INDEPENDENT
CONTRACTOR AGREEMENT


 


This
INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) is by and between Laurence Wainer (the “Executive”),
and Blow & Drive Interlock Corporation, a Delaware corporation (the “Company”), effective the 11th
day of September, 2015 (the “Effective Date).


 


WHEREAS,
Executive has years of experience in the interlock industry; and,


 


WHEREAS,
the Company wishes to contract with Executive for the purpose of having him perform in the capacity of Chief Executive Officer
(“CEO”) of the Company. The duties of the Executive, among others, shall include the performance of all of the duties
typical of the office held, those described in the bylaws of the Company, and such other duties and projects as may be assigned
by the Company or the Board of Directors, more fully described below.


 


NOW,
THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Executive agree as follows:


 


		1.	Engagement



 


The
Company hereby engages Executive to provide his services as its full time CEO. In this role he will be expected to lead the Company,
primarily by (i) selling the Company’s products, (ii) obtaining any required state certifications for the Company’s
products, (iii) overseeing the manufacturing of the Company’s products, and (iv) preparing and filing all necessary filings
as a publicly-traded company. Collectively, the Executive’s duties are referred to herein as the “Services”).


 


		2.	Compensation



 


Compensation
to Executive for the Services provided pursuant to this Agreement shall consist of the following:


 


		A.	Monthly
                                         Compensation. As compensation for the Services, the Company will provide remuneration
                                         of $4,000 per month to Executive (the “Compensation”).



 


		3.	Term
                                         of Engagement.



 


This
Agreement shall have an initial term of one (1) year (the “Term of Services”) and, at the end of this period will
automatically be renewed for a further one (1) year period which will roll over each year thereafter, unless terminated by the
Company or the Executive in accordance with this Agreement. Notwithstanding this Term of Services, this Agreement may be terminated
pursuant to Section 7, below (the “Service Termination Date”).


 


		4.	Indemnification



 


Executive
shall not be liable to the Company or any of its shareholders, and the Company shall indemnify and hold Executive harmless from
and against all demands, claims, actions, losses, damages, liabilities, costs and expenses, including without limitation, interest,
penalties and attorneys’ fees and expenses asserted against or imposed or incurred by him, and to pay related attorney’s
fees incurred by Executive by reason of or resulting from litigation to which Executive is named a party defendant relating in
any way to any action by Executive, or omission, in the course of or connected with rendering the Services, including but not
limited to losses that may be sustained in any corporate act undertaken by the Company as a result of advice provided by Executive
(“Indemnification”). This covenant is provided by the Company as an inducement for Executive to enter into this Agreement.
Excluded from Indemnification under this Agreement are actions, litigation or otherwise, brought against the Executive the basis
of which is the Executive’s willful acts or omissions or breach of the Executive’s fiduciary duty or fraud, or such
other action that may be against public policy for the Company to waive, release or indemnify against.


 




    	 



    	 



    

 


		5.	Costs
                                         and Expenses



 


All
third party and out-of-pocket expenses incurred by Executive in the performance of the Services shall be paid by the Company,
or if paid by Executive on behalf of the Company then reimbursed by the Company. Reimbursement of costs and expenses shall be
made within ten (10) days of receipt by the Company of Executive’s written request for reimbursement; provided, however,
that the Company must approve in advance all such expenses in the aggregate in excess of $1,000 in any one (1) month. All expenses
claims must follow the Company’s policies and procedures for Expenses a copy of which has been provided to the Executive.


 


		6.	Place
                                         of Services



 


Unless
otherwise mutually agreed by Executive and the Company, the Services provided by Executive hereunder will be performed at the
offices of the Company or its respective subsidiary, or, at such other location as may be required, in the Company’s sole
discretion, to perform the Services.


