EXHIBIT 10.3

ENGAGEMENT AGREEMENT

This ENGAGEMENT AGREEMENT (the “Agreement”), made effective as of November 1, 2021 (the “Effective Date”), between The Healing Company, Inc. with an address of 711 South Carson Street, Suite #4 Carson City ,Nevada, 89701 (the “Company”) and Administrative Services LLC (“Administrative”) with an address of 15954 Jackson Creek Parkway, Monument, CO 80132 and Lee Larson Elmore (“Elmore”) with an address of 15954 Jackson Creek Parkway, Monument, Co 80132 collectively (the “Parties”)

WHEREAS, Elmore and Company entered into an engagement agreement dated May 1, 2021, whereby Elmore would provide certain services to the Company (the “May Contract”);

AND WHEREAS, as the May Contract was completed on October 31, 2021 and the scope of the business has changed, the Parties wish to enter into this Agreement whereby Administrative shall provide the services of Elmore from the Effective Date;

AND WHEREAS, Company and Administrative wish to set forth in this Agreement the terms and provisions of the services to be provided by Elmore on behalf of Administrative as well as his overall duties, functions and obligations;

AND WHEREAS, Company and Administrative intend that this Agreement will supersede and replace any and all other agreements, letters of intent, verbal/electronic communication, or any other arrangement for services entered into (or previously contemplated) by and between Company and Administrative or Elmore, and that any such agreements, letters of intent or other arrangements shall have no further force or effect;

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises contained in this Agreement, Company and Administrative (who are sometimes individually referred to as a “party” and collectively referred to as the “parties”) agree as follows on this Agreement. .

AGREEMENT

1. SPECIFIED PERIOD AND OFFICE LOCATION/HEADQUARTERS.

The Company hereby engages Administrative pursuant to the terms of this Agreement and Administrative hereby accepts this engagement with Company pursuant to the terms of this Agreement. The term of the Agreement shall be for a period of six (6) months from the Effective Date (the “Term”); The Parties may also extend this Agreement further based upon mutual written consent...

2. GENERAL DUTIES.

Elmore shall report directly as an officer of Company. shall devote such time to Company’s business during the term of this Agreement as the Company may require. Elmore agrees to cooperate with and work to the best of his ability with Company’s strategic partners and affiliates (domestic and foreign), and shall serve as CEO, President, Secretary, Treasurer and a member of the Board of Directors, until replaced, or in such other officer capacity as may be determined during the Term of this Agreement to ensure that the Company’s mission statement is effectively carried-out, executed and accomplished. Elmore

3. COMPENSATION.

Commencing from the Effective Date and during the Term of this Agreement, Company shall pay Administrative the sum of $5000 per month, plus expenses as detailed herein. Payment of this fee by Company to Administrative shall be made on the first of each month via wire transfer or ACH pursuant to electronic instructions between the Parties on the first of each month or in any event no longer than 15 days per monthly invoice presented to Company.

4. REIMBURSEMENT/ADVANCES OF BUSINESS EXPENSES.

Company shall provide a cash advance (or similarly reimburse) Administrative to cover all reasonable business expenses as necessary or as incurred by Administrative in connection with the business of Company on as needed bases . Company will also provide if needed (at its expense) all air fare and hotel/apartment accommodations for Elmore including, without limitations, lodging, meals, and other necessary living items when he is on business trips. All air travel arrangements of Elmore for overseas destinations will be on business class and all accommodations will be fully paid by Company.

5. INDEMNIFICATION OF LOSSES.

Company shall indemnify and hold Elmore harmless to the full extent of the law from any and all claims, losses and expenses sustained by Elmore as a result of any action taken by him to discharge his duties under this Agreement, and Company shall defend Elmore, at Company’s expense, in connection with any and all claims by stockholders or third parties which are based upon actions taken by Elmore to discharge his duties under this Agreement.

