Exhibit
10.10


 




Consultant Agreement


 





 



 






    	 



    	 



    

 


CONSULTANT
AGREEMENT


 


This
Consultant Agreement dated
as of the 18th day of January, 2018,


 


BETWEEN:


 


sustainable
projects group inc., a
company duly incorporated under the laws of the State of Nevada, having its executive office located at 2316 Pine Ridge Road,
383, Naples, Florida, 34109


 


(the
“Company”)


 


AND:


 


Amixca
AG, a company incorporated
under the laws of Switzerland and having an office located at Aufdorfstrasse 140, 8708 Mannedorf


 


(the
“Consultant”)


 


WITNESSES
THAT WHEREAS:


 


A.
the Company requires financial consulting services to build the value of the Company for the benefit of its shareholders;


 


B.
the Consultant is instrumental to the growth and development of the Company;


 


C.
in order to ensure the continual growth and success of the Company, the Board of Directors resolved to retain the Consultant
to provide certain consultant services (as defined below) on the terms and conditions hereinafter set forth and to appoint the
Consultant as a consultant to the Company;


 


D.
the Consultant has agreed to accept such an appointment and to be retained as a consultant upon the terms and conditions as
herein set out;


 


NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and mutual covenants and agreements contained in
this agreement, the parties covenant and agree with each other as follows:


 


1.
Consultant’s Duties and Obligations


 


1.1
The Company appoints and retains the Consultant
as a consultant to provide to the Company the Services (as defined below) contemplated by this agreement, and the Consultant agrees
to accept the appointment of consultant contemplated by this agreement and to provide the Services to the Company upon the terms
and conditions contained in this agreement and for the consideration provided for in this agreement.


 


1.2
The Consultant will faithfully, honestly and diligently provide management consulting services as reasonably required by the
Company from time to time in consideration of which the Company will pay a consulting fee of $190,000.00 to the Consultant. The
Company paid the consultant fee on July 18, 2017 and the Consultant acknowledges receipt of such payment.


 




    	 



    	Consultant Agreement	Page 2 of 5



    

 


1.3
The Consultant will perform the Services
through Mr. Max Sandherr and the Consultant will not provide the Services through any of its personnel other than Mr. Sandherr
without the written consent of the Company.


 


1.4
During the term of this agreement, the Consultant will faithfully, honestly and diligently provide consulting services as
reasonably required by the Company from time to time including, but not limited to:


 


	 	(a)	consulting
    services related to brand awareness and other marketing service matters upon the request of the Company, and make available
    qualified personnel for these services and devote such business time and attention as the Consultant shall determine is required;
	 	 	 
	 	(b)	general
    promotional activities for the Company’s business;
	 	 	 
	 	(c)	assessing
    and reporting on potential projects, including, without limitation, for projects;
	 	 	 
	 	(d)	assisting
    the Company in marketing for the development and maintenance of new and existing Projects;
	 	 	 
	 	(e)	keeping
    a true record and account of all professional appointments made, all clients attended upon, all services rendered, and all
    other business conducted by the Consultant on behalf of the Company;
    and
	 	 	 
	 	(f)	promptly
    submitting such forms, invoices, bills and other documents as are required to obtain payment for services rendered on behalf
    of the Company;


 


(collectively,
the “Services”).


 


1.5
In providing the Services under this agreement, the Consultant will report when requested to the Company’s CEO and will
receive instructions from the CEO. The Consultant will adhere to all reasonable policies, rules, directives, systems and procedures
of the Company that will be in force from time to time.


 


2.
Term


 


2.1
The Company agrees to retain the Consultant and the Consultant agrees to be retained by the Company for 36 months commencing
February 1, 2018 and ending January 31, 2021 (the “Term”).


 


2.2
It is understood and agreed that, upon the expiration of the Term, the Consultant’s engagement by the Company will thereafter
continue from month to month. Unless or until a new consultant agreement is entered into at that time, either party may terminate
this agreement as per the terms and conditions set out in Section 4.2 hereof.


 




    	 



    	Consultant Agreement	Page 3 of 5



    

 


3.
Reimbursement for Expenses


 


3.1
The Company will reimburse the Consultant
for all reasonable expenses actually and properly incurred by the Consultant in connection with taking up and performing the Services,
provided that the Company will have approved all such expenses in writing prior to being incurred. The Company will make all
payments or reimbursements for expenses immediately upon submission by the Consultant of
vouchers, bills, or receipts for such expenses.


