In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.

[Q]: Exhibit 10.16 CONSULTING AGREEMENT This Consulting Agreement (the Agreement) is made and entered into as of this 2nd day of January 2020, by and between Global Technologies, Ltd (hereinafter the Company), a Delaware corporation whose address is 501 1st Ave N., Suite 901, St. Petersburg, FL 33701 and Timothy Cabrera (hereinafter the Consultant), an individual whose address is 11718 SE Federal Hwy., Suite 372, Hobe Sound, FL 33455 (individually, a Party; collectively, the Parties). This Agreement is non-exclusive. RECITALS WHEREAS, the Company has asked to retain Consultant to provide various services to the Company as agreed to by both parties and outlined in Section 3; and WHEREAS, the Consultant has advised the Company of its willingness and desire to provide such services as outlined in Section 3 and on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises herein contained, the Parties hereto hereby agree as follows: 1. CONDITIONS. This Agreement will not take effect, and Consultant will have no obligation to provide any service whatsoever, unless and until the Company sends a signed copy of this Agreement to Consultant (either by mail or facsimile copy). The Company shall be truthful with Consultant in regard to any relevant material regarding the Company, verbally or otherwise, or this entire Agreement will terminate and all consideration paid shall be forfeited without further notice. Upon execution of this Agreement, the Company agrees to cooperate with Consultant in carrying out the purposes of this Agreement, keep Consultant informed of any developments of importance pertaining to the Company's business and abide by this Agreement in its entirety. 2. TERM OF AGREEMENT. This Agreement shall be in full force and effect commencing on January 2, 2020 and shall remain in effect for one (1) year or until Consultant completes the services requested. Either Party shall have the right to terminate this Agreement without notice in the event of the bankruptcy, insolvency, or assignment for the benefit of creditors of the other Party. Either Party shall have the right to terminate this Agreement with notice, and the effective date of termination shall be the date such notice is received (by mail, overnight delivery, or fax) by the terminated Party. 3. CONSULTING SERVICES. During the term of this Agreement, Consultant will perform the services described below (the Consulting Services) for the Company. (a) Transactional Business (i) Further development of the business plan for the Company's subsidiaries; and 1 ____ ____





(ii) Seek and advise the Company on the acquisition of potential products for the Company's subsidiaries; and (iii) Assist in negotiating acquisition or merger consideration as required by the Company; and (iv) Setting up meetings between the Company and acquisition candidates and arranging other liaisons between them; and (v) Assist the Company with certain day to day tasks of managing the Company's subsidiaries; and (vi) Assist in the sale of any inventory held by any of the Company's subsidiaries; and (vii) Assist in the sale of any future products acquired, licensed or developed by the Company and or its subsidiaries. 4. STANDARD OF PERFORMANCE. Consultant shall devote such time and efforts to the affairs of the Company as is reasonably necessary to render the services contemplated by this Agreement. Consultant is not responsible for the performance of any services that may be rendered hereunder if the Company fails to provide the requested information in writing prior thereto. The services of Consultant shall not include the rendering of any legal opinions or the performance of any work that is in the ordinary purview of a certified public accountant. Consultant cannot guarantee results on behalf of the Company but shall use commercially reasonable efforts in providing the services listed above. Consultant's duty is to identify prospective acquisition/joint venture companies for the Company. Consultant will in no way act as a broker-dealer under state securities laws. Because all final decisions pertaining to any particular investment are to be made by the Company, the Company may be required to communicate directly with potential acquisition/joint venture prospective companies. 5. COMPENSATION TO CONSULTANT. As Consultant's entire compensation for its performance under this agreement, the Company shall pay Consultant $250,000,00 cash compensation. In addition, the Consultant shall earn additional cash compensation for the sale of any inventory/assets that were acquired in the acquisition of TCBM Holdings, LLC on November 30, 2019. Any cash compensation paid to Consultant shall be treated as a reduction in principal to the Convertible Note (Note) issued by the Company to Jetco Holdings, LLC (Jetco) on November 30, 2019. For example: The $250,000 cash compensation paid to Consultant shall reduce the Jetco Note principal amount by $250,000. In the event the Consultant were to sale $100,000 of inventory held by the Company, the payout of $100,000 to Consultant will reduce the principal on the Jetco Note by $100,000. Additional compensation to the Consultant for future products sold by the Company, or revenue earned by the Company for services provided will be negotiated by the Company and Consultant at the time of potential revenue recognition. The Consultant will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to the Consultant's performance of services and receipt of fees under this Agreement. The Company will regularly report amounts paid, if any, to the Consultant by filing Form 1099-MISC and/or other appropriate form with the Internal Revenue Service as required by law. Because the Consultant is an independent contractor, the Company will not withhold or make payments for social security; make consulting contract insurance or disability insurance contributions; or obtain worker's compensation insurance on the Consultant's behalf. The Consultant agrees to accept exclusive liability for complying with all applicable state and federal laws governing self-employed individuals, including obligations such as payment of taxes, social security, disability and other contributions based on fees paid to the Consultant under this Agreement. The Consultant hereby agrees to indemnify and defend the Company against any and all such taxes or contributions, including penalties and interest. 2 ____ ____





