Exhibit 10.8


 





 


AUXO
TECHNOLOGY LABS CONSULTING AGREEMENT


 


This
AGREEMENT is made on 4/14/2020, (the “Effective Date”), by and between ConversionLabs Inc. located at 800 Third Avenue,
Suite 2800, New York, NY 10022 (“Client”) and Auxo Technology Labs LLC, located at 300 South Pine Island Rd STE 307,
Plantation, FL, 33324 (“Consultant”).


 


For
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


 


1.
Services.


 


1.1.
Services. Consultant will provide Client with the services necessary to complete the work as described in this Agreement
and each Statement of Work (“Services”). The Services and deliverables necessary to perform the work described in
each Statement of Work are collectively defined as the “Engagement.” Statement of Work #1 is attached hereto as Exhibit
A.


 


1.2.
Deliverables. The Services shall include design and delivery of software, documentation, graphics images, text and other
items required to implement the work described in the Statement of Work (the “Deliverables”). Consultant shall deliver
all software to Client in both source code and object code format, along with all related documentation reasonably required to
support and utilize the Deliverables (e.g., data schema, metadata schema, etc.).


 


1.3.
Additional Services. In the event that Client desires Consultant to perform services beyond the initial Engagement, Consultant
and Client shall mutually agree upon the specifications and charges for such services in writing (each, a “Statement of
Work”). Each executed Statement of Work shall be deemed incorporated into this Agreement as an exhibit and shall be treated
as Services under the applicable terms of this Agreement. A Statement of Work may consist of a written purchase order, a separate
written work statement identifying the scope of the services to be performed or such other written document as mutually agreed
upon, in writing, by Client and Consultant. Each Statement of Work shall contain the following information, as may be applicable
for the particular service requirement: (a) the details of the scope and type of service to be performed by Consultant, including
deliverables (if any), labor requirements, and time estimates for completion of the services; (b) functional and/or design specifications
as are mutually determined; (c) project plan; and (d) any other additional terms and conditions as required for the performance
of the services. Alternatively, the parties may modify an existing Statement of Work through a change order or other amendment
executed by both parties.


 


1.4.
Location and Access Policies. During the course of this Agreement, Consultant may be required to access the facilities
or systems of Client. In such instances, Consultant shall comply with all facility and access policies applicable to personnel
and contractors of such entities (including, without limitation, signing non-disclosure agreements or access agreements as reasonably
required by such entities), provided Consultant has received a copy of such policies.


 




    	 	 	 



     


    

 


2.
Project Plan; Acceptance Testing.


 


2.1.
Engagement Project Plan. Each Engagement shall be subject to a mutually agreed project plan, as detailed in the applicable
Statement of Work. The parties shall meet regularly during each Engagement to discuss the status of the Project Plan, critical
path items and any anticipated delays or concerns that may arise. At any point during any Statement of Work, upon Client’s
request the parties will meet to renegotiate the scope and timeframe of the Deliverables for the applicable Engagement.


 


2.2.
Achievement of Payment Milestones. If the applicable Statement of Work outlines payment criteria dependent on milestones,
Client shall use such criteria as defined in the Statement of Work to determine Consultant’s achievement of each milestone
and shall do so promptly upon Consultant’s notice that the milestone has been reached


 


2.3.
Final Acceptance Period. Client shall have a period of forty-five (45) days following delivery of the final Deliverables
and associated Consultant Work Product during which Client may engage in testing such materials in test and/or production environments.
For purposes of clarification, the testing period shall not begin until Consultant has completed Deliverables and associated Consultant
Work Product in accordance with the specifications in the applicable Statement of Work (and the quality control standards described
in Section 2.4 below as applicable). Client shall promptly notify Consultant of any issues identified during testing, which Consultant
shall promptly address and resubmit for testing hereunder. In the event that the Deliverables (and any resubmission thereof) do
not successfully pass testing hereunder within ninety (90) days of the start of testing, Client may discontinue testing and terminate
the applicable Engagement.


