Exhibit 10.52


 


INDEMNIFICATION AGREEMENT 


 


INDEMNIFICATION AGREEMENT
(this “Agreement”) is entered into as of ______, 2022 by and between Marizyme, Inc., a Nevada corporation (the “Company”)
and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.


 


BACKGROUND


 


The Board of Directors of
the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons
to serve the Company is detrimental to the best interests of the Company and its shareholders and that it is reasonable and necessary
for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services
to the Company.


 


AGREEMENT 


 


In consideration of the premises
and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


A.    DEFINITIONS


 


1.
Definitions. The following terms shall have the meanings defined below:


 


Expenses shall
include, without limitation, damages, judgments, fines, penalties, settlements and costs, attorneys’ fees and disbursements and
costs of attachment or similar bond, investigations, and any other expenses paid or incurred in connection with investigating, defending,
being a witness in, participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding.


 


Indemnifiable Event
means any event or occurrence that takes place either before or after the execution of this Agreement, related to the fact that Indemnitee
is or was a director or an officer of the Company, or is or was serving at the request of the Company as a director or officer of another
corporation, partnership, joint venture or other entity, or related to anything done or not done by Indemnitee in any such capacity, including,
but not limited to, neglect, breach of duty, error, misstatement, misleading statement or omission.


 


Participant
means a person who is a party to, or witness or participant (including on appeal) in, a Proceeding.


 


Proceeding
means any threatened, pending, or completed action, suit, arbitration or proceeding, or any inquiry, hearing or investigation, whether
civil, criminal, administrative, investigative or other, including appeal, in which Indemnitee may be or may have been involved as a party
or otherwise by reason of an Indemnifiable Event.


 


B.   AGREEMENT
TO INDEMNIFY


 


1.
General Agreement to Indemnify. In the event Indemnitee was, is, or becomes a Participant in, or is threatened to be made
a Participant in, a Proceeding, the Company shall indemnify the Indemnitee from and against any and all Expenses which Indemnitee incurs
or becomes obligated to incur in connection with such Proceeding, whether or not such Proceeding proceeds to judgment or is settled or
is otherwise brought to a final disposition, to the fullest extent permitted by applicable law.


 






     


     


    

 


2.
Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that
Indemnitee has been successful on the merits in defense of any Proceeding or in defense of any claim, issue or matter in such Proceeding,
the Company shall indemnify Indemnitee against all Expenses incurred in connection with such Proceeding or such claim, issue or matter,
whether or not such Proceeding proceeds to judgment or is settled or is otherwise brought to a final disposition, as the case may be,
offset by the amount of cash, if any, received by the Indemnitee resulting from his/her success therein.


 


3.
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company
for a portion of Expenses, but not for the total amount of Expenses, the Company shall indemnify the Indemnitee for the portion of such
Expenses to which Indemnitee is entitled.


 


4.
Exclusions. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification
under this Agreement:


 


(a)
to the extent that payment is actually made to Indemnitee under a valid, enforceable and collectible insurance policy;


 


(b)
to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement;


 


(c)
subject to Section C.2(a), in connection with a judicial action by or in the right of the Company, in respect of any claim, issue
or matter as to which the Indemnitee shall have been adjudicated by a court of competent jurisdiction, in a decision from which there
is no further right of appeal, to be liable for gross negligence or knowing or willful misconduct in the performance of his/her duty to
the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity
for such Expenses as such court shall deem proper;


 


(d)
in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Company or any other
party, and not by way of defense, unless (i) the Company has joined in or the Board of Directors has consented to the initiation of such
Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law;


 


(e)
brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Company shall
indemnify Indemnitee under this Agreement as to any claims upon which suit may be brought against him/her by reason of any alleged dishonesty
on his/her part, unless a judgment or other final adjudication thereof adverse to the Indemnitee establishes that he/she committed (i)
acts of active and deliberate dishonesty, (ii) with actual dishonest purpose and intent, and (iii) which acts were material to the cause
of action so adjudicated;


 


(f)
for any judgment, fine or penalty which the Company is prohibited by applicable law from paying as indemnity;


 


(g)
arising out of Indemnitee’s breach of an employment agreement with the Company (if any) or any other agreement with the Company
or any of its subsidiaries, or


 


(h)
arising out of Indemnitee’s personal income tax payable on any salaries, bonuses, director’s fees, including fees for
attending meetings, or gain on disposition of shares, options or restricted shares of the Company.


 






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5.
No Employment Rights. Nothing in this Agreement is intended to create in Indemnitee any right to employment with the Company.


