Exhibit 10.1


 


CFO AGREEMENT


 


This CFO AGREEMENT dated as
of December 11, 2022 (this “Agreement”), between Amesite, Inc. a Delaware corporation (the “Company”),
and Sherrie Farrell (the “CFO”).


 


WHEREAS, the Board of Directors
of the Company desires to engage CFO to provide professional services, upon the terms and subject to the conditions hereinafter set forth;
and


 


WHEREAS, the CFO has agreed
to provide such professional services, upon the terms and subject to the conditions hereinafter set forth;


 


NOW, THEREFORE, in consideration
of the above premises and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the
parties hereto agree as follows:


 


		1.	Independent CFO. The Company, through the action of its Board of
Directors, hereby engages the CFO, and the CFO will serve the Company, as a CFO. During the term of this Agreement, the CFO will serve
as the non-employee Chief Financial Officer of the Company on a part-time basis. The Company confirms that the CFO has been duly appointed
as the CFO of the Company effective as of December 15, 2022 and will remain as an executive officer of the Company during the term of
this Agreement. 



 


		2.	Duties, Term, and Compensation. The CFO’s duties, term of engagement,
compensation and provisions for payment thereof are detailed in the attached Exhibit A, which may be amended in writing from time
to time by the CFO and agreed to by the Company, and which collectively are hereby incorporated by reference.



 


		3.	Expenses. During the term of this Agreement, the CFO shall invoice,
and the Company shall reimburse the CFO for all reasonable and approved out-of-pocket expenses which are incurred in connection with the
performance of the duties hereunder.



 


		4.	Confidentiality. The CFO acknowledges that during the engagement
she will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and
specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including,
without limitation, the Company’s business and product processes, methods, customer lists, accounts and procedures. The CFO agrees
that she will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this
Agreement or at any time thereafter, except as required in the course of this engagement with the Company. All files, records, documents,
blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating
to the business of the Company, whether prepared by the CFO or otherwise coming into her possession, shall remain the exclusive property
of the Company. The CFO shall not retain any copies of the foregoing without the Company’s prior written permission. Upon the expiration
or earlier termination of this Agreement, or whenever requested by the Company, the CFO shall immediately deliver to the Company all such
files, records, documents, specifications, information, and other items in her possession or under her control.



 


		5.	Conflicts of Interest; Non-hire Provision. The CFO represents that
she is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the CFO and any
third party. Further, the CFO, in rendering her duties shall not utilize any invention, discovery, development, improvement, innovation,
or trade secret in which she does not have a proprietary interest. During the term of this Agreement, the CFO shall devote as much of
her productive time, energy and abilities to the performance of her duties hereunder as is necessary to perform the required duties in
a timely and productive manner. The Company acknowledges that this Agreement only obligates the CFO to serve a limited percent of her
working time with the Company. The CFO is expressly free to perform services for other parties while performing services for the Company.



 






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		6.	Indemnification and D&O Insurance:
The Company agrees to defend, indemnify (including, without limitation, by providing for the advancement of expenses and reasonable attorneys’
fees) and hold harmless the CFO for any and all acts taken or omitted to be taken by the CFO hereunder (except for bad faith, gross negligence
or willful misconduct) as if the CFO was an officer of the Company as provided in the charter and bylaws of the Company in accordance
with the same terms, conditions, limitations, standards, duties, rights and obligations as an officer. The provisions of this Section
shall survive any termination of this Agreement. In addition, the Company shall maintain in effect
liability insurance coverage for the CFO with respect to her service under this Agreement, on the same terms and conditions as under
the liability insurance policies of the Company for its Officers, in effect as of the date of this Agreement.



 


		7.	Merger. This Agreement will automatically terminate upon the merger
or consolidation of the Company into or with any other entity.



 


		8.	Termination. Either party may terminate this Agreement at any time
by thirty (30) days’ written notice by either party.



 


		9.	Independent CFO. This Agreement shall not render the CFO an employee,
partner, agent of, or joint venturer with the Company for any purpose. The CFO is and will remain an independent CFO in her relationship
to the Company. The Company shall not be responsible for withholding taxes with respect to the CFO’s compensation hereunder. The
CFO shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security,
worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.



