Exhibit 10.2


 


VENDOR
AGREEMENT


 


This
vendor agreement is dated 1st of July, 2017, and is between TEMPUS APPLIED SOLUTIONS HOLDINGS, INC. (“Company”),
and SANTIAGO BUSINESS CO., INTERNATIONAL LTD., a limited company registered in British Virgin Islands (“Vendor”).
This Agreement will supersede any previous Agreements.


 


Company
has a need for a Chief Financial Officer (CFO) and the vendor hereby agrees to provide the Company with the services of Mr. Johan
Aksel Bergendorff, to conduct the required services of a CFO (“Services”).


 


The
parties therefore agree as follows.


 


	1.	SERVICES
                                         and PAYMENT



 


	1.1	Services.
                                         The services contemplated in this agreement are as specified in the preamble. At all
                                         times, services will be rendered with the supervision of Scott Terry, CEO.



 


	1.1	Fee.
                                         In consideration of performing the Services, Vendor will be paid a monthly rate of $12,500
                                         (twelve thousands and five hundred dollars and No Cents).



 


	1.2	Expenses.



 


1.2.1      If
Johan Aksel Bergendorff is required to travel to provide services in connection with this agreement, the Company reimburse for
reasonable costs related to hotel, transportation, meals and vehicle rental.





 


1.2.2      Vendor
will provide all receipts and documentation to support these expenditures.





 


1.2.3      Vendor’s reimbursement will be limited by the terms of any applicable contract or other authority. Company will communicate
any reimbursement limitations to the Vendor.


 


	1.3	Invoices.
                                         Following the conclusion of each month that Vendor provides services in connection with
                                         this agreement, Vendor will remit an itemized invoice to the Company, including all applicable
                                         receipts. The Company will pay Vendor within thirty (30) days of the receipt of an undisputed
                                         invoice.



 


	2.	TERM
                                         and TERMINATION



 


	2.1	Term.
                                         The term of this agreement is for one (1) year unless earlier terminated or extended
                                         by the parties to this agreement. Extension of this agreement must meet the requirements
                                         of Section 7.8 below. The Services will commence as per Company’s 8-k filing, June
                                         11, 2017. The Vendor will invoice for the services starting July 1, 2017.



 


	2.2	Termination
                                         for Convenience. The Company may terminate this agreement upon five (5) days written
                                         notice to Vendor.



 


	2.3	Liability
                                         Upon Termination. Following termination of this agreement, Company’s liability
                                         to Vendor will be limited to payment for services rendered prior to termination.



 






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	3	CONFIDENTIALITY



 


While
this agreement is in effect, Vendor might have access to or be exposed to information or material that is confidential, proprietary
or has commercial value or other utility to the Company or its competitors. Voluntary access to this information must be authorized
by Vendor’s supervisor, as detailed in Section 1.1 above. Vendor agrees to protect and preserve the strict confidentiality
of any such information disclosed by the Company, whether voluntary or involuntary pursuant to Exhibit A, Non-Employee Confidentiality
Agreement.


 


	4	INDEMNITY



 


Subject
to the provisions of this Agreement, Vendor agrees to defend, indemnify and hold harmless Customer and their respective directors,
officers, agents, contractors, subcontractors, invitees and employees from and against any and all liabilities, claims, actions,
damages, suits, fines, penalties or judgments for injury or death to persons and damage or destruction to property, including
any environmental claim or impairment and property damage and/or injuries to third persons (collectively, “Damages”),
arising out of the sole negligence or willful misconduct of Vendor pursuant to its performance of the Services or any other goods,
materials, Ancillary Services, or equipment provided under this agreement. The termination of this agreement shall not affect
any rights or obligations which shall have accrued prior to the effective date of such termination. The foregoing indemnity shall
survive the termination of this Agreement for a period of one (1) year.


 


	5	RELATIONSHIP
                                         OF THE PARTIES



 


This
agreement is not intended to constitute, create, give effect to or otherwise recognize a joint venture, offer of employment, partnership
or formal business entity of any kind, and the rights and obligations of the parties shall be limited to those expressly set forth
herein. Vendor is an independent contractor and is solely responsible for any and all federal, state and local taxes.


 


	6	NOTICE



 


Any
notice required by this agreement shall be provided in writing and shall be delivered (i) by hand, (ii) by certified mail, postage
prepaid, return receipt requested, (iii) by electronic mail, or (iv) overnight by a nationally recognized express transportation
company, addressed as follows:


  


	 	Company:	Legal Department
			471
McLaws Circle

Williamsburg,
VA 23185

legal@tempus-as.com










 


	 	Vendor:	Santiago Business Co. International Limited
	 	 	18
Athol Street


Douglas,
Isle of Man


IM1
1JA










 


Notice
is effective upon delivery. Either party may change its address by providing notice to the other party.


 






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	7	MISCELLANEOUS



 


	7.1	Assignment.
                                         By means of a written agreement satisfactory to the other party, each party shall require
                                         any successor to all or substantially all of its assets to assume that party’s
                                         obligations under this agreement and agree to perform them in the same manner and to
                                         the same extent that such party would have been required to if that succession had not
                                         taken place.



 


	7.2	Authority.
                                         Each person signing this agreement represents that he or she is duly authorized and has
                                         legal capacity to execute and deliver this agreement. Each party represents to the other
                                         that the execution and delivery of this agreement and the performance of such party’s
                                         obligations hereunder have been duly authorized and that the agreement is a valid and
                                         legal agreement binding on such party and enforceable in accordance with its terms.



 


	7.3	Choice
                                         of Law. The laws of the Commonwealth of Virginia, without giving effect to the principles
                                         of conflict of laws, govern all matters arising under this agreement, including all tort
                                         claims.



 


	7.4	Counterparts.
                                         The parties may sign this agreement in several counterparts, each of which will be deemed
                                         an original but all of which together will constitute one instrument.



 


	7.5	Entire
                                         Agreement. This agreement constitutes the entire agreement of the parties and supersedes
                                         all prior communications, understandings and agreements relating to the subject matter
                                         hereof, whether oral or written.



 


	7.6	Headings.
                                         The headings used herein are for convenience only and do not define, limit or describe
                                         the scope of this agreement or the intent of the provisions herein.



 


	7.7	Legal
                                         Costs. In any litigation, arbitration or other proceeding by which one party either
                                         seeks to enforce its rights under this agreement, whether in contract or tort, or seeks
                                         a declaration of any rights or obligations under this agreement, the prevailing party
                                         shall be awarded its reasonable legal costs incurred.



 


	7.8	Modification.
                                         This agreement may be amended, modified or supplemented only by the mutual agreement
                                         of the parties. No amendment, modification or supplement shall be binding unless in writing
                                         and signed by an authorized representative of each party.



 


	7.9	Remedies.
                                         The rights and remedies with respect to any term or condition of this agreement shall
                                         be cumulative and not exclusive, and shall be in addition to all other rights and remedies
                                         under applicable law.



 


	7.10	Severability.
                                         If any provision of this agreement is unenforceable to any extent, the remainder of this
                                         agreement, or application of that provision to any person or circumstance other than
                                         those to which it is held unenforceable, will not be affected by that unenforceability
                                         and will be enforceable to the fullest extent permitted by law.



 


	7.11	Waiver.
                                         Waiver of any provision herein shall not be deemed a waiver of any other provision herein,
                                         nor shall waiver of any breach of this agreement be construed as a continuing waiver
                                         of other breaches of the same or other provisions of this agreement.



 


	7.12	Waiver
                                         of Jury Trial. Each party, to the extent permitted by law, knowingly, voluntarily
                                         and intentionally waives its right to a trial by jury in any action or other legal proceeding
                                         arising out of or relating to this agreement and the transactions contemplated herein.
                                         This waiver applies to any action or legal proceeding, whether sounding in contract,
                                         tort or otherwise.



 






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The
parties are signing this vendor agreement on the date stated in the introductory clause.


 





	 	TEMPUS APPLIED SOLUTIONS, LLC
	 	 
	 	 
	 	Scott Terry,
	 	CEO 
	 	 
	 	Santiago Business Co., International Ltd. 
	 	 
	 	 
	 	Director










 






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EXHIBIT
A


 


NON-EMPLOYEE
CONFIDENTIALITY AGREEMENT


 


FOR
GOOD CONSIDERATION, and in consideration as an individual vendor, a non-employee, and continued use by Tempus Applied Solutions
Holdings Inc. (“Tempus”), I, the undersigned an individual contractor and non-employee, herby agree to the terms of
this Agreement.


 


As
a non-employee of Tempus Applied Solutions Holdings, Inc. I may have access to confidential and/o proprietary information. As
a condition to being granted such access, I agree to the following:


 


I
understand that in the course of my working relationship with Tempus I share the responsibility of maintaining the confidentiality
of any information that I may have available to me. I understand that it is my responsibility to follow Tempus policies and procedures
as they relate to the assurance of the confidentiality of information both written and verbal.


 


Computer
Systems: I understand that I may receive a unique User-Id and a personal password necessary for me to gain access to Tempus computerized
system. I understand and agree that both the User-id and my Password are for my own personal use and are not to be disclosed to
or used by third parties. If at any time, I feel that the confidentiality of my User-id or password has been compromised, I will
contact appropriate management (Tempus employee that approved your access) for direction within 24 hours.


 


Conduct
and Confidentiality: I understand that I must maintain the confidentiality of any written or verbal: terms of contracts, suppliers,
vendors, customers, Information received by Tempus from third persons to whom it owes a duty of confidence, or employee information
that I have access to or view as a result of my working relationship with Tempus, unless already exist in the public domain prior
to this agreement. I acknowledge that all Confidential Information constitutes a proprietary right which Tempus and its affiliated
organizations are entitled to protect. I understand that the release of information of any kind is only allowed by Tempus policy
guidelines. If I am uncertain or do not understand the Tempus policy guidelines, I will contact the appropriate Tempus manager
for assistance and direction within 24 hours. I agree to only release information under Tempus guidelines or as required by law.


 


I
acknowledge that all information involving terms of contracts, flight and other operations, records and employee information is
private and confidential. I agree that I shall access only that data necessary for the proper performance of my job responsibilities
under my business relationship with Tempus. I further agree to keep confidential any and all information that I access, receive
or transcribe, and not to disclose any such information to third parties. I am aware, that, unless specifically identified as
part of my job by Tempus, I am not authorized to discuss any information concerning data. I am responsible for ensuring that discussions
regarding information involving contracts, flight and other operations, records and employee information is held in appropriate
locations with only authorized individuals.


 


Non-solicitation:
I agree for a period of twelve (12) months after leaving Tempus, for any reason whatsoever, from the date of termination of
my employment with Tempus not to directly or indirectly solicit competitive business from any client or customer of the
organization (including any potential client of Tempus) that was contacted, solicited, or served by me or about which I
received confidential information while I was employed by Tempus. I agree not to directly or indirectly recruit, solicit, or
otherwise induce or attempt to induce any employee of Tempus to terminate his or her employment with the Company or otherwise
to act contrary to the interests of Tempus.


 


Severability:
In the event that any provision of this Agreement or part thereof shall be deemed void, invalid, illegal or unenforceable in whole
or in part, the remaining provisions or parts shall remain in full force and effect.


 


Any
unauthorized disclosure on my part or my representatives will be a very serious offense to Tempus. Such unauthorized disclosure
may result in Tempus repossession of all of my or my representative’s access to information, Tempus may also act up to and
including termination of my business relationship with Tempus and asserting its full rights under the law.


 


WHEREFORE,
the parties acknowledge that they have read and understand this Agreement and voluntarily accept the duties and obligations set
forth herein.





 


 


 


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