Exhibit 10.1


 


This Consulting Agreement, dated effective August
__, 2015 (this “Agreement”), is made and entered into by and between Rx Safes, Inc. (the “Company”) and
Faruk Okcetin (the “Consultant”).


 


ARTICLE
1 


SCOPE
OF WORK


 


1.1     Services.
The Company has engaged the Consultant to provide services in connection with the Company’s sale and
distribution of its flagship Rx DrugSAFE product as well as creating opportunities for other products and solutions the
Company may offer now or in the future, collectively referred to as the “Products”. Consultant will introduce the
Company to sales opportunities, strategic partners and such other services as the Company and Consultant may deem appropriate
(collectively, the “consulting services”).


 


1.2     Time
and Availability. Consultant shall have discretion in selecting the dates and times it performs such consulting services
throughout the month giving due regard to the needs of the Company’s business.


 


1.3     Confidentiality.
In order for Consultant to perform the consulting services, it may be necessary for the Company to provide Consultant with
Confidential Information (as defined below) regarding the Company’s business and products. The Company will rely
heavily upon Consultant’s integrity and prudent judgment to use this information only in the best interests of the
Company.


 


1.4     Standard
of Conduct. In rendering consulting services under this Agreement, Consultant shall conform to high professional standards of
work and business ethics. Consultant shall not use time, materials, or equipment of the Company without the prior written
consent of the Company. In no event shall Consultant take any action or accept any assistance or engage in any activity that
would result in any university, governmental body, research institute or other person, entity, or organization acquiring any
rights of any nature in the results of work performed by or for the Company.


 


1.5     Outside
Services. Consultant shall not use the service of any other person, entity, or organization in the performance of
Consultant’s duties without the prior written consent of an officer of the Company. Should the Company consent to the
use by Consultant of the services of any other person, entity, or organization, no information regarding the services to be
performed under this Agreement shall be disclosed to that person, entity, or organization until such person, entity, or
organization has executed an agreement to protect the confidentiality of the Company’s Confidential Information (as
defined in Article 5) and the Company’s absolute and complete ownership of all right, title, and interest in the work
performed under this Agreement.


 


1.6     Reports.
Consultant shall periodically provide the Company with written reports of his observations and conclusions regarding the
consulting services. Upon the termination of this Agreement, Consultant shall, upon the request of Company, prepare a final
report of Consultant’s activities.


 


ARTICLE
2





INDEPENDENT
CONTRACTOR


 


2.1     Independent
Contractor. Consultant is an independent contractor and is not an employee, partner, of, or in any other service
relationship with, the Company. The manner in which Consultant’s services are rendered shall be within
Consultant’s sole control and discretion. Consultant is not authorized to speak for, represent, or obligate the Company
in any manner without the prior express written authorization from an officer of the Company.


 


2.2     Taxes.
Consultant shall be responsible for all taxes arising from compensation and other amounts paid under this Agreement, and
shall be responsible for all payroll taxes and fringe benefits of Consultant’s employees. Neither federal, nor state,
nor local income tax, nor payroll tax of any kind, shall be withheld or paid by the Company on behalf of Consultant or his
employees. Consultant understands that he is responsible to pay, according to law, Consultant’s taxes and Consultant
shall, when requested by the Company, properly document to the Company that any and all federal and state taxes have been
paid.


 


2.3     Benefits.
Consultant and Consultant’s employees will not be eligible for, and shall not participate in, any employee
pension, health, welfare, or other fringe benefit plan of the Company. No workers' compensation insurance shall be obtained
by Company covering Consultant or Consultant’s employees.


 






     


     


    

 


ARTICLE
3


COMPENSATION
FOR CONSULTING SERVICES


 


3.1     Retainer.
Upon execution of this Agreement, the Company shall pay to Consultant an initial retainer of 1,000,000, restricted shares of
Rx Safes, Inc. common stock. This initial retainer shall be paid regardless of the number of consulting hours provided by
Consultant.


