Exhibit 10.27


 


Statement of Work


 


	
        MetzOhanian

         

        1320 Arrow Point Dr 

Suite 501 #TW100

        Cedar Park, TX 78613
	
	 	 




 


SOW 01 for Computer Software Consulting and Development
Master Services Agreement with Petroteq Energy, Inc.


 


	Date	Services Performed By:	Services Performed For:
	 	 	 
	June 5, 2018	MetzOhanian	Petroteq Energy, Inc.
	 	1320 Arrow Point Dr	4370 Tujunga Ave
	 	Suite 501 #TW100	#320
	 	Cedar Park, TX 78613	Studio City, CA 91604


 





 



 


This Statement of Work (SOW) is issued pursuant to
the Computer Software Consulting and Development Master Services Agreement between Petroteq Energy, Inc. (“Client”)
and MetzOhanian (“Consultant”), effective June 5, 2018 (the “Agreement”). This SOW is subject to the terms
and conditions contained in the Agreement between the parties and is made a part thereof. Any term not otherwise defined herein
shall have the meaning specified in the Agreement. In the event of any conflict or inconsistency between the terms of this SOW
and the terms of this Agreement, the terms of this SOW shall govern and prevail.


 


This SOW # 01 (hereinafter called the “SOW”),
effective as of June 5, 2018, is entered into by and between Consultant and Client, and is subject to the terms and conditions
specified below. The Exhibit(s) to this SOW, if any, shall be deemed to be a part hereof. In the event of any inconsistencies between
the terms of the body of this SOW and the terms of the Exhibit(s) hereto, the terms of the body of this SOW shall prevail.


 


Period
of Performance





 



 


The Services shall commence
on June 5, 2018, and shall continue no later than August 10, 2018.


 


Engagement
Resources





 



 


Noah Smith: Systems engineering, systems architecture



 


Bryan Freeman: Software Architect, blockchain, supply chain


 




    	Statement of Work for Petroteq Energy, Inc. ■ June 5, 2018	1



     


    

 


Scope
of Work





 



 


This SOW encompasses initial discovery and project
technical evaluation. The goal is to better define the project’s business requirements, identify the high-level software
and architectural components of any necessary systems, and provide rough estimation of the scheduling and cost to complete a development
project that meets Client’s needs. To that end, Consultant shall provide Services as follows:


 


		●	Technical guidance
and consulting to scope and estimate the development work necessary to implement an MVP of a blockchain-based petrochemical supply
chain application.



		●	Technical guidance and consulting to
scope and estimate the features and viability of market extensions to the aforementioned work necessary to monetize the application
as a platform for external business engagement and development.



 


Deliverable Materials





 



 


Below is a list of target deliverables for the SOW.
The deliverables will be completed in the order of importance, as determined by the Client during the initial kick-off meeting
on the first day of engagement, until the SOW’s estimated time of 80 hours is exhausted. Deliverables not completed by the
end of the engagement will be considered out-of-scope.


 


The will proceed in the order of importance as determined
by the Client during the first engagement meeting on the first day on which work commences and shall proceed until the estimated
time of 80 hours is


 


		●	Documentation identifying the major business requirements of the software
project



		●	A prioritized list of features necessary to meet the business requirements



		●	An initial calendar schedule for the delivery of the MVP scope



		●	Documentation identifying,
at a high level, the architectural components recommended for use in completing the software project.



		●	Proof-of-concept software implementing
a key feature or architectural component.



 


Consultant Responsibilities





 



 


		●	The Consultant agrees to notify the Client of project delays as soon
as they become known.



		●	If written estimates have been provided,
the Consultant will notify the client of potential cost overruns as soon as they become known so that adjustments can be made as
necessary. The Consultant will not exceed the total prior estimate without written agreement from the Client to proceed.



		●	The Consultant will bill time spent in 15-minute increments.



