Exhibit 10.3


 


INDEPENDENT CONTRACTOR AGREEMENT


 


This Agreement is made between KONA GOLD
LLC (“Client”) with a mailing address of 746 North Drive, STE A, City of Melbourne, State of Florida (“Client”)
and OPTN Companies Inc. with a mailing address of 10564 Greencrest Drive, Tampa, FL 33626 (“Contractor”).


 


WHEREAS the Client intends to pay the Contractor for services provided,
effective April 1st, 2020, under the following terms and conditions:


 


I. Services. The Contractor agrees to perform the following:
Establish new distribution channels for Clients products and maintain relationships.


 


Hereinafter known as the “Services”.


 


II. Payment. In consideration for the services to be performed
by the Contractor, the Client agrees to pay the contractor $1.00 for every 12-pack case of HighDrate CBD Energy Waters sold, $1.00
for every 12-pack case of Kona Gold Hemp Energy Drinks sold, and $1.00 for every 12-pack case of Storm CBD Water sold, for the
completion of Services performed. Contractor will be offered the opportunity to sell new products the client brings to market at
a to be determined case commission. Completion shall be defined as the fulfillment of Services as described in Section I in accordance
with industry standards and to the approval of the Client, not to be unreasonably withheld. Client agrees to pay contractor during
the time the contractor maintains and grows the relationship with the respective distribution channel.


 


The Contractor agrees to be paid on a monthly basis.


 


III. Due Date. The Services provided by the Contractor: (check
one)


 


 ̈ -
Shall be completed by ______________________, 20___. 


 


✔ - No due date.


 


 ̈ -
Other. ___________________________________________________________________


 


IV. Expenses. The Contractor shall be: (check one)


 


 ̈ -
Responsible for all expenses related to providing the Services under this Agreement. This includes, but is not limited to, supplies,
equipment, operating costs, business costs, employment costs, taxes, Social Security contributions / payments, disability insurance,
unemployment taxes, and any other cost that may or may not be in connection with the Services provided Contractor.


 


✔ - *Reimbursed for the following expenses that are attributable
directly to the Services performed under this Agreement: Approved travel expenses.


 


*The Client will be required to pay the Contractor within thirty
(30) days of any Expense after receiving an itemized expense statement from the Contractor. Upon request by the Client, the Contractor
may have to show any receipt(s) or proof of purchase for said Expense(s).


 




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V. Independent Contractor Status. The Contractor, under the
code of the Internal Revenue Service (IRS), is an independent contractor and neither the Contractor’s employees or contract
personnel are, or shall be deemed, the Client’s employees.


 


In its capacity as an independent contractor, Contractor agrees
and represents:


 


Contractor has the right to perform Services for others during the
term of this Agreement;


 


Contractor has the sole right to control and direct the means, manner,
and method by which the Services required by this Agreement will be performed. Contractor shall select the routes taken, starting
and ending times, days of work, and order the work is performed;


 


Contractor has the right to hire assistant(s) as subcontractors
or to use employees to provide the services required under this Agreement.


 


Neither Contractor, nor the Contractor’s employees or personnel,
shall be required to wear any uniforms provided by the Client;


 


The Services required by this Agreement shall be performed by the
Contractor, Contractor’s employees or personnel, and the Client will not hire, supervise, or pay assistants to help the Contractor;


 


Neither Contractor nor Contractor’s employees or personnel
shall receive any training from the Client in the professional skills necessary to perform the services required by this Agreement;
and


 


Neither the Contractor nor Contractor’s employees or personnel
shall be required by the Client to devote full-time to the performance of the Services required by this Agreement.


 


VI. Business Licenses, Permits, and Certificates. The Contractor
represents and warrants that all employees and personnel associated shall comply with federal, state, and local laws requiring
any required licenses, permits, and certificates necessary to perform the Services under this Agreement.


 


VII. Federal and State Taxes. Under this Agreement, the Client
shall not be responsible for:


Withholding FICA, Medicare, Social Security, or any other federal
or state withholding taxes from the Contractor’s payments to employees or personnel or make payments on behalf of the Contractor;
Make federal or state unemployment compensation contributions on the Contractor’s behalf; and the payment of all taxes incurred
related to or while performing the Services under this Agreement, including all applicable income taxes and, if the Contractor
is not a corporation, all applicable self-employment taxes. Upon demand, the Contractor shall provide the Client with proof that
such payments have been made.


 


VIII. Benefits of Contractor’s Employees. The Contractor
understands and agrees that they are solely responsible for shall be liable to all benefits that are provided to their employees,
including but not limited to, retirement plans, health insurance, vacation time-off, sick pay, personal leave, or any other benefit
provided.


 


IX. Unemployment Compensation. The Contractor shall be solely
responsible for the unemployment compensation payments on behalf of their employees and personnel. The Contractor themselves shall
not be entitled to unemployment compensation in connection with the Services performed under this Agreement.


 


X. Workers’ Compensation. The Contractor shall be responsible
for providing all workers’ compensation insurance on behalf of their employees. If the Contractor hires employees to perform
any work under this Agreement, the Contractor agrees to grant workers’ compensation coverage to the extent required by law.
Upon request by the Client, the Contractor must provide certificates proving workers’ compensation insurance at any time
during the performance of the Service.


 




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XI. Liability Insurance. The Contractor agrees to bear all
responsibility for the actions related to themselves and their employees or personnel under this Agreement. In addition, the Contractor
agrees to obtain comprehensive liability insurance coverage in case of bodily injury, personal injury, property damage, contractual
liability, and cross-liability. (check one)


 


 ̈ -
There shall be a minimum amount of combined single limit of $________________.


