EXHIBIT 10.2


EMPLOYMENT
AGREEMENT


by and between


30DC, Inc.,




and




Theodore A. Greenberg






As of




December 15, 2015






EMPLOYMENT AGREEMENT




            This EMPLOYMENT AGREEMENT (the
"Agreement") is made and entered into as of the 15th day of December
15, 2015, by and between Theodore A. Greenberg ("Employee") and 30DC,
Inc. a Maryland corporation with offices at 80 Broad Street, 5th, New York, NY
10004 ("30DC" or "Employer"), 




Background


         WHEREAS, Employer employs, and desires to continue to employ, Employee as the Chief Financial Officer (CFO), and

 

          WHEREAS, Employee is willing to continue to be employed as the Chief Financial Officer (CFO) in the manner provided for herein, and to perform the duties of the Employer upon the terms and conditions herein set forth;

 

           NOW, THEREFORE, in consideration of the promises and mutual covenants herein set forth it is agreed as follows;


            




Agreements




            In consideration of the foregoing and of
the mutual promises and other agreements hereinafter set forth, the parties
hereto hereby agree as follows:




1.         Scope
of Employment.




(a)        Employer
agrees that during the term of this Agreement, Employer shall employ Employee
to perform such duties and exercise such authority as assigned or delegated to
Employee by Employer's Board of Directors, and shall serve as Chief Financial
Officer (CFO).




(b)        Employee
hereby accepts such employment and agrees that during the term of this
Agreement that:




(i)         Employee
shall perform such duties in the foregoing capacity;




(ii)        Employee shall devote time
and attention, as well as necessary, to the performance of his duties hereunder
and to the affairs of Employer;



(iii)       Employee shall comply with
all lawful policies which from time to time may be in effect at Employer or
adopted by Employer and conveyed to Employee; and







(iv)       Employee continue in his
capacity as a member of the Board of Directors of Employer.






2.         Compensation. 
As compensation for the services to be performed by Employee hereunder,
Employer agrees to pay to Employee, and Employee agrees to accept, the
following:




         (a)         Salary. 
Employee or his assigns shall receive an initial Salary at the rate of $60,000
per year, paid in monthly amounts of $5,000 less applicable payroll deductions
required by law. The initial Salary will be fixed for a period of six months
after which time Salary may be adjusted depending on the Company's performance
and financial position.   






(b)              
Initial Stock
Bonus.  Employee shall
be due 500,000 shares of 30DC 144 restricted common stock on the effective date
of this agreement which shall be issued to Employee within 15 days of signing
this agreement.




(c)               
Incentive
Compensation.  In
addition to Employee's Salary, Employee shall receive future incentive
compensation to be defined later by the Employers Board of Directors including
participation in any Employer Stock Option Plan:




(d)              
Employee Benefits.  In addition to Employee's Salary and
Incentive Compensation, Employer shall make available to Employee, during the
term hereof:




(i)         Participation in any plans
from time to time generally offered to Employer's employees with respect to
group health, life, accident and disability insurance or payment plans or
similar employee benefits, if any.




(ii)         Three (3) weeks paid annual
vacation, as well as paid holidays and other fringe benefits regularly provided
to Employees of Employer; and




(iii)       Reimbursement for reasonable
and necessary business expenses in accordance with Employer's policies.




3.              Term and Nature of Relationship.  Employee's employment hereunder shall commence on the Closing Date and continue for 12 months from the commencement date.







4.         Termination.



(a)        Termination
by Employer with Cause.  Employer may terminate Employee's employment with
"cause" as hereafter defined in this Section 4(a) upon 5 days' written notice.
"Cause" for purposes of Sections 4(a) and 4(b) means Employee's:  (i)
conviction of, or indictment for, criminal negligence or criminal acts in the
work place, (ii) violation of Employer policies or procedures that have been
made known to Employee provided Employee has not cured such violation within 10
business days after receiving written notice of violation from Employer, (iii)
material breach of the covenants of this Agreement, provided that Employee has
not cured such breach within 10 days after receiving written notice from
Employer, (iv) the appropriation (or attempted appropriation) of a material
business opportunity of Employer, including attempting to secure or securing
any profit in connection with any transaction entered into on behalf of the
Employer, and (v) the misappropriation (or attempted misappropriation) of any
of Employer's funds or property.  In the event that Employee is terminated with
"cause," Employee shall be entitled to (a) the payment of Employee's
then-current accrued, unpaid Salary and accrued, unused vacation which have
accrued, each prorated through the date of termination.