 




    	Statement of Work for Petroteq Energy, Inc. ■ June 5, 2018	2



     


    

 


Client
Responsibilities





 



 


		●	The Client is responsible for paying
all invoices by the agreed upon date. Failure to pay an invoice will result in an immediate work stoppage as per the terms of the
Agreement.



		●	The Client must provide the Consultant
with necessary project information, assist the Consultant by scheduling and participating in necessary information gathering sessions
with the Client and their End Users, and otherwise act in good faith in an effort to complete the project in a timely and cost-effective
manner.



 


Fee Schedule, Estimate,
and Calendar





 



 


This engagement will be conducted on a Time &
Materials basis. An estimate for the total services will be provided below. Any estimates are not quotes; they are provided only
for the purposes of project planning.


 


Consultant will provide 2 resources based on the following rate
structure:


 


	Item Description	 	Number of Resources	 	Hourly Rate	 
	Business requirements and platform architecture discovery	 	1	 	$	175	 
	Network and security infrastructure discovery	 	1	 	$	175	 



 


The estimated time for this effort is 80 hours
($14,000), produced over no more than 3 weeks, and shall not exceed this amount or time unless instructed by the Client in writing.


 


Out-of-Pocket
Expenses / Invoice Procedures





 



 


Client will be invoiced up-front for $10,000, due
before engagement begins. The remainder of the estimate ($4,000) will be included in a subsequent standard invoice. If the Client
wishes to extend the engagement, subsequent invoices shall be submitted monthly in arrears, referencing this Client’s SOW
Number to the address indicated above, or to another location of the Client’s choosing. Each invoice will reflect charges
for the time period being billed.


 


Client will be invoiced all costs associated with
out-of-pocket expenses (including, without limitation, costs and expenses associated with meals, lodging, local transportation
and any other applicable business expenses) listed on the invoice as a separate line item. Invoices are due within 30 days of receipt.


 




    	Statement of Work for Petroteq Energy, Inc. ■ June 5, 2018	3



     


    

 


Service
Level Agreement





 



 


		●	Provide at least 80 hours consulting
resources within 3 weeks of engagement, during normal business hours



		●	Normal business hours are 10 AM to 6
Pm CST, Monday through Friday, excluding Federal Holidays, and other Holidays as observed by MetzOhanian.



 


Intellectual Property





 



 


Upon full payment for work undertaken, Consultant
agrees to assign to the Client, or its designee, all right, title, and interest in and to any and all inventions, original works
of authorship, developments, concepts, improvements, designs, drawings, discoveries, algorithms, formulas, computer code, ideas,
trademarks, or trade secrets, whether or not patentable or registrable under patent, copyright or similar laws, related to the
Client’s business, which the Consultant may solely or jointly conceive or develop or reduce to practice, or cause to be conceived
or developed or reduced to practice, with the use of Client’s equipment, supplies, facilities, assets, or confidential information,
or which may arise out of any research or other activity conducted under the direction of the Client.


 


Consultant understands and agrees that (i) all original
works for authorship which are made by Consultant (solely or jointly with others) within the scope of the Client’s business
which are protectable by copyright are “works made for hire,” as that terms is defined in the United States Copyright
Act and (ii) the decision whether or not to commercialize or market any Intellectual Property is within the Client’s sole
discretion and for the Client’s sole benefit and that no royalty or other consideration will be due to the Consultant as
a result of the Client’s efforts to commercialize or market any such Intellectual Property.


 


IN WITNESS WHEREOF, the parties hereto have
caused this SOW to be effective as of the day, month and year first written above.


 


	MetzOhanian	 	Petroteq Energy, Inc.
	 	 	 	 	 
	By:	/s/ Chad Porter	 	By:	/s/ Aleksandr Blyumkin
	Name:	Chad Porter	 	Name:	Aleksandr Blyumkin
	Title:	Managing Partner	 	Title:	Chairman
	Date:	6/05/2018	 	Date:	06/06/2018




 


 


	Statement of Work for Petroteq Energy, Inc. ■ June 5, 2018	4