 


3.
Personnel.


 


3.1.
Consultant shall assign sufficient personnel at appropriate levels of experience and responsibility to timely perform its obligations
under this Agreement. Consultant shall use reasonable efforts to maintain continuity of personnel working on each Engagement and
shall not remove any such personnel without Client’s prior approval, not to be unreasonably withheld, unless such personnel
are promoted out of the applicable position or leave the company. In the event that Consultant replaces personnel (other than
at Client’s request), Consultant shall provide the necessary training to and services by the replacement personnel at no
expense to Client for such individual(s) to become familiar with the applicable Engagement. In the event that Client has any issues
with any Consultant personnel, Consultant shall promptly meet with Client to discuss and work to address the issues.


 


3.2.
All persons furnished, used, retained or hired by or on the behalf of Consultant shall be considered to be solely the employees
or agents of Consultant. Consultant shall be responsible for payment of any and all unemployment, social security, and other payroll
related taxes for its employees and agents, as applicable, including any related assessments and contributions required by law.
Consultant shall also ensure that all personnel involved in performing the Services are subject to written confidentiality obligations
and intellectual property assignment obligations substantively similar to the terms of this Agreement. With respect to any personnel
that will have access to lab data or the facilities or systems of any pharmaceutical company working with Client, Consultant shall
run industry standard drug testing and background screening.


 




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4.
Fees.


 


4.1.
Services. Client shall pay the fees set forth in each Statement of Work.


 


4.2.
Timing of Payments. With respect to time and materials Engagements, Consultant shall invoice Client for fees actually incurred
on a monthly basis unless otherwise specified in the applicable Statement of Work.


 


4.3.
Expenses. Unless otherwise stated in the applicable Statement of Work, Client will reimburse Consultant for all business
travel and other out-of-pocket expenses reasonably incurred by Consultant, including transportation, food and lodging, provided
that such expenses have been approved in advance by Client in writing (which may include email). In any event, expenses shall
not exceed ten percent (10%) of the service fees chargeable for the applicable Statement of Work unless otherwise approved by
Client and in such cases, Consultant will provide Client with an itemized list of all expenses incurred by Consultant, together
with receipts for such expenses, and such other documentation as Client may reasonably request.


 


4.4.
Third Party Software. Client shall be solely responsible for all license fees attributable to any Third Party Software
used pursuant to Section 6.3 unless such fees are identified in the applicable Statement of Work specifically state that Consultant
is responsible for such license fees.


 


5.
Term; Termination.


 


5.1.
Agreement Term; Engagement Term. The Term of this Agreement shall begin on the Effective Date and continue until terminated
hereunder; provided, however, that this Agreement shall survive with respect to any then currently outstanding Statements of Work
until the applicable Engagements are completed or subsequently terminated. The Term of each Engagement shall be defined in the
applicable Statement of Work, as may be extended by the parties by mutual agreement.


 


5.2.
Termination for Cause. Either party may terminate the applicable Statement of Work (or the entire Agreement) upon written
notice if the other party materially breaches any of its obligations and fails to cure such breach within thirty (30) days of
notice thereof. In addition, in the event that Consultant fails to complete any milestone, due solely to Consultant’s fault
and at no fault of Client, within fifteen (15) days of the date specified for such milestone in the Statement of Work, Client
may terminate such Statement of Work upon written notice to Consultant. Either party may terminate this Agreement if the other
party makes a general assignment for the benefit of creditors, is subject of a petition for bankruptcy, has a receiver appointed
or is otherwise declared insolvent. In the event that Consultant desires to terminate for cause, other than non-payment, and Client
disputes such termination, Consultant shall continue to perform the Services upon Client’s request during the pendency of
any dispute.


