Exhibit 10.2


 








 


CONSULTING
AGREEMENT


 


This Consulting Agreement (“Agreement”)
is made and entered into as of February 07, 2020 (“Effective Date”)
by and between DRIVEN DELIVERIES (“Company”), and IP TECH SOLUTIONS, LLC the party identified in the signature
block below (“Consultant”) (each referred to individually as a “Party,” or collectively as the “Parties”).


 


The Company desires to retain Consultant
as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services,
on the terms described below.


 


In consideration of the mutual promises
contained herein, the Parties agree as follows:


 


 1. Services and Compensation




 


 1.1. Services. Consultant shall perform the following services:




 


		●	The Consultant will provide the Company services
as an Operations & Technology consultant.



		●	The Consultant shall be responsible for the strategic
planning of direct to consumer operations including technology to support expansion.



		●	These Services will include setting development priorities,
developing key performance indicators, and recommending optimizations within the logistics organization.



		●	The Company will provide the Consultant with the
appropriate level of resources and information to perform such duties, and the Consultant shall be reimbursed for fees and expenses
approved by the Company.



		●	The Consultant will report directly to the CEO of the and will keep
the CEO informed of all matters concerning the Services as requested by the CEO from time to time.



 


1.2 Compensation.
The Company shall pay Consultant a flat fee consulting rate of $10,000 per month. The Company shall pay Consultant twice per month
on the 1st & 15th.


 


1.3 Expenses.
The Company will reimburse Consultant, in accordance with Company policy, for all reasonable expenses incurred by Consultant
in performing the Services pursuant to this Agreement, if Consultant receives written consent from an authorized agent of the Company
prior to incurring such expenses and submits receipts for such expenses to the Company in accordance with Company policy.


 


 2. Confidentiality




 


2.1. Definition of
Confidential Information. “Confidential Information” means any nonpublic information that relates to the
actual or anticipated business and/or products, research or development of the Company, its affiliates or subsidiaries, or to
the Company’s, its affiliates’ or subsidiaries’ technical data, trade secrets, or know-how, including, but
not limited to, research, product plans, or other information regarding the Company’s, its affiliates’ or
subsidiaries’ products or services and markets therefore, customer lists and customers (including, but not limited to,
customers of the Company on whom Consultant called or with whom Consultant became acquainted during the term of this
Agreement), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware
configuration information, marketing, finances, and other business information disclosed by the Company, its affiliates or
subsidiaries, either directly or indirectly, in writing, orally or by drawings or inspection of premises, parts, equipment,
or other property of Company, its affiliates or subsidiaries. Notwithstanding the foregoing, Confidential Information shall
not include any such information which Consultant can establish (i) was publicly known or made generally available prior to
the time of disclosure to Consultant; (ii) becomes publicly known or made generally available after disclosure to Consultant
through no wrongful action or inaction of Consultant; or (iii) is in the rightful possession of Consultant, without
confidentiality obligations, at the time of disclosure as shown by Consultant’s then- contemporaneous written
records.


 




     


     


    

 


2.2. Nonuse
and Nondisclosure. During and after the term of this Agreement, Consultant will hold in the strictest confidence, and take
all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Consultant will not (i)
use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf
of the Company, or (ii) disclose the Confidential Information to any third party without the prior written consent of an authorized
representative of Company. Consultant shall not copy, transfer, or otherwise transmit Confidential Information to non-company electronic
devices, including but not limited to computers, data storage devices, and disks. Consultant may disclose Confidential Information
to the extent compelled by applicable law; provided however, prior to such disclosure, Consultant shall provide prior written notice
to Company and seek a protective order or such similar confidential protection as may be available under applicable law at Company’s
expense. In any event, Consultant shall only disclose that Confidential Information required to be disclosed and shall maintain
its confidentiality for all other purposes. Consultant agrees that no ownership of Confidential Information is conveyed to the
Consultant. Without limiting the foregoing, Consultant shall not use or disclose any Company property, intellectual property rights,
trade secrets or other proprietary know-how of the Company to invent, author, make, develop, design, or otherwise enable others
to invent, author, make, develop, or design identical or substantially similar designs as those developed under this Agreement
for any third party. Consultant agrees that Consultant’s obligations under this Section 2.2 shall continue after the termination
of this Agreement.