 


		10.	Successors and Assigns. All of the provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.



 


		11.	Choice of Law. The laws of the state of New York shall govern the
validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.



 


		12.	Headings. Section headings are not to be considered a part of this
Agreement and are not intended to be a full and accurate description of the contents hereof.



 


		13.	Waiver. Waiver by one party hereto of breach of any provision of
this Agreement by the other shall not operate or be construed as a continuing waiver.



 


		14.	Assignment. The CFO shall not assign any of her rights under this
Agreement, or delegate the performance of any of her duties hereunder, without the prior written consent of the Company.



 


		15.	Notices. Any and all notices, demands, or other communications required
or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served,
or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand
is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other
communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail
addressed to the party to whom such notice, demand or other communication is to be given as follows:



 


	 	If to the CFO:	Sherrie Farrell
	 	 	XXXXXXX
	 	 	XXXXXXX
	 	 	 
	 	If to the Company: 	Amesite, Inc.
	 	 	607 Shelby Street
	 	 	Suite 700, PMB 214
	 	 	Detroit, MI 48226



 






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Any party hereto may change its address for purposes of this paragraph
by written notice given in the manner provided above.


 


		17.	Modification or Amendment. No amendment, change or modification of
this Agreement shall be valid unless in writing signed by the parties hereto.



 


		18.	Entire Understanding. This document and any exhibit attached constitute
the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby
terminated and canceled in their entirety and are of no further force and effect.



 


		19.	Unenforceability of Provisions. If any provision of this Agreement,
or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full
force and effect.



 


IN WITNESS WHEREOF the undersigned have executed
this Agreement as of the day and year first written above. The parties hereto agree that facsimile signatures shall be as effective as
if originals.


 


	Amesite, Inc.	 	Sherrie Farrell
	 	 	 
	By:	 /s/ Ann Marie Sastry	 	By:	 /s/ Sherrie Farrell
	 	 	 
	Date: 	12/12/2022	  	Date: 	12/12/2022
	 	 	 
	Its: CEO 	 	 	 



 






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EXHIBIT A


 


DUTIES, TERM, AND COMPENSATION


 


		DUTIES:	The CFO will perform on a part time basis the duties typically required of a Chief Financial Officer,
including, but not limited to accounting oversight, overseeing the preparation of quarterly and annual financial statements to be filed
with the SEC, overseeing the financial filings required on Forms 8-K, 10-Q and 10-K and such other filings as may be required and in coordination
with Deloitte & Touche LLP, Amesite’s independent public accountants with respect to quarterly reviews and annual audits.



 


CFO will report directly to the CEO and
to any other party designated by the CEO in connection with the performance of the duties under this Agreement and shall fulfill any other
duties reasonably requested by the Company and agreed to by the CFO.


 


The CFO will not be obligated to be a
signatory over any bank, brokerage and/or other financial institution account and shall not be responsible for the custody of funds. Any
access to any banking or financial institution will be strictly limited to a viewing capacity only and the Company will grant CFO and/or
CFO’s designee, or designee of firms providing accounting services.


 


The CFO’s work is strictly limited
to the review of the payroll service reports as provided by Amesite’s payroll service. At no time shall the CFO assume the responsibility
for the management of its payroll services, nor shall the CFO assume any responsibility for management’s responsibility for the
payment of any payroll taxes and the Company, its officers and directors shall indemnify the CFO for any failure by the Company to provide
its payroll service or tax authority with sufficient funds to pay any and all payroll taxes.


 


		TERM:	This engagement shall commence upon execution of this Agreement and shall continue in full force and effect
for a period of one (1) year. The Agreement may only be extended thereafter by mutual agreement, unless terminated earlier by operation
of and in accordance with this Agreement.



 


COMPENSATION:


 


As compensation for the services rendered
pursuant to this Agreement, Company shall pay CFO $200 / hour for hours worked, upon signing this Agreement.


 


 


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