EXHIBIT 10.1


CONSULTING AGREEMENT


 


This
CONSULTING AGREEMENT (the "Agreement")
is made as of this 12th day of August 2014, between Eventure Interactive, Inc. having its principal place of business
at 3420 Bristol Street, 6th Floor, Costa Mesa, CA 92626 (hereinafter referred to as the "Company"),
and Vinay Jatwani, an individual with an address of 1166 Dolphin Terrace, Corona Del Mar, CA 92625 (hereinafter referred to as
the "Consultant").


 


WHEREAS,
the Company desires to have the Consultant perform certain services as specified herein, and the Consultant is experienced in providing,
and is willing to perform, such services for the Company.


 


1.            Statement
of Work.


 


The
Company hereby engages the Consultant to perform, and the Consultant hereby agrees to perform, subject to the direction of the
Company, (i) the services set forth on Exhibit A hereto (the terms of which are incorporated
by reference herein) and (ii) such other services requested by the Company as are within the expertise of the Consultant (collectively,
the "Services").


 


The
Consultant agrees to:


 


(a)          comply
with all instructions and directions regarding the Services
received from the Company;


 


(b)          accept
assignments regarding the Services only from the Chief Executive Officer, President or Chief Financial Officer of the Company;
and


 


(c)          report
only to the President, Chief Executive Officer or Chief Financial Officer of the Company or their designees. The Consultant agrees
to perform the Services with the standard of care, skill and
diligence of an experienced consultant with experience in performing such types of Services.


 


2.            Relationship
Among the Parties.


 


The
Company and the Consultant expressly acknowledge and agree that the Consultant is an independent contractor to the Company, and
this Agreement does not create, and will not be deemed to create, a partnership, joint enterprise,
agency, employer-employee or master-servant
relationship between the parties. The Consultant agrees
that during the term of this Agreement the Consultant
shall not hold himself out as an employee of the Company. The Consultant acknowledges that
the Consultant is not entitled to workers compensation or any other benefit or insurance protection provided by the Company or
its affiliates to their employees. The Consultant will make all filings with local,
state and federal taxing authorities required of him and make all payments required by such taxing authorities, including income
tax and social security tax payments, required on the payments made to the Consultant by the Company hereunder.


 


	 	 	 	 
	 	Consultant	 	Company




 




    	 



    	 



    

 


The
Consultant acknowledges and agrees that he is not authorized to, shall not, and shall not represent or imply that he has authority
to, bind or obligate the Company in any way nor, without the express prior written authorization of the Chief Executive Officer,
Chief Financial Officer or President of the Company or their designees, negotiate the terms or conditions of any agreement on behalf
of the Company, whether relating to the Services or otherwise.


 


3.            Effective
Date and Term; Termination


 


This
Agreement shall be effective on August 12, 2014 and terminate on August 11, 2016 subject to extension upon mutual written agreement
of both parties. Notwithstanding the foregoing, the Company may terminate this Agreement at any time upon thirty days prior written
notice to Consultant. Upon any such termination, the Company’s obligations to make the bi-monthly payments required by Section
4(a) of this Agreement shall cease. Notwithstanding any termination of this Agreement, the provisions of Sections 2, 7, 8, 11,
12 and 13(j) shall survive and continue.


 


4.            Compensation
and Payment of Expenses.


 


(a)          The
Company shall pay the Consultant for Services performed in accordance herewith at a rate of $4,167 per month due on the first ($2,083.50)
and fifteenth ($2,083.50) of each month. Payments due for a partial month of service shall be prorated to reflect same.


 


(b)          The
Company shall issue to the Consultant, as soon as practicable following execution of this Agreement, for Services to be performed
in accordance herewith, stock options as set forth on Schedule A hereto.


 


(c)          The
Company will pay directly or promptly reimburse Consultant upon demand (after submission of invoices or other appropriate substantiation
for their payment), all reasonable out-of-pocket costs and expenses reasonably incurred in furtherance of his engagement hereunder;
provided, however, that any single expense item in excess of $100 is subject to prior written approval by the Company. The
obligation to pay and/or reimburse Consultant for his expenses as contemplated herein shall continue and shall survive termination
of Consultant’s engagement hereunder with respect to any and all expenses incurred prior to such termination.


