Exhibit
10.1


 


CONSULTING
AGREEMENT


 


This
Consulting Agreement (this “Agreement”) is entered into on April 29, 2020, and is effective as of May 1, 2020 (the “Effective
Date”), by and between Judy Krandel (the “Consultant”) and Recruiter.com Group, Inc. (the “Company”).
The Company and the Consultant are sometimes referred to individually as a “Party” and collectively as the “Parties.”


 


WHEREAS,
the Company desires to retain the Consultant as an independent consultant to provide services to the Company according to the
terms of this Agreement;


 


NOW,
THEREFORE, in consideration of the promises, warranties and representations herein contained, and for other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:


 


	1.	DUTIES
                                         AND SERVICES. The Company hereby engages the Consultant, and the Consultant hereby
                                         accepts engagement as a consultant. It is understood and agreed, and it is the express
                                         intention of the Parties to this Agreement that the Consultant is an independent contractor
                                         and not an employee of the Company for any purpose whatsoever. The Consultant shall perform
                                         all duties and obligations to the extent reasonably required in the conduct of their
                                         business with the Company, including, but not limited to, the following:



 


		1)	Serve
                                         as and carry the title of Chief Financial Officer with duties and responsibilities, which
                                         are customary for such an executive officer of a public company.



 


		2)	Drive
                                         the successful delivery across the following key priorities:



 


		a)	Cash
                                         management, AP/AR, align all financial operations to be able to report weekly. This includes
                                         managing the current controller and other financial and accounting personnel.



 


		b)	Nasdaq
                                         uplist, a registration statement on Form S-1 and compliance



 


		c)	Corporate
                                         Governance, quarterly shareholder conference calls, preparation for board meeting financials,
                                         SEC filings, shareholder consents, and waivers.



 


		d)	Strategic
                                         acquisitions, liquidity planning, assist in finding additional key executive positions
                                         such as chairman of the board, lead strategic Board Director, and other strategic corporate
                                         development initiatives. Advise and assist in structuring and securing strategic agreements
                                         with potential institutional customers.



 


The
Consultant agrees to promptly perform all services required of the Consultant hereunder in an efficient, professional, trustworthy,
and businesslike manner.


 






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	2.	TERM
                                         & COMPENSATION. The Consultant will be retained as a Consultant and independent
                                         contractor for the Company for six (6) months beginning on the Effective Date (the “Initial
                                         Term”), subject to Section 6. Company may choose to extend the Initial Term only
                                         by informing the Consultant in writing of its desire for a Renewal Term, which will be
                                         for a subsequent twelve (12) month period with compensation to be determined by the Company’s
                                         Board of Directors’ Compensation Committee. For the valuable advice and services to be
                                         provided by the Consultant to the Company under this Agreement, the Company will:



 


		a.	Pay
                                         the Consultant a monthly fixed fee of $5,000;



 


		b.	Issue
                                         the Consultant on the effective date of her appointment as the Chief Financial Officer
                                         of the Company, subject to approval by the Company’s Board of Directors, options to purchase
                                         26,087 shares of the Company’s common stock at an exercise price per share at least equal
                                         to the closing price of the Company’s common stock on OTCQB as of the trading day
                                         immediately preceding the effective date of her appointment (the “Initial Term Options”).
                                         The Initial Term Options shall vest in six (6) equal monthly installments on the last
                                         calendar day of each calendar month, with the first portion vesting on May 31, 2020,
                                         subject to the Consultant serving as the Chief Financial Officer of the Company on each
                                         applicable vesting date. The Initial Term Options shall vest in full the listing of the
                                         Company’s securities on NYSE American or the Nasdaq Capital Market, or any successor
                                         of the foregoing (the “Uplist”); and



 


		c.	Issue
the Consultant on the effective date of her appointment as the Chief Financial Officer of the Company, subject to approval by
the Company’s Board of Directors, options to purchase 431,251 shares of the Company’s common stock at an exercise
price per share at least equal to the closing price of the Company’s common stock on OTCQB as of the trading day immediately
preceding the effective date of her appointment (the “Uplist Options”). The Uplist Options shall vest over a two (2)
year period in equal quarterly installments on the last day of each calendar quarter, with the first portion vesting on the last
day of the calendar quarter during which the Company’s securities begin trading on NYSE American or the Nasdaq Capital Market,
subject to the Consultant serving as the Chief Financial Officer of the Company on each applicable vesting date.



 




	3.	EXPENSES.
                                         In addition to the compensation in Section 2 above, the Company agrees to reimburse
                                         the Consultant, from time to time, for reasonable out-of-pocket expenses incurred by
                                         the Consultant in connection with its activities under this Agreement, provided, however,
                                         the Consultant shall not incur any expense in excess of $1,000 or a total of $2,500 without
                                         the prior written Company consent. These expenses include but are not limited to airfare,
                                         hotel lodging, meals, transportation, outside consultants, printing, and overnight express
                                         mail.