 


2.3. Other
Client Confidential Information. Consultant agrees that Consultant will not improperly use, disclose, or induce the Company
to use any proprietary information or trade secrets of any former or concurrent employer of Consultant or other person or entity
with which Consultant has an obligation to keep in confidence. Consultant also agrees that Consultant will not bring onto the Company’s
premises or transfer onto the Company’s technology systems any unpublished document, proprietary information, or trade secrets
belonging to any third party unless disclosure to, and use by, the Company has been consented to in writing by such third party.


 


2.4. Third
Party Confidential Information. Consultant recognizes that the Company has received and in the future will receive from third
parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality
of such information and to use it only for certain limited purposes. Consultant agrees that at all times during the term of this
Agreement and thereafter, Consultant owes the Company and such third parties a duty to hold all such confidential or proprietary
information in the strictest confidence and not to use it or to disclose it to any person, firm, corporation, or other third party
except as necessary in carrying out the Services for the Company consistent with the Company’s agreement with such third
party.


 


 3. Ownership




 


3.1. Assignment
of Inventions. Consultant agrees that all right, title, and interest in and to any material, notes, records, drawings, designs,
inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced
to practice by Consultant, solely or in collaboration with others, whether or not patentable or copyrightable, during the term
of this Agreement and arising out of, or in connection with, performing the Services under this Agreement and any copyrights, patents,
trade secrets, mask work rights or other intellectual property rights relating from the foregoing (collectively, “Inventions”),
are the sole property of the Company. Consultant also agrees to promptly make full written disclosure to the Company of any Inventions
and to deliver and assign (or cause to be assigned) and irrevocably assigns fully to the Company all right, title and interest
in and to the Inventions. Without limiting the foregoing, all Inventions shall be deemed Confidential Information of the Company.


 


3.2. Pre-Existing Materials. Subject
to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any
Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship,
development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by
Consultant or in which Consultant has an interest (“Prior Inventions”), (i) Consultant will provide the Company
with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable,
transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer
for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit
such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention,
and to practice any method related thereto. Consultant will not incorporate any invention, improvement, development, concept,
discovery, work of authorship or other proprietary information owned by any third party into any Invention without
Company’s prior written permission, including without limitation any free software or open source software.


 






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3.3. Moral
Rights. Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity, modification,
disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,”
“artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”). To the
extent that Moral Rights cannot be assigned under applicable law, Consultant hereby waives and agrees not to enforce any and all
Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable
law.


 


3.4. Maintenance
of Records. Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions
made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter.
The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary
in the industry and/or otherwise specified by the Company. Such records are and remain the sole property of the Company at all
times and upon Company’s request, Consultant shall deliver (or cause to be delivered) the same.


 


3.5. Further
Assurances. Consultant agrees to assist Company, or its designee, at the Company’s expense, in every proper way to secure
the Company’s rights in Inventions in any and all countries, including the disclosure to the Company of all pertinent information
and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments
that the Company may deem necessary in order to apply for, register, obtain, maintain, defend, and enforce such rights, and in
order to deliver, assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title, and
interest in and to all Inventions and testifying in a suit or other proceeding relating to such Inventions. Consultant further
agrees that Consultant’s obligations under this Section 3.5 shall continue after the termination of this Agreement.


