Exhibit
10.17


 


CONSULTING
AGREEMENT


 


THIS CONSULTING AGREEMENT
(the "Agreement") dated this 22nd day of May 2018


 


BETWEEN:


 


IIOT-OXYS,
Inc., a Nevada corporation, with offices at of 705 Cambridge Street, Cambridge, Massachusetts, 02141 (the "Client")


 


-
AND -


 


Patrick Phillips, an
individual located at 10 Rock Pond Road, West Tisbury MA 02575 (the "Consultant").


 


BACKGROUND:


 


		A.	The Consultant
                                         has the necessary qualifications, experience and abilities to provide consulting services
                                         to the Client.



 


		B.	The Consultant
                                         is agreeable to providing such consulting services to the Client on the terms and conditions
                                         set out in this Agreement.



 


IN
CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt
and sufficiency of which consideration is hereby acknowledged, the Client and the Consultant (individually the "Party"
and collectively the "Parties" to this Agreement) agree as follows:


 


Services Provided


 





	 	1.	The Client hereby agrees to engage the Consultant to provide
    the Client with the following consulting services (the "Services") as outlined below.



 


		●	To
                                         serve as the Client’s Chief Operations Officer and Vice President of Product
                                         Management with the following responsibilities:



		o	Help
                                         Manage and monitor overall operations



		o	Help
                                         Manage and innovate products and services



		o	Help
                                         with product design, development and roadmapping



		o	Help
                                         build revenue through new products/markets, channels, partners and sales



		o	Help
                                         with Branding and Marketing support



		o	Other
                                         duties and responsibilities as mutually agreed upon



 


		2.	The Services
                                         will also include any other consulting tasks which the Parties may mutually agree upon.
                                         The Consultant hereby agrees to provide such Services to the Client.



 


 


 






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Term of Agreement


 


		3.	The term of this Agreement (the "Term")
                                         will begin on the date of this Agreement and will remain in full force and effect for
                                         three (3) calendar years after the date of this Agreement, subject to annual review and
                                         approval by the Client, its Officers, and Directors. In the event that the Client’s
                                         Officers or Directors choose to terminate this Agreement before the Term is over, the
                                         Consultant shall be eligible to receive a pro-rated number of shares that would have
                                         vested in the calendar year of termination as described below in Section 7.






 


Performance


 





	 	4.	The Parties agree to do everything necessary to ensure that the terms of this Agreement take
    effect.



 


Currency


 


		5.	Except as otherwise provided in this
                                         Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).






 


Compensation


 





	 	6.	The Consultant shall charge the Client $7,000 USD per month payable upon invoicing, commencing
    June 2018.



 


		7.	Additionally
                                         the Consultant shall participate in the Client’s Stock Incentive Plan according
                                         to the following Vesting Schedule, subject to Director and Officer Approval:

                                                                                                 

                                                                                200,000
                                         shares of Common Stock in December 2018

                                                                                300,000
                                         shares of Common Stock in December 2019

                                                                                500,000
                                         shares of Common Stock in December 2020

                                                                                 

                                                                                The
                                         Client shall execute a separate Stock Award Agreement with the Consultant and shall promptly
                                         deliver shares to the Consultant according to the mutually agreed upon vesting schedule
                                         and subject to the terms and conditions of the Stock Incentive Plan, mutually agreed
                                         upon performance objectives, as well as any applicable Federal and State Securities laws.










 





	 	8.	Invoices submitted by the Consultant to the Client are payable
    within five (5) business days of receipt.



 





Reimbursement of
Expenses


 


		9.	The Consultant will be reimbursed
                                         from time to time for reasonable and necessary expenses incurred by the Consultant in
                                         connection with providing the Services.



 





		10.	All expenses must be pre-approved in
                                         writing by the Client.



 


 


 






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Confidentiality


 


		11.	Confidential information (the "Confidential
                                         Information") refers to any data or information relating to the business of
                                         the Client which would reasonably be considered to be proprietary to the Client including,
                                         but not limited to, accounting records, business processes, and client records and that
                                         is not generally known in the industry of the Client and where the release of that Confidential
                                         Information could reasonably be expected to cause harm to the Client.



 





		12.	The Consultant
                                         agrees that they will not disclose, divulge, reveal, report or use, for any purpose,
                                         any Confidential Information which the Consultant has obtained, except as authorized
                                         by the Client or as required by law. The obligations of confidentiality will apply during
                                         the term of this Agreement and will survive indefinitely upon termination of this Agreement.



 


		13.	All written
                                         and oral information and material disclosed or provided by the Client to the Consultant
                                         under this Agreement is Confidential Information regardless of whether it was provided
                                         before or after the date of this Agreement or how it was provided to the Consultant.



