ADVISORY
BOARD AGREEMENT


 


THIS
ADVISORY BOARD AGREEMENT is made effective as of September 17, 2015, (the


"Effective
Date") by and between Lans Holdings, Inc., a Nevada corporation (the "Company"), and Dave Christensen of Enterprise
Technology Consulting, Inc. (the "Advisor") with offices at


6841
W. Dale Lane, Peoria, AZ 85383.


 


RECITALS


 


A.
Company desires to obtain the services of Advisor to serve on the Company’s Board of


Advisors
(the “AB”), and the Advisor desires to serve on the AB, upon the following terms and


conditions.


 


B.
Company has spent significant time, effort, and money to develop certain Proprietary


Information
(as defined below), which Company considers vital to its business and goodwill.


 


C.
The Proprietary Information may necessarily be communicated to or received by Advisor in


the
course of serving on the AB for the Company, and Company desires to obtain the Services


of
Advisor, only if, in doing so, it can protect its Proprietary Information and goodwill.


 


D.
Company does not, however, desire to receive from Advisor, or for Advisor to either induce


the
use of or use in connection with the performance of the Services, any information which is


confidential
to or ownership of which resides in a third party, whether acquired either prior to or


subsequent
to Advisor's retention hereunder.


 


AGREEMENT


 


NOW,
THEREFORE, the parties hereto hereby agree as follows:


 


1.
Advisory Board Member. Company hereby retains Advisor to serve on its Advisory Board.


The
term of this Agreement (the “Term”) shall be the period commencing on the Effective Date and terminating upon three
(3) days prior written notice delivered by either party to the other for any reason.


 


Upon
any termination of the Services as provided in the preceding sentence, this Agreement shall terminate except that the provisions
set forth in Sections 2.b, 4 and 6 of this Agreement shall survive such termination.


 


2.
Position, Duties, Responsibilities.


 


a.
Duties. Advisor shall perform those services (“Services”) as reasonably requested by the Company from time to
time, including but not limited to the Services described on Exhibit A attached hereto. Advisor shall devote Advisor's commercially
reasonable efforts and attention to the performance of the Services for the Company on a timely basis. Advisor shall also make
himself available to answer questions, provide advice and provide Services to the Company upon reasonable request and notice from
the Company.


 


b.
Independent Contractor; No Conflict. It is understood and agreed, and it is the


intention
of the parties hereto, that Advisor is an independent contractor, and not the employee,


agent,
joint venturer, or partner of Company for any purposes whatsoever.


 




    	 		 



    	 



    

 


Advisor
is skilled in providing the Services. To the extent necessary, Advisor shall be solely responsible for any and all taxes related
to the receipt of any compensation under this Agreement. Advisor hereby represents, warrants and covenants that Advisor has the
right, power and authority to enter into this Agreement and that neither the execution nor delivery of this Agreement, nor the
performance of the Services by Advisor will conflict with or result in a breach of the terms, conditions or provisions of, or
constitute a default under, any contract, covenant or instrument under which Advisor is now or hereinafter becomes obligated.


 


3.
Compensation, Benefits, Expenses.


 


a.
Compensation. As full and complete consideration of the Services to be rendered


hereunder,
the Company shall pay Advisor the Compensation described on Exhibit A attached


hereto.


 


b.
Reimbursement of Expenses. Company shall promptly reimburse Advisor for any


reasonable
costs and expenses incurred by Advisor in connection with any Services specifically


requested
by Company and actually performed by Advisor pursuant to the terms of this


Agreement.
Each such expenditure or cost shall be reimbursed only if: (i) with respect to costs


in
excess of $100, individually, Advisor receives prior approval from the Company’s President or


CFO
or other executive for such expenditure or cost, and (ii) with respect to costs in less than


$100,
individually, provided Advisor furnishes to Company adequate records and other


documents
reasonably acceptable to Company evidencing such expenditure or cost.


 


4.
Proprietary Information; Work Product; Non-Disclosure.


 


a.
Defined. Company has conceived, developed and owns, and continues to conceive


and
develop, certain property rights and information, including but not limited to its business


plans
and objectives, client and customer information, financial projections, marketing plans,


marketing
materials, logos, and designs, and technical data, inventions, processes, know-how,


algorithms,
formulae, franchises, databases, computer programs, computer software, user


interfaces,
source codes, object codes, architectures and structures, display screens, layouts,


development
tools and instructions, templates, and other trade secrets, intangible assets and


industrial
or proprietary property rights which may or may not be related directly or indirectly to


Company's
business and all documentation, media or other tangible embodiment of or relating


to
any of the foregoing and all proprietary rights therein of Company (all of which are hereinafter


referred
to as the "Proprietary Information"). Although certain information may be generally


known
in the relevant industry, the fact that Company uses it may not be so known. In such


instance,
the knowledge that Company uses the information would comprise Proprietary


Information.
Furthermore, the fact that various fragments of information or data may be


generally
known in the relevant industry does not mean that the manner in which Company


combines
them, and the results obtained thereby, are known. In such instance, that would also


comprise
Proprietary Information.


