Exhibit 10.9


 





EMPLOYMENT
AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (this
“Agreement”) is entered into as of April 2, 2022 (the “Effective Date”), by and between SmartCard Marketing
Systems, Inc., a Delaware corporation (the “Corporation”), and Paolo Continelli, an individual (the “Executive”
and “CBDO”). The Corporation and the Executive are sometimes referred to herein individually as a “Party”
and collectively as the “Parties.”


 


Recitals:


 


WHEREAS The Executive
previously served as the Chief Operating Officer of the Corporation.


 


WHEREAS the Corporation desires to employ
the Executive as its Chief Business Development Officer, and the Executive desires to accept such employment with the Corporation,
in each case upon the terms and conditions set forth herein.


 


NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:


 


		1-	Description of Business



 


The Corporation
and its subsidiaries are actively involved in the business of providing Fintech, Payment and Blockchain solutions developed for
Web-commerce including Smartphone & Tablets interaction with compatibility and embedded Payments. Additionally, the Corporation
develops and operates proprietary intellectual transaction management services.


 


		2-	Term



 


This Term
of this Agreement shall be effective upon the date set forth in the first paragraph of this Agreement and continue for a total
of three (3) years (the “Term” or “Initial Term”).


 


The Term
of this Agreement may be renewed at the option of Executive and/or the Board of Directors of the Corporation (“Board of Directors”)
for an additional period of three (3) years upon providing the Corporation a minimum ninety (90) days, maximum thirty (30) days,
written notice prior to the expiration of this Agreement.


 


		3-	Scope of mandate.



 


Executive
is the strategic planner and implementation coordinator of the Corporation. The Corporation recognizes Executive’s value
and wishes to retain his expertise and to mandate him on to be an integral part and main person for the basis to conceive, influence
and manage design, development, manage and deploy the Corporation’s strategic and go to market plan for the next three (3)
years. Executive will dedicate his time and best efforts in fulfilling his obligations and to render the services described herein
under this Agreement.


 


		4-	Positions



 


CBDO shall
be appointed as the Corporation’s Business Development Officer for the duration of this Agreement.


 


CBDO shall
be appointed and/or nominated as a director of the Corporation.


 






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The Executive
promises that, during the Term, he shall dedicate his full business time, attention and energies to his employment with the Corporation.
The Executive will manage the business development affairs of the Corporation and perform the duties typically assigned to the
chief business development officer of a similarly situated company in the Corporation’s industry, along with any other positions
that he may hold with the Corporation or its affiliates. The Executive shall also perform such other reasonable duties as may hereafter
be assigned to him by the CEO and the Board of Directors, consistent with his abilities and position as Chief Business Development
Officer of the Corporation. Without limiting the generality of the foregoing, the Executive will be directly responsible for the
monthly review of sales and efforts of the Corporation in order to develop evaluate new opportunities, nurture client relationships,
retain business and support existing Corporation opportunities.


 


		5-	Exec.Team Building and Business Outsourcing Process



 


In order
to secure and achieve success of the Corporation’s vision and growth strategy during the Term, CBDO shall work with the CEO
and the Board of Directors to select and appoint the candidates for the positions hereinafter set forth below:


 


The Following positions include:


 


	 	1)	Appointment of CFO
	 	2)	Appointment of CTO
	 	3)	Operations
	 	4)	BPO
	 	5)	BPI
	 	6)	Project Team Managers
	 	7)	Nominations of Board of Directors




 


CBDO will
offer his expertise in order to assist the CEO and the Board of Directors set the compensation and remuneration guidelines for
the aforementioned positions. Each appointed position will be for a maximum three (3) year or four (4) year terms plus an optional
one (1) year.


 


CBDO shall
be responsible with assisting the CEO when designated or required in hiring operations and management of certain staff.