 


3.6. Attorney-in-Fact.
Consultant agrees that, if the Company is unable because of Consultant’s unavailability, dissolution, mental or physical
incapacity, or for any other reason, to secure Consultant’s signature with respect to any Inventions, including, without
limitation, for the purpose of applying for or pursuing any application for any United States or foreign patents or mask work or
copyright registrations covering the Inventions assigned to the Company in Section 3.1, then Consultant hereby irrevocably designates
and appoints the Company and its duly authorized officers and agents as Consultant’s agent and attorney-in-fact, to act for
and on Consultant’s behalf to execute and file any papers and oaths and to do all other lawfully permitted acts with respect
to such Inventions to further the prosecution and issuance of patents, copyright and mask work registrations with the same legal
force and effect as if executed by Consultant. This power of attorney shall be deemed coupled with an interest, and shall be irrevocable.


 


 4. Consultant Obligations




 


 4.1. Representations and Warranties. Consultant represents and warrants that:




 


		(a)	Consultant has no agreements, relationships, or commitments
to any other person or entity that conflict with the provisions of this Agreement, Consultant’s obligations to the Company
under this Agreement, and/or Consultant’s ability to perform the Services and Consultant will not enter into any such conflicting
agreement during the term of this Agreement;



 


		(b)	In the course of performing the Services and providing
the deliverables hereunder, neither it nor Consultant’s employees or contractors will violate or infringe any proprietary
rights of any third party, including, without limitation, confidential relationships, trade secrets, patents, trademarks or copyrights;



 


		(c)	The Services provided shall be performed in a timely,
professional and workmanlike manner of a high grade, nature, and quality, and in accordance with any deadlines agreed between
Consultant and Company; and



 


		(d)	Consultant has in place and/or will obtain written agreements
with its employees and contractors sufficient to protect Company’s Confidential Information in accordance with the terms
of this Agreement and to allow Consultant to provide the assignments and licenses to intellectual property rights developed by
such parties in connection with the performance of the Services.



 






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4.2 Covenant Not to Compete:
Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services
for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any
way involve products or services which would be competitive with the Company’s products or services, or those products or
services proposed or in development by the Company during the term of this Agreement. If, however, Consultant decides to do so,
Consultant agrees that, in advance of accepting such work, Consultant will promptly notify the Company in writing, specifying the
organization with which Consultant proposes to consult, provide services, or become employed by; and to provide information sufficient
to allow the Company to determine if such work would conflict with the terms of this Agreement, the interests of the Company, or
further services which the Company might request of Consultant. If the Company determines that such work conflicts with the terms
of this Agreement, the Company reserves the right to terminate this Agreement immediately.


 


 5. Return of Company Materials




 


Upon the termination of this Agreement,
or upon Company’s earlier request, Consultant will immediately deliver to the Company, and will not keep in Consultant’s
possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Confidential Information,
tangible embodiments of the Inventions, all devices and equipment belonging to the Company, all electronically-stored information
and passwords to access such property, those records maintained pursuant to Section 3.4 and any reproductions of any of the foregoing
items that Consultant may have in Consultant’s possession or control.


 


 6. Reports




 


Consultant agrees that Consultant
will periodically keep the Company advised as to Consultant’s progress in performing the Services under this Agreement. Consultant
further agrees that Consultant will, as requested by the Company, prepare written reports with respect to such progress. The Company
and Consultant agree that the reasonable time expended in preparing such written reports will be considered time devoted to the
performance of the Services.


 


 7. Term and Termination




 


7.1. Term.
The initial term of this Agreement shall be the sooner of twenty four (24) months from the Effective Date, or replacement of
this Agreement with a subsequent agreement mutually agreed to in writing between the Parties.


 


7.2. Termination. Either
Party may terminate this Agreement, with or without cause, upon giving the other party thirty (30) days prior written notice
of such termination pursuant to Section 12.7 of this Agreement. The Company may terminate this Agreement immediately and
without prior notice if Consultant refuses to or is unable to perform the Services or is in breach of any material provision
of this Agreement.


