Exhibit 10.1


CONSULTING AGREEMENT


 


This Consulting Agreement
(the "Agreement") is made and entered into as of


this 14th day of January 2014, by and between
Cloud Medical Doctor Software Corporation, Incorporated, a Texas corporation, (the "Company") and Robert LeBlanc, located
at 4210 Terrance Pines Drive, Kingwood, TX  77345 (the "Consultant") (individually, a "Party"; collectively,
the "Parties").


 


RECITALS


 


WHEREAS, Consultant has
certain marketing and sales experience and


 


WHEREAS, the Company wishes
to engage the services of Consultant to assist the Company in its marketing and sales efforts.


 


NOW, THEREFORE, in consideration
of the mutual promises herein contained, the Parties hereto hereby agree as follows:


 


1. CONSULTING SERVICES.


 


Consultant agrees assist
the Company in its marketing and sales efforts (the “Consulting Services"). Consultant hereby agrees to perform the
Consulting Services in a workmanlike manner.


 


2. TERM OF AGREEMENT.


 


This Agreement shall be
in full force and effect commencing upon the date hereof. This Agreement shall terminate upon the Consultant's full completion
of the Consulting Services. Either Party hereto shall have the right to terminate this Agreement without notice in the event of
the death, bankruptcy, insolvency, or assignment for the benefit of creditors of the other Party. Consultant shall have the right
to terminate this Agreement if Company fails to comply with the terms of this Agreement, including without limitation its responsibilities
for compensation as set forth in this Agreement, and such failure continues unremedied for a period of 30 days after written notice
to the Company by Consultant. The Company shall have the right to terminate this Agreement upon delivery to Consultant of notice
setting forth with specificity facts comprising a material breach of this Agreement by Consultant if such breach shall remain uncured
for more than 30 days.


 


3. TIME DEVOTED BY CONSULTANT.


 


It is anticipated that
the Consultant shall spend as much time as deemed necessary by the Consultant in order to perform the obligations of Consultant
hereunder. The Company understands that this amount of time may vary and that the Consultant may perform Consulting Services for
other companies.


 


4. PLACE WHERE CONSULTING SERVICES WILL BE
PERFORMED.


 


The Consultant will perform
most Consulting Services in accordance with this Agreement at such place(s) as necessary to perform these Consulting Services in
accordance with this Agreement.


 


As compensation for the
Consulting Services, and subject to the terms and conditions of this Agreement, Company will, upon entering into this Agreement,
authorize the issuance and delivery of 25,000,000 shares of the Company's common stock (the "Compensation Shares") to
Robert LeBlanc, an individual designated by Consultant to perform the Consulting Services. As soon as reasonably practicable after
the full execution of this Agreement, Company agrees to file one or more Registration Statements on Form S-8 with the SEC registering
the Compensation Shares to permit the public sale by the Consultant, and will use its reasonable best efforts to maintain the effectiveness
of this Registration Statement for so long as an effective Registration Statement is required for the public sale by the Consultant
of the Compensation Shares.


 



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6. INDEPENDENT CONTRACTOR.


 


Both Company and the Consultant
agree that the Consultant will act as an independent contractor in the performance of its duties under this Agreement. Nothing
contained in this Agreement shall be construed to imply that Consultant, or any employee, agent or other authorized representative
of Consultant, is a partner, joint venturer, agent, officer or employee of Company unless such status shall be agreed upon and
set forth in a writing signed by the parties.


 


7. CONFIDENTIAL INFORMATION.


 


The Consultant and the
Company acknowledge that each will have access to proprietary information regarding the business operations of the other and agree
to keep all such information secret and confidential and not to use or disclose any such information to any individual or organization
without the non-disclosing Party's prior written consent. Further, Consultant acknowledges that it will have access to proprietary
information regarding the business operations of certain clients of the Company and agrees to keep all such information secret
and confidential and not to use or disclose any such information to any individual or organization without the Company's prior
written consent.


 


8. INDEMNIFICATION.


 


Each Party (the "Indemnifying
Party") agrees to indemnify, defend, and hold harmless the other Party (the "Indemnified Party") from and against
any and all claims, damages, and liabilities, including any and all expense and costs, legal or otherwise, caused by the negligent
act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred by the Indemnified Party in the investigation
and defense of any claim, demand, or action arising out of the work performed under this Agreement; including breach of the Indemnifying
Party of this Agreement. The indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole
negligence of the Indemnified Party, its subcontractors, agents, or employees.


 


The Indemnified Party shall
notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party's
indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own
expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to
fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate
steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but
not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf,
for the account, and at the risk, of the Indemnifying Party.


 


The rights and obligations
of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Parties.


 


9. MISCELLANEOUS.


 


(A) The Parties submit
to the jurisdiction of the Courts of the County of Clark, State of Nevada or, if there be subject matter jurisdiction, a Federal
Court empaneled in the State of Nevada for the resolution of all legal disputes arising under the terms of this Agreement. This
provision shall survive the termination of this Agreement.


 


(B) If either Party to
this Agreement brings an action on this Agreement, the prevailing Party shall be entitled to reasonable expenses therefore, including,
but not limited to, attorneys' fees and expenses and court costs.


 


(C) This Agreement shall
inure to the benefit of the Parties hereto, their administrators and successors in interest. This Agreement shall not be assignable
by either Party hereto without the prior written consent of the other.


 


(D) This Agreement contains
the entire understanding of the Parties and supersedes all prior agreements between them.



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(E) This Agreement shall
be constructed and interpreted in accordance with and governed by the laws of the State of Nevada.


 


(F) No supplement, modification
or amendment of this Agreement shall be binding unless executed in writing by the Parties. No waiver of any of the provisions of
this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver
constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.


 


(G) If any provision hereof
is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall
be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never
comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by
the illegal, invalid or unenforceable provision or by its severance therefrom.


 


(H) The above recitals
are incorporated into this Agreement by this reference.


 


IN WITNESS WHEREOF, the
Parties hereto have placed their signatures hereon on the day and year first above written.


 





 


	COMPANY:	 	CONSULTANT:	 
	 	 	 	 
	Cloud Medical Doctor Software Corp,	 	Robert LeBlanc,	 
	a Texas corporation	 	 	 
	 	 	 	 
	 	 	 	 
	By: Michael De La Garza	 	By: Robert LeBlanc	 
	Its: President 	 	 	 






 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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