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Consulting Agreement

Consulting Services Agreement

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 This Consulting Services Agreement involves

SURNA INC. | DSS Consulting Corporation | Surna, Inc

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Title: CONSULTING AGREEMENT
Governing Law: California     Date: 8/15/2016
Industry: Business Services     Sector: Services

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CONSULTING AGREEMENT

 

CONSULTING AGREEMENT, dated as of August 12, 2016 between DSS Consulting Corporation (the “Consultant”) and Surna, Inc. (the “Company”).

 

WHEREAS , the Company desires to retain the consulting services of the Consultant and the Company wishes to acquire and be assured of Consultant’s consulting services on the terms and conditions hereinafter set forth; and

 

WHEREAS , the Consultant desires to consult with the Company on the terms and conditions hereinafter set forth.

 

NOW, THEREFORE , in consideration of the mutual terms, covenants, agreements and conditions hereinafter set forth, the Company and the Consultant hereby agree as follows:

 

1.

Consulting Relationship.

  

(a)           The Company hereby retains the Consultant to supply Dean Skupen as the Company’s Director of External Reporting which includes fulfilling responsibilities as the Company’s principal financial and accounting officer as well as to consult with the Company from time to time and to perform the consulting services provided in Section 3 hereof, and the Consultant hereby agrees to perform such consulting services, for the period set forth in Section 2 hereof. During the Consulting Term (as hereinafter defined), neither Skupen nor Consultant shall be deemed to be an employee of the Company but shall be an independent contractor and all of the terms and conditions of this Agreement shall be interpreted in light of that relationship. This Agreement does not create any employer- employee, agency, or partnership relationship. As an independent contractor, Consultant’s expenses shall be limited to those expressly stated in this Agreement.

 

(b)           To the best of the Consultant’s knowledge: (i) the Consultant is under no obligation to any former employer or other party that is in any way inconsistent with, or that imposes any restriction upon, the Consultant’s acceptance of its engagement hereunder by the Company, the engagement of the Consultant by the Company, or the Consultant’s undertakings under this Agreement and (ii) its performance of all the terms of this Agreement and its engagement by the Company as a consultant does not and will not breach any agreement to keep in confidence proprietary information acquired by the Consultant, or any affiliate thereof, in confidence or in trust prior to its engagement by the Company.

 

2.

Term .

 

(a)           This Agreement commences as of the date set forth above and shall continue until either party hereto gives written notice of termination (the “Termination Notice”) to the other party hereto. Notwithstanding the foregoing, the Consulting Term shall terminate upon the death of the Consultant without any Termination Notice required by or from either party.

 

(b)           Notwithstanding Section 2(a) hereof, the Company may terminate this Agreement at any time for “Cause”. For purposes of this Agreement, “Cause,” shall mean:

 

(i)    any fraud, misappropriation or embezzlement by the Consultant in connection with the Company’s business;

 

(ii)   any conviction of or guilty plea to a felony or a gross misdemeanor by the Consultant that has or can be expected to have a detrimental effect on the Company or on the Consultant’s ability to perform the Consultant’s duties;

 

 

 

 

(iii)  any communication or disclosure by the Consultant that may result in potential harm or damage to the reputation or business prospects of the Company, as determined in the sole discretion of the Company; or

 

(iv) a breach by the Consultant of the provisions of Section 6 or 7 hereof.

 

(c)           Notwithstanding Section 2(a) hereof, the Consultant may terminate this Agreement at any time for “Cause”.                For purposes of this Agreement, “Cause,” shall mean:

 

(i)    any fraud, misappropriation or embezzlement by any officer of the Company in connection with the Company’s business;

 

(ii)   any conviction of or guilty plea to a felony or a gross misdemeanor by the any officer of the Company that has or can be expected to have an effect to the Consultants reputation due to his association with the Company;

 

(iii)  any communication or disclosure by the Company that may result in potential harm or damage to the reputation or business prospects of the Consultant, as determined in the sole discretion of the Consultant; or

 

(iv) a breach by the Consultant of the provisions of Section 4 hereof.

 

3.

Duties .

 

(a)           The Consultant and/or its affiliates shall consult with management of the Company regarding the accounting aspect of the Company. Specifically, Consultant shall provide advisory services related to United States Generally Accepted Accounting Principles in connection with the preparation of the Company’s financial statements and its annual and quarterly filings with the Securities and Exchange Commission.