 


5.            Representations,
Warranties and Covenants of the Consultant.


 


The
Consultant represents and warrants to, and covenants with, the Company, as follows:


 


(a)          the
Consultant has the capacity, power and authority to enter into this Agreement and has the ability, experience and skills necessary
to carry out his obligations under this Agreement;


 


(b)          the
Consultant shall comply with all securities laws and regulations applicable to the Company and the Consultant,
and all policies, rules
and requirements of any exchange or quotation system on which the shares of the Company trade;


 


	 	 	 	 
	 	Consultant	 	Company


 




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(c)          the
Consultant shall act at all times in the best interests of the Company and to perform the Services with the standard of care, skill
and diligence of an experienced consultant with experience in performing the Services;


 


(d)          the
Consultant will not distribute or disseminate any information concerning the Company in any form or medium,
unless such information and the form and context in which it is to be presented has either
(i) been provided to the Consultant by the Company expressly
for distribution or dissemination, or (ii) has been reviewed and approved in writing by the Company prior to its distribution or
dissemination by the Consultant;


 


(e)          the
Consultant will not engage in any transaction involving the offer or sale of securities of the Company,
and will not solicit or encourage any other party to engage in any transaction involving the
offer or sale of securities of the Company, at any time that the Consultant is in possession of material non-public information
concerning the Company; and


 


(f)          the
Consultant shall comply with all instructions and directions
regarding the Services received from the Company.


 


6.            Services
Not Exclusive.


 


The
Consultant shall devote such of his time and effort necessary
to the discharge of his duties hereunder. The Company acknowledges that the Consultant is engaged in other business activities,
and that he will continue such activities during the term of this Agreement. The Consultant shall not be restricted from engaging
in other business activities during the term of this Agreement.


 


7.            Confidentiality.


 


(a)          The
Consultant understands that the Company and/or its affiliates, from time to time, may impart to the Consultant confidential information,
whether such information is written, oral or graphic.


 


For purposes
of this Agreement, “Confidential Information” means information, which is used in the business of the Company or its
affiliates and (i) is proprietary to, about or created by the Company or its affiliates, (ii) gives the Company or its affiliates
some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental
to the interests of the Company or its affiliates, (iii) is designated as Confidential Information by the Company or its affiliates,
is known by the Consultant to be considered confidential by the Company or its affiliates, or from all the relevant circumstances
should reasonably be assumed by the Consultant to be confidential and proprietary to the Company or its affiliates, or (iv) is
not generally known by non-Company personnel. Such Confidential Information includes, without limitation, the following types of
information and other information of a similar nature (whether or not reduced to writing or designated as confidential):


 


(i)
Internal personnel and financial information of the Company or its affiliates, vendor information (including vendor characteristics,
services, prices, lists and agreements), purchasing and internal cost information, internal service and operational manuals, and
the manner and methods of conducting the business of the Company or its affiliates;


 





	 	 	 	 
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(ii)
Marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, bidding, quoting procedures,
marketing techniques, forecasts and forecast assumptions and volumes, and future plans and potential strategies (including, without
limitation, all information relating to any acquisition prospect and the identity of any key contact within the organization of
any acquisition prospect) of the Company or its affiliates which have been or are being discussed;


 


(iii)
Names of customers and their representatives, contracts (including their contents and parties), customer services, and the type,
quantity, specifications and content of products and services purchased, leased, licensed or received by customers of the Company
or its affiliates; and


 


(iv)
Confidential and proprietary information provided to the Company or its affiliates by any actual or potential customer, government
agency or other third party (including businesses, consultants and other entities and individuals).


 


The
Consultant hereby acknowledges the Company’s exclusive ownership of such Confidential Information.


 


(b)          The
Consultant agrees as follows: (1) only to use the Confidential Information to provide services to the Company and its affiliates;
(2) only to communicate the Confidential Information to third parties on a need-to-know basis; and (3) not to otherwise disclose
or use any Confidential Information, except as may be required by law or otherwise authorized by the Board. Upon demand by the
Company or upon termination of the Consulting Agreement, the Consultant will deliver to the Company all manuals, photographs, recordings
and any other instrument or device by which, through which or on which Confidential Information has been recorded and/or preserved,
which are in the Consultant’s possession, custody or control.


