Exhibit
10.2


 


CONSULTING
AGREEMENT


 


THIS
CONSULTING AGREEMENT (the “Agreement”) is entered into effective as of November 1, 2015 (the “Agreement
Date”) between Lifelogger Technologies Corp., a Nevada corporation (“Company”), and Andres Espineira
(the “Consultant”). For purposes hereof, Company and Consultant may collectively be referred to as the “Parties”.


 


BACKGROUND
INFORMATION


 


	A.	WHEREAS,
    Company desires to contract for certain services as described on the attached Schedule A from Consultant pursuant
    to the terms and conditions of this Agreement; and
	 	 
	B.	WHEREAS,
    Consultant desires to provide services to Company, as requested in writing by the Company Contact Person referenced above,
    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 those services to Company as such services are requested in writing by the Company and otherwise all in
    accordance with the provisions of this Agreement as set forth in Schedule A (the “Services”).
    
	 	 
	1.2	Company
    will pay those expenses of Consultant, which are incurred in connection with Consultant’s delivery of Services hereunder,
    provided Company approves such expenses in advance. Consultant shall deliver to Company copies of all expense receipts at
    the time of submission of invoices. In addition, Consultant agrees to provide Company with applicable tax forms (e.g. Form
    W-9) upon Company’s request.
	 	 
	1.3	Consultant
    warrants that the Services to be provided under this Agreement shall be performed by Consultant, or if this Agreement is with
    an entity, qualified personnel in a professional manner conforming to generally accepted industry standards and practices.
    This warranty shall be valid for a period of thirty (30) days from the performance of the relevant Services. The Parties agree
    that Consultant’s sole obligation with respect to the Services covered by this limited warranty shall be to correct
    the nonconformity or to refund the fees paid for the affected Services.
	 	 
	1.4	Consultant
    agrees to have each employee or Consultant of Consultant who provides any services under this Agreement to Company sign the
    Company’s standard Confidentiality Agreement, Work for Hire Agreement, Certificate of Originality in the form attached
    hereto on Schedule B. All such forms must signed prior to the performance of any work by such individual. Company
    may withhold payment on any amounts billed for individuals who have not signed Company’s required forms.
	 	 
	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 Company in the
    performance of Services, subject only to the terms of this Agreement. Neither Company nor Contractor has the authority to
    bind or incur any obligation for the other, and each agrees that Contractor 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.
	 	 
	3.	TAX
    AND INSURANCE. Consultant acknowledges that, as an independent contractor, Consultant is not covered by Company’s
    workers’ or unemployment compensation insurance. Additionally, Consultant agrees that no withholding will be made by
    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 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. 



 



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	4.	DEFINITION
    OF CONFIDENTIAL INFORMATION.
	 	 
	4.1	For
    purposes of this Agreement, the term “Confidential Information” means all of the following materials and information
    (whether or not reduced to writing and whether or not patentable or protectable by copyright) which Consultant receives or
    receives access to in connection with its providing Services to Company: this Agreement, financial information, business formulas,
    compilation of information and records, including information relating to products, prices charged and paid by Company, research,
    development, inventions, name or names of customers and potential customers and trade secrets of Company; (ii) any information
    related to the business, marketing, sales and financial strategies of Company; (iii) computer software, copyrights, and related
    documentation and all existing and future products and technology developed or derived therefrom; (iv) any information or
    materials received by Company from a third party which Company is under a covenant to maintain its confidentiality, provided
    Company notifies Consultant of its obligation; and (v) any other materials or information related to the business or activities
    of Company which are not generally known to others engaged in similar businesses or activities.
	 	 
	4.2	Failure
    to mark any of the Confidential Information as proprietary or secret shall not affect its status as part of the Confidential
    Information under the terms of this Agreement.
	 	 
