EXHIBIT 10.1


 


 


 


CONSULTING AGREEMENT


 


 


THIS AGREEMENT (this "Agreement") is
made this 10th day of May, 2013 by and between Patagonia Global Trading, LLC, located at 15051 Royal Oaks Lane #1404, North Miami,
Florida, 33181 ("Consultant") and Sigma Labs, Inc., a Nevada corporation located
at 100 Cienega, Suite 100, Santa Fe, NM (hereinafter referred to as "Company").


 


WHEREAS, Consultant specializes in online marketing of
companies, specifically on Facebook, via established marketing channels to promote companies' exposure to new potential followers
on Facebook.


 


WHEREAS, Company desires to have Consultant provide to
Company marketing services through Consultant's established, internet marketing channels, to build market awareness for the Company's
business based solely on information (the "Information") included in Company's Form 10-K for the period ended
December 31, 2012, Company's quarterly reports filed with the SEC in 2013 and in Company's press releases (the "Services").


 


NOW, THEREFORE, in consideration of the mutual promises
and covenants set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree
as follows:


 


ARTICLE II


Appointment; Services of Consultant


 


Article 2.1. Appointment. Company hereby retains Consultant
on a non-exclusive basis during the term of this Agreement to render the Services to the Company, upon the terms and conditions
as set forth herein.


 


Article 2.2. Services of Consultant. Consultant
agrees to immediately begin providing the Services to Company. 


 


 


ARTICLE III


Compensation


 


Article 3.1Compensation. In consideration for the
Services to be rendered by Consultant, Company agrees to issue Consultant 500,000 (five hundred thousand) restricted, Rule 144
shares of common stock of Company, based on a stock price of $0.0248 per share, which is equal to the closing price of Company’s
common stock on the date hereof. The Company shall deliver to Consultant the certificate
representing the foregoing shares within 30 days of the execution of this Agreement by both parties hereto.


 






    	 



    	 



    

 


 


ARTICLE IV


Term and Termination


 


Article 4.1Term. This Agreement shall be effective for a
period of 90 days commencing on the date hereof. The initial term of this Agreement may be extended by mutual written agreement
of the parties hereto, provided; however, that Company may terminate this Agreement for any reason and at any time upon 10 days’
written notice to Consultant.


 


 


ARTICLE V


General Provisions


 


Article 5.1Venue. The validity, performance, construction
and effect of this Agreement shall be governed by the laws of the State of Florida, without regard to conflicts of law.


 


Article 5.2Arbitration. Any disputes arising under
this Agreement shall be submitted to arbitration before a single arbitrator in accordance with such rules as the parties jointly
agree, to be conducted in Broward, County, Florida. If the parties are unable to agree on arbitration procedures, arbitration shall
be conducted in accordance with the then applicable Commercial Arbitration Rules of the American Arbitration Association. Judgment
upon the award rendered by the Arbitrator may be entered in any Court having jurisdiction. The prevailing party shall be entitled
to reasonable attorney's fees.


 


Article 5.3Notices. All notices, requests, demands,
and other communications required or that may be given hereunder shall be in writing and shall be deemed to have been duly given
when received, if delivered in person, or sent by certified mail, postage prepaid, return receipt requested or sent by nationally
recognized overnight courier service, and addressed to the last known address of the parties hereto.


 


Article 5.4Counterparts. This Agreement may be executed
in one or more counterparts, which taken together shall constitute one instrument. The counterparts may be executed electronically
and shall be deemed equivalent to an original of this Agreement for all intents and purposes. Each party has cooperated in the
drafting and preparation of this Agreement. In any construction to be made of this Agreement, the same shall not be construed against
any party on the basis that the party was the drafter.


