Exhibit 4.37


 


Ehave Commercial Confidential


 


SERVICES AGREEMENT


 


THIS AGREEMENT is dated for reference the 23rd
day of April, 2018


 


BETWEEN:


Ehave,
Inc. a company incorporated under the laws of the Province of Ontario and having its head office at 277 Lakeshore Road
East, Suite 203, Oakville, Ontario, L6J 6J3 (the “Company”)


 


OF THE FIRST PART


AND:


 


Dianne Parsons, C.P.A, a
sole-proprietor having its head at, 1215 Ironwood Court, Mississauga, Ontario, L5C 3R9, (the "Contractor"),


 


WHEREAS the Company is in the business
of designing, developing, implementing and marketing software systems and related applications that provide bi-directional mobile
and internet access to multiple data sources of patient clinical information (the “Business”), and;


 


AND WHEREAS the Company and the Contractor wish to enter
into this Services Agreement under the terms and conditions herein;


 


AND WHEREAS the Contractor may acquire knowledge, experience
and expertise, as well as detailed knowledge of the Company’s intellectual property, trade secrets and other property which
is and shall be the property of the Company, and the disclosure, loss or, unauthorized use of which would substantially harm the
business of the Company;


 


NOW THEREFORE THIS AGREEMENT WITNESSES that for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


ARTICLE 1 - INDEPENDENT CONTRACTOR


 


1.1 The Company hereby engages the Contractor
as an independent contractor to provide services as Controller and CFO. These services will be provided on the basis of the required
number of hours per week in response to specific requests for services generally in accordance with the scope of work described
in Appendix A. The Contractor hereby accepts such engagement and agrees to provide such services to the best of its ability and
in accordance with the terms and conditions of this Agreement.


 


1.2 The Contractor shall at all times be an
independent contractor with control over the manner and means of its performance. The Contractor is not an employee, servant or
agent of the Company and no partnership, joint venture or agency will be created or will be deemed to be created by this Agreement
or by any action of the parties under this Agreement.


 




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1.3          The Contractor shall not be entitled
to rights or privileges applicable to employees of the Company pursuant to this Agreement including, but not limited to, holidays
and paid vacation which may be available from time to time between the Company and its employees.


 


1.4          The Contractor shall be responsible
for deduction and remittance of all income tax due from him. The Company will pay HST on services labor to the Contractor. Contractor
is expected to remit the HST paid to the Canada Revenue Agency (CRA).


 


1.5           If at any time the Canada Revenue Agency
(CRA) or any other competent authority determines that the Contractor is an employee of the Company, then the Company shall immediately
commence making all statutorily required withholdings and remittances in respect of payments to the Contractor.


 


1.6           The Company shall not be liable to the
Contractor for any damages, liabilities, penalties, interest or costs caused to the Contractor for failure to make any statutorily
required source deductions or payments in respect of payments made to the Contractor by the Company under this Agreement. The Contractor
shall assume any and all financial and legal responsibility for Canadian tax payments and statutory deductions if any.


 


ARTICLE 2 - SERVICES


 


2.1           It is envisaged
that the Contractor will work either on the Company’s premises or at its own premises as agreed from time to time. The Contractor
shall provide such services as ordinarily performed by Controller and CFO and as prescribed from time to time by the Company CEO
(the “Services”), to whom the Contractor reports and is accountable.


 


2.2           In providing the
Services hereunder, the Contractor will provide Services to the Company on a time and materials basis (or under alternative arrangements
by agreement with the Company), at the Contractor’s or the Company’s premises, at such specific times as shall be determined
by the Company.


 


2.3           The
Contractor represents and warrants that he is not subject to any contractual or other restriction or obligation that will in any
way limit its activities on behalf of the Company. The Contractor hereby represents and warrants to the Company that he has no
continuing obligations to any previous employer with respect to any previous invention, discovery or other item of intellectual
property or which requires the Contractor not to disclose any information or data to the Company.


 


2.4           In
performing the Services hereunder, the Contractor shall:


 


		(a)	Act honestly and in good faith in what the Contractor reasonably
believes to be in the best interests of the Company;



 


		(b)	Exercise the degree of care, diligence and skill that a reasonable prudent Contractor would exercise in comparable circumstances;
and



 


		(c)	Generally use its best efforts to promote the business and interests of the Company.



 




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2.5          
Each party shall indemnify and hold the other party harmless from and against all claims, losses, damages liabilities, costs and
expenses (including without limitation reasonable attorneys’ fees) caused by reason of any injury sustained by any person
or to any person or property by reason of the negligence or misconduct of such party or any of its agents, employees or representatives,
and agrees to pay all sums to be paid or discharged in case of an action or any such damages or injuries.