	5.	TREATMENT
    OF INFORMATION. 
	 	 
	5.1	Consultant
    acknowledges that, as a result of its providing Services to Company, Consultant will have access to and may be making use
    of, Company’s Confidential Information. Consultant also agrees that all software and related documentation of Company
    is deemed a valuable trade secret of Company. Consultant agrees that all of such Confidential Information:


 


	 	(a)	Shall
    not be distributed, disclosed or disseminated in any way or form by Consultant to any third party except with the prior written
    permission of Company;
	 	 	 
	 	(b)	Shall
    be treated by Consultant with the same degree of care to avoid disclosure to any third party as is used with respect to Consultant’s
    own information of like importance which is to be kept secret, but no less than a reasonable amount of care under the circumstances;
    and
	 	 	 
	 	(c)	Shall
    not be used by Consultant for Consultant’s own purposes except as otherwise expressly stated herein, without the express
    prior written permission of Company.


 


	5.2	Consultant
    agrees that all right, title and interest in any Confidential Information and any changes, modification, enhancements or derivative
    works therefrom shall be and remain the exclusive property of Company. All notes, data, tapes, disks, reference items, memoranda,
    records, apparatus and other materials in any way relating to any of the Confidential Information or to Company’s business
    shall belong exclusively to Company.
	 	 
	5.3	The
    Parties agree that all Services (and all resulting work products) performed hereunder shall be work-for-hire for the benefit
    of Company. Consultant hereby assigns all of Consultant’s rights in all intellectual property (including, but not limited
    to, trade secrets, know-how, inventions, copyrights, designs, computer programs and software techniques) that Consultant conceives
    or develops in connection with or related to the Services provided to Company. During and after the Term, Consultant will
    do whatever is requested by Company, at its expense, to transfer of all said work to Company and to sign documents or otherwise
    assist in obtaining, confirming, and enforcing Company’s rights in the assigned property.
	 	 
	6.	NON-SOLICATION
    OF Company EMPLOYEES, PROTECTION OF TRADE SECRETS.
	 	 
	6.1	During
    the Term, Consultant may learn Confidential Information essential to the business and competitive position of Company, including,
    without limitation, customer information, business strategies, financial information, employee information, source and object
    codes, and other trade secrets that would unfairly disadvantage Company were Consultant to use or disclose such information
    in business activities competitive with Company. To protect Company’s Confidential Information and its relationships
    with its employees, Consultant will not, during the Term and for two (2) years immediately following its termination for Cause
    (as hereinafter defined) by the Company or termination by Consultant as provided for in Section 8.2(d) (or expiration, if
    applicable), either as an individual on Consultant’s own account or as a partner, employee, agent, Consultant, officer,
    director, stockholder, or otherwise:


 




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	 	(a)	Own,
    manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated
    or associated as a consultant, independent Consultant or otherwise with, any corporation, partnership, proprietorship, firm,
    association or other business entity, or otherwise engage in any business, which is in competition with the business of the
    Company as and where conducted by it at the time of such termination; provided, however, that the ownership of not more than
    five percent (5%) of any class of publicly traded securities of any entity shall not be deemed a violation of this covenant;
    
	 	 	 
	 	(b)	Reveal
    the name of, contract with, solicit, persuade, interfere with or endeavor to entice away from the Company or any of its affiliates
    or subsidiaries, any of the Company’s customers or users of its software, or enter into any agreement with the Company’s
    customers and software users (or any person or entity affiliated with then) with respect to the sale, purchase or use of software
    that offers functionality substantially similar to the Company’s software products. In addition to, and not in limitation
    of the other provisions hereof, Consultant shall not at any time in any manner interfere with, disturb, disrupt, decrease
    or otherwise jeopardize the relationship between the Company and its customers and software users or do or permit to be done
    anything which may tend to take away or diminish the trade, business or good will of the Company with its Customers or software
    users or give to any person the benefit or advantage of the Company’s relationship with such persons; or 
	 	 	 
	 	(c)	Hire,
    solicit for hire, refer, or retain the services of any Company employee or contractor for any matter whatsoever during the
    Term and for one year following its termination period of time which said employee is employed by Company or who has been
    employed by the Company within six (6) months.