6. TERMINATION FOR CAUSE.

Company reserves the right to declare Administrative and Elmore in default of this Agreement if Elmore fails to adequately perform, willfully breaches or habitually neglects the duties which he is required to perform under the terms of this Agreement, or if Elmore commits such acts of dishonesty, fraud, misrepresentation, gross negligence or willful misconduct as would prevent the effective performance of his duties or which results in material harm to the Company or its business. Company may terminate this Agreement for cause by giving written notice of termination to Elmore. Upon such termination the obligations of Administrative, Elmore and Company under this Agreement shall immediately cease. Such termination shall be without prejudice to any other remedy to which Company may be entitled either at law, in equity, or under this Agreement. If Elmore’s engagement is terminated pursuant to this paragraph, the Company shall pay to Administrative, immediately upon such termination, any accrued but unpaid amounts earned pursuant to Sections 3 and 5.

7. TERMINATION WITHOUT CAUSE.

(a) Death. This Agreement shall terminate upon the death of Elmore. Upon such termination, the obligations of Administrative, Elmore and the Company under this Agreement shall immediately cease. In the event of a termination pursuant to this Section, Administrative shall be entitled o receive any amounts accrued but unpaid pursuant to Sections 4 and 5. Successors, heirs and/or executor(s) of Elmore shall be entitled to exercise the provisions incorporated in Sections 4 (c) and (d) following the death of Elmore. All other rights Elmore has under any benefit, ownership interest, profit-sharing arrangements, and/or stock option plans and programs shall be determined in accordance with the terms and conditions of such plans and programs as defined by applicable corporate policies.

(b) Disability. Company reserves the right to terminate the Agreement upon 60 days written notice if, for a period of 60 days, Elmore is prevented from discharging his duties under this Agreement due to any physical or mental disability. Upon such termination the obligations of Elmore, Administrative and Company under this Agreement shall immediately cease. In the event of a termination pursuant to this section, Administrative shall be entitled to receive any accrued and unpaid amounts earned pursuant to Sections 4(a), (b), (c)

(c) Election By Administrative and Elmore. Administrative and Elmore may elect to terminate this Agreement at any time upon not less than 60 days written notice by Administrative to the Board. In the event of a termination pursuant to this Section, Administrative shall be entitled to receive any accrued and unpaid amounts earned pursuant to sections 4(a) and (b). All other rights under any benefit, ownership interest or stock option plans and programs shall be determined in accordance with the terms and conditions of such plans and programs as defined by applicable corporate policies.

(d) Election By Company and Termination Fee. Company may terminate this Agreement upon not less than 60 days written notice by Company to Administrative. In the event of a termination during the term of this Agreement, Administrative shall be entitled to receive any accrued and unpaid amounts pursuant to Sections 3 and 5

(e) Termination by Administrative for Good Reason. Administrative may terminate this Agreement immediately based on the reasonable determination that one of the following events has occurred:

(i) Company intentionally and continually breaches or wrongfully fails to fulfill or perform (a) its obligations, promises or covenants under this Agreement; or (b) any warranties, obligations, promises or covenants in any agreement (other than this Agreement) entered into between the Company and Administrative, without cure, if any, as provided in such agreement;

(ii) Company terminates this Agreement and Elmore’s engagement hereunder, and such termination does not constitute termination for cause;

(iii) Without the consent of Administrative, the Company: (a) substantially alters or materially diminishes the position, nature, status, prestige or responsibilities of Elmore from those in effect by mutual agreement of the parties from time-to-time; (b) assigns additional duties or responsibilities to Elmore which are wholly and clearly inconsistent with the position, nature, status, prestige or responsibilities of Elmore then in effect; or (c) removes or fails to reappoint or re-elect Elmore to Elmore’s offices under this Agreement (as they may be changed or augmented from time-to-time with the consent of Elmore), or as a director of the Company, except in connection with Elmore’s disability or consent;

(iv) Without the ratification of Administrative, Elmore is removed from Company without his consent; or Company fails to nominate or reappoint Elmore to (unless Elmore is deceased or disabled, or such removal or failure is attributable to an event which would constitute termination for cause)

(v) Company intentionally requires Elmore to commit or participate in any felony or other serious crime; and/or

(vi) The Company engages in other conduct constituting legal cause for termination.

