CONSULTING
AGREEMENT


 


This
Consulting Agreement (sometimes herein “Agreement”) is made effective as of the 16th day of February, 2018
(“Effective Date”), by and between MEDOVEX CORP., a corporation with its principle office at 1950 Airport Rd.
Suite A, Atlanta, GA 30341 (“COMPANY”) and CG3 Consulting LLC, whose address is 9625 Xerxes Circle Bloomington
MN 55431(hereinafter referred to as “CONSULTANT”), (COMPANY and CONSULTANT each being a “Party” and
sometimes collectively herein the “Parties”).


 


RECITALS


 


WHEREAS,
CONSULTANT has expertise in medical device development and other related business that COMPANY is engaged in; and


 


WHEREAS,
COMPANY, is engaged in developing and commercializing medical technologies (all collectively referred to herein as the “Technology”),
and desires to retain CONSULTANT to provide services outlined in Schedule A of this Agreement and other general business issues.


 


NOW,
THEREFORE, in consideration of the mutual covenants and stipulations set forth herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:


 


I.
Engagement.


 


1.1
COMPANY hereby engages CONSULTANT to render, as an independent contractor, consulting services with respect to the Technology
as requested by COMPANY and such other services as may be agreed to in writing by COMPANY and CONSULTANT from time to time.


 


1.2
CONSULTANT hereby accepts the engagement to provide consulting services to COMPANY on the terms and conditions set forth herein.


 


II.
Term.


 


This
Agreement shall commence on the Effective Date and, unless modified by the mutual written agreement of the Parties, and shall
terminate as specified in Appendix A; provided, however, either Party may terminate this Agreement at any time, with or without
cause, by providing the other Party with 30 days advanced written notice of such termination. Anything in this Agreement to the
contrary notwithstanding, the obligations as set forth in Sections V and VI herein shall survive the expiration or earlier termination
of this Agreement.


 



    	 



    	 



    

 


III.
Compensation.


 


3.1
COMPANY shall pay CONSULTANT at the rate and frequency as specified in Appendix A, for services satisfactorily rendered.


 


3.2
Out-of-pocket expenses incurred by CONSULTANT that are authorized in advance in writing by COMPANY shall be reimbursed to CONSULTANT,
subject to COMPANY’s standard policies regarding reimbursement in effect from time to time.


 


IV.
Consultant’s Business Activities.


 


CONSULTANT
shall devote such time, attention and energy to the business and affairs of COMPANY as requested by COMPANY and mutually agreed
to by CONSULTANT as outlined in Appendix A.


 


V.
Intellectual Property Matters and Covenant Not to Compete.


 


5.1
All ideas, inventions, improvements, developments, discoveries, findings, techniques, methods, formulations, products, trade secrets
and applications, whether patentable or not (“Inventions”), made or conceived by CONSULTANT or jointly with COMPANY,
or disclosed to CONSULTANT in connection with, or as a result of, the advice and services performed hereunder or contemplated
herein or relating to the Technology, shall be and remain the sole and exclusive property of COMPANY. CONSULTANT shall promptly
submit to COMPANY a written disclosure of such Inventions. CONSULTANT assigns the entire right, title and interest in all such
Inventions and any other intellectual property rights related thereto to COMPANY and will at any time, at the request and expense
of COMPANY, render all reasonable assistance, execute any papers and take such other actions as COMPANY may consider necessary
or appropriate to vest, perfect, defend, maintain and/or secure COMPANY’S rights in such Inventions. No compensation is
due for such Inventions or the assignment to COMPANY. Attached hereto as Exhibit A is a list describing all Inventions which were
made or conceived by CONSULTANT prior to the Effective Date of this Agreement which relate in any manner to COMPANY’s business
or the Technology or, if no such list is attached, CONSULTANT represents that there are no such Inventions.


 


5.2
All Inventions, patents, copyrights, trademarks, trade names, logos, designations, copyrights, intellectual property rights, other
proprietary rights, applications therefore and rights, and any translations of the same relating to the research or to the Technology
(collectively, the “COMPANY IP”), shall remain the sole property of COMPANY. CONSULTANT shall not at any time during
or after the term of this Agreement assert or claim any interest in, or do anything that may adversely affect the ownership of,
any COMPANY IP, including, without limitation, doing any act or assisting another in doing any act that infringes or may lead
to the infringement of any COMPANY IP. Nothing in this Agreement nor any act in performance of this Agreement is to be construed
as granting to CONSULTANT, or any other party, any 1icense or inte1lectua1 property rights whether or not protected by United
States or foreign intellectua1 property laws, patents or copyrights nor shall it constitute a waiver of any patent or intellectual
property rights, patent rights, protection of trade secrets or protectable interest.