 


	6.2	Nondisclosure;
    Return of Materials. During the Term and following termination hereof, Consultant will not disclose (except as required by
    his duties to the Company or force of law), any concept, design, process, technology, trade secret, customer list, plan, embodiment
    or invention, any other intellectual property (“Intellectual Property”) or any other confidential information,
    whether patentable or not, of Company of which Consultant becomes informed or aware during his tenor with Company, whether
    or not developed by Consultant. In the event of the termination or expiration of this Agreement, Consultant will return to
    the Company all documents, data and other materials of whatever nature, including, without limitation, drawings, specifications,
    research, reports, embodiments, software and manuals that pertain to his services to the Company or to any Intellectual Property
    and shall not retain or cause or allow any third party to retain photocopies or other reproductions of the foregoing.
	 	 
	7.	REASONABLENESS
    OF RESTRICTIVE COVENANTS AND SEVERABILITY.
	 	 
	7.1	Consultant
    has carefully read and considered the provisions of Sections 5, 6 and 7 of this Agreement, and having done so, agrees that
    the restrictions in such sections are fair and reasonable and are reasonably required for the protection of the interests
    of Company.
	 	 
	7.2	In
    the event that a court of competent jurisdiction shall determine that any of the foregoing restrictions are unenforceable,
    the parties hereto agree that it is their desire that such court substitute an enforceable restriction in place of any restriction
    deemed unenforceable, and that the substitute restriction be deemed incorporated herein and enforceable against Consultant.
    It is the intent of the parties hereto that the court, in so determining any such enforceable substitute restriction, recognize
    that it is their intent that the foregoing restrictions be imposed and maintained to the greatest extent possible. The foregoing
    shall not be interpreted to limit any party’s rights to appeal.
	 	 
	7.3	Sections
    7 and 8 of this Agreement shall survive the termination of this Agreement for any reason whatsoever and Consultant’s
    engagement in connection herewith.


 




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	8.	TERM
    AND TERMINATION OF THE AGREEMENT.
	 	 
	8.1	Company
    hereby agrees to retain Consultant and Consultant agrees to provide the Services on the terms and conditions hereinafter set
    forth.. Subject to the provisions for termination hereinafter provided, the term of this Agreement shall begin on the date
    hereof and shall end (“Termination Date”) forty (40) months after the Effective Date (the “Term”).
    Notwithstanding the foregoing, the Term may end on a date that it is earlier terminated by Consultant or the Company in accordance
    with the provisions of Paragraph 8.2 below.
	 	 
	8.2	The
    services of the Consultant: 


 


	 	(a)	shall
    be terminated automatically upon the death or Disability of Consultant; 
	 	 	 
	 	(b)	may
    be terminated for Cause at any time by the Company, with any such termination not being in limitation of any other right or
    remedy the Company may have under this Agreement or otherwise; 
	 	 	 
	 	(c)	if
    the Asset Purchase Agreement entered into among the Company, Pixorial, Inc. and Consultant dated as of November 10, 2015 (the
    “APA”) is terminated for any reason, the Company may terminate this Agreement at any time without Cause with 15
    days’ advance notice to Consultant; 
	 	 	 
	 	(d)	may
    be terminated at any time by Consultant with thirty (30) days’ advance notice to the Company; or 
	 	 	 
	 	(e)	may
    be terminated at any time by Consultant if the Company materially breaches this Agreement and fails to cure such breach within
    thirty (30) days of written notice of such breach from Consultant, provided that Consultant has given notice of such breach
    within ninety (90) days after he has knowledge thereof and the Company did not have Cause to terminate Consultant at the time
    such breach occurred. 


 


	8.3	Upon
    any termination, Consultant shall be deemed automatically to have resigned from all offices and any directorship held by him
    in the Company, unless the Company informs Consultant otherwise. 
	 	 
	8.4	Consultant’s
    services for all purposes shall be deemed to have terminated as of the effective date of such termination hereunder (the “Date
    of Termination”), irrespective of whether the Company has a continuing obligation under this Agreement to make payments
    or provide benefits to Consultant after such date. 
	 	 
