Exhibit
10.4





 


Service
Agreement


 


This
agreement (this “Agreement”)
is effective as of 1 November 2021 (or the day after the Company becomes a subsidiary of Slinger Bag Inc).


 


BETWEEN:


 


Flixsense
Pty Ltd (ABN 40 603 093 545) (the “Company”)


 


AND:


 


James
Melvin Priyarajan an individual residing in India (the “Executive”)


 


	A.	The
    Company has offered to engage the Executive to provide the services of Chief Technical Officer of the Company as an independent contractor.
	 	 
	B.	The
    Company is a fully owned subsidiary of Slinger Bag Inc, a Nevada company (Slinger Bag).
	 	 
	C.	The
    Company and the Executive wish to formally record the terms and conditions upon which the Executive will perform services for the
    Company as an independent contractor.
	 	 
	D.	The
    Company and the Executive has agreed to the terms and conditions set forth in this Agreement, as evidenced by their respective execution
    hereof. For the avoidance of doubt, Slinger Bag has reviewed and agrees to the terms set forth in this Agreement.


 


NOW
THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and the mutual covenants and agreements herein contained,
the parties hereto covenant and agree as follows:


 


Article
1


DESCRIPTION
OF POSITION, ROLE


 


	1.1	Engagement
    of the Executive as Chief Technical Officer of the Company. Reporting directly to the Company’s Managing Director (“MD”)
    the Executive will provide services as the Chief Technical Officer of the Company.


 


	 	(a)	The
    Executive will be based in Bangalore India but provide services to the Company in Australia and may be required to work at other
    locations as required by the Company (including where the Company acts on the direction of Slinger Bag) from time to time. For clarity,
    the Executive must not provide services to the Company from within Australia without the prior agreement of the Company.
	 	 	 
	 	(b)	The
    Executive’s services include setting the technical direction of the Company in conjunction with the MD, managing the Company’s
    engineering team, overseeing and contributing to all technical projects and undertakings of the Company, managing development and
    deployment timelines of the Company’s digital products and platforms to achieve companies business goals, and responding to
    all technical issues within the Company’s digital products and platforms, in each case subject to, and in accordance with,
    applicable laws and regulations. The Company may vary these services from time to time and for any reason. The terms of this Agreement
    will continue to apply unless varied by the parties in writing.


 





 




    	 



    	 



    

 








 


	 	(c)	The
    Executive will act faithfully, honestly and diligently in performing services for the Company and Slinger Bag, co-operate with the
    Company and Slinger Bag and utilize maximum professional skill and care to ensure that all services rendered hereunder are to the
    satisfaction of the Company and Slinger Bag, acting reasonably. The Executive will provide any other services not specifically mentioned
    herein, but, which by reason of the Executive’s capability, the Executive knows or ought to know to be necessary to ensure
    that the best interests of the Company and Slinger Bag are maintained at all times.
	 	 	 
	 	(d)	The
    Executive will comply with Company policies and procedures (or Slinger Bag), including any work health and safety policies and procedures.
    Any policy or procedure does not form part of this Agreement and may be varied or rescinded from time to time at the discretion of
    the Company and Slinger Bag.
	 	 	 
	 	(e)	The
    Executive will report the results of his services hereunder to the MD as it may request from time to time.
	 	 	 
	 	(f)	The
    Executive shall perform the services required under this Agreement from Monday to Friday from 8am to 6pm in Bangalore, India with
    the exception of public holidays in Bangalore, India.
	 	 	 
	 	(g)	The
    Executive is an independent contractor to the Company and nothing in this Agreement forms a relationship of employment, partnership
    or joint-venture between the parties.
	 	 	 
	 	(h)	The
    Executive must pay all other taxes and levies and maintain all registrations, licences and insurances required by Australian and
    Indian law in connection with this Agreement and providing the services, including goods and services tax, income and payroll tax
    instalments and superannuation guarantee levy contributions (if applicable).
	 	 	 
	 	(i)	The
    Executive must comply with his obligations under Australian and Indian law and any reasonable directions of the Company in relation
    to work health and safety.


