Exhibit 10.3


 


Consulting Agreement


 


THIS CONSULTING AGREEMENT (the “Agreement”),
effective as of June 8, 2019 is entered into by and between Kubient, Inc., a Delaware corporation (“Company”), Philip
Anderson, (“Consultant”).


 


Recitals


 


The Company and Consultant
desire to enter into a relationship whereby Consultant will act as Company’s non-exclusive consultant under the terms and
conditions stated in this Agreement.


 


In consideration
of the mutual agreements contained in this Agreement, and intending to be legally bound, the parties hereto as follows:


 


1.           Consultation


 


Company appoints Consultant as its non-exclusive
consultant to provide the services described in Section 2 below (the “Services”). Consultant accepts the appointment
and agrees to use its best efforts to provide the Services to the Company in accordance with the professional standards of the
current employees located in New York City, New York, USA.


 


2.           Duties
of Consultant


 


During the term of this Agreement, Consultant
shall provide the following Services to the Company:


 


A. 
Overall business strategy around marketing, go to market strategy and industry positioning. 


 


B.
Advise company and make relevant introductions in preparation for Initial Public Offering. 


 


C. Implement
best practices for company financial reporting. 




 


 D. Engage and assist auditors to expedite our 2018 audit. 




 


3.           Compensation


 


Consultant shall provide an itemized invoice
reasonably describing the work performed and the hours or service (the “Professional Invoice”). As consideration for
the Services, the Company shall pay Consultant $10,000 per month based upon companies payroll schedule.


 






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The Company and Consultant agree that Consultant
will receive no Company-sponsored benefits from the Company where benefits include, but are not limited to, paid vacation, sick
leave, medical insurance and 401k participation. If Consultant is reclassified by a state or federal agency or court as the Company’s
employee, Consultant will become a reclassified employee and will receive no benefits from the Company, except those mandated by
state or federal law, even if by the terms of the Company’s benefit plans or programs of the Company in effect at the time
of such reclassification, Consultant would otherwise be eligible for such benefits.


 


4.           No Agency


 


Consultant
is not authorized to and shall not act as the agent or agency of Company or bind or commit the Company to any obligation to any
third party, or incur any liability on behalf of the Company, or accept payments on behalf of the Company, or make any representations
on behalf of the Company concerning acceptance of orders, delivery dates, performance guarantees, allowances, returns, settlements,
adjustments, or similar matters, unless Consultant shall be expressly authorized in writing by the Company to do so. Consultant
shall be responsible for advising third parties with whom it deals on Company’s behalf of this limitation.


 


5.           Taxes/Insurance


 


Consultant is responsible for all United
States federal, state or local taxes or foreign taxes resulting from compensation received from the Company. Consultant acknowledges
and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to this Agreement.
Consultant agrees to and acknowledges the obligation to pay all self-employment and other taxes on such income. Consultant shall
pay all applicable unemployment and disability insurance require by the applicable states or states Consultant conducts business.


 


6.           Costs


 


Unless otherwise approved for reimbursement
by the Company, Consultant shall be responsible for all of his own expenses, including but not limited to, all rental costs, salaries,
taxes, licenses, permits, postage, telephone, telegraph, courier and traveling expenses, etc., and Consultant shall not be entitled
to reimbursement from Company. Consultant shall have the right to employ and discharge such persons as in his judgment maybe necessary
to allow him to fulfill his responsibilities under this Agreement. Such persons shall be employees of Consultant and not of the
Company, and Consultant alone shall be liable for the payment of their compensation and any expense incident to his or their operations.
Consultant shall possess or obtain, at his own expense all necessary licenses and permits and shall comply with all laws, ordinances,
rules or regulations in territory of operation and be responsible for any infraction or violation and any expense or damages resulting
from any of them.


 






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7.           Confidential
Material


 


Consultant shall execute the Companies
Non-Disclosure, Non-Solicitation and Intellectual Property Transfer Agreement attached hereto and is incorporated by reference
herein. Consultant shall not use any open source code or third party source code except as permitted by the Company in writing.
Consultant shall not use any confidential information of any third party when performing Services.


 


8.           Independent
Contractor


 


It is understood and agreed between the
Company and Consultant that nothing contained in this Agreement shall create a relationship of employer and employee or principal
and agent between the Company and Consultant. The Consultant is, and under terms of the Agreement continues to be, an independent
contractor, acting as a Consultant of the Company. Without limiting the generality of the foregoing, Consultant is not authorized
to bind the Company to any liability or obligation or to represent that Consultant has any such authority.


 


9.           Indemnification


 


The Company agrees to indemnify and hold
harmless Consultant, its directors, officers, employees and agents, against any loss, claim, damage, liability or expense, including
reasonable attorneys’ fees (collectively “Loss”) as incurred to which the Consultant, its directors, officers,
employees or agents may become subject, to the extent such Loss arises out of or is based upon the Company’s breach of the
Agreement.


