Exhibit
10.53


 





 


INDEPENDENT
CONSULTANT AGREEMENT


 


This
Independent Consultant Agreement (this “Agreement”) is dated as of the 15th day of August 2019 (the “Effective
Date”).


 


BETWEEN:


 


Verb
Technology Company, Inc, a publicly traded corporation [NASDAQ: VERB] duly incorporated under the laws of the State of Nevada
and having an address at 2210 Newport Blvd., Ste. 200, Newport Beach, CA 92663 (Email: Rory@verb.tech)


 


(the
“Company”)


 


AND:


 


Adam
Wolfson, together with all partners, associates, agents and permitted assigns, having an address at c/o Wolfson Insurance
Brokerage, Inc., 9 East 37th Street (4th Floor), New York, NY 10016


 


(email:
awoflson@globalcoverage.com)


 


(collectively,
the “Consultant”


 


WHEREAS:


 


A.
The Company is engaged in the business of providing an enterprise scale interactive video platform for, among other things, corporate
communications, customer relationship management, sales/lead generation, content creation and distribution, artist promotion,
fan and consumer engagement, and talent discovery;


 


B.
The Consultant has considerable expertise in identifying, analyzing, and valuing business opportunities, financial and otherwise,
that could help accelerate the growth of the Company; and


 


C.
The Company wishes to obtain, and the Consultant wishes to provide, certain services to the Company on the terms and conditions
set out in this Agreement;


 


NOW
THEREFORE IN CONSIDERATION of the mutual promises contained in this Agreement, the Company and the Consultant (each, a “Party”
and, together, the “Parties”) agree as follows:


 


	1.	SERVICES
    TO BE PROVIDE


 


	 	1.1	Commencing
    on the Effective Date (the “Effective Date”), the Consultant will utilize his experience, resources and
    relationships to identify business opportunities for the Company as described with greater specificity on the annexed “Exhibit
    A”, (the “Services”).


 




    	 	 	 



    	 	-2-	 



    




 


	 	1.2	The
    Consultant will report to the CEO (the “CEO”) and will keep the GM informed of all matters concerning the
    Services as requested by the Company from time to time.
	 	 	 
	 	1.3	The
    Consultant will perform the Services to the level of competence and skill one would reasonably expect from someone with skills
    and experience similar to that as represented by the Consultant.
	 	 	 
	 	1.4	The
    Consultant will not have any right or authority, express or implied, to commit or otherwise obligate the Company in any manner
    whatsoever, except to the extent specifically provided herein or specifically authorized in writing by the Company.
	 	 	 
	 	1.5	The
    Consultant will faithfully, honestly, and diligently serve the Company, use the Consultant’s best efforts to promote
    the best interests of the Company and co-operate with the Company, and utilize maximum professional skill and care to ensure
    that all services rendered hereunder, including the Services, are rendered to the satisfaction of the Company.
	 	 	 
	 	1.6	The
    Consultant will comply with all applicable rules, laws, regulations, and policies of any kind whatsoever having application
    to the carrying out and performance of the Consultant’s obligations under this Agreement, specifically including all
    rules and regulations applicable to an SEC reporting company.


 


	2.	REMUNERATION
    AND EXPENSES


 


	 	2.1	The
    Company will pay the Consultant consulting fees (the “Consulting Fees”) in accordance with the annexed
    “Exhibit B”.
	 	 	 
	 	2.2	During
    the term of this Agreement, the Consultant shall be solely responsible for all of his out-of-pocket expenses incurred in connection
    with the performance of the Services hereunder.
	 	 	 
	 	2.3	The
    Consultant hereby holds the Company harmless from any and all claims made by third-parties for compensation of any kind related
    to a business opportunity for which Consultant was paid Consulting Fees by the Company.
	 	 	 
	 	2.4	The
    Consultant represents that he is acting at all times in the capacity of an independent contractor and NOT an employee and
    accordingly statutory deductions will not be made from the Consulting Fees.