 


ARTICLE 3 - CONFIDENTIAL INFORMATION


 


3.1           The Contractor
acknowledges that as a Contractor of or to the Company, the Contractor will acquire information about the business (the “Business”)
and affairs of the Company, some of which will include commercially valuable trade secrets, knowledge of intellectual property
and other confidential or proprietary information (collectively called “Confidential Information”), including
without limitation any Developments (as defined hereafter) and the following kinds of information concerning the Company and its
Business:


 


		(a)	Confidential sales and marketing information;



 


		(b)	Confidential processes, techniques, know how, systems, methods, operating capabilities; and



 


		(c)	New inventions, devices, discoveries, concepts, ideas,
formulae, and improvements, enhancements and modifications thereto, whether patented or not,



 


3.2          For the purposes
of this Agreement, Confidential Information does not include information that the Contractor establishes was, or is, already known
to the public by means other than by reason of the breach of this Agreement by the Contractor.


 


3.3          The Contractor
acknowledges that the Confidential Information, if revealed to others, could be used to the detriment of the Company. Accordingly,
during the term of this Agreement and at any time thereafter, the Contractor agrees not to use any of the Confidential Information
in a manner detrimental to the Company or to disclose in any manner any Confidential Information to any third party other than:


 


		(a)	Its employees on a need-to-know basis;



 


		(b)	To Company directors, officers, bankers, legal and financial advisors in the ordinary course of business;



 


		(c)	Confidential Information that is required to be disclosed by law or by any governmental or regulatory authority having jurisdiction
or in connection with any court proceedings.



 


		3.4	The Contractor agrees that documents, copies, records and other materials made or received by the
Contractor that pertain to the Business and affairs of the Company, including all Confidential Information and which the Contractor
possesses or has under control are the property of the Company and the Contractor agrees to promptly return the same to the Company
upon the Contractor ceasing to be a Contractor of the Company or at any time upon the request of the Company.



 




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		3.5	The Contractor agrees that the Confidential Information is and will remain the exclusive property
of the Company. The Contractor also agrees that the Confidential Information:



 


		(a)	Constitutes a proprietary right which the Company is entitled to protect; and



 


		(b)	Constitutes information and knowledge not generally known
to the trade.



 


3.6          The
Contractor understands that the Company has from time to time in its possession information belonging to others or which is claimed
by others to be confidential or proprietary and which the Company has agreed to keep confidential. The Contractor agrees that all
such information shall be Confidential Information for the purposes of this Agreement.


 


3.7          For
purposes of the copyright laws of Canada and the United States of America, to the extent, if any, that such laws are applicable
to any Confidential Information, it shall be considered a work made for hire.


 


3.8          The
Contractor acknowledges and agrees that any Confidential Information disclosed to the Contractor is in the strictest confidence
and the Contractor agrees to maintain and hold in strict confidence all Confidential Information disclosed to him or her. The disclosure
of any such Confidential Information by the Contractor in any form whatsoever except as authorized by the Company or permitted
under section 3.3 of this Agreement is and shall be considered a fundamental breach of the Contractor’s services arrangement
and shall entitle the Company to immediately terminate this Agreement.


 


3.9          The
provisions of this Article 3 shall survive termination of this Agreement for a period of three (3) years.


 


ARTICLE - 4 - PROPRIETARY RIGHTS


 


4.1          For the purposes
of this Agreement, “Development” or “Developments” includes, without limitation all:


 


		(a)	Enhancements, modifications, additions or other improvements to the intellectual property or assets owned, licensed, sold,
marketed or used by any of the Company in connection with the Business;



 


		(b)	Patents, copyrights, trade-marks, trade names, business names, logos, design marks and other proprietary
marks; and



 


		(c)	Inventions, devices, discoveries, concepts, ideas, formulae, know how, processes, techniques, systems,
methods and any and all improvements, enhancements and modifications thereto, whether patented or not;



 


Developed, created, generated, contributed
to or reduced by practice by the Contractor alone or jointly with others while he is a Contractor to the Company and which results
from services performed by the Contractor to or for the Company whether or not conceived, developed, reduced to practice or made
during the Contractor’s working hours or on the premises of the Company or which results from the use of the premises or
property (including equipment, supplies or Confidential Information) owned, used, leased or licensed by the Company or which reasonably
relates to the Business.