 




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b.
General Restrictions on Use. Advisor agrees to hold all Proprietary Information in


confidence
and not to, directly or indirectly, disclose, use, copy, publish, summarize, or remove


from
Company's premises any Proprietary Information (or remove from the premises any other


property
of Company), except (i) during the consulting relationship to the extent authorized and


necessary
to carry out Advisor's responsibilities under this Agreement, and (ii) after termination


of
the consulting relationship, only as specifically authorized in writing by Company.


Notwithstanding
the foregoing, such restrictions shall not apply to: (x) information which Advisor


can
show was rightfully in Advisor's possession at the time of disclosure by Company; (y)


information
which Advisor can show was received from a third party who lawfully developed the


information
independently of Company or obtained such information from Company under


conditions
which did not require that it be held in confidence; or (z) information which, at the


time
of disclosure, is generally available to the public.


 


c.
Ownership of Work Product. All Work Product shall be considered work(s) made by


Advisor
for hire for Company and shall belong exclusively to Company and its designees. If by


operation
of law, any of the Work Product, including all related intellectual property rights, is not


owned
in its entirety by Company automatically upon creation thereof, then Advisor agrees to


assign,
and hereby assigns, to Company and its designees the ownership of such Work


Product,
including all related intellectual property rights. "Work Product" shall mean any writings


(including
excel, power point, emails, etc.), programming, documentation, data compilations,


reports,
and any other media, materials, or other objects produced as a result of Advisor's work


or
delivered by Advisor in the course of performing that work.


 


d.
Incidents and Further Assurances. Company may obtain and hold in its own name


copyrights,
registrations, and other protection that may be available in the Advisor. Advisor


agrees
to provide any assistance required to perfect such protection. Advisor agrees to take


sure
further actions and execute and deliver such further agreements and other instruments as


Company
may reasonably request to give effect to this Section 4.


 


e.
Return of Proprietary Information. Upon termination of this Agreement, Advisor


shall
upon request by the Company promptly deliver to Company at Company’s sole cost and


expense,
all drawings, blueprints, manuals, specification documents, documentation, source or


object
codes, tape discs and any other storage media, letters, notes, notebooks, reports,


flowcharts,
and all other materials in its possession or under its control relating to the


Proprietary
Information and/or Services, as well as all other property belonging to Company


which
is then in Advisor's possession or under its control. Notwithstanding the foregoing,


Advisor
shall retain ownership of all works owned by Advisor prior to commencing work for


Company
hereunder, subject to Company's nonexclusive, perpetual, paid up right and license to


use
such works in connection with its use of the Services and any Work Product.


 


f.
Remedies/Additional Confidentiality Agreements. Nothing in this Section 4 is


intended
to limit any remedy of Company under applicable state or federal law. At the request of


Company,
Advisor shall also execute Company's standard "Confidentiality Agreement" or


similarly
named agreement as such agreement is currently applied to and entered into by


Company's
most recent employees.


 




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5.
Non-Compete. During the Term, Advisor shall provide the Company with prior written notice


if
Consultant intends to provide any services, as an employee, consultant or otherwise, to any


person,
company or entity that competes directly with the Company, which written notice shall


include
the name of the competitor. During the period that is six (6) months after the termination


of
this Agreement, Advisor shall provide the Company with written notice any time that Advisor


provides
any services, as an employee, consultant or otherwise, to any person, company or


entity
that competes directly with the Company.





 


6.
Miscellaneous.


 


a.
Notices. All notices required under this Agreement shall be deemed to have been


given
or made for all purposes upon receipt of such written notice or communication. Notices to


each
party shall be sent to the address set forth below the party's signature on the signature


page
of this Agreement. Either party hereto may change the address to which such


communications
are to be directed by giving written notice to the other party hereto of such


change
in the manner provided above.


 


b.
Entire Agreement. This Agreement and any documents attached hereto as Exhibits


constitute
the entire agreement and understanding between the parties with respect to the


subject
matter herein and therein, and supersede and replace any and all prior agreements and


understandings,
whether oral or written with respect to such matters. The provisions of this


Agreement
may be waived, altered, amended or replaced in whole or in part only upon the


written
consent of both parties to this Agreement.


