Exhibit
10.1


 





 


ADVISORY
BOARD AGREEMENT


 


This
Advisory Board Agreement (the “Agreement”) is effective as of December 7, 2020 (the “Execution Date”)
and is by and between FOMO CORP., a California corporation (“FOMO”), and JOHN KELLY, (“ADVISOR” or “KELLY”).
The foregoing parties are referred to in this Agreement collectively as the “Parties.”


 


WHEREAS
the Parties wish to set forth herein the terms and conditions upon which FOMO shall engage ADVISOR to perform certain services
for it;


 


WHEREAS
JOHN KELLY is being appointed to the Advisory Board;


 


WHEREAS
KELLY is a well-known inventor and established contact person and executive in the technology and PPE markets.


 


WHEREAS
KELLY’s name, by virtue of his success and experience, has acquired a meaning in the mind of the purchasing public important
to the advertising, promotion, and customer-facing sale and support of above products and services;


 


WHEREAS
FOMO is a holding company focused on the incubation of emerging growth businesses supporting its ESG mission statement;


 


WHEREAS
FOMO owns majority, minority and joint venture positions in portfolio companies that have developed, own and/or license patents,
trademarks and other intellectual property used in the marketing of FOMO, and the sale of all FOMO services;


 


NOW,
THEREFORE, for good and sufficient consideration and of the mutual promises herein contained, the receipt of which is hereby
acknowledged, the Parties hereto agree below.


 


1. ADVISOR Agrees to provide the following services (the “Services”):


 


A. Advisement
regarding sales of technology products and services in markets in the United States and internationally.


 


B.  Advising FOMO regarding FOMO’s business plan, brand development and management,
user acquisition plan and analysis and pitch presentations tailored specifically for potential customers, partners, and vendors.


 


C. Develop
new trademarks and URLs, company phrases and descriptive marks for use in promoting and marketing FOMO and its technology products
and services.


 


D. Using
KELLY’s global contacts to identify and develop strategic partnerships for the benefit of FOMO and its global growth and
bring vendors to FOMO in an effort to expand FOMO’s product list.


 


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E. KELLY’ role is to provide consulting services to the Board of Directors and management
as an independent contractor. ADVISOR has no clear power to act for, represent or bind the Company and cannot take action that
implies such authority. ADVISOR will use best efforts to attend internal Advisory Board calls and related meetings, but is under
no obligation to attend any specific number of such meetings, either in person or telephonically, and there are no specific duties
or requirements for the ADVISOR under this Agreement.


 


F. KELLY
will be appointed to FOMO’s Advisory Board. KELLY will also advise FOMO regarding other potential members of the Advisory
Board.


 


2. Compensation.
In consideration of the Services, FOMO shall grant ADVISOR 10,000,000 cashless exercise common stock purchase warrants
in FOMO with a three-year expiration and the lower of a $0.001 exercise price or adjusted to the exercise price of warrants awarded
to any other ADVISOR prior to expirations. Additional compensation will be discussed on a quarterly basis as circumstances merit.


 


3. Term.
The Term of this Agreement shall commence as of the date of this Agreement and, unless sooner terminated by mutual consent by
either party or due to a material breach of this Agreement, shall run for a period of three (3) years. ADVISOR serves at the will
of the Board of Directors to advise management and the Agreement can be terminated anytime by either party with or without reason.


 


4. Confidentiality.
Advisor shall treat as confidential this Agreement and all non-public proprietary
information of FOMO, including any proprietary product information and specifications and financial information (“Confidential
Information”) unless Advisor obtains FOMO’s prior written consent.
Advisor may neither disclose nor otherwise disseminate any Confidential Information
to any person or entity. Moreover, Advisor may not use any Confidential Information
for any purposes other than those contemplated by this Agreement. If any Confidential Information is required to be disclosed
by order of any court of competent jurisdiction or other governmental authority, Advisor
shall timely inform FOMO of all such proceedings so that FOMO may attempt by appropriate legal means to limit such disclosure.
In such case, Advisor shall use his best efforts to limit the disclosure and maintain
confidentiality to the best extent possible.