(b)        Termination
by Employer Without Cause.  Employer may terminate Employee's employment
without "cause" as defined in Section 5(a) upon 30 days' written notice.  In
the event that Employee is terminated without "cause," Employee shall be
provided with (i) payment of Employee's then-current accrued, unpaid Salary and
accrued, unused vacation, each prorated through the date of termination, and
(ii) providing that Employee complies with his obligations under Sections 8 and
9 herein, payment of severance compensation of a lump-sum payment equal to 6
months' Salary.


(c)        Termination
by Employee Without Cause. Employee may terminate Employee's employment
upon 30 days' written notice.  In the event that Employee terminates his
employment without "cause" as defined in Section 4(d), Employee shall be paid
his then-current accrued, unpaid Salary and accrued, unused vacation, prorated
through the date of termination.


(d)        Termination
by Employee With Cause.  Employee may terminate his employment upon 30
days' written notice with "cause" as hereafter defined in this Section 4(d). 
"Cause" for purposes of Section 4(c) and (d) means Employer's material breach
of the covenants of this Agreement, provided that Employer does not cure any
such breach upon 10 days' written notice from Employee.  In the event that
Employee terminates his employment with "cause," Employee shall be provided
with payment of Employee's then-current accrued, unpaid Salary and accrued,
unused vacation, each prorated through the date of termination and providing
that Employee complies with his obligations under Sections 8 and 9 herein,
payment of severance compensation of a lump-sum payment equal to 6 months'
Salary.


(e)        Termination
Due to Employee's Death or Disability.  In the event that this Agreement
and Employee's employment is terminated due to Employee's death or disability,
Employee (or Employee's legal representatives) shall be paid (i) Employee's
then-current unpaid Salary and accrued, unused vacation, each prorated through
the date of termination, (ii) an additional 2 months' Salary.  For purposes of
this Agreement, the term "disability" shall mean the mental or physical
inability to perform satisfactorily Employee's regular full-time duties, with
or without a reasonable accommodation, as determined by Employee's physician,
for 120 days, whether or not consecutive, in any 24-month period.





5.       
Change in Control.  If ownership of Employer changes by greater than
50%, due to purchase of stock in Employer or through merger of Employer or
Employer being otherwise acquired, Employee will be due one year's annual
Salary, no matter the remaining term of this agreement. 


6.        Representations
and Warranties of Employee.  Employee hereby represents and warrants to
Employer that Employee is not now under any obligation to any person, firm or
corporation, and has no other interest, which is inconsistent or in conflict
with this Agreement, or which would prevent, limit or impair, in any way,
Employee's performance of any of the obligations set forth in this Agreement.




7.        Employer
Covenants


           
(a)       Directors & Officers Insurance. Employer shall maintain directors
and officers


insurance in an
amount typical for companies of its size and nature of its business.  At the
time of executing this agreement, Employee acknowledges Employer has
insufficient funds to procure directors & officers insurance.  Employer
agrees that when sufficiently liquidity exists, Employer will obtain directors
& officers insurance.  


     
(b)       Director & Officer Indemnification. Employer shall indemnify
Employee for actions as a
director and an employee except for any action of willful fraud by Employee.




8.         Non‐Disclosure
Covenant.


(a)        Confidential
Information Defined.  "Confidential Information," as used in this
Agreement, shall mean any and all:




(i)         trade secrets concerning the
business and affairs of Employer, product specifications, data, know-how,
formulae, compositions, processes, designs, sketches, photographs, graphs,
drawings, samples, inventions and ideas, past, current and planned research and
development, current and planned manufacturing or distribution methods and
processes, customer lists, current and anticipated customer requirements, price
lists, market studies, business plans, computer software and programs
(including object code and source code), computer software and database
technologies, systems, structures and architectures (and related formulae,
compositions, processes, improvements, devices, know-how, inventions,
discoveries, concepts, ideas, designs, methods and information), and any other
information, however documented, that is a trade secret under applicable state
law; 




(ii)        information concerning the
business and affairs of Employer (which includes historical financial
statements, financial projections and budgets, historical and projected sales,
capital spending budgets and plans, the names and backgrounds of key personnel,
personnel training and techniques and materials), however documented; and







(iii)       notes, analysis, compilations, studies, summaries and other
material prepared by or for Employer containing or based, in whole or in part,
on any information included in the foregoing.