 


	1.2	Entity:
    The Executive is engaged by the Company, but to the extent requested by the CEO or the Board of Slinger Bag, the Executive will
    devote such of his time, skills, expertise and experience as is requested to all the Company’s group entities (currently Slinger
    Bag Inc, Slinger Bag Americas Inc, Slinger Bag Ltd (Israel), Slinger Bag Canada Inc, Slinger Bag International (UK) Inc), as well
    as any future acquisitions the Company or Slinger Bag may make or subsidiaries or affiliates the Company or Slinger Bag may establish
    (Group).


 


Article
2





FEES


 


2.1
Fees and expenses


 


	 	i.	Base
    Fees: The Executive shall be paid a monthly rate of ₹(INR) 10,71,417.00 This, (together with any increases thereto as hereinafter
    provided) will be noted as “Base Fees”. The Base Fees must be invoiced by the Executive to the Company at least
    every 4 weeks and shall be payable in accordance with the Company’s normal payroll procedures in effect from time to time.
    Any increase to the Base Fees must be approved by the Board of Slinger Bag. The Base Fees and other payments paid in relation to
    the Executive’s engagement will be in satisfaction of all hours worked (whether during or outside business hours).
	 	 	 
	 	ii.	The
    Base Fees will not be paid where, for any reason, the Executive is required to but does not provided the services, or is not required
    to provide the services.


 





 




    	 



    	 



    

 








 


2.2
Incentive Plans: The Executive will be entitled to participate in:


 


	 	i.	Slinger
    Bag’s annual incentive plan at a 30% of Base Fee eligibility level. The plan has components of both company AND individual
    performance targets. The final payout may vary up or down based on the performance against targets, but at 100% achievement level,
    the Executive is eligible for a 30% performance bonus (of which no pension contribution will be made). Specific targets for the 2021-2022
    plan (for year ending April 30, 2022) are being finalized, but the principles of the plan are targets each with a “floor, target,
    & ceiling parameter”. Payouts are calculated based on Base Fees at time of plan finalization and are inclusive of any superannuation
    contributions required to be made, with each component measured against audited year end results. In cases where the eligible Executive
    has been engaged and providing services for less than 52 weeks, bonus eligibility will be prorated on the number of weeks of engagement
    and providing service with the Company divided by 52. The Executive will not receive any payment under this clause if, before the
    payment falls due, the Executive’s engagement terminates for Serious Misconduct or for Cause, or the Executive terminates his
    engagement without Good Reason.
	 	 	 
	 	ii.	Slinger
    Bag equity & or share option plans. The Executive is eligible to participate in any equity or option plan adopted for the Company’s
    directors, officers and / or Executives. Currently the only plan the Company has relating to equity/share option plan is an Incentive
    Stock Option Plan (“ISOP”). Parameters for the 2021-2022 ISOP are to be finalized in the coming months, but the
    program will be retroactive to the date of the engagement in terms of award grant for the 2021-2022 year (based on May 1, 2021-April
    30, 2022 fiscal year). Subject to confirming this by email or otherwise in writing, the Company intends to award the Executive shares
    of its common stock or warrants in value equal to 25% of the Executive’s applicable Base Fees on an annual basis.


 


2.3
Other fees and expenses:


 


	 	i.	“Health
    Benefit”: The Company agrees that the Executive may invoice the Company for costs incurred in procuring insurance for the
    Executive and his spouse and children for medical, prescription drug, dental & vision care, life and permanent disability insurance
    up to a maximum cost of USD$8,750.
	 	 	 
	 	ii.	Out
    of pocket expenses: Executive shall be re-imbursed for all reasonable business expenses incurred in connection with his duties
    to the Company. This includes mobile phone costs, costs of home office, travel related expenses, or any other expense incurred on
    behalf of the Company.


