Consulting
Agreement


 


THIS
AGREEMENT (The “Agreement”), dated as of August 5, 2014, by and between Myriad Interactive Media, Inc., a Delaware
corporation (the “Company”), and R. Nickolas Jones, an individual (the “Consultant”);


 


W
I T N E S S E T H:


 


WHEREAS,
the Company desires to retain the Consultant and the Consultant desires to be retained by the Company pursuant to the terms
and conditions hereinafter set forth.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained, it is hereby agreed as
follows:


 


Section
1. RETENTION.


 


		(a)	The
                                         Company engages retains the Consultant to perform the services set forth in Section 1(b)
                                         and the Consultant hereby accepts such retention and shall perform for the Company the
                                         duties described herein, faithfully and to the best of the Consultant’s ability.



 


		(b)	The
                                         Consultant shall provide EDAR, XBRL, and SEC filing services to the Corporation and its
                                         Board of Directors and render such advice and professional services to the Company as
                                         may be reasonably requested by the Company. The Consultant shall not solicit investments,
                                         make any recommendations regarding investments, or provide any analysis or advice regarding
                                         investments.



 


Section
2. COMPENSATION.


 


		(a)	In
                                         consideration for Consultant providing the Services described above, the Company shall
                                         compensate Consultant as described in Schedule A (“Fees”). 



 


		(b)	Except
                                         as otherwise provided for herein:



 


		(i)	All
                                         Fees due to the Consultant hereunder shall be non-cancelable and shall be free and clear
                                         or any and all encumbrances.



 


		(ii)	Any
                                         securities due the Consultant hereunder shall be duly issued, fully-paid and non –assessable.



 





Section
3. TERMINATION. Either party may terminate this Agreement at any time for any reason or on reason; however, such termination
shall not remove the Company’s nor the Consultant’s obligations that survive per the terms of the Agreement, including,
but not limited to, the Company’s obligation to pay Compensation already earned by the Consultant according to Schedule
A.





Section
4. CONFIDENTIAL INFORMANTION. The Consultant agrees that during and after the term of this Agreement, it shall keep in strictest
confidence, and shall not disclose or make accessible to any other person without the written consent of the Company, the Company’s
products, services and technology, both current and under development, promotion and marketing programs, lists, trades secrets
and other confidential and proprietary business information of the Company of or any of its clients and third parties including,
without limitation, Proprietary Information (as defined in Section 6) (all of the foregoing is referred to herein as the “Confidential
Information”). The Consultant agrees (a) not to use any such Confidential Information for himself or others; and (b)
not to take any such material or reproductions thereof from the Company’s facilities at any time except, in each case, as
required in connection with the Consultant’s duties hereunder. Notwithstanding the foregoing, the parties agree the Consultant
is free to use (a) information in the public domain not as a result of a breach of this Agreement, (b) information lawfully received
form a third party who had the right to disclose such information and (c) the Consultant’s own independent skill, knowledge,
know-how and experience to whatever extent and in whatever way it wishes, in each case consistent with his obligations as the
Consultant and that, at all times, the Consultant is free to conduct any research relating to the Company’s business.


 


Section
5. OWNERSHIP OF PROPRIETARY INFORMATION.  The Consultant agrees that all information that has been created, discovered of
developed by the Company, its subsidiaries, affiliates, licensors, licensees, successors or assigns (collectively, the “Affiliates”)
(including, without limitation, information relating to the development of the Company’s business created, discovered, developed
by the Company any of its affiliates during the term of this Agreement, and information relating to the Company’s customers,
suppliers, advisors, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company or
the Affiliates, shall be the sole property of the Company or the Affiliates, as applicable, and the Company or the Affiliates,
as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith, including, without
limitation, the right to make application for statutory protection. All the aforementioned information is hereinafter called “Proprietary
Information.” By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes,
discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas,
improvements, inventions, product concepts, techniques, marketing plans, merger and acquisition targets, strategies, forecasts,
blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part
applications, file wrapper continuation applications and divisional applications and information about the Company’s Affiliates,
its employees and/or advisors (including, without limitation, the compensation, job responsibility and job performance of such
employees and/or advisors). All original content, proprietary information, trademarks, copyrights, patents or other intellectual
property created by the Consultant that does not include any specific information relative to the patents or other intellectual
property created by the Consultant that does not include any specific information relative to the Company’s proprietary
information, shall be the sole and exclusive property of the Consultant.


 





Section
6. NOTICES. Any notice or other communication under this Agreement shall be in writing and shall be deemed to have been duly
given: (a) upon facsimile transmission (with written transmission confirmation report) at the number designated below; (b) when
delivered personally against receipt therefore; (c) one day after being sent by Federal Express or similar overnight delivery;
or (d) five (5) business days after being mailed registered or certified mail, postage prepaid.


