CONSULTING, CONFIDENTIALITY AND PROPRIETARY
RIGHTS AGREEMENT


 


This Consulting, Confidentiality
and Proprietary Rights Agreement (“Agreement”) is entered into as of the 30th day of May, 2014 (the “Effective
Date”) by and between DigiPath, Inc. (the “Company”), and Joe Tanner (“Consultant”).


 


WHEREAS, the Company desires
to engage Joe Tanner (“Consultant”) to provide certain services as set forth on the Schedule attached hereto (“Services”)
and as specified from time to time by the Company.


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants and conditions contained herein, the parties hereto agree as follows:


 


1. Engagement. The
Company hereby engages Consultant to perform, those duties set forth in the Schedule attached hereto and such other duties as may
be requested from time to time by the Board of Directors of the Company. Consultant hereby accepts such engagement upon the terms
and subject to conditions set forth in this Agreement.


 


2. Compensation.
For the services rendered by Consultant under this Agreement, the Company shall pay to Consultant the compensation specified in
the Schedule which shall include travel time, subject to the terms and conditions set forth in this Agreement.


 


3. Term and Survivability.
The term of this Agreement shall be four months from the Effective Date. Thereafter, this agreement may be extended on a month
to month basis by written agreement of the Parties. At any time this Agreement may be terminated if either party materially fails
to perform or comply with this Agreement or any material provision hereof. In such event, termination shall be effective five (5)
days after notice of such material failure to perform or comply with this Agreement or any material provision hereof to the defaulting
party if the defaults have not been cured within such five (5) day period. Upon termination of this Agreement for any reason the
following sections of this Agreement shall survive such termination: Sections 3, 5, 6, 7, 8, 10, 12 13 and 20.


 


4. Costs and Expenses
of Consultant’s Performance. Except as set forth on the Schedule, all costs and expenses of Consultant’s performance
hereunder shall be borne by the Consultant.


 


5. Taxes. Consultant
acknowledges and agrees that it is solely responsible for the payment of any taxes and/or assessments imposed on account of the
payment of compensation to its employees (i.e. Consultant), pursuant to this Agreement, including, without limitation, any unemployment
insurance tax, federal and state income taxes, federal Social Security (FICA) payments, and state disability insurance taxes. The
Company shall not make any withholdings or payments of said taxes or assessments with respect to amounts paid to Consultant hereunder;
provided, however, that if required by law or any governmental agency, the Company shall withhold such taxes or assessments from
amounts due Consultant, and any such withholding shall be for Consultant's account and shall not be reimbursed by the Company to
Consultant. Consultant expressly agrees to make all payments of such taxes, as and when the same may become due and payable with
respect to the compensation earned under this Agreement.


 


6. Confidentiality.
Consultant agrees that Consultant will not, except when required by applicable law or order of a court, during the term of this
Agreement or thereafter, disclose directly or indirectly to any person or entity, or copy, reproduce or use, any Trade Secrets
(as defined below) or Confidential Information (as defined below) or other information treated as confidential by the Company known,
learned or acquired by the Consultant during the period of the Consultant's engagement by the Company. For purposes of this Agreement,
"Confidential Information" shall mean any and all Trade Secrets, knowledge, data or know-how of the Company, any of its
affiliates or of third parties in the possession of the Company or any of its affiliates, and any nonpublic technical, training,
financial and/or business information treated as confidential by the Company or any of its affiliates, whether or not such information,
knowledge, Trade Secret or data was conceived, originated, discovered or developed by Consultant hereunder. For purposes of this
Agreement, "Trade Secrets" shall include, without limitation, any formula, concept, pattern, processes, designs, device,
software, systems, list of customers, training manuals, marketing or sales or service plans, business plans, marketing plans, financial
information, or compilation of information which is used in the Company's business or in the business of any of its affiliates.
[Note: I think the confidentiality requirement is very adequately covered without this sentence. This sentence will prevent discussions
with prospective employees for example, if only non public information may be discussed. Consultant acknowledges that all
of the Confidential Information is proprietary to the Company and is a special, valuable and unique asset of the business of the
Company, and that Consultant's past, present and future engagement by the Company has created, creates and will continue to create
a relationship of confidence and trust between the Consultant and the Company with respect to the Confidential Information. Furthermore,
Consultant shall immediately notify the Company of any information which comes to its attention which might indicate that there
has been a loss of confidentiality with respect to the Confidential Information. In such event, Consultant shall take all reasonable
steps within its power to limit the scope of such loss.