 





 




    	 



    	 



    




 





 


ARTICLE
3





CONFIDENTIALITY,
Intellectual Property and moral rights


 


3.1
Maintenance of Confidential Information.


 


	a)	The
    Executive acknowledges that, in the course of performing his duties as an independent contractor hereunder, the Executive may, either
    directly or indirectly, have access to and be entrusted with confidential information (whether oral, written, by inspection, by electronic
    or magnetic media, by visual observation or by any other means) relating to the Company, Slinger Bag and their respective affiliates,
    associates or customers (the “Confidential Information”).
	 	 
	b)	The
    Executive acknowledges that, the Confidential Information constitutes a proprietary right, which the Company is entitled to protect.
    Accordingly, the Executive covenants and agrees that, as long as he is engaged by the Company, the Executive will keep in strict
    confidence the Confidential Information and will not, without prior written consent of the Company, disclose, use or otherwise disseminate
    the Confidential Information, directly or indirectly, to any third party.
	 	 
	c)	The
    Executive agrees that, upon termination of his services to the Company (for whatever reason), he will immediately surrender to the
    Company or, at the Executive’s option, destroy all Confidential Information then in his possession or under his control. In
    the event that Executive destroys Confidential Information, the Executive shall promptly (and, in any event, within 10 days of termination)
    confirm such destruction to the Company in writing.


 


3.2
Exceptions. The general prohibition contained in Section 3.1 against the unauthorized disclosure, use or dissemination of the Confidential
Information will not apply in respect of any Confidential Information that:


 


(a)
is available to the public generally;


 


(b)
becomes part of the public domain through no fault of the Executive;


 


(c)
is already in the lawful possession of the Executive at the time of receipt of the Confidential Information and is not considered to
be confidential while in the lawful possession of the Executive; or


 


(d)
is compelled by applicable law or regulation to be disclosed, provided that the Executive gives the Company prompt written notice of
such requirement prior to such disclosure and provides commercially reasonable assistance at the request and expense of the Company,
in obtaining an order protecting the Confidential Information from public disclosure.


 


3.3
Intellectual Property Rights and Moral Rights.


 


The
Executive:


 


	a)	presently
    assigns to the Company all existing and future Intellectual Property Rights;
	 	 
	b)	acknowledges
    that by virtue of this clause 3 all such existing Intellectual Property Rights are vested in the Company and, on their creation,
    all such future Intellectual Property Rights will vest in the Company;
	 	 
	c)	acknowledges
    that the Executive may have Moral Rights in respect of Intellectual Property Rights;


 







    	 



    	 



    

 








 


	d)	in
    so far as the Executive is able, waives the Executive’s Moral Rights in respect of Intellectual Property Rights; and
	 	 
	e)	voluntarily
    and unconditionally consents to all or any acts or omissions by the Company or its successors or assignees, or persons authorised
    by the Company, which would otherwise infringe the Executive’s Moral Rights in respect of any Intellectual Property Rights.


 


3.4
Disclosure of Intellectual Property Rights


 


The
Executive must disclose to the Company everything in which Intellectual Property Rights may subsist.


 


3.5
Further assurances


 


The
Executive must do all things reasonably requested by the Company to enable the Company to exploit and further assure the rights assigned,
and consents given, under clause 3.3.


 


For
the purposes of this clause 3:


 


Intellectual
Property Rights means all intellectual property rights:


 


	 	(a)	patents,
    inventions and discoveries, copyright, rights in circuit layouts, plant breeder’s rights, designs, trade marks, trade secrets,
    know-how, the right to have confidential information kept confidential and all other intellectual property as defined in article
    2 of the convention establishing the World Intellectual Property Organisation 1967 (whether registered or unregistered); and
	 	 	 
	 	(b)	any
    application or right to apply for registration of any of those rights,


 


created
or generated by the Executive (whether alone or with any other persons) in the course of, in connection with or arising out of the Executive’s
engagement with the Company including Intellectual Property Rights created:


 


	 	(c)	before
    this Agreement is signed; and/or
	 	 	 
	 	(d)	using
    the property (including other intellectual property), resources or Confidential Information of any member of the Group.


