Exhibit 10.1


 


This EMPLOYMENT AGREEMENT
(the “Agreement”) is made and entered into as of the 1st day of July 2021 (the “Effective
Date”), by and between BoxScore Brands, Inc., a Delaware corporation (the “Company”), and Patrick Avery,
an individual (the “Employee”).


 


1. Employment Period. The
Company hereby agrees to employ the Employee as its Chief Operating Officer. The Employee, in such capacity, agrees to provide services
to the Company for the term beginning on the Effective Date (the “Commencement Date”) and ending July 1, 2023, unless
earlier terminated in accordance with this Agreement (the “Initial Term”).


 


This Agreement shall be extended
for additional one year terms (each such term, a “Renewal Term”), unless either the Board of Directors of the Company
(the “Board”) or the Employee objects to such extension by delivering written notice to the other party at least ninety
(90) days prior to the expiration of the Initial Term or the applicable Renewal Term. Such notice, if given by either party and not
withdrawn prior to the end of the applicable year, shall be deemed a termination of Employee’s employment by the party who delivered
such notice under this Agreement. The Initial Term and each Renewal Term shall be collectively referred to herein as the “Employment
Period”.


 


2. Performance of
Duties. The Employee agrees that while he is employed by the Company, he shall devote sufficient of his working time, energies
and talents in order to perform the duties typically performed by a Chief Operating Officer of a public company It is understood by both
the Employee and the Company that the Employee’s time devoted to performing the Duties assigned to him need not be on a “full-time”
basis. For the sake of further clarification, so long as same is disclosed in writing to the Board (email to be sufficient), the Employee
shall be allowed to engage, undertake or be interested in (whether directly or indirectly) any other employment, business or occupation
and/or become a director or employee or agent or consultant or partner of any other person, officer or company which either individually
or in the aggregate, provided that such employment, business, or occupation does not materially affect the Employee’s ability to
fulfill the duties assigned by the Board in accordance with this Agreement.


 


3. Compensation. Subject
to the terms and conditions of this Agreement, during the Employment Period, the Employee shall be compensated by the Company for his
services as follows:


 


		(a)	He shall receive, for the Initial Term and each Renewal Term,
if any, a rate of salary that is not less than:
	 	 	 



		-	time of signing for 3 months for establishment of company, goals
and plans $7000 per month
	 	 	 



		-	upon fundraising for at least one project, and in development,
salary shall go to $8000 per month.
	 	 	 





Once Boxscore and its resource entity has two or more projects
in funding or development. If there are not sufficient funds to pay the Salary each month, such Salary shall be accrued until sufficient
funding is received by the Company to pay the Salary with such funds. Notwithstanding the foregoing, the accrual of Salary shall not disqualify
the Employee from terminating his employment with the Company under Section 4(c) or otherwise.


 






     


     


    

 


(b) Any employee bonus will
be at the discretion of the Board of Directors and based on financial performance of the company in conjunction with the performance of
the common stock price among other factors deemed reasonable and applicable by the Board of Directors.


 


(c) Employee shall be reimbursed
by the Company for all reasonable business, promotional, travel and entertainment expenses which are pre-approved by the Chairman of the
Board and or full Board of Directors and subsequently incurred or paid by him during the employment period in the performance of his services
under this Agreement that are consistent with the Company’s policies in effect from time to time, provided that the Employee furnishes
to the Company appropriate documentation in a timely fashion required by the Internal Revenue Code in connection with such expenses and
shall furnish such other documentation and accounting as the Company may from time to time reasonably request.


 


(e) He shall be entitled to
all scheduled holidays of the Company, and a minimum of five (5) days of paid vacation per year (subject to increase in the sole discretion
of the Board and subject to Company policy.


 


(f) He shall be eligible to
participate in the benefits made generally available by the Company to the Employee management team, in accordance with the benefit plans
established by the Company, and as may be amended from time to time in the Company’s sole discretion. It is understood by the
employee that all benefits are pre-approved by the Board of Directors.