 


		7.	Termination



 


This
Agreement will terminate as described in Section 3, above, or upon the earlier of (a) receipt by Executive of written notice by
the Company to Executive to terminate this Agreement for Cause, (b) thirty (30) days following receipt by Executive of written
notice by the Company to Executive to terminate this Agreement without Cause, or (c) thirty (30) days following receipt by the
Company of written notice by Executive to terminate this Agreement, for any reason. For the purpose of this Agreement the term
“Cause” shall mean:


 


		A)	As
                                         to Executive:



 


i)
Executive is unable to provide the Services as set forth herein for thirty (30) consecutive business days because of illness,
accident, or other incapacity;


 


ii)Executive
willfully breaches or neglects the duties reasonably requested by a majority of the members of the Company’s Board of Directors;
or


 


iii)Executive
breaches a material term of this Agreement; or


 


iv)Executive
files a petition in a court of bankruptcy, or is adjudicated a bankrupt; or,


 




    	 



    	 



    

 


v)Executive
is convicted of or enters a plea of guilty or nolo contendere to a felony or misdemeanor involving fraud, embezzlement, theft
or dishonesty or other criminal conduct.


 


		B)	As
                                         to the Company:



 


i)If
the Company breaches this Agreement or fails to make any payments to Executive of the Compensation as set forth in Section 2,
unless expressly agreed to by the Executive; or


 


ii)If
the Company ceases business, or


 


iii)At
the option of the Executive, if the Company sells a controlling interest to a third party, or agree to a consolidation or merger
of itself with or into another corporation, or sells substantially all of its assets to another corporation, entity or individual;
or


 


iv)If
the Company has a receiver appointed for its business or assets, or otherwise becomes insolvent or unable to timely satisfy its
obligations in the ordinary course of business, or if either the Company makes a general assignment for the benefit of creditors,
has instituted against it any bankruptcy proceeding for reorganization for rearrangement of its financial affairs, files a petition
in a court of bankruptcy, or is adjudicated a bankrupt; or


 


v)If
any of the disclosures made by the Company herein, or subsequent hereto, are determined to be materially false or misleading.


 


In
the event this Agreement is terminated prior to the expiration of the Term of Service by the Company:


 


For
Cause, the Company agrees to pay all remuneration owed to Executive through the date of termination and to pay all expenses due.
..


 


Without
Cause, the Company agrees to pay in cash the balance of the term of the Agreement, without any renewal periods, which shall be
a maximum of 3 years compensation and a minimum of 1 year.


 


In
the event this Agreement is terminated prior to the expiration of the Term of Services by the Executive, the Company agrees to
pay all remuneration owed to Executive through the date of termination and to pay all expenses due.


 


		8.	Confidentiality and Covenant
Not to Compete.



 


A)Executive
acknowledges that the Company has developed and/or is developing a unique and successful business of which the name, customers,
goodwill, and methods of doing business are valuable assets, and also that the Company at times does business with certain entities
whose name and scope of work are confidential. In the course of Executive carrying out his obligations under this Agreement, Executive
will have access to the Company’s confidential information, including, but not limited to, trade secrets, financial information,
customer lists, marketing methods, data, properties, personnel and internal affairs, relating to the Company’s business
and customers (the “Confidential Information”).


 




    	 



    	 



    

 


B)Executive
will not, during the term of this Agreement, communicate or divulge to any of the Company’s competitor’s any information
or knowledge concerning the Company and any information, including but not limited to client lists, communication techniques,
invoicing, billing, schematics, hardware and software designs and prototypes which may be communicated to Executive by the Company
during the term of this Agreement.


 


C)Executive
covenants and agrees that during the term of this Agreement he will not do any act or fail to do any act which may be prejudicial
or injurious to the business and goodwill of the Company.


 


D)
Executive shall not compete. During the term of this Agreement, other than with Company’s written consent, Executive
will not directly or indirectly own, manage, control, participate in, lend his name to, act as consultant, or advisor to, or render
services to (alone or in association with any other persons, firm, corporation or other business organization) any person or entity
engaged in any business similar to or related in any way to the business be conducted by the Company.