 


		6-	Technology, Intellectual and Innovation Rights



 


CBDO agrees
that he will promptly make full written disclosure to the Corporation, will hold in trust for the sole right and benefit of the
Corporation, and hereby assigns, transfers and conveys to the Corporation, or its designee, all claims to R&D rights to the
work as well as worldwide right, title, and interest in and to any and all innovations, inventions, original works of authorship,
findings, conclusions, data, discoveries, developments, concepts, improvements, trade secrets, techniques, processes and know-
how, whether or not patentable or registrable under copyright or similar laws, which CBDO may solely or jointly conceive or develop
or reduce to practice, or cause to be conceived or developed or reduced to practice, in the performance of their mandate pursuant
to this Agreement or which result, to any extent, from use of the Corporation’s premises or property (collectively, the “Inventions”),
including any and all moral rights and intellectual property rights inherent in the Inventions and appurtenant thereto including,
without limitation, all patent rights, copyrights, trademarks, know-how and trade secrets (collectively, “Intellectual Property
Rights”). CBDO further acknowledge and agree that all original works of authorship which are made by the CBDO (solely or
jointly with others) in the performance of the mandate pursuant hereto and which are protectable by copyright are “works
made for hire,” as that term is defined in the Copyright Act. However, to the extent that any such work may not, by operation
of any applicable law, be a work made for hire, the CBDO hereby assigns, transfers and conveys to the Corporation all of their
worldwide right, title and interest in and to such work, including all Intellectual Property Rights therein and appurtenant
thereto. CBDO brings expertise and experience to the Corporation and shares its ideas, concepts and innovation which become
the Corporation’s intellectual rights or assets which are developed by the Corporation’s primary holding and subsidiaries.


 






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		7-	Mergers and Acquisitions



 


CBDO is
allocated the rights by the Corporation to pursue opportunities which will bring added value to stakeholders and investors. In
the event the CBDO requires to enter into an agreement, CBDO must seek the pre-approval in writing and authorization of the CEO;
provided, however, that should it be in the regular course of business which does not involve or invoke any treasury or equity
issuance and is not material in nature, the CBDO has authorized signatory rights within the scope of this Agreement.


 


		8-	Stock Compensation Plan



 


CBDO shall
be entitled to receive 5% stock compensation program available to the Corporation as follows: 5% the first year of the Term, 5%
in the second year of the Term, 5% in the third year of the Term, and 5% in the fourth year of the Term, with a static 10% for
any renewal term.


 


In addition,
the CBDO is allocated 1% of the Corporation’s authorized capital in cashless warrants at an exercise price of $0.14 USD per
share for a period of three years during the Term of this Agreement.


 


		9-	Compensation



 


CBDO shall
be paid an annual salary in the amount of Seventy Five Thousand dollars ($75,000 USD) (the “Salary”) payable monthly
or quarterly at the option of the CBDO. During the Term, the Salary shall be subject to an annual increase of
up to 5.5%.


 


		10-	Bonus Compensation



 


CBDO shall be entitled to additional compensation based
on the following conditions:


 


In the
event the Corporation successfully uplists to a national exchange such as the Small Cap Nasdaq, CNSX, TSX, Hong Kong or any US
stock exchange, the Salary provided in Section 9 shall be increased by Twenty Five Thousand dollars ($25,000.00) USD per annum
for the first year and thirty five thousand ($35,000) USD in the consecutive years there after.


 


In addition,
CBDO shall be entitled to a bonus/earned compensation commensurate to .005% of the Corporation’s EBITDA payable to CBDO in
cash or equivalent common shares at a stock price equal the maximum allowable discount on the stock price traded as per the policies
of the national exchange.


 


The Corporation
is obliged to provide directors and officers insurance (“D&O Insurance”) for the Corporation’s executive
officers and Board of Directors. The D&O Insurance will protect the CEO Corporation’s executive officers, Board of Directors
and operations from any harm or disruption of business services caused to any such parties.


 


		11-	Bonus on Financings



 


CBDO shall
be entitled to the following bonus compensation earned for financing for the Corporation or its subsidiaries if above the current
market share price. The schedule is as follows:


 


	 	1)	.004% of the total amount of the capital raised paid in cash; or
	 	2)	At the option of CBDO, in replacement of cash, 1.25% payable in common shares at a price equivalent to the price of the issuance dollar value; or
	 	3)	An equal split combination of .002% payable in cash and 0.80% percent payable in common stock at a price equivalent to the price of the issuance dollar value.




