EXHIBIT
10.1


 


MANAGEMENT
CONSULTING AGREEMENT


 


Effective
Date: Dec 1, 2017


  


 


This
Management Consulting Agreement
(“Agreement”)
is made by
and between
BLACKSTAR ENTERPRISE GROUP, INC., incorporated in Delaware and having
a principal
place of business
at 4450 Arapahoe Ave Boulder co 80303 (the Company”),
and INTERNATIONAL HEDGE GROUP, INC. John Noble
Harris and Joseph E Kurczodyna (the
“Consultants”).


 


1.
Engagement
of Services.
Subject
to the terms
of this
Agreement,
Consultant
will render
management services and coordination of the operation of the Company
as listed In “Exhibit A”. The Company may
also issue new
project
assignments
to Consultant
from time to time to be mutually agreed upon by the parties. 


 


2.
Compensation.
Company
will pay
Consultant the fee
set forth in "Exhibit A"
for services
rendered
pursuant
to this Agreement.
Consultant will
also be reimbursed
for expenses
which
are approved
in advance
in writing
by the Company,
and paid within
ten (10) days
of receipt
of Consultant’s
invoice,
provided
Consultant
has furnished
such
documentation
for authorized
expenses
as Company
may reasonably
request. Upon
termination
of this Agreement
for any
reason,
Consultant
will be paid
fees on
the basis
stated in the
Project
Assignment(s)
for work
that has
been completed.


 


3.
Independent
Contractor
Relationship.
Consultant’s
relationship
with Company
is that of
an independent
contractor,
and nothing
in this
Agreement
is intended
to, or should
be construed
to, create
a partnership,
agency,
joint
venture
or employment
relationship.
Consultant
will not
be entitled
to any of the
benefits,
which
Company
may make
available
to its employees,
including,
without
limitation,
group
health
or life insurance,
profit-sharing
or retirement
benefits.
Consultant
is not authorized
to make any
representation,
contract
or commitment
on behalf
of Company,
unless
specifically
requested
or authorized
in writing
to do so by
a Company
manager.
Consultant
is solely
responsible
for, and
will file,
on a timely
basis, all tax returns
and payments
required
to be filed with,
or made
to, any federal,
state or local
tax authority
with respect
to the performance
of services
and receipt
of fees
under this
Agreement.
Consultant
is solely
responsible
for, and
must maintain
adequate
records of,
expenses
incurred
in the course
of performing
services
under
this Agreement.
No part of
Consultant’s
compensation
will be subject
to withholding
by Company
for the
payment
of any social
security,
federal,
state or any
other
employee
payroll
taxes.


 


4.       Intellectual
Property
Rights.


 


4.1Disclosure
and Assignment
of Intellectual
Property.


 


(a)
Intellectual
Property.
“Intellectual
Property”
includes
any and
all new or
useful
art, discoveries,
improvements,
technical developments,
know-how,
formulae,
processes,
manufacturing
techniques,
trade secrets, ideas, or inventions,




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whether
or not patentable and all copyrightable works, designs, mask works, trademarks, patents, patent applications, artwork and software
that Consultant, solely or jointly with others, makes, conceives
or reduces
to practice within
the scope
of Consultant’s
work
for Company
under
this Agreement.


 


(b)
Disclosure
and Ownership
of Intellectual
Property.
Consultant
agrees
to make
and maintain
adequate
and current
records of
all inventions,
which
records shall
be and remain
the property
of Company.
Consultant
agrees
to promptly
disclose
every invention
to Company.
Consultant
hereby
assigns
and agrees
to assign
to Company
or its designee
its entire
right,
title and
interest
worldwide
in all Intellectual
Property.


 


(c)
Assistance.
Consultant agrees to execute upon Company’s request a signed transfer of ownership to Company included in each Project Assignment
for all inventions and all works subject to copyright protection, including, but not limited to, computer programs, notes, sketches,
drawings and reports. Consultant agrees to assist Company in any reasonable manner to obtain and enforce for Company’s benefit
patents, copyrights, mask works, and other property rights in any and all countries, and Consultant agrees to execute, when requested,
patent, copyright or similar applications and assignments to Company and any other lawful documents deemed necessary by Company
to carry out the purpose of this Agreement. If called upon to render assistance under this section, Consultant will be entitled
to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of Company.