 




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5.3.
Termination without Cause. Client may terminate this Agreement or any Statement of Work without cause upon forty-five (45)
days’ written notice to Consultant. In such event, Client shall pay to Consultant the fees for work actually performed (if
the Statement of Work is on a time and materials basis) or, if the Statement of Work is on a fixed fee basis, a pro-rata portion
of the fees associated with the milestone which Consultant is then currently working to achieve, on a percentage completion basis.


 


5.4.
Effect of Termination. In the event of termination of an Engagement, Consultant shall immediately deliver to Client all
Deliverables completed through the date of termination, Consultant Work Product and any other work in progress developed or then
in development. With respect to software, such materials shall be delivered in both source code and object code formats. Consultant
shall also return or destroy all copies of Confidential Information, as defined below, to Client. Notwithstanding the above, in
the event Consultant terminates an Engagement due to non-payment, Consultant shall not be obligated to provide any Deliverables,
Consult Work Product or other work in progress developed or then in development, until payment for such Deliverables or work product
has been received by Consultant.


 


6.
Ownership and License.


 


6.1.
Client Property. Unless specified differently in a Statement of Work, Consultant agrees that all items delivered by Consultant
to Client and all information and intellectual property arising from Consultant’s work for Client (such as ideas, technology,
software, inventions, concepts, discoveries, developments, improvements and innovations, whether or not patentable or reduced
to practice) conceived, made or developed by Consultant whether alone or together with others, during the course of an Engagement
shall become the exclusive property of Client upon full payment of the respective SOW. All of the rights and things described
in the foregoing sentence, and all intellectual property, trade secrets or other proprietary rights relating thereto shall be
defined, collectively, as the “Consultant Work Product.” Consultant Work Product shall not include any third party
materials described in Section 6.2 or any Retained Property described in Section 6.3. Consultant agrees that all Consultant Work
Product is work made for hire for Client under the copyright laws of the United States. Consultant hereby gives, transfers and
assigns to Client all right, title and interest, including all rights in the nature of patent, copyright, trade secret or other
intellectual property or proprietary rights, now or hereafter arising in and to the Consultant Work Product not otherwise owned
by Client (as a work for hire or otherwise), and hereby assigns to Client or waives any so-called “moral rights” in
the Consultant Work Product, to the extent permitted by law. Consultant agrees to execute and deliver such additional documents
and take such additional reasonable actions as Client deems necessary or convenient to perfect or evidence Client’s ownership
of the Consultant Work Product or to enable Client to record this Agreement and/or secure rights of copyright and/or letters patent
in its name, or otherwise to enforce its rights in the Consultant Work Product in any country throughout the world or otherwise
carry out the provisions of this Section 6.1.


 


6.2.
Third Party Materials. Consultant shall not incorporate any third party materials (including, without limitation, open
source software, freeware, shareware, so called “public domain” materials, etc.) into any Deliverables or Consultant
Work Product hereunder without Client’s prior written consent.


 




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6.3.
Retained Property.


 


6.3.1. Identifying
Retained Property. Consultant shall own all intellectual property rights in and to any software, know-how or technology
developed by Consultant prior to execution of, or independent of, this Agreement and used or delivered in any Deliverable;
provided, however, that such software or technology is identified in the Statement of Work or otherwise mutually agreed upon
by the parties in writing (collectively, the “Retained Property”). In addition, Consultant shall not incorporate
any Retained Property into any Deliverables or Consultant Work Product without Client’s prior written consent. In the
event that it is subsequently determined that Consultant incorporated Retained Property into the Deliverables or Consultant
Work Product without Client’s prior written consent, Consultant will remove and replace the Retained Property at its
own expense upon Client’s request.


 


6.3.2. License
to Retained Property. Upon receipt of full payment of the respective Statement of Work, Consultant grants to Client and
its affiliates a non-exclusive, perpetual, irrevocable, paid-up, royalty free, worldwide license and related rights to
reproduce, display, perform, prepare derivative works of, modify, distribute, make, have made, import, export, sell and
otherwise use the Retained Property (including all intellectual property and proprietary rights therein, such as copyrights
and patents obtained with respect to inventions embodied in the Retained Property), and to sublicense any of the foregoing
rights, in connection with the Consultant Work Product or any components or derivatives thereof.