 






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		12-	Compensation for Acquisitions



 


CBDO shall be entitled to the
following bonus compensation for identifying and successfully completing acquisitions of target companies by the Corporation or
its subsidiaries. The schedule is as follows and calculated on the total value of the transaction:


 


  1% bonus payable as follows: 0.005%
paid in cash and 0.005% paid in common shares at the common price   issuance of the transaction;


 


		13-	Compensation for being Acquired or Merger



 


CBDO shall
be entitled to the following bonus compensation for identifying an interested party and successfully completing the acquisition
or merger of the Corporation, or its subsidiaries with the interested party. The schedule is as
follows:


 


	 	2)	.005% paid in cash or equivalent stock with 15% discount if the evaluation is above $50,000,000
	 	3)	.0075% paid in cash or equivalent stock with 15% discount the evaluation is above $80,000,000
	 	4)	1% paid in cash or equivalent stock with 15% discount if the evaluation is above $125,000,000
	 	5)	1.25% paid in cash or equivalent stock with 15% discount if the evaluation is above $200,000,000




 


		14-	Milestone Compensation:



 


CBDO shall
be entitled to compensation based on thresholds reached for licenses sold. The compensation is payable upon licenses being paid
for by the combined aggregate number of clients of the Corporation and its subsidiary companies. The compensation is payable in
Cash. CBDO may opt at their discretion to be paid in common shares of the Corporation at a price equivalent to the 35 day trading
period average calculated prior to the date of payment at the maximum discount allowable. The compensation schedule is as
follows:


 


Milestone Compensation Schedule
in USD Dollars


 


	 	1) 10,000 active merchants	$5,000 Bonus
	 	2) 20,000 active merchants	$9,000 Bonus
	 	3) 35,000 active merchants	$15,000 Bonus
	 	4) per additional thereafter to schedule above	    
	 	15,0000 active merchants	$5,000 Bonus




 


		15-	Contractual Agreements and Signing Authority



 


In the
scope of its mandate, CBDO shall have the authority to bind the Corporation by signing contractual agreements, letters of intent,
memorandums of understandings, nondisclosure documents, including but not limited to definitive agreements on behalf of the Corporation
or its subsidiaries. CBDO agrees to act on the best interest of the Corporation or its subsidiaries.


 


		16-	Indemnification; Limitation of Liability



 


CBDO shall
not be liable to Corporation for any loss incurred in the performance of his mandate and services pursuant hereto, unless caused
by CBDO intentional misconduct. Corporation agrees, at is sole defense, to indemnify and defend CBDO from and against any damages,
claims or suits by third parties against him arising from the performance of the Corporation of services unless caused by their
intentional misconduct which is deliberately harmful to the company.


 






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		17-	Right to Veto on hiring or firing



 


CBDO shall
have an exclusive right of VETO on any firing or hiring of staff during the Term of this Agreement should the CEO not be available
to perform is duties and in allocated the right actively by memo.


 


		18-	Non-Competetition; Non-Solicitation



 


CBDO,
after termination of this Agreement, shall undertake for a period of twelve (12) months to not directly or indirectly compete with
the Corporation or work for or alongside any competitors of the Corporation. CBDO agrees for the same period outlined above, to
not directly or indirectly solicit any of the Corporation’s employees, for their personal use or the use of a third party.
The terms of this clause shall also apply for the duration of the Term and any renewal term thereafter. In the event the Corporation
has not compensated the CBDO in time as per the Agreement, the terms of this provision shall be rendered null and void.


 


		19-	Poison Pill in case of Hostile takeover



 


CBDO shall
develop with the assistance of the Board of Directors a poison pill in the event of a hostile takeover bid. CBDO shall have veto
on its merits and undertakings.


 


		20-	Obligations of CBDO



 


CBDO agrees
to manage on a day-to-day basis the operations of the Corporation and its subsidiaries in a lawful manner and with proper conduct
and diligence. CBDO shall designate the roles of each individual manager or supervisor and elaborate what their tasks will be in
such a manner that all managers and supervisors will operate and manage the business and clients with the best of intent and good
will.