 



    	 



    	 



    

 


5.3
CONSULTANT agrees to keep in confidence and not use any Confidential Information (as defined herein) in any manner whatsoever,
other than to assist COMPANY in the development or improvement of products under this Agreement. As used in this Agreement, “Confidential
Information” shall mean all COMPANY IP, data, technical and economic information, marketing and research strategies, processes,
methods, trade secrets, formulations, patent applications, and know how generated as a result of the services performed under
this Agreement or which is disclosed, shown or provided by COMPANY to CONSULTANT, or becomes known to CONSULTANT as a result of
the services related to this Agreement. The obligations of CONSULTANT under this paragraph shall not apply to the extent that
CONSULTANT can demonstrate that the information is:


 


(a)
Information which, prior to disclosure by COMPANY to CONSULTANT, was in the public domain;


 


(b)
Information which, after disclosure by COMPANY to CONSULTANT, becomes part of the public domain by publication or otherwise, through
means other than an unauthorized disclosure resulting from an act or omission by CONSULTANT;


 


(c)
Information which was disclosed to CONSULTANT at any time, whether prior to or after the time of disclosure of such information
under this Agreement, by a third party without restrictions on disclosure or use;


 


(d)
Information for which COMPANY has given its consent in writing to release for publication; or


 


(e)
Information which prior to disclosure by COMPANY to CONSULTANT was known by CONSULTANT as evidenced by a written description given
to COMPANY prior to execution of this Agreement.


 


5.4
CONSULTANT will not during the term of this agreement improperly use or disclose any proprietary information or trade secrets
of any person or entity to whom CONSULTANT has a duty of nondisclosure, if any, unless consented to in writing by said person
or entity.


 


5.5
CONSULTANT recognizes that COMPANY has received, and in the future will receive, from third parties certain confidential or proprietary
information subject to a duty on COMPANY’s part to maintain the confidentiality of such information and to use it only for
certain limited purposes. CONSULTANT agrees that he owes COMPANY and such third parties a duty to hold all such confidential or
proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it for
the benefit of anyone other than COMPANY or such third party (except as necessary in carrying out services for COMPANY consistent
with COMPANY’s agreement with such third party) without express written authorization from COMPANY.


 



    	 



    	 



    

 


5.6
During the term of this Agreement and for a period of one (1) year thereafter, CONSULTANT will not directly or indirectly solicit
employees or consultants of COMPANY for purposes of employment with or performing services for or on behalf of CONSULTANT or any
other person or entity, nor shall CONSULTANT, directly or indirectly, solicit business from suppliers or customers of COMPANY.


 


5.7
Upon the expiration or earlier termination of this Agreement, or earlier at the request of COMPANY, CONSULTANT will return to
COMPANY all originals, copies, and summaries of documents, material, and other tangible manifestations of Confidential Information
in the possession or control of CONSULTANT. The obligation of CONSULTANT to return Confidential Information to COMPANY shall survive
until fulfilled.


 


5.8
During the term of this Agreement and for a period of one (1) year after termination of this Agreement by either party, CONSULTANT
will not directly or indirectly, engage in any business, or become affiliated as an agent, advisor, partner, officer, director,
employee, consultant or independent contractor of any business or organization, that competes with COMPANY or is engaged in the
development of the Technology.


 


5.9
CONSULTANT’s obligations to COMPANY under this Agreement are independent of any obligation of COMPANY and are not subject
to any set-off, defense, deduction or counterclaims based on any claim that CONSULTANT may have against COMPANY.


 


5.10
CONSULTANT acknowledges that COMPANY may develop and commercialize products available throughout the world and stipulates that
the time and subject matter restrictions of the foregoing obligations do not unduly oppress CONSULTANT’s future employment
opportunities. In addition, CONSULTANT acknowledges that the restrictions set forth herein are necessary to protect the legitimate
business interests of COMPANY in guarding trade secrets, preserving the goodwill of its customers and business, preventing solicitation
of its customers, obtaining the benefit of unique research and expertise, and preventing the unauthorized use of its Confidential
Information.


