Exhibit 10.1


 


	TechCXO
    	Accelerate the Vision.






 





Consulting
Services Proposal For Sonoma Pharmaceuticals


 


Objectives


 


Sonoma Pharmaceuticals seeks an experienced
CFO to support the company’s rapid growth. TechCXO can provide flexible assistance throughout this process. I can act as
your CFO and as a member of your management team.


 


Below are several areas where I can provide
financial leadership:


 


		1.	Assess and make recommendations to improve the company’s processes and controls.



		2.	Lead and drive the budgeting, forecasting and review process. Make adjustments based on variance analyses with the team.



		3.	Manage the company’s reporting requirements for its collaborations and grants.



		4.	Manage board relations for all finance-related items.



		5.	Lead the SEC reporting and financial audit.



		6.	Will Sign and Accept Responsibility as defined by the Securities & Exchange Commission as the “Principal Financial
Officer” and “Principal Accounting Officer” of Sonoma Pharmaceuticals (NASDAQ: SNOA)



		7.	Support the team’s fundraising efforts as needed.



		8.	Help develop a comprehensive set of key performance indicators and ensure they are produced in a timely and accurate manner.



		9.	Provide assistance with operational/administrative tasks which might include: legal, IT, facilities, general admin, as well
as human resource functions.



 


Timing, Scope and Staffing


 


TechCXO’s services are provided on
an hourly basis. My rate structure for this engagement is:






	CFO consulting services	$225 per hr.
	Additional Equity	$25,000 in common stock, to be issued in two equal tranches. The first tranche will be issued as soon as practicable after signing of this Agreement (with the closing stock price on the grant date as measure for the number of shares) and the second tranche will be issued on or after 10/14/2020 (with the closing stock price on the grant date as measure for the number of shares). The grant (regardless of issue date) will vest in three years, with the first third vesting on 4/14/2021, second third will vest on 4/14/2022 and remaining third will vest on 4/14/2023. If Client terminates Consultant prior to 4/14/2021, all stock shall vest immediately on the termination date. If Client terminates Consultant on or after 4/14/2021, including by not renewing this Agreement, all unvested stock shall be forfeited. If Consultant terminates all unvested stock shall be forfeited.
	Support Staff – if requested	TBD
	 	 
	Expenses*	Billed as incurred
	
         

         
	 


Once I take on a project, I give 110% and make
myself available in person and via email and phone to ensure continuity in our efforts.


 


 


 



    	 	1	 



     

    




 


Consulting Services Agreement


 


The below designated Client (“Client”)
acknowledges and agrees that the services performed by TechCXO, LLC are governed by the Terms and Conditions (FY 2019) attached
hereto and incorporated as part of this Consulting Services Agreement (“Agreement”). The terms of the accompanying
Consulting Services Proposal are hereby incorporated by reference and made a part hereof, to the extent not inconsistent with or
contrary to any provision herein. In the event of any conflict, the terms of this Agreement shall prevail.


 


Agreement to the terms and conditions is
indicated by specification of the required information below and signature of authorized agents for both TechCXO, LLC, and Client.


 


	Effective Date of this Agreement:	 	April 14, 2020                        
	 	 	 
	 	 	 	 
	 	 	 	 	 


 


	Executed by Client:	 	Executed by TechCXO, LLC:
	 	 	 
	Signature:	/s/ Amy Trombly	 	Signature:	/s/ R. Grant Edwards
	 	 	 	 	 
	Date:	4/20/2020	 	Date:	4/16/2020
	 	 	 	 	 
	Printed Name:	Amy Trombly	 	Printed Name:	R. Grant Edwards
	 	 	 	 	 
	Title:	CEO	 	Title:	Partner


 


 


 


 


 






    	 	2	 



     

    

 


Terms and Conditions


 


		1.	Consulting Services



 


TechCXO, LLC (“TechCXO”)
will provide consulting services and executive talent pursuant to the scope of services provided in the accompanying proposal or
work order, and under the terms and conditions of this Consulting Services Agreement (“Agreement”). Any changes to
the Agreement shall be documented and approved by TechCXO and Client in writing and attached to the Agreement. Scheduled service
dates will be agreed upon mutually, subject to availability of TechCXO personnel.


