EXHIBIT 10.12


 


 





EMPLOYMENT
AGREEMENT


THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of November 15, 2016 (the “Effective Date”),
between InnerScope Advertising Agency, Inc., a Nevada corporation (“the Company”) and Kimberly Moore (the “Executive”).


WHEREAS,
prior to the date hereof the Executive has served as Chief Financial Officer (“CFO”) and Treasurer of the Company
as well as a member of the Company’s Board of Directors (the “BOD”); and


WHEREAS,
the Company desires to enter into this Agreement with the Executive and to ensure the continued availability to the Company of
the Executive’s services, and the Executive is willing to accept such employment and render such services, all upon and
subject to the terms and conditions contained in this Agreement.


NOW,
THEREFORE, in consideration of the premises and the mutual covenants set forth in her Agreement, and intending to be legally bound,
the Company and the Executive agree as follows:


1. Representations
and Warranties. The Executive hereby represents and warrants to the Company that he (i) is not subject to any
non-solicitation or non-competition agreement affecting her employment with the Company, (ii) is not subject to any
confidentiality or nonuse/nondisclosure agreement affecting her employment with the Company, and (iii) has brought to the
Company no trade secrets, confidential business information, documents, or other personal property of a prior
employer.


2. Term
of Employment.


(a) Term.
The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company as an “at
will” employee, commencing as of the Effective Date and continuing until terminated either by the Company or the
Executive. Executive and Company acknowledge and understand that as an “at will” employee, Executive and/or
Company may terminate this Employment Agreement with or without cause, provided the terminating party gives at least 90 days
notice of their intent to terminate this Agreement. This 90-day notice requirement is not binding upon Company if Executive
commits acts of malfeasance as further discussed in Section 6..


(b) Continuing
Effect. Notwithstanding any termination of this Agreement, at the end of the Term or otherwise, the provisions of
Sections 6(e), 7, 8, 9, 11 14, 17, 18, and 22 shall remain in full force and effect and the provisions of Section 8 shall be
binding upon the legal representatives, successors and assigns of the Executive.


3. Duties.


(a) General
Duties. The Executive shall serve as CFO and Treasurer of the Company, with duties and responsibilities that are
customary for such an executive. The Executive shall also perform such other duties as shall be reasonably determined from
time to time by the BOD and such services for such subsidiaries of the Company as may be necessary. The Executive shall use
her best efforts to perform her duties and discharge her responsibilities pursuant to this Agreement competently, carefully
and faithfully. 


(b) Devotion
of Time. Subject to the last two sentences of this Section 3(b), Executive shall devote a reasonable amount of her
business time, attention and energies to the affairs of the Company and its subsidiaries and affiliates as are necessary to
perform her duties and responsibilities pursuant to this Agreement. The Executive shall not enter the employ of or serve as a
consultant to (other than the agreements with Helix Care (California), Inc. (“Helix”), or in any way perform any
services with or without compensation to, any other persons, business, or organization, without the prior consent of the BOD
or the shareholders. Notwithstanding the above, the Executive shall be permitted to devote a limited amount of her time, to
professional, charitable or similar organizations, including serving as a non-executive director or an advisor to a BOD,
committee of any company or organization provided that such activities are not directly or indirectly in conflict with the
business of the Company and/or do not interfere with the Executive’s performance of her duties and responsibilities as
provided hereunder. If any of these activities present a direct or indirect conflict of interest, Executive shall obtain the
permission of the BOD or the shareholders.


(c) Location
of Office. The Executive’s principal business office shall be in the Company’s offices in Roseville,
California or such other location as shall be mutually agreeable to the Executive and the Company. Executive is not required
to perform her job duties at the Company’s offices, but shall work at the Company’s offices as needed to
supervise the Company’s employees and ensure the success of the Company.


(d)
Adherence to Inside Information Policies. The Executive acknowledges
that the Company is publicly-held and, as a result, has implemented inside information policies designed to preclude its executives
and those of its subsidiaries from violating the federal securities laws by trading on material, non-public information or passing
such information on to others in breach of any duty owed to the Company, or any third party. The Executive shall promptly execute
any agreements generally distributed by the Company to its employees requiring such employees to abide by its inside information
policies. Executive agrees that prior to selling more than 5% of her stock holdings in any single day, Executive shall consult
with the Company’s counsel to ensure compliance with Securities laws.


