Exhibit
10.18


 


CONSULTING
AGREEMENT


 


This
Consulting Agreement (the "Agreement") is dated as of October l, 2017, with exclusive effectiveness as of October 1,
2017 (the "Effective Date"), by and between OXYS Corp. 705 Cambridge STR Cambridge, MA 02141 (the "Company"),
and DATHNA Partners LLC, having an address at 40 Richards Road, Port Washington, NY 11050 (the "Consultant") (collectively
the "Parties").


 


WHEREAS,
the Company owns and operates a business, and Consultant is an experienced financial professional; and


 


WHEREAS,
the Company desires to retain Consultant, and Consultant desires to be retained by the Company;


 


NOW,
THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be
legally bound hereby, the Company and Consultant hereby agree as follows:


 


Section l.           Engagement
of Services


 


1.1      Scope
of Services. The Company has requested Consultant and Consultant has agreed to provide introductions to financial institutions.


 


Section 2.          Term
of Agreement


 


2.1       Term.
The exclusive engagement of the Consultant hereunder by the Company shall commence as of the Effective Date and shall continue
for a three month period ending January I, 2018, unless extended by mutual written agreement of the Parties.


 


Section
3.          Compensation


 


3.1       Payment.
In consideration of entering into this Agreement the Company agrees to pay to Consultant 30,000 shares of restricted common
stock of the Company (the "Consultant Shares") which shall be earned in the following manner: 10,000 shares will be
earned by the Consultant on the first day of the month for the period of the contract. (October, November, December). These shares
are presently restricted and there are two mechanisms available for removing the restriction: i) Rule 144 which becomes available
July 28, 2018, and ii) an S1 registration for all shares. The company agrees that all shares issued to the Consultant will be
included in any upcoming S1 registration that the Company may undertake.


 


Section
5.          Exclusivity


 


5.1      Exclusivity.
This agreement shall entitle DATHNA Partners LLC. the exclusive right to act as sole representative of the company for the
purpose of introductions to professional advisory and introductory services.


 





Section 6.          Independent
Contractor


 


6.1      Independent
Contractor. Consultant shall be an independent contractor in the performance of the consulting
services contemplated hereunder. This Agreement shall not be interpreted as creating an association, joint venture, or partnership
relationship between the Parties or as imposing any employment, or partnership obligation, or liability on any party. The Company
shall not, and shall not have any obligation to, withhold or pay income tax, workers compensation, pension, deferred compensation,
welfare, insurance, and other employee taxes on behalf of Consultant. Any and all sums subject to deductions, if any, required
to be withheld and/or paid under any applicable state, federal or municipal laws or union or professional guild regulations shall
be Consultant's sole responsibility and Consultant shall indemnify and hold Company harmless from any and all damages, claims
and expenses arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with
said payments.


 


 


 






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Section 7.           Indemnification


 


7.1       Indemnification.
The Company hereby agrees to indemnify, hold harmless and provide contribution and reimbursement to, Consultant pursuant
to this Agreement. to the fullest extent permitted by applicable law from and against any and all claims, demands,  losses, liability,
damages or expenses (including reasonable attorneys' fees) that may be incurred by the Consultant or arise in any way from Consultant's
engagement of services on behalf of the Company, including but not limited to, dealings with any and all employees or staff, clients
or potential clients, or other individuals or entities with which the Company and/or Consultant may interact, and reliance by
Consultant on any documents and information provided by the Company in connection with the consulting services, provided, however,
that the Company will not be liable for claims, demands, losses, liability, damages or expenses that arise from the gross negligence
or willful misconduct of the Consultant.


 


Section
8.     General Provisions


 


8.1      
Governing Law. The Parties acknowledge and agree that the validity, construction, enforcement, and interpretation
of this Agreement shall be governed by the Laws of the State of New York and the federal laws of the United States of America,
without regard to the conflict of laws principles thereof.


 


8.2       Entire
Agreement. This Agreement sets forth the entire understanding and agreement of the Parties as to the subject matter of this
Agreement and supersedes any previous or contemporaneous agreement, representation, or understanding, whether oral or written,
by either Party. Notwithstanding the foregoing, Consultant acknowledges that it is a party to a certain Non-Disclosure Agreement
with the Company dated as of the date hereof, the terms of which shall apply to this Agreement. In the event of any conflict between
the Non-Disclosure Agreement and this Agreement, the Non-Disclosure Agreement shall govern.


 


8.3     
No Oral Modification. Any extension, amendment, modification, cancellation or termination of this Agreement shall
be valid only if it is in writing and signed by each Party to it. In the case of the Company, the writing must be signed by its
President.


 


8.4      
Counterparts. This Agreement may be executed in two or more counterparts,  each of which shall be deemed an original
and have the same force and effect, and all of which taken together shall constitute one and the same agreement, it being understood
that both Parties need not sign the same counterpart.


 


8.5      
Severability. If any term or other provision of this Agreement is determined by a court of competent jurisdiction
or arbitrator to be invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other conditions
and provisions of this Agreement shall nevertheless remain in full force and effect, and the Parties acknowledge and consent that
the court or arbitrator may revise such language as necessary to effect the intent of the Parties and this Agreement.


 


8.6      
Notices. Any notice or other communication required or permitted to be given under this Agreement shall be in writing
and shall be delivered (i) by mail, postage prepaid and registered or certified with return receipt requested, (ii) by overnight
courier, (iii) by facsimile or email, or (iv) by delivering the same in person. Notices shall be sent to the last known addresses
of the Parties or to such other address or addresses as any Party may designate by notice as provided above.


 


8.7      
Binding Authority and Effect. The
Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company
and all who may claim through it to the terms and conditions of this Agreement Consultant represents and warrants that it has
the authority to act on behalf of the Consultant and to bind the Consultant and all who might claim through it to the terms and
conditions of this Agreement.


 


 


 






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IN WITNESS WHEREOF, the
Parties have executed this Agreement as of the date first above written.


 


 





	 	OXYS, Corp.
	 	 	 
	 	 	 
	 	By:	/s/ Giro DiBiase
	 	Name:	Giro DiBiase
	 	Title:	CEO
	 	 	 
	 	DATHNA PARTNERS LLC
	 	 	 
	 	By:	/s/ Louis Rabman
	 	Name:	Louis Rabman
	 	Title:	President



 


 


 


 


 


 


 


 


 






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