 


	3.	TERM
    AND TERMINATION


 


	 	3.1	This
    Agreement will commence on the Effective Date and will continue for 1 year (the “Initial Term”), unless
    terminated in accordance with Section 3.3 or renewed in accordance with Section 3.2.


 




    	 	 	 



    	 	-3-	 



    




 


	 	3.2	Notwithstanding
    Section 3.1, this Agreement may be renewed for a subsequent term, the quantum and terms of which are to be mutually determined
    by the Parties, upon the Company providing written notice to the Consultant by no later than 10 days prior to the last day
    of the Initial Term of its intention to renew this Agreement. In the event the Company does not provide such notice, this
    Agreement will expire on the last day of the Initial Term.
	 	 	 
	 	3.3	Notwithstanding
    Section 3.1, this Agreement may be terminated at any time by:


 


	 	(a)	Either
    Party giving at least 10 days’ advance notice in writing to the other Party;
	 	 	 
	 	(b)	the
    Company without notice in the event the Consultant: (i) breaches any term of this Agreement, (ii) neglects the Services or
    any other duty to be performed by the Consultant under this Agreement, (iii) engages in any conduct which is dishonest, or
    damages the reputation or standing of the Company, (iv) is convicted of any criminal act, (v) engages in any act of moral
    turpitude, (vi) files a voluntary petition in bankruptcy, or (vii) is adjudicated as bankrupt or insolvent; all as determined
    in the sole good faith discretion of the Company.


 


	 	3.4	Upon
    termination of this Agreement for any reason, the Consultant shall upon receipt of all sums due and owing through the date
    of termination promptly deliver the following in accordance with the directions of the Company:


 


	 	(a)	all
    documents pertaining to the Company or this Agreement, including but not limited to all books of account, correspondence and
    contracts; and
	 	 	 
	 	(b)	all
    equipment and any other property belonging to the Company.


 


	 	3.5	In
    the event the Company is acquired, or is the non-surviving party in a merger, or sells all of or substantially all of its
    assets, this Agreement shall be automatically terminated.


 


	4.	CONFIDENTIALITY,
    NON-SOLICITATION, AND OWNERSHIP OF PROPERTY


 


	 	4.1	In
    connection with the implementation of this Agreement, the Parties and/or their affiliates will furnish to one another certain
    information that is either non-public, confidential or proprietary in nature (the “Confidential Information”).
    Pursuant to the U.S. Securities and Exchange Commission’s Regulation FD, the Company is permitted to disclose to
    you as Recipient on a confidential basis, the Confidential Information so long as you agree to be bound by this Agreement.
	 	 	 
	 	4.2	The
    Consultant acknowledges that, by reason of this contract for Services, the Consultant will have access to Confidential Information,
    as hereinafter defined, of the Company, that the Company has spent time, effort and money to develop and acquire.


 




    	 	 	 



    	 	-4-	 



    




 


The
term “Confidential Information” as used in this Agreement means information, whether or not originated by the
Consultant, that relates to the business or affairs of the Company, its affiliates, clients or suppliers and is confidential or
proprietary to, about or created by the Company, its affiliates, clients, or suppliers. Confidential Information includes, but
is not limited to, the following types of confidential information and other proprietary information of a similar nature (whether
or not reduced to writing or designated or marked as confidential):


 


	 	(a)	information
    relating to strategies, research, communications, business plans, and financial data of the Company and any information of
    the Company which is not readily publicly available;
	 	 	 
	 	(b)	work
    product resulting from or related to work or projects performed for or to be performed for the Company or its affiliates,
    including but not limited to, the methods, processes, procedures, analysis, techniques and audits used in connection therewith;
	 	 	 
	 	(c)	any
    intellectual property contributed to the Company, and any other technical and business information of the Company, its subsidiaries
    and affiliates which is of a confidential, trade secret and/or proprietary character;
	 	 	 
	 	(d)	internal
    Company personnel and financial information, supplier names and other supplier information, purchasing and internal cost information,
    internal services and operational manuals, and the manner and method of conducting the Company’s business;
	 	 	 
