the Company’s business and current, future and proposed products and services
    of the Company, including, without limitation, Company Innovations (as defined herein), Company Property (as defined herein) and
    the Company’s information concerning research, development, design and product details and specifications, financial information,
    procurement requirements, engineering and manufacturing information, and business plans;
	 	 	 
	 	(b)	information
    relating to strategies, research, communications, business plans and financial data of the Company;
	 	 	 
	 	(c)	any
    information of or regarding the Company and its business which is not readily publicly available;
	 	 	 
	 	(d)	work
    product resulting from or related to work or projects performed, or to be performed, for the Company or its affiliates, including,
    but not limited to, the methods, processes, procedures, analysis, techniques and audits used in connection therewith;
	 	 	 
	 	(e)	any
    intellectual property contributed to the Company, and any other technical and business information of the Company and its affiliates
    which is of a confidential, trade secret and/or proprietary character;
	 	 	 
	 	(f)	marketing
    and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques,
    methods of obtaining business, forecasts and forecast assumptions and volumes, current and prospective client lists, and future plans
    and potential strategies of the Company that have been or are being discussed;
	 	 	 
	 	(g)	information
    belonging to third parties or which is claimed by third parties to be confidential or proprietary and which the Company has agreed
    to keep confidential; and
	 	 	 
	 	(h)	any
    other information that becomes known to the Consultant as a result of this Agreement or the services performed hereunder, including
    information received by the Company from others, that the Consultant, acting reasonably, believes is confidential information or
    that the Company takes measures to protect.


 




    	 



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	5.2	The
    Consultant’s obligations under this Section 5 do not apply to any Confidential Information that the Consultant can demonstrate:
    (a) was in the public domain at or subsequent to the time the Confidential Information was communicated to the Consultant by the
    Company through no fault of the Consultant; (b) was rightfully in the Consultant’s possession free of any obligation of confidence
    at or subsequent to the time the Confidential Information was communicated to the Consultant by the Company; or (c) was independently
    developed by the Consultant without use of, or reference to, any Confidential Information communicated to the Consultant by the Company.
    A disclosure of any Confidential Information by Consultant in response to a valid order by a court or other governmental body or
    as otherwise required by law will not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes,
    provided, however, that the Consultant provides prompt prior written notice thereof to the Company to enable the Company to seek
    a protective order or otherwise prevent the disclosure
	 	 
	5.3	The
    Consultant acknowledges that the Confidential Information is a valuable and unique asset of the Company and that the Confidential
    Information is and will remain the exclusive property of the Company. The Consultant agrees to maintain securely and hold in strict
    confidence all Confidential Information received, acquired or developed by the Consultant or disclosed to the Consultant as a result
    of or in connection with the Services. The Consultant and the Principal agree that, both during and after the termination of this
    Agreement, the Consultant and the Principal will not, directly or indirectly, divulge, communicate, use, copy or disclose or permit
    others to use, copy or disclose, any Confidential Information to any person, except as such disclosure may be consented to by prior
    written authorization of the board of directors of the Company.
	 	 
	5.4	The
    Consultant may use the Confidential Information solely to perform the Services for the benefit of Company. The Consultant shall treat
    all Confidential Information with the same degree of care as the Consultant accords to the Consultant’s own confidential information,
    but in no case shall the Consultant use less than reasonable care. The Consultant shall immediately give notice to the Company of
    any unauthorized use or disclosure of the Confidential Information. The Consultant shall assist the Company in remedying any unauthorized
    use or disclosure of the Confidential Information.
	 	 
	5.5	All
    Confidential Information and any materials and items (including, without limitation, software, equipment, tools, artwork, documents,
    drawings, papers, diskettes, tapes, models, apparatus, sketches, designs and lists) that the Company furnishes to the Consultant,
    whether delivered to the Consultant by the Company or made by the Consultant in the performance of the Services, and whether or not
    they contain or disclose Confidential Information (collectively, the “Company Property”), are the sole and exclusive
    property of the Company or the Company’s affiliates, suppliers or customers. The Consultant agrees to treat the Company Property
    with the same degree of care as the Consultant treats its own property, but in no case shall the Consultant use less than reasonable
    care. Within five (5) days after any request by the Company, the Consultant shall destroy or deliver to the Company, at the Company’s
    option: (a) all Company Property and (b) all materials and items in the Consultant’s possession or control that contain or
    disclose any Confidential Information. The Consultant will provide the Company a written certification of the Consultant’s
    compliance with the Consultant’s obligations under this Section 5.5.


