Exhibit
10. 4


 


Execution
Copy


 


CONTRACT
SERVICES AGREEMENT


 


THIS
CONTRACT SERVICES AGREEMENT (this “Agreement”), effective as of January 1, 2020 (the “Effective
Date”), is by and between Solajet Financing Company, Colorado Limited Liability Company, a wholly owned subsidiary
of Bed Therapies, Inc., Texas corporation, with offices located at 999 18th St., Suite 3000, Denver, CO 80202 (the “Company”),
and DryRx, LLC, a Nevada limited liability company, which has an office located in, Ft. Collins, CO 80524 (“DX”).


 


WHEREAS,
DX, is engaged in the business of developing, manufacturing and marketing products and proprietary technologies for the health
and wellness industry;


 


WHEREAS,
DX has developed or acquired certain assets related to dry-hydrotherapy that support the Products as described in this Agreement.
This agreement shall relate to manufacturing, development and servicing of the SolaJet DRYWAVE Massage systems;


 


WHEREAS,
DX and the Company wish to replace the original agreement dated, July 22, 2018 with a term of 2 years (the “Prior Agreement”),
with this Agreement;


 


WHEREAS,
the Company wishes to engage DX as an independent contractor to provide and employ trained personnel as is reasonable, for development
of product, manufacturing and service support, (the “Services”); and


 


WHEREAS,
DX is willing to provide the Services on a non-exclusive basis.


 


NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth below, the Company and DX agree as follows:


 


	1.	TERM
    AND TERMINATION


 


	 	1.1	Unless
    terminated earlier as provided herein, this Agreement shall have a term of two (2) years commencing upon execution of this
    agreement by both parties, unless terminated sooner. By written agreement by all parties this agreement may extend for up
    to 3 successive years.
	 	 	 
	 	1.2	Termination
    for Breach. If either party materially defaults in its performance or breaches any material term or condition of this
    Agreement, then the other party may give written notice to the breaching or defaulting party that if the breach or default
    is not cured within thirty (30) days, the Agreement may be terminated. If such notice is given and the material breach or
    default is not cured during such thirty (30) day period, then the party giving notice of such breach or default will thereafter
    have the right to terminate this Agreement effective immediately.


 






    	 



    	 



    




 


	1.3	Effect
    of Expiration or Termination.


 


	 	1.3.1	Expiration
    or termination of this Agreement shall be without prejudice to any rights which shall have accrued to the benefit of a party
    prior to such expiration or termination. Without limiting the foregoing, Sections 5.3, 6, and 8 shall survive any expiration
    or termination of this Agreement.
	 	 	 
	 	1.3.2	Except
    as otherwise expressly set forth in this Agreement, promptly upon the expiration or earlier termination of this Agreement,
    (a) the terminating party will immediately pay to the other party any amounts owing to the other party through such date,
    and (b) each party shall return to the other party all tangible items regarding the Confidential Information of the other
    party and all copies thereof; provided, however, that each party shall have the right to retain one (1) copy for its legal
    files for the sole purpose of determining its obligations hereunder. Any amounts owed by the non-terminating party shall be
    paid within 90 days.
	 	 	 
	 	1.3.3	If
    terminated by the Company, the Company shall pay DX five percent (5%) of Net Sales for a period of time equal to the number
    of months this Agreement was in place prior to termination not to exceed sixty (60) months. As a precondition to receiving
    this termination fee, DX shall be available to provide up to thirty (30) days of training at the request of the Company after
    termination of this Agreement.


 


	2.	THE
    SERVICES


 


	 	2.1	DX
    will provide manufacturing and support services in connection with the Products for and on behalf of the Company during the
    term of this Agreement as directed by the Company pursuant to the invoices prepared by DX on a monthly basis (collectively,
    the “Services”).
	 	 	 
	 	2.2	DX
    will assign and devote to the rendering of the Services such DX personnel as will ensure the timely and commercially reasonable
    performance of the Services.
	 	 	 