6. CONFIDENTIAL INFORMATION. The Consultant and the Company acknowledge that each will have access to proprietary information regarding the business operations of the other and agree to keep all such information secret and confidential and not to use or disclose any such information to any individual or organization without the non-disclosing Parties prior written consent. It is hereby agreed that from time to time Consultant and the Company may designate certain disclosed information as confidential for purposes of this Agreement. 7. INDEMNIFICATION. Each Party (the Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the Indemnified Party) from and against any and all claims, damages, and liabilities, including any and all expense and costs, legal or otherwise, caused by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred by the Indemnified Party in the investigation and defense of any claim, demand, or action arising out of the work performed under this Agreement; including breach of the Indemnifying Party of this Agreement. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party's indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Parties. 8. COVENANTS OF CONSULTANT. Consultant covenants and agrees with the Company that, in performing Consulting Services under this Agreement, Consultant will: (a) Comply with all federal and state laws; (b) Not make any representations other than those authorized by the Company; and (c) Not publish, circulate or otherwise use any materials or documents other than materials provided by or otherwise approved by the Company. 3 ____ ____





9. COVENANTS OF THE COMPANY. The Company covenants, represents and warrants to Consultant as follows: (a) Authorization. The Company and its signatories herein have full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. (b) No Violation. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will violate any provision of the charter or by-laws of the Company or violate any terms of provision of any other material agreement to which the Company is a party or any applicable statute or law. (c) Contracts in Full Force and Effect. All contracts, agreements, plans, policies and licenses to which the Company is a party are valid and in full force and effect. (d) Consents. No consent of any person, other than the signatories hereto, is necessary to the consummation of the transactions contemplated hereby, including, without limitation, consents from parties to loans, contracts, lease or other agreements and consents from governmental agencies, whether federal, state, or local. (e) Consultant Reliance. Consultant has and will rely upon the documents, instruments and written information furnished to Consultant by the Company's officers or designated employees. (f) Company's Material. All representations and statements provided herein about the Company are true and complete and accurate. The Company agrees to indemnify, hold harmless, and defend Consultant, its officers, directors, agents and employees, at the Company's expense for any proceeding or suit which may rise out of any inaccuracy or incompleteness of any such material or written information supplied to Consultant. 10. MISCELLANEOUS PROVISIONS (a) Amendment and Modification. This Agreement may be amended, modified and supplemented only by written agreement of the Company and Consultant. (b) Waiver of Compliance. Any failure of Consultant, on the one hand, or the Company, on the other, to comply with any obligation, agreement, or condition herein may be expressly waived in writing, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. (c) Expenses, Transfer Taxes, Etc. Other than as expressly set forth in this Agreement, the Parties shall bear their own costs and expenses in carrying out the provisions of this Agreement. (d) Compliance with Regulatory Agencies. Each Party agrees that all actions, direct or indirect, taken by it and its respective agents, employees and affiliates in connection with this Agreement and any financing or underwriting hereunder shall conform to all applicable Federal and State securities laws. (e) Notices. Any notices to be given hereunder by any Party to the other may be effected either by personal delivery in writing, by a reputable, national overnight delivery service, by facsimile transmission or by mail, registered or certified, postage prepaid with return receipt requested. Notices shall be addressed to the Contact Person at the addresses appearing on the signature page of this Agreement, but any Party may change his address or Contact Person by written notice in accordance with this subsection. Notices delivered personally shall be deemed delivered as of actual receipt, notices sent by facsimile shall be deemed delivered one (1) day after electronic confirmation of receipt, notices sent by overnight delivery service shall be deemed delivered one (1) day after delivery to the service, mailed notices shall be deemed delivered as of five (5) days after mailing. 4 ____ ____