 


Moral
Rights means the following rights in respect of any Intellectual Property Rights:


 


	 	(a)	the
    right of integrity of authorship (that is, not to have a work subjected to derogatory treatment);
	 	 	 
	 	(b)	the
    right of attribution of authorship of a work; and
	 	 	 
	 	(c)	the
    right not to have authorship of a work falsely attributed


 


(which
are rights created by the Copyright Act 1968 (Cth)), and any other similar right capable of protection under the laws of any relevant
jurisdiction.


 





 




    	 



    	 



    

 








 


ARTICLE
4


termination


 


4.1
Termination of Services. The Executive’s engagement may be terminated as follows:


 


(a)
Termination by the Company


 


	 	(i)	For
    Serious Misconduct: The Company may terminate the Executive’s engagement immediately without notice for Serious Misconduct.
	 	 	 
	 	(ii)	For
    Cause: The Company may terminate the Executive’s engagement immediately on 30 days’ written notice for Cause.
	 	 	 
	 	(iii)	Without
    Cause: The Company may terminate Executive’s engagement at any time by giving Executive 90 days prior written notice of the
    termination. In such a case, 100% of the Executive’s unvested stock and option compensation of any nature under clause 2.2(ii)
    will vest without any further action required on the part of the Executive or the Company and the Company will, or will procure to,
    deliver to the order of the Executive promptly, upon receipt of a written demand of the Executive, such shares of common stock or
    options at its sole expense as become due to Executive hereunder. The Executive’s right to receive compensation whether in
    cash or securities shall survive any termination of this Agreement Without Cause.


 


(b)
Termination by the Executive


 


	 	(i)	For
    Good Reason. The Executive may terminate the Executive’s engagement with the Company without notice for Good Reason.
	 	 	 
	 	(ii)	Without
    Good Reason. The Executive may voluntarily terminate his engagement with the Company at any time by giving the Company 180 days prior
    written notice of the termination.


 


(c)
Termination Upon Death or Disability


 


	 	(i)	Death.
    The Executive’s engagement shall terminate upon the Executive’s death.
	 	 	 
	 	(ii)	Disability.
    The Company may terminate the Executive’s engagement on 30 days’ written notice if the Executive is totally and permanently
    unable to perform the inherent requirements of the services.


 


(d)
For the purpose of this clause 4, “Cause” means:


 


	 	(i)	Breach
    of Agreement. Executive’s material breach of Executive’s obligations of this Agreement, not cured after 30 days’
    notice from the Company.
	 	 	 
	 	(ii)	Gross
    Negligence. Executive’s gross negligence in the performance of Executive’s duties.


 


(e)
For the purpose of this clause 4, “Good Reason” means:


 


	 	(i)	Breach
    of Agreement. The Company’s material breach of this Agreement, which breach has not been cured by the Company within 30 days
    after receipt of written notice specifying, in reasonable detail, the nature of such breach or failure from Executive. For the avoidance
    of doubt, a material breach will be a breach of clause 8.
	 	 	 
	 	(ii)	Non-Payment.
    The failure of the Company to pay any amount due to the Executive hereunder, which failure persists for 30 days after written notice
    of such failure has been received by the Company.
	 	 	 
	 	(iii)	Change
    of Responsibilities/Compensation. Any material reduction in the Executive’s title or a material reduction in Executive’s
    services or any material adverse change in Executive’s Base Fees or any material adverse change in Executive’s benefits.


 





 




    	 



    	 



    

 








 


(f)
For the purpose of this clause 4, “Serious Misconduct” means the Executive:


 


	 	(i)	 
	 	 	 
	 	(ii)	is
    involved in serious misconduct including (without limitation): willful or deliberate behaviour that is inconsistent with the continuation
    of this Agreement; conduct that causes imminent or serious risk to the reputation or viability of the Company’s business; or
    conduct that causes imminent or serious risk to the health and safety of a person;
	 	 	 
	 	(iii)	in
    the course of his engagement, engaging in theft, fraud or assault;
	 	 	 
	 	(iv)	breaches
    a material provision of this Agreement including clauses 1.1 (c), 1.1(d), 3.
	 	 	 