If Administrative terminates this Agreement for good reason, the obligations of Administrative and the Company under this Agreement shall immediately cease. In the event of a termination pursuant to this section, Administrative shall be entitled to receive any accrued and unpaid amounts earned pursuant to Sections 3, 4, 5, and 9. All other rights Elmore has under any benefit or stock option plans and programs shall be determined in accordance with the terms and conditions of such plans and programs.

9. NO CONFLICTING DUTIES.

Elmore shall devote his/her productive time, ability, and attention to the business of Company during the term of this Agreement in a manner that will serve the best interests of Company. During the term of this Agreement, Elmore will not be restricted from performing services, or entering into any contract to do so, for any other corporation. This Agreement shall not be interpreted to prohibit Elmore from making passive personal investments in other firms, projects, etc.

10. MISCELLANEOUS.

(a) Preparation of Agreement. It is acknowledged by each party that such party either had separate and independent advice of counsel or the opportunity to avail itself or himself of same. In light of these facts, it is acknowledged that no party shall be construed to be solely responsible for the drafting hereof, and therefore any ambiguity shall not be construed against any party as the alleged draftsman of this Agreement.

(b) Cooperation. Each party agrees, without further consideration, to cooperate and diligently and faithfully perform any acts, deeds and things and to execute and deliver any documents that may from time to time be reasonably necessary or otherwise reasonably required to consummate, evidence, confirm and/or carry out the intent and provisions of this Agreement, all without undue delay or expense.

(c) Interpretation.

(i) Entire Agreement/No Collateral Representations. Each party expressly acknowledges and agrees that this Agreement: (1) is the final, complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof; (2) supersedes any prior or contemporaneous agreements, letters of intent, promises, assurances, guarantees, representations, understandings, conduct, proposals, conditions, commitments, acts, course of dealing, warranties, interpretations or terms of any kind, oral or written (collectively and severally, the “Prior Agreements”), and that any such Prior Agreements are of no force or effect except as expressly set forth herein; and (3) may not be varied, supplemented or contradicted by evidence of Prior Agreements, or by evidence of subsequent oral agreements. Any agreement hereafter made shall be ineffective to modify, supplement or discharge the terms of this Agreement, in whole or in part, unless such agreement is in writing and signed by the party against whom enforcement of the modification or supplement is sought.

(ii) Waiver. No breach of any agreement or provision herein contained, or of any obligation under this Agreement, may be waived, nor shall any extension of time for performance of any obligations or acts be deemed an extension of time for performance of any other obligations or acts contained herein, except by written instrument signed by the party to be charged or as otherwise expressly authorized herein. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or a waiver or relinquishment of any other agreement or provision or right or power here in contained.

(iii) Remedies Cumulative. The remedies of each party under this Agreement are cumulative and shall not exclude any other remedies to which such party may be lawfully entitled.

(iv) Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be determined to be invalid, illegal or unenforceable under present or future laws effective during the term of this Agreement, then and, in that event: (A) the performance of the offending term or provision (but only to the extent its application is invalid, illegal or unenforceable) shall be excused as if it had never been incorporated into this Agreement, and, in lieu of such excused provision, there shall be added a provision as similar in terms and amount to such excused provision as may be possible and be legal, valid and enforceable, and (B) the remaining part of this Agreement (including the application of the offending term or provision to persons or circumstances other than those as to which it is held invalid, illegal or unenforceable) shall not be affected thereby and shall continue in full force and effect to the fullest extent provided by law.

(v) No Third Party Beneficiary. Notwithstanding anything else herein to the contrary, the parties specifically disavow any desire or intention to create any third party beneficiary obligations, and specifically declare that no person or entity, other than as set forth in this Agreement, shall have any rights hereunder or any right of enforcement thereof.

(vi) Headings; References; Incorporation; Gender. The headings used in this Agreement are for convenience and reference purposes only, and shall not be used in construing or interpreting the scope or intent of this Agreement or any provision hereof. References to this Agreement shall include all amendments or renewals thereof. Any exhibit referenced in this Agreement shall be construed to be incorporated in this Agreement. As used in this Agreement, each gender shall be deemed to include the other gender, including neutral genders or genders appropriate for entities, if applicable, and the singular shall be deemed to include the plural, and vice versa, as the context requires.