(f) Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. (g) Delegation. Neither Party shall delegate the performance of its duties under this Agreement without the prior written consent of the other Party. (h) Publicity. Neither Consultant nor the Company shall make or issue or cause to be made or issued, any announcement or written statement concerning this Agreement, or the transactions contemplated hereby for dissemination to the general public without the prior consent of the other Party. This provision shall not apply, however, to any announcement or written statement required to be made by law or the regulations of any Federal or State governmental agency, except that the Party required to disclose shall consult with and make reasonable efforts to accommodate changes to the required disclosure and the timing of such announcement suggested by the other Party. (i) Arbitration and Governing Law. If a dispute arises out of or relates to this contract, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules. This Agreement and the legal relations among the Parties hereto shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law doctrine. The Parties agree that the venue for the resolution of all disputes arising under the terms of this Agreement and the transactions contemplated herein will be the County of Pinellas, State of Florida. (j) Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (k) Headings. The heading of the sections of this Agreement are inserted for convenience only and shall not constitute a part hereto or affect in any way the meaning or interpretation of this Agreement. (l) Entire Agreement. This Agreement including any Exhibits hereto, and the other documents and certificates delivered pursuant to the terms hereto, set forth the entire agreement and understanding of the Parties hereto in respect of the subject matter contained herein, and supersedes all prior agreements, promise, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officers employee or representative of any Party hereto. 5 ____ ____





(m) Third Parties. Except as specifically set forth or referred to herein, nothing herein express or implied is intended or shall be construed to confer upon or give to any person or entity other than the Parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement. (n) Attorneys' Fees and Costs. If any action is necessary to enforce and collect upon the terms of this Agreement, the prevailing Party shall be entitled to reasonable attorneys' fees and costs, in addition to any other relief to which that Party may be entitled. This provision shall be construed as applicable to the entire Agreement. (o) Survivability. If any part of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, that part shall be severable from the remainder of the Agreement. (p) Further Assurances. Each of the Parties agrees that it shall from time-to-time take such actions and execute such additional instruments as may be reasonably necessary or convenient to implement and carry out the intent and purposes of this Agreement. (q) Relationship of the Parties. Nothing contained in this Agreement shall be deemed to constitute either Party becoming the partner of the other, the agent or legal representative of the other, nor create any fiduciary relationship between them, except as otherwise expressly provided herein. It is not the intention of the Parties to create nor shall this Agreement be construed to create any commercial relationship or other partnership. Neither Party shall have any authority to act for or to assume any obligation or responsibility on behalf of the other Party, except as otherwise expressly provided herein. The rights, duties, obligations and liabilities of the Parties shall be separate, not joint or collective. Each Party shall be responsible only for its obligations as herein set out and shall be liable only for its share of the costs and expenses as provided herein. (r) No Authority to Obligate the Company. Without the consent of the Board of Directors of the Company, Consultant shall have no authority to take, nor shall it take, any action committing or obligating the Company in any manner, and it shall not represent itself to others as having such authority. 11. Non-Circumvention. In and for valuable consideration, the Company hereby agrees that Consultant may introduce (whether by written, oral, data, or other form of communication) the Company to one or more opportunities, including, without limitation, existing or potential investors, lenders, borrowers, trusts, natural persons, corporations, limited liability companies, partnerships, unincorporated businesses, sole proprietorships and similar entities (an Opportunity or Opportunities). The Company further acknowledges and agrees that the identity of the subject Opportunities, and all other information concerning an Opportunity (including without limitation, all mailing information, phone and fax numbers, email addresses and other contact information) introduced hereunder are the property of Consultant, and shall be treated as confidential information by the Company, it affiliates, officers, directors, shareholders, employees, agents, representatives, successors and assigns. The Company shall not use such information, except in the context of any arrangement with Consultant in which Consultant is directly and actively involved, and never without Consultant's prior written approval. The Company further agrees that neither it nor its employees, affiliates or assigns, shall enter into, or otherwise arrange (either for it/him/herself, or any other person or entity) any business relationship, contact any person regarding such Opportunity, either directly or indirectly, or any of its affiliates, or accept any compensation or advantage in relation to such Opportunity except as directly though Consultant, without the prior written approval of Consultant. Consultant is relying on the Company's assent to these terms and their intent to be bound by the terms by evidence of their signature. Without the Company's signed assent to these terms, Consultant would not introduce any Opportunity or disclose any confidential information to the Company as herein described. 6 ____ ____