 


Ownership of Intellectual
Property


 


	 	14.	All intellectual property and related material (the "Intellectual
    Property") that is developed or produced under this Agreement will be the property of the Client.









 


		15.	Title,
                                         copyright, intellectual property rights and distribution rights of the Intellectual Property
                                         remain exclusively with the Client.



 


Return of Property


 


	 	16.	Upon the expiry or termination of this Agreement, the Consultant
    will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.






 





Capacity/Independent
Contractor


 


		17.	In providing
                                         the Services under this Agreement it is expressly agreed that the Consultant is acting
                                         as an independent contractor and not as an employee. The Consultant and the Client acknowledge
                                         that this Agreement does not create a partnership or joint venture between them, and
                                         is exclusively a contract for service. The Client is not required to pay, or make any
                                         contributions to, any social security, local, state or federal tax, unemployment compensation,
                                         workers' compensation, insurance premium, profit-sharing, pension or any other employee
                                         benefit for the Consultant during the Term. The Consultant is responsible for paying,
                                         and complying with reporting requirements for, all local, state and federal taxes related
                                         to payments made to the Consultant under this Agreement.



 


Notice


 


		18.	All
                                         notices, requests, demands or other communications required or permitted by the terms
                                         of this Agreement will be given in writing and delivered to the Parties at the following
                                         addresses:



 


		a.	IIOT-OXYS,
                                         Inc.

                                                                705
                                         Cambridge Street, Cambridge, Massachusetts, 02141







 


		b.	Patrick
                                         Phillips

                                                                10
                                         Rock Pond Road, West Tisbury, MA 02575







 


or to such other address
as either Party may from time to time notify the other and will be deemed to be properly delivered (a) immediately upon being
served personally, (b) two (2) days after being deposited with the postal service if served by registered or certified mail, or
(c) the following day after being deposited with an overnight courier.


 


 


 






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Indemnification


 





	 	19.	Except to the extent paid in settlement from any applicable
    insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other
    Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns
    against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and
    costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its
    respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs
    in connection with this Agreement. In no event does the aggregate liability of either Party under this Section exceed the
    amount of Compensation paid under this Agreement. This indemnification will survive the termination of this Agreement for
    a period of one (1) year.



 


Modification of Agreement


 


		20.	Any amendment or modification of
                                         this Agreement or additional obligation assumed by either Party in connection with this
                                         Agreement will only be binding if evidenced in writing signed by each Party or an authorized
                                         representative of each Party.



 


Time of the Essence


 


		21.	Time is of the essence in this Agreement.
                                         No extension or variation of this Agreement will operate as a waiver of this provision.






 


Assignment


 





	 	22.	The Consultant will not voluntarily, or by operation of law, assign or otherwise transfer its
    obligations under this Agreement without the prior written consent of the Client.



 


Entire Agreement









	 	23.	It is agreed that there is no representation, warranty, collateral agreement or condition affecting
    this Agreement except as expressly provided in this Agreement.



 


Enurement


 





	 	24.	This Agreement will enure to the benefit of and be binding on the Parties and their respective
    heirs, executors, administrators and permitted successors and assigns.



 


Titles/Headings


 


		25.	Headings are inserted for the convenience
                                         of the Parties only and are not to be considered when interpreting this Agreement.






 


Gender


 


		26.	Words in the singular mean and include
                                         the plural and vice versa. Words in the masculine mean and include the feminine and vice
                                         versa.






 


 


 






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Governing Law and
Venue


 





	 	27.	This Agreement and the rights and duties of the parties hereto shall be construed and determined
    in accordance with the laws of the Commonwealth of Massachusetts (without giving effect to any choice or conflict of law provisions),
    and any and all actions to enforce the provisions of this Agreement shall be brought in a court of competent jurisdiction
    in the Commonwealth of Massachusetts and in no other place.



 


Severability


 





	 	28.	In the event that any of the provisions of this Agreement are held to be invalid or unenforceable
    in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable
    parts severed from the remainder of this Agreement.



 


Waiver


 





	 	29.	The waiver by either Party of a breach, default, delay or omission of any of the provisions
    of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.



 


IN
WITNESS WHEREOF the Parties have duly affixed their signatures this 22nd day of May 2018.


 


IIOT-OXYS,
Inc.


 


 


 


By:
/s/ Nevan C. Hanumara, CEO     


 


Nevan C. Hanumara


 


 


Consultant


 


 


By:
/s/ Patrick Phillips     


 


Patrick
Phillips


 


 


 






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