Exhibit
10.12


 


Consulting
Agreement


 


This
Consulting Agreement (this “Agreement”) is made as of August 27, 2020 with an effective date of September 1, 2020,
by and between Marizyme, Inc. (the “Corporation”), a Nevada corporation, and Lakeport Business Services, Inc., a Florida
corporation (the “Consultant”). Corporation and Consultant collectively are the “Parties.”


 


Recitals


 


	A.	The
    Corporation is duly organized and validly existing as a corporation in good standing under the laws of the State of Nevada.
	 	 
	B.	The
    Consultant has specialized corporate expertise, SEC experience and accounting expertise, for both public and private entities.
    The Corporation finds the corporate management experience, specifically SEC related experience, and general knowledge of the
    Consultant, to be essential to the success of the Corporation. The Services will be provided by Bruce Harmon.
	 	 
	C.	The
    Corporation desires to engage the Consultant, and the Consultant desires to be so engaged, on the terms and conditions set
    forth below.


 


Agreement


 


Now
therefore, in consideration of the Recitals, which shall be deemed to be a substantive part of this Agreement, and the mutual
covenants, promises, agreements, representations, hereinafter set forth, the parties hereto do hereby covenant, promise, agree,
represent and warrant as follows:


 


	1.	Consulting.




 


	1.1.	The
    Corporation hereby contracts the Consultant to fulfill the duties of chief financial officer (“CFO”) and to render
    services for and on behalf of the Corporation as such, who will report to the Chief Executive Officer (“CEO”)
    of the Corporation. The Consultant shall not be able to bind the Corporation without a Corporate Resolution executed by the
    Corporation, and the Consultant shall render such other and further services for and on behalf of the Corporation as may be
    assigned reasonably, from time-to-time, to the Consultant by the CEO of the Corporation (the “Services”).  The
    Consultant hereby accepts such consulting with the Corporation and agrees to render the Services for and on behalf of the
    Corporation on the terms and conditions set forth in this Agreement. During the term of this Agreement, the Consultant will
    report directly to the CEO of the Corporation. The power to direct, control and supervise the services to be performed, the
    means and manner of performing the Services and the time for performing the Services shall be exercised by the CEO, provided,
    however, that the CEO shall not impose any consulting constraints or duties which would require the Consultant to violate
    any law, statutes, ordinance, rule or regulation now or hereinafter in effect.
	 	 
	1.2.	It
    is expressly acknowledged by the parties hereto that Consultant is an independent contractor and nothing in this Agreement
    is intended nor shall be construed to create an employer/employee relationship or a joint venture of any kind including any
    principal/agent relationship between the Corporation and Consultant. The Corporation shall not have any right to exercise
    any control or discretion over the manner or method by which Consultant performs services hereunder; provided, however, the
    services to be provided by Consultant hereunder shall be provided in a manner consistent with the professional standards governing
    such services and the provisions of this Agreement. Neither party shall have any authority to act for the other party, except
    as expressly provided herein, and Consultant shall have no right or power to create any liability or obligation for or on
    behalf of the Corporation or to sign any documents on behalf of the Corporation.


 


	1.3.	The compensation
    for the Consultant, hereinafter the “Compensation,” shall be as follows:




 


		1)	$5,000
                                         per month (the “Cash Compensation”) to be paid on the date of this Agreement
                                         and on the 1st of each month thereafter. If the 1st of the month
                                         falls on a weekend or holiday, it shall be paid on the following business day. Should
                                         certain conditions arise during the year that increases the work and/or the procurement
                                         of significant financing, the Cash Compensation shall be reviewed by the Parties. The
                                         Cash Compensation shall be paid to Lakeport Business Services, Inc. The Cash Compensation
                                         shall be paid as follows:



 


	____		_________
	Consultant	 	Corporation


 




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	 	Via
    ACH	Via
    Wire
	 	Lakeport
    Business Services, Inc.Lakeport Business Services, Inc.
	 	Regions
    BankRegions Bank
	 	ABA
    111900785ABA 062005690
	 	A/C
    0284738898A/C 0284738898
	 	110
    W. Debbie Lane110 W. Debbie Lane
	 	Mansfield,
    TX 76063Mansfield, TX 76063


 


	 	2)	40,000
    shares of common stock of the Corporation (the “Stock Compensation”), vesting monthly over twelve (12) months.
    The shares shall be issued in the name of “Bruce Harmon.” The Stock Compensation shall vest fully upon a change
    of control of the Corporation.
	 	 	 
	 	3)	Any
    other benefits that is provided to Corporation’s employees, officers and/or directors shall be made available to Consultant.


 


It
is understood that all payments to Consultant, the Consultant will be responsible for all federal, state and local taxes, as applicable.