 


7. Return of the Company’s
Proprietary Materials. Consultant agrees to deliver promptly to the Company on termination of this Agreement for whatever reason,
or at any time the Company may so request, all documents, records, artwork, designs, data, drawings, flowcharts, listings, models,
sketches, apparatus, notebooks, disks, notes, copies and similar repositories of Confidential Information and any other documents
of a confidential nature belonging to the Company, including all copies, summaries, records, descriptions, modifications, drawings
or adaptations of such materials which Consultant may then possess or have under its control. Concurrently with the return of such
proprietary materials to the Company, Consultant agrees to deliver to the Company such further agreements and assurances to ensure
the confidentiality of proprietary materials. Consultant further agrees that upon termination of this Agreement, Consultant's,
employees, consultants, agents or independent contractors shall not retain any document, data or other material of any description
containing any Confidential Information or proprietary materials of the Company.


 


8. Assignment of Proprietary
Rights. Other than the Proprietary Rights listed on the Schedule attached hereto, if any, Consultant hereby assigns and transfers
to the Company all right, title and interest that Consultant may have, if any, in and to all Proprietary Rights (whether or not
patentable or copyrightable) made, conceived, developed, written or first reduced to practice by Consultant, whether solely or
jointly with others, during the period of Consultant's engagement by the Company which relate in any manner to the actual or anticipated
business or research and development of the Company, or result from or are suggested by any task assigned to Consultant or by any
of the work Consultant has performed or may perform for the Company.


 


Consultant acknowledges
and agrees that the Company shall have all right, title and interest in, among other items, all research information and all documentation
or manuals related thereto that Consultant develops or prepares for the Company during the period of Consultant's engagement by
the Company and that such work by Consultant shall be work made for hire and that the Company shall be the sole author thereof
for all purposes under applicable copyright and other intellectual property laws. Other than the Proprietary Rights listed on the
Schedule attached hereto, Consultant represents and covenants to the Company that there are no Proprietary Rights relating to the
Company's business which were made by Consultant prior to Consultant's engagement by the Company. Consultant agrees promptly to
disclose in writing to the Company all Proprietary Rights in order to permit the Company to claim rights to which it may be entitled
under this Agreement. With respect to all Proprietary Rights which are assigned to the Company pursuant to this Section 8, Consultant
will assist the Company in any reasonable manner to obtain for the Company's benefit patents and copyrights thereon in any and
all jurisdictions as may be designated by the Company, and Consultant will execute, when requested, patent and copyright applications
and assignments thereof to the Company, or other persons designated by the Company, and any other lawful documents deemed necessary
by the Company to carry out the purposes of this Agreement. Consultant will further assist the Company in every way to enforce
any patents, copyrights and other Proprietary Rights of the Company.


 


9. Trade Secrets of
Others. Consultant represents to the Company that its performance of all the terms of this Agreement does not and will not
breach any agreement to keep in confidence proprietary information or trade secrets acquired by Consultant in confidence or in
trust prior to its engagement by the Company, and Consultant will not disclose to the Company, or induce the Company to use, any
confidential or proprietary information or material belonging to others. Consultant agrees not to enter into any agreement, either
written or oral, in conflict with this Agreement.