 


		2.	Status of Parties



 


TechCXO and its principals,
employees, agents and subcontractors (collectively, “Consultants”) shall be, and at all times during this Agreement
shall remain, an independent contractor in relationship to the Client. Consultants shall not have any rights to the Client’s
usual employee fringe benefits, including, but not limited to, worker's compensation benefits, and in no event is any contract
of agency or employment intended by this Agreement. Except to the extent authorized by the Client’s Board of Directors in
writing, and consistent with the scope of the services under this Agreement, Consultants shall have no authority to bind, obligate,
or commit the Client by any agreement, promise, or representation in any manner whatsoever.


 


		3.	Incidental Expenses



 


Client shall reimburse TechCXO
for actual, reasonable travel, lodging, and out-of-pocket expenses incurred with Client’s prior written approval. Mileage
rates will conform to the IRS standard rate schedule.


 


		4.	Fees, Invoicing, and Payment



 


TechCXO’s fees (hourly
and fixed) and payment terms are stated in the accompanying proposal or work order, and are subject to periodic adjustment (but
in the case of hourly rates, not more often than once every twelve (12) months). Invoices will normally be issued on a semi-monthly
basis, unless otherwise provided. Fees for services shall be payable when invoiced, and shall be deemed overdue if they remain
unpaid 31 days after the date of invoice. Overdue fees shall be subject to a late payment of one and one half percent (1.5%) per
month for each month where payment is not received. Client’s failure to make timely payments under this Agreement may be
considered by TechCXO a material breach of this Agreement, which may result in suspension of consulting services to Client.


 


If Client’s procedures
require that an invoice be submitted against a purchase order before payment can be made, Client will be responsible for issuing
such purchase order 30 days before the payment due date. If TechCXO has to collect past due sums under this agreement, then it
shall also be entitled to collect its reasonable collection costs, interest and attorney’s fees. Payments are due regardless
of any third party action or responsibilities of Client.


 


Remit to Address:     TechCXO,
LLC


1911 Grayson Highway, Suite
8/122


Grayson, GA 30017


 


		5.	Term of Agreement



 


The initial term of this Agreement
shall be one (1) year from the date executed, unless specifically stated otherwise in writing. The parties may terminate the engagement
as outlined in Section 12.


 


 


 






    	 	3	 



     

    

 


		6.	Client Obligations



 


As part of the engagement under
this Agreement, Client will furnish or make available any company plans, product information, financial information, and other
relevant resources, and provide access to necessary personnel, as requested by TechCXO to enable the performance of the consulting
services. TechCXO fees are based on anticipated cooperation from Client personnel and the assumption that unexpected circumstances
will not be encountered during the engagement. Other resources, such as Internet access while present on Client premises and adequate
work space facilities, shall be as agreed with Client. If significant unexpected circumstances occur, the parties will discuss
a new fee estimate before TechCXO incurs additional costs.


 


		7.	Changes in Scope



 


The scope of the engagement
is stated in the accompanying proposal or work order, and shall be the only services provided under this Agreement. In the event
that Client seeks to change the scope of the engagement, Client shall discuss such proposed changes with TechCXO. If TechCXO elects
to perform such changes to the engagement, the parties shall work together in good faith to come to new terms on the scope of the
engagement. Any changes in scope shall be mutually agreed upon in writing prior to commencement of the change. This includes any
required changes in engagement responsibilities, fees and schedule. TechCXO shall not be obligated to perform any differing or
additional consulting services unless the parties have mutually agreed upon and executed a written change order or amendment to
this Agreement. TechCXO shall be entitled to an adjustment in fees based on the change in scope of the engagement. TechCXO will
provide an estimate for the change in a timely manner and the Client shall approve or disapprove this change in a timely manner.