 


8.            Ownership
and Confidentiality of Data and Work Product.


 


(a)          The
Company, its employees, officers,
affiliates, agents, counsel, and
third parties shall make confidential information and other information, data
and documents available to the Consultant during the course of the Consultant
providing
the Services
to the
Company (collectively,
"Data").
The Consultant agrees to treat all Data as proprietary to the Company and to keep such Data
in strict confidence and to treat all Data as proprietary to the Company. The Consultant agrees that the Company shall have sole
ownership and title to, and all rights and interests in,
all documents, memoranda and other work products prepared,
procured, produced,
or worked on by the Consultant in the course of providing
Services to
the Company related
to the Data or to Gift Ya Now (collectively,
"Work
Product"). All
Data and Work Product shall be accorded treatment by the
Consultant as confidential and proprietary.


 


(b)          The
Consultant acknowledges and agrees that the Company, and
any other entity designated by the Company shall have the sole, exclusive
right to use the Work Product for any purpose that, in
its sole discretion, it elects.


 


	 	 	 	 
	 	Consultant	 	Company


 




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9.            Asset
Assignment.


 


In
consideration of this Agreement, Consultant hereby assigns to the Company all of the assets owned by the Consultant related to
Consultant’s business operations being conducted through the name Gift Ya Now including, but not limited to, software code
base, original design / creative elements, domain name and all strategic business relationships. The Company intends to incorporate
these assets into a separate business line which is intended to utilize the Gift Ya Now name. Consultant will work with the Company
to integrate and launch this business line. In connection with the foregoing, Consultant will execute any and all documents reasonably
requested by the Company to effect the assignment hereunder.


 


10.          Conflicts.


 


(a)          The
Consultant hereby
represents and warrants
that (i) no conflict of
interest shall arise
as a result of the Services to be provided hereunder
and (ii) this Agreement
and the Services to be provided
hereunder do not violate
any agreement between
Consultant and any third
party.


 


(b)          The
Consultant hereby covenants
that (i) it
shall not perform any services for itself or on behalf
of any third
party which
shall create a conflict
of interest with the
Services to be performed hereunder,
and (ii)
it shall
not enter into
any contract which
would be violated by the performance of
the Services provided,
or to be provided,
hereunder.


 


11.          Injunctive
Relief.


 


Each
party acknowledges that a breach or threatened breach of
any of the covenants or other agreements contained herein
would give rise to irreparable
injury to
the party relying
on such covenant or other agreement
which injury
would be inadequately compensable
in money damages. Accordingly, such party or where
appropriate, a client of such party, may seek and obtain
an injunctive relief from
the breach or threatened
breach of any provision,
requirement or covenant of this
Agreement,
in addition to and
not in
limitation of any other
legal remedies which may be available.


 


The
parties acknowledge and agree that the covenants contained
herein are necessary for the protection of the parties' respective legitimate business
interests and are reasonable in scope and content.


 


12.          Compliance
with Law; Indemnification.


 


(a)          The
Consultant shall comply with all securities laws and regulations applicable to the Consultant, and all policies, rules and requirements
of any exchange or quotation system on which the shares of the Company trade.


 


(b)          The
Consultant shall not provide any person or entity with investment advice, analysis or recommendations regarding the Company and/or
its securities.


 


	 	 	 	 
	 	Consultant	 	Company


 




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(c)          The
Consultant hereby covenants and agrees to indemnify the Company, its stockholders, directors,
officers, employees, affiliates, and agents and their respective successors and assigns and to hold them harmless from and against
any and all losses, claims, liabilities, obligations, fines,
penalties,
damages and expenses,
including reasonable
attorney's
fees incurred
by any of them resulting from or arising out of any action
by the Consultant which constitutes a violation of any law or regulation or as a result of any misrepresentation or other breach
of this Agreement made by the Consultant.


