Exhibit
10.55


 


CONSULTING
AGREEMENT


 


This
Consulting Agreement (the “Agreement”) is made effective as of July 21st, 2021, by and between Blue Star Foods Corporation,
a Delaware corporation (the “Company”) and Intelligent Investments I LLC, a Florida Limited Liability
Company, (the “Consultant”).


 


WHEREAS,
Company desires to engage certain services of Consultant (collectively, the “Services” as defined in greater detail herein);
and WHEREAS, Consultant desires to provide such services in exchange for the compensation described below;


 


NOW
THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter set forth, the parties hereto covenant
and agree as follows:


 


		1)	Term
                                            of Consultancy. Company hereby agrees to retain the Consultant to act in a consulting
                                            capacity to the Company, and the Consultant hereby agrees to provide the Services to the
                                            Company, commencing upon the execution of this Agreement (the “Commencement Date”),
                                            and ending upon the twelve (12) month anniversary of this Agreement (the “Termination
                                            Date”), unless sooner terminated as provided hereunder (the “Term”).



 


		2)	Duties
                                            of Consultant. The Consultant agrees that it will provide the following services:



 


		●	Consulting
                                            on optimizing SEC reporting, and other corporate finance legal issues; and



		●	Legal
                                            consulting services in regard to potential mergers & acquisition and other reasonably
                                            related services, (the “Services”).



 


		3)	Termination.



 


		a.	Either
                                            party may terminate this Agreement upon giving thirty (30) days prior written notice thereof
                                            to the other party. Any such notice shall be addressed to the party at the address shown
                                            above or such other address as the party may notify the other of and shall be deemed given
                                            upon delivery if personally delivered, or forty-eight (48) hours after deposited in the United
                                            States mail, postage prepaid, registered or certified mail, return receipt requested.



 


		b.	Upon
                                            such termination all rights and duties of the parties toward each other shall cease except:
                                            (i) that the Company shall be obliged to pay, within ten (10) days of the effective date
                                            of termination, all amounts owing to Consultant for Services completed and accepted by the
                                            Company prior to the termination date and related expenses, if any, in accordance with the
                                            provisions of Section 5 (Remuneration) hereof; and (ii) 10 (Independent Contractor), 7 (Accuracy
                                            of Information), and 8 through 12 shall survive termination of this Agreement.



 


		4)	Remuneration.
                                            As compensation for the delivery to Company of the Services by Consultant, the Company
                                            shall pay Consultant as follows: one hundred and twenty thousand dollars ($120,000
                                            USD) shares of the Company’s common stock (the “Shares”). The Shares
                                            shall be deemed earned in full and non-refundable upon execution of this Agreement.



 


The
total fees for Services shall be released to the Consultant upon the following schedule:


 


		●	On
                                            September 30th, 2021, the Company shall pay to the Consultant thirty thousand
                                            ($30,000 USD) shares of common stock. The number of shares of common stock shall be determined
                                            by dividing $30,000 USD by the closing share price of the last day of trading of the fiscal
                                            quarter (Q3-2021). The shares shall be issued to the Consultant within 5 business days of
                                            the end of this date.



 




    	 	 	 



     


    

 


		●	On
                                            December 31st, 2021, the Company shall pay to the Consultant thousand ($30,000
                                            USD) shares of common stock. The number of shares of common stock shall be determined by
                                            dividing $30,000 USD by the closing share price of the last day of trading of the fiscal
                                            quarter (Q4-2021). The shares shall be issued to the Consultant within 5 business days of
                                            the end of this date.



 


		●	On
                                            March 31st, 2021, the Company shall pay to the Consultant thirty thousand ($30,000
                                            USD) shares of common stock. The number of shares of common stock shall be determined by
                                            dividing $30,000 USD by the closing share price of the last day of trading of the fiscal
                                            quarter (Q1-2022). The shares shall be issued to the Consultant within 5 business days of
                                            the end of this date.



 


		●	On
                                            June 30th, 2021, the Company shall pay to the Consultant thirty thousand ($30,000
                                            USD) shares of common stock. The number of shares of common stock shall be determined by
                                            dividing $30,000 USD by the closing share price of the last day of trading of the fiscal
                                            quarter (Q2-2022). The shares shall be issued to the Consultant within 5 business days of
                                            the end of this date.



 


All
equity compensation received pursuant to this agreement, shall be subject to a lock-up provision, with the following schedule:


 


		●	100%
                                            of the original stock held, can be sold after a holding period of 12 months from the date
                                            of the signing of this agreement



 


At
the Consultant’s option and upon the Consultant’s written instructions to the Company, the Company shall issue all or a portion
of the Stock due to the Consultant under this Agreement directly to specified Consultant affiliates, or any other third-party assignee.
Such assignees shall also be subject to the lock-up provisions described above. The stock Certificates evidencing such shares shall include
a legend reflecting the lock-up provisions. All shares described in this agreement shall be deemed earned up full upon execution of this
agreement, and once paid, the Consulting Fee shall be non-refundable.


 


		5)	Consultant’s
                                            Representations. Consultant represents and warrants to the Company, to the best of its
                                            knowledge, as follows:



 


		a.	No
                                            Violation of Law. The performance of the services set forth under this Agreement will not
                                            violate any rule or provision of any regulatory agency having jurisdiction over Consultant.



