Exhibit
10.15


 


CONSULTING
AGREEMENT


 


 





THIS
CONSULTING AGREEMENT (the "Agreement") dated this 1st day of December 2017


 


BETWEEN:


 


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


 


-
AND -


 


Accelerated
Healthcare Innovations LLC, a Massachusetts limited liability company, with offices at of 24 Freedom Trail, Dennis, Massachusetts,
02638 (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"):



 


		-	Scope
                                         the feasibility to extend OXYS business model leveraging a Harting Edge system Industrial
                                         IoT company into a wide range of IoT business segments including medical, infrastructural,
                                         and industrial, as well as market opportunities and financing opportunities in India
                                         and China. Provide business leads and contacts in various industry segments and countries.



 


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



 





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 until the completion of the Services, subject
                                         to earlier termination as provided in this Agreement. The Term of this Agreement may
                                         be extended with the written consent of the Parties.



 


		4.	In the
                                         event that either Party wishes to terminate this Agreement prior to the completion of
                                         the Services, that Party must provide 10 days' written notice to the other Party.



 



 


 






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Performance


 


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



 





Currency


 


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



 





Compensation


 


		7.	The
                                         Consultant will charge the Client a flat fee of $24,000.00 and 30,000 shares of Common
                                         Stock (the “Shares”) for the Services (the "Compensation").
                                         The Securities Law Representations attached hereto as Exhibit A and incorporated
                                         herein by this reference.



 


		8.	The Compensation will be earned and
                                         the Client will be invoiced as follows:



 


		-	One third
                                         at the end of first month, one third at end of second month, final payment upon completion
                                         and acceptance of deliverables.



 


		9.	Invoices submitted by the Consultant
                                         to the Client are due within 30 days of receipt.



 








Reimbursement of
Expenses


 


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



 


		11.	All expenses must be pre-approved by
                                         the Client.



 





Confidentiality


 


		12.	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.



 


		13.	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.



 


 


 






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		14.	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


 


		15.	All
                                         intellectual property and related material (the "Intellectual Property")
                                         that is developed or produced under this Agreement will be the property of the Client.
                                         The Consultant is granted a non-exclusive limited-use license of this Intellectual Property.



 


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



 





Return of Property


 


		17.	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


 


		18.	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


 


		19.	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.	Accelerated
                                         Healthcare Innovations, LLC

                                                                24
                                         Freedom Trail, Dennis, Massachusetts, 02638







 


 


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 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


 


		20.	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 year.



 





Modification of Agreement


 


		21.	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


 


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



 





Assignment


 


		23.	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


 


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



 





Enurement


 


		25.	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


 


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



 





Gender


 


		27.	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


 


		28.	This
                                         Agreement will be governed by and construed in accordance with the laws of the Commonwealth
                                         of Massachusetts.



 


Severability


 


		29.	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


 


		30.	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 1st day of December 2017.


 


 


 


IIOT-OXYS, Inc.








 


 


By: /s/ Giro DiBiase     


 


Giro DiBiase, CEO


 


 


 


Accelerated Healthcare
Innovations LLC


 


 


By: /s/ Cliff Emmons     


 


Cliff Emmons, Managing Member


 


 


 


 






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EXHIBIT
A


 


Securities
Law Representations


 


Accredited
Investor Status. The Consultant hereby represents that it is an “accredited investor” as that term is defined
in Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission (the “SEC”). The Consultant
has initialed below each of the categories which apply to the Consultant and has furnished to the Client any requested reasonable
evidence of the Consultant’s status as an “accredited investor.” (Please indicate and initial all applicable
categories)


 


_____
a corporation, limited liability company, partnership, or a Massachusetts or similar business trust, which was not formed for
the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000;


 


_____
an entity in which all of the equity owners are “accredited investors.”1


 


Representations
of the Consultant. The Consultant represents and warrants to the Client as set forth below.


 


a.                  
Restricted Securities. The Consultant understands that the Shares have not been registered pursuant to the Securities
Act, or any state securities act, and thus are “restricted securities” as defined in Rule 144 promulgated by the SEC.
Therefore, under current interpretations and applicable rules, the Consultant must retain the Shares for a minimum period and
any future public resale of the Shares will be possible only if the Client is current in its filings with the SEC under the Exchange
Act of 1934, as amended. Accordingly, the Consultant hereby acknowledges that it is prepared to hold the Shares for an indefinite
period.


 


b.                  
Investment Purpose. The Consultant acknowledges that the Shares are being acquired for its own account, for investment,
and not with the present view towards the distribution, assignment, or resale to others or fractionalization in whole or in part.
The Consultant further acknowledges that no other person has, and the Consultant currently intends that no person will have in
the future, a direct or indirect beneficial or pecuniary interest in the Shares.


 


c.                  
Limitations on Resale; Restrictive Legend. The Consultant acknowledges that it will not sell, assign, hypothecate,
or otherwise transfer any rights to, or any interest in, the Shares except (i) pursuant to an effective registration statement
under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) in any other transaction which,
in the opinion of counsel acceptable to the Client, is exempt from registration under the Securities Act, or the rules and regulations
of the SEC thereunder. The Consultant also acknowledges that an appropriate legend will be placed upon each of the certificates
representing the Shares stating that the Shares have not been registered under the Securities Act and setting forth or referring
to the restrictions on transferability and sale of the Shares.


 


 


 


_____________________


1
An individual is an “accredited investor” as defined in Rule 501(a) of Regulation D in that (i) he or she had an individual
income in excess of $200,000 in each of the two most recent calendar years or joint income with his or her spouse in excess of
$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year, or (ii)
his or her net worth (i.e., excess of total assets over total liabilities, but excluding the principal residence) is at least
$1,000,000.


 


 


 


 






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d.                  
Access to Information The Consultant, through the SEC website (www.sec.gov), has had access to (i) the Client’s
2016 annual report on Form 10-K; (ii) the Client’s quarterly reports on Form 10-Q for the quarters ended March 31, 2017,
June 30, 2017, and September 30, 2017; and (iii) all other reports and documents filed by the Client with the SEC since the date
of the annual report on Form 10-K. The Consultant has relied upon the information contained therein and has not been furnished
any other documents, literature, memorandum, or prospectus.



 


e.                  
Opportunity to Ask Questions. The undersigned representative of the Consultant entity has had the opportunity to
question and receive answers from the Client concerning the terms and conditions of the proposed stock transaction and the business
of the Client.


 


f.                   
Knowledge and Experience in Business and Financial Matters. The undersigned representative of the Consultant entity
has such knowledge and experience in business and financial matters that he is capable of evaluating the risks of the prospective
investment, and that the financial capacity of the Consultant entity is of such proportion the total cost of such party’s
commitment in the Shares would not be material when compared with its total financial capacity.


 


g.                  
No Advertisements. The Consultant and the Client had a significant preexisting relationship prior to entering into
this Agreement and the Consultant did not enter into this Agreement as a result of or subsequent to any advertisement, article,
notice, or other communication published in any newspaper, magazine, or similar media or broadcast on television or radio, or
presented at any seminar or meeting.


 


 


 


 


 


 


 


 


 






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