	9.	Certain
    Termination Payments.
	 	 
	9.1	If
    Consultant’s services are terminated by the Company with Cause or are terminated pursuant to Paragraph 8.2 (d) hereof,
    Consultant shall be entitled to no further compensation or other payments or benefits under this Agreement, except as to that
    portion of any unpaid compensation and benefits accrued and earned by him under Schedule A up to and including
    the Date of Termination. If this Agreement is terminated by the Company without Cause or by Consultant pursuant to Section
    8.2(e), then Consultant shall be entitled to the Consulting Fees payable monthly for the balance of the Term and the immediate
    vesting of the Stock Options.
	 	 
	9.2	“Cause”
    means: 


 


	 	(a)	Consultant’s
    conviction of, or plea of “no contest” to, a felony; 
	 	 	 
	 	(b)	Consultant’s
    willfully engaging in an act or series of acts of gross misconduct that result in demonstrable and material injury to the
    Company; 
	 	 	 
	 	(c)	Consultant’s
    willful and continued failure to perform substantially his duties with the Company after a demand in writing for substantial
    performance is delivered by the Company, which demand specifically identifies the manner in which the Company believes that
    the Consultant has not substantially performed his duties; or
	 	 	 
	 	(d)	Consultant’s
    repeated and willful failure to follow the written directives of the Company in connection with his duties hereunder.


 


	9.3	Unless
    otherwise agreed upon in writing by the Parties, Consultant shall cease performing Services and shall submit an invoice for
    any amounts which may be due Consultant under this Agreement as of the date of termination;
	 	 
	9.4	Consultant
    shall deliver to Company all Confidential Information and materials, including those materials referred to in Sections 4 and
    5 of this Agreement, together with all copies thereof, in Consultant’s possession or under Consultant’s control
    and to certify in writing to Company that all of such materials have so been returned.


 




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	10.	MISCELLANEOUS.
    
	 	 
	10.1	The
    duties and obligation of Sections 3, 4, 5, 6, 7, 8 and 9 of this Agreement shall survive the termination of this Agreement.
    Consultant will indemnify 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.
	 	 
	10.2	All
    communications between the Parties with respect to any of the provisions of this Agreement shall be in writing, and shall
    be sent by personal delivery or by airmail, facsimile transmission or other commercial means of rapid delivery, postage or
    costs of transmission and delivery prepaid, to Consultant as set forth in the preamble of this Agreement, or to Company (attention
    Company Contact Person with a copy to Legal Department), until such time as either Party provides the other not less than
    ten (10) days’ prior written notice of a change of address in accordance with these provisions.
	 	 
	10.3	This
    Agreement is based on the personal services of Consultant. No Services or rights or obligations associated therewith may be
    assigned or transferred by Consultant without the prior written consent of Company. Any attempt by Consultant to assign or
    transfer any of the rights, duties, or obligations of this Agreement without Company’s written consent is void.
	 	 
	10.4	Consultant
    understands and agrees that Company may suffer irreparable harm in the event that Consultant breaches any of Consultant’s
    obligations under this Agreement. Accordingly, Consultant agrees that, in the event of said breach, Company, in addition to
    any other rights, remedies or damages available to it at law or in equity, 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. 
	 	 
	10.5	Consultant
    represents that Consultant’s performance of all the terms of this Agreement and any Services to be rendered as an independent
    Consultant of Company do not and shall not breach any fiduciary or other duty or any covenant, agreement or understanding
    (including, without limitation, any agreement relating to any proprietary information, knowledge or data acquired by Consultant
    in confidence, trust or otherwise prior to its performing consulting services for Company) to which Consultant is a party
    or by the terms of which Consultant may be bound. Consultant covenants and agrees that Consultant shall not disclose to Company,
    or induce Company to use, any such proprietary information, knowledge or data belonging to any previous employer, Consultant
    or others. Consultant further covenants and agrees not to enter into any agreement or understanding, either written or oral,
    in conflict with the provisions of this Agreement.
	 	 