 


6.
Contribution. If the indemnification provided in this Agreement is unavailable and may not be paid to Indemnitee for any
reason other than those set forth in Section B.4, then the Company shall contribute to the amount of Expenses paid in settlement actually
and reasonably incurred and paid or payable by Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received
by the Company on the one hand and by the Indemnitee on the other hand from the transaction or events from which such Proceeding arose,
and (ii) the relative fault of the Company on the one hand and of the Indemnitee on the other hand in connection with the events which
resulted in such Expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and
of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent the circumstances resulting in such Expenses, judgments, fines or settlement
amounts. The Company agrees that it would not be just and equitable if contribution pursuant to this Section B.6 were determined by pro
rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.


 


C.   INDEMNIFICATION
PROCESS


 


1.
Notice and Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to his/her right to be indemnified under
this Agreement, give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification
will or could be sought under this Agreement, provided that the delay of Indemnitee to give notice hereunder shall not prejudice any of
Indemnitee’s rights hereunder, unless such delay results in the Company’s forfeiture of substantive rights or defenses. Notice
to the Company shall be given in accordance with Section F.7 below. If, at the time of receipt of such notice, the Company has directors’
and officers’ liability insurance policies in effect, the Company shall give prompt notice to its insurers of the Proceeding relating
to the notice. The Company shall thereafter take all necessary and desirable action to cause such insurers to pay, on behalf of Indemnitee,
all Expenses payable as a result of such Proceeding. In addition, Indemnitee shall give the Company such cooperation as the Company may
reasonably request and the Company shall give the Indemnitee such cooperation as the Indemnitee may reasonably request, including providing
any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee
or the Company, as the case may be.


 


2.
Indemnification Payment.


 


(a)
Advancement of Expenses. Indemnitee may submit a written request with reasonable particulars to the Company requesting that
the Company advance to Indemnitee all Expenses that may be reasonably incurred in advance by Indemnitee in connection with a Proceeding.
The Company shall, within ten (10) business days of receiving such a written request by Indemnitee, advance all requested Expenses to
Indemnitee. Any excess of the advanced Expenses over the actual Expenses will be repaid to the Company.


 


(b)
Reimbursement of Expenses. To the extent Indemnitee has not requested any advanced payment of Expenses from the Company,
Indemnitee shall be entitled to receive reimbursement for the Expenses incurred in connection with a Proceeding from the Company as soon
as practicable and, in any event, within thirty (30) days after Indemnitee makes a written request to the Company for reimbursement unless
the Company refers the indemnification request to the Reviewing Party in compliance with Section C.2(c) below.


 






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(c)
Determination by the Reviewing Party. If the Company reasonably believes that it is not obligated under this Agreement to
indemnify the Indemnitee, the Company shall, within ten (10) days after the Indemnitee’s written request for an advancement or reimbursement
of Expenses, notify the Indemnitee that the request for advancement of Expenses or reimbursement of Expenses will be submitted to the
Reviewing Party (as hereinafter defined). The Reviewing Party shall make a determination on the request within thirty (30) days after
the Indemnitee’s written request for an advancement or reimbursement of Expenses. Notwithstanding anything foregoing to the contrary,
in the event the Reviewing Party informs the Company that Indemnitee is not entitled to indemnification in connection with a Proceeding
under this Agreement or applicable law, the Company shall be entitled to be reimbursed by Indemnitee for all the Expenses previously advanced
or otherwise paid to Indemnitee in connection with such Proceeding; provided, however, that Indemnitee may bring a suit
to enforce his/her indemnification right in accordance with Section C.3 below.


 


3.
Suit to Enforce Rights. Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification
within thirty (30) days after making a written demand in accordance with Section C.2 above or fifty (50) days if the Company submits a
request for advancement or reimbursement to the Reviewing Party under Section C.2(c), Indemnitee shall have the right to enforce its indemnification
rights under this Agreement by commencing litigation in any court of competent jurisdiction seeking a determination by the court or challenging
any determination by the Reviewing Party or with respect to any breach in any aspect of this Agreement. Any determination by the Reviewing
Party not challenged by Indemnitee and any judgment entered by the court shall be binding on the Company and Indemnitee.


 


4.
Assumption of Defense. In the event the Company is obligated under this Agreement to advance or bear any Expenses for any
Proceeding against Indemnitee, the Company shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee,
upon delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee
and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel
subsequently incurred by Indemnitee with respect to the same Proceeding, unless (i) the employment of counsel by Indemnitee has been previously
authorized by the Company, (ii) Indemnitee shall have reasonably concluded, based on written advice of counsel, that there may be a conflict
of interest of such counsel retained by the Company between the Company and Indemnitee in the conduct of any such defense, or (iii) the
Company ceases or terminates the employment of such counsel with respect to the defense of such Proceeding, in any of which events the
fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. At all times, Indemnitee shall have the right
to employ counsel in any Proceeding at Indemnitee’s expense.