 


4. Termination. The Employee’s
employment hereunder may be terminated prior to the expiration of the Employment Period under the following circumstances:


 


(a) Death. The Employee’s
employment hereunder shall terminate upon his death.


 


(b) Total Disability.
The Company may terminate Employee’s employment upon the Employee becoming “Totally Disabled.” For purposes of
this Agreement, “Totally Disabled” means any physical or mental ailment or incapacity that would be determined by a
licensed physician in good standing, which has prevented, or is reasonably expected (as determined by a licensed physician in good standing)
to prevent, the Employee from performing the duties incident to the Employee’s employment hereunder which has continued for a period
of either (A) thirty (30) consecutive days or (B) one hundred (100) total days in any twelve (12) month period; provided, however,
that the Employee receives at least fourteen (14) days written notice prior to such termination.


 






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(c) Termination by the
Company for Cause. The Company may terminate Employee’s employment hereunder for “Cause.” For purposes of this
Agreement, “Cause” shall mean:


 


	(i)	any act or omission that constitutes a material breach by the Employee of any of his obligations under this Agreement;  
	 	 
	(ii)	the refusal or failure by the Employee to carry out specific reasonable directions of the Board, which are of a material nature and consistent with the Employee’s position;
	 	 
	(iii)	the refusal or failure by the Employee to satisfactorily perform the Duties reasonably required of him;
	 	 
	(iv)	the Employee engaging in any misconduct, fraud or dishonest action (including, without limitation, theft or embezzlement), violence, threat of violence, or any activity that could result in any violation of federal securities laws, in each case that is injurious to the Company or any of its subsidiaries or affiliates;
	 	 
	(v)	the Employee’s material breach of a written policy of the Company;
	 	 
	(vi)	the conviction of the Employee of, or plea of nolo contendere to, a felony under federal or state law, or a crime involving dishonesty or moral turpitude, or which could reflect negatively upon the Company or otherwise impair or impede its operations (as determined in the reasonable discretion of the Board);
	 	 
	(vii)	any other willful misconduct by the Employee which is materially injurious to the financial condition or business reputation of the Company or any of its affiliates; or,
	 	 
	(viii)	insolvency of the Company through the protection of the bankruptcy codes, assignment for the benefit of creditors (ABC), or any and all public or private insolvency options available to the Company.



 


Notwithstanding the foregoing, “Cause”
for termination shall not be deemed to exist with respect to the Employee’s acts as described in subsections (i),
(ii), (iii), (iv), (v), or (vii) above, unless the Company shall have given written notice to the Employee within a period not to exceed
fifteen (15) days of the Company’s knowledge of the initial existence of the occurrence, specifying the “Cause” with
reasonable particularity and, within fifteen (15) days after such notice, the Employee shall not have cured or eliminated the problem
or thing giving rise to such “Cause;” provided, however, no more than two (2) cure periods need be
provided during any twelve (12) month period. For the avoidance of doubt, Employee shall not be afforded any cure period with respect
to the acts described in subsections (vi), or (viii) or above.


 






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(d) Termination by Employee
for Good Reason. Employee may terminate his employment with the Company for Good Reason. For purposes of this Agreement, “Good
Reason” shall mean a termination by the Employee of his employment with the Company due to a breach by the Company of its material
obligations under this Agreement, including without limitation the failure to pay the Employee’s Salary, regardless of whether Salary
is accruing, or any other agreement to which Employee and Company are both parties; provided, however, that (i)
the Employee provides written notice to the Company specifying in reasonable detail the circumstances claimed to provide the basis for
such termination within thirty (30) days following the Employee’s knowledge of the occurrence of such events, (ii) if such circumstances
are correctable, the Company fails to correct the circumstances set forth in Employee’s notice of termination within thirty (30)
days of receipt of such notice, and (iii) the Employee actually terminates employment within sixty (60) days following such knowledge
of the occurrence.