	 	(v)	engages
    in conduct which, in the Company’s opinion, could cause material damage to the profitability, viability, reputation or business
    interests of the Company or any member of the Group; or
	 	 	 
	 	(vi)	is
    convicted of or enters a plea of guilty to any crime involving, dishonesty, fraud or moral turpitude.


 


	 	(g)	In
    circumstances of termination of the engagement by either the Executive or the Company, the Company may, in its absolute discretion,
    elect to make a payment to the Executive equal to the Base Fees in lieu of any period of notice, or the untaken part of any period
    of notice. If the Company does so, the Executive’s engagement terminates on the date the Company notifies the Executive of
    this election. Neither the Company, nor the Executive will be entitled to any notice or payment in excess of that specified in this
    clause 4.
	 	 	 
	 	(h)	Upon
    the termination (whether for serious misconduct, cause, total and permanent disablement, death, without cause, for good reason or
    without good reason), the Company shall pay to Executive within 30 days of the termination date (i) any accrued but unpaid Base Fees
    for services rendered as of the date of termination, (ii) the business expenses reasonably incurred by the Executive up to the date
    of termination and properly reimbursable, and (iii) payment of any cash allowance for benefits.


 


4.2
Termination for Serious Misconduct or Cause 





In
the event that this Agreement and the Executive’s engagement with the Company is terminated for Serious Misconduct or Cause, the
Company shall provide the Executive written notice thereof and Executive shall be entitled only to the amounts specified in Section 4.1
plus all vested common or preferred shares and, if applicable options and warrants.


 





 




    	 



    	 



    

 








 


4.3
Termination without Cause


 


In
the event this Agreement and the Executive’s engagement with the Company is terminated by the Company without Cause (other than
for death or total and permanent disablement), then in addition to the amounts specified in Section 4.1 and subject to the Executive’s
execution and non-revocation of a separation agreement containing a general release and waiver of liability against the Company, Slinger
Bag and anyone connected with them in a form acceptable to the Company, the Executive shall be entitled to receive, and the Company shall
pay the Executive (less statutory deductions and withholdings) the equivalent of 3 months gross compensation as defined in clauses 2.1
and 2.3, plus any unpaid fees, bonuses, &/or eligible out of pocket costs. Such amount to be paid in full within 30 days of the termination
date.


 


4.4
Suspension


 


The
Company may suspend the Executive’s services while investigating any matter which the Company believes could lead to the Company
exercising its rights under this clause.


 


4.5
Relief from services and related matters


 


If
the Company or Executive has given notice of termination of the engagement or the Executive has been suspended under clause 4.4 the Company
may, without limiting the Company’s rights, during part or all of the period of notice of termination or suspension:


 


		(a)	require
                                            the Executive:



 





	 	(i)	not
    to carry out any of the Executive’s services;
	 	 	 
	 	(ii)	not
    to attend for work or the Company’s premises;
	 	 	 
	 	(iii)	not
    to access any of the Company’s or Slinger Bag’s computer systems;
	 	 	 
	 	(iv)	to
    perform services which are different to those which the Executive had been engaged to perform, provided only that the Executive has
    the necessary skills and competence to perform the services;
	 	 	 
	 	(v)	not
    to have any contact with any customers, suppliers or employees of the Company or Slinger Bag; or


 


	 	(b)	to
    return any Company property to the Company; suspend or terminate the Executive’s access to the Company’s or Slinger Bag’s
    computer systems and premises; or
	 	 	 
	 	(c)	any
    combination of clause 4.5(a) or (b) above.


 


4.6
Replacement of Executive


 


If
the Company or Executive has given notice of termination of the engagement, the Company may, without limiting the Company’s rights,
appoint a replacement to the Executive.