 


	1.4.	The
    Consultant shall be reimbursed by the Corporation for all reasonable business, promotional, travel and entertainment expenses
    incurred or paid by the Consultant in the course of carrying out the normal duties and responsibilities of the Consultant’s
    position.  In the event the Consultant is required, at his sole discretion, to hire additional personnel to maintain
    the services required, the Company will reimburse the Consultant as part of this reimbursable expense.  The Consultant
    will advise the company in advance prior to adding personnel.  Reimbursement is contingent upon the Consultant furnishing
    to the Corporation in a timely fashion the appropriate documentation required by the Internal Revenue Code in connection with
    such expenses and shall furnish such other documentation and accounting as the Corporation may reasonably request.  
	 	 
	1.5.	The
    Services will be performed primarily at the Consultant’s headquarters office which has been established by the Consultant
    in Tarrant County, Texas.  
	 	 
	1.6.	Consultant’s
    functions are to provide activities related to financial, SEC filings and other activities as so designated by the Board of
    Directors of the Corporation.
	 	 
	1.7.	The
    Corporation shall have directors’ and officers’ insurance (“D&O”) in place.


 


	2.	Term.




 


	2.1.	Subject
    to the provisions for termination of this Agreement set forth below, the term is for one year through August 31, 2021.  Thereafter
    shall renew upon mutual agreement between the Parties.  
	 	 
	2.2.	Consultant
    may elect to terminate this Agreement for Good Reason upon 30 days’ written notice to the Corporation.  “Good
    Reason” means any of the following: (a) the Corporation merges, consolidates with another entity or sells more than
    50% of any class of its stock to a non-shareholder, or (b) the Corporation commits a material breach of this Agreement which
    is not cured by the Corporation within 30 days after receiving written notice thereof from the Consultant.  
	 	 
	2.3.	If
    (i) the Corporation terminates the Consultant during the term of this Agreement, and the termination is determined to not
    have been for “cause;” or, (ii) the Consultant terminates this Agreement during the term of the Agreement, and
    the termination is for Good Reason, then the Corporation will pay the Consultant’s compensation as provided for in Paragraph
    1 for the remainder of the term of the Agreement.  If the Corporation should dispute whether or not the termination
    is “with cause” or for Good Reason, whatever the case may be, then the Corporation shall pay as a condition to
    bringing such action into the registry of the court all amounts that will be due the Consultant as Consultant’s salary,
    benefits and bonuses provided for in Paragraph 1 if the Corporation does not prevail in any of its allegations in such dispute,
    as security for the payment in full if the Consultant should prevail in whole or in part.


 


	____		_________
	Consultant	 	Corporation


 




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	2.4.	For purposes of
    this Agreement termination “with cause” shall mean termination for any of the following reasons:




 


	2.4.1.	The
    Consultant abuses alcohol or other substances while performing his Services for the Corporation which abuse negatively affects
    the performance of this duties, such abuse is habitual, and the Consultant fails to seek competent abuse counseling within
    30 days of written notice by the Board of Directors;
	 	 
	2.4.2.	The
    Consultant is convicted of any felony for any crime involving the moral turpitude arising out of his Services for the Corporation
    or any other activity.


 


	3.	Performance of Services.




 


	3.1	The
    Consultant shall devote sufficient time to the Corporation’s business to render the Services. The Consultant shall comply
    with all laws, statutes, ordinances, rules and regulations relating to the Services. The Consultant may engage in other activities
    during the term of this Agreement provided that such activities do not materially interfere with the business of the Corporation.  Consultant
    is an entrepreneur, investment banker and venture capitalist, and as such will devote substantial time to other interests.  The
    Consultant may engage in other activities during the term of this Agreement.


 


	4.	Confidential Information,
    Trade Secrets, Inventions and Creations.




 


	4.1	The
    Consultant acknowledges that in the Consultant’s consulting hereunder, the Consultant will be making use of, acquiring
    and adding to the Corporation’s trade secrets and its confidential and proprietary information of a special and unique
    nature and value relating to such matters as, but not limited to, the Corporation’s business operation, internal structure,
    financial affairs, programs, software, systems, procedures, manuals, confidential reports, lists of clients and prospective
    clients and sales and marketing methods, as well as the amount, nature and type of services, equipment and methods used and
    preferred by the Corporation’s clients and the fees paid by such clients, all of which shall be deemed to be confidential
    information.  The Consultant acknowledges that such confidential information has been and will continue to be of
    central importance to the business of the Corporation and that disclosure of it to or its use by others could cause substantial
    loss to the Corporation.  In consideration of consulting by the Corporation, the Consultant agrees that during his
    consulting the Consultant shall not, for any purpose whatsoever, directly or indirectly, divulge or disclose to any person
    or entity any of such confidential information which was obtained by the Consultant as a result of the Consultant’s
    consulting with the Corporation or any trade secrets of the Corporation, but shall hold all of the same confidential and inviolate.  


