Exhibit
10.1


 


Consulting
Agreement


 


This
consulting agreement (the “Agreement”), entered into on December 9, 2016 and effective immediately, Content
Checked Holding Inc. a Wyoming corporation (together with any successor thereto, the “Company”), and John Ballard,
an independent provider of services (the “Contractor”).


 


RECITALS


 


A.       The
Company desires to assure itself of the services of the Contractor, as an independent contractor, by engaging the Contractor to
perform services under the terms hereof.


 


B.       The
Contractor desires to provide services to the Company, as an independent contractor, on the terms herein provided.


 


C.       The
Company and Contractor have agreed that this Agreement shall replace in the entirety any and all prior written and verbal contractual
agreements between the Company and the Contractor.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below the parties hereto
agree as follows:


 


1.       Certain
Definitions.


 





	 	(a)	“Stock Award” shall have the meaning set forth in Section 3.
	 	 	 
	 	(b)	“Company” shall, except as otherwise provided in Section 5(b), have the meaning set forth in the preamble hereto.
	 	 	 
	 	(c)	“Contractor” shall have the meaning set forth in the preamble hereto.
	 	 	 
	 	(d)	“Effective Date” shall mean December 9, 2016.
	 	 	 
	 	(e)	“Term” shall have the meaning set forth in Section 2(b).







 


2.       Consulting.


 


(a)       In
General. The Company shall engage the Contractor and the Contractor shall perform services on behalf of the Company upon the
other terms and conditions herein provided.


 


(b)       Term
of Agreement. The term under this Agreement shall be for the period of 24 months beginning on the Effective Date and ending
on December 9, 2016 (“Term”). At the expiration of the Term, the agreement shall automatically terminate. The
agreement can be terminated by either party, with or without cause, on a 30 days’ notice to the other.


 


(c)       Position
and Duties. During the Term, the Contractor shall provide services as Chief Financial Officer of the company. The Contractor
will report directly to the Chief Executive Officer and the Board and agrees to observe and comply with the Company’s rules
and policies as adopted by the Company from time to time.


 




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3.       Compensation
and Related Matters.


 


(a)       Cash.The
Contractor will receive cash consideration of $5,500/month for services provided beginning December 9, 2016.


 


(b)       Stock
Awards. The Contractor will also be compensated with 300,000 restricted common shares in a lump sum within thirty days from
the beginning of this contract for contractor’s term provided in Section 2(b) as specifically defined in 2(c) of the agreement.


 


4.       Duties
and Responsibilities (including but not limited to)


 


(a)       Responsibility
for the Company’s Reporting,


 


(b)       Responsible
for Internal controls and overseeing financial operations,


 


(c)       Analyze
financial data and make recommendations to the Board.


 


(d)       Communicate
with Investors and perform investor presentations.


 


5.       Restrictive
Covenants.


 


(a)       Confidentiality.
The Contractor agrees that he will not, during the Term or thereafter, divulge to anyone (other than the Company or any persons
designated by the Company) any knowledge or information of any type whatsoever of a confidential nature relating to the business
of the Company, including, without limitation, all types of trade secrets, business strategies, marketing, sales and distribution
plans. The Contractor further agrees that he will not disclose, publish or make use of any such knowledge or information of a
confidential nature (other than in the performance of the Contractor’s duties hereunder) without the prior written consent
of the Company. This provision does not apply to information which becomes available publicly without the fault of the Contractor
or information which the Contractor is required to disclose in legal proceedings, provided the Contractor gives advance notice
to the Board and an opportunity to for the Company to resist such disclosure.


 


(b)       Interpretation.
In the event the terms of this Section 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason
of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive
in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over
the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it
may be enforceable, all as determined by such court in such action. As used in this Section 6, the term “Company”
shall include the Company, its parent, related entities, and any of its direct or indirect subsidiaries or affiliates.


 


	6.	Representations
                                         and Warranties of Contractor. The Contractor represents and warrants that the
                                         Contractor is not a party to any other Consulting agreement, noncompetition agreement
                                         or other agreement which restriction could interfere with the Contractor’s Consulting
                                         with the Company or the Company’s rights and the Contractor’s obligations
                                         hereunder and that the Contractor’s acceptance of Consulting with the Company and
                                         the performance of the Contractor’s duties hereunder will not breach the provisions
                                         of any contract, agreement or understanding to which the Contractor is party or any duty
                                         owed by the Contractor to any other person or entity.