 


		8.	Taxes



 


The fees quoted in the accompanying
proposal or work order do not include taxes. TechCXO and Consultant shall be responsible for any federal, state, or local taxes
based on the services provided under this Agreement.


 


		9.	Rights to Work Product



 


All deliverables under this
Agreement shall be considered works-made-for-hire (“Deliverables”) and all ownership rights relating to the Deliverables
shall vest in Client. Nothing herein shall be construed to grant TechCXO any right or license to use the confidential, proprietary
information of Client. Notwithstanding the provisions of this section, any intellectual or other property, including but not limited
to tools, business processes, work products, methodologies, techniques, trade secrets, works of authorship, standard training material,
courseware, third party or open source software, or content which (i) is not customized specifically for Client; (ii) does not
contain any Client confidential or proprietary information; and (iii) was developed by TechCXO prior to the execution of this Agreement,
and used in the performance of its obligations in creating the Deliverables pursuant to this Agreement (“TechCXO Property”),
belongs to and remains the property of TechCXO. TechCXO hereby grants to Client a worldwide, nonexclusive, irrevocable, perpetual,
royalty-free license to use, copy, distribute, display, modify and make derivative works of all such TechCXO Property in accordance
with this Agreement.


 


		10.	Warranty and Disclaimers



 


TechCXO warrants that its services
provided pursuant to this Agreement will be performed in a timely and professional manner consistent with generally-accepted industry
standards. Any modifications made to work products or services provided by TechCXO that are not authorized and executed by TechCXO
shall void the warranty.


 


EXCEPT AS EXPRESSLY SET FORTH
IN THIS SECTION, TECHCXO EXPRESSLY DISCLAIMS AND CLIENT EXPRESSLY WAIVES ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.


 


EXCEPT AS EXPRESSLY SET FORTH
IN THIS SECTION, ALL SERVICES AND DELIVERABLES ARE PROVIDED “AS IS.” TECHCXO IS PROVIDING SERVICES TO ASSIST CLIENT.
CLIENT IS RESPONSIBLE FOR REVIEWING THE DELIVERABLES TO ENSURE THEIR ACCURACY AND COMPLETENESS AND FOR THE RESULTS OBTAINED FROM
ITS USE OF THE DELIVERABLES.


 


 


 



    	 	4	 



     

    




		11.	Limitation of Remedies



 


Client’s sole and exclusive
remedy for any claim against TechCXO and its Consultants with respect to the quality of the services provided by TechCXO under
this Agreement shall be, at TechCXO’s option, re-performance of the consulting services or termination of the engagement
and return of the portion of the fees paid to TechCXO by Client for the nonconforming portion of the consulting services


In order to receive warranty
remedies, deficiencies in the services must be reported to TechCXO in writing within 60 days of completion of that portion of the
services. In the absence of any such notice, the services shall be deemed satisfactory to and accepted by Client.


 


		12.	Termination of Agreement



 


Unless stated otherwise in the
proposal or work order applicable to the services under this Agreement, either party can terminate this Agreement without cause
upon thirty (30) days written notice to the other party prior to the expiration of the then-current term. Either party can terminate
this Agreement for cause if either party considers the other party is not performing its obligations in accordance with the terms
of this Agreement, and provides written notice to the other party of such non-performance. The party receiving such written notice
will have fifteen (15) days from the date of notice receipt to correct the situation. If the situation is not corrected, the Agreement
can be terminated immediately upon written notice. Upon termination of this Agreement, TechCXO will immediately cease performing
any consulting services, and Client will pay TechCXO for all services provided and expenses incurred through the date of termination.


