Exhibit 10.5





 


CONSULTING AGREEMENT





 


This Consulting Agreement (the “Agreement”) is made and entered into as of October 15, 2014 (the “Effective
Date”), by and between RMR IP, Inc., a Nevada corporation (the “Company”), and Principio Management LLC (the “Consultant”). The
Company desires to retain Consultant as an independent contractor to perform such services on terms set forth more fully below.
In consideration of the mutual promises contained herein, the parties agree as follows:


 


		1.	SERVICES AND COMPENSATION



 


Consultant shall provide the services set forth on Exhibit A attached hereto to the Company (the “Services”). In such capacities,
Consultant shall report directly to the Chief Executive Officer of the Company.
The Services can be modified as reasonably required to suit the specific requirements and needs of the Company. The Company shall pay Consultant the fee set forth on Exhibit A attached
hereto. Except as set forth on Exhibit A, all costs and expenses of Consultant’s performance hereunder shall be borne by the Consultant.


 


		2.	PROPRIETARY INFORMATION; CONFIDENTIALITY



 


(a)“Confidential
Information” means any Company proprietary information, technical data, trade secrets or know-how, including, but not
limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions,
processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, in addition
to financial, accounting, statistical, marketing and personnel information of the Company and/or its customers or other third-parties
or other business information disclosed by the Company either directly or indirectly in writing, orally or by drawings or inspection
of parts or equipment.


 


(b)Consultant while
performing the Services, will be exposed to and handling the Company’s Confidential Information. Consultant will not, during
or subsequent to the term of this Agreement, use the Company’s Confidential Information for any purpose whatsoever other
than the performance of the Services on behalf of the Company or disclose the Company’s Confidential Information to any third
party. Consultant agrees that the restrictions in this Section 2 shall also apply to Confidential Information conceived, originated,
discovered or developed by Consultant during the term of this Agreement. It is understood that said Confidential Information shall
remain the sole property of the Company. Consultant further agrees to take all reasonable precautions to prevent any unauthorized
disclosure of such Confidential Information including, but not limited to, having each employee of Consultant, if any, with access
to any Confidential Information, execute a nondisclosure agreement containing provisions in the Company’s favor identical
to Sections 2, 3 and 8 of this Agreement. Confidential Information does not include information which (i) is known to Consultant
at the time of disclosure to Consultant by the Company as evidenced by written records of Consultant, (ii) has become publicly
known and made generally available through no wrongful act of Consultant, or (iii) has been rightfully received by Consultant from
a third party who is authorized to make such disclosure. Without the Company’s prior written approval, Consultant will not
directly or indirectly disclose to anyone the contents of this Agreement.


 


(c)Consultant agrees
that Consultant will not, during the term of this Agreement, improperly use or disclose any proprietary information or trade secrets
of any former or current employer or other person or entity with which Consultant has an agreement or duty to keep in confidence
information acquired by Consultant, if any, and that Consultant will not bring onto the premises of the Company any unpublished
document or proprietary information belonging to such employer, person or entity unless consented to in writing by such employer,
person or entity. Consultant will indemnify the Company and hold it harmless from and against all claims, liabilities, damages
and expenses, including reasonable attorneys’ fees and costs of suit, arising out of or in connection with any violation
or claimed violation of a third party’s rights resulting in whole or in part from the Company’s use of the work product
of Consultant under this Agreement.


 






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(d)Consultant recognizes
that the Company has received and in the future will receive from third parties their confidential or proprietary information subject
to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited
purposes. Consultant agrees that Consultant owes the Company and such third parties, during the term of this Agreement and thereafter,
a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person,
firm or corporation or to use it except as necessary in carrying out the Services for the Company consistent with the Company’s
agreement with such third party.


 


(e)Return of
Property. Upon the termination of this Agreement, or upon Company’s earlier request, Consultant will deliver to the Company
all devices, records, data, disks, computer files, notes, reports, proposals, lists, correspondence, materials, equipment, other
documents or property, reproductions of any aforementioned items developed by Consultant pursuant in the performance of the Services
to the Company, or Confidential Information that Consultant may have in Consultant’s possession or control.


 


(f)Other Agreements.
Consultant represents that the performance of all the terms of this Agreement will not breach any agreement to keep in confidence
proprietary information acquired by Consultant in confidence or in trust prior to the execution of this Agreement. Consultant has
not and shall not: (i) disclose or use in the course of the Services to the Company, any proprietary or trade-secret information
belonging to another; or (ii) enter into any oral or written agreement in conflict with this Agreement.


 


3.            OWNERSHIP Consultant
agrees that all copyrightable material, notes, records, drawings, designs, inventions, improvements, developments, discoveries
and trade secrets conceived, made or discovered by Consultant, solely or in collaboration with others, during the period of this
Agreement which relate in any manner to the business of the Company that Consultant may be directed to undertake, investigate or
experiment with, or which Consultant may become associated with in work, investigation or experimentation in the line of business
of Company in performing the Services hereunder (collectively, “Inventions”), are the sole property of the Company.
In addition, any Inventions which constitute copyrightable subject matter shall be considered “works made for hire”
as that term is defined in the United States Copyright Act. Consultant further agrees to assign (or cause to be assigned) and does
hereby assign fully to the Company all Inventions and any copyrights, patents, mask work rights or other intellectual property
rights relating thereto.