 


5.
Burden of Proof and Presumptions. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled
to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption in reaching any contrary
determination.


 


6.
No Settlement Without Consent. Neither party to this Agreement shall settle any Proceeding in any manner that would impose
any damage, loss, penalty or limitation on Indemnitee without the other party’s written consent. Neither the Company nor Indemnitee
shall unreasonably withhold its consent to any proposed settlement.


 


7.
Company Participation. Subject to Section B.6, the Company shall not be liable to indemnify the Indemnitee under this Agreement
with regard to any judicial action if the Company was not given a reasonable and timely opportunity, at its expense, to participate in
the defense, conduct and/or settlement of such action.


 






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8.
Reviewing Party.


 


(a)
For purposes of this Agreement, the Reviewing Party with respect to each indemnification request of Indemnitee that is referred
by the Company pursuant to Section C.2(c) above shall be (A) the Board of Directors by a majority vote of a quorum consisting of Disinterested
Directors (as hereinafter defined), or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable
or, even if obtainable, said Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors,
a copy of which shall be delivered to Indemnitee. If the Reviewing Party determines that Indemnitee is entitled to indemnification, payment
to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity
making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons
or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure
and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the
Board of Directors shall act reasonably and in good faith in making a determination under this Agreement of the Indemnitee’s entitlement
to indemnification. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee
in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination
as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.
“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect
of which indemnification is sought by Indemnitee.


 


(b)
If the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected
as provided in this Section C.8(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such
selection be made by the Board of Directors, in which event the proceeding sentence shall apply), and Indemnitee shall give written notice
to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the
case may be, may, within 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee,
as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on
the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined
in Section C.8(d) of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent
a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated,
the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined
that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification, no Independent
Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the a court of competent jurisdiction
for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent
Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall
designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel.
The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection
with acting under this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section
C.8(b), regardless of the manner in which such Independent Counsel was selected or appointed.


 






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(c)
In making a determination with respect to entitlement to indemnification hereunder, the Reviewing Party shall presume that Indemnitee
is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with this
Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons
or entity of any determination contrary to that presumption. The termination of any Proceeding or of any claim, issue or matter therein,
by judgment, order, settlement (with or without court approval), conviction, or upon a plea of nolo contendere or its equivalent,
shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification
or create a presumption that Indemnitee did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed
to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that
his/her conduct was unlawful. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith
if Indemnitee’s action is based on the records or books of account of the Company and any other corporation, partnership, joint
venture or other entity of which Indemnitee is or was serving at the written request of the Company as a director, officer, employee,
agent or fiduciary, including financial statements, or on information supplied to Indemnitee by the officers and directors of the Company
or such other corporation, partnership, joint venture or other entity in the course of their duties, or on the advice of legal counsel
for the Company or such other corporation, partnership, joint venture or other entity or on information or records given or reports made
to the Company or such other corporation, partnership, joint venture or other entity by an independent certified public accountant or
by an appraiser or other expert selected with reasonable care by the Company or such other corporation, partnership, joint venture or
other entity. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company
or such other corporation, partnership, joint venture or other entity shall not be imputed to Indemnitee for purposes of determining the
right to indemnification under this Agreement. The provisions of this Section C.8(c) shall not be deemed to be exclusive or to limit in
any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this
Agreement.


 


(d) “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently
is, nor in the past five (5) years has been, retained to represent (i) the Company or Indemnitee in any matter material to either such
party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification
agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing,
the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s
rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify
such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement
pursuant hereto.


 


D.    DIRECTOR
AND OFFICER LIABILITY INSURANCE


 


1.
Good Faith Determination. The Company shall from time to time make the good faith determination whether or not it is practicable
for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and
directors of the Company with coverage for losses incurred in connection with their services to the Company or to ensure the Company’s
performance of its indemnification obligations under this Agreement.


 


2.
Coverage of Indemnitee. To the extent the Company maintains an insurance policy or policies providing directors’ and
officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to
the maximum extent of the coverage available for any of the Company’s directors or officers.


 


3.
No Obligation. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain any director and
officer insurance policy if the Company determines in good faith that such insurance is not reasonably available in the case that (i)
premium costs for such insurance are disproportionate to the amount of coverage provided, or (ii) the coverage provided by such insurance
is limited by exclusions so as to provide an insufficient benefit.