 

(b)           During the Consulting Term, the Consultant and/or its affiliates shall not be required to provide any specified number of hours of service to the Company. The Consultant and its affiliates may, during the term of this Agreement, engage in such other employment and activities as they may see fit, it being agreed that the engagement of the Consultant is non-exclusive and that nothing herein contained shall be deemed to prohibit or bar the Consultant or any of its affiliates from engaging in such other activities as they may see fit so long as such activities do not interfere with the performance of the Consultant’s duties pursuant to the terms of this Agreement and do not violate the terms of paragraphs 6 or 7 herein.

 

4.

Fees and Expenses .

 

(a)           Fee .

 

 

(i)

Flat Fee (monthly). During the Consulting Term, the charge will be a flat-fee retainer of $4,000 per month (the “Flat Fee”). The retainer is due and payable at the beginning of each month. The initial payment by the Company of $4645 shall include compensation for all services heretofore rendered and all Flat Fee services remaining in the month of August.

 

 

 

 

(ii)

Additional Fee. If the Consultant is required to provide significant time to transactions that are outside the normal operations (e.g. acquisition of a company or operational assets, debt & equity transaction, or cashflow projections) of the Company, the fee for such service shall be billed at a rate of $150.00 per hour (discounted from Consultant’s standard $250.00 rate). Consultant shall obtain written approval from Company prior to beginning work on any matters that are not covered by the Flat Fee.

 

 

 

(b)           Expenses . The Consultant shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business expenses incurred by the Consultant and/or its affiliates in the performance of the Consultant’s duties hereunder in accordance with the Company’s policies applicable (on and after the date hereof) thereto. All amounts accrued and unpaid pursuant to section 4(b), shall be due and payable upon the termination of this Agreement pursuant to Section 2(a).

 

(c)           Withholding, Etc . In conformity with the Consultant’s independent contractor status and without limiting any of the foregoing, the Company shall make no deduction or withholding for taxes or contributions of any kind. The Consultant agrees to accept exclusive liability for the payment of all self employment taxes or contributions for unemployment insurance or pensions or annuities or social security payments which are measured by the remuneration paid to the Consultant or the Consultant’s agents, if any, as independent contractors and to reimburse and indemnify the Company for any such taxes or contributions or penalties which the Company may be compelled to pay as a result of the Consultant’s non payment of the same as a self employed individual. The Consultant also agrees to take all action and comply with all applicable administrative regulations necessary for the payment by the Consultant of such.

 

5.             Inventions and Confidential Information . The Consultant hereby covenants, agrees and acknowledges as follows:

 

(a)           The Company is engaged in a continuous program of research, design, development, production, marketing, and servicing with respect to its businesses.

 

(b)           The Consultant’s engagement hereunder creates a relationship of confidence and trust between the Consultant and the Company with respect to certain information pertaining to the business of the Company and its Affiliates (as hereinafter defined) or pertaining to the business of any client or customer of the Company or its Affiliates which may be made known to the Consultant by the Company or any of its Affiliates or by any client or customer of the Company or any of its Affiliates or learned by the Consultant during the period of Consultant’s engagement by the Company.

 

(c)           The Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become known to it (including, without limitation, information created, discovered or developed by, or made known to, the Consultant during the period of Consultant’s engagement or arising out of Consultant’s engagement) or in which property rights have been or may be assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged and is treated by the Company as confidential.

 

(d)           Consultant (including for purposes of this subsection (d), all of Consultant’s affiliates, officers, directors, employees, and legal representatives) acknowledges that the confidential information to which it will have access may include material, non-public information (“Insider Information”) regarding Company and/or its affiliates. The United States securities laws prohibit any persons who have material, non-public information concerning Company and/or its affiliates from purchasing or selling securities of Company or from communicating such information to any person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities in reliance upon such information. Accordingly, Consultant agrees to maintain and preserve all confidential information and material non-public information regarding Company, to abide by all laws, rules, and regulations relating to the handling of and acting upon Insider Information (including, without limitation, trading in Company’s securities—either directly or indirectly—while in possession of Insider Information or disclosing or otherwise utilizing Insider Information in connection with the purchase or sale of securities), and to use such confidential information and material non-public information only for the purposes set forth in this Agreement or to otherwise achieve the aims of this Agreement, in Consultant’s reasonable estimation

 

 

 

(e)           Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and services methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable under copyright or similar statutes, made, developed or created by


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