 


13.          Miscellaneous
Provisions.


 


(a)          Presumption.
This Agreement or any section thereof shall not be construed against any party due to the fact that said Agreement or any section
thereof was drafted by said party.


 


(b)          Computation
of Time. In computing any period of time pursuant to
this Agreement, the day of the act, event or default from
which the designated period of time begins to run shall be included, unless it is a Saturday, Sunday or a legal holiday, in which
event the period shall begin to run on the next day which
is not a Saturday, Sunday or legal holiday, in which event the period shall run until the end of the next day thereafter which
is not a Saturday, Sunday or legal holiday.


 


(c)          Titles
and Captions. All article, section and paragraph titles or captions contained in this Agreement are for convenience only and
shall not be deemed part of the context nor affect the interpretation of this Agreement.


 


(d)          Pronouns
and Plurals. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter,
singular or plural as the identity of the Person or Persons may require.


 


(e)          Further
Action. The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such
action as may be necessary or appropriate to achieve the
purpose of this Agreement.


 


(f)          Good
Faith, Cooperation and Due Diligence.
The parties hereto covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in
fact in the performance of all obligations of the parties
pursuant to this Agreement. All promises and covenants
are mutual and dependent.


 


(g)          If
any provision of this Agreement, or the application of such provision to any person or circumstance, becomes or is found to be
illegal, shall be held invalid, or unenforceable for any reason, such clause
provision must first be modified to the extent necessary
to make this Agreement legal and enforceable and then if necessary, second, severed from the remainder of the Agreement to allow
the remainder of the Agreement to remain in full force and effect.


 


(h)          Assignment.
This Agreement may not be assigned by either party hereto without the written consent of the
other, but shall be binding upon successors of the parties.


 


(i)          Notices.
All notices required or permitted to be given under this Agreement shall be given in writing and shall be delivered, either personally
or by express delivery service, to the party to be notified.
Notice to each party shall be deemed to have been duly given upon delivery,
personally or by courier (such as FedEx or similar express delivery service), at the address
set forth heretofore, or to such other offices or address as either party may designate, upon at least ten (10) days'
written notice, to the other party.


 


	 	 	 	 
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(j)          Governing
Law; Arbitration. The validity, performance,
construction and effect of this Agreement shall be governed by the laws of the State of California, applicable to agreements to
be wholly performed within the State of California. Any and all disputes, complaints, controversies,
claims and grievances arising under, out of, in connection with, or in any manner related to
this Agreement or the relation of the parties hereunder (other than disputes under the Confidentiality Agreement which shall be
resolved in accordance with the provisions thereof) shall be submitted to final and binding arbitration to be conducted by the
American Arbitration Association in Orange County, California, in accordance with its Commercial Arbitration Rules (including the
Expedited Procedures thereof). Arbitration proceedings hereunder may be commenced by written notice from either party hereto to
the other party. Such proceedings and evidence shall be
confidential. The arbitrator shall have the power and the authority to make such decisions
and awards as he shall deem appropriate, including granting damages and costs to the prevailing party (including fees of the arbitrator,
but excluding punitive, exemplary,
consequential or special
damages and attorneys'
fees),
and the
granting
or issuance of such mandatory directions, prohibitions, orders, restraints and other injunctions as he may deem necessary or advisable
directed to or against any of the parties, including a direction or order requiring specific performance of any covenant, agreement
or provision of this Agreement as a result of a breach
or threatened breach thereof. In arriving at his decision, the
arbitrator shall be free to consider all such matters, facts and principles,
including the comparative fault of the parties, as he in his sole discretion shall determine. To the extent that there is a prevailing
party in the arbitration, the losing party shall pay all costs of the arbitration; otherwise the costs of such arbitration shall
be borne equally by the parties, provided that in either case each party shall
bear the cost
of its own
attorneys'
fees and expenses.
Any decision and
award of the arbitrator shall be final, binding and conclusive upon both of the parties hereto
and said decision and award may be entered as a final judgment in any court of competent jurisdiction.
It is expressly agreed that arbitration as provided herein shall be the exclusive means for determination of all matters as above
provided and neither of the parties hereto shall institute any action or proceeding in any court of law or equity, state or federal,
other than respecting
enforcement
of the arbitrator's
award
hereunder.
The foregoing sentence shall be a bona fide defense in any action or proceeding instituted
contrary to this Agreement.