 




    	 



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	5.6	During
    the term of this Agreement, the Consultant will not accept work, enter into a contract or accept an obligation in breach of the Consultant’s
    obligations under Section 7 of this Agreement, or the scope of the Services to be rendered for the Company under this Agreement.
    The Consultant warrants that, to the best of the Consultant’s knowledge, there is no other existing contract or duty on the
    Consultant’s part that conflicts with or is inconsistent with this Agreement.
	 	 
	5.7	The
    Consultant represents and warrants that the Consultant has not used and will not use, while performing the Services, any materials
    or documents of another company which the Consultant is under a duty not to disclose. The Consultant understands that, while performing
    the Services, the Consultant shall not breach any obligation or confidence or duty the Consultant may have to any current or former
    client or employer. The Consultant represents and warrants that it will not, to the best of its knowledge and belief, use or cause
    to be incorporated in any of the Consultant’s work product, any data software, information, designs, techniques or know-how
    which the Consultant or the Company does not have the right to use.
	 	 
	5.8	The
    Consultant will indemnify and hold harmless the Company from and against any and all third party claims, suits, actions, demands
    and proceedings against the Company and all losses, costs, damages, expenses, fees and liabilities related thereto arising out of
    or related to: (a) an allegation that any item, material or other deliverable delivered by the Consultant under this Agreement infringes
    any intellectual property rights or publicity rights of a third party; (b) an alleged breach by the Consultant of any agreement between
    the Consultant and any third party; or (c) any negligence by the Consultant or any other act or omission of the Consultant, including,
    without limitation, any breach of this Agreement by the Consultant.
	 	 
	6.	DISCLOSURE
    AND ASSIGNMENT OF WORK RESULTING FROM PROVISION OF SERVICES.
	 	 
	6.1	In
    this Agreement, “Innovations” means all discoveries, designs, developments, improvements, inventions (whether
    or not protectable under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not
    protectable under copyright laws), trade secrets, know-how, ideas (whether or not protectable under trade secret laws), mask works,
    trademarks, service marks, trade names and trade dress. “Company Innovations” means Innovations that: (a) result
    or derive from the provision of the Services or from the Consultant’s knowledge or use of Confidential Information; (b) are
    conceived or made by the Consultant (individually or in collaboration with others) in the course of provision of the Services; (c)
    result from or derive from the use or application of the resources of the Company, its affiliates or suppliers; (d) relate to the
    Business of the Company or to actual or demonstrably anticipated research and development by the Company or its affiliates; or (e)
    the Consultant, solely or jointly with others, creates, derives, conceives, develops, makes or reduces to practice during the Term.


 




    	 



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	6.2	All
    Company Innovations shall be the exclusive property of the Company and the Company shall have sole discretion to deal with Company
    Innovations. The Consultant agrees that no intellectual property rights in the Company Innovations are or shall be retained by the
    Consultant. For greater certainty, all work done during the Term by the Consultant for the Company or its affiliates is the sole
    property of the Company or its affiliates, as the case may be, as the first author for copyright purposes and in respect of which
    all copyright shall vest in the Company or the relevant affiliate, as the case may be.
	 	 
	6.3	The
    Consultant agrees to maintain adequate and current records of all Company Innovations, which records shall be and remain the property
    of the Company. The Consultant agrees to promptly disclose and describe to the Company all Company Innovations. The Consultant hereby
    does and will irrevocably assign to the Company or the Company’s designee all of the Consultant’s right, title and interest
    in and to any and all Company Innovations and all associated records.
	 	 