 





 




    	 



    	 



    

 








 


ARTICLE
5





RESTRAINT
ON EXECUTIVE’S CONDUCT


 


5.1
Restraints


 


Except
where the Executive terminates the engagement for Good Reason or is terminated Without Cause:


 


	 	a)	During
    the Restraint Period, the Executive must not Work for, or prepare to Work for, a Competitor within, or in respect of its business
    conducted within, the Restraint Area.
	 	 	 
	 	b)	During
    the Restraint Period, the Executive must not be Involved With, or prepare to be Involved With, a Competitor’s business conducted
    within the Restraint Area.
	 	 	 
	 	c)	During
    the Restraint Period, the Executive must not solicit, canvass, approach or accept any approach from any Customer with a view to obtaining
    their custom for a Competitor, where the custom is either:


 


	 	(i)	from
    the Customer’s business conducted within the Restraint Area; or
	 	 	 
	 	(ii)	for
    the Competitor’s business conducted within the Restraint Area.


 


	 	d)	During
    the Restraint Period, the Executive must not solicit, canvass, approach or accept any approach from any Supplier with a view to obtaining
    their supply to a Competitor, where the supply is either:


 


	 	(i)	from
    the Supplier’s business conducted within the Restraint Area; or
	 	 	 
	 	(iii)	to
    the Competitor’s business conducted within the Restraint Area.


 


	 	e)	During
    the Restraint Period, the Executive must not induce, assist in inducing, or assist any Group Employee to leave their employment with
    a Group Member.
	 	 	 
	 	f)	During
    the Restraint Period, the Executive must not induce, assist in inducing or assist any Contractor who is based within the Restraint
    Area to cease to be engaged by a Group Member.


 


5.2
Evidence


 


The
Company may require the Executive to provide evidence confirming to the satisfaction of the Company that he is not in breach of this
clause 5.


 


5.3
Other members of the Group


 


The
Company holds the benefit of this clause 5 on trust for the other members of the Group.


 





 




    	 



    	 



    

 








 


5.4
Acknowledgments


 


The
Executive acknowledges that:


 


	 	a)	each
    restriction specified in clauses 5.1(a), 5.1(b), 5.1(c), 5.1(d), 5.1(e), 5.1(f) is in the circumstances reasonable and necessary
    to protect the Company’s legitimate business interests, including, but not limited to, the Company’s interest in protecting:


 


	 	(iv)	confidential
    information;
	 	 	 
	 	(v)	the
    Group’s relationships with Customers, Suppliers, Group Employees and Contractors; and
	 	 	 
	 	(vi)	the
    goodwill of the business; and


 


	 	b)	damages
    are not an adequate remedy for a breach of this clause 5.


 


5.5
Survival


 


This
clause 5 survives the termination of this Agreement.


 


5.6
Definitions


 


In
this clause 5:


 


	 	a)	Business
    means any business carried on by any Group Member in which the Executive worked at any time during the Relevant Time;
	 	 	 
	 	b)	Competitor
    means an actual or prospective competitor of a Business;
	 	 	 
	 	c)	Customer,
    Supplier and Contractor means any customer, supplier, employee or contractor (as the case may be) of any Group Member
    in any Business with whom the Executive worked or had dealings at any time during the Relevant Time;
	 	 	 
	 	d)	Group
    Employee means any officer, employee, contractor, advisor or consultant to any Group Member.
	 	 	 
	 	e)	Group
    Member means any member of the Group (including the Company and Slinger Bag), provided it was also a Group Member at any time
    during the Relevant Time;
	 	 	 
	 	f)	Involved
    With means to participate, assist or otherwise be directly or indirectly involved including as a member, shareholder, unitholder,
    director, adviser, principal, agent, beneficiary, partner, associate, trustee or financier. However, it does not include:


 


	 	(i)	to
    Work for; or
	 	 	 
	 	(vii)	to
    hold shares of up to 5% in a company listed on a recognised stock exchange;


 





 




    	 



    	 



    

 








 


g)
Relevant Time means the period of 12 months prior to either:


 


	 	(ii)	the
    date of termination of the Executive’s engagement; or
	 	 	 
	 	(iii)	the
    date from which direction under clause 4.4(a)(i), (ii) and (iv) of this Agreement applies,
	 	 	 
	 	whichever
    is the earlier;


