Exhibit 10.14


 







 


Service
Agreement


 


Company
to be covered:


Boon
Industries, Inc.


 


This
Service Agreement (the “Agreement”) is by and between Integrity Media, Inc., a Nevada corporation (“IMI”).
and Boon Industries, Inc. (BNOW), an Oklahoma corporation (the “COMPANY”). This Agreement is made effective as
of May 1, 2021 (the “Effective Date”). IMI and the COMPANY are referred to herein individually as a “Party”
and collectively as the “Parties”.


 


		I.	SERVICES
                                            TO THE COMPANY BY IMI.



 


IMI
agrees to provide the following services to the COMPANY (the “Services”) for May 1, 2021 - November 1, 2021:


 


(1)          IMI hereby agrees to provide Investor Relations services to the COMPANY including:


 


		(a)	IMI
                                            will become the COMPANY’S Investor Relations agency of record with dedicated phone support
                                            and email response for COMPANY shareholders and other interested parties.



 


		(b)	Press
                                            release conception and submission with actual wire costs to be billed to the COMPANY directly
                                            by the preferred newswire service.



 


		(c)	IMI
                                            will negotiate discounted press release distribution.



 


		(d)	Financial
                                            Media Outreach to microcap friendly or journalists in the COMPANY’S industry or industries.



 


		(e)	Assistance
                                            in crafting Investor Relations copy and collateral as reasonably needed by the COMPANY, shareholder
                                            letters, earnings, etc.



 


		(f)	IMI
                                            will provide guidance and assistance in choosing any supplemental exposure programs and in
                                            assisting the Company’s use of ethical and compliant media partners. IMI will negotiate
                                            discounts on paid media whenever possible.



 


		(g)	Message
                                            board monitoring and general sentiment review, with subsequent reporting to COMPANY senior
                                            management and applied communications.



 


		(h)	General
                                            consulting and assistance in financial communication, positioning and market strategy.



 


		(i)	IMI
                                            will make introductions to potentially beneficial partners, as possible, for business development
                                            and other benefits.



 


		(j)	As
                                            desired, IMI will host and officiate a weekly or bi-weekly Communications Strategy conference
                                            call with Company C-Level execs and consultants.



 


		(k)	Interview
                                            prep and/or public speaking coaching for all events, news ops, etc.



 


(2)         The COMPANY will provide and approve any content it requests IMI to distribute on its behalf. IMI will edit, comment and suggest copy
changes for the COMPANY; however, the COMPANY is responsible for creating or supplying all original content and for approval of the finished
copy and content and thus will take full responsibility for that content.



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(3)         The Parties understand that the Services are designed to expose the COMPANY to the investing public. IMI makes no warranties or guarantees
that such exposure will create volume, buying, or price appreciation for the COMPANY’S securities.


 


		II.	COMPENSATION
                                            TO IMI



 


As
compensation for the Services, the COMPANY shall issue to IMI 8,400 series A shares (the “Payment Shares”). A
certificate for 8,400 Series A shares shall be issued and delivered within 30 calendar days of execution of this agreement. The
Payment Shares issued to IMI shall be deemed to be a fully earned, non-refundable, non-apportionable, and non-ratable retainer. Consequently,
the Payment Shares shall be deemed to be fully paid and non-assessable and thus not a payment for future services. If the COMPANY decides
to terminate this Agreement for any reason whatsoever, it is agreed and understood that IMI will not be requested or demanded by the
COMPANY to return any of the Payment Shares. Shares should be issued in the corporate name “Integrity Media Inc.”


 


Following
the applicable holding period for the Payment Shares, and upon the written request of IMI, the COMPANY agrees to provide, at its own
expense, a valid written legal opinion relative to the sale or proposed sale of the Payment Shares within ten calendar days. The COMPANY
further agrees to cooperate with IMI in having the Rule 144 legend removed from the certificate(s) representing the Payment Shares. The
COMPANY shall not obstruct IMTs sale of the Payment Shares in any way. The COMPANY agrees to record this agreement in their next available
public filing.


 


As
further compensation for the Services, the COMPANY shall pay IMI $4,000 per month due at the beginning of each 30 day period from
the contract date.


