Exhibit 10.6


 


CONSULTING
AGREEMENT:


 


This
Consulting Agreement (the "Agreement"), dated
effective as of January 1, 2014 (the
"Effective Date"), is entered into on March
11, 2014, by
and between Knowledge Machine, Inc.,
a Nevada corporation (the "Company"),
and Northern New Hampshire
Technical Associates
LLC ("Consultant").


 


1.                   Consulting
Arrangement. The Company shall retain
Consultant, and Consultant
shall serve the Company
as a Consultant.


 


2.                   Duties.


 


(a)             
Consultant \Viii perform consulting services for the Company regarding his service as Chairman of the Science Advisory Board of
the Company and other consulting services as requested by the Board of Directors (collectively, the "Services").


 


(b)            
Consultant agrees that he shall devote such time and attention to the Services herem1der as is required to fulfill Consultant's
obligations under this Agreement in a timely and professional manner, recognizing that the time demands may vary mont11to month.







 


3.                   Term.
The term of the Agreement
("Term") shall be for twelve
(12) months commencing on the Effective
Date. The Term shall be
automatically extended by
one additional year un1ess
Consultant or the
Company gives notice to the other,
in writing, at least
30 days prior
to January
1, 2015 or, thereafter,
1 month prior to the
expiration of this Agreement, of either party's desire
to terminate this
Agreement or modify its te1ms.


 


4.                   Compensation.
The Company shall pay
to Consultant $2,500 per month during the Term, with the first
payment due on the
date hereof,
and subsequent monthly
payments thereafter
due on the 1st day of
each month.


 


5.                  
Expenses. All travel, entertainment
and other reasonable
business expenses incident to the rendering of
Services by Consultant hereunder
will be promptly paid or
reimbursed by the Company
subject to
the submission being
in accordance with the
Company 's policies
in effect from time
to time.


 


6.                    Indemnification.
The Company shall
indemnify, hold hannless
and defend Consultant
and Vivek Dave, Ph.D.,
the managing
member of Consultant, from
and against any and all claims,
causes of action, damages,
penalties and costs which may result
from their respective
affiliation with or services
provided to or on behalf of the Company0
except where such
claims, causes of action, damages, penalties
or costs are attributable
primarily to Consultant's or Dr. Dave's
gross negligence
or willful misconduct.


 


7.                   Non-Disclosure.
Consultant will not at
any time after the date
of this Agreement
divulge, furnish, or make accessible
to anyone (other than
in the regular
course of business
of the Company) any
knowledge or information
with respect to confidential or secret processes,
inventions, discoveries,
improvements, formulas,
plans, material, devices, or ideas or
other know how,
whether patentable or
not, with respect
to any confidential or secret engineering,
development or research
work or with respect
to any other confidential
or secret
aspect of the
business of the Company.


 


8.                  Counterparts.
This Agreement may be executed
in counterparts, each of
which shall be deemed
to be one and
the same instrument


 


(Signature Page follows)


 


 


 


 




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


 


 


	 	KNOWLEDGE MACHINE, INC.
	 	 
	 	 
	 	/s/ Valeire V. Vekkos                                       
	 	Name: Valerie V. Vekkos 
	 	Title: President
	 	 
	 	NORTHERN NEW HAMPSHIRE 
	 	TECHNICAL ASSOCIATES LLC
	 	 
	 	/s/ Vivek Dave                                                
	 	Name:  Vivek Dave 
	 	Title:


 


 


 


 


 


 


 








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