 



    	 



    	 



    

 





Section
7. STATUS OF CONSULTANT. The Consultant shall be deemed to be an independent contractor and, except as expressly provided
or authorized in the Agreement, shall have no authority to act for on behalf of or represent the Company. This Agreement does
not create a partnership or joint venture.


 


Section
8. OTHER ACTIVITIES OF CONSULTANT. The Company recognizes that the Consultant now renders and may continue to render consulting
and other services to other companies that may or may not conduct business and activities similar to those of the Company. The
Consultant shall not be required to devote his full time and attention to the performance of his duties under this Agreement,
but shall devote only so much of his time and attention as it deems reasonable or necessary for such purposes.


 


Section
9. SUCCESSORS AND ASSIGNS. This Agreement and all of the provisions hereof shall be binding upon and inure to benefit of the
parties hereto and their respective successors and permitted assigns. This Agreement and any of the rights, interest or obligations
hereunder may be assigned by the Consultant without the prior written consent of the Company. This Agreement and any of the rights,
interests or obligations hereunder may not be assigned by the Company without the prior written consent of the Consultant, which
consent shall not be unreasonably withheld.


 


Section
10. SEVERABILITY OF PROVISIONS. If any provision of this Agreement shall be declared by a court of competent jurisdiction
to be invalid, illegal or incapable of being enforced in whole or in part, the remaining conditions and provisions or portions
thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable,
and no provision shall be deemed dependent upon any other covenant or provision unless so expressed herein.


 


Section
11. MODIFICATION. No amendment or modification of this Agreement shall be valid unless made in writing and signed by each
of the parties hereto.


 


Section
12. NON-WAIVER. The failure of any party to insist upon the strict performance of any of the term, conditions and provisions
of this Agreement shall not be construed as a waiver or relinquishment of future compliance therewith; and the said terms, conditions
and provisions shall remain in full force and effect. No waiver of any term or condition of the Agreement on the party of any
party shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party.


 


Section
13. REMEDIES FOR BREACH. The Consultant and The Company mutually agree that any breach of Sections 2, 4, and 5 of this Agreement
by the Consultant or the Company may cause irreparable damage to the other party and/or their affiliates, and that monetary damages
alone would not be adequate and, in the event of such breach or threat of breach, the damaged parry shall have, in addition to
any and all remedies at law and without the posting of a bond or other security, the right to an injunction, specific performance
or other equitable relief necessary to prevent or redress the violation of either party’s obligations under such Sections.
In the event that an actual proceeding is brought in equity to enforce such Sections, the offending party shall not urge as a
defense that there is an adequate remedy at law nor shall the damaged party be prevented from seeking any other remedies that
may be available to it. The defaulting party shall pay all attorneys’ fees and costs incurred by the other party in enforcing
this


Agreement.


 


Section
14. GOVERNING LAW. The parties hereto acknowledge that the transactions contemplated by this Agreement bear a reasonable relation
to the State of Nevada. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws
of the State of Nevada without regard to such state’s principles of conflicts of laws. The parties irrevocable and unconditionally
agree that the exclusive place of jurisdiction for any action, suit or proceeding (“Actions”) relating to this
Agreement shall be in the state and/or federal courts situate in the county of Clark and State of Nevada. Each party
irrevocable and unconditionally waives any objection it may have to the venue of any Action brought in such courts or to the convenience
of the forum. Final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment, a certified or true copy of which shall be conclusive evidence of the fact and the amount of any indebtedness or liability
of any party therein described. Service of the process in any Action by any party may be made by serving a copy of the summons
and complaint, in addition to any other relevant documents, by commercial overnight courier to any other party at their address
set forth in this Agreement.


 


Section
15. HEADINGS. The headings of the Sections are inserted for convenience of reference only and shall not affect any interpretation
of this Agreement.


 


Section
16. COUNTERPARTS. This Agreement may be executed in counterpart signatures, each of which shall be deemed an original, but
all of which, when taken together, shall constitute one and the same instrument, it being understood that both parties need not
sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create
a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force
and effect as if such facsimile signature page were an original thereof.


 



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





Myriad
Interactive Media, Inc.


 


 


By:
/s/ Derek Ivany


Derek
Ivany, President


 


 


Consultant


 


 


/s/
R. Nickolas Jones


R.
Nickolas Jones


 




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Schedule
A


 


The
Company shall issue Consultant 2,000,000 shares of common stock in the Company, to be registered via an S-8 registration statement,
in exchange for Consultant’s services.


 


 


 








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