 


7.3. Survival.
Upon any termination, all rights and duties of the Company and Consultant toward each other shall cease except:


 


		(a)	The Company will pay, within thirty (30) days after the
effective date of termination, all amounts owing to Consultant for Services completed and accepted by the Company prior to the
termination date and related reimbursable expenses, if any, submitted in accordance with the Company’s policies and in accordance
with the provisions of Article 1 of this Agreement; and



 


		(b)	Article 2 (Confidentiality), Article 3 (Ownership), Article
5 (Return of Company Materials), Article 7 (Term and Termination), Article 8 (Independent Contractor Relationship), Article 9
(Indemnification), Article 10 (Nonsolicitation), Article 11 (Limitation of Liability), Article 12 (Arbitration and Equitable Relief),
and Article 13 (Miscellaneous) will survive termination or expiration of this Agreement in accordance with their terms.










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 8. Independent Contractor Relationship




 


It is the express intention of the
Company and Consultant that Consultant will perform the Services as an independent contractor to the Company. Nothing in this Agreement
shall in any way be construed to constitute Consultant as an agent, employee or representative of the Company. Without limiting
the generality of the foregoing, Consultant is not authorized to bind the Company to any liability or obligation or to represent
that Consultant has any such authority. Consultant agrees to furnish (or reimburse the Company for) all tools and materials necessary
to accomplish this Agreement and shall incur all expenses associated with performance, except as expressly provided in Exhibit
A. Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant
pursuant to this Agreement.


 


 9. Indemnification




 


Consultant agrees to indemnify
and hold harmless the Company and its affiliates and subsidiaries and their respective directors, officers and employees from
and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal
expenses, arising directly or indirectly from or in connection with (i) any negligent, reckless or intentionally wrongful act
of Consultant or Consultant’s assistants, employees, contractors or agents, (ii) performance of the Services or any
breach by the Consultant or Consultant’s assistants, employees, contractors or agents of any of the covenants contained
in this Agreement, (iii) any failure of Consultant to perform the Services in accordance with all applicable laws, rules and
regulations, (iv) any violation or claimed violation of a third party’s rights resulting in whole or in part from the
Company’s use of the Inventions or other deliverables of Consultant under this Agreement, or (v) any amounts Company is
required to pay by any court or governmental authority in any country based on a finding that Consultant’s employees or
contractors engaged in the performance of the Services are employees of Company or the failure of Consultant to file
documents with respect to such employees or contractors or to pay any tax or similar fee or assessment in any country.


 


 10. Nonsolicitation




 


To the fullest extent permitted
under applicable law, from the date of this Agreement until twelve (12) months after the termination of this Agreement for any
reason (“Restricted Period”), Consultant will not, without the Company’s prior written consent, directly or indirectly,
solicit any of the Company’s employees to leave their employment, or attempt to solicit employees of the Company, either
for Consultant or for any other person or entity. Consultant agrees that nothing in this Article 10 shall affect Consultant’s
continuing obligations under this Agreement during and after this twelve (12) month period, including, without limitation, Consultant’s
obligations under Article 2.


 


 11. Limitation of Liability




 


IN NO EVENT SHALL COMPANY BE LIABLE
TO CONSULTANT OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS
OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY COMPANY TO CONSULTANT UNDER THIS AGREEMENT FOR THE SERVICES, DELIVERABLES
OR INVENTION GIVING RISE TO SUCH LIABILITY.


 


 12. Arbitration and Equitable Relief




 


12.1. Arbitration. Except
as described in Section 12.2 below, any dispute or controversy between Company and the Consultant and/or its employees or
staff, including, but not limited to, those involving the construction or application of any of the terms, provisions or
conditions of this Agreement or otherwise arising out of or relating to this Agreement, shall be settled by binding
arbitration in accordance with the then-current commercial arbitration rules of the American Arbitration Association, and
judgment on the award rendered by the arbitrator(s) may be entered by any court of competent jurisdiction. Company and the
Consultant (or its employees as applicable) shall share the costs of the arbitrator equally but shall each bear their own
costs and legal fees associated with the arbitration. The location of the arbitration shall be in [name of county],
California.