 


		6)	Confidentiality
                                            and Non-Circumvention.



 


		a.	Consultant
                                            agrees that any confidential or proprietary matters (except publicly or freely usable material
                                            as otherwise obtained from another source) of Company will be kept in strict confidence until
                                            and including the date three years from the execution of this Agreement. Each party specifically
                                            agrees that none of the information either party may obtain about the other’s business
                                            may be used to that party’s detriment or competitive or economic disadvantage, and
                                            each company agrees not to solicit any employee of the other for a period of one year.



 






    	 



    	 



    

 


		b.	Consultant
                                            hereto agrees not to circumvent or attempt to circumvent, or compete or attempt to compete
                                            with, Company in any manner. Unless he obtains the prior written consent of Company, Consultant
                                            (and his agents and representatives) shall not, directly or indirectly, contact or solicit
                                            any of the contacts disclosed by Company for any reason whatsoever. Unless he obtains the
                                            prior written consent of Company, Consultant shall not use any Confidential Information or
                                            Non-confidential Information in an effort to transact directly with any contact to the exclusion
                                            of Company. Consultant further agrees to present to Company for development and exploitation
                                            any and all business opportunities which Consultant encounters or develops before Consultant
                                            pursues such business opportunities for Consultant’s own account or for the account
                                            of another business entity or combination.



 


		c.	As
                                            consideration for Consultant’s agreement hereto not to compete with, or circumvent
                                            the efforts of Company in the development of the Company businesses and to offer Company
                                            first rights to any and all business opportunities that Consultant encounters or develops,
                                            Company agrees to grant Consultant an equity position in Company and/or one of Company’s
                                            subsidiary businesses.



 


		7)	Assignment.
                                            The rights or obligations of Consultant under this Agreement may not be assigned. Any
                                            assignment in violation of the foregoing shall be null and void.



 


		8)	Expenses.
                                            Except as otherwise provided, Consultant agrees to pay for all its expenses.



 


		9)	Status
                                            as Independent Contractor. Consultant’s engagement pursuant to this Agreement shall
                                            be as independent contractor, and not as an employee, officer or other agent of the Company.
                                            No party to this Agreement shall represent or hold itself out to be the employer or employee
                                            of the other. Consultant further acknowledges the consideration provided hereinabove is a
                                            gross amount of consideration and that the Company will not withhold from such consideration
                                            any amounts as to income taxes, social security payments or any other payroll taxes. All
                                            such income taxes and other such payment shall be made or provided for by Consultant and
                                            the Company shall have no responsibility or duties regarding such matters. No party possesses
                                            the authority to bind any other party in any agreements without the express written consent
                                            of the entity to be bound.



 


		10)	Attorney’s
                                            Fees. If any legal action or any arbitration or other proceeding is brought for the enforcement
                                            or interpretation of this Agreement, or because of an alleged dispute, breach, default or
                                            misrepresentation in connection with or related to this Agreement, the successful or prevailing
                                            party shall be entitled to recover reasonable attorneys’ fees and other costs in connection
                                            with that action or proceeding, in addition to any other relief to which it or they may be
                                            entitled.



 


		11)	Waiver.
                                            The waiver by either party of a breach of any provision of this Agreement by the other
                                            party shall not operate or be construed as a waiver of any subsequent breach by such other
                                            party.



 


		12)	Choice
                                            of Law, Jurisdiction and Venue. This Agreement shall be governed by, construed and enforced
                                            in accordance with the laws of the State of New York. The parties agree that the city, state
                                            and county of New York will be the venue of any dispute and will have jurisdiction over all
                                            parties.



 


		13)	Complete
                                            Agreement. This Agreement contains the entire agreement of the parties relating to the
                                            subject matter hereof. This Agreement and its terms may not be changed orally but only by
                                            an agreement in writing signed by the party against whom enforcement of any waiver, change,
                                            modification, extension or discharge is sought.



 






    	 



    	 



    

 


		14)	Counterparts.
                                            This Agreement may be executed simultaneously in one or more counterparts, each of which
                                            shall be deemed an original, but all of which together shall constitute one and the same
                                            instrument. A party may execute this Agreement and transmit its signature by facsimile, which
                                            shall be fully binding, and the party taking such actions shall deliver a manually signed
                                            original as soon as is practicable.



 


		15)	Further
                                            Assurances. Each party agrees to cooperate fully with the other and to execute such further
                                            instruments, documents and agreements and to give such further written assurances, as may
                                            be reasonably requested by the other to better evidence and reflect the transactions described
                                            herein and contemplated hereby, and to carry into effect the intents and purposes of this
                                            Agreement.



 


IN
WITNESS WHEREOF, the parties hereto have caused this Consulting Agreement to be duly executed, all as of date first above written.


 





	“Company”
    Blue Star Foods Corporation	 
	 	 	 
	BY:	/s/ John
    Keeler	 
		John Keeler, Chairman & CEO	 
	 	 	 
	“Consultant”
    Intelligent Investments I LLC	 
	 	 	 
	BY:	/s/ Mark E. Crone	 
		Mark E. Crone, Managing Partner