 


Consultant agrees to indemnify and hold
harmless the Company, its directors, officers, employees and agents, against any Loss as incurred to which the Company, shall indemnify
the Company to the extent permitted by law against all costs, charges and expenses whatsoever (including reasonable attorneys’
fees) incurred to which the Company, its directors, officers, employees or agents may become subject, to the extent such Loss arises
out of or is based upon the Consultant’s breach of the Agreement.


 


10.        Obligations
of Consultant


 


Consultant represents and warrants that
it will comply with the policies of the Company as such exists from time to time applicable laws of each and every jurisdiction
in which it operates and/or performs services for or on behalf of the Company; that it will not accept any compensation whatsoever
from any source other than the Company for any services for which it receives compensation from the Company; that it will not
make any payments whatsoever to any vendor, or agent, or any other party, except as otherwise provided in this Agreement, with
regard to any services it performs for or on behalf of the Company and/or business it obtains, administers, and/or receives compensation
for from the Company; and that, when requested by Company, it will confirm compliance (including the provision of supporting documentation)
with any and/or all of the foregoing as directed by, and in written form satisfactory to the Company in its sole discretion. Consultant
further represents and warrants that Consultant has no agreements, relationships, or commitments to any other person or entity
that conflict with the provisions of this Agreement, Consultant’s obligations to the Company under this Agreement, and/or
Consultant’s ability to perform the Services. Consultant will not enter into any such conflicting agreement during the term
of this Agreement.


 






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11.        Remedies
Cumulative; No Waiver


 


All remedies specified herein or otherwise
available shall be cumulative and in addition to any and every other remedy provided hereunder or now or hereafter available. No
waiver or failure (intentional or unintentional) to act with respect to any breach or default hereunder shall be deemed to be a
waiver with respect to any subsequent breach or default, whether of a similar or different nature. No delay of failure by a party
to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that
or any other right, unless otherwise expressly provided in this Agreement.


 


12.        Prior
Agreement


 


This Agreement cancels and supersedes all
previous agreements between the parties, whether oral or in writing and constitutes the entire agreement of the parties hereto
and shall not be amended or altered in any respect except in writing by the parties.


 


13.        Governing
Law; Jurisdiction


 


This Agreement shall in all respects be
constructed and interpreted in accordance with and governed by the laws of the State of New York, United States of America, without
giving effect to the conflict of law’s provisions


 


The parties hereby submit to the exclusive
jurisdiction to a federal or state court located in the City of New York in the State of New York for the enforcement of this Agreement
and waive any and all personal rights to object to such jurisdiction for the purposes of litigation to enforce this Agreement.
Consultant irrevocably waives any claim that the chosen jurisdiction is an inconvenient forum. This Section shall survive the termination
of this Agreement.


 


16.        Term;
Termination


 


This Agreement shall commence on the date
hereof and be terminated by either party, with or without cause, upon 30 days prior written notice. Notwithstanding the foregoing,
Consultant shall immediately cease all work and billing under this Agreement when directed by the Company and all billing for work
shall cease.


 


Notwithstanding the foregoing,
this Agreement shall automatically terminate without the need for written notice upon the death of Consultant cannot or is unwilling
to perform its responsibilities under this Agreement, performs illegal or unethical acts detrimental to Company’s reputation,
or any proceedings under any bankruptcy, reorganization, arrangement, insolvency, dissolution or other liquidation law of any
jurisdiction are commenced by or against either party.


 






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The rights, duties and obligations of the
parties hereto shall survive the termination of this Agreement.


 


17.        Notices


 


Any notice required or deemed necessary
under any of the terms and conditions of this Agreement shall be considered properly given when sent by email or in a writing deposited
in the mail, postage prepaid, registered or certified first class mail and addressed in the care of Company, and in the care of
Consultant, to the address below, or such other address as either company shall specify for itself by like notice. Notice shall
be deemed given upon the date of sending or transmission.


 


If to Company:


Kubient, Inc.


Attn: President


111 West 28th Street, 2nd Floor


New York, NY 10001


Email Paul@Kubient.com


 


If to Consultant:


___________________


Attn: ___________________


___________________


___________________


(____) ___-____


_____@_____________


 


18.        Assignment


 


Consultant shall neither assign nor transfer
this Agreement or any interest therein with without the prior written consent of the Company.


 


19.        Severability


 


If any provision of this Agreement or the
application thereof to any person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement
and the application of that provision to other persons or circumstances shall not be affected thereby, and that provision shall
be enforced to the greatest extent permitted by law.


 






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20.        Counterparts;
Effectiveness


 


This Agreement may
be executed in any number of counterparts, including by facsimile or electronic signature included in an Adobe PDF file, each of
which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. This Agreement
shall become effective when counterparts have been signed by each party and delivered to the other parties, it being understood
that the parties need not sign the same counterpart.


 


IN WITNESS WHEREOF, the Company
and the Consultant have executed this Agreement effective as of the date set forth above.


 


 


	 	“CONSULTANT”
	 	PHIL ANDERSON
	 	 
	 	 
	 	/s/  Philip Anderson
	 	By Philip Anderson
	 	 
	 	 
	 	“COMPANY”
	 	KUBIENT, INC.
	 	 
	 	 
	 	/s/ Paul Roberts
	 	By:  Paul Roberts



 






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