IN WITNESS, WHEREOF, the Parties hereto have caused this Agreement to be duly executed, all as of the day and year first above written. COMPANY: CONSULTANT: GLOBAL TECHNOLOGIES, LTD TIMOTHY CABRERA By: By: Jimmy Wayne Anderson Timothy Cabrera Its: Chairman and CEO Its: Individual capacity Date: January 2, 2020 Dated: January 2, 2020 7 ____ ____
[A]: Highlight the parts (if any) of this contract related to Anti-Assignment that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?


[Q]: Exhibit 28 (h) (1) (a) under Form N‐1A Exhibit 99 under item 601/REG. S‐K

SERVICES AGREEMENT

THIS AGREEMENT, dated and effective as of January 1, 2004 (this Agreement) between FEDERATED INVESTMENT MANAGEMENT COMPANY, a Delaware statutory trust (the Adviser), and FEDERATED ADVISORY SERVICES COMPANY, a Delaware statutory trust (FASC),

WITNESSETH:

WHEREAS, the Adviser serves pursuant to advisory or subadvisory agreements (Advisory Agreements) as investment advisor or subadvisor to investment companies registered under the Investment Company Act of 1940 (the 1940 Act) and/or separate accounts not required to be so registered (collectively, Accounts); and

WHEREAS, the Adviser desires to engage FASC to provide certain services to Adviser in connection with the services to be provided by the Adviser under the Advisory Agreements;

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1. Services. FASC agrees to provide to the Adviser the services indicated in Exhibit A to this Agreement (the Services).

2. Fees. For its Services under this Agreement, Adviser agrees to pay FASC the Services Fees calculated and payable in accordance with Exhibit B to this Agreement.

3. Records. FASC shall create and maintain all necessary books and records in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act and the rules thereunder, as the same may be amended from time to time, pertaining to the Services performed by it and not otherwise created and maintained by another party. Where applicable, such records shall be maintained by FASC for the periods and in the places required by Rule 31a-2 under the 1940 Act. The books and records pertaining to any Account which are in the possession of FAS shall be the property of such Account. The Account, or its owners or authorized representatives, shall have access to such books and records at all times during FASC's normal business hours. Upon reasonable request, copies of any such books and records shall be provided promptly by FASC to the Account or the Account's owners or authorized representatives.

4. Limitation of Liability and Indemnification.

(a) FASC shall not be responsible for any error of judgment or mistake of law or for any loss suffered by the Advisor or any Account in connection with the matters to which this Agreement relates, except a loss resulting from willful malfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

(b) The Adviser shall indemnify FASC and shall hold FASC harmless from and against any liability to any Account or to any other person which may incurred by or asserted against FASC for any action taken or omitted by it in performing the Services in accordance with the above standards, and any expenses (including the reasonable fees and expenses of its counsel) which may be incurred by FASC in investigating or defending itself against the assertion of any such liability. FASC shall give prompt notice to the Adviser of the assertion of any claim or liability which is reasonably likely to result in a claim for indemnification under this Section; provided that the failure to give such notice, or any delay in giving such notice, shall not lessen the obligation of the Adviser to indemnify FASC except to the extent it results in actual prejudice. The Adviser shall have the option, by notice to FASC, to assume the defense of any claim which may be the subject of indemnification hereunder. In the event such notice is given, the Adviser shall assume the defense of the claim, and FASC shall cooperate with the Adviser in such defense, subject to the obligation of the Adviser to reimburse FASC for the expenses resulting therefrom. In the event Adviser gives notice that it will assume the defense of any claim, the Adviser shall not be obligated to indemnify FASC for any further legal or other expenses incurred in investigating or defending such claim, except those incurred at the request of the Adviser or its counsel. FASC shall in no event compromise or settle any claim for which it may seek indemnification hereunder, except with the prior written consent of the Adviser or unless the Adviser fails, within 30 days after notice of the terms of such settlement, to notify FASC that it has assumed the defense of such claim and will indemnify FASC for any liability resulting therefrom.