	 	2.3	DX
    will perform the Services in accordance with the standards specified by the Company from time to time.
	 	 	 
	 	2.4	Manufacturing
    and Operations. DX will be responsible for the manufacturing oversight and production operations of the current products
    and other products that may be introduced from time to time by the Company in the Business (collectively, the “Products”).
    Such responsibility shall include, but not be limited to:


 


	 	2.4.1	identification
    of suppliers and production relationships;
	 	2.4.2	compliance
    with associated regulatory affairs;
	 	2.4.3	recruitment
    and management of production staffing;
	 	2.4.4	implementation
    and tracking of quality and service;
	 	2.4.5	identification
    and maintenance of SolaJet service standards;
	 	2.4.6	coordination,
    management and rollout of Company service plan;





 



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	3.	COMPENSATION
    AND EXPENSES


 


	 	3.1	Performance
    Incentive Fee. In addition invoiced services fees and preapproved overhead bonuses/commissions described herein, Company
    shall pay DX fifteen (15) days after the end of each quarter:



 


	 	3.1.1	10%
    of Net Selling Profit
	 	 	Net
    Selling Profit will be defined as Net Sales less COGS and all expenses associated with the Services and the other expenses
    paid pursuant to this Section 3.


 


	4.	RECONCILIATION
    OF AMOUNTS DUE


 


	 	4.1	Amounts
    paid to DX. Over the course of the Prior Agreement, the Company paid $2,348,129, for services rendered, including inventory.
    Part of the services rendered was for finished goods inventory of Solajet beds. As of December 31, 2019, the Company has balance
    of $1,241,129 for prepaid inventory, paid to DX. Effective January 1, 2020, DX agrees to transfer the title to the prepaid
    inventory to the Company as well as the storage agreement with Monarchline Logistics, Inc.


 


	5.	INTELLECTUAL
    PROPERTY


 


	 	5.1	Definitions.
	 	 	 
	 	 	a)
    “Intellectual Property” certain intellectual property or know how pertaining to sales strategies,
    marketing materials and selling tactics have been developed by DX and shall remain property of DX but shall be shared or utilized
    in the fulfilment of this Service Agreement.


 


	 	5.3		Acknowledgment.
	 	 	 	 
	 	 	 	a)
    No Rights. Company acknowledges the DX’s right, title and interest in and to any and all Background Intellectual
    Property and that, except as specified in this Agreement, Company will not acquire any rights whatsoever in or to Background
    Intellectual Property. Licenses. Company further acknowledges that the DX’s rights in the Background Intellectual
    Property may derive from licensing agreements between DX and third parties holding legal title (“Licensing Agreements”).
	 	 	 	b)
    Non-disclosure. DX must hold in confidence and may not disclose or make available to any third parties, other than
    to the Company’s affiliates who have undertaken a similar non-disclosure obligation, the Products or any Confidential
    Information (as hereinafter defined) made available pursuant to this Agreement. DX and the Company must also take such reasonable
    precautions (including the execution of an appropriate confidentiality agreement with its employees) that DX or the Company
    may request in an effort to make certain that the Confidential Information will continue to be held in confidence.


 


	 	5.4	Notice
    of Third Party Claims. DX shall immediately give written notice to the Company of any third party demand, claim or proceeding
    alleging that the exercise by DX of any of the rights granted to it by this Agreement, in the manner and for the purposes
    contemplated by this Agreement, infringes any intellectual property belonging to a third party.





 



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	6	CONFIDENTIALITY


 


	 	6.1	For
    purposes of this Agreement, the term “Confidential Information” means any information disclosed to Company, orally
    or in writing, or known by DX directly or indirectly as a consequence of this Agreement, and not generally known outside of
    the DX and which in any way relates to the business of the DX or its affiliates including, but not limited to, information
    relating to research, development, inventions, discoveries, concepts, ideas (whether patentable or not), data, technical information,
    know-how, management practices, business strategy (including joint ventures, acquisitions or similar transactions), financial
    information, accounting, production, information systems, purchases, marketing, merchandising and selling materials.
	 	 	 