	10.6	This
    Agreement shall be interpreted and enforced in accordance with the laws of the State of Florida. Each of the parties submits
    to the jurisdiction of any state or federal court sitting in Palm Beach County, Florida, 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 Palm Beach County, Florida and to the in personam jurisdiction of the aforementioned
    courts. 
	 	 
	10.7	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. 
	 	 
	10.8	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.
	 	 
	10.9	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.


 


[This
space intentionally blank. Signatures follow.]


 




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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
Agreement Date first above written.


 


	CONSULTANT:	 	LifeLogger
    Technologies Corp., 
	 	 	A
    Nevada corporation
	 	 	 	 
	/s/
    Andres Espineira	 	By:	/s/
    Stewart Garner
	Andres
    Espineira	 	 	Stewart
    Garner
	 	 	 	Chief
    Executive Officer


 




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INDEPENDENT
CONSULTANT AGREEMENT


 


SCHEDULE
A


 


	Description
    of Services: 	Consultant
    shall serve as a consultant to the Company and shall perform diligently such duties as are may be reasonably required from
    time to time by the Company or its Chief Executive Officer. 
	 	 
	Estimated
    Time Commitment 	Consultant
    shall devote his full time efforts to the Services provided to the Company.
	 	 
	Rates/Fees:
    	1.Compensation.

         

        (a)
        For all services he may render to the Company during thes Term, the Company shall pay to Consultant the sum of $8,000 per
        month (the “Consulting Fee”).

         

        (b)
        Other Compensation. Such other compensation as determined by the Company’s Board of Directors .

         

        (c)
        Time Off. Consultant shall be entitled to two (2) weeks annually wherein the Consultant will not be required to devote
        his full time and attention to the Company’s business, without reduction in compensation. Consultant shall notify
        the Company of his intention to take time off.

         

        2.Consultant
        Stock Awards Plan. During the Term, and assuming that the Company has closed under the terms of the APA (“Closing”),
        Consultant shall be awarded stock options to purchase a total of 6,000,000 shares of the Company’s common stock,
        which stock options shall (i) be exercisable at market value as determined by the closing price of the Company’s
        stock as quoted on the OTC Markets as of October 31, 2015; and (ii) one –third (1/3) of the options shall vest on
        each anniversary of the Closing so long as Consultant continues to provide services to the Company subject to the terms
        of the Stock Option Agreement attached hereto as Exhibit A.



 


	Consultant
    Signature:	 	LIFELOGGER TECHNOLOGIES CORP.
	 	 	 	  
	/s/
    Andres Espineira	 	By:	/s/
    Stewart Garner
	ANDRES
    ESPINEIRA	 	Its:	Chief
    Executive Officer


 




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Schedule
B


 


LIFELOGGER
TECHNOLOGIES CORP.., Inc.


Independent
Consultant – Confidentiality Agreement, Work-for-Hire Agreement


 


	1.	Engagement.
    LIFELOGGER TECHNOLOGIES CORP., Inc. (“Company”) hereby accepts Andres Espineira (hereinafter “Consultant”)
    to perform services for Company under a contract between Company and Andres Espineira (the “Independent Consultant Agreement”),
    and Consultant agrees to perform such services all upon the terms and conditions in this Agreement.
	 	 
	2.	Term.
    Unless sooner terminated pursuant to the provisions of the Independent Consultant Agreement, the term of this engagement under
    this Agreement shall be for as long as Consultant provides services to Company hereunder, with Consultant acknowledging that
    Consultant may be terminated at any time. 
	 	 
	3.	Confidentiality
    & Non-Disclosure. Both during and after Consultant’s engagement, Consultant shall not disclose to anyone outside
    Company any “Confidential & Proprietary Information” and “Trade Secrets” and shall use such information
    only for Company’s business purposes, and shall provide Company with notice of any inadvertent disclosure of such information.
    “Confidential & Proprietary Information” is defined as information that has not been made publicly available
    by Company or the third party owner of such information. It includes Developments (defined in Section 6), computer software,
    technical data, specifications, designs, concepts, discoveries, copyrights, improvements, product plans, research and development,
    financial information, customer lists, leads, and/or marketing programs. “Trade Secrets” is defined as the software
    products, including related documentation of Company and such other information that constitutes a trade secret under applicable
    law.
	 	 