 


		4.	TRADE SECRETS



 


Consultant shall not
disclose to any others, or take or use for Consultant’s own purposes or purposes of any others, during the term of this Agreement
or at any time thereafter, any of the Company’s trade secrets, including without limitation, Confidential Information, customer
and supplier lists, computer programs, applications or software or intellectual property of the Company. Consultant agrees that
these restrictions shall also apply to (i) trade secrets belonging to third parties in Company’s possession and (ii) trade
secrets conceived, originated, discovered or developed by Consultant during the term of this Agreement relating to the affairs of the Company.


 


		5.	CONFLICTING OBLIGATIONS



 


Consultant certifies
that Consultant has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or
that would preclude Consultant from complying with the provisions hereof, and further certifies that Consultant will not enter
into any such conflicting agreement during the term of this Agreement.


 


		6.	TERM AND TERMINATION



 


This Agreement will
commence on the Effective Date and will continue until terminated by either party for breach or upon thirty (30) days prior written
notice.


 



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		7.	ASSIGNMENT



 


Neither this Agreement
nor any right hereunder or interest herein may be assigned, delegated or transferred by Consultant without the express written
consent of the Company.


 


		8.	INDEPENDENT CONTRACTOR



 


Nothing in this Agreement
shall in any way be construed to constitute Consultant as an agent, employee or representative of the Company, but Consultant shall
perform the Services hereunder as an independent contractor. Consultant agrees to furnish (or reimburse the Company for) all tools
and materials necessary to accomplish this Agreement, and shall incur all expenses associated with performance, except as provided
herein. Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant
pursuant to this Agreement, and Consultant agrees to and acknowledges the obligation to pay all self-employment and other taxes
thereon. Consultant further agrees to indemnify the Company and hold it harmless to the extent of any obligation imposed on Company
to pay in withholding taxes or similar items.


 


		9.	EQUITABLE RELIEF



 


Consultant agrees that
it would be impossible or inadequate to measure and calculate the Company’s damages from any breach of the covenants set
forth in Sections 2, 3, 4, and 5 herein. Accordingly, Consultant agrees that if Consultant breaches Sections 2, 3, 4, or 5, the
Company will have available, in addition to any other right or remedy available, the right to obtain from any court of competent
jurisdiction an injunction restraining such breach or threatened breach and specific performance of any such provision. Consultant
further agrees that no bond or other security shall be required in obtaining such equitable relief and Consultant hereby consents
to the issuances of such injunction and to the ordering of such specific performance.


 


		10.	GOVERNING LAW



 


This Agreement shall be construed in accordance
with the laws of the State of Colorado applicable to contracts executed and to be wholly performed within such State.


 


		11.	TAX ADVICE



 


Consultant acknowledges
that Consultant has not relied and will not rely upon the Company or the Company’s counsel with respect to any tax consequences
related to the terms and conditions of this Agreement. Consultant assumes full responsibility for all such consequences and for
the preparation and filing of all tax returns and elections which may or must be filed in connection with this Agreement.


 


		12.	ENTIRE AGREEMENT AND AMENDMENTS



 


This Agreement is the
entire agreement of the parties and supersedes any prior or contemporaneous agreements whether oral or written between them with
respect to the subject matter hereof. This Agreement may be changed only if agreed to in writing by both parties.


 


		13.	COUNTERPARTS



 


This Agreement may
be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and
the same instrument.


 






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		14.	SEVERABILITY



 


If any provision of
this Agreement is held to be unenforceable for any reason, such provision shall be adjusted rather than voided, if possible, in
order to achieve the intent of the parties to the maximum extent possible. In any event, all other provisions of this Agreement
shall be deemed valid and enforceable to the full extent possible.


 


		15.	WAIVER



 


The waiver of any term
or condition contained in this Agreement by any party to this Agreement shall not be construed as a waiver of a subsequent breach
or failure of the same term or condition or a waiver of any other term or condition contained in this Agreement.


 


 


 


 


 


 


[Signature Page Follows]


  






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


 


 


	
         

         

        RMR IP, Inc.

         

         

        By: ___________________________

        Name: _________________________

        Title: __________________________

        
	
        Consultant:

         

        Principio
        Management LLC

         

         

        By: ______________________________

        Gregory M. Dangler, Managing Member 




 






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EXHIBIT A


 


SERVICES AND COMPENSATION


 


 


Services.   Consultant will render
to the Company the following Services:


 


		•	Formation services, development of business plan and
corporate strategy, fundraising efforts and exit strategy scenarios.



 


Compensation.  The Company shall
pay Consultant as follows:


 


		•	$75,000



 






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