(d) Enforcement.

(i) Applicable Law. This Agreement and the rights and remedies of each party arising out of or relating to this Agreement (including, without limitation, equitable remedies) shall be solely governed by, interpreted under, and construed and enforced in accordance with the laws (without regard to the conflicts of law principles thereof) of the State of Nevada,

(ii) Consent to Jurisdiction; Service of Process. Any action or proceeding arising out of or relating to this Agreement shall be filed in and heard and litigated solely before the state courts of Las Vegas and located within the Clark County.

(iii) Consent to Specific Performance and Injunctive Relief and Waiver of Bond or Security. Each party acknowledges that Company may, as a result of Elmore’s breach of the covenants and obligations included herein, will sustain immediate and long-term substantial and irreparable injury and damage that cannot be reasonably or adequately compensated by damages at law. Each party agrees that in the event of Elmore’s breach or threatened breach of the covenants and obligations, Company shall be entitled to obtain equitable relief from a court of competent jurisdiction or arbitration without proof of any actual damages that have been or may be caused to Company by such breach or threatened breach and without the posting of bond or other security in connection therewith.

(e) No Assignment of Rights or Delegation of Duties by Elmore. Elmore’s and Administrative’s rights and benefits under this Agreement are personal to them and therefore (i) no such right or benefit shall be subject to voluntary or involuntary alienation, assignment or transfer; and (ii) Elmore may not delegate his duties or obligations hereunder.

(f) Notices. Unless otherwise specifically provided in this Agreement, all notices, demands, requests, consents, approvals or other communications (collectively and severally called “Notices”) required or permitted to be given hereunder, or which are given with respect to this Agreement, shall be in writing, and shall be given by: (A) personal delivery (which form of Notice shall be deemed to have been given upon delivery), (B) by telegraph or by private airborne/overnight delivery service (which forms of Notice shall be deemed to have been given upon confirmed delivery by the delivery agency), (C) by electronic or facsimile or telephonic transmission, provided the receiving party has a compatible device or confirms receipt thereof (which forms of Notice shall be deemed delivered upon confirmed transmission or confirmation of receipt), or (D) by mailing in the United States mail (or international mail) by registered or certified mail, return receipt requested, postage prepaid (which forms of Notice shall be deemed to have been given upon the 5th business day following the date mailed). Each party, and their respective counsel, hereby agrees that if Notice is to be given hereunder by such party’s counsel, such counsel may communicate directly with all principals, as required in order to comply with the foregoing notice provisions. Notices shall be addressed to the address hereinabove set forth in the introductory paragraph of this Agreement, or to such other address as the receiving party shall have specified most recently by like Notice, with a copy to the other parties hereto. Any Notice given to the estate of a party shall be sufficient if addressed to the party as provided in this subparagraph.

(g) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument, binding on all parties hereto. Any signature page of this Agreement may be detached from any counterpart of this Agreement and reattached to any other counterpart of this Agreement identical in form hereto by having attached to it one or more additional signature pages.

(h) Execution by All Parties Required to be Binding; Electronically Transmitted Documents. This Agreement shall not be construed to be an offer and shall have no force and effect until this Agreement is fully executed by all parties hereto. If a copy or counterpart of this Agreement is originally executed and such copy or counterpart is thereafter transmitted electronically by facsimile or similar device, such facsimile document shall for all purposes be treated as if manually signed by the party whose facsimile signature appears.

(SIGNTURE PAGE TO FOLLOW)

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date so noted above and that the parties also acknowledge that by signing this contractual document they have read each Article, Section and Paragraph of the Agreement and hereby fully agree with the same.

EXHIBIT 10.4

Kelly Zuar

57 Gordonhurst Ave

Montclair, NJ 07043

November 15^th 2021

Dear Ms. Zuar,

We are very pleased to offer you the position of Executive Business Partner (“EBP”), reporting to the CEO, with The Healing Company, Inc., a Nevada corporation (the “Company”). This offer of at-will employment is conditioned on your satisfactory completion of certain requirements, as explained in this letter. Your employment is subject to the terms and conditions set forth in this letter, which override anything communicated to you, orally or in writing, during your interview or as part of any other communication, about your employment with The Healing Company, Inc. Your employment will be subject to your satisfactory completion of a 90-day probationary period. However, completion of the probationary period will not alter your at-will employment status in any way (see below for more information regarding at-will employment).