 


4.2Confidential
Information.


 


(a)
Definition
of Confidential
Information.
“Confidential
Information”,
as used in
this Agreement,
shall mean
any and
all technical and
non-technical
information
and proprietary
information,
including,
without
limitation,
techniques,
sketches,
drawings,
models,
Intellectual
Property,
apparatus,
equipment,
algorithms,
software
programs
and software
source
code documents,
related to the
current,
future
and proposed
products and
services
of Company,
its suppliers
and customers,
Company’s
information
concerning
research,
experimental
work,
development,
design
details and
specifications,
engineering
information,
financial
information,
procurement
requirements,
purchasing
and manufacturing
information,
customer
lists,
business
forecasts,
sales and
merchandising
and marketing
plans and
information.


 


(b)
Nondisclosure
and Nonuse
Obligations.
Consultant will use the Confidential Information solely to perform Project Assignment(s) for the benefit of Company. Consultant
agrees that it shall treat all Confidential Information of the Company with the same degree of care as it accords to its own Confidential
Information, and Consultant represents that it exercises, at a minimum, reasonable care to protect its own Confidential Information.
If Consultant is not an individual, Consultant agrees that it shall disclose Confidential Information only to those employees
who need to know such information and certifies that such employees have previously agreed, either as a condition of employment
or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those of this
Agreement. Consultant




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agrees
not to communicate
any information
to Company
in violation
of the
proprietary rights
of any third
party. Consultant
will promptly
give
notice to Company
of any unauthorized
use or disclosure
of the
Confidential
Information.
Consultant
agrees
to assist
Company
in remedying
any such
unauthorized
use or
disclosure
of the Confidential
Information.


 


(c)
Exclusions
from
Nondisclosure
Obligations.
Consultant’s
obligations
under Section
4.2 (b) (“Nondisclosure
and Nonuse
Obligations”)
with respect
to Confidential
Information
do not
exist or
shall terminate
if: (i.) the
information
was in the public
domain at or
subsequent
to the information
was rightfully
in Consultant’s
possession
free of
any obligation
of confidence
at or subsequent
to the time it was
communicated
to Consultant
by the disclosing
party;
or (iii) the
information
was developed
by employees or agents of Consultant independently of, and without
reference to, any information
communicated
to Consultant
by the disclosing
party. If
Consultant is required
to disclose
the Confidential
Information
in response
to a valid order by
a court
or other
government
body, or
as otherwise
required
by law or
as necessary
to establish the
rights
of either party
under this
Agreement,
Consultant
agrees
to provide
Company
with prompt
written
notice so
as to provide
Company
with a reasonable
opportunity
to protect such Confidential
Information.


 


(d)Disclosure
of Third
Party Information.Neither
party
shall communicate
any information
to the other
in violation
of the
proprietary
rights
of any third
party.


 


4.3
Return of
Company’s Property.
All materials
(including,
without
limitation, source
code, documents,
drawings,
models,
apparatus,
sketches,
designs
and lists)
furnished
to Consultant by
Company,
whether
delivered
to Consultant
by Company
or made
by Consultant
in the performance
of services
under
this Agreement
(collectively
referred
to as the “Company
Property”) are the sole
and exclusive
property of
Company
and/or
its suppliers
or customers.
Consultant agrees
to keep all Company
property at Company’s
premises,
unless
otherwise
permitted
in writing
by Company.
Consultant
agrees
to promptly
deliver
the original
and any
copies of the
Company
Property
to Company at any time
upon
Company’s
request.
Upon termination
of this
Agreement
by either
party
for any
reason,
Consultant
agrees
to promptly
deliver to Company
or destroy,
at Company’s
option,
the original and
any copies
of the Company
Property.
Within five
(5) days after
the termination
of this
Agreement, Consultant
agrees
to certify in writing
that Consultant
has so returned
or destroyed
all such Company
Property.


