Exhibit
10.8


 


DATA
DELIVERY AND ANCILLARY SERVICES AGREEMENT


 


This
Data Delivery and Ancillary Services Agreement (the “Agreement”) is made and entered into on January
13th, 2019 (“Effective Date”) by and between Cicero Transact Group, Inc. (“Company”), a
Delaware corporation, with its principal place of business at 1858 Pleasantville Road, Suite 110, Briarcliff Manor, NY 10510 and
American International Holdings Corp. (“Client’’), a Nevada corporation, with its principal place of
business at 3990 Vitruvian Way, Suite 1152, Addison, TX 75001


 


The
Company and Client may be referred to collectively as the “Parties” or singularly as a “Party’’
to this Agreement.


 


RECITALS


 


	 	A.	WHEREAS,
    Client desires to acquire sector-specific data records for marketing purposes for the company’s products and services
    (the “Data”).
	 	 	 
	 	B.	WHEREAS,
    Company desires to deliver the above Data to Client and to perform certain· advisory services, for no additional compensation
    as part of the data records sale, in accordance with the terms and conditions set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the terms below.


 


1.
Term and Termination



 


This
Agreement shall be in full force and effect commencing as of the Effective Date and shall have an initial term of six (6) months
(the “Term’’). The Parties may elect to renew this Agreement for additional six month terms upon mutual written
agreement.


 


Company’s
obligations set forth in Sections 2 through 18, inclusive, shall survive termination of this Agreement.


 


2.
Services



 


Company
shall deliver the specific data set forth in Exhibit A (the “ Data’ ‘) to the Client, on a non-exclusive
basis, for the specific price set forth in Exhibit A. Company shall provide the ancillary services listed in Exhibit A (the “Services’’)
to the Client at no additio cost in conjunction with the Data.


 




    	 



     


    

 


3.
Compensation



 


Client
agrees to pay Company the compensation of $250,000 dollars worth of common stock further described in Exhibit A
(the “Compensation’’), which shall be incorporated as part of this Agreement, for Company’s delivery of
the Data. The exchange of the Data for the Compensation shall take place immediately upon execution of this Agreement.


 


4.
Independent Contractor



 


Any
ancillary services rendered by the Company in conjunction with the Data delivery shall be rendered as an independent contractor.
Nothing contained herein shall be considered as creating an employer-employee relationship between the Parties to this Agreement.
Client shall not make or owe any social security, worker’s compensation or unemployment insurance payments on behalf of
the Company.


 


5.
Time, Place & Manner of Performance



 


Company
shall be available for marketing advice and counsel to the officers and directors of Client as such reasonable and convenient
times and places may be mutually agreed upon. Unless otherwise stated herein, the time, place and manner of performance of any
ancillary services described herein, including the amount of time to be allocated by Company to any specific service, shall be
determined at the sole discretion of Company.


 


6.
No Guarantee



 


The
Parties hereto acknowledge and agree that the Company cannot guarantee any specific results from the Client’s use of the
Data or Services in Exhibit A. Company shall deliver the Data and provide its services in a professional manner and in accordance
with good industry practice. Company will use its best efforts, but does not promise any specific results from its Data or Services.


 


7.
Work Product



 


It
is agreed that all information and materials produced for Client pursuant to Sections II and III of Exhibit A, if any, shall be
deemed “wo rk made for hire” and be the property of Client, though this shall in no way be construed as ownership
of the Company’s assets, technology, ideas, or intellectual property, including the Data.


 


8.
Assignment



 


Neither
this Agreement nor any of the rights, interests or obligations hereunder may be assigned by either Party hereto (whether by operation
of law or otherwise) without the prior written consent of the other Party. Subject to the preceding sentence, this Agreement will
be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.


 




    	 



     


    

 


9.
Amendments



 


Either
Party may request changes to this Agreement. Any changes, modifications, revisions or amendments to this Agreement which are mutually
agreed upon by and between the Parties to this Agreement shall be incorporated by written instrument, and effective when executed
and signed by all Parties to this Agreement.


 


10.
Press Releases



 


Client
may publish a press release regarding this Agreement with Company’s prior written consent. Company shall have the right
to review any press release or public announcement prior to it being published.