As an EBP, you will be full-time, effective November 27^th 2021 your start date (“Employment Start Date”). As an EBP, you will be classified as exempt under the federal Fair Labor Standards Act and New York state law, which means you are not entitled to overtime pay for working more than 40 hours in a workweek or more than 8 hours in a workday.

In your capacity as EBP, you will perform duties and responsibilities that are reasonable and consistent with such position as may be assigned to you from time to time by the CEO, and you will be regularly and directly assisting the CEO in an administrative capacity on matters of significance. You will report directly to the CEO, currently Simon Belsham, or another individual designated by The Healing Company, Inc.’s CEO. You agree to devote your full business time, attention, and best efforts to the performance of your duties and to the furtherance of The Healing Company, Inc.’s interests.

In consideration of your services as an EBP, you will be paid an annual salary of $105,000.00, pro-rated from your start date, plus all applicable overtime compensation as required by law, payable bi-weekly in accordance with the standard payroll practices of The Healing Company, Inc. and subject to all withholdings and deductions as required or permitted by law. The Healing Company, Inc. reserves the right, in its sole discretion, to prospectively modify your compensation from time to time, to the extent permitted by applicable law.

As further compensation for the services to be performed hereunder, you shall be awarded certain rights to purchase or receive shares of the Company’s Common Stock as follows:

As an EBP, you will be eligible to participate in benefit plans and programs that may be in effect from time to time, including group medical and life  insurance and other fringe benefits as are made available to other similarly situated employees of The Healing Company, Inc., in accordance with and subject to the eligibility and other provisions of such plans and programs. The Healing Company, Inc. reserves the right, in its sole discretion, to prospectively modify or terminate any of its benefits plans or programs at any time and for any reason, to the extent permitted by applicable law.

You will be subject to all applicable employment and other policies of The Healing Company, Inc., as outlined in The Healing Company, Inc.’s employee handbook and elsewhere.

Your employment will be at-will, meaning that you or The Healing Company, Inc. may terminate the employment relationship at any time, with or without cause, and with or without notice. Any contrary representations that may have been made to you are superseded by this offer letter. This is the full and complete agreement between you and The Healing Company, Inc. on this term. Although your duties, title, compensation, and benefits, as well as The Healing Company, Inc.’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express agreement signed by you and an authorized representative of The Healing Company, Inc.

Providing notice does not create an express or implied contract for continued employment or employment for a fixed period.

The Healing Company, Inc. reserves the right, in its sole discretion, to prospectively modify or rescind any of the terms set forth in this letter at any time during the course of your employment, to the extent permitted by applicable law.

This offer is contingent upon:

This offer will be withdrawn if any of the above conditions are not satisfied. Please do not resign from your current job until you have confirmation from The Healing Company, Inc. that these conditions have been satisfied.

By accepting this offer, you confirm that you are able to accept this job and carry out the work involved without breaching any legal restrictions on your activities, such as restrictions imposed by a current or former employer. You also confirm that you will inform The Healing Company, Inc. about any such restrictions and provide The Healing Company, Inc. with as much information  about them as possible, including copies of any agreements between you and your current or former employer describing such restrictions on your activities.

You further confirm that you will not remove or copy any documents or proprietary data or materials of any kind, electronic or otherwise, from your current or former employer to The Healing Company, Inc. without written authorization from your current or former employer, nor will you use or disclose any  such confidential information during the course and scope of your employment  with The Healing Company, Inc.. If you have any questions about the ownership of particular documents or other information, discuss such questions with your former employer before removing or copying the documents or information.

All of us at The Healing Company, Inc. are excited about the prospect of you joining our team. If you have any questions about the above details, please call me immediately. If you wish to accept this position, please sign below and return this letter agreement to me within seven (7) days. This offer is open for you to accept until December 5^th 2021, at which time it will be deemed to be withdrawn.

