Exhibit 10.14


 


 


 


DIRECTOR
AGREEMENT


 


THIS
AGREEMENT (The “Agreement”) is effective as of the 8th day of April 2020, and is by
and between Purebase Corporation, a Nevada corporation (hereinafter referred to as the “Company”),
and Mr. Jeffrey Joseph Guzy (hereinafter referred to as the “Director”).


 


BACKGROUND


 


Each
of the Board of Directors of the Company and the Director desires to memorialize the role of the Director and to have the Director
perform the duties required of such position in accordance with the terms and conditions of this Agreement.


 


AGREEMENT


 


NOW
THEREFORE, in consideration for the above recited promises and the mutual promises contained herein, the adequacy and sufficiency
of which are hereby acknowledged, the Company and the Director hereby agree as follows:


 


	1.	DUTIES.
    The Company requires that the Director be available to perform the duties of a director customarily related to this function
    as may be determined and assigned by the Board of Directors of the Company and as may be required by the Company’s constituent
    instruments, including its certificate or articles of incorporation, bylaws and its corporate governance and board committee
    charters, each as amended or modified from time to time, and by applicable law, including by the Nevada Revised Statutes (the
    “NRS”). 


 


The
Director agrees to devote as much time as is necessary to perform completely the duties as the Director of the Company, including
duties as a member of any committees as the Director may hereafter be appointed to by the Board of Directors.


 


The
Director will perform such duties described herein in accordance with the general fiduciary duty of directors arising under the
NRS. Such duties include, but are not limited to assisting the Company with the development of business and new business strategies
relating to the objectives of the Company, participation in the Company’s investor relations activities including road shows
and shareholder communication activities, and participation in corporate strategy decisions of the Company.


 


Mr.
Guzy shall be appointed to be the Chair of both the newly created Compensation Committee and the Audit Committee.


 


	2.	TERM.
    The term of this engagement shall be for twelve (12) months from the date of this Agreement (the “Term”), or until
    the Director’s removal or resignation. Mr. Guzy shall be notified within 30 days before the end of the Term whether
    his contract shall be renewed under the same terms of Compensation in Paragraph 3.
	 	 
	3.	COMPENSATION.
    For all services to be rendered by the Director in any capacity hereunder, the Company agrees to pay the Director a combination
    of cash and stock.


 


	 	■	Cash
    Fees: Mr. Guzy shall receive a fee of $1,000.00 per month in cash. This fee shall accrue as debt to the Company until
    the Company has its first cash-flow positive month. At this point, the Company shall make arrangements to pay Mr. Guzy the
    debt owed to him for these services. If a debt is still owed to Mr. Guzy when the original Term is completed, or he has been
    removed or he has resigned, then the Debt owed to Mr. Guzy shall be converted into common stock at the lower of price of $0.15
    or the 20 day WVAP closing from the last date of Mr. Guzy being on the board. The Company shall convert the Guzy Debt and
    issue to Mr. Guzy shares of common stock of the Company within 10 business days of the completion of the original Term, his
    removal or his resignation.


 




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	 	■	Equity
    Fees: Within 10 days upon signing of this contract, Mr. Guzy shall be granted (two hundred and fifty thousand) 250,000
    stock options that have a strike price of $0.10. These options will be exercisable for a period of 5 years from the effective
    date. These stock options are not transferable to another party and Mr. Guzy will be subject to all the SEC reporting requirements
    associated with the grant, exercise and sale of this equity compensation.


 


	4.	EXPENSES.
    In addition to the compensation provided in paragraph 3 hereof, the Company will reimburse the Director for pre-approved reasonable
    business-related expenses incurred in good faith in the performance of the Director’s duties for the Company. Such payments
    shall be made by the Company upon submission by the Director of a signed statement itemizing the expenses incurred. Such statement
    shall be accompanied by sufficient documentary matter to support the expenditures.
	 	 
	5.	CONFIDENTIALITY.
    The Company and the Director each acknowledge that, in order for the intents and purposes of this Agreement to be accomplished,
    the Director shall necessarily be obtaining access to certain confidential information concerning the Company and its affairs,
    including, but not limited to business methods, information systems, financial data and strategic plans which are unique assets
    of the Company (“Confidential Information”). The Director covenants not to, either directly or indirectly,
    in any manner, utilize or disclose to any person, firm, corporation, association or other entity any Confidential Information.
	 	 