 


		9.	Representations and Warranties
of the Company



 


The
Company represents and warrants to Executive that:


 


		A)	Corporate
                                         Existence. The Company is a corporation duly organized, validly existing, and in
                                         good standing under the laws of the state of Delaware, with power to own property and
                                         carry on its business as it is now being conducted.



 


		B)	No
                                         Conflict. This Agreement has been duly executed by the Company and the execution
                                         and performance of this Agreement will not violate, or result in a breach of, or constitute
                                         a default in any agreement, instrument, judgment, decree or order to which the Company
                                         is a party or to which the Company is subject, nor will such execution and performance
                                         constitute a violation or conflict of any fiduciary duty to which the Company is subject.



 


		C)	Full
                                         Disclosure. The information concerning the Company provided to Executive pursuant
                                         to this Agreement is, to the best of the Company’s knowledge and belief, complete
                                         and accurate in all material respects and does not contain any untrue statement of a
                                         material fact or omit to state a material fact required to make the statements made,
                                         in light of the circumstances under which they were made, not misleading.



 


		D)	Date
                                         of Representations and Warranties. Each of the representations and warranties of
                                         the Company set forth in this Agreement is true and correct at and as of the date of
                                         execution of this Agreement.



 




    	 



    	 



    

 


		10.	Miscellaneous



 


		A)	Authority.
                                         Executive and those executing this Agreement on behalf of the Company represent that
                                         they are duly authorized to do so, and that each has taken all requisite action required
                                         by law or otherwise to properly allow such signatories to execute this Agreement.



 


		B)	Subsequent
                                         Events. Executive and the Company each agree to notify the other parties if, subsequent
                                         to the date of this Agreement, one of the parties incurs obligations which could compromise
                                         its efforts and obligations under this Agreement.



 


		C)	Amendment.
                                         This Agreement may be amended or modified at any time and in any manner only by an instrument
                                         in writing executed by the parties hereto.



 


		D)	Further
                                         Actions and Assurances. At any time and from time to time, each party hereto agrees,
                                         at its expense, to take such action and to execute and deliver documents as may be reasonably
                                         requested or necessary to effectuate the purposes of this Agreement.



 


		E)	Waiver.
                                         Any failure of any party to this Agreement to comply with any of its obligations, agreements,
                                         or conditions hereunder may be waived in writing by the party to whom such compliance
                                         is owed. The failure of any party to this Agreement to enforce at any time any of the
                                         provisions of this Agreement shall in no way be construed to be a waiver of any such
                                         provision or a waiver of the right of such party thereafter to enforce each and every
                                         such provision. No waiver of any breach of or non-compliance with this Agreement shall
                                         be held to be a waiver of any other or subsequent breach or non-compliance.



 


		F)	Assignment.
                                         Neither this Agreement nor any right created by it shall be assignable by any party hereto
                                         without the prior written consent of the other parties.



 


		G)	Notices.
                                         Any notice or other communication required or permitted by this Agreement must be in
                                         writing and shall be deemed to be properly given when delivered in person to an officer
                                         of the other party when deposited for transmittal by certified or registered mail, postage
                                         prepaid, or when sent by facsimile, “email” or other electronic transmission
                                         with proof of delivery, addressed as follows:



  


	To
    the Company:	 	Blow
    & Drive Interlock Corporation
	 	 	1080
    La Cienega Boulevard, Suite 304
	 	 	Los
    Angeles, California
	 	 	Attn.
    Laurence Wainer, CEO
	 	 	E-mail:
    [____________________]
	 	 	Fax:
    [_____________________]
	 	 	 
	To
    Executive:	 	Laurence
    Wainer
	 	 	[_________________________]
	 	 	[_________________________]
	 	 	[_________________________]
	 	 	Email:


 




    	 



    	 



    

 


or
to such other person or address designated in writing subsequent to the date hereof by the Company or Executive to receive notices.


 


		H)	Headings.
                                         The sections and subsection headings in this Agreement are inserted for convenience only
                                         and shall not affect in any way the meaning or interpretation of this Agreement.