 


(e) Voluntary Termination.
Either party may terminate Employee’s employment hereunder at any time by providing written notice to the other at least sixty (60)
days prior to the voluntary termination of employment.


 


(f) Notice of Termination. Any
termination by the Company or by the Employee under this Agreement shall be communicated by written notice to the other party.


   


5. Obligations and
Compensation Following Termination of Employment. In the event that Employee’s employment hereunder is terminated, Employee
shall have the following obligations and shall be entitled to the following compensation and benefits upon such termination, and nothing
else:


 


(a) In the event that (A) Employee
terminates his employment for Good Reason in accordance with Section 4(d) above, or (B) the Company voluntarily terminates Employee per
4(e) above, but in any event, subject to the Employee’s compliance with the provisions contained in Sections 5(d) and 5(e), the
Company shall pay to the Employee: (i) any accrued but unpaid Salary for services rendered to the date of termination; and (ii) two months
of Employee’s Salary at the time of such termination.


 


(b) Termination due
to Death or Total Disability. In the event that the Employee’s employment is terminated due to the Employee’s death
or by the Company as a result of the Employee being deemed to be Totally Disabled, the Company shall pay to the Employee the following
amounts and nothing else: (i) any accrued but unpaid Salary for services rendered to the date of termination; and (ii)
an amount equal to the Salary at the time of such termination, payable each month, over a six month period beginning thirty (30) days
after the date of such termination in accordance with Section 3(a) above.


 


(c) Termination by the
Company for Cause or Voluntary Termination by Employee other than for Good Reason. In the event that Employee’s employment
is terminated by the Company for Cause pursuant to Section 4(c) above, or due to the Employee’s voluntary resignation other than
for Good Reason pursuant to Section 4(e) above, the Company shall pay to the Employee any accrued but unpaid Salary for services rendered
to the date of termination and nothing else.


 






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(d) Return of Company
Property. In the event that Employee’s employment is terminated for any reason, the Employee (or his estate or legal representative,
as the case may be) shall be obligated to immediately return all properly of the Company or any of its affiliates in his (or their) possession
as of the date of termination, including, but not limited to, (i) cell phones, personal computers or other electronic devices provided
by the Company, including all files resident on such devices; (ii) all memoranda, notes, records, files or other documentation, whether
made or compiled by the Employee alone or in conjunction with others (regardless of whether such persons are employed by the Company);
(iii) all proprietary or other information of the Company and its affiliates (originals and all copies) which is in the Employee’s
control or possession (or that of his estate or legal representative, as the case may be); and (iv) any and all other property of the
Company and its affiliates which is in the Employee’s control or possession (or that of his estate or legal representative, as the
case may be), whether directly or indirectly.


 


(e) Transition Services.
In the event that either (i) the Employee’s employment is terminated in accordance with Section 4(e) above, or (ii) the Employment
Period expires pursuant to either party’s non-renewal thereof, the Employee agrees that after the date of such termination or expiration,
as applicable, he shall, for a period not to exceed ninety (90) days from the effective date of his termination, take all actions as reasonably
requested by the Company in order to transition all of his former job duties and responsibilities to his successor, and the Company shall
compensate the Employee for such services at the pro rata hourly rate of the Employee’s Salary as of the date of the date of the
Employee’s termination. For the sake of clarity, such compensation shall be in addition to any compensation owed to Employee, if
any, under Section 5(a) above.