(c) The Adviser and FASC are each hereby expressly put on notice of the limitation of liability set forth in the Declaration of Trust of the other party. Each party agrees that the obligations of the other party pursuant to this Agreement shall be limited solely to such party and its assets, and neither party shall seek satisfaction of any such obligation from the shareholders, trustees, officers, employees or agents of the other party, or any of them.

5. Duration and Termination.

(a) Subject to the remaining provisions of this Section, the term of this Agreement shall begin on the effective date first above written and shall continue until terminated by mutual agreement of the parties hereto or by either party on not less than 60 days' written notice to the other party hereto.





(b) Notwithstanding the foregoing, to the extent that the Services to be provided with respect to any Account which is registered as an investment company under the 1940 Act (herein referred to as a registered investment company) are services referred to in the definition of investment advisor under Section 202(a)(11) of the Investment Company Act of 1940 (herein referred to as investment advisory services), then with respect to such Account, this Agreement:

(i) shall not commence until the effective date of its approval by the board of directors or trustees (Board) of such Account;

(ii) shall continue from year to year thereafter, subject to the provisions for termination and all other terms and conditions hereof, only if such continuation shall be specifically approved at least annually by a majority of the Board, including a majority of the members of the Board who are not parties to this Agreement or interested persons of any such party (other than as members of the Board) cast in person at a meeting called for that purpose;

(iii) may be terminated at any time without the payment of any penalty by the Board or by a vote of a majority of the outstanding voting securities (as defined in Section 2(a)(42) of the 1940 Act) of the Account on 60 days' written notice to the Adviser;

(iv) shall automatically terminate in the event of (A) its assignment (as defined in the 1940 Act) or (B) termination of the Advisory Agreement for any reason whatsoever.

6. Amendment. This Agreement may be amended at any time by mutual written agreement of the parties hereto; provided, however, that no Amendment to this Agreement shall be effective with respect to any investment advisory services to be provided to any Account which is registered investment company unless, to the extent required by Section 15(a)(2) of the 1940 Act, such amendment has been approved both by the vote of a majority of the Board of the Account, including a majority of the members of the Board who are not parties to this Agreement or interested persons of any such party (other than as members of the Board), cast in person at a meeting called for that purpose and, where required by Section 15(a)(2) of the 1940 Act, on behalf of the Account by a majority of the outstanding voting securities of such Account as defined in Section 2(a)(42) of the 1940 Act.

7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

8. Section Headings; Counterparts. The underlined Section headings in this Agreement are for convenience of reference only and shall not affect its construction or interpretation. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto, through their duly authorized officers, have executed this Agreement as of the effective date first above written.

FEDERATED INVESTMENT MANAGEMENT COMPANY

By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President

FEDERATED ADVISORY SERVICES COMPANY

By: /s/ Keith M. Schappert Name: Keith M. Schappert Title: President





EXHIBIT A

DESCRIPTION OF SERVICES

The following are the categories of Services to be provided by FASC to the Adviser pursuant to the Agreement:

Performance attribution. Performance attribution enables portfolio managers and senior management to identify the specific drivers behind each portfolio's performance. Performance attribution analysts are responsible for data integrity, creation of attribution reports and maintenance of attribution models.

Administration and Risk Management. Employees of Federated Advisory Services Company provide support to portfolio managers and other employees of affiliated advisers. Such services may include development of risk management programs, production of portfolio and compliance reports for clients and/or fund Boards, completion of required broker and custody documentation, development and documentation of operational procedures, coordination of proxy voting activities, on-site support of hardware and software, etc.

Categories 1 and 2 above shall not be treated as investment advisory services for purposes of Section 5(b) of the Agreement.





EXHIBIT B

CALCULATION AND PAYMENT OF SERVICES FEES

For each Category of Services referenced in Exhibit A, Adviser shall pay FASC a Services Fee, payable monthly in arrears, determined according to the following formula:

Services Fee = Cost of Services x Adviser's Assets under Management Total Assets Under Management x (1 + Applicable Margin)

Where:

Cost of Services is FASC's total Operating Costs incurred in providing the applicable Category of Services during the month to all investment advisers for which FASC provides that Category of Services.

Adviser's Assets under Management is the total average assets under management for the month for all Accounts or portions thereof for which the Adviser acts as investment adviser or subadvisor and which utilize the Category of Services.