 


7.
Warranties; Indemnification.


 


7.1.
Consultant represents and warrants that:


 


(i)
the Services will be performed in a timely, competent and workmanlike manner by individuals of appropriate training and
experience, and that all work will meet or exceed industry standards.


 


(ii)
the Deliverables and Retained Property do not and will not violate or infringe upon the rights of any third party, including
without limitation, trademark, trade secret, copyright, patent or other proprietary rights of any kind.


 


(iii)
Consultant has the right and authority to grant all of the licenses set forth in this Agreement and that such licenses shall
not violate the rights of any third party.


 


(iv)
the Deliverables, as designed and implemented by Consultant, does not, and shall not, contain any programming devices (e.g.,
viruses, key locks, etc.) which would (a) cause an unforeseen disruption in the performance of the Deliverables, or (b)
permit Consultant personnel or other third parties to access the Deliverables or any of Client’s equipment connected to
the Deliverables without Client’s authorization.


 


(v)
the Deliverables shall perform in material accordance with the mutually agreed upon specifications for at least one hundred
eighty (180) days after acceptance thereof.


 




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7.2.
Consultant will defend, indemnify and hold Client, and its affiliates, members, employees, distributors, and licensees harmless
from and against any and all losses, costs, damages, liabilities, claims or expenses in connection with third party claims arising
out of any breach of the representations and warranties set forth in Section 7.1(ii) or (iii).


 


8.
Confidential Information.


 


8.1.
Each party acknowledges that it will have access to certain confidential information of the other party concerning the other party’s
business, plans, employees, and other information held in confidence by the other party (“Confidential Information”).
Confidential Information will include all information in tangible or intangible form that is marked or designated as confidential
or that, under the circumstances of its disclosure, should be considered confidential. Client’s Confidential Information
includes, without limitation: (a) information meeting the foregoing requirements that Consultant may receive or access from current,
former or prospective Client members; (b) any laboratory data provided to Consultant for use under this Agreement and any business
plans related to commercialization or distribution of any Deliverables, regardless of whether or not marked confidential; and
(c) the Deliverables and all work-in-progress related thereto. Each party agrees that it will not use in any way, for its own
account or the account of any third party, except as necessary to meet its obligations under this Agreement, nor disclose to any
third party (except as required by law or to that party’s attorneys, accountants and other advisors as reasonably necessary),
any of the other party’s Confidential Information and will take reasonable precautions to protect the confidentiality of
such information, at least as stringent as it takes to protect its own Confidential Information.


 


8.2.
Information will not be deemed Confidential Information hereunder if such information: (i) is known to the receiving party prior
to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality
to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly
or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly
known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; or (iv)
is independently developed by the receiving party. The receiving party may disclose Confidential Information pursuant to the requirements
of a governmental agency or by operation of law, provided, however, that the receiving party shall give the disclosing party prompt
notice, and shall use its reasonable efforts to cooperate with the disclosing party, at the disclosing party’s cost, if
the disclosing party wishes to obtain a protective order or otherwise protect the confidentiality of such Confidential Information.


 


8.3.
In the event of any improper disclosure or loss of Confidential Information, the receiving party shall immediately notify the
disclosing party.


 


8.4.
Consultant shall not make any public statements or issue any press releases about this Agreement, any Engagement hereunder or
the status thereof without Client’s prior approval unless such statements simply confirm the information previously publicly
disclosed by Client. In the event that Client requests Consultant to participate in meetings with, or independently meet/interview,
third parties, the parties shall mutually agree upon the statement describing Consultant’s involvement and role in the applicable
project.