 


		13.	TechCXO Consultants



 


In the event Client believes
that any TechCXO Consultant is failing to perform the services in a satisfactory manner or believes that the Consultant is not
technically qualified, Client shall notify TechCXO as to the reasons for such failure. Upon receipt of notice or as soon as reasonably
practical thereafter, Client and TechCXO shall mutually determine the best course of action to take to resolve such failure, which
action may include replacing such Consultant at no cost to Client. Should Client request that a TechCXO Consultant be replaced
for any reason other than job performance or technical qualification, an additional cost may be assessed to Client. This cost will
be mutually agreed to in writing prior to replacement of the Consultant.


Due to the limited nature of
TechCXO’s engagement, unless expressly stated in the accompanying proposal or work order, TechCXO and its Consultants shall
not be solely responsible for the financial and accounting functions of Client even if acting in a “CFO” or similar
executive role. TechCXO and its Consultants are acting solely in a consulting capacity, and the scope of the engagement is expressly
limited to the responsibilities set forth in the accompanying proposal or work order.


 


		14.	Force Majeure



 


Neither party shall be responsible
for any failure to perform or delay in performing any of its obligations under this Agreement where and to the extent that such
failure or delay results from causes outside the reasonable control of the party. Such causes shall include, without limitation,
Acts of God or of the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics,
quarantine restrictions, freight embargoes, civil commotions, or the like; however, the parties are aware of the current COVID-19
pandemic and consider this pandemic not to be a force majeure event. Notwithstanding the above, strikes and labor disputes shall
not constitute an excusable delay for either party under this Agreement.


 


		15.	Non-Solicitation of Employees



 


Each party agrees not to solicit,
offer, or promise employment or employ the other party’s employees (full-time employees, Consultants or contractors) during
the term of the Agreement and for a period of one (1) year following termination of this Agreement for any reason, unless prior
written consent is received from the non-hiring party. In the event an employee is solicited, offered employment or hired in violation
of this Agreement, the breaching party shall pay to the other party as liquidated damages a fee equal to 50% of the employee’s
yearly compensation within 30 days of written notice of such violation.


 


 


 






    	 	5	 



     

    

 


		16.	Limitation of Liability



 


UNDER NO CIRCUMSTANCES AND UNDER
NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES,
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR CONSULTANTS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES, LOST FUNDING OR INVESTMENT,
LOST BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY THE OTHER PARTY OR SUCH THIRD PARTY IN CONNECTION
WITH THIS AGREEMENT OR THE CONSULTING SERVICES, REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE
FORESEEN SUCH DAMAGES.


 


CLIENT AGREES THAT TECHCXO’S
TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH ANY CONSULTING SERVICES, SHALL IN NO EVENT EXCEED
THE FEES PAID BY CLIENT TO TECHCXO PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, AND SHALL IN NO EVENT
EXCEED THE TOTAL AMOUNT OF FEES PAID BY CLIENT TO TECHCXO UNDER THIS AGREEMENT. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL
PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE
FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF TECHCXO WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN.
TECHCXO HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE CLIENT THE CONSULTING SERVICES PROVIDED FOR IN THIS AGREEMENT.


 


TechCXO shall not be liable
for any deficiency in performance of consulting services to the extent resulting from acts or omissions of the Client, including
but not limited to, Client’s failure to provide accurate information, timely assistance, relevant resources or necessary
personnel requested by TechCXO to enable the performance of the consulting services. TechCXO also shall not liable for any deficiency
in performance of consulting services to the extent that it does not directly supervise and/or manage staffing personnel provided
to Client by TechCXO, or Client refuses to engage or allow a TechCXO Partner to be involved in the oversight and/or performance
of the consulting services.


 


		17.	Indemnification



 


Each party shall indemnify and
hold the other harmless against any and all third-party claims, costs, expenses, losses, and liabilities claimed by third parties,
arising out of misrepresentations, acts, or omissions of the indemnifying party, and Client shall indemnify and hold TechCXO harmless
against any and all third party claims, costs, expenses, losses, and liabilities claimed by third parties, arising out of the providing
of the products or services referenced in this Agreement, except for instances of fraud, gross negligence, or willful misconduct.