 


h)
Restraint Area means Australia, New Zealand, United Kingdom, India and United States; and


 


i)
Restraint Period means the period:


 


	 	(i)	starting
    on the date of termination of the Executive’s engagement (as opposed to the date of giving notice of termination); and
	 	 	 
	 	(ii)	continuing
    for 12 months.
	 	 	 
	 	less
    any period to which a direction under clause 4.4(a)(i), (ii) and (iv) of this Agreement applies; and


 


j)
Work for means working for directly or indirectly and includes:


 


	 	(i)	working
    as an employee; and
	 	 	 
	 	(viii)	working
    as a contractor (including through any of the Executive’s associated entities, as that term is defined in the Corporations
    Act 2001 (Cth)).


 


Article
6





Monitoring
of Information Technology Notification and Policy


 


6.1
Notification of surveillance


 


The
Company notifies the Executive that it carries out ongoing, intermittent surveillance of the use of computer systems and other electronic
and communications systems by employees - including emails, internet and files (including files stored on employees’ work computer).


 


6.2
How surveillance is carried out


 


The
surveillance is carried out by all means available to the Company which may include:


 


	 	a)	accessing
    the Executive’s email account or emails;
	 	 	 
	 	b)	accessing
    files and other information contained on employees’ computers, storage devices or communications devices;
	 	 	 
	 	c)	accessing
    records of internet usage by employees (including sites and pages visited, files downloaded, video and audio files accessed and data
    input); and
	 	 	 
	 	d)	use
    of monitoring, logging and automatic alerting software and other specialised software.


 





 




    	 



    	 



    

 








 


6.3
Commencement of surveillance


 


The
Executive agrees that this surveillance will commence on the date of commencement of their engagement under this Agreement.


 


Article
7





Privacy


 


In
signing this agreement, the Executive acknowledges and agrees that any member of the Group may, for any purpose relating to the Executive’s
engagement with the Company or for the reasonable business requirements of the Company or the Group:


 


	 	a)	collect
    and use the Personal Information; and
	 	 	 
	 	b)	disclose
    the Personal Information, including to members of the Group outside of Australia, the Australian Taxation Office, superannuation
    fund trustees and administrators, insurers, medical or occupational practitioners, financial and legal advisers, potential purchasers
    in a sale of business and law enforcement bodies.


 


For
the purpose of this clause 7:


 


Personal
Information means personal information (including sensitive information) as those terms are defined in the Privacy Act 1988 (Cth)
concerning the Executive.


 


Article
8


Mutual
Representations


 


8.1
The Executive represents and warrants to the Company that the execution and delivery of this Agreement and the fulfillment of the terms
hereof:


 


(a)
will not constitute a default under or conflict with any agreement or other instrument to which he is a party or by which he is bound;
and


 


(b)
do not require the consent of any person or entity.


 


8.2
The Company represents and warrants to the Executive that this Agreement has been duly authorized, executed and delivered by the Company
and that the fulfillment of the terms hereof:


 


	 	a)	will
    not constitute a default under or conflict with any agreement of other instrument to which it is a party or by which it is bound;
    and
	 	 	 
	 	b)	do
    not require the consent of any person of entity.


 


8.3
Each party hereto warrants and represents to the other that this Agreement constitutes the valid and binding obligation of such party
enforceable against such party in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium and similar laws
affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless if enforcement
is sought in proceeding in equity or at law).


 





 




    	 



    	 



    

 








 


ARTICLE
9


notices


 


9.1
Notices. All notices required or allowed to be given under this Agreement must be made either personally by delivery to or by facsimile
transmission to the address as hereinafter set forth or to such other address as may be designated from time to time by such party in
writing:


 


(a)
in the case of the Company, to:


 


Slinger
Bag Inc. to be provided under separate cover within three days after the date hereof; in the event that Executive does not receive
notice of address within such period, then Executive shall be entitled to send any notice to any email address of the Company known to
Executive and the sending of any such notice shall constitute receipt of notice whether the Company receives such notice or not.