	 	(e)	marketing
    and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing
    techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, current and prospective client
    lists, and future plans and potential strategies of the Company that have been or are being discussed; and
	 	 	 
	 	(f)	all
    information that becomes known to the Consultant as a result of this Agreement or the services performed hereunder that the
    Consultant, acting reasonably, believes is confidential information or that the Company takes measures to protect;


 


provided,
however, that Confidential Information does not include any of the following:


 


	 	(g)	the
    general skills and experience gained by the Consultant during the term of this Agreement that the Consultant could reasonably
    have been expected to acquire in similar retainers or engagements with other companies;
	 	 	 
	 	(h)	information
    publicly known without breach of this Agreement or similar agreements; or


 




    	 	 	 



    	 	-5-	 



    




 


	 	(i)	information,
    the disclosure of which by the Consultant is required to be made by any law, regulation or governmental authority or legal
    process of discovery (to the extent of the requirement), provided that before disclosure is made, notice of the requirement
    is provided to the Company, and to the extent reasonably possible in the circumstances, the Company is afforded an opportunity
    to dispute the requirement.


 


	 	4.3	The
    Consultant acknowledges that the Confidential Information is a valuable and unique asset of the Company and that the Confidential
    Information is and will remain the exclusive property of the Company. The Consultant agrees to maintain securely and hold
    in strict confidence all Confidential Information received, acquired or developed by the Consultant or disclosed to the Consultant
    as a result of or in connection with the Services. The Consultant agrees that, both during and after the termination of this
    Agreement, the Consultant will not, directly or indirectly, divulge, communicate, use, copy or disclose or permit others to
    use, copy or disclose, any Confidential Information to any person, except as such disclosure or use is required to perform
    its duties hereunder or as may be consented to by prior written authorization of the Board.
	 	 	 
	 	4.4	The
    obligation of confidentiality imposed by this Agreement shall not apply to information that appears in issued patents or printed
    publications, that otherwise becomes generally known in the industry through no act of the Consultant in breach of this Agreement,
    or that is required to be disclosed by court order or applicable law.
	 	 	 
	 	4.5	The
    Consultant understands that the Company has from time to time in its possession information belonging to third Parties or
    which is claimed by third Parties to be confidential or proprietary and which the Company has agreed to keep confidential.
    The Consultant agrees that all such information shall be Confidential Information for the purposes of this Agreement.
	 	 	 
	 	4.6	The
    Consultant represents and warrants that the Consultant has not used and will not use, while performing the Services, any materials
    or documents of another company which the Consultant is under a duty not to disclose. The Consultant understands that, while
    performing the Services, the Consultant shall not breach any obligation or confidence or duty the Consultant may have to any
    current or former client or employer. The Consultant represents and warrants that it will not, to the best of its knowledge
    and belief, use or cause to be incorporated in any of the Consultant’s work product, any data software, information,
    designs, techniques or know-how which the Consultant or the Company does not have the right to use.
	 	 	 
	 	4.7	The
    Recipient hereby acknowledges that the Recipient is aware, and further agrees that the Recipient will advise the Permitted
    Persons, that United States and Canadian securities laws prohibit any person who has material, non-public information about
    a company from purchasing or selling securities of such a company or from communicating such information to any other person
    under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities until
    such information either becomes immaterial or public.


 




    	 	 	 



    	 	-6-	 



    







 





	 	4.8	(a) The term “Developments” as used in this Agreement means all discoveries, inventions, designs, works of authorship, improvements and ideas (whether or not patentable or copyrightable) and legally recognized proprietary rights (including, but not limited to, patents, copyrights, trademarks, topographies, know-how and trade secrets), and all records and copies of records relating to the foregoing, that:















 


	 	1.	result
    or derive from the Consultant’s Services or from the Consultant’s knowledge or use of Confidential Information;
    or
	 	 	 
	 	2.	are
    conceived or made by the Consultant (individually or in collaboration with others) during the term of the Consultant’s
    Services; and


 


	 	i.	result
    from or derive from the use or application of the resources of the Company or its affiliates; or
	 	 	 
	 	ii.	relate
    to the business operations of the Company or to actual or demonstrably anticipated research and development by the Company
    or its affiliates.