I look forward to hearing from you.

Yours sincerely,

Larson Elmore, CEO

On behalf of The Healing Company, Inc.

Acceptance of Offer

I have read and understand all the terms of the offer of employment set forth in this letter and I accept each of those terms. I also understand and agree that my employment is at-will and, with the exception of a subsequent written agreement signed by an authorized The Healing Company, Inc. representative, no statements or communications, whether oral or written, will modify my at-will employment status. I further understand that this letter is The Healing Company, Inc.’s complete offer of employment to me and this letter supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to my employment. I have not relied on any agreements or representations, express or implied, that are not set forth expressly in this letter.

Kelly Zuar

Attachment:

Exhibit A: The Healing Company’s Employee Confidentiality and Proprietary Rights Agreement

EXHIBIT A

THE HEALING COMPANY’S EMPLOYEE CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT

[see attached]

EXHIBIT 10.5

The Healing Company Inc.

Employment Agreement

Dated as of November 27, 2021

Simon Belsham

1101 Grand Street, Apt 501

Hoboken, New Jersey 07030

This letter (the "Agreement") will confirm of the terms of your employment with The Healing Company Inc. (the "Company").

1. Position and Duties; Term.

(a) Effective as of the date first above written (or such other date as is mutually agreed between you and the Company) (the "Effective Date"), you will be employed by the Company, on a full-time basis, to undertake such management duties as may be required from the Effective Date and upon appointment by the Board of Directors of the Company, as its Chief Executive Officer / Member of the Board, provided, however, that as of the date your employment with the Company terminates, however occurring, you shall resign from your membership on the Company's Board of Directors (the "Board") and on any of its committees on which you then have membership and execute any resignation in writing requested at that time by the Board. In addition, you may be asked from time to time to serve as a director or officer of one or more of the Company's other Affiliates, without further compensation.

(b) You agree to perform the duties of your position and such other duties as may reasonably be assigned to you from time to time. You also agree that, while employed by the Company, you will devote your substantial business time and your best efforts, business judgment, skill and knowledge exclusively to the advancement of the business interests of the Company and its Affiliates and to the discharge of your duties and responsibilities for them. The Company will indemnify and hold you harmless (including advancement of legal fees) for any losses incurred in connection with a claim or threatened claim arising due to your service as an officer or Board member to the maximum extent permitted by law and the Company’s organizational documents. The Company will procure liability insurance in reasonable amounts consistent with similarly situated companies.

(c) We also ask that, if you have not already done so, you disclose to the Company any and all agreements relating to your prior employment that may affect your eligibility to be employed by the Company or limit the manner in which you may be employed. It is the Company's understanding that any such agreements will not prevent you from performing the duties of your position and you represent that such is the case. Similarly, you agree not to bring any third party confidential information to the Company, including that of your former employer, and that in performing your duties for the Company you will not in any way utilize any such information.

(d) You will work principally in the Company's New York City offices, subject to reasonable covid-19 exceptions and business travel from time to time.

(e) You agree that, while employed by the Company, you will comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to your position, as in effect from time to time. You should note that the Company may modify job titles, salaries and benefits from time to time as it deems necessary.

(f) The term of this Agreement shall commence on the Effective Date and shall end on the first to occur of your termination of employment for any reason or the two-year anniversary of the Effective Date; provided, however, that if not terminated by either party prior to the end of the initial two-year term, the term shall automatically extend for additional one-year terms thereafter, subject to any earlier termination (as such, the "Term"). The Company may, in its sole discretion and for any reason, provide written notice of termination (effective as of the then applicable expiration date) to you at any time, subject to the other provisions of this Agreement.

(g) You understand and agree that employment under this Agreement is "at will." Your employment may be terminated by the Company with or without cause, with or without notice, and without resort to any specific disciplinary procedure or process at any time, subject to the provisions of this Agreement, and you may resign or otherwise terminate your employment with the Company at any time, with or without any reason, with or without notice. This Agreement is not intended to, and shall not infer or imply any right on your part to continue in the employ of the Company or any of its Affiliates. This Agreement is not intended in any way to limit the right of the Company to terminate your employment.