 


6. Covenants of Employee. The Employee
covenants and agrees that:


 


(a) Confidential Information.
During the Employment Period and for a period of one (1) year thereafter, the Employee shall keep secret and retain in strictest confidence,
and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its
affiliates, all confidential matters relating to the Company’s business or to the Company and its affiliates learned by the Employee
heretofore or hereafter directly or indirectly from the Company and its affiliates, including, without limitation, information with respect
to (a) operations, (b) sales figures, (c) profit or loss figures and financial data, (d) costs, (e) customers, clients, and customer lists
(including, without limitation, credit history, repayment history, financial information and financial statements), and (f) plans (collectively,
the “Confidential Information”) and shall not disclose such Confidential Information to anyone outside of the Company
and its affiliates except with the Company’s express written consent and except for Confidential Information which (1) is at the
time of receipt or thereafter becomes publicly known through no wrongful act of the Employee, (2) is received from a third party not under
an obligation to keep such information confidential and without breach of this Agreement, (3) was already in the possession of the Employee
prior to its disclosure by the Company pursuant to this Agreement, (4) is disclosed pursuant to any request or requirement by law, rule,
regulation, governmental or regulatory authority, or any other legal proceeding. The Employee further agrees that he shall not make
any statement or disclosure that (a) would be prohibited by applicable Federal or state laws or (b) is intended or reasonably likely to
be detrimental to the Company or any of its subsidiaries or affiliates. 


 






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(b) Non-Solicitation. During
the Employment Period and for a six-month period thereafter (the “Restricted Period”), the Employee shall not, without
the Company’s prior written consent, directly or indirectly, knowingly solicit or encourage any employee of the Company to leave
the employment of the Company or hire or participate in hiring any employee who has left the employment of the Company during the Restricted
Period or the six (6) month period prior to the beginning of the Restricted Period.


(c) Non-Compete.


 


(i) During the Employment Period and for a
period of one (1) year thereafter, the Employee expressly shall not, directly or indirectly, without the prior written consent of
the Board, own, manage, operate, join, control, franchise, license, receive compensation or benefits from, or participate in the
ownership, management, operation, or control of, or be employed or be otherwise connected in any manner with, a Competitive
Business; provided, however, that the foregoing shall not prohibit the Employee from acquiring, solely as an
investment and through market purchases, securities of any entity which are registered under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934 and which are publicly traded, so long as the Employee is not part of any control group of such
entity and such securities, alone or if converted, do not constitute more than five percent (5%) of the outstanding voting power of
that entity. For purposes of this Section 6(c), Competitive Business means specific minerals or metals, currently being
developed or produced by Boxscore, at the time Avery leaves. Company recognizes that Avery works, and will continue to work in the
mining and minerals business, but not in direct competition with Boxscore resources or projects. Strike “Competitive
Business” means any enterprise in the business that markets, sells, or distributes, via vending kiosks, products or
services that are the same or similar to the products or services the Company markets, sells, or distributes.


 


(ii) Employee recognizes
that the Confidential Information is of a special, unique, unusual, extraordinary and intellectual character giving it a peculiar value,
the disclosure of which cannot be reasonably or adequately compensated for in damages, and in the event of a breach of this Agreement
by Employee the Company shall, in addition to all other remedies available to it, be entitled to seek equitable relief by way of an injunction
and any other legal or equitable remedies. Anything to the contrary herein notwithstanding, the Company may seek such equitable relief
in any federal or state court in New York and Employee hereby submits to exclusive jurisdiction in those courts for purposes of this Section
(6)(c)(ii). Such exclusive jurisdiction of courts in New York shall not affect a court’s ability to award equitable relief
as provided in Section 7(a) of this Agreement.


 


(d) Records. All
memoranda, notes, lists, records and other documents (and all copies thereof) made or compiled by the Employee or made available to the
Employee by the Company concerning the Company’s business or the Company shall be the Company’s property and shall be delivered
to the Company at any time on request.


 






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(e) Acknowledgment. Employee
acknowledges and agrees that the restrictions set forth in this Section 6 are critical and necessary to protect the Company’s legitimate
business interests (including the protection of its Confidential Information); are reasonably drawn to this end with respect to duration,
scope, and otherwise; are not unduly burdensome; are not injurious to the public interest; and are supported by adequate consideration. Employee
also acknowledges and agrees that, in the event that Employee breaches any of the provisions in this Section 6, the Company may suffer
immediate, irreparable injury and will, therefore, be entitled to seek injunctive relief, in addition to any other damages to which it
may be entitled, as well as the costs and reasonable attorneys’ fees it incurs in enforcing its rights under this Section 6. Employee
further acknowledges that any breach or claimed breach of the provisions set forth in this Agreement may not be a defense to enforcement
of the restrictions set forth in this Section 6.