 


✔ - There shall not be a minimum amount required.


 


XII. Indemnification. The Contractor shall indemnify and
hold the Client harmless from any loss or liability from performing the Services under this Agreement.


 


XIII. Termination of Agreement. This Agreement shall terminate
upon:


 


 ̈ -
Completion of the Services provided.


 


 ̈ -
On the date of ______________________, 20___.


 


✔ - Other. Contractors performance will be reviewed after
90 days at which time the Agreement will be extended or terminated.


 


In addition, the Client or Contractor may terminate this Agreement,
and any obligations stated hereunder, with reasonable cause by providing written notice of:


 


A material breach of the other party; or


 


Any act exposing the other party to liability to others for personal
injury or property damage.


 


XIV. Option to Terminate. The Client and Contractor shall:


 


✔ - Have the option to terminate this Agreement at any time
by providing 30 days’ written notice.


 


 ̈ -
Not have the option to terminate this Agreement unless there is reasonable cause as defined in Section XIII. 


 


XV. Resolving Disputes. If a dispute arises under this Agreement,
any party may take the matter to a Florida state court.


 


XVI. Confidentiality. The Contractor acknowledges that it
will be necessary for the Client to disclose certain confidential and proprietary information to the Contractor in order for the
Contractor to perform their duties under this Agreement. The Contractor acknowledges that disclosure to a third party or misuse
of this proprietary or confidential information would irreparably harm the Client. Accordingly, the Contractor will not disclose
or use, either during or after the term of this Agreement, any proprietary or confidential information of the Client without the
Client's prior written permission except to the extent necessary to perform services on the Client's behalf.


 




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Proprietary or confidential information includes, but is not limited
to:


 


The written, printed, graphic, or electronically recorded materials
furnished by Client for Contractor to use;


 


Any written or tangible information stamped “confidential,”
“proprietary,” or with a similar legend, or any information that Client makes reasonable efforts to maintain the secrecy
of business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and
processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information;
and


 


Information belonging to customers and suppliers of the Client about
whom the Contractor gained knowledge as a result of the Contractor's services to the Client.


 


Upon termination of the Contractor's services to the Client, or
at the Client's request, the Contractor shall deliver to the Client all materials in the Contractor's possession relating to the
Client's business.


 


The Contractor acknowledges any breach or threatened breach of confidentiality
that this Agreement will result in irreparable harm to the Client for which damages would be an inadequate remedy. Therefore, the
Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of confidentiality.
Such equitable relief shall be in addition to Client's rights and remedies otherwise available at law.


 


XVII. Proprietary Information. Proprietary information, under
this Agreement, shall include:


 


The product of all work performed under this Agreement (“Work
Product”), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations,
works, devices, models, work-in-progress and deliverables will be the sole property of the Client, and Contractor hereby assigns
to the Client all right, title and interest therein, including but not limited to all audiovisual, literary, moral rights and other
copyrights, patent rights, trade secret rights and other proprietary rights therein. Contractor retains no right to use the Work
Product and agrees not to challenge the validity of the Client’s ownership in the Work Product;


 


Contractor hereby assigns to the Client all right, title, and interest
in any and all photographic images and videos or audio recordings made by the Client during Contractor’s work for them, including,
but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings; and


 


The Client will be entitled to use Contractor’s name and/or
likeness use in advertising and other materials.


 


XVIII. No Partnership. This Agreement does not create a partnership
relationship between the Client and the Contractor. Unless otherwise directed, the Contractor shall have no authority to enter
into contracts on Client's behalf or represent the Client in any manner.


 


XIX. Assignment and Delegation. The Contractor may assign
rights and may delegate duties under this Agreement to other individuals or entities acting as a subcontractor (“Subcontractor”).
The Contractor recognizes that they shall be liable for all work performed by the Subcontractor and shall hold the Client harmless
of any liability in connection with their performed work.


 


The Contractor shall be responsible for any confidential or proprietary
information that is shared with the Subcontractor in accordance with Sections XVI & XVII of this Agreement. If any such information
is shared by the Subcontractor to third (3rd) parties, the Contractor shall be made liable.


 




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XX. Governing Law. This Agreement shall be governed under
the laws in the State of Florida.


 


XXI. Severability. This Agreement shall remain in effect
in the event a section or provision is unenforceable or invalid. All remaining sections and provisions shall be deemed legally
binding unless a court rules that any such provision or section is invalid or unenforceable, thus, limiting the effect of another
provision or section. In such case, the affected provision or section shall be enforced as so limited.


 


XXII. Breach Waiver. Any waiver by the Client of a breach
of any section of this Agreement by the Contractor shall not operate or be construed as a waiver of any subsequent breach by the
Contractor.


 


XXIII. Additional Terms and Conditions. None


 


XXIV. Entire Agreement. This Agreement, along with any attachments
or addendums, represents the entire agreement between the parties. Therefore, this Agreement supersedes any prior agreements, promises,
conditions, or understandings between the Employer and Employee.


 


	Client’s Signature	/s/ Robert Clark	 	Date	4/15/20


 


	Print Name 	Robert Clark	 	 


 


	Contractor’s Signature	/s/
    PAUL O’RENICK	 	Date	4/15/20


 


	Print
    Name 	PAUL
    O’RENICK	 -
    OPTN  COMPANIES - PRESIDENT/CEO


 








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