Exhibit 10.1


 


Independent
Contractor Agreement


 


Agreement dated this 1st day of January by and between Forward
Industries Inc. including its wholly owned subsidiaries, a New York corporation (the “Company”), with a principal place of
business at 700 Veterans Highway, Suite 100, Hauppauge, NY 11788 and Mitchell Maiman residing at 169 Horizon View Drive, Farmingville,
NY 11738 (hereinafter referred to as “Contractor”).


 


1. Engagement


 


Company hereby agrees to engage Contractor and Contractor agrees to
be retained by the Company as an independent contractor.


 


2. Term


 


The term of this Agreement shall commence on the execution of this
Agreement and continue for a period of one (1) year unless earlier terminated pursuant to the terms herein. Thereafter, if not terminated
by either party, same will continue in effect until either party gives the other thirty (30) day notice to terminate the Agreement. Notwithstanding
the foregoing, Contractor's engagement is at will and may be terminated at any time by Company, with or without cause, for any reason
or no reason at all, upon thirty (30) days prior written notice.


 


3. Duties and Responsibilities


 


Contractor shall use his best efforts to perform his duties and responsibilities
as a Contractor to the Company. Work assignments for the company shall be performed on a project basis, as needed by the Company, for
hourly compensation. Contractor shall be expected to devote an average of 20 hours/week over the contract period devoting appropriate
time and attention to the assigned tasks such that they are accurately completed in a timely and efficient manner. The assigned tasks
and deliverables are as defined in Addendum A Business Strategy Consultant Responsibilities.


 


4. Compensation


 


During the term of this Agreement, the Company shall pay to the Contractor
a flat retainer of $12,000 per month invoiced monthly.


 


In addition, Contractor shall be paid a bonus monthly based on accomplishment
of milestones accomplished within each calendar quarter as defined in Addendum B Contractor Bonus Plan.


 


Contractor shall submit expense reports for reimbursement of the following
expenses as approved by the Company:


 


		a.	Monthly Cell Phone costs



		b.	Auto mileage ad the corporate reimbursement rate for driving specifically to or from business related meetings.



		c.	Travel expenses as needed and specifically approved in advance by the Chief Executive Officer of either Company



 


5. Non-Disclosure of Information


 


Contractor shall be required to sign a Company furnished Non-Disclosure
Agreement separate from this document.


 


 


 


 






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6. No Conflict


 


Contractor warrants and represents that he is not subject to any non-compete
covenant in any other contract and that no contractual or other commitment or covenant exists which would prevent Contractor's full performance
of his duties and responsibilities under this Agreement. In the event that a conflict does exist, Contractor shall indemnify and reimburse
the Company for any expenses and/or liabilities resulting therefrom including, but not limited to, the Company's reasonable attorneys'
fees.


 


7. Return of Documents


 


Upon termination of his retention with the Company for any reason,
the Representative shall forthwith deliver to the Company and return, and shall not retain, any originals or copies of any Confidential
Information including, but not limited to, products, samples, displays, books, papers, price lists, customer or client contracts, customer
or supplier lists, files, books of account, notes and other documents and data or other writings, tapes or records of the Company maintained
by or in the possession of the Representative whether on computer disks or otherwise (all of the same are hereby agreed to be the property
of the Company). This provision shall expressly survive the termination of this Agreement.


 


8. Notices


 


All notices and other communications permitted, required or provided
for under the terms of this Agreement shall be made in writing, and shall be deemed adequately delivered personally or mailed by certified,
return receipt requested or via reputable overnight courier with signature required upon receipt, to the Company and/or the Contractor
at the addresses written above or such other address that the parties may designate by like notice.


 


9. Waiver of Breach


 


The waiver by Company of a breach of any provision of this Agreement
by the Contractor shall not operate or be construed as a waiver of any subsequent breach by the Contractor.


 


10. Entire Agreement


 


This instrument contains the entire agreement between the parties with
respect to the subject matter addressed herein and all prior discussions, understandings, negotiations and agreements, whether oral or
in writing, are merged herein. This Agreement may not be changed orally, but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification, extension or discharge is sought.


 


11. Benefit and Assignability


 


This Agreement shall inure to the benefit of and shall be binding upon
the Company and the Contractor and their respective heirs, legal or personal Contractors, successors and permitted assigns. The rights
and benefits of the Contractor under this Agreement are personal to him and no such right or benefit shall be subject to voluntary or
involuntary alienation, assignment or transfer, except to an affiliate of the Company.


 


12. Governing Law


 


All questions pertaining to the validity, construction, execution,
and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving
effect to the conflicts or choice of law provisions thereof. Any action, suit or other proceeding initiated by the Company or the Contractor
against the other under or in connection with this Agreement shall be brought exclusively in the State of New York, Suffolk County, and
each party hereto consents to the exclusive jurisdiction and exclusive venue of such court.


