Exhibit 10.4


 


Collective Growth Corporation 


1805 West Avenue


Austin, Texas 78701


 


April 30, 2020


 


Black Canvas Consulting Inc.


c/o Tim Saunders


President and Principal Consultant


390 Buena Vista Road


Ottawa, Ontario, Canada


K1M 1C1


 


Re: Services Agreement


 


Gentlemen:


 


This letter agreement
by and between Collective Growth Corporation (the “Company”), Black Canvas Consulting Inc. (“Black Canvas”)
and Tim Saunders as Principal Consultant (collectively “the Consultant”), dated as of the date hereof, will
confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market
(the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the
Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation
by the Company of an initial business combination (“Business Combination”) or the Company’s liquidation of the
trust account (the “Trust Account”) established in connection with the Company’s initial public offering (in
each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”),
the Consultant shall serve as the Company’s Chief Financial Officer and provide services to the Company customarily provided
by other similar chief financial officers (collectively, the “Services”). In exchange for Consultant providing the
Services, the Company shall pay the Consultant the sum of US$10,000 per month for up to 6 months commencing on the date hereof
and US$12,000 per month for up to 6 months accrued from the date hereof and payable until, and only upon, consummation of our initial
Business Combination. The terms set forth on Appendix A attached hereto will also apply to this letter agreement.


 


The Consultant hereby
waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Account (“Claim”)
with respect to the fees owed hereunder and hereby waive any Claim the Consultant may have in the future as a result of, or arising
out of, this agreement and will not seek recourse against the Trust Account for any reason related thereto.


 


This letter agreement
and Appendix A constitute the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes
all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate
in any way to the subject matter hereof or the transactions contemplated hereby.


 


This letter agreement
and Appendix A may not be amended, modified or waived as to any particular provision, except by a written instrument executed by
the parties hereto.


 


No party hereto may
assign either this letter agreement and its appendix or any of its rights, interests, or obligations hereunder without the prior
written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee.


 


This letter agreement
and Appendix A constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded
in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the
laws of the State of New York, without giving effect to its choice of laws principles.


 


This letter agreement
and Appendix A may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but
all of which together shall constitute one and the same letter agreement and its appendix.


 


[Signature Page to
Black Canvas Services Agreement]


 




     


     


    

 


	 	Very truly yours,
	 	 
	 	COLLECTIVE GROWTH CORPORATION
	 	 	 	 
	 	By:	/s/ Bruce Linton
	 	 	Name:  	Bruce Linton
	 	 	Title: 	Chairman and Chief Executive Officer


 


	BLACK CANVAS CONSULTING INC.	 
	 	 
	/s/ Tim Saunders	 
	Name:  	Tim Saunders	 
	Title:  	President and Principal Consultant	 


 


APPENDIX A attached


 


[Signature Page to
Black Canvas Services Agreement]


 




     


     


    

 


APPENDIX A


 


Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to them in the letter agreement of which this Appendix A forms a part.


 


		1.	Services



 


		(a)	The Company acknowledges that the Consultant is not restricted in carrying out other activities or supplying services to other
organizations so long as the Consultant provides the Services set out in the letter agreement.



 


		(b)	The Consultant confirms it is registered for tax purposes in Canada.



 


		2.	Independent Contractor



 


		(a)	The Company retains the Consultant, including Tim Saunders as the Principal Consultant, and the Consultant agrees to be retained
by the Company to provide the Services during the Term as an independent contractor. The Parties agree that notwithstanding any
title or position that the Consultant to perform Services on its behalf pursuant hereto, may be given by the Company, no form of
employment, agency, joint venture, partnership, or similar relationship between the Company and the Consultant is intended or hereby
created as a result of the entry into or performance by the parties of the letter agreement.



 


		(b)	The Consultant shall have the right to control and direct the means, manner and methods by which the Services will be performed;
however, that the Consultant shall ensure that all Services are performed in strict compliance with applicable laws, including
without limitation laws regulating the conduct of lobbying, corruption and bribery.



 


		(c)	The Consultant acknowledges and agrees that the Company will not be withholding amounts that would be withheld or paid in the
case of an employment relationship and that Consultant is solely responsible for the payment of all taxes, including income, value-added,
sales or services taxes, or other amounts, including, without limitation, any social security, social insurance, unemployment or
disability insurance premiums (collectively, “Taxes and Withholdings”) that are required to be paid, if any,
to any applicable governmental or other taxing authority (a “Governmental Authority”), including, without limitation,
those in Canada, with respect to any amounts paid to the Consultant pursuant hereto. The Consultant acknowledges and agrees that
it shall be solely responsible for the payment of any such Taxes and Withholdings to any Governmental Authority. The Consultant
further agrees to file any required forms, filings or statements necessary to maintain the Consultant’s status as an independent
contractor of the Company and agrees to not claim the status or entitlements of an employee.



 


		3.	Consulting Fees and Currency



 


		(a)	The Company shall compensate the Consultant for providing the Services in accordance with the financial arrangements described
in the letter agreement.



 


		(b)	All references to money amounts in the letter agreement and herein, unless otherwise specified, shall be in U.S. currency.



 


		(a)	The Consultant shall invoice the Company for any Consulting Fees earned pursuant to the letter agreement and any expenses pre-approved
in writing by the Company in arrears on a monthly basis.



 


		4.	Indemnity



 


Subject to the trust fund waiver
contained in the second paragraph of the letter agreement, the Company agrees to indemnify and save harmless the Consultant from
and against all damages, fines, penalties, costs, charges and expenses (including legal fees and disbursements) reasonably incurred
by it in respect of any third party civil or administrative action or proceeding to which it may be made a party and which is related
to, arises out of, or is in any way associated with this engagement except that the foregoing shall not apply to any costs, charges
and expenses in respect of any matters resulting from (i) the Consultant’s failure to comply with applicable law or the letter
agreement, (ii) the Consultant’s negligence, recklessness or willful misconduct, (iii) the Company’s failure to withhold
and/or the Consultant’s failure to pay any Taxes and Withholdings or (iv) the reclassification of the Consultant as an employee
of the Company.