 




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4.2          The Contractor
agrees to make full disclosure to the Company of each Development, promptly upon its creation. If required by the Company, the
Contractor will disclose in writing in a logbook or such other form of device provided for such purpose by the Company, the details
of all Developments that the Contractor is involved with or responsible for. The Contractor hereby irrevocably assigns and transfers
to the Company and agrees that the Company will be the exclusive owner of, all of the Contractor’s right title and interest
in and to each Development throughout the world, including all trade secret, patent, copyright, trade-mark, industrial design,
and all other intellectual property rights of any kind therein. The Contractor agrees to co-operate fully at all times during and
subsequent to the Contractor’s tenure with the Company with respect to the execution of all further documents and the carrying
out of all such acts and things as are reasonably requested by any Company to confirm the transfer of ownership of all rights,
including all intellectual property rights, effective at or after the time the Development is created and to apply for and obtain
patent, copyright, industrial design, trademark and other intellectual property registrations covering the Developments. Any of
the Company will be exclusively entitled to make applications for registration of all such rights, in the Company’s sole
discretion, in any jurisdictions that the Company deems necessary. The Contractor’s obligations hereunder will continue after
he ceases to be an employee, officer, director or Contractor of any Company respecting Developments created during the Contractor’s
tenure with the Company. The Contractor will be reimbursed for any reasonable expenses related to the work associated with this
Article.


 


The Contractor agrees that he will not acquire any right, title
or interest in or to the Confidential Information or the Developments, all of such right title and interest being owned by the
Company.


 


4.4          The Contractor
hereby waives in whole all moral rights and agrees never to assert any moral rights which the Contractor may have in the Developments,
including, without limitation, the right to restrain or claim damages for any distortion, mutilation or other modification or enhancement
of the Developments and the right to restrain, use or reproduce the Developments in any context and in connection with any product,
service, cause or institution and the Contractor further confirms that the Company may use or alter any such Developments as the
Company sees fit in its absolute discretion.


 


4.5          The provisions
of this Article 4 shall survive termination of this Agreement.


 


ARTICLE 5 - TERM OF CONTRACT AND TERMINATION


 


5.1          The
provision of the Services by the Contractor to the Company pursuant to the terms of this Agreement commences on April 23, 2018
and will continue until June 30, 2018, unless terminated earlier as provided in this section 5 of this Agreement (“Termination
Date”).


 


5.2          This
Agreement may be terminated by the Contractor upon one month prior written notice to the Company.


 




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5.3          This
Agreement may be terminated by the Company upon one month prior written notice to the Contractor.


 


5.4          The
Company may immediately terminate this Agreement, with no other obligations, upon default by the Contractor in the performance
of any of its obligations under this Agreement.


 


5.5          In the event either
party terminates this Agreement prior to the expiry of the term of this Agreement, upon receipt of all amounts provided for herein
to the Contractor, the Contractor thereby releases and waives any and all claims, demands or debts which the Contractor has or
any time hereafter can, shall or may have against the Company and its directors, officers or employees arising out of the provision
of Services by the Contractor to the Company and the termination thereof.


 


ARTICLE 6 - REMUNERATION, EXPENSES
AND OTHER PAYMENTS


 


6.1           For
the term of this Agreement, the Company shall pay the Contractor $60 per hour for Controller activities and $105/hour for CFO activities.


 


Remuneration will be payable upon receipt
of appropriately detailed invoices from the Contractor. In addition, the Company shall reimburse the Contractor for all reasonable
pre-approved expenses incurred by the Contractor expressly for the provision of the Services. The Company will be no charge for
travel costs to the Offices of the Company. Travel to other locations made at the specific request of the Company, and pre-approved,
may be charged at the rates indicated above.


 


6.2           The
Contractor shall establish and maintain adequate records of the time (i.e. time sheets) expended in connection with providing the
Services.


 


6.3          
Where this Agreement provides for reimbursement of expenses incurred by the Contractor expressly for the provision of the Services,
the Contractor shall;


 


		(a)	Establish and maintain books of account of any such expense incurred; and



 


		(b)	Maintain invoices, receipts and vouchers for any such expenses greater than $15 (Canadian);



 


and the Company shall have free access at all reasonable times
to such records, books of account, invoices, receipts and vouchers (including time records maintained pursuant to section 6.2 hereof)
for the purposes of copying and/or auditing the same.


 


6.4          Within
thirty days of receipt of an invoice therefore, the Company shall pay or reimburse the Contractor for all reasonable business expenses
as pre-approved by the Company.


 


6.5          The
Contractor shall whenever practical, but at least once per month, submit an invoice for expenses to be reimbursed with receipts
or vouchers to verify all expenses.


 




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6.6          When made, the
payments provided for in sections 6.1 and 6.4 herein shall be in complete discharge of any and all obligations of the Company to
the Contractor in respect of the provision of Services arising out of this Agreement.