 


 


 


 






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13. Illegality


 


In case any one or more of the provisions of this Agreement should
be adjudicated invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby.


 


In witness whereof, the parties hereto have executed this Agreement
as of the day and year first above written.


 


 


Forward Industries, Inc.


 


 


	By:	/s/ Terry Wise	 
	 	Terry Wise, President	 
	 	 	 	 
	Date:	November 29, 2021	 




 


 


 


Contractor:


 


 


	By:	/s/ Mitchell Maiman	 
	 	Mitchell Maiman	 
	 	 	 	 
	Date:	November 29, 2021	 







 


 


 


 


 


 


 


 






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Addendum A Business Strategy Consultant Responsibilities


 


IPS specific responsibilities:


		•	Continue
to pursue leads for new business from Contractors existing network to the benefit of IPS and/or CloudCare



		•	Coordinate
the fielding of new inbound leads and campaigns from Sapper (and other lead generation source). Transition this to an IPS employee in
2022 calendar year.



		•	Assist
in proposal writing/review minimally as needed



		•	Meet
with new prospects from personal contacts at IPS or in outside network meetings



		•	Expand
new network relationships to generate inbound new leads (i.e., build relationships for IPS & CloudCare)



		•	Write
articles to promote IPS (at least 2/year) as requested



		•	Assist
with recruiting sales talent, if needed



 


Forward specific responsibilities


		•	Serve
as the appointed strategy coordinator facilitating across the group product development/innovation liaising between the board and management



		•	Report
to the Board of Directors on execution of strategic plan



		•	Lead
group level business growth ideation and innovation within and between the Design Group and OEM and Retail groups within Company



		•	Provide
quarterly reports to the Board of Directors documenting the activities and results of the strategic activity milestones in Appendix B.



		•	Specifically,
coordinate inter-group business opportunities:



		○	to
seek out opportunities through very brief, targeted ideation



		○	Chair
and lead intra group meetings with the support from the CFO to get inputs to a business case for consideration by corporate CEO (revenue
projections, margins, etc. from Retail and/or OEM, costs from the Design group where applicable)



		○	With
the support of the CFO, follow up on commitments on the cost and revenue side to assess the impact of intergroup activities to opportunity
plans



		○	Propose
to the CEO following liaison with Forward management start/continue/stop decisions related to speculative opportunities



		•	Work
with Kablooe to scale the business unit within the Design Group



		○	Work
with Kablooe CEO to understand his business relationships in large med-tech clients



		○	Coordinate
with Kablooe CEO to extend those relationships from procurement to the design and engineering management constituents



		○	Coordinate
with between Design Group business units to build out bench strength in Kablooe to execute expanded service offerings that including
diverse engineering capabilities not currently within the business unit.



		○	Assist
with merger and acquisition activity if this becomes of interest (due diligence, coordination with existing groups as relevant)



		○	Assist
with talent recruitment if needed



 


As the year progresses, it may be advantageous to add or remove responsibilities.
Revision of this addendum shall be subject to mutual approval by the Company and Contractor.


 


 


 


 


 






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Addendum B Contractor Bonus Plan 


 


The following are items that qualify Contractor for a Bonus:


 


	Item	Milestone	Deliverable	Target Qty	
    Bonus Value

    (each)
	Target Total
	1	Initiate Retail-Design Group Product Ideation Initiative	MS Word document describing each ideation initiative involving the collaboration between the Retail and Design groups 	5	$1300	$6500
	2	Initiate OEM-Design Group Product Ideation Initiative	MS Word document describing each ideation initiative involving the collaboration between the OEM and Design groups	3	$1000	$3000
	3	Inter-Group Opportunities Submitted for Assessment	An MS Word document describing each opportunity submitted for assessment resulting from Items #1 and #2 above	4	$3000	$12,000
	4	Accepted Inter-Group Opportunities for Productization	MS Word document describing each opportunity authorized to progress into a productization activity (detail design and manufacture)	2	$4250	$8500
	5	Products Resulting in a Purchase Order	Purchase orders or documented intent to purchase from clients for items that moved into productization.	1	$6000	$6000
	 	 	 	 	 	 
	 	Total Bonus @ Target  	$36,000
	 	 	 	 	 	 	 





		·	Maximum total bonus for the period of January 1, 2022 through December 31,
2022 shall not exceed $54,000



		·	Bonus accrual shall be calculated and paid out at the end of each quarter
based on achievement of each item in the table



		·	Milestone achievement after December 31, 2022 shall not be eligible for bonus.



 


Contractor shall submit an invoice at the end of each quarter for accomplishment
of each milestone item within the quarter.


 


 


 


 


 


 


 






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