Exhibit 10.85


 


SERVICES AGREEMENT 


 


This Services Agreement (the “Agreement”)
sets forth the terms and conditions under which Relentless Ventures LLC, a Colorado company with its principal place of business
located at 2061 Shawnee Mission Parkway, Mission Woods, KS 66205 (“CONSULTANT”) has been engaged by CUI
Global, Inc., a Colorado corporation with its principal place of business located at 20050 SW 112th Avenue, Tualatin
OR 97062 (the “Company”). This Agreement is effective August 28, 2014 (the “Engagement Date”).


 


The parties agree as follows:


 


1.           
The Services. In consideration of Company’s payment of the Fees (as defined in Exhibit A, attached hereto),
CONSULTANT shall provide the services to the Company and reach the milestones as set forth in Exhibit A (collectively, the “Services”).


 


During the term of this Agreement CONSULTANT
will devote such time and attention to performing the Services for Company as are reasonably necessary or appropriate to provide
effective promotion of the Company and its affairs. Notwithstanding anything to the contrary herein, the Services will not include
any actions that constitute, or that CONSULTANT believes constitute, or that CONSULTANT is advised by its counsel may constitute,
general solicitation or advertising of the Company’s securities, rendering legal opinions or other legal services, performing
services which would require CONSULTANT to register as a broker or dealer, or performing services that would render CONSULTANT
an “underwriter” pursuant to federal or state securities laws.


 


2. The Fee. As more fully described
in Exhibit A and/or any written amendment thereto, CONSULTANT’s fee shall be in the form of Company’s restricted common
shares. CONSULTANT understands and agrees that said shares shall be restricted under SEC Rule 144.


 


3.           
Expense Reimbursement. Except as specifically provided in this Section, CONSULTANT shall not be entitled to be reimbursed
for any of the expenses, out of pocket or otherwise, that it incurs in the course of performing the Services.


 


4.           
Company’s Duties. Company shall diligently, competently and promptly take all actions reasonably requested
by CONSULTANT to enable CONSULTANT to fully and satisfactorily perform the Services for Company. If CONSULTANT’s failure
to perform the Services is due, in whole or in part, to Company’s failure to comply with this Section, CONSULTANT shall not
be in default under this Agreement.


 


5.           
Term and Termination


 


(a)Term. The Term of this Agreement
will commence on the Engagement Date and continue for a period of twelve (12) months (the “Initial Term”) unless
terminated as provided in the following subsection. The Term may be extended upon mutual agreement of the parties.


 






    	 



    	 



    

 


(b)Termination. This Agreement
may be terminated only as follows:


 


(i) By Company during the Term.
By notice given to CONSULTANT on or before September 15, 2014 or any month thereafter on or before the 15th of each
month, the Company may terminate this Agreement without cause, effective as of the close of business on October 14, 2014 or on
the 14th day of any subsequent month in which Notice of Termination was given the month before. If the Company terminates
the Agreement no further compensation will be owed CONSULTANT.


 


(ii) By CONSULTANT for Company’s
failure to Pay Fee or Cooperate. By notice given to the Company at any time, CONSULTANT may terminate this Agreement if the
Company has failed to pay any Fee when due. CONSULTANT may also terminate this Agreement if, within thirty (30) days of giving
a notice to Company that specifies in detail the facts constituting Company’s breach of its obligations under Section 4 hereof,
Company has not cured the breach.


 


(iii) By Either Party for any
Other Material Breach. Either party may terminate this Agreement if, within thirty (30) days of giving a notice to the other
party that specifies in detail the facts constituting the other party’s breach of any material term of this Agreement, not
described in subsection (ii) above, the breaching party has not cured the breach.


 


(c)Consequences of Termination.
If this Agreement is properly terminated, there shall be no further obligations on the part of the Company or CONSULTANT, their
respective stockholders, directors, officers, employees, agents or representatives, except CONSULTANT shall be obligated to continue
to comply with the provisions of Section 9. Nothing herein shall relieve either party from liability for any material breach of
this Agreement.