4. Compensation
and Expenses.


(a) Salary.
For the services of the Executive to be rendered under this Agreement, the Company shall pay the Executive an annual salary
of $125,000 (the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and
regulations payable in accordance with the Company’s customary payroll practices. 


(b) Bonus.
The Executive is eligible to participate in any bonus plan the BOD implements.


(c) Expenses(a).
In addition to any compensation received pursuant to this Section 4, the Company will reimburse or advance funds to the
Executive for all reasonable documented travel, entertainment and miscellaneous expenses incurred in connection with the
performance of her duties under this Agreement, provided that the Executive properly provides a written accounting of
such expenses to the Company in accordance with the Company’s practices. Such reimbursement or advances will be
made in accordance with policies and procedures of the Company in effect from time to time relating to reimbursement of, or
advances to, its executive officers.


5. Benefits.


(a)Paid
Time Off. As an executive, time off will not be governed or restricted. The Executive shall take reasonable amounts of time
off according to her discretion and with the full consent and approval of the BOD, provided
that such activities do not interfere with the Executive’s performance of her duties and responsibilities as provided hereunder.
Executive is well aware that he will be available to the Company while on time off (by cell phone and e-mail whenever logistically
possible) and will be willing to prematurely end time off as the needs of the Company may dictate (whenever logistically possible).


 


(b) Employee
Benefit Programs. The Executive is entitled to participate in any pension, 401(k), insurance or other employee benefit
plan that is maintained by the Company for its executives, including programs of life insurance, health insurance and
reimbursement of membership fees in professional organizations. All such benefit programs shall be approved by the
BOD.


 


6. Termination.


(a) In
the event of termination of employment by the Company without Cause, the Executive shall be immediately entitled to one
month of salary for every two months worked, up to a maximum of 18 paid months as severance, less all amounts of salary and
cash bonus payments previously received under this Agreement. Such severance shall be paid by the Company at the same times
as it pays its executives. Executive acknowledges and understands that said payments shall cease or be limited to the
difference in Executive’s salary with Company and new employer upon Executive finding new employment. For example,
should Executive find new employment paying $100,000 per year, Executive shall only be entitled to $125,000 for each month
Executive is entitled to severance payment. Executive further acknowledges and agrees that Executive is obligated to make
reasonable and good faith efforts to find new employment upon severance payments commencing. Failure to make such reasonable
and good faith efforts by Executive give Company the option, but not the obligation, to discontinue such severance
payments.


(b) Termination
for Cause. In the event Executive is terminated for Cause, the Company may terminate this Agreement, and the Executive
shall have no right to compensation, severance as defined in Section 6(a) or reimbursement for expenses not directly related
to the benefit of the Company, or to participate in any Executive benefit programs under Section 5, except as may otherwise
be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement,
“Cause” shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, any felony
(including, but not limited to, any felony involving fraud, moral turpitude, embezzlement or theft in connection with the
Executive’s duties or in the course of the Executive’s employment with the Company); (ii) the Executive, in
carrying out her duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in harm
to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company; (iv) the Executive
breaches her fiduciary duty to the Company resulting in profit to him, directly or indirectly, without the express written
permission of the BOD; (v) the Executive materially breaches any agreement with the Company; (vi) the Executive breaches any
provision of Section 7 or Section 8; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a
United States District Court enjoining the Executive from violating any securities law administered or regulated by the
Securities and Exchange Commission; (viii) the Executive becomes subject to a cease and desist order or other order issued by
the Securities and Exchange Commission after an opportunity for a hearing; (ix) the Executive refuses to carry out a
resolution adopted by the Company’s BOD at a meeting in which the Executive was offered a reasonable opportunity to
argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes
with the successful performance of her duties; (xi) the Executive fails to perform her duties under the Agreement by the
Executive for any reason other than Section 6(c) of this Agreement. 