 


5. Use
of Licensed Materials. Advisor may use FOMO’s trademarks and other
promotional materials involving FOMO’s products (collectively, “Licensed Materials”) to the extent reasonably
necessary to render the Services. All uses of Licensed Materials shall be in accordance with such reasonable specifications and
requirements as FOMO may periodically prescribe in writing. Any proposed use of any Licensed Materials that is essentially the
same as, and does not materially differ from, a prior approved use shall be deemed acceptable to FOMO; provided, however, that
Advisor shall provide FOMO with specimens of such use sufficiently in advance to
allow FOMO an effective opportunity to object. Subject only to the foregoing authorization, FOMO shall retain all right, title
and interest arising under all applicable laws, rules, and regulations in and to the Licensed Materials.


 


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6. Ownership
of Materials. All documents, data, records, apparatus, equipment, designs, prototypes, promotional materials, and other
physical property, whether or not pertaining to Confidential Information, furnished to Advisor
by FOMO or any third party or produced by Advisor or others in connection
with the Services shall be and remain the sole property of FOMO. Advisor shall
return all such property to FOMO promptly upon FOMO’s request.


 


7. Miscellaneous.


 


(a) Notices.
All notices, requests, instructions, consents and other communications to be given pursuant to this Agreement shall be in writing
and shall be delivered either in person, reliable overnight courier service or electronic mail. Notices shall be sent to the following
addresses:


 


	If to FOMO:	 	If to Advisor:
	 	 	 
	FOMO CORP. 	 	John Kelly
	1 E Erie St, Ste 525
    Unit #2250	 	7910 Wrenwood Blvd.
    Suite B
	Chicago, IL 60611	 	Baton Rouge LA 70809
	Attn: Vik Grover, CEO	 	Attn: KELLYJOHN KELLY
	Email:
    vikgrover@comcast.net	 	 Email:
    john@ppesourceinternational.com


 


Each
party may by written notice given to the other(s) in accordance with this Agreement change the address to which notices to such
party are to be delivered. Notices shall be deemed received (i) on the same day if delivered in person or by same-day courier
or electronic mail, (ii) on the next business day if delivered by overnight mail or courier, or (iii) on the date indicated on
the return receipt, if delivered by postal service, postage prepaid.


 


(b) Entire
Understanding; No Amendment. This Agreement contains the complete, entire and exclusive statement of the parties’ understanding
with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written
or oral, between the parties with respect to such subject matter. No amendment of this Agreement shall be effective unless embodied
in a written instrument executed by both of the parties.


 


(c) Waiver
of Breach. The failure of either party at any time to enforce any of the provisions of this Agreement shall not be deemed
or construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any of its provisions
or the right of any party to thereafter enforce each and every provision of this Agreement. No waiver of any breach of any of
the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party against whom
or which enforcement of such waiver is sought; and no waiver of any such breach shall be construed or deemed to be a waiver of
any other or subsequent breach.


 


(d) Assignability.
Neither Advisor nor FOMO may assign this Agreement or any rights hereunder, to
any person or entity.


 


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(e) Governing
Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal substantive and procedural
laws of the state of Illinois without regard to the conflict of laws rules of that or any other jurisdiction. The sole and exclusive
venue for all disputes arising out of or relating in any way to this Agreement shall be through Arbitration in Illinois, unless
the Parties mutually agree to resolve any and all matters through arbitration. The parties consent to the personal jurisdiction
and venue of such courts or agreed arbitration and further consent that any process, notice of motion or other application to
either such court or a judge thereof may be served outside the state of Illinois by registered or certified mail or by personal
service, provided that a reasonable time for appearance is allowed.


 


(f) Interpretation
and Construction. This Agreement has been fully and freely negotiated by the parties hereto, shall be considered as having
been drafted jointly by the parties hereto, and shall be interpreted and construed as if so drafted, without construction in favor
of or against any party on account of its participation in the drafting hereof.


 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on the date first written above.


 


	FOMO CORP.	 	ADVISOR
	 	 	 	 	 
	By:	/s/ Vik Grover	 	By:	/s/
    John Kelly
	 	Vik Grover	 	 	John Kelly
	 	CEO	 	 	Consultant 


 


www.fomoworldwide.com