 


CBDO shall
continuously keep track of any material change of events and promptly advise the Board of Directors of such material change that
may or may not materially adversely or positively affect the Corporation.


 


		21-	Marketing and Product Support



 


CBDO will
on a best efforts basis market and sell the Corporation’s products and services and comply with the policies, programs, and
requirements regarding marketing and product support as may be communicated by the Corporation. CBDO shall respect the terms and
guidelines to be developed and provided, however, in order to avoid conflict among Corporation’s distribution channels, all
such marketing and sales efforts require the prior written authorization from the CEO and a second executive officer of the Corporation.


 


The CBDO.
shall not, without prior written authorization from the Board of Directors, sell the Corporation’s intellectual property
or intangible assets.


 


		22-	Advertising



 


CBDO will
develop a marketing and sales strategy for acquirers, processors, banks, telecoms, ISO`s, distributors and other reasonable sales
channels which are beneficial to the Corporation.


 


		23-	Presentations and Planning



 


In order
to compete with major software or tech companies on an international level, CBDO will develop audio, video and visual presentations
describing the Corporation’s products, plans, and business.


 


		24-	Creation of Customer Support Channels



 


CBDO shall
use his best efforts to create customer support channels and services and shall ensure that the service reseller(s) shall:


 






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		a)	Supply the Corporation with such data as the Corporation requests regarding sales to customers
for Corporation’s own reporting purposes;



 


		b)	Participate fully in the Corporation’s campaigns to notify customers of any retrofit or
recall of the Corporation products;



 


		c)	Use only Corporation-approved vendors, servicing and maintenance of the Corporation’s products
it provides under warranty; and



 


		d)	Comply with laws and regulations applicable to in the jurisdictions of the territory being solicited
and operating within.



 


		25-	Expenses



 


The Corporation
agrees to pay the following expenses to CBDO related to the performance of its mandate and services rendered to the Corporation
and/or its subsidiaries pursuant to this Agreement:


 


a) Travel


 


When CBDO is required to travel
anywhere in North America (excluding Quebec) or more than a 200 mile radius), the standard fee shall be fixed at $ 350.00 USD per
day plus hotel lodging, including food and beverage. For all other travels outside North America CBDO shall be entitled to a maximum
of $850.00 USD per day billing for up to six days, should the travels require more
than six days – each additional day will be billed at $950.00 USD per day plus hotel, food and
beverage.


 


b) Mobility


 


CBDO shall be entitled to expense
a maximum of $100.00 USD per month for North American calls and a maximum of $300.00 USD per month for calls outside North America.


 


c) Car


 


CBDO shall be entitled to
expense the lesser of i) up to $160.00 monthly for the use of personal vehicles to a maximum of two for the company or ii) opt
to invoice $0.28 USD per mile per month. Should CBDO choose to rent a car for business travels the Corporation will incur the cost
of a medium size luxury sedan.


 


d) Remote Office 


 


CBDO shall be entitled to
expense up to i) up to $250.00 monthly for the use of home space for office operations and personal office under third party memberships
upto or ii) opt to invoice $600 per month. Should CBDO choose to rent an office for the Corporation, the Corporation will assume
the contractual obligations.


 


		26-	Billing solution



 


CBDO will
keep the Corporation informed of customer support policies and procedures, and agree to follow such policies and procedures to
resolve any customer support issues to minimize any liabilities if incurred. CBDO agree to create operating guidelines for general
staff and administration.


 


		27-	Termination for Cause



 


This Agreement may be terminated for cause upon written
notice:


 


		a)	By either Party upon 90 days’ written notice if the other commits a
material breach of the Agreement and fails to cure it within the consecutive 90 days that follow. In such event, the termination
must have the approval of the majority of the Board of Directors.



 






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		b)	In the event of the death or inability for the CBDO to perform his duty,
the remainder of the Term of the Agreement will be fully compensated within 120 days of the matter.