 


5.11
CONSULTANT represents and warrants (i) that CONSULTANT has no obligations, legal or otherwise, inconsistent with the terms of
this Agreement or with CONSULTANT’s undertaking this relationship with COMPANY, (ii) that the performance of the services
called for by this Agreement do not and will not violate any applicable law, rule or regulation or any proprietary or other right
of any third party, (iii) that CONSULTANT will not use in the performance of his responsibilities under this Agreement any confidential
information or trade secrets of any other person or entity and (iv) that CONSULTANT has not entered into or will enter into any
agreement (whether oral or written) in conflict with this Agreement.


 



    	 



    	 



    

 


5.
12 The duration of every obligation set forth herein will be extended by any period during which CONSULTANT is in breach of the
obligation.


 


VI.
General Provisions.


 


6.1
This Agreement may not be transferred or assigned by CONSULTANT except with the prior written consent of COMPANY. COMPANY may
assign this Agreement or its rights hereunder.


 


6.2
This Agreement is governed by and shall be construed and enforced in accordance with the laws of the State of Georgia, without
regard to conflict of law rules. Venue for any legal proceeding or action at equity or law arising out of or for purposes of this
Agreement shall only lie in a court of competent jurisdiction in the State of Georgia.


 


6.3
Nothing in this Agreement shall be construed as (i) a warranty or representation by COMPANY as to the validity, enforceability
or scope of any COMPANY patent or other COMPANY IP; (ii) a warranty or representation that anything made, used, sold, or otherwise
disposed of pursuant to this Agreement is or will be free from infringement of patents or other intangible rights of third parties;
(iii) a requirement that COMPANY shall file any patent application, secure any patent, or maintain any patent in force; (iv) an
obligation on COMPANY to bring or prosecute actions or suits against third parties for infringement of COMPANY patents; (v) an
obligation to furnish any manufacturing or technical information except as specifically provided herein; (vi) a granting by implication,
estoppel, or otherwise, any license or rights under patents, trade secrets, know-how, copyrights, or other intangible rights of
COMPANY or any other COMPANY IP, other than those specifically set forth herein; (vii) a warranty or representation by COMPANY
that it shall not grant the right to others to make, use or sell products covered by the claims of COMPANY patents or other COMPANY
IP.


 


6.4
OTHER THAN ANY WARRANTY EXPRESSLY MADE IN THIS AGREEMENT, COMPANY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND,
EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.


 


6.5
CONSULTANT shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold COMPANY harmless from
and against all claims and expenses, including legal expenses and reasonable attorney fees, arising out of any other claims, proceedings,
demands, expenses, losses, and liabilities of any kind whatsoever (collectively, “Losses”) resulting from the activities
of CONSULTANT, except where such Losses result from the gross negligence or willful misconduct of COMPANY.


 


6.6
The right of either party to terminate this Agreement as provided under Section II herein shall not be an exclusive remedy, and
either party shall be entitled, if the circumstances warrant, alternatively or cumulatively, to damages for breach of this Agreement,
or to an order or injunction requiring performance of the obligations of this Agreement or to any other remedy available at law
or equity.


 



    	 



    	 



    

 


6.7
This Agreement, together with its exhibits and attachments, constitutes the entire agreement and understanding of the parties
with regard to the subject matter hereof and supersedes all prior discussions, negotiations, understandings and agreements between
the parties concerning the subject matter hereof. This Agreement may be amended only by written agreement of the parties hereto.
If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this
Agreement, including all of the remaining terms and provisions, will remain in full force and effect as if such invalid or unenforceable
term or provision had never been included, and any court of competent jurisdiction considering such terms and provisions is hereby
granted the express authority to reform such terms and provisions to the minimum extent necessary to render them enforceable.


 


6.8
Each party to this Agreement hereby agrees to execute, acknowledge and deliver all such further instruments as may be necessary
or appropriate to carry out the intent and purposes of this Agreement.


 


6.9
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of the substantial terms of this Agreement.