(c) Death
or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the
death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the
Executive is unable to engage in her customary duties by reason of any medically determinable physical or mental impairment
that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is,
by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for
continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three
months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined to be
totally disabled by the Social Security Administration. Any question as to the existence of a disability shall be determined
by the written opinion of the Executive’s regularly attending physician (or her guardian) (or the Social Security
Administration, where applicable). In the event that the Executive’s employment is terminated by reason of
Executive’s death or disability, the Company shall pay the following to the Executive or her personal representative:
(i) any accrued but unpaid Base Salary for services rendered to the date of termination and (ii) any accrued but unpaid
expenses required to be reimbursed under this Agreement.


(d) Other
Termination. 


(1)
This Agreement may be terminated: (i) by the Executive for Good Reason (as defined below and subject to Section 6(b) of this
Agreement), (ii) by the Company without Cause, or (iii) by the Executive without reason, provided the Executive gives the Company
90 days notice.


(2)
In the event this Agreement is terminated by the Company without Cause, but the Company desires for Executive’s termination
date be some date beyond the date of termination notice, the Executive shall be entitled to only the following:


(A)Any
accrued but unpaid Base Salary for services rendered to the date of termination;


(B)
Amounts specified in 6(a) of this Agreement but only if terminated without Cause;


(C)Any
accrued but unpaid reasonable business expenses required to be reimbursed under this Agreement; and


(D)any
benefits (except perquisites) to which the Executive was entitled pursuant to Section 5(b) hereof shall continue to be paid or
provided by the Company, as the case may be, for three months, subject to the terms of any applicable plan or insurance contract
and applicable law provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)
(5) or otherwise. In the event all or a portion of the benefits to which the Executive was entitled pursuant to Section 5(b) hereof
are subject to 409A of the Code, the Executive shall not be entitled to the benefits that are subject to Section 409A of the Code
subsequent to the “applicable 2 1⁄2 month period” (as such term is defined under
Treasury Regulation Section 1.409A-1(b)(4)(i)(A)). 


(3)
In the event of a Change of Control during the Term, the Executive shall be entitled to receive each of the provisions
of Section 6(d)(2)(A) – (D) above except the benefits under Section 6(d)(2)(D) shall continue for a three month period
provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or
otherwise. In the event all or a portion of the benefits under Section 6(e)(2)(D) are subject to 409A of the Code, the
Executive shall not be entitled to the benefits that are subject to Section 409A of the Code subsequent to the
“applicable 2 1⁄2 month period” (as such term is defined under Treasury
Regulation Section 1.409A-1(b)(4)(i)(A)). 


Any
termination made by the Company under this Agreement shall be approved by the BOD.


(e) Upon
(1) voluntary or involuntary termination of the Executive’s employment or (2) the Company’s request at any time
during the Executive's employment, the Executive shall (i) provide or return to the Company any and all Company property,
including keys, key cards, access cards, security devices, employer credit cards, network access devices, computers, cell
phones, smartphones, manuals, work product, thumb drives or other removable information storage devices, and hard drives, and
all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those
that constitute or contain any Confidential Information or work product, that are in the possession or control of the
Executive, whether they were provided to the Executive by the Company or any of its business associates or created by the
Executive in connection with her employment by the Company; and (ii) delete or destroy all copies of any such documents and
materials not returned to the Company that remain in the Executive’s possession or control, including those stored on
any non-Company devices, networks, storage locations and media in the Executive’s possession or control.


7. Non-Solicitation
of Employees.


(a) Solicitation
of Employees. For two years following Executive’s termination from the Company, for any reason, the Executive
agrees that he shall not, directly or indirectly, request, recommend or advise any employee of the Company to terminate her
or her employment with the Company, for the purposes of providing services to Executive’s new employer or another
Company, or solicit for employment or recommend to any third party the solicitation for employment of any individual who was
employed by the Company or any of its subsidiaries and affiliates at any time during the one year period preceding the
Executive’s termination of employment. Additionally, Executive agrees that he shall not hire any person who previously
worked for the Company for two years following her termination.


(b) Non-disparagement.
The Executive agrees that, after the end of her employment, he will refrain from making, in writing or orally, any
unfavorable comments about the Company, it Directors, Officers, shareholders, its operations, policies, or procedures that
would be likely to injure the Company’s reputation or business prospects; provided, however, that nothing
herein shall preclude the Executive from responding truthfully to a lawful subpoena or other compulsory legal process or from
providing truthful information otherwise required by law.