	6.4	In
    consideration of the benefits to be received by the Consultant under the terms of this Agreement, the Consultant hereby irrevocably
    sells, assigns and transfers, and agrees in the future to sell, assign and transfer all right, title and interest in and to the Company
    Innovations and intellectual property rights therein, including, without limitation, all patents, copyright, industrial design, circuit
    topography and trademarks, and any goodwill associated therewith in Canada, the United States and worldwide to the Company and the
    Consultant shall hold all the benefits of the rights, title and interest mentioned above in trust for the Company prior to the assignment
    to the Company, save and except for any moral rights which the Consultant shall waive. To the extent any of the rights, title and
    interest in and to Company Innovations cannot be assigned by the Consultant to the Company, the Consultant hereby grants to the Company
    an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple
    tiers of sublicensees) to fully use, practice and exploit those non-assignable rights, title and interest, including, but not limited
    to, the right to make, use, sell, offer for sale, import, have made, and have sold, the Company Innovations. To the extent any of
    the rights, title and interest in and to the Company Innovations can neither be assigned nor licensed by the Consultant to the Company,
    the Consultant hereby irrevocably waives and agrees never to assert the non-assignable and non-licensable rights, title and interest
    against the Company, any of the Company’s successors in interest, or any of the Company’s customers.
	 	 
	6.5	The
    Consultant agrees to perform, during and after the Term, all acts that the Company deems necessary or desirable to permit and assist
    the Company, at its expense, in obtaining, perfecting and enforcing the full benefits, enjoyment, rights and title throughout the
    world in the Company Innovations as provided to the Company under this Agreement. If the Company is unable for any reason to secure
    the Consultant’s signature to any document required to file, prosecute, register or memorialize the assignment of any rights
    under any Company Innovations as provided under this Agreement, the Consultant hereby irrevocably designates and appoints the Company
    and the Company’s duly authorized officers and agents as the Consultant’s agents and attorneys-in-fact to act for and
    on the Consultant’s behalf and instead of the Consultant to take all lawfully permitted acts to further the filing, prosecution,
    registration, memorialization of assignment, issuance and enforcement of rights in, to and under the Company Innovations, all with
    the same legal force and effect as if executed by the Consultant. The foregoing is deemed a power coupled with an interest and is
    irrevocable.


 




    	 



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	6.6	If
    the Consultant incorporates or permits to be incorporated any Innovations relating in any way, at the time of conception, reduction
    to practice, creation, derivation, development or making of the Innovation, to the Company’s business or actual or demonstrably
    anticipated research or development but which were conceived, reduced to practice, created, derived, developed or made by the Consultant
    (solely or jointly) either unrelated to the Consultant’s work for Company under this Agreement or prior to the Effective Date
    (collectively, the “Out-of-Scope Innovations”) into any of the Company Innovations, then the Consultant hereby
    grants to the Company and the Company’s designees a royalty-free, transferable, irrevocable, worldwide, fully paid-up license
    (with rights to sublicense through multiple tiers of sublicensees) to fully use, practice and exploit all patent, copyright, moral
    right, mask work, trade secret and other intellectual property rights relating to the Out-of-Scope Innovations. Notwithstanding the
    foregoing, the Consultant agrees that the Consultant shall not incorporate, or permit to be incorporated, any Innovations conceived,
    reduced to practice, created, derived, developed or made by others or any Out-of-Scope Innovations into any Company Innovations without
    the Company’s prior written consent.
	 	 
	7.	NON-INTERFERENCE
    WITH BUSINESS
	 	 
	7.1	In
    this Agreement, “Business of the Company” means the business of manufacturing search and navigation equipment
    within the commercial UAV space.
	 	 
	7.2	The
    Consultant agrees that, during the Term, the Consultant will not, on its own behalf or on behalf of or in connection with any third
    party, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employer, employee, principal, agent,
    director, officer, joint venturer, partner, shareholder or other equity holder, lender or other debt holder, independent contractor,
    licensor, licensee, franchisor, franchisee, distributor, consultant, financier, supplier or trustee, or by or through any company,
    cooperative, partnership, trust, unincorporated association or otherwise, anywhere in North America:



 


	 	(a)	carry
    on, be engaged in, have any financial or other interest in or be otherwise commercially involved in any endeavour, activity or business
    which is in competition with the Business of the Company;
	 	 	 
	 	(b)	canvass
    or solicit the business of (or procure or assist the canvassing or soliciting of the business of) any customer, prospective customer
    or supplier of the Company to supply or purchase any goods or services that are substantially the same as or in competition with
    goods or services supplied in the Business of the Company;
	 	 	 
	 	(c)	accept
    (or procure or assist the acceptance of) any business from any customer, prospective customer, sales personnel or supplier that is
    substantially the same as or in competition with the Business of the Company; or
	 	 	 
	 	(d)	supply
    (or procure or assist the supply of) any goods or services to any customer, prospective customer, sales personnel or supplier that
    are substantially the same as or in competition with the goods or services supplied in the Business of the Company.