 


(d)Limitation of Liability. Notwithstanding
anything contained in this Agreement to the contrary, in no event shall CONSULTANT’s liability for any breach of this Agreement
exceed the amount paid by Company to CONSULTANT as Fees under this Agreement. Said amount of liability to be determined by the
market value of the restricted common stock at the close-of-business on the date the shares are granted to CONSULTANT.


 


6.           
Other Consultants and other Clients. The Company reserves the right to contract other firms to provide services similar
to the Services and expressly acknowledges that CONSULTANT shall be entitled to provide the Services to other public companies
provided that such other representation does not in any way interfere or conflict with the effective performance of CONSULTANT’s
duties hereunder, and provided, further, that CONSULTANT adheres to its obligations of confidentiality as set forth in Section
9 hereof.


 


7.           
Status as Independent Contractor. All payments hereunder will be made to CONSULTANT as an independent contractor
and CONSULTANT will be solely responsible for federal, state, and city tax filings and remittances. CONSULTANT is not, and by the
provision of the Services will not become an agent or employee of the Company and will have no authority, express or implied, to
commit or otherwise obligate the Company in any manner whatsoever.


 






    	 



    	 



    

 


8.           
Compliance with Laws. CONSULTANT represents and warrants that it will perform the Services in a professional manner
and in compliance with all applicable laws and legal requirements, including but not limited to all applicable federal and state
laws and regulations applicable to CONSULTANT or to the Company.


 


9.           
Nondisclosure. CONSULTANT will not, either during or after the term of this Agreement, directly or indirectly, divulge,
publish or disclose any information regarding the affairs or business of the Company or its affiliates except
information that is provided by the Company and expressly authorized to be disclosed. CONSULTANT will not use for its own purposes,
or for any purposes other than providing the Services to the Company, any information CONSULTANT may acquire with respect to the
Company’s affairs, business, technologies, or projects. Upon the termination of this Agreement (for any reason) CONSULTANT
will promptly return to the Company all documents and other property of the Company including, without limitation, all Confidential
Information (as defined below) and all copies thereof. CONSULTANT will deliver all such materials in accordance with the Company’s
directions.


 


CONSULTANT acknowledges that the Company
may provide to CONSULTANT material, non-public information (“Confidential Information”) concerning the Company.
CONSULTANT agree that only those employees who have a need to know such information will have access to such Confidential Information,
and that any employee or CONSULTANT who is provided with such access will be under a written obligation to maintain the confidentiality
of such Confidential Information on terms at least as restrictive as those provided for herein. CONSULTANT will not trade the Company’s
stock upon the basis of any material non-public information that CONSULTANT may possess.


 


CONSULTANT will segregate all Confidential
Information from information of other companies and will not reproduce any of the Confidential Information without the Company’s
prior written consent. CONSULTANT acknowledges that (i) CONSULTANT has received and read the Company’s most recently filed
public documents, and (ii) the Company has made available to CONSULTANT all other documents and information that CONSULTANT has
requested relating to the Company.


 


10.         
Notice. Any notice required or permitted to be given by this Agreement shall be in writing and must be given by personal
delivery, by confirmed facsimile transmission, by overnight courier, or by mailing, postage prepaid, registered or certified mail.
All notices shall be addressed to the receiving party at its address set forth below or to such other address as the receiving
party may, by notice, designate. Notices shall be deemed to be given and effective as follows: (i) if personally delivered or sent
by facsimile, as of the date the notice is personally delivered of faxed; (ii) if sent by overnight courier, two (2) business days
after delivery of the notice to the courier; and (iii) if sent by certified or registered mail, four (4) business days after mailing.
Notice shall be addressed as follows:


 


		(a)	if to the Company, to: Bill Clough, 20050 SW 112th Avenue, Tualatin, OR 97062



		(b)	if to CONSULTANT, to: Relentless Ventures LLC c/o Midland, 2061 Shawnee Mission Parkway, Mission Woods KS 66205



 






    	 



    	 



    

 


11.         
Binding Effect; No Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto.
This Agreement may not be assigned.