 


4.4
Observance
of Company
Rules.
At all times
while on
Company’s
premises,
Consultant
will observe
Company’s
rules
and regulations
with respect
to conduct,
health
and safety
and protection
of persons
and property.


 


5.
No Conflict
of Interest.
During
the term of
this Agreement,
Consultant
will not
accept work,
enter into
a contract,
or accept
any obligation,
inconsistent
or incompatible
with Consultant’s
obligations,
or the
scope of
services
rendered
for Company,
under this
Agreement.
Consultant covenants,
represents
and warrants
to Company
that Consultant
is not
bound by
or subject
to any contractual
or other




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obligations
that would
be violated
by Consultant’s
execution
or performance
of this Agreement.
Consultant
further
warrants
that, to the
best of its knowledge,
there is no
other contract
or duty
on Consultant’s
part which
conflicts
or is inconsistent
with this
Agreement.
Consultant agrees
to indemnify
Company
from any
and all loss
or liability
incurred
by reason
of the
alleged breach
by Consultant
of any services
agreement
with any
third party.


 


6.       Term
and Termination.


 


6.1
Term.
This Agreement
is effective
as of the
Effective
Date set
forth above
and will
continue
unless terminated
earlier as set forth
below.


 


6.2
Termination
by Company.
Company
may terminate
this Agreement,
with or
without
cause, at any
time upon
thirty
(30) days
prior written
notice to Contractor.
Company
also may
terminate
this Agreement
immediately
in its sole
discretion
upon Consultant’s
material breach
of Section 4. (“Intellectual
Property
Rights”),
Section 7. (“Noninterference
with Business”)
and/or
upon any
acts of negligence
or misconduct
by Consultant
directly
affecting
this Agreement
or the independent
consulting relationship.


 


6.3
Termination
by Contractor.
Except during
the term
of a Project
Assignment,
Consultant
may terminate
this Agreement,
with or
without
cause, at any
time upon
thirty
(30)
days’ prior
written
notice to the
Company.
Sections 4. ("Intellectual Property
Rights”)
and 7. (“Noninterference
with Business”)
will survive
any termination
or expiration
of this Agreement.


 


7.
Noninterference
with Business.
During
this
Agreement,
and for
a period
of one (1) year
immediately
following
its termination,
both Consultant
and Company agree
not to interfere
with each
other’s business
in any
manner.
By way
of example
and not
of limitation,
both parties agree
not to solicit
or induce
any customer,
supplier,
employee
or independent
contractor
to terminate
or breach
a contractual,
an employment
or any other
relationship
with the parties.


 


8.
Successors
and Assigns.
Consultant
may not
assign
this
Agreement
or subcontract
or otherwise
delegate its
obligations
under
this Agreement
without
Company’s
prior written
consent.
Subject
to the foregoing,
this Agreement
will inure
to the benefit
of Company’s
successors
and assigns,
and will be
binding
on Consultant’s
permitted
assignees.


 


9.
General Indemnity.
Subject
to the other
express
provisions
herein,
each party
agrees
to defend,
indemnify
and hold
harmless
the other
party
from
and against
all reasonably
incurred
costs,
expenses,
fees,
damages
(“Damages”)
arising
out of
this Agreement,
or the
performance
of Services
hereunder,
to the extent
any such
Damages
arise from
the indemnifying
party’s
gross
negligence,
willful
misconduct,
fraud
or breach
of any material
obligation
hereunder.


 


10.
Liability
Limitation.
EXCEPT AS
PROVIDED
IN SECTION
9, NOTWITHSTANDING ANYTHING
OTHERWISE
TO THE CONTRARY,
IN NO EVENT SHALL
EITHER
PARTY
BE LIABLE
TO THE OTHER
FOR ANY SPECIAL,




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INDIRECT,
CONSEQUENTIAL,
INCIDENTAL
OR PUNITIVE
DAMAGES.