 


(f) Cessation of Payments
and Benefits Upon Breach. Company’s obligations to make any payments or confer any benefit under this Agreement, other
than to pay for all compensation and benefits accrued but unpaid up to the date of termination, will automatically and immediately terminate
in the event that Employee breaches any of the restrictive covenants in this Section 6; provided, however, that
Company provides written notice to Employee specifying in reasonable detail the circumstances claimed to provide the basis for such breach.


 


7. Rights and Remedies
Upon Breach of Restrictive Covenants. If the Employee breaches, or threatens to commit a breach of, any of the provisions of
Section 6 (the “Restrictive Covenants”), the Company shall have the following rights and remedies (upon compliance
with any necessary prerequisites imposed by law upon the availability of such remedies), each of which rights and remedies shall be independent
of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights
and remedies available to the Company under law or in equity:


 


(a) The right and remedy to
seek to have the Restrictive Covenants specifically enforced by any court having equity jurisdiction, including, without limitation, the
right to an file against the Employee restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations,
threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or
threatened breach may cause irreparable injury to the Company and that money damages may not provide an adequate remedy to the Company;
and


 


(b) The right and remedy to
seek to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other
benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach
of the Restrictive Covenants.


 


8. Indemnification.


 


(a) The Company shall defend
and indemnify Employee to the fullest extent permitted by Delaware against all claims, actions, costs, expenses, liabilities, and losses
(including without limitation, attorneys’ fees, judgments, fines, penalties, and ERISA excise taxes), incurred by Employee in connection
with an Identifiable Proceeding that arises from or relates to any acts, events, or omissions that occur on or after the Effective Date
of this Agreement. Notwithstanding anything contained herein to the contrary, the Company is not obligated to indemnity Employee
for any claims, actions, costs, expenses, liabilities, and/or losses that result from Employee’s fraud or intentional misconduct.
For purposes of this Section 8, “Identifiable Proceeding” shall mean any identifiable action, suit, or proceeding,
whether civil or criminal, administrative or investigative, in which Employee is made a party to, or a witness in, such action, suit,
or proceeding by reason of the fact that Employee is or was an officer, director or employee of the Company or is or was serving as an
officer, director, shareholder, employee, trustee, or agent of any other entity at the request of the Company. Company to the extent
it has or obtains insurance during Employee’s employment, shall extend such coverage to Employee. Company shall utilize its best
efforts to, within sixty (60) days from the Effective Date, obtain appropriate insurance policies, including but not limited to director’s
and officer’s liability and general liability policies.


 






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(b) The Company shall reimburse
Employee all reasonable costs and expenses incurred in connection with an Identifiable Proceeding within twenty (20) days after receipt
by the Company of a written request for such reimbursement. Such request shall include an itemized list of the costs and expenses
incurred in connection with the Identifiable Proceeding. Employee shall promptly repay the amount of such reimbursement if ultimately
it shall be determined that Employee is not permitted to be indemnified against such costs and expenses under applicable law. If
Employee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Employee should
be indemnified under applicable law, as provided in this Section 8, then Employee shall not be required to reimburse the Company
for any expense or cost until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom
have been exhausted or have lapsed). Employee’s obligation to reimburse the Company, for expense advances shall be unsecured
and no interest shall be charged thereon.


 


(c) The Company shall not settle
any Identifiable Proceeding or claim in any manner which would impose on Employee any penalty or limitation without Employee’s prior
written consent. Employee will not withhold consent to any proposed settlement of an Identifiable Proceeding unreasonably.