 


c.
Severability, Enforcement. If, for any reason, any provision of this Agreement shall


be
determined to be invalid or inoperative, the validity and effect of the other provisions herein


shall
not be affected thereby, provided that no such severability shall be effective if it causes a


material
detriment to any party.


 


d.
Governing Law. The validity, interpretation, enforceability, and performance of this


Agreement
shall be governed by and construed in accordance with the laws of the State of


Nevada.
Venue for any and all disputes arising out of this Agreement shall be the City of Las


Vegas,
State of Nevada.


 


e.
Injunctive Relief. The parties agree that in the event of any breach or threatened


breach
of any of the covenants in Section 4, the damage or imminent damage to the value and


the
goodwill of Company's business will be irreparable and extremely difficult to estimate,


making
any remedy at law or in damages inadequate. Accordingly, the parties agree that


Company
shall be entitled to injunctive relief against Advisor in the event of any breach or


threatened
breach of any such provisions by Advisor, in addition to any other relief (including


damages)
available to Company under this Agreement or under applicable state or federal law.


 


f.
Publicity. The Company shall, with prior written approval by Advisor, have the right to


use
the name, biography and picture of Advisor on the Company’s website, marketing and


advertising
materials.


 




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IN
WITNESS WHEREOF, each party hereto has duly executed this Agreement as of the


Effective
Date.


 


	Company

         

         

        Signature:
        /s/ Trevor Allen

        Name:
        Trevor Allen

        Of
        Lans Holdings Inc.

        Address:
        800 BRICKELL AVE STE 900 MIAMI FL 33131
	Advisory
        Board Member

         

         

        Signature:
        /s/ David Christensen

        Name:
        David Christensen

        Of
        Enterprise Technology Consulting, Inc.

        Address:
        6841 W. Dale Lane

        Peoria,
        AZ 85383



 


 


 




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Exhibit
A to Advisory Board Agreement


 


Services.


 


As
a member of the Advisory Board, you shall:


 


_
Participate in periodic Advisory calls or meetings


_
Be accessible to Company to provide guidance on business and technology strategy issues


on
an as-needed basis.


 


Proposed:
Advisor will provide expertise leadership and direction to help manage the Board &


Advisory
team members as well as any other TTI (Targets To Improve) Project Owners through


the
next 6 months of engagement as we deploy the LHI (Lans Holdings Inc.) Business System


using
the Strategy


 


Deployment
Process. This includes:


1.
X-Box Strategic Objectives (Single Document Business Plan / Roadmap)


 


a.
Leading the team in completing the “X-Box Strategic Objectives” for 3 year, 2 year


and
1 year goals, as well as the TTI’s, with their respective (from X to Y by Z date)


specific
targets, and their individual Project Owners.


 


b.
Personally coaching and guiding the individual Project Owners weekly/daily as


needed
through project ownership and successful progress towards accomplishment.


 


c.
Creating and leading monthly full team accountability reviews and coaching each


team
member how to effectively track and report their individual progress and/or


challenges.


 


d.
Ultimately creating a Business System and Culture within The Company of


Ownership,
Accountability, Collaboration, and Celebrating the Accomplishments


 


2.
Project Ownership


 


a.
Taking Ownership of Specific Projects within the TTI’s as agreed to by the Board &


Advisory
team members (see 4b)


 


3.
Resource and Organizational Support


 


a.
Assisting the Company to design an Organizational Assessment and Resource game


plan.


 


b.
Assisting the Company to successfully recruit the necessary team members to


complete
the goals and objectives as outlined in the LHI Business Systems X-Box.


 


b.
Assisting the Company to organize an Investor Proposal and Action Plan for the


Company
based on the X-Box Strategic Objectives.


 




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Compensation.


 


The
Company will compensate Advisor Three Thousand Five Hundred ($3500.00) USD per


hour
for deposit in the approved project X-Box Strategic Objectives.


 


The
Company will compensate Advisor Two thousand Eight Hundred ($2800.00) USD per


month
for advisory services on approved projects.


 


The
Company will compensate Advisor One Hundred Fifty ($150.00) USD per hour for advisory


services
on approved projects, beyond the scope of this initial agreement.


 


Upon
signing, Advisor shall be issued shares in the total amount equal to thirty thousand


($30,000)
USD divided by the share value of the closing price on the date of signing, subject to


transfer
restrictions as imposed by the securities laws.


 


While
serving as Advisor of the Company all sales and transfers would have to be recorded,


including
such filings with the Securities and Exchange Commission as are required.


 


The
initial term of the agreement is for twelve (12) months then will be reviewed and any


relevant
changes made to compensation and further terms.








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