 




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8.5.
Each party acknowledges that any breach of any provision of this Section by either party, or its Personnel, will cause immediate
and irreparable injury to the non-breaching party, and in the event of such breach, the injured party shall be entitled to seek
injunctive relief in addition to any and all other remedies available at law or in equity.


 


9.
Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida
and exclusive jurisdiction for any dispute arising out of this Agreement shall be the courts located in Miami Dade, Florida.
Each party hereby irrevocably consents to the personal jurisdiction of such courts.


 


10.
Assignment. This Agreement and the rights and obligations herein may not be transferred or assigned by Consultant without
the prior written consent of Client.


 


11.
Miscellaneous. This Agreement constitutes the entire understanding and agreement of the parties with respect to its
subject matter, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect
to such subject matter. No delay or failure by either party to exercise or enforce at any time any right or provision of this
Agreement will be considered a waiver thereof of such party’s rights thereafter to exercise or enforce each and every right
and provision of this Agreement. No single waiver will constitute a continuing or subsequent waiver. No waiver, modification or
amendment of any provision of this Agreement will be effective unless it is in writing and signed by the parties, but it need
not be supported by consideration. If any provision of this Agreement, or the application thereof, shall for any reason and to
any extent be determined by any tribunal of competent jurisdiction to be invalid or unenforceable, the remaining provisions of
this Agreement shall be interpreted so as best to reasonably effect the intent of the parties. The parties further agree that
any such invalid or unenforceable provisions shall be deemed replaced with valid and enforceable provisions that achieve, to the
extent possible, the business purposes and intent of such invalid and unenforceable provisions. Neither party shall be considered
to be in default in the performance of its obligation under this Agreement, to the extent that the performance of any such obligation
is prevented or delayed by acts or events, which are beyond the reasonable control of the affected party. Such acts or events
shall include but not be limited to acts of God, civil or military authority, civil disturbance, war, strikes, fires, other catastrophes,
or other “force majeure” events beyond the parties’ reasonable control. The parties shall be deemed to be independent
contractors and neither party shall be considered or permitted to be an agent, servant, joint venture or partner of the other.
This Agreement may be executed by facsimile in two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same agreement. The provisions contained in Sections 5.4, 6, 7.2 and 8-11 shall survive
expiration or termination of this Agreement.


 




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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year above set forth.


 


	Conversion
    Labs Inc.	 	Auxo
    Technology Labs LLC
	 	 	 	 	 
	By:	/s/
    Justin Schreiber	 	By:	/s/
    Ralph Musgrove
	Name:	Justin
    Schreiber	 	Name:	Ralph
    Musgrove
	Title:	CEO	 	Title:	Managing
    Member


 




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EXHIBIT
A


 


Statement
of Work (SOW) #1


 


EXHIBIT
A - Pricing


Payment
Terms:


 


	 	1.	Initial
    Payment. Client will pay $55,000 to Consultant upon execution of this Consulting Agreement. 
	 	2.	Option
    Payment. Upon delivery of the TeleHealth Patform, Client shall issue Consultant 500,000 (five hundred thousand) stock
    options at a strike price of 23 cents with the options vesting after 2 years or the stock price reaching $1 (one dollar),
    whichever comes first.
	 	3.	Monthly
                                                         Payments. Client shall pay Consultant monthly payments in the aggregate amount of Ninety Five Thousand Dollars
                                                         ($95,000.00) by making payments of Two Thousand Five Hundred Dollars ($2,500.00) on the first day of each month for the next
                                                         38 months. All payments are to be made by wire-transfer to Chase Bank, Acct. Number: 268393235, Routing Number:
                                                         267084131, Account Name: Auxo Technology Labs, LLC.



 


	ConversionLabs
    Inc.	 	Auxo
    Technology Labs, LLC
	 	 	 	 	 
	By:	                       	 	By:	                
	 	 	 	 	 
	Name:
    	 	 	Ralph Musgrove
	 	 	 	 	 
	Title:	 	 	Director	 


 




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