 


		III.	MISCELLANEOUS



 


A.      Indemnification. Because IMI must at all times rely upon the accuracy and completeness of information supplied to it by
the COMPANY, the COMPANY agrees that IMI will not be held liable for the accuracy of any information provided by the COMPANY. The COMPANY
further agrees to indemnify, hold harmless, and defend, IMI, including its officers, directors, agents, attorneys, employees and other
representatives, at its expense in any proceeding or suit, which may arise out of or due to (i) the negligence of the COMPANY or its
officers, directors, agents, attorneys, employees or other representatives that may arise from the inaccuracy or incompleteness of such
material supplied by the COMPANY to IMI, or (ii) any breach of any covenant or warranty of the COMPANY in this Agreement.


 


B.      Authority; Status. Each Party represents that it has the authority to enter into this Agreement. Each Party acknowledges and
agrees that the relationship between the Parties hereto is that of an independent contractor.


 


	To
    IMI:	Integrity
    Media, Inc.
	 	Attn:
    Kurt Divich, President
	 	12106
    Rojo Roma Ave.
	 	Las
    Vegas, Nevada 89138
	 	Telephone:
    (702) 396-1000
	 	 
	To
    COMPANY:	Boon
                                            Industries Inc.

    Attn:
    Justin Gonzalez, President

	 	110 Spring Hill Drive, Suite 16

                                                                                Grass Valley, CA 95945






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D.       Governing
Law: Exclusive Jurisdiction and Venue. This Agreement and the rights of the Parties hereunder shall be interpreted, construed,
and governed according to the laws of the State of California, including all matters of construction, validity, performance, and enforcement
and without giving effect to the principles of conflict of laws. The Parties agree that the Courts of the County of Orange, State of
California shall have sole and exclusive jurisdiction and venue for the resolution of all disputes arising under the terms of this Agreement
and the transactions contemplated herein.


 


E.       Legal
Construction. If one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal,
or unenforceable in any respect, the remaining provisions of this Agreement shall remain in full force and effect as if such invalid,
illegal, or unenforceable provision had never comprised a part of the Agreement.


 


F.       Attorneys’ Fees. In the event any Party hereto shall commence legal proceedings against the other to enforce the terms hereof, or to declare
rights hereunder, as the result of a breach of any covenant or condition of this Agreement, the prevailing party in any such proceeding
shall be entitled to recover from the losing party its costs of suit, including reasonable attorneys’ fees, as may be fixed by the
court.


 


G.       Law and Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of California
applicable to contracts executed and performed in such State, without giving effect to conflict of law principles. All controversies,
claims and matters of difference arising between the parties under this Agreement shall be submitted to binding arbitration in Orange
County, California under the Commercial Arbitration Rules of the American Arbitration Association (“the AAA”) from time to
time in force (to the extent not in conflict with the provisions set forth herein). This agreement to arbitrate shall be specifically
enforceable under applicable law in any court of competent jurisdiction. Notice of the demand for arbitration shall be filed in writing
with the other parties to this Agreement and with the AAA. Once the arbitral tribunal has been constituted in full, a hearing shall be
held and an award rendered as soon as practicable. The demand for arbitration shall be made within a reasonable time after the claim,
dispute or other matter in question has arisen, and the parties are not making progress toward a resolution. In no event shall it be
made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter would be barred by
the applicable contractual or other statutes of limitations. The parties shall have reasonable discovery rights as determined by the
arbitration. The award rendered by the arbitrators shall be final and judgment may be entered in accordance with applicable law and in
any court having jurisdiction thereof. The decision of the arbitrators shall be rendered in writing and shall state the manner in which
the fees and expenses of the arbitrators shall be borne.




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IN
WITNESS WHEREOF, the Parties have caused their duly authorized officers to execute this Agreement, on the dates below indicated.


 


	BOON
    INDUSTRIES, INC.	 	INTEGRITY
    MEDIA, INC.	 
	 	 	 	 
		 		 
	By:
    Justin Gonzalez	 	By:
    Kurt Divich	 
	Its:
    President	 	Its:
    President	 





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