 


ARTICLE 7 - CONSIDERATION


 


The Contractor agrees that he has received good, valuable and
sufficient consideration for the covenants and agreements made by the Contractor in this Agreement.


 


ARTICLE 8 - GENERAL


 


8.1          This Agreement
shall be construed and governed exclusively by the laws in force in the Province of Ontario and the laws of Canada applicable therein
and, except as provided in Section 8.4, the courts of Ontario (and Supreme Court of Canada, if necessary) shall have exclusive
jurisdiction to hear and determine all disputes arising hereunder. Except as provided in Section 8.4, each of the parties hereto
irrevocably attorns to the jurisdiction of said courts and consents to the commencement of proceedings in such courts. This Section
shall not be construed to affect the rights of a party to enforce a judgment or award outside said province, including the right
to record and enforce a judgment or award in any other jurisdiction.


 


8.2          The Contractor
acknowledges and agrees that a breach of the Contractor’s obligations under this Agreement would result in damages to the
Company that could not be adequately compensated for by a monetary award. Accordingly, in the event of any such breach by the Contractor,
in addition to all other remedies available to the Company at law or in equity, the Company shall be entitled as a matter of right
to apply to a Court of competent jurisdiction for such relief by way of restraining order, injunction, decree or otherwise, as
may be appropriate to ensure compliance with the provisions of this Agreement.


 


8.3           Each of the parties
to this Agreement shall at the request of any other party, and at the expense of the Company, execute and deliver any further documents
and do all acts and things as that party may reasonably require in order to carry out the true intent and meaning of this Agreement.


  


8.4          This Agreement
shall enure to the benefit of and be binding upon the parties hereto, their permitted assigns and their personal representatives,
administrators, heirs and successors.


 


8.5           Failure by any
party hereto to insist in any instance upon the strict performance of any one of the covenants contained herein shall not be construed
as a waiver or relinquishment of such covenant. No waiver by any party hereto of any such covenant shall be deemed to have been
made unless expressed in writing and signed by the waiving party.


 


8.6           The unlawfulness
or invalidity or unenforceability of any provision in this Agreement or of any covenant herein contained on the part of any party
shall not affect the validity or enforceability of any other provision or covenant hereof or herein contained.


 




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8.7           No term or provision
hereof may be amended or added except by an instrument in writing signed by all of the parties to this Agreement.


 


8.8           In the event of
any conflict between the provisions of this Agreement and any other agreement, verbal or otherwise, between the Company and the
Contractor, the provisions of this Agreement shall prevail and govern to the extent permitted by law. The Company and Contractor
agree to promptly amend any such other agreements to in order to resolve such conflict in favor of the provisions of this Agreement.


 


8.9          This Agreement
may be executed in several counterparts (including by fax), each of which when so executed shall be deemed to be an original and
shall have the same force and effect as an original but such counterparts together shall constitute but one and the same instrument.


 


	 	 	 	Ehave, Inc.
	 	 	 	 	 
	 	 	 	Per: 	/s/ Prateek Dwivedi
	Per:	/s/ Dianne Parsons	 	 	Prateek Dwivedi
	 	Dianne Parsons	 	Title: 	CEO
	 	 	 	 	 
	Date: 	April 23, 2018	 	Date: 	April 23, 2018


 




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Appendix A


Contractor Scope of Work / Services


 


Controller activities:


Maintain all the necessary reporting to the banks and backup
system reports


Maintain the company bank balance and remain cognizant of outstanding
checks


Approve invoices that need to be paid


Read and review any documentation attached to checks for approval
and accuracy sake


Follow up with customers that are over 45 days old


Make sure all financial statements and tables are correct and
precise


Make sure that the owner of the company receives the company
bank statement unopened


Reconcile all bank statements and monthly financial reports


Prepare monthly sales and use tax returns


Prepare projections annually and update monthly with actual
figures


The controller must coordinate with the auditors and be prepared
to surrender documentation if called upon


Coordinate and prepare any schedules required for tax returns


Maintain the renewals on company insurance


 


CFO activities:


Strategic direction of Accounting and Finance functions


Creating and enforcing accounting and finance policies, procedures,
and internal controls


Recommendations and corrections with the purpose of ensuring
the integrity of financial reports


Managing and overseeing independent auditors


Collaborating with CIO/CTO on technological changes


Overseeing financial system upgrades and changes


Relating with investors


Mitigating business risks


Managing insurance and other financial protections


Retaining, hiring and training accounting and finance


Performing responsibilities for Human Resources


CFO roles/responsibilities may include additional functions.


 




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