 


(b)
All Developments shall be the exclusive property of the Company and the Company shall have sole discretion to deal with Developments.
The Consultant agrees that no intellectual property rights in the Developments are or shall be retained by him. For greater certainty,
all work done during the term of this engagement by the Consultant for the Company or its affiliates is the sole property of the
Company or its affiliates, as the case may be, as the first author for copyright purposes and in respect of which all copyright
shall vest in the Company or the relevant affiliate, as the case may be. In consideration of the benefits to be received by the
Consultant under the terms of this Agreement, the Consultant hereby irrevocably sells, assigns and transfers and agrees in the
future to sell, assign and transfer all right, title and interest in and to the Developments and intellectual property rights
therein including, without limitation, all patents, copyright, industrial design, circuit topography and trademarks, and any goodwill
associated therewith in Canada, the United States and worldwide to the Company and the Consultant shall hold all the benefits
of the rights, title and interest mentioned above in trust for the Company prior to the assignment to the Company, save and except
for any moral rights which the Consultant shall waive.


 


	 	(c)	The
    Consultant shall do all further things that may be reasonably necessary or desirable in order to give full effect to the foregoing.
    If the Consultant’s cooperation is required in order for the Company to obtain or enforce legal protection of the Developments
    following the termination of the Consultant’s Services, the Consultant shall provide that cooperation so long as the
    Company pays to the Consultant reasonable compensation for the Consultant’s time at a rate to be agreed between the
    Consultant and the Company.


 




    	 	 	 



    	 	-7-	 



    




 


	 	4.9	The
    Consultant acknowledges that the restrictions contained in this Section 4 are, in view of the nature of the business of the
    Company, reasonable and necessary to protect the legitimate interests of the Company, that the Company would not have entered
    into this Agreement in the absence of such restrictions and that any violation of any provision of those Sections could result
    in irreparable injury to the Company. The Consultant agrees that, in the event it violates any of the restrictions referred
    to in this Section 4, the Company shall be entitled to such injunctive relief or other remedies at law or in equity which
    the Court deems fit.


 


	5.	INDEPENDENT
    CONTRACTOR RELATIONSHIP


 


	 	5.1	It
    is expressly agreed that the Consultant is acting as an independent contractor in performing the Services under this Agreement.
	 	 	 
	 	5.2	The
    Company upon the Consultant’s request will provide the Consultant a Company email address. If Consultant requests an
    email address, the Consultant must include the title “Independent Sales Representative” in the signature line.
	 	 	 
	 	5.3	The
    Consultant is not precluded from acting in any other capacity for any other person, firm or Company provided that it does
    not conflict with or materially interfere with the Consultant’s duties to the Company as set out in this Agreement.
	 	 	 
	 	5.4	The
    Company will not pay any contribution to any pension plan, employment insurance or withholding taxes, nor provide any other
    contributions or benefits, which might be expected in an employer-employee relationship on behalf of the Consultant.
	 	 	 
	 	5.5	The
    Consultant represents and warrants that the Consultant has the right to provide the Services required under this Agreement
    without violation of obligations to others and that all advice, information, and documents given by the Consultant to the
    Company under this Agreement may be used fully and freely by the Company, unless otherwise so designated orally or in writing
    by the Consultant at the time of communication of such information (e.g. information shared with the Consultant in a confidential
    manner or on a non-attribution basis).


 


	6.	GENERAL


 


	 	6.1	This
    Agreement contains the entire Agreement and obligation between the Parties with respect to its subject matter. No amendment
    to this Agreement will be valid or effective unless in writing and signed by both Parties.
	 	 	 
	 	6.2	The
    Consultant agrees to indemnify the Company from all losses, claims, actions, damages, assessments or demands (including reasonable
    legal fees and expenses) which result from willful or grossly negligent acts or omissions of the Consultant in providing the
    Services.
	 	 	 