(b)        Acknowledgments
by Employee.  Employee acknowledges that (i) as part of Employee's
employment with Employer, both prior to entering into this Agreement and during
the term of this Agreement, Employee has been and will be afforded access to
Confidential Information; (ii) public disclosure of such Confidential
Information could have an adverse effect on Employer and its business; and
(iii) the provisions of this Section 8 are reasonable and necessary to prevent
the improper use or disclosure of Confidential Information and to provide
Employer with exclusive ownership of all Employee Inventions.


(c)        Agreements
of Employee.  In consideration of the compensation and benefits to be paid
or provided to Employee by Employer under this Agreement, so long as Employer
is not in default of this agreement and has not cured the default within a
10-day period, Employee covenants as follows:


(i)     
During the term of employment and subsequent one-year period, Employee
will hold in confidence the Confidential Information and will not disclose it
to any person except with the specific prior written consent of Employer or
except as otherwise expressly permitted by the terms of this Agreement.


(ii)  Any
trade secrets of Employer shall be accorded all protections and benefits available under applicable state trade-secret law and any other applicable law.



(iii) None
of the foregoing obligations and restrictions applies to any part of
the Confidential Information that Employee
demonstrates was or became generally available to the public other than as a result of a disclosure
by Employee.


(iv) 
Employee will not remove from Employer's premises (except to the extent such
removal is for purposes of the performance of Employee's duties at home or
while traveling, or except as otherwise specifically authorized by Employer)
any document, record, notebook, plan, model, component, device, or computer software
or code, whether embodied in a disk or in any other form (collectively, the
"Proprietary Items"). Employee recognizes that, as between Employer and
Employee, all of the Proprietary Items, whether or not developed by Employee,
are the exclusive property of Employer. Upon termination of this Agreement by
either party, or upon the request of Employer during the Employment Period,
Employee will return to Employer all of the Proprietary Items in Employee's
possession or subject to Employee's control, and Employee shall not retain any
copies, abstracts, sketches, or other physical embodiment of any of the
Proprietary Items.


(d)        Disputes
or Controversies.  Employee recognizes that should a dispute or controversy
arising from or relating to this Agreement be submitted for adjudication to any
court, arbitration panel, or other third party, the preservation of the secrecy
of Confidential Information may be jeopardized. All pleadings, documents,
testimony, and records relating to any such adjudication will be maintained in
secrecy and will be available for inspection by Employer, Employee, and their
respective attorneys and experts, who will agree, in advance and in writing, to
receive and maintain all such information in secrecy, except as may be limited
by them in writing.





9.         Non‐Interference. 



(a)        Acknowledgments
by Employee.  Employee acknowledges that: the provisions of this Section 9
are reasonable and necessary to protect Employer's business.


(b)        Covenants
of Employee.  In consideration of the acknowledgments by Employee, and in
consideration of the compensation and benefits to be paid or provided to
Employee by Employer, so long as Employer is not in default of this agreement
and has not cured the default within a 10-day period, Employee covenants that
he will not, directly or indirectly:


(i)         during the period of employment under this Agreement (the
"Employment Period"), except in the course of his employment hereunder, and
during the 1-year period following termination of Employee's employment under
this Agreement (the "Post‐Employment Period"), interfere with the
business activities of Employer;  


           
(ii)        whether for Employee's own account or the account of any other
person (A) at any time during the Employment Period or Post‐Employment
Period, without consent of Employer, solicit, employ, or otherwise engage as an
employee, independent contractor, or otherwise, any person who is or was an
employee of Employer at any time during the Employment Period or in any manner
induce or attempt to induce any employee of Employer to terminate his
employment with Employer; or (B) at any time during the Employment Period or
Post-Employment Period, interfere with Employer's relationship with any person,
including any person who at any time during the Employment Period was an
employee, contractor, supplier, or customer of Employer; or


(iii)       at any time during the Employment or Post-Employment Period,
disparage Employer or any of its shareholders, directors, officers, employees
or agents.