	4.	Consultant
    shall not disclose to Company, use in Company’s business, or cause Company to use any information or material which
    is confidential to any third party unless Company has a written agreement with the third party allowing Company to receive
    and use the confidential information or materials. Consultant will not incorporate into Consultant’s work any material
    that is subject to the copyrights of any third party unless Company has the right to copy and incorporate such copyrighted
    material.
	 	 
	5.	Surrender
    of Records & Property. Upon the termination of the Consultant’s engagement, for any reason whatsoever, the Consultant
    agrees to surrender to Company, in good condition, all records pertaining to Company’s business operations and related
    to any work performed for Company, all Company property, and any and all third party property, including all Confidential
    & Proprietary Information, Trade Secrets, drawings, computer programs or copies thereof, documentation, notebooks and
    notes, reports and any other materials on electronic or printed media. Included are any documents or media containing the
    names, addresses, and other information with regard to customers or potential customers of the Company, which have been served
    by the Consultant.
	 	 
	6.	Invention
    Assignment. Consultant hereby grants, transfers and assigns to Company all of Consultant’s rights, title and interest,
    if any, in any and all Developments, including rights to translation and reproductions in all forms or formats and the copyrights
    and patent rights thereto, if any, and Consultant agrees that Company may copyright said materials in Company’s name
    and secure renewal, reissues and extensions of such copyrights for such periods of time as the law may permit. “Developments”
    is defined as any idea, invention, process, design, concept, or useful article (whether the design is ornamental or otherwise),
    computer program, documentation, literary work, audiovisual work and any other work of authorship, hereafter expressed, made
    or conceived in the scope of Consultant’s employment or engagement and solely or jointly by Consultant during Consultant’s
    engagement whether or not subject to patent, copyright or other forms of protection.
	 	 
	7.	Consultant
    acknowledges that the copyrights in Developments created by Consultant belong to Company by operation of law, or may belong
    to a party engaged by Company by operation of law pursuant to a works for hire contract between Company and such contracted
    party. To the extent the copyrights in such works may not be owned by Company or such contracted party by operation of law,
    Consultant hereby assigns to Company or such contracted party, as the case may be, all copyrights (if any) Consultant may
    have in Developments.



 






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	8.	Items
    not assigned must be listed and described on the attached “Schedule of Separate Works.” Consultant agrees not to
    include any part of such items in the materials Consultant prepares for Company unless and until such items are licensed or
    assigned to Company under separate written agreement.
	 	 
	9.	At
    all times hereafter, Consultant agrees promptly to disclose to Company all Developments, to execute separate written assignments
    to Company at Company’s request, and to assist Company in obtaining patents or copyrights in the U.S. and in other countries,
    on any Developments assigned to Company that Company, in its sole discretion, seeks to patent or copyright. Consultant also
    agrees to sign all documents, and do all things necessary to obtain such patents or copyrights, to further assign them to
    Company, and to reasonably protect them and Company against infringement by other parties at Company expense with Company
    prior approval.
	 	 
	10.	Consultant
    irrevocably appoints any Company-selected designee to act, at all time hereafter, as his or her agent and attorney-in-fact
    to perform all reasonable acts to obtain patents and/or copyrights related to Developments as defined and required by this
    Agreement if Consultant (i) refuses to perform those acts or (ii) is unavailable, within the meaning of the United States
    Patent and Copyright laws. Consultant expressly intends it that the foregoing power of attorney be coupled with an interest.
	 	 
	11.	Consultant
    shall keep complete, accurate, and authentic information and records on all Developments in the manner and form reasonably
    requested by Company. Such information and records, and all copies thereof, shall be the property of Company as to any Developments
    assigned to Company. Consultant agrees to promptly surrender such information and records at the request of Company as to
    any Developments.
	 	 