 


6.10
Neither party shall be responsible or liable to the other party for nonperformance or delay in performance of any terms or conditions
of this Agreement, except for those relative to the protection of proprietary rights, due to circumstances beyond the control
of the nonperforming or delayed party including, but not limited to, acts of God, acts of government, wars, riots, strikes or
other labor disputes, shortages of labor or materials, fires and floods; provided the nonperforming or delayed party provides
to the other party written notice of the existence and the reason for such nonperformance or delay. Notwithstanding the foregoing,
the nonperformance or delay by any party in excess of 180 days shall constitute cause for termination of this Agreement with such
notice given in writing by one party to the other.


 


6.11
Any notice, report, or consent required or permitted by this Agreement to be given or delivered, shall be in writing and shall
be deemed given or delivered if delivered in person, sent by courier, expedited delivery service, or sent by registered or certified
mail, postage prepaid, return receipt requested, or sent by electronic mail (if confirmed), as follows:


 


	COMPANY:	 	CONSULTANT:
	Medovex
    Corp.	 	CG3
    Consulting LLC
	Jarrett
    Gorlin, CEO	 	Patrick
    Kullmann
	1950
    Airport Rd. Suite A	 	9625
    Xerxes Circle
	Atlanta
    Georgia 30341	 	Bloomington
    MN 55431


 


A
party may change the address listed above by providing notice to the other party in the manner set forth above.


 



    	 



    	 



    

 


6.12
CONSULTANT is an independent contractor with respect to any and all work to be performed under this Agreement from time to time
and shall not be deemed to be an employee, agent or representative of COMPANY. CONSULTANT shall not have any right to enter into
any contract or commitment in the name of, or on behalf of, or to bind COMPANY in any respect whatsoever.


 


6.13
No failure or neglect of COMPANY in any instance to exercise any right, power or privilege hereunder or under law shall constitute
a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by
COMPANY must be contained in a written instrument signed by an executive officer of COMPANY or other person duly authorized by
COMPANY.


 


6.14
This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute
but one and the same instrument.


 


[Signature
Page Follows]


 



    	 



    	 



    

 





IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicate originals effective as of the Effective Date.


 


	COMPANY	 	CONSULTANT
	 	 	 	 	 
	By:	 	 	 	 
	 	Jarrett
    Gorlin	 	Name:	Patrick
    Kullmann, Founder,
	Its:	CEO	 	 	Lead
    Strategist
	 	 	 		EIN/Social
    Security #: ____________




 



    	 



    	 



    

 


APPENDIX
A


 


CONSULTING
SERVICES


 


Responsibilities:
Duties and responsibilities of CONSULTANT shall be, primarily, to perform and assist with duties and responsibilities as a business
advisor and consultant as requested by the Chief Operating Officer (“COO”), and other duties as may be identified
by Management. The Parties agree the requested tasks will not take more than 20 hours per week of the CONSULTANT’S time,
and CONSULTANT has an obligation to inform COMPANY if this situation occurs.


 


Reporting
to: COO


 


Term:
This Agreement will expire on July 31, 2018, subject to modification as specified in Section II of the Agreement.


 


Compensation:
CONSULTANT will receive compensation from COMPANY for services performed hereunder as follows:


 


	 	(a)	COMPANY
    will pay CONSULTANT $9,625.00 for each complete month of service, payable at the end of each month. Consultant will receive
    $4,812.50 for the month of February. If CONSULTANT travels outside of his home area in order to perform those functions outlined
    above in the “Responsibilities” section, he will be reimbursed for all travel and expenses approved in advance
    and submitted for reimbursement and payment within 30 (thirty) days of return from each travel event.
	 	 	 
	 	(b)	COMPANY
    hereby donates the laptop computer currently being used by CONSULTANT to CONSULTANT.
	 	 	 
	 	(c)	In
    addition to reimbursement of approved travel expenses, during the term of this Agreement, COMPANY agrees to reimburse 50%
    of cell phone invoice for phone used to conduct COMPANY business, and any other business expenses that exclusively benefit
    COMPANY.
	 	 	 
	 	(d)	During
    the term of this agreement, COMPANY will reimburse CONSULTANT for 50% of the medical insurance premium paid by CONSULTANT
    for independently obtained medical insurance, up to a maximum of $800 per month.


 


	 	CONSULTANT
    INITIAL: ______
	 	 
	 	COMPANY
    INITIAL: ________