Exhibit 10.2


 


ADVISORY AGREEMENT


 


This Advisory
Agreement (“Agreement”) is entered into effective August 26th 2015 between Louis Mann (“Advisor”) and
VNUE, Inc., (“VNUE”), a Nevada corporation quoted on the OTCMarkets Pinksheets, with offices at 3209 Utah Avenue South,
Suite 300, Seattle, WA 98134.


 


WHEREAS, Advisor
is a former officer and director of VNUE, having resigned as President and Secretary and from the Board of Directors prior to executing
this Agreement; and


 


WHEREAS, Advisor
has substantial business experience in the music industry and VNUE believes Advisor can provide valuable advisory services related
to business development and relationship building.


 


NOW, THEREFORE,
in consideration of the representations, covenants and agreements hereinafter set forth, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, VNUE and the Advisor agree as follows:


 


Independent
Contractor. Nothing contained herein or any document executed in connection herewith, shall be construed to create an employer-employee,
partnership or joint venture relationship between VNUE and Advisor. Advisor is an independent contractor and not an officer, director,
affiliate, insider, employee or agent of VNUE or any of its subsidiaries or affiliates. Advisor has no authority to, and will not,
enter into contracts, make representations, warranties or commitments purporting to be binding on VNUE or otherwise act on VNUE’s
behalf and shall not take any action that might lead third parties to believe Advisor has the right to do so. The consideration
set forth in Section 3 shall be the sole consideration due Advisor for the services rendered hereunder. It is understood that VNUE
will not withhold any amounts for payment of taxes from the compensation of Advisor hereunder. Advisor will not represent to be
or hold himself out as an employee, officer, or director of VNUE and Advisor acknowledges that he shall not have any right or entitlement
in or to any equity award or benefit program now or hereafter available to VNUE’s regular employees as a result of and with
respect to the Advisory Seivices. Any and all sums subject to deductions, if any, required to be withheld and/or paid under any
applicable provincial, state, federal or municipal laws shall be Advisor’s sole responsibility and Advisor shall indemnify
and hold VNUE harmless from any and all damages, claims and expenses (including, but not limited to, attorneys’ fees and
costs) arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with said payments.
In the event Advisor is deemed to be an employee, any such employment would be at-will, terminable for any reason, with or without
notice.


 


Section 1. Advisory
Services. Advisor to provide the following services to VNUE in accordance with the terms and conditions set forth in this agreement:


 


		A.	VNUE hereby engages the Advisor as an Independent Contractor to provide strategic entrepreneurial advisory services for the
Company.



 


		B.	The Advisor will provide certain skills, expertise, experience and abilities developed as an executive in the music business
over several decades.



 


		C.	The Advisor will consult and work with the Directors and Officers of VNUE concerning matters relating to business development
and other matters deemed necessary arising out of the business affairs of the company.



 




     

     

    

  


Section 2.
Advisor’s Fee. For providing services as set forth herein, the Advisor shall be entitled to the following compensation:


 


VNUE will compensate Advisor in
the amount of Twenty-Five Thousand Dollars ($25,000.00) due and payable on or before December 31, 2015. If such Advisor’s
Fee is not paid within Four (4) Months following the end of the Term, VNUE may elect to issue MANN Twenty-Five Thousand Dollars
($25,000.00) worth of VNUE common stock as payment in full for services rendered under this Agreement. If stock is issued to MANN
in lieu of cash, the value of such stock shall be determined by using the closing price published by OTCMarkets.com on December
31, 2015.


 


Section 3.
Expenses. Advisor shall pay his own expenses incurred while acting as Advisor in performing the duties herein.


 


Section 4.
Ability to Perform Services/Third-Party Trade Secrets. Advisor affirms that Advisor is not restricted from providing services
in this Agreement due to any agreement with any other person or entity. Advisor will not disclose to VNUE or use in his work any
trade secrets, inventions or confidential information of any other person or entity which Advisor is not lawfully entitled to disclose
or use.


 


Section 5.
Place of Work. Advisor may perform the Advisory Services at such locations as Advisor may choose.


 


Section 6.
Term. This Agreement shall commence on August 8, 2015, and continue through December 31, 2015.