 




    	 



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	7.3	During
    the Term, and for a period of twelve (12) months immediately following the termination or expiration of this Agreement, the Consultant
    agrees not to solicit or induce any customer, prospective customer, supplier, sales personnel, employee or independent contractor
    involved with the Company to terminate or breach any employment, contractual or other relationship with Company, or to otherwise
    discontinue or alter such third party’s relationship with the Company.
	 	 
	7.4	During
    the Term, and for a period of twelve (12) months immediately following the termination or expiration of this Agreement, the Consultant
    agrees not to, on its own behalf or on behalf of or in connection with any third party, directly or indirectly, in any capacity whatsoever,
    engage in any pattern of conduct that involves the making or publishing of written or oral statements or remarks (including without
    limitation the repetition or distribution of derogatory rumours, allegations, negative reports or comments) which are disparaging,
    deleterious or damaging to the integrity, reputation or goodwill of the Company or any of its affiliates, officers, directors, employees,
    consultants or advisors.
	 	 
	8.	GENERAL
	 	 
	8.1	This
    Agreement contains the entire Agreement and obligation between the parties with respect to its subject matter. No amendment to this
    Agreement will be valid or effective unless in writing and signed by all of the parties.
	 	 
	8.2	The
    Principal undertakes to ensure the Consultant fulfills all of its obligations under this Agreement, and not to do anything which
    would impair or prejudice the Consultant’s ability to do so. The Principal shall be jointly and severally liable with the Consultant
    for any breach by the Consultant of this Agreement. The Principal agrees that he is bound, along with the Consultant, in respect
    of the Consultant’s obligations in Sections 5, 6 and 7 of this Agreement.
	 	 
	8.3	The
    Consultant’s obligations under this Agreement are of a unique character that gives them particular value, and that the breach
    of any of these obligations will cause irreparable and continuing damage to the Company for which money damages are insufficient.
    The Company is entitled to injunctive relief, a decree for specific performance, and all other relief as may be proper (including
    money damages if appropriate), without the need to post a bond.
	 	 
	8.4	The
    Consultant and the Principal acknowledge that the restrictions contained in Sections 5, 6 and 7 are, in view of the nature of the
    Business of the Company, reasonable and necessary to protect the legitimate interests of the Company, that the Company would not
    have entered into this Agreement in the absence of such restrictions and that any violation of any provision of those Sections could
    result in irreparable injury to the Company. The Consultant agrees that, in the event it violates any of the restrictions referred
    to in Section 5, 6 and 7, the Company shall be entitled to such injunctive relief or other remedies at law or in equity which the
    Court deems fit.


 




    	 



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	8.5	The
    Consultant expressly acknowledges that this Agreement is reasonable and valid in all respects and irrevocably waives (and irrevocably
    agrees not to raise) as a defence any issue of reasonableness in any proceeding to enforce any provision of this Agreement, the intention
    of the parties being to provide for the legitimate and reasonable protection of the interests of the Company by providing, without
    limitation, for the broadest scope, the longest duration and the widest territory allowable by law.
	 	 
	8.6	The
    Consultant agrees to indemnify the Company from all losses, claims, actions, damages, assessments or demands (including reasonable
    legal fees and expenses) which result from negligent acts or omissions of the Consultant in providing the Services. Notwithstanding
    the foregoing, the Company agrees that the Consultant will be covered by the Company’s Directors & Officers and Employment
    Practices Liability Insurance, once such insurance is obtained by the Company.
	 	 
	8.7	Any
    notice, request, demand or other communication hereunder shall be in writing and shall be delivered as follows, with notice deemed
    given as indicated: (a) by personal delivery, when actually delivered; (b) by overnight courier, upon written verification of receipt;
    (c) by facsimile or email, when sent, if sent during normal business hours of the recipient, and if not sent during normal business
    hours, then on the recipient’s next business day; or (e) by certified or registered mail, return receipt requested, upon verification
    of receipt. Notice to the Principal may be given at the same address as shown for the Consultant. Notice shall be sent to the addresses
    set forth on the first page of this Agreement or to such other address as the parties may advise each other in writing from time
    to time in accordance with this Section 8.7.
	 	 