 


9. Successors; Assignment. This
Agreement shall be binding on, and inure to the benefit of, each of the parties and their permitted successors and assigns. This
Agreement may be assigned by the Company to a successor in interest in connection with a sale of all or substantially all of the assets
or securities of the Company.


 


10. Severability; Blue Penciling.


 


(a) The Employee acknowledges
and agrees that (i) he has had an opportunity to seek advice of counsel in connection with this Agreement and (ii) the Restrictive Covenants
are reasonable in geographical and temporal scope and in all other respects. If it is determined that any of the provisions of this
Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder
of the provisions of this Agreement shall not thereby be affected and shall be given full effect, without regard to the invalid portions.


 






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(b) If any court determines
that any of the covenants contained in this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof,
is unenforceable because of the duration or geographical scope of such provision, the duration or scope of such provision, as the case
may be shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable
and shall be enforced.


 


11. Waiver of Breach. The
waiver by either the Company or the Employee of a breach of any provision of this Agreement shall not operate as or be deemed a waiver
of any subsequent breach by either the Company or the Employee.


  


12. Notice. Any
notice to be given hereunder by a party hereto shall be in writing and shall be deemed to have been given when deposited in the U.S. mail,
certified or registered mail, postage prepaid:


 


(a) to the Employee addressed as follows:



 


Patrick Avery


_________________


_________________


 


with a copy to:


ldrsolution13@gmail.com 


 


(b) to the Company addressed as follows:



 


BoxScore Brands, Inc.


3275 S. Jones Blvd


Suite 104


Las Vegas, NV 89146


 


And


 


Andrew Boutsikakis


andrew@boxscorebrands.com


 


Jared I. Levinthal, via email


levinthal@lightfootlaw.com


 


Jay Hentchel, via email


jayhentschel@yahoo.com


 


Patrick White, via email


patrickw@rochester.rr.com


 


13. Amendment. This
Agreement may be amended only by mutual agreement of the parties in writing.


 






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14. Applicable Law. The
provisions of this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without
regard to the conflicts of laws principles thereof. Any dispute is to be resolved exclusively in the courts of the State of New York.


 


15. Interpretation. This
Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. Sections and section
headings contained in this Agreement are for reference purposes only, and shall not affect in any manner the meaning or interpretation
of this Agreement. Whenever the context requires, references to the singular shall include the plural and the plural the singular.


 


16. Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement, but all of which
together shall constitute one and the same instrument.


 


17. Authority. Each
party represents and warrants that such party has the right, power and authority to enter into and execute this Agreement and to perform
and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation
of such party and is enforceable in accordance with its terms.


 


18. Entire Agreement. This
Agreement is intended to be the final, complete, and exclusive statement of the terms of Employee’s employment by the Company and
may not be contradicted by evidence of any prior or contemporaneous statements or agreements, except for agreements specifically referenced
herein. To be clear, neither Company or Employee are relying on any representation or warranty other than those representations and
warranties contained herein. To the extent that the practices, policies or procedures of the Company, now or in the future, apply to Employee
and are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. Any subsequent change in Employee’s
duties, position, or compensation will not affect the validity or scope of this Agreement.


 


[remainder of page intentionally left blank; signature
page to follow]


 




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[Signature Page to Employment Agreement]


 


IN WITNESS WHEREOF, the Employee
and the Company have executed this Employment Agreement as of the Effective Date.


 


	 	“Employee”
	 	 
	 	 
	 	Patrick Avery
	 	 
	 	“Company”
	 	 
	 	
    BoxScore Brands, INC.

    

    

	 	 
	 	/s/ Andrew Boutsikakis
	 	Name: Andrew Boutsikakis
	 	Title: BOARD MEMBER
	 	 
	 	 
	 	Name: Jay Hentschel
	 	Title: BOARD MEMBER
	 	 
	 	 
	 	
    Name: Patrick White

    Title: BOARD MEMBER

	 	 
	 	 
	 	
    Name: Jared Levinthal, ESQ

    Title: BOARD MEMBER



 


 

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