 


	4.	CONFIDENTIALITY.
                                         All knowledge and information of a proprietary and confidential nature relating to
                                         the Company which the Consultant obtains from the Company or the Company’s employees,
                                         agents or other consultants shall be for all purposes regarded and treated as strictly
                                         confidential for so long as such information remains proprietary and confidential and
                                         shall be held in trust by the Consultant solely for the Company’s benefit and use and
                                         shall not be directly or indirectly disclosed by the Consultant to any person without
                                         the prior written consent of the Company, which consent may be withheld by the Company
                                         in its sole discretion.



 






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	5.	INDEPENDENT
                                         CONTRACTOR STATUS. The Consultant understands that since the Consultant is not an
                                         employee of the Company, the Company will not withhold income taxes or pay any employee
                                         taxes on its behalf, nor will it receive any fringe benefits. The Consultant does hereby
                                         agree to indemnify and hold harmless the Company from and against any and all claims,
                                         liabilities, demands, losses or expenses incurred by the Company if (1) the Consultant
                                         fails to pay any applicable income and/or employment taxes (including interest or penalties
                                         of whatever nature), in any amount, relating to the Consultant’s rendering of consulting
                                         services to the Company, including any attorney’s fees or costs to the prevailing Party
                                         to enforce this indemnity or (2) the Consultant takes any action or fails to take any
                                         action in accordance with the Company’s instructions. The Company shall indemnify the
                                         Consultant for any claim, action, or proceeding asserted or instituted by a third-party
                                         and relating to any act or omission of the Consultant that was undertaken in good faith,
                                         within the scope of her duties, and which was done or omitted without neglect and/or
                                         which satisfied her fiduciary duties. The Company’s indemnification obligation does not
                                         pertain to any action or disputes between the Parties. The Consultant shall also be responsible
                                         for obtaining workers’ compensation insurance coverage and agrees to indemnify, defend
                                         and hold the Company harmless of and from any and all claims arising out of any injury,
                                         disability or death of the Consultant.



 


	6.	TERMINATION.
                                         Either Party may terminate this Agreement at any time without cause by giving thirty
                                         (30) days written notice to the other Party. Should the Consultant default in the performance
                                         of this Agreement or materially breach any of its provisions, the Company may, in its
                                         sole discretion, terminate this Agreement immediately upon written notice to the Consultant.
                                         If this agreement is terminated for any reason, the Consultant shall have no right to
                                         any stock options that have not vested pursuant to Section 2 of this Agreement as of
                                         the effective date of termination.



 


	7.	NO
THIRD-PARTY RIGHTS. The Parties warrant and represent that they are authorized to enter into this Agreement and that no third
parties, other than the Parties hereto, have any interest in any of the services or the stock options contemplated hereby.



 




		8.	ABSENCE
OF WARRANTIES AND REPRESENTATIONS. Each Party hereto acknowledges that they have signed this Agreement without having relied
upon or being induced by any agreement, warranty, or representation of fact or opinion of any person not expressly set forth herein.
All representations and warranties of either Party contained herein shall survive its signing and delivery.



 




	9.	GOVERNING
LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.



 


	10.	ATTORNEY’S
FEES. In the event of any such controversy, claim or dispute between the Parties hereto, arising out of or in any manner relating
to this Agreement, including an attempt to rescind or set aside, each party pays its own legal expenses, except as provided in
Section 5.



 




		11.	ARBITRATION.
Any controversy between the Parties regarding the construction or application of this Agreement, any claim arising out of
this Agreement or its breach, shall be submitted to arbitration in New York before one arbitrator in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, upon the written request of one Party after service of that request
on the other Party. The cost of arbitration shall be borne by the losing Party.



 




		12.	VALIDITY.
If any paragraph, sentence, term or provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity
or unenforceability shall not affect the validity enforceability of any other paragraph, sentence, term, and provision hereof.



 




		13.	ENTIRE
AGREEMENT. This Agreement contains the entire understanding of the Parties and cannot be altered or amended except by an amendment
duly executed by all Parties hereto. This Agreement shall be binding upon and inure to the benefit of the successors, assigns,
and personal representatives of the Parties.



 


		14.	NOTICE.
Any notice or communication permitted or required hereunder shall be in writing and shall be delivered in person or by courier,
or emailed to the applicable email address set forth below. Notices shall be effective upon actual receipt.





 






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IN
WITNESS WHEREOF, the Parties hereto have executed this Consulting Agreement effective as of the date first written above. This
Consulting Agreement shall not be considered in effect until the Board of Directors of Recruiter.com and any and all necessary
stakeholders have granted their consent.


 


	Judy Krandel	 
	 	 
	By:	/s/ Judy Krandel	 
	Name:	Judy Krandel	 



 


	ADDRESS:	 	 
	 	 
	CITY:	 	 
	 	 
	STATE:	 	 
	jkrandel@gmail.com	 



 


	Recruiter.com Group, Inc.	 
	 	 
	BY:	/s/ Evan Sohn	 
	Name:	Evan H. Sohn, Executive Chairman	 
	Email:	evan.sohn@gmail.com	 




 


 


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