 




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	7.	Information
                                         of Others. The Contractor agrees that Contractor will not, during his Consulting
                                         or service with the Company, use or disclose any confidential or proprietary information
                                         or trade secrets of any former or concurrent engager or other person or entity and that
                                         Contractor will not bring onto the premises of the Company any unpublished document or
                                         other confidential or proprietary information belonging to any such engager, person or
                                         entity unless consented to in writing by such engager, person or entity.
	 	 
	8.	Injunctive
                                         Relief. The Contractor recognizes and acknowledges that a breach of the covenants
                                         contained in Section 5 will cause irreparable damage to Company and its goodwill, the
                                         exact amount of which will be difficult or impossible to ascertain, and that the remedies
                                         at law for any such breach will be inadequate. Accordingly, the Contractor agrees that
                                         in the event of a breach of any of the covenants contained in Section 5, in addition
                                         to any other remedy which may be available at law or in equity, the Company will be entitled
                                         to specific performance and injunctive relief.
	 	 
	9.	Governing
                                         Law. This Agreement shall be governed, construed, interpreted and enforced in
                                         accordance with the substantive laws of the State of Colorado, without reference to the
                                         principles of conflicts of law of the State of Colorado or any other jurisdiction, and
                                         where applicable, the laws of the United States. Venue is established in California and
                                         both parties hereto irrevocable submit themselves to venue therein.
	 	 
	10.	Dispute
                                         Resolution. Any controversy or claim arising out of or relating to this Agreement
                                         shall be resolved by mediation before a panel of one mediator. Any court with jurisdiction
                                         shall enforce this clause and enter judgment on any award. The mediation shall be selected
                                         within twenty business days from commencement of the mediation. Within 45 days of initiation
                                         of mediation, the parties shall reach agreement upon and thereafter follow procedures,
                                         including limits on discovery, assuring that the mediation will be concluded and the
                                         award rendered within no more than eight months from selection of the mediator. The mediation
                                         shall be held in Colorado and the mediators shall apply the substantive law of Colorado.
                                         Prior to commencement of mediation, emergency relief is available from any court to avoid
                                         irreparable harm. The mediator shall not award either party punitive, exemplary, multiplied
                                         or consequential damages, or attorneys’ fees or costs.



 


Notwithstanding
the foregoing, the parties acknowledge and agree that the other party would be irreparably harmed if any of the provisions of
this Agreement are not performed in accordance with their specific terms and that any breach of this Agreement could not be adequately
compensated in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which such parties
may be entitled at law or in equity, they shall be entitled to enforce any provision of this Agreement by a decree of specific
performance and to temporary preliminary and permanent injunctive relief in any court of competent jurisdiction to prevent breaches
or threatened breaches of any of the provisions of this Agreement.


 


	11.	Counterparts.
                                         This Agreement may be executed in several counterparts, each of which shall be deemed
                                         to be an original, but all of which together will constitute one and the same Agreement.
	 	 
	12.	Entire
                                         Agreement. The terms of this Agreement are intended by the parties to be the
                                         final expression of their agreement with respect to the Consulting of the Contractor
                                         by the Company and may not be contradicted by evidence of any prior or contemporaneous
                                         agreement. This Agreement (together with any other agreements and instruments contemplated
                                         hereby or referred to herein) shall supersede all undertakings or agreements, whether
                                         written or oral, previously entered into by the Contractor and the Company or any predecessor
                                         thereto or affiliate thereof with respect to the Consulting of the Contractor by the
                                         Company. The parties further intend that this Agreement shall constitute the complete
                                         and exclusive statement of its terms and that no extrinsic evidence whatsoever may be
                                         introduced in any judicial, administrative, or other legal proceeding to vary the terms
                                         of this Agreement.
	 	 
	13.	Modification.
                                         No change, modification, addition, or amendment to this Agreement shall be valid unless
                                         in writing and signed by all parties hereto.



 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.


 


	 	Content
    Checked Holding, Inc. 
	 	 	 
	 	 	/s/
    Kris Finstad
	 	By:	Kris
    Finstad
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	CONTRACTOR:
	 	 	 
	 	 	/s/
    John Ballard
	 	By:	John
    Ballard


 



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