	 	6.2	Company
    hereby agrees that it shall not disclose any Confidential Information to anyone other than its employees who have a need to
    know or evaluate such information in order to perform Company’s obligations hereunder. Such employees shall be bound
    by this provision. Company shall not use Confidential Information for its own benefit or for the benefit of any third party
    without the DX’s written consent. Company’s obligations under this Agreement regarding Confidential Information
    shall not apply to any Confidential Information which:


 


a)
was known by Company before it was disclosed to it by DX and was not subject to any obligation of confidentiality;


 


b)
was in the public domain or entered the public domain through no fault of Company; or


 


c)
must be disclosed by operation of law or pursuant to a court order or ruling; but only to the extent of such disclosure.


 


	 	6.3	Company’s
    obligations under this Agreement regarding Confidential Information survives the termination or expiration of this Agreement.


 


	7	DX
    IS NOT AN AGENT OF THE COMPANY


 


	 	The
    relationship between the Company and DX established by this Agreement is not that of principal and agent, nor that of employer
    and employee, partners or joint venturers. DX is not granted any authority to create any obligation, express or implied, on
    behalf of, or in the name of, the Company, or to bind the Company in any manner whatsoever. DX will not make available, and
    the Company will not use, DX’s premises or facilities on a continuous basis unless agreed to between the parties pursuant
    to a separate agreement.


 






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	8	GENERAL
    PROVISIONS


 


	 	8.1	Assignment.
    This Agreement may not be assigned by either party without the prior written consent of the other, except, in the case of
    the DX to entities which are, directly or indirectly, wholly-owned affiliates of DX.
	 	 	 
	 	8.2	Successors
    and Assigns. Except as limited by the Assignment provisions hereof, this Agreement, its terms and conditions will be binding
    upon and inure to the benefit of the parties hereto and their respective legal representatives, successors, and assigns.
	 	 	 
	 	8.3	Governing
    Law. This Agreement shall be governed by, and construed in accordance with, the laws of Colorado, conflict-of-law principles
    excluded.
	 	 	 
	 	8.4	Entire
    Agreement. This Agreement supersedes all prior or contemporaneous written or oral agreements and understandings relating
    to the subject matter hereof between DX and the Company. Neither party is entitled to rely on any representations of any officer,
    employee or agent of the other party which is not expressly set forth in this Agreement.
	 	 	 
	 	8.5	Amendments.
    This Agreement may not be amended, altered or changed unless in writing signed by the parties.
	 	 	 
	 	8.6	Severability.
    If any provision of this Agreement is, for any reason, held invalid or illegal in any respect, such invalidity or illegality
    will not affect the validity of this Agreement itself and there will be substituted for the affected provision, a valid and
    enforceable provisions which most closely approximates the intent and economic effect of the invalid provision. If such provision
    cannot be amended so as to be valid and enforceable, then such provision is severable from this Agreement, and the remaining
    provisions of this Agreement will remain valid and enforceable.
	 	 	 
	 	8.7	Waiver.
    Either party’s failure to enforce any provision of this Agreement or to require performance by the other party will
    not be construed as a waiver of such provision nor affect the validity of this Agreement or any part thereof, or either party’s
    right to enforce any provisions thereafter.
	 	 	 
	 	8.8	Counterparts.
    This agreement may be executed in two or more counterparts and delivered by e-mail or facsimile, all of which taken together
    will constitute one instrument.
	 	 	 
	 	8.9	Headings.
    The headings contained in this Agreement are for convenience and reference only and do not define, limit, extend, or describe
    the scope of this Agreement or the intent of any provision thereof.


 


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IN
WITNESS WHEREOF, the parties to this Agreement have executed this Agreement as of the Effective Date.


 


	SOLAJET
    FINANCING COMPANY, LLC	 	 	DRYRX,
    LLC.
	 	 	 	 	 
	By:	/s/
    Nickolay Kukekov	 	By:	/s/
    Todd Howe  
	Name:	Nickolay
    Kukekov    	 	Name:	Todd
    Howe 
	Its:	 Director      	 	Its:
    	Manager     


 




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