	 	6.3	The
    Consultant agrees to indemnify and hold the Company harmless from claims by any other party for commissions, finder’s
    fees, or any other form of compensation related to the Services provided and to be provided by Consultant as set forth herein


 




    	 	 	 



    	 	-8-	 



    

 





	 	6.4	Any
    notice, request, demand or other communication hereunder shall be in writing and shall be deemed to have been duly given if
    delivered by hand, registered mail or email transmission to the applicable address or email address of the receiving Party
    set forth on the first page of this Agreement, and any notice, request, demand or other communication so delivered or sent
    shall be deemed to have been duly given on the next succeeding business day (meaning any day other than a day which is a Saturday,
    a Sunday or any day on which banks in the State of California are not generally open for business) following the day on which
    it was so delivered or sent.
	 	 	 
	 	6.5	If
    any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws by any court
    of competent jurisdiction, such illegality, invalidity or unenforceability shall not affect the legality, enforceability or
    validity of any other provisions or of the same provision as applied to any other fact or circumstance and such illegal, unenforceable
    or invalid provision shall be modified to the minimum extent necessary to make such provision legal, valid or enforceable,
    as the case may be.
	 	 	 
	 	6.6	This
    Agreement cannot be amended or otherwise modified without the unanimous prior written consent of the Parties hereto.
	 	 	 
	 	6.7	Time
    shall be of the essence for all things arising under this Agreement.
	 	 	 
	 	6.8	The
    Consultant may not sell, assign or transfer any rights or interests created under this Agreement or delegate any of the Consultant’s
    duties without the prior written consent of the Company.
	 	 	 
	 	6.9	The
    headings in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation
    of this Agreement. Wherever the singular or masculine or neuter is used in this Agreement, the same shall be construed as
    meaning the plural or feminine or a body politic or corporate and vice versa where the context so requires.
	 	 	 
	 	6.10	This
    Agreement will be governed by and construed in accordance with the laws of the State of California and federal laws applicable
    therein, and each Party submits to the jurisdiction of courts of competent jurisdiction in the State of California.
	 	 	 
	 	6.11	This
    Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which
    taken together shall be deemed to constitute one and the same instrument. Counterparts may be executed either in original
    or electronic form and the Parties agree that any signature delivered by electronic transmission will be deemed to be the
    original signature of the delivering Party.
	 	 	 
	 	6.12	The
    Parties have each had an opportunity to obtain independent legal advice with respect to this Agreement and they sign same
    voluntarily and of their own free will.


 




    	 	 	 



    	 	-9-	 



    




 


IN
WITNESS WHEREOF, the Parties have signed this Agreement as of the day and year first written above.


 


	Verb
    Technology Company, INC.	 
	 	 	 
	By:	/s/
    Rory Cutaia	 
	 	Rory
    Cutaia, CEO	 


 


	AGREED
    TO AND ACCEPTED	 
	 	 
	/s/
    Adam Wolfson	 
	Adam
    Wolfson	 


 




    	 	 	 



    	 	-10-	 



    

 


EXHIBIT
A


 


THE
SERVICES


 


	1.	SERVICES.


 


The
Consultant shall assist the Company in the performance and execution of its business initiatives, including, among other things:


 


	(a)	providing
    advice and counsel in connection with the Company’s growth strategies, including, but not limited to, identifying merger
    and acquisition targets.


 


REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


 




    	 	 	 



    	 	-11-	 



    

 


EXHIBIT
B


 


COMPENSATION


 


As
full compensation for the Services rendered under this Agreement, the Company shall pay the Consultant in accordance with the
following terms:


 


For
Consulting Services Rendered:


 


Upon
execution hereof, the Company shall pay Consultant for the Services rendered


 


hereunder
100,000 restricted shares of common stock.


 


In
addition, the Company shall grant Consultant an option to purchase 100,000 shares of the Company’s restricted common shares
at an exercise price of $1.85 per share. The foregoing option shall be pursuant to and in accordance with the terms and conditions
of the Company’s standard option agreement, a copy of which is attached hereto.


 


REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK