CORPORATE
CONSULTING
AGREEMENT


 


 


This
Agreement
(“Agreement”)
dated October
7, 2013
is by
and between
Mass Roots
Inc. (the
“Company”)
and Douglas
Leighton
(the “Consultant”),
a Massachusetts
resident.


 


 


 


WHEREAS,
Consultant
has unique
experience
regarding
consulting


 


WHEREAS,
the Company
has offered
to engage
Consultant
to render
services
to the
Company on the
terms
and conditions
hereinafter
set forth;


 


WHEREAS,
Consultant
desires
to accept
such engagement
upon such
terms
and conditions
hereinafter
set forth.


 


 


NOWTHEREFORE
in consideration
of the
foregoing,
the parties
agree
as follows:


 


 


Section
1.COMPENSATION


 


In consideration
for the
availability
of Consultant
during
the term
hereunder
and the
services
rendered
pursuant
to this
Agreement,
the Company
shall
pay 2.94
shares
of Series
A Preferred
Shares to
the
Consultant.
Any expenses
of the
Consultant
will
be reimbursed
with
prior
approval
from the
Company.


 


Section
3.  RELATIONSHIP
OF PARTIES


 


This
Agreement
shall
not constitute
an employer-employee
relationship.
It is
the intention
of each party
that
Consultant
shall
be an independent
contractor
and not an
employee
of the Company.
 The
Company
shall not
withhold
any amounts
therefrom
as U.S.
federal
or state
income
tax withholding,
or as employee
contribution
to Social
Security
or any other
employer
withholding
applicable
under state
or federal
law.


 


Section
4.TERM


 


The
term of
this
Agreement
shall
be twelve
(12)
months
commencing
on the
date
in the preamble
date
and year
first
above written,
and will
automatically
renew unless
canceled
Thirty
(30) days
prior
to the
end of
the term
of this
agreement,
if not
terminated
by either
party.


 


Section
5.TERMINATION


 


This
Agreement
may be
terminated
by either
party with
or without
cause
with
thirty
(30) calendar
days prior
written
notice
given
by the
terminating
party.
Termination
of the
Agreement
does not
relieve
the
Company
of its
obligation
to remunerate
Consultant
pursuant
to this Agreement,
and the
Shares
issued
to Consultant
upon execution
of this
Agreement
shall
be non-refundable.
Upon termination,
any outstanding
remuneration
due Consultant
for services
rendered
shall
be paid prior
within
3 (three)
business
days following
termination.



    	 	 	 



    	 



    

Section
6.GOVERNING
LAW


 


This
Agreement
shall
be governed
by the laws
of the
Commonwealth
of Massachusetts,
without
regard
to the
conflict
of law
rules
of such
state.
 Any
controversy,
claim
or dispute
arising
out of this
Agreement,
shall settled
by binding
arbitration
in the
County of
Suffolk,
MA in
accordance
with
the rules
of the
American
Arbitration
Association
there in
effect,
except that
the parties
thereto
shall
have any right
to discovery
as would
permitted
by the
Federal
Rules
of Civil


 


Procedure. The prevailing
Party shall
be entitled to reimbursement
of actual
costs and
attorney’s fees from the arbitration
and the decision
of the Arbitrator(s)
shall be final.


 


 


 


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


 


 


 


Mass
Roots Inc.













 


 


 


Name:
Title:


 


Isaac Dietrich,
President


 


Consultant













10/10/2013


 


By:Douglas
Leighton