 


11.
Advertising Content



 


Client
grants Company a worldwide right to use all content delivered to Company by the Client. Client specifies that Company is free
from third party liabilities associated with th, e use of said content.


 


The
Parties agree not to use any content in social media announcements and postings that would violate the letter or the spirit of
any social media network’s policies, rules or regulations; or, any other laws, rules or regulations of any country or governmental
entity with jurisdiction over either Client or Company. Company, at its sole discretion and judgement, shall have final approval
over the acceptability of content and the timing of social media postings and announcements.


 


12.
Confidentiality



 


The
Parties agree to keep this Agreement confidential, and may not disclose either the existence or the terms of the Agreement to
third parties without the prior written consent of the other Party.


 


Company
recognizes and acknowledges that it has and will have access to certain confidential information of the Client and its affiliates
that are valuable, special and unique assets and property of Client. Company will not, during the Term, disclose, without the
prior written consent or authorization of Client, any of such information to any person, except as needed in order to perform
the services, such as to Company’s employees, contractors, directors, officers, and advisors.


 




    	 



     


    

 


13.
Indemnification



 


Because
Company must at all times rely upon the accuracy and completeness of the information supplied to it by Client, Client
unconditionally, absolutely and irrevocably agrees to and shall indemnify and hold harmless Company and its past, present and
future directors, officers, affiliates, counsel, shareholders, employees, agents, attorneys, representatives, contractors,
successors and assigns (Company and such persons are collectively referred to as the “Indemnified Persons”) from
and against any and all losses, claims, costs, expenses, liabilities and damages (or actions in respect thereof) arising out
of or related to this Agreement, the performance of services pursuant to the Agreement, and any actions taken or omitted to
be taken by an Indemnified Party in connection with this Agreement (‘‘Indemnified
Claim’’).


 


Without
limiting the generality of the foregoing, such indemnification shall cover losses, claims, costs, expenses, liabilities and damages
imposed on or incurred by the Indemnified Persons, directly or indirectly, relating to, resulting from, or arising out of any
actual or alleged misstatement of fact or omission of fact, or any actual or alleged inaccuracy in any information provided or
approved by Client in connection with the engagement, including any actual or alleged misstatement, omission or inaccuracy in
any filing with any governmental or regulatory body, press release, website, marketing material or other document, or oral presentation
or webcast; or, infraction o. r violation of any policy, laws, rules or regulations of any country with jurisdiction over either
party, including, but not limited to, any rules and regulations around securities filings, initial coin offerings, cryptocurrencies,
blockchain platform formulations and/or any related or required public, investor or marketing disclosures, whether or not the
Indemnified Persons relied thereon or had knowledge thereof.


 


In
addition, Client agrees to reimburse the Indemnified Persons for legal or other expenses reasonably incurred by them in respect
of each Indemnified Claim at the time such expenses are incurred. Notwithstanding the foregoing, Client shall not be obligated
under the foregoing for any loss, claim, liability or damage that is finally determined by a court with proper jurisdiction to
have resulted primarily from the willful misconduct or bad faith of the Indemnified Person.


 


14.
Limitation of Liability



 


In
no event shall either Party be liable to the other or to any third party for any indirect, incidental, special or consequential
damages, or damages for lost profits or loss of business, however caused and under any theory of liability, whether based in contract,
tort (including negligence) or other theory of liability, regardless of whether either Party was advised of the possibility of
such damages and notwithstanding the failure of essential purpose of any limited remedy. Excepting for indemnification, in no
event shall either Party’s liability arising out of or in connection with this agreement exceed the amounts paid by either
Party to the other under this agreement for the services, deliverables or invention giving rise to such liability.


 




    	 



     


    

 


15.
Governing Law; Binding Arbitration



 


This
Agreement and the rights of the parties hereunder, shall be governed by and construed in accordance with the laws of the State
of New York, including all matters of construction, validity, performance, and enforcement and without giving effect to the principles
of conflict of laws. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled
by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and judgment on the
award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be conducted
in New York County, New York.