(c) No
Payment. The Executive acknowledges and agrees that no separate or additional payment will be required to be made to him
in consideration of her undertakings in this Section 7, and confirms he has received adequate consideration for such
undertakings.


(d)
References. References to the Company in this Section 7 shall
include the Company’s subsidiaries and affiliates.


(e)
Liquidated Damages.The parties recognize and agree that violation of Sections 7, 8, and/or 11 may cause damages that
are difficult to quantify to the aggrieved party. In recognition of the difficulty in assessing the damages caused therefrom,
Executive and Company agree that in addition to any remedy the arbitrator may order, the violating party of any of the paragraphs
mentioned herein shall pay the sum of $10,000.00 to the aggrieved party as a liquidated damage. Where violation of any of Sections
7, 8, and/or 11 is alleged, the party claiming to have been aggrieved shall shoulder the burden of proof.


8. Non-Disclosure
of Confidential Information.


(a) Confidential
Information. For purposes of this Agreement, “Confidential Information” includes, but is not limited to,
trade secrets, processes, policies, procedures, techniques, designs, drawings, know-how, show-how, technical information,
specifications, computer software and source code, information and data relating to the Company, the Company’s budgets
and strategic plans, and the identity of customers, vendors, and suppliers, subjects and databases, data, and all technology
relating to the Company’s businesses, systems, methods of operation, and customer lists, customer information,
solicitation leads, marketing and advertising materials, methods and manuals and forms, all of which pertain to the
activities or operations of the Company, the names, home addresses and all telephone numbers and e-mail addresses of the
Company’s directors, employees, officers, executives, former executives, customers and former customers. Confidential
Information also includes, without limitation, Confidential Information received from the Company’s subsidiaries and
affiliates. For purposes of this Agreement, the following will not constitute Confidential Information: (i)
information which is or subsequently becomes generally available to the public through no act or fault of the Executive, (ii)
information set forth in the written records of the Executive prior to disclosure to the Executive by or on behalf of the
Company which information is given to the Company in writing as of or prior to the date of this Agreement, (iii) information
which is lawfully obtained by the Executive in writing from a third party (excluding any affiliates of the Executive) who
lawfully acquired the confidential information and who did not acquire such confidential information or trade secret,
directly or indirectly, from the Executive or the Company or its subsidiaries or affiliates and who has not breached any duty
of confidentiality, and (iv) information which would otherwise be considered Confidential Information that was acquired by
the Executive prior to the signing of this Agreement. 


(b)
Legitimate Business Interests. The Executive recognizes that
the Company has legitimate business interests to protect and as a consequence, the Executive agrees to the restrictions contained
in this Agreement because they further the Company’s legitimate business interests. These legitimate business interests
include, but are not limited to (i) trade secrets; (ii) valuable confidential business, technical, and/or professional information
that otherwise may not qualify as trade secrets, including, but not limited to, all Confidential Information; (iii) substantial,
significant, or key relationships with specific prospective or existing customers, vendors or suppliers; (iv) goodwill associated
with the Company’s business; and (v) specialized training relating to the Company’s technology, Services, methods,
operations and procedures. Notwithstanding the foregoing, nothing in this Section 8(b) shall be construed to impose restrictions
greater than those imposed by other provisions of this Agreement. 


(c)
Confidentiality. During the Term of this Agreement and following
termination of employment, for any reason, the Confidential Information shall be held by the Executive in the strictest confidence
and shall not, without the prior express written consent of the Company, be disclosed to any person other than in connection with
the Executive’s employment by the Company. The Executive further acknowledges that such Confidential Information as is acquired
and used by the Company or its subsidiaries or affiliates is a special, valuable and unique asset. The Executive shall exercise
all due and diligent precautions to protect the integrity of the Company’s Confidential Information and to keep it confidential
whether it is in written form, on electronic media, oral, or otherwise. The Executive shall not copy any Confidential Information
except to the extent necessary to her employment nor remove any Confidential Information or copies thereof from the Company’s
premises except to the extent necessary to her employment. All records, files, materials and other Confidential Information obtained
by the Executive in the course of her employment with the Company are confidential and proprietary and shall remain the exclusive
property of the Company, its customers, or subjects, as the case may be. The Executive shall not, except in connection with and
as required by her performance of her duties under this Agreement, for any reason use for her own benefit or the benefit of any
person or entity other than the Company or disclose any such Confidential Information to any person, firm, corporation, association
or other entity for any reason or purpose whatsoever without the prior express written consent of an executive officer of the
Company (excluding the Executive).