	8.8	The
    Company and the Consultant will be responsible for all of their own expenses, legal and other professional fees, disbursements, and
    all other costs incurred in connection with the negotiation, preparation, execution and delivery of this Agreement and all documents
    and instruments relating hereto. The parties agree that they have had adequate opportunity to seek independent legal advice with
    respect to the subject matter of this Agreement, and have either obtained such advice or consciously chosen not to do so with full
    knowledge of the risks associated with not obtaining such legal advice.
	 	 
	8.9	If
    any provision of this Agreement, including as to term or geographical area, is held to be illegal, invalid or unenforceable under
    present or future laws by any court of competent jurisdiction, such illegality, invalidity or unenforceability shall not affect the
    legality, enforceability or validity of any other provisions of this Agreement or of the same provision as applied to any other fact
    or circumstance, and such illegal, unenforceable or invalid provision shall be modified to the minimum extent necessary to make such
    provision legal, valid or enforceable.
	 	 
	8.10	Time
    shall be of the essence of this Agreement.


 




    	 



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	8.11	Except
    as specifically permitted herein, the Consultant will not sell, assign or transfer any rights or interests created under this Agreement
    or delegate any of the Consultant’s duties without the prior written consent of the Company.
	 	 
	8.12	The
    headings in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation
    of this Agreement. Wherever the singular or masculine or neuter is used in this Agreement, the same shall be construed as meaning
    the plural or feminine or a body politic or corporate and vice versa where the context so requires.
	 	 
	8.13	The
    parties agree that this Agreement is effective as of the Effective Date, and the parties agree that there is fresh, sufficient consideration
    for this Agreement. The parties waive the ability to claim that: (i) this Agreement is void for lack of fresh, sufficient consideration,
    and (ii) this Agreement is not effective as of the Effective Date.
	 	 
	8.14	This
    Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, and the federal laws
    of Canada applicable therein, and each of the parties irrevocably submit to the exclusive jurisdiction of courts of competent jurisdiction
    in the Province of British Columbia, without reference to its conflicts of law jurisprudence, in respect of any dispute or claim
    arising out of this Agreement or any legal obligation between the parties. Notwithstanding the foregoing, the Company may enforce
    any obligation of the Consultant or the Principal which continues after the Consultant ceases providing the Services under this Agreement
    in any court of competent jurisdiction.
	 	 
	8.15	This
    Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together
    shall be deemed to constitute one and the same instrument. Counterparts may be executed either in original or electronic form and
    each of the parties to this Agreement agree that any signature delivered by electronic transmission will be deemed to be the original
    signature of the delivering party.
	 	 
	8.16	Unless
    otherwise provided, all dollar amounts referred to in this Agreement are in lawful money of Canadian.


 


(Signature
page follows)


 




    	 



    	- 13 -



    

 


IN
WITNESS WHEREOF, the parties have signed this Agreement as of the day and year first written above.


 


	DRAGANFLY INC.	 	1502372 ALBERTA LTD.
	by its authorized signatory	 	by its authorized signatory
	 	 	 
	 	/s/ Paul Sun	 	 	/s/ Cameron Chell
	Name:	Paul Sun	 	Name:	Cameron Chell
	Title:	Chief Financial Officer	 	Title:	
	 	 	 	 	 
	 	 	 	/s/  Cameron Chell
	 	 	 	CAMERON CHELL
	 	 	 	Principal of 1502372 ALBERTA LTD.


 




    	 



     


    

 


SCHEDULE
A


 


SERVICES


 


Defined
terms used but not otherwise defined in this Schedule A have the meaning ascribed thereto in the Independent Consultant Agreement dated
effective October 1, 2019 (the “Agreement”) between Cameron Chell (“Consultant”) and Draganfly
Innovations Inc. (the “Company”) of which this Schedule A forms part.


 


The
Services to be provided by the Consultant under the Agreement are as follows:


 


	 	1.	Communicating,
    on behalf of the Company, with shareholders, government entities, and the public
	 	2.	Leading
    the development of the Company’s short- and long-term strategy
	 	3.	Creating
    and implementing the Company or organization’s vision and mission
	 	4.	Maintaining
    awareness of the competitive market landscape, expansion opportunities, industry developments, etc.
	 	5.	Ensuring
    that the Company maintains high social responsibility wherever it does business
	 	6.	Assessing
    risks to the Company and ensuring they are monitored and minimized
	 	7.	Setting
    strategic goals and making sure they are measurable and describable