Exhibit
10.1


 





 


ADVISORY
BOARD AGREEMENT


 


This
Advisory Board Agreement (the “Agreement”) is effective as of July 22, 2021 (the “Execution Date”) and is by
and between FOMO CORP., a California corporation (“FOMO”), and SENATOR GERALD DIAL, (“ADVISOR” or “SENATOR
DIAL”). The foregoing parties are referred to in this Agreement collectively as the “Parties.”


 


WHEREAS
the Parties wish to set forth herein the terms and conditions upon which FOMO shall engage ADVISOR to perform certain services for
it;


 


WHEREAS
SENATOR DIAL is being appointed to the Advisory Board;


 


WHEREAS
SENATOR DIAL is a well-known and established contact
person and executive in the healthcare, education and government markets.


 


WHEREAS
SENATOR DIAL’s name, by virtue of her success
and experience, has acquired a meaning in the mind of the public important to the promotion,
sale and support of above products and services;


 


WHEREAS
FOMO is a holding company focused on the incubation of emerging growth businesses;


 


WHEREAS
FOMO owns majority, minority and joint venture positions in portfolio companies that have developed, own and/or license patents,
trademarks and other intellectual property used in the marketing of FOMO and the sale of all FOMO services;


 


NOW,
THEREFORE, for good and sufficient consideration and of the mutual promises herein contained, the receipt of which is hereby acknowledged,
the Parties hereto agree below.


 


1.
ADVISOR Agrees to provide the following services (the “Services”):


 


A.
Advisement regarding sales of technology products and services in markets in the United States and internationally.


 


B.
Advising FOMO regarding FOMO’s business plan, brand development and management, user acquisition plan and analysis and pitch
presentations tailored specifically for potential customers, partners, and vendors.


 


C.
Support development of new trademarks and URLs, company phrases and descriptive marks for use in promoting and marketing FOMO and
its technology products and services.


 


D.
Using SENATOR DIAL’s global contacts to identify and develop options for strategic partnerships, mergers and acquisitions and
financing for the benefit of FOMO and its global growth, and to identify vendors to FOMO in an effort to expand FOMO’s product
list.


 


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E.
Provide consulting services to the Board of Directors and management as an independent contractor. ADVISOR has no clear power to act
for, represent or bind the Company and cannot take action that implies such authority. ADVISOR will use best efforts to attend
internal Advisory Board calls and related meetings but is under no obligation to attend any specific number of such meetings, either
in person or telephonically, and there are no specific duties or requirements for the ADVISOR under this Agreement.


 


F.
SENATOR DIAL will be appointed to FOMO’s Advisory Board. SENATOR DIAL will also advise FOMO regarding other potential members
of the Advisory Board.


 


2. Compensation. In
consideration of services, FOMO will issue SENATOR DIAL 20 million cashless common stock purchase warrants with a three-year
expiration and a $.002 strike price.


 


3. Term.
The Term of this Agreement shall commence as of the date of this Agreement and, unless sooner terminated by mutual consent by either
party or due to a material breach of this Agreement, shall run for a period of three (3) years. ADVISOR serves at the will of the
Board of Directors to advise management and the Agreement can be terminated anytime by either party with or without
reason.


 


4.
Confidentiality. Advisor
shall treat as confidential this Agreement and all non-public
proprietary information of FOMO, including any proprietary product information and specifications and financial information (“Confidential
Information”) unless Advisor obtains FOMO’s prior written consent. Advisor
may neither disclose nor otherwise disseminate any Confidential Information to any person or entity. Moreover, Advisor
may not use any Confidential Information for any purposes other than those contemplated by this Agreement. If any Confidential
Information is required to be disclosed by order of any court of competent jurisdiction or other governmental authority, Advisor
shall timely inform FOMO of all such proceedings so that FOMO may attempt by appropriate legal means to limit such disclosure.
In such case, Advisor shall use best efforts to limit the disclosure and maintain confidentiality
to the best extent possible.