 


10. Other Obligations.
Consultant acknowledges that the Company, from time to time, may have agreements with other persons which impose obligations or
restrictions on the Company regarding proprietary rights made or developed during the course of work hereunder or regarding the
confidential nature of such work. Consultant agrees to be bound by all such obligations and restrictions and to take all action
necessary to discharge the obligations of the Company hereunder.


 


11. Independent Contractor.
Consultant shall not be deemed to be an employee or agent of the Company for any purpose whatsoever. Consultant shall have the
sole and exclusive control over its employees, consultants or independent contractors who provide services to the Company, and
over the labor and employee relations policies and policies relating to wages, hours, working conditions or other conditions of
its employees, consultants or independent contractors.


 


12. Non-Solicit.
Consultant will not, during the term this Agreement and for one year thereafter, directly or indirectly (whether as an owner, partner,
shareholder, agent, officer, director, employee, independent contractor, consultant, or otherwise) with or through any individual
or entity: (i) employ, engage or solicit for employment any individual who is, or was at any time during the twelve-month period
immediately prior to the termination of this Agreement for any reason, an employee of the Company, or otherwise seek to adversely
influence or alter such individual's relationship with the Company; or (ii) solicit or encourage any individual or entity that
is, or was during the twelve-month period immediately prior to the termination of this Agreement for any reason, a customer or
vendor of the Company to terminate or otherwise alter his, her or its relationship with the Company or any of its affiliates. Section
12 does not apply to individuals or entities known to the Consultant previous to the Effective Date.


 


13. Equitable Remedies.
In the event of a breach or threatened breach of the terms of this Agreement by Consultant, the parties hereto acknowledge and
agree that it would be difficult to measure the damage to the Company from such breach, that injury to the Company from such breach
would be impossible to calculate and that monetary damages would therefore be an inadequate remedy for any breach. Accordingly,
the Company, in addition to any and all other rights which may be available, shall have the right of specific performance, injunctive
relief and other appropriate equitable remedies to restrain any such breach or threatened breach without showing or proving any
actual damage to the Company.


 


14. Governing Law.
This Agreement shall be governed, construed and interpreted in accordance with the internal laws of the State of Nevada. In the
event a judicial proceeding is necessary, the sole forum for resolving disputes arising under or relating to this Agreement are
the Municipal and Superior Courts for Clark County, Nevada or the Federal District Court of Nevada and all related appellate courts,
and the parties hereby consent to the jurisdiction of such courts, and that venue shall be in Clark County, Nevada.


 


15. Entire Agreement:
Modifications and Amendments. The terms of this Agreement are intended by the parties as a final expression of their agreement
with respect-to such terms as are included in this Agreement and may not be contradicted by evidence of any prior or contemporaneous
agreement. The Schedule referred to in this Agreement is incorporated into this Agreement by this reference. This Agreement may
not be modified, changed or supplemented, nor may any obligations hereunder be waived or extensions of time for performance granted,
except by written instrument signed by the parties or by their agents duly authorized in writing or as otherwise expressly permitted
herein.


 


16. Attorneys Fees.
Should any party institute any action or proceeding to enforce this Agreement or any provision hereof, or for damages by reason
of any alleged breach of this Agreement or of any provision hereof, or for a declaration of rights hereunder, the prevailing party
in any such action or proceeding shall be entitled to receive from the other party all costs and expenses, including reasonable
attorneys' fees, incurred by the prevailing party in connection with such action or proceeding.


 


17. Prohibition of Assignment.
This Agreement and the rights, duties and obligations hereunder may not be assigned or delegated by Consultant without the prior
written consent of the Company. Any assignment of rights or delegation of duties or obligations hereunder made without such prior
written consent shall be void and of no effect.


 


18. Binding Effect:
Successors and Assignment. This Agreement and the provisions hereof shall be binding upon each of the parties, their successors
and permitted assigns.


 


19. Validity. This
Agreement is intended to be valid and enforceable in accordance with its terms to the fullest extent permitted by law. If any provision
of this Agreement is found to be invalid or unenforceable by any court of competent Jurisdiction, the invalidity or unenforceability
of such provision shall not affect the validity or enforceability of all the remaining provisions hereof.