 


3.2     Commission.
For any sales of the Company’s products directly attributable to the efforts of the Consultant, Consultant will be paid
a commission of 10% of the net sales to the Company for as long as any agreement is in effect between the Company and any
Client directly introduced to Company by Consultant, and for a tail period of 24 months after the last date of any agreement,
whether terminated or otherwise expired between Company and Client or 24 months after delivery of the product to the Client,
whichever is later in time. The Company may, at its sole discretion, pursue sales opportunities independent of Consultant, at
the same target Client Consultant is pursuing. Any attempt by the Company to target the same Client shall be immediately
disclosed, in writing, to Consultant. If the Company secures a sale at a target Client, independent of efforts made by
Consultant, Consultant will not be entitled to commission for such a sale.


 


ARTICLE
4


 TERM
AND TERMINATION


 


4.1     Term.
This Agreement shall be effective as of August ___, 2015, and shall continue in full force and effect for 12 consecutive
months. The Company and Consultant may negotiate to extend the term of this Agreement and the terms and conditions under
which the relationship shall continue.


 


4.2     Termination.
The Company may terminate this Agreement for “Cause,” after giving Consultant written notice of the reason. Cause
means: (1) Consultant has breached the provisions of Article 5 or 7 of this Agreement in any respect, or materially breached
any other provision of this Agreement and the breach continues for 30 days following receipt of a notice from the Company;
(2) Consultant has committed fraud, misappropriation, or embezzlement in connection with the Company’ s business; (3)
Consultant has been convicted of a felony; or (4) Consultant’s use of narcotics, liquor, or illicit drugs has a
detrimental effect on the performance of his or her employment responsibilities, as determined by the Company. Termination of
this Agreement has no effect on commissions earned or on future commissions generated from Clients previously cultivated by
Consultant. other than what is reflected in paragraph 3.2 above.


 


4.3     Responsibility
upon Termination. Any equipment provided by the Company to the Consultant in connection with or furtherance of
Consultant’s services under this Agreement, including, but not limited to, computers, laptops, and personal management
tools, shall, immediately upon the termination of this Agreement, be returned to the Company.


 


4.4     Survival.
The provisions of Articles 3, 5, 6, 7, and 8 of this Agreement shall survive the termination of this Agreement and remain in
full force and effect thereafter.


 


ARTICLE
5


 CONFIDENTIAL
INFORMATION


 


5.1     Obligation
of Confidentiality. In performing consulting services under this Agreement, Consultant may be exposed to and will be required
to use certain “Confidential Information” (as hereinafter defined) of the Company. Consultant agrees that Consultant
will not and Consultant’s employees, agents, or representatives will not use, directly or indirectly, such Confidential
Information for the benefit of any person, entity, or organization other than the Company, or disclose such Confidential Information
without the written authorization of the CEO of the Company, either during or after the term of this Agreement, for as long as
such information retains the characteristics of Confidential Information.








 






    	 	1	 



     


    

 


5.2     Definition.
“Confidential Information” means information not generally known and proprietary to the Company, including,
without limitation, information concerning any patents or trade secrets, confidential or secret designs, processes, formulae,
source codes, plans, devices or material, research and development, proprietary software, analysis, techniques, materials, or
designs (whether or not patented or patentable), directly or indirectly useful in any aspect of the business of the Company,
any vendor names, customer and supplier lists, databases, management systems and sales and marketing plans of the Company,
any confidential secret development or research work of the Company, or any other confidential information or proprietary
aspects of the business of the Company. All information which Consultant acquires or becomes acquainted with during the
period of this Agreement, whether developed by Consultant or by others, which Consultant has a reasonable basis to believe to
be Confidential Information, or which is treated by the Company as being Confidential Information, shall be presumed to be
Confidential Information.


 


5.3     Property
of the Company. Consultant agrees that all plans, manuals, and specific materials developed by the Consultant on behalf of
the Company in connection with services rendered under this Agreement, are and shall remain the exclusive property of the
Company. Promptly upon the expiration or termination of this Agreement, or upon the request of the Company, Consultant shall
return to the Company all documents and tangible items, including samples, provided to Consultant or created by Consultant
for use in connection with services to be rendered hereunder, including, without limitation, all Confidential Information,
together with all copies and abstracts thereof.