(c)        Blue-Penciling. 
If any covenant in Section 9(b) is held to be unreasonable, arbitrary, or
against public policy, such covenant will be considered to be divisible with
respect to scope, time, and geographic area, and such lesser scope, time, or
geographic area, or all of them, as a court of competent jurisdiction may
determine to be reasonable, not arbitrary, and not against public policy, will
be effective, binding, and enforceable against Employee.


10.       Remedies. 
Employee acknowledges and agrees that the business of Employer is highly
competitive, and that violation of any of the covenants provided for in
Sections 8 and 9 of this Agreement would cause immediate, harm, loss and damage
to Employer.  Accordingly, so long as Employer is not in default of this
agreement and has not cured the default within a 10-day period, Employee
agrees, without limiting any of the other remedies available to Employer, that
any violation of said covenants, or any of them, may be enjoined or restrained
by any court of competent jurisdiction, and that any temporary restraining
order or emergency, preliminary or final injunctions may be issued by any court
of competent jurisdiction.  In the event any proceedings are commenced by
Employer against Employee for any actual or threatened violation of any of said
covenants, the losing party in such proceedings shall be liable to the
prevailing party for all reasonable costs and expenses of any kind, including
reasonable attorneys' fees, which the prevailing party has incurred in
connection with such proceedings. 







11.       Notices. 
Any notices or communications hereunder will be deemed sufficient if made in
writing and hand-delivered or sent by facsimile or by registered or certified
mail, postage prepaid, return receipt requested, to the following addresses:




	If to Employer:	30DC, Inc.
	 	80 Broad Street, 5th Floor
	 	New York, NY 10004
	 	Attention: Henry Pinskier
	 	 
	 	Fax: 212-962-4400
	 	 
	 	 
	If to Employee:	Theodore A. Greenberg
	 	530F Grand Street
	 	Apt 8G
	 	New York, New York 10002
	 	 
	 	 





                        or to such other
address as either party may designate for such party by written notice to the
other given from time to time in the manner herein provided.




12.       Binding
Effect and Benefit.  The provisions hereof shall be binding upon, and shall
inure to the benefit of, Employee, his heirs, executors, and administrators as
well as to Employer, its successors, and assigns; however, Employee's services
under this personal services contract are not assignable.




13.       Waivers. 
No delay on the part of any party in the exercise of any right or remedy shall
operate as a waiver thereof, and no single or partial exercise or waiver
thereof by any party of any right or remedy shall preclude the exercise or
further exercise thereof or the exercise of any other right or remedy.




14.       Severability
and Blue-Penciling.  The illegality or invalidity of any provision or
provisions in this Agreement shall not impair, affect or invalidate any other
provisions contained in this Agreement.  If any provision or part of this
Agreement is held by a court of competent jurisdiction to be unenforceable
because of the duration of such provision or the geographic area or other scope
covered thereby, the court making such determination shall have the power to
modify such provision, to reduce the duration, area or scope of such provision,
or to delete specific words or phrases therefrom ("blue‐penciling") and,
in its reduced or blue-penciled form, such provision shall then be enforceable
and shall be enforced to the fullest extent permitted by law.







15.       Entire
Agreement.  Any and all prior discussions, understandings, and agreements,
whether written or oral, express or implied, held or made between Employee and
Employer are superseded by and merged into this Agreement, which alone fully
and completely expresses the agreement of the parties with regard to the
matters addressed herein, and this Agreement is entered into with no party
relying on any statement or representation made by any other party which is not
contained in this Agreement.




16.       Amendments. 
This Agreement may be modified, amended or supplemented only by execution of a
written instrument signed by both Employee and Employer.




17.       Termination
and Survival of Provisions.  Termination of employment under this Agreement
shall not be interpreted to terminate other provisions of the Agreement,
including but not limited to the rights and obligations contained in Sections
6-17.


 (signature page follows)





 


            IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the day and year first written above.




 


	
  THEODORE A. GREENBERG

  	
  30DC, INC.

  
	



  12/22/15




  /s/
  Theodore A. Greenberg

  Name:
  Theodore A. Greenberg            EMPLOYEE


  	



  By: /s/
  Henry Pinskier

  Its: 

  EMPLOYER