	6.	NON-COMPETE.
    During the term of this Agreement and for a period of twelve (12) months following the Director’s removal or resignation
    from the Board of Directors of the Company or any of its subsidiaries or affiliates (the “Restricted Period”),
    the Director shall not, directly or indirectly, (i) in any manner whatsoever engage in any capacity with any business competitive
    with the Company’s current lines of business or any business then engaged in by the Company, any of its subsidiaries
    or any of its affiliates (the “Company’s Business”) for the Director’s own benefit or for the
    benefit of any person or entity other than the Company or any subsidiary or affiliate; or (ii) have any interest as owner,
    sole proprietor, shareholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise in any
    business competitive with the Company’s Business; provided, however, that the Director may hold, directly or indirectly,
    solely as an investment, not more than two percent (2%) of the outstanding securities of any person or entity which are listed
    on any national securities exchange or regularly traded in the over-the-counter market notwithstanding the fact that such
    person or entity is engaged in a business competitive with the Company’s Business. In addition, during the Restricted
    Period, the Director shall not develop any property for use in the Company’s Business on behalf of any person or entity
    other than the Company, its subsidiaries and affiliates.


 




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	7.	TERMINATION.
    With or without cause, the Company and the Director may each terminate this Agreement at any time upon 5 (five) days written
    notice, and the Company shall be obligated to pay to the Director the compensation and expenses due up to the date of the
    termination. Nothing contained herein or omitted herefrom shall prevent the shareholder(s) of the Company from removing the
    Director with immediate effect at any time for any reason.
	 	 
	8.	INDEMNIFICATION.
    The Company shall indemnify, defend and hold harmless the Director, to the full extent allowed by the law of the State of
    Nevada and as provided by, or granted pursuant to, any charter provision, bylaw provision, vote of stockholders or disinterested
    directors or otherwise, to action in the Director’s official capacity; provided, however, that, in accordance with the
    NRS and federal securities laws, such indemnification shall not apply where the Director engages in actions or omissions which
    involve intentional misconduct, fraud or knowing violation of law.
	 	 
	9.	NOTICE.
    Any and all notices referred to herein shall be sufficient if furnished in writing at the addresses specified on the signature
    page hereto or, if to the Company, to the Company’s address as specified in filings made by the Company with the U.S.
    Securities and Exchange Commission.
	 	 
	10.	GOVERNING
    LAW. This Agreement shall be interpreted in accordance with, and the rights of the parties hereto shall be determined
    by, the laws of the State of Nevada without reference to that state’s conflicts of laws principles.
	 	 
	11.	ASSIGNMENT.
    The rights and benefits of the Company under this Agreement shall be transferable, and all the covenants and agreements hereunder
    shall inure to the benefit of, and be enforceable by or against, its successors and assigns. The duties and obligations of
    the Director under this Agreement are personal and therefore the Director may not assign any right or duty under this Agreement
    without the prior written consent of the Company.
	 	 
	12.	GENERAL.
    


 


	 	a.	SEVERABILITY.
    If any provision of this Agreement shall be declared invalid or illegal, for any reason whatsoever, then, notwithstanding
    such invalidity or illegality, the remaining terms and provisions of the this Agreement shall remain in full force and effect
    in the same manner as if the invalid or illegal provision had not been contained herein.
	 	b.	EFFECT
    OF WAIVER. The waiver by either party of the breach of any provision of this Agreement shall not operate as or be construed
    as a waiver of any subsequent breach thereof.
	 	c.	ARTICLE
    HEADINGS. The article headings contained in this Agreement are for reference purposes only and shall not affect in any way
    the meaning or interpretation of this Agreement.
	 	d.	COUNTERPARTS.
    This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument.
    Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.
	 	e.	ENTIRE
    AGREEMENT. Except as provided elsewhere herein, this Agreement sets forth the entire agreement of the parties with respect
    to its subject matter and supersedes all prior agreements, promises, covenants, arrangements, communications, representations
    or warranties, whether oral or written, by any officer, employee or representative of any party to this Agreement with respect
    to such subject matter.


 


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IN
WITNESS WHEREOF, the Parties have executed this Director Agreement on April 7th , 2020.


 


	 	Purebase
    Corporation
	 	 
	 	By:	/s/
    A. Scott Dockter
	 	Name:
    	A.
    Scott Dockter
	 	Title:
    	Chairman
    of the Board
	 	 	 
	 	JEFFREY
    JOSEPH GUZY
	 	 
	 	/s/
    Jeffrey Joseph Guzy


 




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