 


	5.	Indemnification.




 


	5.1	The
    Corporation shall indemnify the Consultant, hold the Consultant harmless, and defend the Consultant to the fullest extent
    permitted by applicable law from and against all claims, threats, suits (except those arising from disputes between the Corporation
    and the Consultant), damages, penalties, liabilities, cost and expenses including, without limitation, legal fees, costs and
    disbursements (all collectively referred to as “liabilities”) incurred, suffered, or expended by or threatened
    against the Consultant with respect to any action or inaction in the course or performance of the Consultant’s duties
    under this Agreement except for liabilities arising entirely out of the gross negligence or willful misconduct of the Consultant.  If
    any claims are made against Consultant, he shall be entitled to an advance of his legal fees upon request to the Board of
    Directors.  This indemnification shall continue in effect after the expiration or termination of this Agreement
    and shall not be deemed exclusive of any other indemnification right to which the Consultant may be entitled under applicable
    law, agreement or the vote of the Board of Directors.


 


	6.	Notices.
                                         All notices and other communications required or permitted to be given by this Agreement
                                         shall be in writing and shall be given and shall be deemed received if and when either
                                         hand-delivered or refused, or deemed received three-days after being mailed by registered
                                         or certified U.S. mail, return receipt requested, postage prepaid, and if to the or at
                                         such other address as either party hereto shall notify the other of in writing.



 


	____		_________
	Consultant	 	Corporation


 




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	 	Corporation
    to:	 	And
    if to the Consultant:
	 	Marizyme,
    Inc.	 	Lakeport
    Business Services, Inc.
	 	Attn:
    James Sapirstein	 	Attn:
    Bruce Harmon
	 	225
    Chimney Corner Lane, Suite 2001	 	410
    Caymus Street
	 	Jupiter,
    FL 33458	 	Kennedale,
    TX 76060
	 	 	 	bruce@b2harmon.com
	 	732-723-7395	 	239-699-9082





 


	7.	Governing
    Law, Jurisdiction and Venue. The laws of the State of Texas shall govern this Agreement without regard to any of its conflict
    of law provision.
	 	 
	8.	Attorneys’
    Fees. Each party shall be responsible for their respective attorneys’ fees, costs and expenses incurred in such action
    pending the findings of any legal action.
	 	 
	9.	Non-compete.  During
    the term of this Agreement and for a period of two years thereafter, Consultant agrees that he will not be employed by or
    otherwise engaged in any business which competes with that of the Corporation. In addition, Consultant shall not, during such
    two-year period, contact any of the Corporation’s customers or consultants concerning any business or potential business
    which would compete with that of the Corporation.  The provisions of this Section 9 shall not apply if it is determined
    that this Agreement was terminated by the Consultant for Good Reason.


 


	10.	Miscellaneous.




 


	10.1	This
    Agreement shall be binding upon and inure to the benefit of the Corporation, its successors and assigns.  This Agreement
    shall be binding upon the Consultant and his heirs, personal and legal representatives, and guardians, and shall inure to
    the benefit of the Consultant.  Neither this Agreement nor any part hereof or interest herein shall be assigned
    by the Consultant.  If there is a sale of the Corporation or change in control thereof, as a condition precedent
    to any such sale or change in control, the acquiring corporation or controlling person must assume responsibility for this
    agreement and all payments due hereunder, in writing, as a condition to any such transaction. If such person or entity does
    not assume liability for this agreement, then such inaction shall constitute a breach hereunder and Consultant shall be entitled
    to the payment provided for in Section 2.3 hereof as liquidated damages.
	 	 
	10.2	The
    terms and provisions of this Agreement may not be modified except by written instrument duly executed by each party hereto.
	 	 
	10.3	The
    use of any gender herein shall be deemed to be or include the other genders and the neuter and the use of the singular herein
    shall be deemed to be and include the plural (and vice versa), wherever appropriate.
	 	 
	10.4	This
    Agreement sets forth the entire, integrated understanding and Agreement of the parties hereto with respect to the subject
    matter hereof.
	 	 
	10.5	 The
    headings in this Agreement are included for the convenience of reference and shall be given no effect in the construction
    of this Agreement. 


 






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IN
WITNESS WHEREOF, the parties have executed, acknowledged, sealed and delivered this Agreement the day and year first hereinabove
set forth.


 


	Marizyme,
    Inc.	 	Lakeport
    Business Services, Inc.
	 	 	 
	/s/
    James Sapirstein	 	/s/
    Bruce Harmon
	James
    Sapirstein, Director	 	Bruce
    Harmon, President
	Dated:
    August 27, 2020		Dated:
    August 27, 2020


 


	____		_________
	Consultant	 	Corporation


 




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