 


11.
Notices. Any notice
required or
permitted
by this
Agreement
shall be
in writing
and shall
be delivered
as follows
with notice
deemed
given
as indicated:
(a) by personal
delivery
when
delivered
personally;
(b) by overnight
courier
upon written
verification
of receipt;
(c) by telecopy
or facsimile
transmission
upon acknowledgment
of receipt
of electronic
transmission;
or (d) by
certified
or registered
mail, return
receipt
requested,
upon verification
of receipt.
Notice shall
be sent
to the addresses
set forth
above or
such other
address as either party
may specify
in writing
in accordance
with this
section.


 


12.
Governing
Law.
This Agreement
shall be
governed
by the
respective laws
of the United
States of America
and of the
State of Colorado. Any disputes will be resolved by mutual arbitration. The arbitrator will
be a member of the American Arbitration Association (AAA).


 


13.
Severability.
Should
any provisions
of this
Agreement
be held by
a court
of law to be
illegal, invalid
or unenforceable,
the legality,
validity
and enforceability
of the remaining
provisions
of this Agreement
shall
not be
affected
or impaired
thereby.


 


14.       Waiver.
The waiver
by Company
of a breach
of any
provision
of this
Agreement
by Consultant
shall not
operate or
be construed
as a waiver
of any
other
or subsequent
breach by
Consultant.


 


15.
Injunctive
Relief for
Breach.
Consultant’s
obligations
under this
Agreement
are of a unique
character
that gives them a particular value; breach
of any of such obligations
will result in irreparable
and continuing
damage
to Company
or which
there
will be no
adequate
remedy
at law;
and, in
the event
of such
breach,
Company
will be entitled
to seek injunctive
relief and/or
a decree for
specific
performance,
and such
other
and further
relief as may
be proper
(including
monetary
damages
if appropriate).


 


16.
Entire Agreement.
This Agreement
constitutes
the entire
agreement
between
the parties
relating to this
subject
matter
and supersedes
all prior or
contemporaneous
oral or written
agreements
concerning
such subject
matter.
The terms
of this
Agreement
will govern
all Project
Assignments
and services
undertaken
by Consultant
for the
Company.
This Agreement
may only
be changed
by mutual
agreement
of authorized
representatives
of the
parties in writing.




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IN
WITNESS
WHEREOF,
the authorized
representatives
of the parties
hereto have
executed
this Agreement as
of the date
first written
below. The parties acknowledge that the terms of this Agreement have been effective
beginning Dec 1, 2017.


 


 


 


BLACKSTAR
ENTERPRISE GROUP, INC:


 


 


 


By:
/s/ Joseph E. Kurczodyna


 


 


______________________________________


Joseph
E Kurczodyna


 


Title:
CFO 


 


 


 


By:
/s/ Joseph E. Kurczodyna


 


________________________________________


Joseph
E Kurczodyna


Director


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




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"EXHIBIT
A – SERVICES & FEES”


 


Services.


 


Areas
of Focus:


 


		·	Assist
                                         the Company in all filings that necessary to be a fully reporting public company



		·	Assist
                                         the Company in public relations



		·	Evaluate
                                         candidates for the portfolio of companies in merchant bank.



		·	Establish
                                         new contacts for the company and develop proposals and deals to capture revenues



		·	Assist
                                         the Company in their capital funding strategy (including discovery of potential investors)



 


  


Payment
of Fees:
Fees will be:


 


		1.	The
                                         Consultants shall be paid $25,000 total for services 2017. 



		2.	Consulting
                                         fees from Consultant may request cash, stock, or a combination of both as payment with
                                         mutual agreement.






		3.	Expenses
                                         are limited to the budget allocated by the Company. Company out of that budget shall
                                         reimburse
                                         Consultant
                                         within the limit of the budget for
                                         all reasonable pre-approved out-of-pocket
                                         expenses
                                         (transportation,
                                         hotel,
                                         and
                                         meals,
                                         and related expenses as needed) as
                                         actually
                                         incurred
                                         by Consultant
                                         on behalf of the
                                         Company.