 


Section 7.
Liability. The work to be performed under this Agreement will be performed entirely at Advisor’s risk, and Advisor
assumes all responsibility for the condition of equipment and facilities used in the performance of this agreement. Advisor agrees
to indemnify VNUE for any and all liability or loss arising in any way out of the actions of Advisor taken in the performance of
this Agreement. VNUE agrees to indemnify and hold Advisor harmless for any and all liability or loss arising in any way out of
the actions, during the term of this Agreement, of VNUE officers, directors, employees, agents or third parties not under the control
of Advisor.


 


Section 8.
Competent Work. All work will be done in a competent fashion in accordance with applicable standards of the profession.


 


Advisor
represents, warrants, and covenants the following:


 


		A.	Advisor will disclose to VNUE any and all material facts and circumstances, which may affect his ability to perform its undertaking
herein.



 


		B.	Advisor will not enter into an agreement or understanding, written or oral that binds VNUE to any
third party. Furthermore, Advisor is an independent contractor acting in the limited capacity as an independent contractor for
VNUE.



 


		C.	Advisor will not disseminate or share with third parties any material information about



VNUE not already contained in
a Company report filed with the Securities and Exchange Commission, as Advisor acknowledges that such third parties might try to
act on such material non-public information by engaging in “insider trading” to the detriment of VNUE.


 




     

     

    

  


Section 9.
Legal Right. Advisor covenants and warrants that Advisor has the unlimited legal right to enter into this Agreement and
to perform in accordance with its terms without violating the rights of others or any applicable law and that he has not and shall
not become a party to any other agreement of any kind which conflicts with this Agreement. Advisor shall indemnify and hold VNUE
harmless from any and all damages, claims and expenses (including, but not limited to attorneys’ fees and costs) arising
out of or resulting from any claim that this Agreement violates any such other agreements. Breach of this Section shall operate
to terminate this Agreement automatically without notice otherwise required by this Agreement.


 


Section 10.
Notice. Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered,
or sent by certified or registered mail, properly addressed to VNUE at the address set forth above and to Advisor at the address
on file with VStock Transfer.


 


Section 11.
Enforceability. It is agreed between the parties that there are no other agreements or understandings between them relating
to the subject matter of this agreement. This agreement supersedes all prior agreements, oral or written, between the parties and
is intended as a complete and exclusive statement of the agreement between the parties. If any provision in this Agreement is held
by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will continue in full force
without being impaired or invalidated in any way.


 


Section 12.
Non-exclusion. It is understood that VNUE does not agree to use Advisor exclusively as its advisor, and that Advisor shall
not be held liable for the actions of third parties which may also be providing the same or similar services during the term of
this Agreement. Likewise, Advisor is free to contract for services to be performed for other public and private companies while
under contract with VNUE, subject to the terms of this Agreement. Advisor shall not represent himself as an agent, officer or director
of VNUE.


 


Section 13.
Miscellaneous. This Agreement shall inure to the benefit of the parties hereto and their respective successors, heirs and
assigns. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby. This Agreement shall be governed
by and construed in accordance with the laws of the State of Nevada without giving effect to choice of law doctrine. The party
in violation of any of the provision agrees to pay to the injured party all court fees, attorney fees, charges and expenses as
are deemed fair by the court. Each party hereto consents to personal jurisdiction in Nevada and voluntarily submits to its jurisdiction
in any action or proceeding with respect to this Agreement. Venue for any action arising hereunder shall lie in the state and federal
courts located Nevada.


 


Section 14.
Review by Counsel. Advisor acknowledges that Advisor has had the opportunity to have this Agreement reviewed by legal counsel
of Advisor’s choice.


 




     

     

    

  


Section 15. Execution.
This Agreement may be executed via facsimile and in counterparts, which together shall constitute the single Agreement.


 


Section 16. SEC Reporting
and Press Release. Advisor acknowledges that VNUE is an SEC reporting public company and that a Form 8-K will be filed announcing
the Advisory Agreement, which shall include a copy of this Agreement, and that a Press Release summarizing the Agreement and Advisor’s
background may be issued as well. Advisor agrees to make no additional public statements or press releases related to VNUE or to
this Agreement without VNUE’s prior written consent.


 


WHEREFORE, the parties have executed this Advisory Agreement
as of the date written above.


 


	VNUE, INC.	 	ADVISOR
	 	 	 
	By:	/s/	 	By:	/s/
	 	Matthew Carona, CEO	 	 	Louis Mann