 


16.
Counterparts / Electronic Signature



 


This
Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument. Execution and delivery of this Agreement by exchange of electronic
copies bearing the electronic signature of a party hereto shall constitute a valid and binding execution and delivery of this
Agreement by such party. Such electronic copies shall constitute enforceable original documents.


 


17.
Notices



 


All
notices, consents, waivers or other communications given under this Agreement shall be in writing and given by overnight delivery
(by a nationally recognized overnight courier service), personal delivery or by registered or certified mail with postage prepaid
and return receipt requested, at the respective addresses of the Parties as set forth above or at the most current address as
may be supplied by such Party to the other pursuant to this Agreement.


 


18.
Entire Agreement / Severability



 


This
Agreement constitutes and embodies the entire understanding and agreement of the parties and supersedes and replaces all other
or prior understandings, agreements and negotiations between the parties. All agreements and covenants contained herein are severable,
and in the event any of them shall be held to be invalid by any competent court, the Agreement shall be interpreted as if such
invalid agreements or covenants were not contained herein. Any waiver, alteration, or modification of any of the provisions of
this Agreement shall be valid only if made in writing and signed by the parties hereto. Each Party hereto, may waive any of its
rights hereunder without affecting a waiver with respect to any subsequent occurrences or transactions hereof. Any waiver by either
Party or a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent
breach by any Party.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	 



     


    

 


IN
WI1N ESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement, effective as of the Effective Date.


 


	COMPANY:	 	CLIENT:
	Cicero
    Transact Group, Inc.	 	American
    International Holdings Corp.
	 	 	 
	 	 	 
	Michael
    Woloshin, CEO	 	Name:
    Jacob Cohen, CEO



 






    	 



     


    

 


EXHIBIT
A


 




    	 



     


    

 


DATA
DELIVERY AND ANCILLARY SERVICES


 


	 	I.	Data
    Delivery (“Data”)


 


	Industry	 	Number
    of Records Purchased	 	Price
    Per Record/ Total Value
	 	 	 	 	 
	Consumers
    - Coaches - Business	 	min
    2,500,000	 	$0.09
    per record / $225,000
	TOTAL:
    min 2,500,000	 	 	 	 


 


	 	II.	Ancillary
    Advisory Services


 


In
conjunction with the delivery of the Data above, Company may advise Client on strategic marketing, digital advertising, and social
media practices, which may include the following:


 


	 	●	Data
    cleaning
	 	●	Data
    emailing
	 	●	Lead
    generation campaigns
	 	●	Establishing
    social media presence and growth of Linkedln, Twitter, Facebook, Instagram, and other social media as needed
	 	●	Social
    media management
	 	●	Setting
    up Google analytics
	 	●	SEO
    for website
	 	●	Evaluating
    web presence to improve online branding
	 	●	Building
    brand identity and awareness
	 	●	Email
    marketing including targeted email campaigns
	 	●	Content
    marketing strategy including thought leadership articles
	 	●	Digital
    advertising management
	 	●	Website
    design and development, if needed


 


It
is understood by the Client that the Company shall not actually perform any investor relations and will advise on marketing activities
as it relates to the company’s products and services.


 




    	 



     


    

 


	 	III.	Ancillary
    Business Development Advisory Services


 


	Business
    Development Advisory Services
	 
	May
    include services listed below as agreed upon
	TOTAL:
    $25,000


 


In
conjunction with the delivery of the Data, the Company may also provide business development Advisory Services, which may include:


 


	 	●	Help
    with identification of strategic growth areas
	 	●	Help
    with introductions to potential business development partners
	 	●	Help
    in defining marketing and sales opportunities for Client’s products and services
	 	●	Help
    to identify a marketing strategy for Client’s products and services
	 	●	Help
    with strategic introductions


 


	 	IV.	Compensation


 


Company
shall be compensated for the Data described in Section I. of this Exhibit A in the form of 357,142 common shares of Client’s
stock (the “Shares’’). The number of Shares has been determined by dividing the total value of the Data delivered
to Client in Section I. of this Exhibit A, by the lowest trade price ($0.70) of the Client’s common stock over the five
trading days prior to the execution of this Agreement. No additional compensation shall be required for the Ancillary Services
described in Sections II. and III. of this Exhibit.