 


20. Indemnification.
The Company shall indemnify, defend and hold harmless Consultant and Consultant from and against any and all liability, loss, damage,
expense, claims or suits arising out of: (i) Company’s breach of this Agreement, including any representations warranty contained
herein; or (ii) the Services provided by Consultant, provided such claim does not in any manner arise from Consultant’s grossly
negligent or willful act or omission. Additionally, Consultant will be covered under the Director’s and Officer’s policy
of the Company.  The Company will provide evidence of coverage to the Consultant. 


 


21. Notices. All
notices and other communications hereunder shall be in writing and, unless otherwise provided herein, shall be deemed duly given
if delivered personally or by telecopy or mailed by registered or certified mail (return receipt requested) or by Federal Express
or other similar courier service to the parties at the following addresses or (at such other address for the party as shall be
specified by like notice)


 


(i) If to the Company:


DigiPath, Inc.


28720 Roadside Drive, Suite 128,


Agoura Hills, CA 91301


todd@digipath.com


 


(ii) If to the Consultant:


Joe Tanner


17507 N.E. 33rd
Avenue


Ridgefield, WA. 98642


 


Any such notice, demand
or other communication shall be deemed to have been given on the date personally delivered or as of the date mailed, as the case
may be.


 


 


IN WITNESS WHEREOF, the
parties hereto have executed this Consulting, Confidentiality, and Proprietary Rights Agreement as of the Effective Date written
above.


 


 


Joe Tanner


 


/s/ Joe Tanner


 


By: _________________________________


			Name: Joe Tanner



 


 


The Company


 


 


/s/ Todd Denkin


By:_____________________


Name: Todd Denkin


			



			Title: President



 


 




    	 



    	 



    

Schedule


 


1. SERVICES


The Consultant
shall be referred to as Executive Chairman of the Company


Consultants duties
shall consist of the following:


		a)	the facilitation of Client’s business, with particular emphasis on the development of educational
courseware;



		b)	coordination of Client’s educational efforts;



		c)	efforts directed to the launch of testing laboratories in certain jurisdictions;



		d)	discussions with relevant public and private officials in various states where the Company may
have opportunities to launch operations;



		e)	strategic analysis of the prospects for expansion and growth of the Company;



		f)	assist in the recruitment of experts in fields relevant to the growth and success of the company,
whether as advisors, consultants or employees



		g)	Other duties as the Board of Directors determines from time to time.



 


2.SCHEDULE AND COMITTMENT
OF TIME:


The Consultant
shall dedicate such time as in the sole discretion of the Consultant is required to discharge the duties required under this contract.
If at any time during the performance of this contract any phases of the required tasks appear to be impossible of execution or
if any phase cannot be completed on schedule, it is agreed that Consultant will notify Company within one (1) week of such determination.
At the time of such notification Consultant shall explain to Company why a particular task is impossible to complete and propose
alternative procedures for achieving the desired result.


 


3.REPORTING SCHEDULE:


Consultant shall
report to the Board of Directors or their designee regularly, and not less frequent than twice per month progress on the tasks
enumerated above.


 


4.COMPENSATION AND
PAYMENT TERMS:


 


The Consultant
shall be paid $5,500 per month for the above services, commencing on the Effective Date.


 


Consultant shall
bill semi-monthly. All amounts shall be paid within 5 days of invoice.






Consultant shall
receive 500,000 shares of stock which shall vest quarterly over a period of one year. After such time, Company and Consultant shall
agree to stock compensation on a go forward basis.


 


4EXPENSES:


Company agrees to reimburse Consultant
for other reasonably necessary expenses which shall be paid at the end of every month. However, should such expenses exceed $500
in any given calendar month; such expenses shall be pre-approved in advance by Company in order to qualify for reimbursement. An
email authorization by an officer of Company shall be deemed a valid approval.