(d)References. References to the Company in this Section 8 shall include the
Company’s subsidiaries and affiliates.


9.
Equitable Relief.


(a)The
Company and the Executive recognize that the services to be rendered under this Agreement by the Executive are special, unique
and of extraordinary character, and that in the event of the breach by the Executive of the terms and conditions of this Agreement
or take any action in violation of Section 7 and/or Section 8, the Company shall be entitled to institute and prosecute proceedings
in any court of competent jurisdiction referred to in Section 9(b) below, to enjoin the Executive from breaching the provisions
of Section 7 and/or Section 8. Company and Executive hereby agree that this Section shall only be applicable to actions instituted
requesting equitable or declaratory relief. Company and Executive agree that no action for money damages, regardless of the nature
of the claim being contractual or in tort, may be maintained in State or Federal Courts, and the only venue for such actions requesting
money damages is arbitration.


(b)Any
action permitted to be filed in the State or Federal Courts pursuant to Section 9(a) must be commenced only in the appropriate
state or federal court located in Placer County, California. The Executive and the Company irrevocably and unconditionally submit
to the exclusive jurisdiction of such courts and agree to take any and all future action necessary to submit to the jurisdiction
of such courts. The Executive and the Company irrevocably waive any objection that they now have or hereafter may have to the
laying of venue of any suit, action or proceeding brought in any such court and further irrevocably waive any claim that any such
suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment against the Executive
or the Company in any such suit shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified
or true copy of which shall be conclusive evidence of the fact and the amount of any liability of the Executive or the Company
therein described, or by appropriate proceedings under any applicable treaty or otherwise.


10.
Conflicts of Interest. While employed by the Company, the
Executive shall not, unless approved by the BOD or the shareholders of the Company, directly or indirectly:


(a)participate
as an individual in any way in the benefits of transactions with any of the Company’s suppliers, vendors, customers, or
subjects, including, without limitation, having a financial interest in the Company’s suppliers, vendors, customers, or
subjects, or making loans to, or receiving loans, from, the Company’s suppliers, vendors, customers, or subjects;


(b)realize
a personal gain or advantage from a transaction in which the Company has an interest or use information obtained in connection
with the Executive’s employment with the Company for the Executive’s personal advantage or gain; or


(c)accept
any offer to serve as an officer, director, partner, consultant, manager with, or to be employed in a professional, medical, technical,
or managerial capacity by, a person or entity which does business with the Company.


11.
Inventions, Ideas, Processes, and Designs. All inventions,
ideas, processes, programs, software, and designs (including all improvements) (i) conceived or made by the Executive during the
course of her employment with the Company (whether or not actually conceived during regular business hours), and (ii) related
to the business of the Company, shall be deemed works made for hire and shall be disclosed in writing promptly to the Company
and shall be the sole and exclusive property of the Company, and the Executive hereby assigns any such inventions to the Company.
An invention, idea, process, program, software, or design (including an improvement) shall be deemed related to the business of
the Company if (a) it was made with the Company’s funds, personnel, equipment, supplies, facilities, or Confidential Information,
(b) results from work performed by the Executive for the Company, or (c) pertains to the current business or demonstrably anticipated
research or development work of the Company. The Executive shall cooperate with the Company and its attorneys in the preparation
of patent and copyright applications for such developments and, upon request, shall promptly assign all such inventions, ideas,
processes, and designs to the Company. The decision to file for patent or copyright protection or to maintain such development
as a trade secret, or otherwise, shall be in the sole discretion of the Company, and the Executive shall be bound by such decision.
The Executive hereby irrevocably assigns to the Company, for no additional consideration, the Executive’s entire right,
title and interest in and to all work product and intellectual property rights described by the first sentence of this Section
11, including the right to sue, counterclaim and recover for all past, present and future infringement, misappropriation or dilution
thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to
reduce or limit the Company's rights, title or interest in any work product or intellectual property rights so as to be less in
any respect than the Company would have had in the absence of this Agreement. Exhibit A to this Agreement contains a non-exclusive
list of inventions, ideas, processes, and designs which the Executive made or conceived prior to her employment with the Company
and which therefore are excluded from the scope of this Agreement. References to the Company in this Section 11 shall include
the Company, its subsidiaries and affiliates.