	12.	Non-Solicitation.
    Consultant shall not employ or engage or attempt to employ or engage the services of any employee of Company, either directly
    or through the agency of a third party during the term of, or within one (1) year after, the termination of Consultant’s
    employment with Company.
	 	 
	13.	Conflict
    of Interest. Consultant agrees to devote their primary efforts to the service of Company and the promotion of Company’s
    interests. Consultant further agrees never to enter into any relationship, and to immediately sever any existing relationship,
    whether such relationship is one for monetary gain, or not, that compromises Consultant’s ability to act in the best
    interests of Company, or detracts from Consultant’s ability to perform Consultant’s responsibilities and obligations.
    
	 	 
	14.	Entire
    Agreement & Termination. This Agreement and the Independent Consultant Agreement represents the entire understanding
    and agreement between the parties with respect to the subject matter hereof, and supersedes all other negotiations, understandings
    and representations (if any) made by and between such parties. 
	 	 
	15.	Jurisdiction
    and Venue. The parties acknowledge that a substantial portion of negotiations, anticipated performance and execution of
    this Agreement occurred or shall occur in Miami-Dade County, Florida, and that, therefore, without limiting the jurisdiction
    or venue of any other federal or state courts, each of the parties irrevocably and unconditionally (a) agrees that any suit,
    action or legal proceeding arising out of or relating to this Agreement may be brought in the courts of record of the State
    of Florida in Palm Beach County or the court of the United States, Southern District of Florida; (b) consents to the jurisdiction
    of each such court in any such suit, action or proceeding; (c) waives any objection which it may have to the laying of venue
    of any such suit, action or proceeding in any of such courts; and (d) agrees that service of any court paper may be effected
    on such party by mail, as provided in this Agreement, or in such other manner as may be provided under applicable laws or
    court rules in said state.
	 	 
	16.	Consultant
    Representations, Warranties, and Acknowledgments. Consultant represents and warrants to Company that Consultant is fully
    empowered to enter and perform Consultant’s obligations under this Agreement. Consultant further warrants that Consultant
    is under no restrictive covenants to any person or entity that will be violated by entering into and performing this Agreement.
    Consultant agrees that this Agreement constitutes the valid and legally binding obligation of Consultant enforceable in accordance
    with its terms. 
	 	 
	17.	Severability.
    If any part of this Agreement or any other Agreement entered into pursuant hereto is contrary to, prohibited by or deemed
    invalid under applicable law or regulation, such provision shall be inapplicable and deemed omitted to the extent so contrary,
    prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given full force and effect
    so far as possible.


 






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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year as indicated below.


 


LIFELOGGER
TECHNOLOGIES CORP.,


A
Nevada corporation


 


	By:	/s/
    Stewart Garner	 	Date:
    November 10, 2015


Printed
Name: Stewart Garner


 


	CONSULTANT:	 	Date:
    November 10, 2015
	 	 	 
	/s/
    Andres Espineira	 	 
	Printed
    Name: Andres Espineira	 	 


 




    	- 10 -



    	 



    

 


SCHEDULE
OF SEPARATE WORKS


 


The
following are works that are not assigned by Section 8 of the Independent Consultant – Confidentiality Agreement,
Work-for-Hire Agreement, in which Consultant has any right, title or interest, and which were conceived or written either
wholly or in part by Consultant, prior to or outside the scope of Consultant’s engagement by Company.


 


DESCRIPTION:
(If none, enter the word “None”)


 


Pixorial’s
intellectual property covered under license and eventually under PIIA agreement.


 


Indicate
any item listed above that has been published, registered as a copyright, or is or has been the subject of a patent application:


 


Pixorial.com
has been registered with copyright office.


 


Indicate
the name of such organization or third party that also has rights in any of the listed items (such as former employers, partners,
etc.):


 


Pixorial.


 


The
foregoing is complete and accurate to the best of Consultant’s knowledge.


 


	/s/
    Andres Espineira	 	 
	Consultant’s
Signature: Andres Espineira	 	Date:
    November 10, 2015


 


Consultant’s
Printed Name: Andres Espineira


 




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