 






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E.   NON-EXCLUSIVITY;
FEDERAL PREEMPTION; TERM


 


1.
Non-Exclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee
may be entitled under the Company’s articles of incorporation and bylaws, as may be amended from time to time, applicable law or
any written agreement between Indemnitee and the Company (including its subsidiaries and affiliates). The indemnification provided under
this Agreement shall continue to be available to Indemnitee for any action taken or not taken while serving in an indemnified capacity
even though he/she may have ceased to serve in any such capacity at the time of any Proceeding. To the extent that a change in the laws
of the State of Nevada permits greater indemnification by agreement than would be afforded under the Company’s articles of incorporation
or bylaws or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits
so afforded by such change.


 


2.
Federal Preemption. Notwithstanding the foregoing, both the Company and Indemnitee acknowledge that in certain instances,
U.S. federal law or public policy may override applicable law and prohibit the Company from indemnifying its directors and officers under
this Agreement or otherwise. Such instances include, but are not limited to, the U.S. Securities and Exchange Commission’s (the
“SEC”) prohibition on indemnification for liabilities arising under certain Federal securities laws. Indemnitee understands
and acknowledges that the Company has undertaken or may be required in the future to undertake with the SEC to submit the question of
indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify
Indemnitee.


 


3.
Company Indemnitor of First Resort. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification,
advancement of expenses and/or insurance provided by one or more of his or her employers and certain of their Affiliates (collectively,
the “Employer Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations
to Indemnitee is primary and any obligation of the Employer Indemnitors to advance expenses or to provide indemnification for the same
expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred
by Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or
on behalf of any Indemnitee to the extent legally permitted and as required by this Agreement (or any agreement between the Company and
such Indemnitee), without regard to any rights such Indemnitee may have against the Employer Indemnitors and (iii) it irrevocably waives,
relinquishes and releases the Employer Indemnitors from any and all claims against the Employer Indemnitors for contribution, subrogation
or any other recovery of any kind in respect thereof.


 


4.
Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee
is an officer and/or a director of the Company (or is or was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee
shall be subject to any Proceeding by reason of his/her former or current capacity at the Company or any other enterprise at the Company’s
request, whether or not he/she is acting or serving in any such capacity at the time any Expense is incurred for which indemnification
can be provided under this Agreement. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an
officer and/or a director of the Company or any other enterprise at the Company’s request.


 






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F.    MISCELLANEOUS


 


1.
Amendment of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed
in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall operate as a waiver of any other provisions
(whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided in this Agreement, no
failure to exercise or any delay in exercising any right or remedy shall constitute a waiver.


 


2.
Subrogation. In the event of payment to Indemnitee by the Company under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything
that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company to bring suit to
enforce such rights.


 


3.
Assignment; Binding Effect. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either
party hereto without the prior written consent of the other party; except that the Company may, without such consent, assign all such
rights and obligations to a successor in interest to the Company which assumes all obligations of the Company under this Agreement. Notwithstanding
the foregoing, this Agreement shall be binding upon and inure to the benefit of and be enforceable by and against the parties hereto and
the Company’s successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or
substantially all of the business and/or assets of the Company) and assigns, as well as Indemnitee’s spouses, heirs, and personal
and legal representatives.


 


4.
Severability and Construction. Nothing in this Agreement is intended to require or shall be construed as requiring the Company
to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to a court order, to perform its obligations
under this Agreement shall not constitute a breach of this Agreement. In addition, if any portion of this Agreement shall be held by a
court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to
the fullest extent permitted by applicable law. The parties hereto acknowledge that they each have opportunities to have their respective
counsels review this Agreement. Accordingly, this Agreement shall be deemed to be the product of both of the parties hereto, and no ambiguity
shall be construed in favor of or against either of the parties hereto.


 


5.
Counterparts. This Agreement may be executed in two counterparts, both of which taken together shall constitute one instrument.


 


6.
Governing Law. This agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws of the State of Florida, without giving effect to conflicts
of law provisions thereof.


 


7.
Notices. All notices, demands, and other communications required or permitted under this Agreement shall be made in writing
and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed via postage prepaid, certified or registered
mail, return receipt requested, and addressed to the Company at:


 


Marizyme, Inc.


555 Heritage Drive, Suite 205


Jupiter, Florida 33458


Attention: Chief Executive Officer


 


and to Indemnitee at his/her address
last known to the Company.


 


8.
Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings,
both written and oral, between the parties with respect to the subject matter hereof.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties
hereto execute this Agreement as of the date first written above.


 


	 	COMPANY: 
	 	 
	 	Marizyme, Inc.
	 	 
	 	By:	 
	 	Name:  	David Barthel
	 	Title:  	Chief Executive Officer
	 	 	 
	 	INDEMNITEE: 
	 	 
	 	 
	 	Name: 	 






 


 


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