12.
Indebtedness. If, during the course of the Executive’s
employment under this Agreement, the Executive becomes indebted to the Company for any reason, the Company may, if it so elects,
and if permitted by applicable law, set off any sum due to the Company from the Executive and collect any remaining balance from
the Executive unless the Executive has entered into a written agreement with the Company.


13.
Assignability. The rights and obligations of the Company
under this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company, provided that
such successor or assign shall acquire all or substantially all of the securities or assets and business of the Company. The Executive’s
obligations hereunder may not be assigned or alienated and any attempt to do so by the Executive will be void.


14.
Severability.


(a)If,
in any adversarial proceeding, including arbitration, the arbitrator or judge shall refuse to enforce all of the separate covenants
deemed included herein because taken together they are more extensive than necessary to assure to the Company the intended benefits
of this Agreement, it is expressly understood and agreed by the parties hereto that the provisions of this Agreement that, if
eliminated, would permit the remaining separate provisions to be enforced in such proceeding shall be deemed eliminated, for the
purposes of such proceeding, from this Agreement.


(b)If
any provision of this Agreement otherwise is deemed to be invalid or unenforceable or is prohibited by the laws of the state or
jurisdiction where it is to be performed, this Agreement shall be considered divisible as to such provision and such provision
shall be inoperative in such state or jurisdiction and shall not be part of the consideration moving from either of the parties
to the other. The remaining provisions of this Agreement shall be valid and binding and of like effect as though such provisions
were not included.


15.
Notices and Addresses. All notices, offers, acceptance and
any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the
addressees in person, by FedEx or similar receipted delivery, or next business day delivery to the addresses detailed below (or
to such other address, as either of them, by notice to the other may designate from time to time), or by e-mail delivery (in which
event a copy shall immediately be sent by FedEx or similar receipted delivery), as follows:


	To the Company:	InnerScope Advertising Agency, Inc.
	 	2281 Lava ridge Ct. Ste 130
	 	Roseville, CA 95661
	 	Attn:  Mark Moore, Chairman
	 	 
	 	 
	To the Executive:	Matthew Moore
	 	1501 Deer Hollow Way
	 	Roseville, CA 95661
	 	Email: matthewmoore@hearingmed.com




 


16.
Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
The execution of this Agreement may be by actual or facsimile signature.


17.
Attorneys’ Fees. In the event that there is any controversy
or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and any action
or proceeding is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’
fees, costs and expenses (including such fees and costs on appeal).


18.
Governing Law. This Agreement shall be governed or interpreted
according to the internal laws of the State of California without regard to choice of law considerations and all claims relating
to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort, or otherwise, shall also be governed
by the laws of the State of California without regard to choice of law considerations.


19.
Entire Agreement. This Agreement constitutes the entire Agreement
between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject
matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except
by a statement in writing signed by the party or parties against which enforcement or the change, waiver discharge or termination
is sought.


20.
Section and Paragraph Headings. The section and paragraph
headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.


21.
Arbitration. Any dispute, claim
or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration
in Placer County, California before one arbitrator. The parties to arbitration shall jointly select an arbitrator. The arbitration
shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited
Procedures delineated in Rule 16.1 and 16.2. The decision of the arbitrator shall be final and conclusive, and the parties waive
the right to trial de novo or appeal, excepting only for the purpose of confirming the arbitrator's decision, for which
purpose the Parties agree the California Superior Court shall have jurisdiction. The party asserting any breach will have the
burden of proof with respect thereto.