 


(b)
and in the case of the Executive, to the Executive’s last residence address known to the Company or the Executive’s personal
email address held by the company.


 


9.2
Change of Address. Any party may, from time to time, change its address for service hereunder by written notice to the other party
in the manner aforesaid.


 


ARTICLE
10





GENERAL


 


10.1
Further Assurances. Each party hereto will promptly and duly execute and deliver to the other party such further documents and assurances
and take such further action as such other party may from time to time reasonably request in order to more effectively carry out the
intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be created hereby.


 


10.2
Waiver. No provision hereof will be deemed waived and no breach excused, unless such waiver or consent excusing the breach is made
in writing and signed by the party to be charged with such waiver or consent. A waiver by a party of any provision of this Agreement
will not be construed as a waiver of a further breach of the same provision.


 


10.3
Amendments in Writing. No amendment, modification or rescission of this Agreement will be effective unless set forth in writing and
signed by the MD


 


10.4
Assignment. Except as herein expressly provided, the respective rights and obligations of the Executive and the Company under this
Agreement will not be assignable by either party without the written consent of the other party and will, subject to the foregoing, inure
to the benefit of and be binding upon the Executive and the Company and their permitted successors or assigns. Nothing herein expressed
or implied is intended to confer on any person other than the parties hereto any rights, remedies, obligations or liabilities under or
by reason of this Agreement. For the avoidance of doubt, it is agreed that in the event that the Company participates in a merger,
acquisition, restructuring, reorganization or other transaction in which the Company is merged into, sold to or otherwise becomes part
of or owned by another company or entity, this Agreement will remain in force and be binding on any such successor, surviving or acquiring
company or entity.


 





 




    	 



    	 



    

 








 


10.5
Limitation on Damages. The Executive’s damages for breach of this agreement:


 


	 	a)	are
    not available for personal illness or injury or non-pecuniary loss (including, but not limited to hurt, humiliation, distress and
    disappointment); and
	 	 	 
	 	b)	cannot
    exceed the loss which the Executive would have suffered if the Company had, instead of breaching the agreement, lawfully terminated
    the agreement at the earliest possible opportunity.


 


10.6
Severability. In the event that any provision contained in this Agreement is declared invalid, illegal or unenforceable by a court
or other lawful authority of competent jurisdiction, such provision will be deemed not to affect or impair the validity or enforceability
of any other provision of this Agreement, which will continue to have full force and effect.


 


10.7
Headings. The headings in this Agreement are inserted for convenience of reference only and will not affect the construction or interpretation
of this Agreement.


 


10.8
Number and Gender. Wherever the singular or masculine or neuter is used in this Agreement, the same will be construed as meaning
the plural or feminine or a body politic or corporate and vice versa where the context so requires.


 


10.9
Time. Time is of the essence in this Agreement.


 


10.10
Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of New South Wales, Australia
without reference to its conflicts of laws principles or the conflicts of laws principles of any other jurisdiction, and each of the
parties hereto expressly attorns to the jurisdiction of the courts of the State of New South Wales. The sole and exclusive place of jurisdiction
in any matter arising out of or in connection with this Agreement will be the applicable Australian Court.


 





 




    	 



    	 



    

 








 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date and year first above written.


 


	Slinger
    Bag Inc.	 
	 	 
	 	 
	Mike
    Ballardie	 
	Title:
    Chief Executive Officer	 


 


	Executed
    by Flixsense Pty Ltd in accordance

    with
    Section 127 of the Corporations Act 2001
	 	 
	 	 	 
	 	 	 
	Signature
    of director	 	Signature
    of director
	 	 	 
	Mike
    Ballardie	 	Shaik
    Jalaluddin 
	Name
    of director (print)	 	Name
    of director (print)


 


	Signed
    by James Melvin Priyarajan in the presence of	 	 
	 	 	 
	 	 	 
	Signature
    of witness	 	James
    Melvin Priyarajan
	 	 	 
	 	 	 
	Name
    of witness (print)