Total Assets under Management is the total average assets under management for the month for all Accounts or portions thereof for which all investment advisers (including the Adviser) to which FASC provides that Category of Services act as investment adviser or subadviser and which utilize the Category of Services.

Applicable Margin is 0.10.

Operating Costs means all operating expenses and non-operating expenses of FASC for the cost center(s) providing the applicable Category of Services.
[A]: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.


[Q]: Exhibit 10.1   PROMOTION AGREEMENT   This Promotion Agreement (Agreement) is entered into effective September 10, 2015 between BookingEntertainment.com (Promoter) of 275 Madison Avenue, 6t h Floor, New York, NY 10016 and VNUE, Inc., (VNUE), a Nevada corporation quoted on the OTCMarkets, with offices at 104 West 29th Street 11th Floor, New York, NY 10001.   WHEREAS, Promoter has substantial business experience in the music industry, and since 1996 has built thousands of relationships with artists, entertainment venues and other industry professionals, while delivering turn-key fully produced live concerts worldwide for almost 20 years; and   WHEREAS, VNUE believes Promoter can provide valuable Promotion services related to rapidly securing contracts with multiple venues with which Promoter has existing relationships.   NOW, THEREFORE, in consideration of the representations, covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, VNUE and the Promoter agree as follows:   Independent Contractor. Nothing contained herein or any document executed in connection herewith, shall be construed to create an employer-employee, partnership or joint venture relationship between VNUE and Promoter. Promoter is an independent contractor and not an officer, director, affiliate, insider, employee or agent of VNUE or any of its subsidiaries or affiliates. Promoter has no authority to, and will not, enter into contracts, make representations, warranties or commitments purporting to be binding on VNUE or otherwise act on VNUE's behalf and shall not take any action that might lead third parties to believe Promoter has the right to do so. The consideration set forth in Section 3 shall be the sole consideration due Promoter for the services rendered hereunder. It is understood that VNUE will not withhold any amounts for payment of taxes from the compensation of Promoter hereunder.   Section 1. Promotion Services. Promoter to provide the following services to VNUE in accordance with the terms and conditions set forth in this agreement:   A. VNUE hereby engages the Promoter as an Independent Contractor to secure contracts for VNUE with Thirty (30) music venues.   B. The Promoter will provide certain skills, expertise, experience and abilities developed as global leader in the music and entertainment business over two decades.   C. The Promoter will consult and work with the Directors and Officers of VNUE concerning matters relating to business development and other matters deemed necessary to perform the Promotion Services.   Section 2. Promoter's Fee. For providing services as set forth herein, VNUE will compensate Promoter i) Two Thousand Five Hundred Dollars ($2,500.00) for each One (1) Year contract Promoter secures per venue and Five Thousand Dollars ($5,000,00) for each Two (2) Year contract Promoter secures per venue, with payment due to Promoter within Thirty (30) Days from the date on which each such contract is countersigned; and ii) through the issuance of VNUE common stock as set forth below, and for the purposes of Rule 144 such shares of stock shall be deemed to have fully earned by Promoter upon the date of each issuance of such stock certificates by VStock Transfer:   Three Million (3,000,000) shares of VNUE common stock shall be awarded to Promoter for performing Promotion Services as follows:



Source: VNUE, INC., 8-K, 9/14/2015







  For every Five (5) music venues that sign a contract with VNUE, Six Hundred Thousand (600,000) shares of VNUE common stock shall be awarded to Promoter;   and   If Ten (10) music venues sign a contract with VNUE before January 16, 2016, Promoter will receive an additional bonus of Three Hundred Thousand (300,000) shares of VNUE common stock.   Section 3. Expenses. VNUE shall reimburse Promoter for expenses incurred by Promoter while performing the duties herein. Promoter shall deliver to VNUE an itemized accounting of expenses incurred on a weekly basis, and VNUE shall reimburse Promoter within Thirty (30) Days of receipt of such accounting.   Section 4. Ability to Perform Services/Third-Party Trade Secrets. Promoter affirms that Promoter is not restricted from providing services in this Agreement due to any agreement with any other person or entity. Promoter will not disclose to VNUE or use in its work any trade secrets, inventions or confidential information of any other person or entity which Promoter is not lawfully entitled to disclose or use.   Section 5. Place of Work. Promoter may perform the Promotion Services at such locations as Promoter may choose.   Section 6. Term. This Agreement shall commence on September 10, 2015 and shall continue for One (1) Year (the Term). At any time prior to the end of the Term, the Parties may agree in writing to extend the Agreement for successive One (1) Year periods (the Renewal Terms) under the same conditions set forth herein.   Section 7. Liability. The work to be performed under this Agreement will be performed entirely at Promoter's risk, and Promoter assumes all responsibility for the condition of equipment and facilities used in the performance of this agreement. Promoter agrees to indemnify VNUE for any and all liability or loss arising in any way out of the actions of Promoter taken in the performance of this Agreement. VNUE agrees to indemnify and hold Promoter harmless for any and all liability or loss arising in any way out of the actions, during the term of this Agreement, of VNUE officers, directors, employees, agents or third parties not under the control of Promoter.   Section 8. Competent Work. All work will be done in a competent fashion in accordance with applicable standards of the profession. Promoter represents, warrants, and covenants the following:   A. Promoter will disclose to VNUE any and all material facts and circumstances, which may affect its ability to perform its undertaking herein.   B. Promoter is an independent contractor acting in the limited capacity as an independent contractor for VNUE.   C. Promoter will not disseminate or share with third parties any material information about VNUE not already contained in a Company report filed with the Securities and Exchange Commission, as Promoter acknowledges that such third parties might try to act on such material non-public information by engaging in insider trading to the detriment of VNUE.



Source: VNUE, INC., 8-K, 9/14/2015







  Section 9. Legal Right. Promoter covenants and warrants that Promoter has the unlimited legal right to enter into this Agreement and to perform in accordance with its terms without violating the rights of others or any applicable law and that he has not and shall not become a party to any other agreement of any kind which conflicts with this Agreement. Promoter shall indemnify and hold VNUE harmless from any and all damages, claims and expenses (including, but not limited to attorneys' fees and costs) arising out of or resulting from any claim that this Agreement violates any such other agreements. Breach of this Section shall operate to terminate this Agreement automatically without notice otherwise required by this Agreement.   Section 10. Notice. Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered, or sent by certified or registered mail, properly addressed to VNUE or Promoter at the addresses set forth above.   Section 11. Enforceability. It is agreed between the parties that there are no other agreements or understandings between them relating to the subject matter of this agreement. This agreement supersedes all prior agreements, oral or written, between the parties and is intended as a complete and exclusive statement of the agreement between the parties. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated in any way.   Section 12. Non-exclusion. It is understood that VNUE does not agree to use BookingEntertainment.com exclusively as its Promoter, and that Promoter shall not be held liable for the actions of third parties which may also be providing the same or similar services during the term of this Agreement. Likewise, Promoter is free to contract for services to be performed for other public and private companies while under contract with VNUE, subject to the terms of this Agreement.   Section 13. Miscellaneous. This Agreement shall inure to the benefit of the parties hereto and their respective successors, heirs and assigns. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without giving effect to choice of law doctrine. The party in violation of any of the provision agrees to pay to the injured party all court fees, attorney fees, charges and expenses as are deemed fair by the court. Each party hereto consents to personal jurisdiction in Nevada and voluntarily submits to its jurisdiction in any action or proceeding with respect to this Agreement. Venue for any action arising hereunder shall lie in the state and federal courts located Nevada.   Section 14. Review by Counsel. Promoter acknowledges that Promoter has had the opportunity to have this Agreement reviewed by legal counsel of Promoter's choice.   Section 15.  Execution. This Agreement may be executed via facsimile and in counterparts, which together shall constitute the single Agreement.   Section 16. SEC Reporting and Press Release. Promoter acknowledges that VNUE is an SEC reporting public company and that a Form 8-K will be filed announcing the Promotion Agreement, which shall include a copy of this Agreement, and that a Press Release summarizing the Agreement and Promoter's background may be issued as well. Promoter agrees to make no additional public statements or press releases related to VNUE or to this Agreement without VNUE's prior written consent.   WHEREFORE, the parties have executed this Promotion Agreement as of the date written above.   VNUE, INC. BOOKINGENTERTAINMENT.COM       By: /s/   By: /s/   Matthew Carona, CEO     Steve Einzig, President



Source: VNUE, INC., 8-K, 9/14/2015
[A]:
Highlight the parts (if any) of this contract related to Revenue/Profit Sharing that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or services?