 


5.
Use of Licensed Materials. Advisor may use FOMO’s
trademarks and other promotional materials involving FOMO’s products (collectively,
“Licensed Materials”) to the extent reasonably necessary to render the Services.
All uses of Licensed Materials shall be in accordance with such reasonable specifications and requirements as FOMO may periodically prescribe
in writing. Any proposed use of any Licensed Materials that is essentially the same as, and does not materially differ from, a prior
approved use shall be deemed acceptable to FOMO; provided, however, that Advisor shall
provide FOMO with specimens of such use sufficiently in advance to allow FOMO an effective opportunity to object. Subject only to the
foregoing authorization, FOMO shall retain all right, title and interest arising under all applicable laws, rules, and regulations in
and to the Licensed Materials.


 


6. Ownership
of Materials. All documents, data, records, apparatus, equipment, designs, prototypes, promotional materials, and other
physical property, whether or not pertaining to Confidential Information, furnished to Advisor
by FOMO or any third party or produced by Advisor or others in connection with the
Services shall be and remain the sole property of FOMO. Advisor shall return all such
property to FOMO promptly upon FOMO’s request. 


 


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7. Miscellaneous.


 


(a) Notices.
All notices, requests, instructions, consents and other communications to be given pursuant to this Agreement shall be in writing
and shall be delivered either in person, reliable
overnight courier service or electronic mail. Notices shall be sent to the following addresses:


 


	 	If
    to FOMO:	 	If
    to Advisor:
	 	FOMO
    CORP.	 	SENATOR
    GERALD DIAL
	 	1
    E Erie St, Ste 525 Unit #2250	 	3162
    Parliament Circle
	 	Chicago,
    IL 60611	 	Montgomery
    Alabama 36116
	 	Attn:
    Vik Grover, CEO	 	Attn:
    Moderamen Consulting Co Gerald Dial
	 	Email:
    vikgrover@comcast.net	 	Email:
    gerald_dial@yahoo.com


 


Each
party may by written notice given to the other(s) in accordance with this Agreement change the address to which notices to such party
are to be delivered. Notices shall be deemed received (i) on the same day if delivered in person or by same-day courier or electronic
mail, (ii) on the next business day if delivered by overnight mail or courier, or (iii) on the date indicated on the return receipt,
if delivered by postal service, postage prepaid.


 


(b) Entire
Understanding; No Amendment. This Agreement contains the complete, entire and exclusive statement of the parties’
understanding with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether
written or oral, between the parties with respect to such subject matter. No amendment of this Agreement shall be effective unless
embodied in a written instrument executed by both of the parties.


 


(c) Waiver
of Breach. The failure of either party at any time to enforce any of the provisions of this Agreement shall not be deemed or
construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any of its provisions or
the right of any party to thereafter enforce each and every provision of this Agreement. No waiver of any breach of any of the
provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party against whom or which
enforcement of such waiver is sought; and no waiver of any such breach shall be construed or deemed to be a waiver of any other or
subsequent breach.


 


(d) Assignability.
Neither Advisor nor FOMO may assign this Agreement or any rights hereunder, to any
person or entity.


 


(e) Governing
Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal substantive and procedural
laws of the state of California without regard to the conflict of laws rules of that or any other jurisdiction. The sole and
exclusive venue for all disputes arising out of or relating in any way to this Agreement shall be through Arbitration in
Illinois, unless the Parties mutually agree to
resolve any and all matters through arbitration. The parties consent to the personal
jurisdiction and venue of such courts or agreed arbitration and further consent that any process, notice of motion or other
application to either such court or a judge thereof may be served outside the state of Illinois by registered or certified mail or
by personal service, provided that a reasonable time for appearance is allowed.


 


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(f) Interpretation
and Construction. This Agreement has been fully and freely negotiated by the parties hereto, shall be considered as having been
drafted jointly by the parties hereto, and shall be interpreted and construed as if so drafted, without construction in favor of or
against any party on account of its participation in the drafting hereof.


 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on the date first written above.


 


	FOMO
    CORP.	 	ADVISOR
	 	 	 	 	 
	By:		 	By:	 
	 	Vik
    Grover	 	 	SENATOR
    GERALD DIAL
	 	CEO	 	 	Advisory
    Board Member 


 


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