22.
 Section 409A Compliance.


(a)This
Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”),
or an exemption thereunder. This Agreement shall be construed and administered in accordance with Section 409A. Notwithstanding
any other provision of this Agreement to the contrary, payments provided under this Agreement may only be made upon an event and
in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded
from Section 409A either as separation pay due to an involuntary separation from service (including a voluntary separation from
service for good reason that is considered an involuntary separation for purposes of the separation pay exception under Treasury
Regulation 1.409A-1(n)(2)) or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For
purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments
to be made under this Agreement upon a termination of employment shall only be made if such termination of employment constitutes
a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations
that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable
for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of
non-compliance with Section 409A.


 


(b)Notwithstanding
any other provision of this Agreement, if at the time of the Executive's termination of employment, the Executive is a "specified
employee", determined in accordance with Section 409A, any payments and benefits provided under this Agreement that constitute
"nonqualified deferred compensation" subject to Section 409A (e.g., payments and benefits that do not qualify as a short-term
deferral or as a separation pay exception) that are provided to the Executive on account of the Executive’s separation from
service shall not be paid until the first payroll date to occur following the six-month anniversary of the Executive's termination
date ("Specified Employee Payment Date"). The aggregate amount of any payments that would otherwise have been
made during such six-month period shall be paid in a lump sum on the Specified Employee Payment Date without interest and thereafter,
any remaining payments shall be paid without delay in accordance with their original schedule. If the Executive dies during the
six-month period, any delayed payments shall be paid to the Executive's estate in a lump sum upon the Executive's death.


 


(c)To
the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in
accordance with the following:


 


(i)the
amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses
eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;


 


(ii)any
reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the
calendar year in which the expense was incurred; and


 


(iii)any
right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.


 


(d)In
the event the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i)
of the Code at the time of the Executive’s separation from service, then to the extent any payment or benefit that the Executive
becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred
compensation subject to Section 409A as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall
not be payable and such benefit shall not be provided until the date that is the earlier of (i) six months and one day after the
Executive’s separation from service, or (ii) the Executive’s death (the “Six Month Delay Rule”).


 


(i)For
purposes of this subparagraph, amounts payable under the Agreement should not provide for a deferral of compensation subject to
Section 409A to the extent provided in Treasury Regulation Section 1.409A-1(b)(4) (e.g., short-term deferrals), Treasury Regulation
Section 1.409A-1(b)(9) (e.g., separation pay plans, including the exception under subparagraph (iii)), and other applicable provisions
of the Treasury Regulations.


 


(ii)To
the extent that the Six Month Delay Rule applies to payments otherwise payable on an installment basis, the first payment shall
include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application
of the Six Month Delay Rule, and the balance of the installments shall be payable in accordance with their original schedule.


 


(iii)To
the extent that the Six Month Delay Rule applies to the provision of benefits (including, but not limited to, life insurance and
medical insurance), such benefit coverage shall nonetheless be provided to the Executive during the first six months following
her separation from service (the “Six Month Period”), provided that, during such Six-Month Period, the Executive pays
to the Company, on a monthly basis in advance, an amount equal to the Monthly Cost (as defined below) of such benefit coverage.
The Company shall reimburse the Executive for any such payments made by the Executive in a lump sum not later than 30 days following
the sixth month anniversary of the Executive’s separation from service. For purposes of this subparagraph, “Monthly
Cost” means the minimum dollar amount which, if paid by the Executive on a monthly basis in advance, results in the Executive
not being required to recognize any federal income tax on receipt of the benefit coverage during the Six Month Period.


 


(e)The
parties intend that this Agreement will be administered in accordance with Section 409A. To the extent that any provision of this
Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments
hereunder comply with Section 409A. The parties agree that this Agreement may be amended, as reasonably requested by either party,
and as may be necessary to fully comply with Section 409A and all related rules and regulations in order to preserve the payments
and benefits provided hereunder without additional cost to either party.


 


(f)The
Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions
of this Agreement are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from,
or the conditions of, such Section.


 


[Signature
Page To Follow]



 


IN
WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the date and year first above written.


	Innerscope Advertising Agency, Inc.
	 
	By:/s/ Mark Moore
	      Mark Moore,
	      Chairman
	 
	 
	 
	 
	Executive:
	 
	/s/ Matthew Moore
	Matthew Moore