 


4.
Termination of Agreement


 


4.1
If the Consultant:


 


	 	(a)	materially
    breaches any term or condition of this agreement, including, without limitation, failing to provide the Services in accordance
    with the terms and conditions of this agreement;
	 	 	 
	 	(b)	is
    guilty of dishonesty or theft of any property,
    including any property belonging to the Company, any consultant of the Company, any employee of the Company, or any client
    of the Company;
	 	 	 
	 	(c)	is
    guilty of conduct that is viewed by the Company (acting reasonably and in good faith) as detrimental to the business of the
    Company;
	 	 	 
	 	(d)	fails
    to account for and pay to the Company all monies that come into his possession as a result of his activities as a Consultant
    of the Company; or
	 	 	 
	 	(e)	falsifies
    any document of the Company, including, but not limited to, expense claims or invoices, or gives any false or misleading information
    during the term of this agreement;


 


then,
and not otherwise, the Company may terminate this agreement and the appointment of the Consultant without the notice provided
for in Section 4.2 hereof.


 


4.2
The Company or the Consultant may terminate this agreement by giving to the other party two weeks’ written notice of
termination, and upon the expiration of such period, the appointment of the Consultant will be terminated accordingly.


 


4.3
If either party terminates this agreement, the Consultant will meet with the Company’s representatives. At the meeting
the Consultant will deliver to the Company all of the documents in the Consultant’s possession, including all notes, graphs,
data, publications, and other materials obtained or produced by the Consultant during the term of this agreement.


 


5.
Confidentiality Information


 


5.1
The Consultant will at no time and in no manner, regardless of the reason therefor, disclose to any person or use for personal
gain, any confidential or secret information of the Company for his own benefit or to the detriment of the Company.


 




    	 



    	Consultant Agreement	Page 4 of 5



    

 


6.
Further Assurances


 


6.1
Each of the parties will from time to time and at all times do all such further acts and execute and deliver all such further
deeds and documents as will be reasonably required in order to fully perform and carry out the terms of this agreement.


 


7.
Time of the Essence


 


7.1
Time will be of the essence in the performance of this agreement.


 


8.
Enurement


 


8.1
This agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted
assigns.


 


9.
Severability


 


9.1
If any one or more of the provisions contained herein should be invalid, illegal or unenforceable in any respect in any jurisdiction,
the validity, legality and enforceability of such provisions will not in any way be affected or impaired thereby in any other
jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein will not in any way be
affected or impaired thereby.


 


10.
Notices


 


10.1
Each notice, demand or other communication required or permitted to be given under this agreement will be in writing and will
be delivered to such party, at the address for such party specified above. The date of receipt of such notice, demand or other
communication will be the date of delivery.


 


10.2
The parties may at any time and from time to time notify the other party in writing of a new address to which notice will
be given to it thereafter until further change.


 


11.
Entire Agreement


 


11.1
This agreement will supersede and replace any other agreement or arrangement, whether oral or written, heretofore existing
between the parties in respect of the subject matter of this Agreement.


 


12.
Governing Law


 


12.1
This Agreement and all provisions hereof will be governed by and construed in accordance with the laws of the State of Nevada.


 


13.
Waivers


 


13.1
No consent or waiver expressed or implied by any party in respect of any breach or default by any other party will be deemed
or construed to be a consent to or a waiver of any other breach or default whatsoever.


 


14.
Counterparts


 


14.1
This agreement may be executed in one or more counterparts, each of which when so executed will be deemed an original, and
such counterparts together will constitute one in the same instrument.


 




    	 



    	Consultant Agreement	Page 5 of 5



    






 


IN
WITNESS WHEREOF this Agreement was executed by the parties hereto as of the day and year first above written.


 


	The
    corporate seal of Sustainable	)	 
	Projects
    Group Inc. was affixed	)	 
	hereunto
    in the presence of:	)	 
	 	)	(
    S E A L )
	/s/
    Christian Winzenried	)	 
	CEO:
    Christian Winzenried	)	 


 


	The
    corporate seal of	)	 
	Amixca
    AG was affixed	)	 
	hereunto
    in the presence of:	)	 
	 	)	(
    S E A L )
	/s/
    Max Sandherr	)	 
	CEO:
    Max Sandherr	)