 






    	 



    	 



    

 


Article 5.5Relationship of the Parties. Nothing contained
herein shall be construed to create an employer-employee, partnership or joint venture relationship between the parties, it being
understood that Consultant, while acting under the terms of this Agreement, is an independent contractor. Consultant shall be required
to provide its own computers, cell phone and Consultant shall have full discretion as to its own working hours and method in which
it performs the Services. It is further specifically understood that, although certain members of Consultant’s management
are licensed as lawyers and accountants, no legal, tax or accounting services are being rendered by Consultant nor contracted for
by Company hereunder and nothing contained herein shall be deemed to create such a relationship. Consultant
and Company agree that: (i) Consultant
is not a “broker” or a “dealer” as defined under any applicable federal and/or state securities laws and
will not raise money nor negotiate investment transactions on behalf of Company; (ii) Consultant
shall not engage in any acts for which he is required to be a broker/dealer; (iii) Consultant
shall not engage in any sales efforts in connection with any financing by any person or entity in Company; (iv) Consultant
shall not participate in any negotiation of the terms of any such financing, and (v) Consultant
shall not give any advice to anyone regarding the valuation of, potential return on, or the terms of any financing in, any securities
of Company. Consultant makes no representations, warranties or guaranties of any specific results or success.


 


Article 5.6Indemnification. Company agrees to defend,
indemnify and hold Consultant harmless from any and all claims, liabilities, debts, actions, judgments and/or settlements, including
reasonable attorneys’ fees, which may arise as a result of the Company's Information provided in connection with
the Consultant's Services, or from Company's breach of any of
Company's obligations, representations or warranties under this Agreement. Consultant agrees to defend, indemnify and hold Company
harmless from any and all claims, liabilities, debts, actions, judgments and/or settlements, including reasonable attorneys’
fees, which may result from Consultant's breach of any of Consultant's obligations, representations or warranties under this Agreement.


 


Article 5.7Right to Conduct Activities. The Company
hereby acknowledges that Consultant may invest in, own, manage, operate and/or consult for numerous other companies as Consultant,
in its sole discretion, determines. Consultant represents that neither it nor its affiliates are prohibited, directly or indirectly,
under any agreement or understanding with any third party from providing the Services to Company. Consultant shall not be liable
to the Company for any claim arising out of, or based upon activity by Consultant in any entity competitive to the Company, except
to the extent any such claim arises, directly or indirectly, from any conduct of Consultant or its affiliates which is not expressly
authorized by Company under this Agreement. The foregoing shall be subject to the Consultant’s confidentiality and fiduciary
duties to the Company.


 






    	 



    	 



    

 


Article 5.8Limitation of Liability. IN NO EVENT WILL
EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOSS OF PROFITS, LOSS OF BUSINESS, OR FOR ANY PUNITIVE, SPECIAL, CONSEQUENTIAL, EXEMPLARY,
OR INCIDENTAL OR OTHER INDIRECT DAMAGES, ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED, AND WHETHER ARISING UNDER CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. THE LIMITATIONS SET FORTH HEREIN APPLY EVEN IF THE POTENTIALLY LIABLE
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY STATED HEREIN.


 


Article 5.9Entire Agreement. This Agreement constitutes
the entire understanding of parties with respect to its subject matter and there are no oral or written representations, understandings
or agreements relating to the subject matter of this Agreement which are not fully expressed herein. This Agreement may only be
amended by a writing signed by authorized representatives of both parties.


 


Article 5.10This Agreement and all rights and obligations
hereunder shall inure to the benefit of and shall be binding upon subsidiaries, affiliates, successors, or assigns of the parties
hereto; provided, however, that neither party shall assign or transfer this Agreement in any manner without the prior written consent
of the other party.


 


Article 5.11Jurisdiction. This Agreement shall be governed
by, and construed in, accordance with the laws of the State of Florida without regard to conflicts of law principles that would
result in application of the law of another jurisdiction.


 


IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first written above.


 


 





	SIGMA LABS, INC.	PATAGONIA GLOBAL TRADING       
	 	 
	 	 
	 	 
	______________________________	_________________________________
	By:/s/ Mark J. Cola, President & CEO	By:/s/ David Zirulnikoff, Director