 


		18.	Nondisclosure



 


By virtue of this Agreement,
the parties may have access to information that is confidential to one another (“Confidential Information”). For purposes
of this Agreement, Confidential Information may include, but is not limited to, information regarding proprietary methods and products,
potential product and/or service offerings, source code, designs, documentation, customer names, customer data, business plans,
financial analysis, future plans and pricing, the marketing or promotion of any product, and business policies and practices. The
parties agree, both during the term of this Agreement and for a period of two (2) years after termination, for any reason, of this
Agreement and of all work orders hereunder, to hold each other's Confidential Information in strict confidence. The parties agree
not to make each other's Confidential Information available in any form to any third party or to use each other's Confidential
Information for any purpose other than the performance of this Agreement. Each party agrees to take all reasonable steps to ensure
that Confidential Information is not disclosed or distributed in violation of the provisions of this Agreement, except a disclosure
pursuant to any judicial or government request or order. The parties hereby acknowledge (1) the unique nature of the protections
and provisions set forth in this provision, (2) that a party will suffer irreparable harm if the other party breaches any of said
protections of this provision, and (3) that monetary damages will be inadequate to compensate the party for such breach. Therefore,
if a party breaches this provision, then the aggrieved party shall be entitled to injunctive relief, in addition to any other remedies
at law or equity, to enforce such provision.


 


 


 


 






    	 	6	 



     

    

 


		19.	Arbitration



 


Except for attempts by TechCXO
to collect amounts owed under this Agreement, or attempts by either party to enforce the provisions of Section 18, which may be
pursued, among other ways, through the federal and state judicial systems, any controversy, dispute, or claim of whatever nature
arising out of, in connection with, or in relation to the interpretation, performance, or breach of this agreement, including any
claim based on contract, tort, or statute, shall be resolved, at the request of any party to this agreement, by final and binding
arbitration administered by and in accordance with the then existing rules and procedures of the American Arbitration Association,
as the exclusive method of dispute resolution. The arbitration shall take place in Fulton County, Georgia. Judgment upon any reward
rendered by the arbitrator may be entered by any state or federal court having jurisdiction thereof.


 


		20.	Notice



 


Any notice required or permitted
to be given by one party to the other shall be deemed to be given when notice is mailed via certified mail with the United States
Postal Service with sufficient postage prepaid, or by recognized courier service with verification of delivery, addressed to respective
party to whom notice is intended at the address specified above in this Agreement.


 


		21.	Governing Law



 


This Agreement shall be governed
by the laws of the State of Georgia without regard to its choice of laws rules. Any dispute arising out of or relating to this
Agreement shall be determined by a federal or state court in the State of Georgia. The parties hereby submit to the jurisdiction
of such courts.


 


		22.	Severability



 


If any provision of this Agreement
is held by final judgment of a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalid, illegal,
or unenforceable provision shall be severed from the remainder of this Agreement, and the remainder of this Agreement shall be
enforced. In addition, the invalid, illegal, or unenforceable provision shall be deemed to be automatically modified, and, as so
modified, to be included in this Agreement, such modification being made to the minimum extent necessary to render the provision
valid, legal, and enforceable. Notwithstanding the foregoing, however, if the severed or modified provision concerns all or a portion
of the essential consideration to be delivered under this Agreement by one party to the other, the remaining provisions of this
Agreement shall also be modified to the extent necessary to equitably adjust the parties' respective rights and obligations hereunder.


 


		23.	Counterparts



 


This Agreement may be executed
in counterparts, each of which shall be deemed an original and all of which together constitute a singled integrated document.
Facsimile transmissions of the signature page shall be binding upon the parties.


 


		24.	Entire Agreement



 


This Agreement constitutes the
complete agreement between the parties and supersedes all previous agreements or representations, written or oral, with respect
to the services and terms described herein. This Agreement may not be modified or amended except in writing signed by a duly authorized
representative of each party.


 


 






    	 	7