 


12.         
Severability. Each provision and paragraph of this Agreement is declared to constitute a separate and distinct covenant
and to be severable from all other such separate and distinct covenants under this Agreement. If any covenant or provision herein
contained is determined to be void or unenforceable, in whole or in part, such determination shall not affect or impair the validity
or enforceability of any other covenant or provision contained in this Agreement and the remaining provisions of this Agreement
shall be valid and enforceable to the fullest extent provided by law.


 


13.         
No Brokers. CONSULTANT represents and warrants that it has not retained any broker or other individual in connection
with the subject matter of this Agreement who may be entitled to be paid a fee by the Company in connection herewith.


 


14.         
Entire Agreement. This Agreement replaces, supersedes and cancels all prior or contemporaneous agreements, representations
and understandings between the Company and CONSULTANT in respect of the subject matter of this Agreement.


 


15.         
Governing Law. This Agreement shall be governed in all respects, including validity, interpretation and effect, by
the laws of the state of Oregon applicable to contracts executed and to be performed wholly within such state.


 


16.         
Costs of Dispute Resolution. In the event of any conflict, claim or dispute between the parties or their successors
in interest, whether or not such conflict, claim or dispute has its basis in law or in equity, the prevailing party shall be entitled
to receive from the non-prevailing party all reasonable expenses incurred of every sort whatsoever including, but not limited to,
actual attorneys fees and costs incurred in connection with each of the following: (i) advising the prevailing party of the parties’
rights and obligations under this Agreement, regardless of whether any mediation, arbitration or legal action is commenced; (ii)
pre-mediation, pre-arbitration or pre-trial activities; (iii) mediation, arbitration or trial, and on appeal; and (iv) any bankruptcy
or receivership proceedings.


 


17.         
Consent to Jurisdiction. The Company and CONSULTANT hereby irrevocably submit in any suit, action or proceeding arising
out of or relating to this Agreement to the exclusive jurisdiction and venue of the United States Federal and State Courts of the
State of Oregon and irrevocably waive any and all objections to such courts’ exclusive jurisdiction and venue in any such
suit, action or proceeding.


 


18.         
Waiver of Jury Trial. The Company and CONSULTANT hereby waive any right they may have to a trial by jury in respect
of any action, proceeding or litigation directly or indirectly arising out of, under, or in connection with this Agreement.


 


19.         
Amendments; Waivers. No amendment or waiver of any provision of this Agreement shall be binding upon a party unless
made in writing and signed by such party.


 


20.         
Further Documents. The parties will execute and deliver all such further documents and instruments and do all such
further acts and things as may be required to carry out the full intent and meaning of this Agreement.


 






    	 



    	 



    

 


21.         
Indemnification. CONSULTANT shall indemnify and hold harmless the Company, its directors and officers, and each person,
if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange
Act of 1934, as amended) against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ and
accountants’ fees, disbursements and expenses, as incurred) incurred by such party arising out of or based upon (i) any failure
of CONSULTANT to perform the Services in accordance with applicable law, or (ii) any suit, claim, investigation, action or other
proceeding brought by any governmental entity in connection with CONSULTANT’s performance under this Agreement.





 


22.         
Counterparts. This Agreement may be executed in two or more partially or executed counterparts, each of which shall
be deemed an original, but all of which together shall constitute but one and the same instrument provided that neither
party shall have any obligations hereunder until all parties have become signatories hereto.


 


Signature Page
Follows


 






    	 



    	 



    

  





 




 


Please confirm that the foregoing correctly
sets forth our agreement by initialing each page, signing the signature page, and returning to us via facsimile a copy of this
Agreement.


 





	 	By:	 	 
	 	 	      Authorized Officer	 
	 	 	      On behalf of Relentless Venture LLC	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	AGREED AND ACCEPTED	 
	 	 	 	 
	 	CUI Global, Inc.	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	      William Clough, Chief Executive Officer       	 
	 	 	      On behalf of CUI Global Inc.