 


		I)	Governing
                                         Law. This Agreement shall be governed by and construed in accordance with the laws
                                         of California, applicable to the performance and enforcement of contracts made within
                                         such state, without giving effect to the law of conflicts of laws applied thereby. In
                                         the event that any dispute shall occur between the parties arising out of or resulting
                                         from the construction, interpretation, enforcement or any other aspect of this Agreement,
                                         the parties hereby agree to accept the exclusive jurisdiction of the Courts of the County
                                         of Los Angeles. In the event either party shall be forced to bring any legal action to
                                         protect or defend its rights hereunder, then the prevailing party in such proceeding
                                         shall be entitled to reimbursement from the non-prevailing party of all fees, costs and
                                         other expenses (including, without limitation, the actual expenses of its attorneys)
                                         in bringing or defending against such action.



 


		J)	Termination
                                         of Any Prior Agreements. Effective the date hereof all rights of the Company and
                                         Executive related to any other agreement entered into between the Company and Executive
                                         prior to the Effective Date hereof, whether written or oral, is hereby terminated.



 


		K)	Time
                                         is of the Essence. Time is of the essence of this Agreement and of each and every
                                         provision hereof.



 


		L)	Binding
                                         Effect. This Agreement shall be binding upon the parties hereto and inure to the
                                         benefit of the parties, their respective heirs, administrators, executors, successors,
                                         and assigns.



 


		M)	Entire
                                         Agreement. This Agreement contains the entire agreement between the parties hereto
                                         and supersedes any and all prior agreements, arrangements, or understandings between
                                         the parties relating to the subject matter of this Agreement. No oral understandings,
                                         statements, promises, or inducements contrary to the terms of this Agreement exist. No
                                         representations, warranties, covenants, or conditions, express or implied, other than
                                         as set forth herein, have been made by any party.



 


		N)	Severability.
                                         If any part of this Agreement is deemed to be unenforceable the balance of the Agreement
                                         shall remain in full force and effect.



 


		O)	Counterparts:
                                         Facsimile. An original of this Agreement may be executed simultaneously in three
                                         or more executed facsimile, telecopy or other electronic reproductive counterparts, each
                                         of which shall be deemed an original, or facsimile, telecopy or other electronic reproductive
                                         counterparts, shall constitute one and the same instrument, and delivery of such shall
                                         be considered valid, binding and effective for all purposes. At the request of any party
                                         hereto, all parties agree to execute an original of this instrument as well as any facsimile,
                                         telecopy or other reproduction hereof.



 




    	 



    	 



    

 


		P)	Independent
                                         Contractor Status. Executive understands that as an independent contractor he is
                                         not entitled to unemployment compensation from Company upon termination of this Agreement.
                                         Executive understands that in the event of injury or death to him/her during the course
                                         of this Agreement, he is not entitled to Workman’s Compensation from Company unless
                                         Executive has arranged to be covered by such insurance. Executive also understands that
                                         NO DEDUCTION FOR FEDERAL, STATE OR OTHER GOVERNMENTAL SUBDIVISION TAXES OR CHARGES OF
                                         ANY TYPE WILL BE MADE FROM THE AMOUNT DUE EXECUTIVE UNDER THE TERMS OF THIS AGREEMENT.
                                         EXECUTIVE FULLY AND COMPLETELY UNDERSTANDS THAT HE IS SOLELY AND TOTALLY RESPONSIBLE
                                         FOR THE PAYMENT OF ALL SUCH TAXES OR CHARGES. At the end of each calendar year, Executive
                                         shall receive a Form 1099 notifying the Internal Revenue Service of all compensation
                                         paid to Executive by Company.



 


IN
WITNESS WHEREOF, the parties have executed this Agreement effective the date first written above.


 


“Company”


 


Blow &
Drive Interlock Corporation


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


“Executive”


 


Laurence
Wainer





	 	 
	Laurence
    Wainer