 


(k)          Entire
Agreement. This Agreement contains the entire understanding and agreement among the parties.
There are no other agreements, conditions or representations,
oral or written, express
or implied, with regard thereto. This Agreement may be
amended only in writing signed by all parties.


 


(l)          Waiver.
A delay or failure by any party to exercise a right under this Agreement, or
a partial or single exercise
of that right, shall not constitute a waiver of that or
any other right.


 


(m)        Counterparts.
This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same Agreement. In
the event that the document is signed by one party and faxed to another, the
parties agree that a fixed signature shall be binding upon the parties to this agreement as thought the signature was an original.


 


	 	 	 	 
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(n)         Successors.
The provisions of this Agreement shall be binding upon all parties, their
successors and assigns; provided that this Agreement may
not be assigned by either Company or Consultant without the express written consent of the other.


 


(o)         Counsel.
The parties expressly acknowledge that each has been advised to seek separate counsel for advice in
this matter and has been given a reasonable opportunity to do so.


 


(Remainder of Page
Intentionally Left Blank)


 


	 	 	 	 
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IN WITNESS
WHEREOF, the parties
hereto have executed and delivered this
Consulting


 


Agreement
to be effective as of
the day and year
provided herein.


 


	EVENTURE INTERACTIVE, INC.	 	CONSULTANT
	 	 	 
	By:	/s/ Gannon K. Giguiere	 	/s/ Vinay Jatwani
	Name:  Gannon K. Giguiere	 	Name:  Vinay Jatwani
	Title:  Chief Executive Officer	 	 


 


	 	 	 	 
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Schedule A


 


		1.	Engagement Period:  24 Months



 


		2.	Duties:



 


Consultant will work directly with the Company’s
executive team and will have responsibility for growing the Company through acquisitions, joint ventures, partnerships and divestments. 
He will identify, evaluate, develop, and implement acquisition, partnership, and alliance opportunities that support strategic
growth initiatives.


 


The Company anticipates, as a means to accelerate
growth, entering into multiple deals including acquisitions, joint ventures and partnerships across geographies and product lines.  The
Consultant will help manage all aspects of the Company’s M&A process.


 


He will lead and coordinate the development,
analysis and execution of proposed mergers, acquisitions, divestitures and/or other strategic relationships within this category
and provide strong linkage to the entire executive team on a deal-by-deal basis.


 


Specific responsibilities include:


 


		·	Assist in the development and understanding of business unit strategies



		·	Identify strategic investment or divestment opportunities and communicate recommendations to executive leadership as appropriate



		·	Lead transaction process, including coordination of sponsor business, functional diligence teams, and management of external
consultants and advisors, etc.



		·	Lead M&A transaction process including:



		o	Identify target opportunities



		o	Originate and qualify acquisition and partnering targets



		o	Conduct acquisition due diligence



		o	Negotiation and closing processes



		o	Manage the post-acquisition integration processes



		·	Build and maintain productive relationships with corporate and business unit executives, with target company management teams,
and professional networks that can assist in development initiatives



		·	Provide M&A training across organization



		·	Be considered a strategic thought leader, demonstrating strong business acumen, and be a change agent



		·	As necessary, provide support to critical non-M&A related projects



		·	Help the Company to maintain a strong bench of M&A and Business Development professionals, providing strong career advancement
opportunities



		·	Integration of Gift Ya Now into Company’s business



 


	 	 	 	 
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		3.	Cash Compensation:  $50,000 per year payable in equal bi-monthly amounts (twice a month)



 


		4.	Annual Bonus:  To be determined by achievement of Milestones set by the Board of Directors during each year of the
Engagement Period.



 


		5.	Stock Option Grant:  175,000 non-statutory options under the Company’s 2012 Equity Incentive Plan to purchase
175,000 shares of the Company’s common stock at $1.00 per share with an immediate vest and an option life of 10 years.



 


	 	 	 	 
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