 


ARTICLE
6


 RIGHTS
AND DATA


 


All
methods, documents, and tangible items prepared for and submitted to the Company by Consultant in connection with the services
rendered under this Agreement shall belong exclusively to the Company and shall be deemed to be works made for hire (the “Deliverable
Items”). To the extent that any of the Deliverable Items may not, by operation of law, be works made for hire, Consultant
hereby assigns to the Company the ownership of copyright or mask work in the Deliverable Items, and the Company shall have the
right to obtain and hold in its own name any trademark, copyright, or mask work registration, and any other registrations and
similar protection which may be available in the Deliverable Items. Consultant agrees to give the Company or its designees all
assistance reasonably required to perfect such rights.


 


ARTICLE
7


 CONFLICT
OF INTEREST


 


Conflict
of Interest. Consultant covenants and agrees not to consult or provide any services in any manner or capacity to a direct competitor
of the Company during the duration of this Agreement, unless express written authorization to do so is given by the Company. A
direct competitor of the Company for purposes of this Agreement is defined as any individual, partnership, corporation, and/or
other business entity that engages in the business of developing products and/or solutions to address medical and drug security
issues for us within the home and/or healthcare facilities.


 


ARTICLE
8


 RIGHT
TO INJUNCTIVE RELIEF


 


Consultant
acknowledges that the terms of Articles 5, 6, and 7 of this Agreement are reasonably necessary to protect the legitimate
interests of the Company, are reasonable in scope and duration, and are not unduly restrictive. Consultant further
acknowledges that a breach of any of the terms of Articles 5, 6, or 7 of this Agreement will render irreparable harm to the
Company, and that a remedy at law for breach of the Agreement is inadequate, and that the Company shall therefore be entitled
to seek any and all equitable relief, including, but not limited to, injunctive relief, and to any other remedy that may be
available under any applicable law or agreement between the parties. Consultant acknowledges that an award of damages to the
Company does not preclude a court from ordering injunctive relief. Both damages and injunctive relief shall be proper modes
of relief and are not to be considered as alternative remedies.


 






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ARTICLE
9





GENERAL
PROVISIONS


 


9.1     Construction
of Terms. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall
be severed and shall not affect the validity or enforceability of the remaining provisions.


 


9.2     Governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts)
of the State of Nevada.


 


9.3     Complete
Agreement. This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement of the
parties as to the subject matter of this Agreement and supersedes all prior discussions and understandings in respect to the
subject of this Agreement, whether written or oral.


 


9.4     Dispute
Resolution. If there is any dispute or controversy between the parties arising out of or relating to this Agreement, the
parties agree that such dispute or controversy will be arbitrated in accordance with proceedings under American Arbitration
Association rules, and such arbitration will be the exclusive dispute resolution method under this Agreement. The decision
and award determined by such arbitration will be final and binding upon both parties. All costs and expenses, including
reasonable attorney’s fees and expert’s fees, of all parties incurred in any dispute that is determined and/or
settled by arbitration pursuant to this Agreement will be borne by the party determined to be liable in respect of such
dispute; provided, however, that if complete liability is not assessed against only one party, the parties will share the
total costs in proportion to their respective amounts of liability so determined. Except where clearly prevented by the area
in dispute, both parties agree to continue performing their respective obligations under this Agreement until the dispute is
resolved.


 


9.5     Modification.
No modification, termination, or attempted waiver of this Agreement, or any provision thereof, shall be valid unless in
writing signed by the party against whom the same is sought to be enforced.


 


9.6     Waiver
of Breach. The waiver by a party of a breach of any provision of this Agreement by the other party shall not operate or be
construed as a waiver of any other or subsequent breach by the party in breach.


 


9.7     Successors
and Assigns. This Agreement may not be assigned by either party without the prior written consent of the other party;
provided, however, that the Agreement shall be assignable by the Company without Consultant’s consent in the event the
Company is acquired by or merged into another corporation or business entity. The benefits and obligations of this Agreement
shall be binding upon and inure to the parties hereto, their successors and assigns.


 


9.8     No
Conflict. Consultant warrants that Consultant has not previously assumed any obligations inconsistent with those undertaken
by Consultant under this Agreement.


 


IN
WITNESS WHEREOF, this Agreement is executed as of the date set forth above.


 





	Rx Safes, Inc.	 	Faruk Okcetin



	 	 	 
	By:	/s/ Lorraine Yarde	 	By:	/s/ Faruk
                                         Okcetin
	Name:	Lorraine
    Yarde, CEO	 	Name:



	Faruk
                                         Okcetin



 


 


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