 






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12.2. Availability
of Injunctive Relief. Consultant acknowledges that any breach of its obligations under Articles 2 or 3 of this Agreement may
result in irreparable injury for which Company shall have no adequate remedy at law. Accordingly, if Consultant breaches or threatens
to breach Articles 2 or 3 of this Agreement, Company shall be entitled to seek, without proving or showing any actual damage sustained,
a temporary restraining order, preliminary injunction, permanent injunction and/or order compelling specific performance to prevent
or cease the breach of Articles 2 or 3 of this Agreement. Nothing in this Agreement shall be interpreted as prohibiting Company
from obtaining any other remedies otherwise available to it for such breach or threatened breach, including the recovery of damages.


 


 13. Miscellaneous




 


13.1. Governing
Law; Consent to Personal Jurisdiction. This Agreement shall be governed by the laws of the State of California, without regard
to the conflicts of law provisions of any jurisdiction. To the extent that any lawsuit is permitted under this Agreement, the Parties
hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in California.


 


13.2. Assignability.
This Agreement will be binding upon Consultant’s assigns, administrators, and other legal representatives, and will be
for the benefit of the Company, its successors, and its assigns. Except as may otherwise be provided in this Agreement, Consultant
may not sell, assign or delegate any rights or obligations under this Agreement. Notwithstanding anything to the contrary herein,
Company may assign this Agreement without Consultant’s consent.


 


13.3. Entire
Agreement. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject
matter herein and supersedes all prior written and oral agreements, discussions, or representations between the Parties. Consultant
represents and warrants that it is not relying on any statement or representation not contained in this Agreement. To the extent
any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement
shall control unless otherwise expressly agreed by the Parties in such exhibit or schedule.


 


13.4. Headings.
Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement.


 


13.5. Severability.
If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this Agreement,
or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to
affect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.


 


13.6. Modification,
Waiver. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective
unless in a writing signed by the Parties. Waiver by the Company of a breach of any provision of this Agreement will not operate
as a waiver of any other or subsequent breach.


 


13.7. Notices.
Any notice or other communication required or permitted by this Agreement to be given to a Party shall be in writing and shall
be deemed given (i) if delivered personally or by commercial messenger or courier service, (ii) when sent by confirmed facsimile,
or (iii) if mailed by U.S. registered or certified mail (return receipt requested), to the Party at the Party’s address written
below or at such other address as the Party may have previously specified by like notice. If by mail, delivery shall be deemed
effective three business days after mailing in accordance with this Section 13.7.


 


If to the Company, to: Brian Hayek, Driven Deliveries,
Inc., 134 Penn St El Segundo, CA 90245


 




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If to Consultant, to the address for notice on the signature
page to this Agreement or, if no such address is provided, to the last address of Consultant provided by Consultant to the Company.


 


13.8. Attorneys’
Fees. In any court action at law or equity that is brought by one of the Parties to this Agreement to enforce or interpret
the provisions of this Agreement, the prevailing Party will be entitled to reasonable attorneys’ fees, in addition to any
other relief to which that Party may be entitled.


 


13.9. Signatures.
This Agreement may be signed in two counterparts, each of which shall be deemed an original, with the same force and effectiveness
as though executed in a single document.


 


IN WITNESS, the Parties have executed this Consulting
Agreement as of the date first-written above.


 


IT IS SO AGREED.


 


“Consultant”


 


	Signature:	 	 
	Date:	 	 
	Printed Name:	 	 
	Street Address:	 	 
	City, State and Zip:	 	 
	EIN:	 	 
	 	 	 
	“Company”	 	 
	 	 	 
	Signature:	 	 
	 	 	 
	Date:	 	 
	Representative’s Name Printed:	 	 
	Representative’s Title Printed:	 	 
	 	 	 
	Signature:	 	 
	Date:	 	 
	Representative’s Name Printed:	 	 
	Representative’s Title Printed:	 	 


 


 


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