 


		28-	Effects of Termination



 


		a)	The termination or expiration of this Agreement shall not affect any rights
or obligations which have accrued prior thereto or in connection therewith;



 


		b)	Upon termination, CBDO shall immediately stop all marketing, promotion,
advertising or reference to Corporation products and shall have no further rights to use Corporation’s marketing, promotion
or advertising materials or other resources if paid in full and no disputes subsist between
Parties;



 


		c)	In the event of termination by the Corporation for cause or without, CBDO
shall be entitled to receive one (1) year compensation fee as per section 9 of this Agreement: Seventy Five Thousand Dollars ($750,000.00)
USD in cash or Five Hundred Thousand Dollars ($150,000.00) USD in common stock of the Corporation with the applicable allowable
discount at the time of issuance and no additional restrictions on the security. At the option of CBDO, said payment can be paid
10% in cash and the balance in common shares of the Corporation. The amount payable will be based on the third year remuneration
schedule. In the event CBDO opts for all common shares as compensation, the price at which to convert shall be as follows: a price
equivalent to a 25 day trading period average calculated prior to the date of termination at the maximum discount allowable.



 


		29-	Confidentiality



 


Confidential
information is the exclusive property of the Corporation. For the entire duration of this Agreement and for a period of One (1)
year thereafter, CBDO agree that any information received by CBDO during any furtherance of their obligations in accordance with
this Agreement, which concerns namely the personal, financial or other affairs of the Corporation will be treated by CBDO in full
confidence and will not be revealed to any other persons, firms or organizations. For the purpose of clarity, CBDO agree that any
information received by them is private, internal and the proprietary of the Corporation and that CBDO will not disclose any confidential
information to the benefit of any third party nor make use of same for CBDO own purposes.


 


		30-	Notices



 


Except
as otherwise provided in this Agreement, all notices, demands and other communications hereunder shall be in writing and shall
be delivered personally or sent by facsimile, other electronic means or nationally recognized overnight courier service addressed
to the party to whom such notice or other communication is to be given or made at such party’s address as set forth below,
or to such other address as such party may designate in writing to the other party from time to time in accordance with the provisions
hereof, and shall be deemed given when personally delivered, when sent electronically or [2] business day after being sent by overnight
courier.


 


To:


Attention: Paolo Continelli


pcontinelli@smartcardmarketingsystems.com


514 942 1404


Facsimile: 1 866 774 2555


473 Cheville, Laval, Quebec,
H7K 0B7


 






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To:


 


SmartCard Marketing Systems, Inc.


20c Trolley Square, Wilmington, De USA 19806 1
844 THE PAYMENT


 


		31-	Assignment.



 


Neither Party
may assign this Agreement or any interest herein, or delegate any of its duties hereunder, to any third party without the other
Party’s prior written consent. Any attempted assignment or delegation without such consent shall be null and void.


 


		32-	Successors and Assigns.



 


This Agreement shall inure to the
benefit of and be binding upon the respective heirs, representatives, successors and assigns of the parties.


 


		33-	Miscellaneous provisions



 


Entire
Agreement. This Agreement contains the entire understanding of the Parties with respect to the matters herein contained
and supersedes all previous agreements and undertakings with respect thereto. This Agreement may be modified only by written agreement
signed by the Parties.


 


Language.
The Parties hereto have explicitly requested and hereby accept that this Agreement be drafted in English. Les parties aux présentes
ont expressément demandé et acceptant par les présentes que le présent document soit rédigé
en anglais.


 


Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which
taken together shall constitutes one agreement.


 


Governing
Law. This Agreement shall be interpreted and governed in accordance with the laws of the State of Delaware.


 


Severable
provisions. If any provision of this Agreement to any extent, be declared invalid or unforceable, the remainder of this
Agreement other than those as to which it is held invalid or unenforceable, shall not be affected thereby. Each provision shall
be separately valid and enforceable to the fullest extent permitted by law.


 


Acknowledgement.
The parties acknowledge that they have read and understand this Agreement, and agree to be bound by its terms and conditions.


 


IN WITNESS
WHEREOF, the Parties have executed this Agreement as of the date set forth above, to be effective on the Effective Date.


 





	CORPORATION:	 	EXECUTIVE:
	 	 	 
	SmartCard Marketing Systems, Inc.	 	 
	 	 	 
	By:	 	 	 
	Name:	Massimo Barone	 	Paolo Continelli
	Title: 	CEO	 	 










 


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