2. Compensation and Benefits.

During your employment, as compensation for all services performed by you for the Company and its Affiliates and subject to your full performance of your obligations hereunder, the Company will provide you the following pay and benefits:

(a) Base Salary. The Company will pay you a base salary at the rate of four hundred thousand dollars ($400,000) for the first year following the Effective Date and five hundred thousand dollars ($500,000) for the second year following the Effective Date, payable in accordance with the regular payroll practices of the Company (the "Base Salary"). The Base Salary will thereafter be reviewed by the Board or a compensation committee of the Board in its discretion, it being understood that the Base Salary may only be increased and not decreased. You agree that the Company may deduct and withhold from your compensation hereunder the amounts required to be deducted and withheld under the provisions of the applicable federal and state laws heretofore or hereafter enacted requiring the withholding of compensation.

(b) Bonus Compensation. You will receive a signing bonus in the amount of $75,616 to be paid on or before December 31, 2021. For the first calendar year completed during your employment under this Agreement you will be eligible to earn an annual bonus, with a maximum pay-out opportunity of one hundred thousand dollars ($100,000) and for the second calendar year completed during your employment under this Agreement you will be eligible to earn an annual bonus, with a maximum pay-out opportunity of two hundred thousand dollars ($200,000) (the "Bonus"). The Bonus will thereafter be reviewed by the Board or a compensation committee of the Board in its discretion, it being understood that the Bonus may only be increased and not decreased. Each such Bonus will be paid within 60 days of the relevant calendar year end provided you remain an employee of the Company on the last day of the related calendar year. The actual amount of any such Bonus will be determined by the Board or a compensation committee of the Board in its discretion following reasonable consultations with you, based on your performance and that of the Company as measured against objective metrics communicated to you in writing by the Board or a compensation committee of the Board. In addition, you will be eligible to receive an additional bonus to offset certain tax expenses you incur in connection with the Equity Grant (as defined in subsection (f) below).

(c) Participation in Employee Benefit Plans. You will be eligible to participate in any medical, dental, 401(k), and other benefit plans from time to time in effect for employees of the Company generally, except to the extent such plans are duplicative of benefits otherwise provided you under this Agreement (e.g., a severance pay plan). Your participation will be subject to the terms of the applicable plan documents and generally applicable Company policies, as the same may be in effect from time to time, and any other restrictions or limitations imposed by law.

(d) Vacations. You will be entitled to earn up to four (4) weeks of vacation per year, in addition to holidays observed by the Company. Vacation may be taken at such times and intervals as you shall determine, subject to the business needs of the Company. Vacation shall otherwise be subject to the policies of the Company, as in effect from time to time, and with the timing and duration of specific vacations mutually and reasonably agreed to by the Board (or its duly authorized representative) and you.

(e) Business Expenses. The Company will pay or reimburse you for all reasonable business expenses incurred or paid by you in the performance of your duties and responsibilities for the Company, including without limitation, travel expenses between your residences and the Company's New York City offices, subject to any maximum annual limit and other restrictions on such expenses set by the Company and to such reasonable substantiation and documentation as may be specified from time to time. Your right to payment or reimbursement for business expenses hereunder shall be subject to the following additional rules: (i) the amount of expenses eligible for payment or reimbursement during any calendar year shall not affect the expenses eligible for payment or reimbursement in any other calendar year, (ii) payment or reimbursement shall be made not later than December 31 of the calendar year following the calendar year in which the expense or payment was incurred, and (iii) the right to payment or reimbursement is not subject to liquidation or exchange for any other benefit. In addition, the Company will cover your costs incurred for the necessary relocation within New York City as well as your expenses for obtaining a U.S. work permit, subject to a limit of $5,000. To the extent that expenses in any given calendar year exceed $50,000, all expenses in excess of such amount must be approved by the Board in its discretion.

(f) Incentive Equity. On or as soon as practicable after the Effective Date (but no later than 45 days thereafter), you will be granted 1,250,000 shares of restricted common stock (the "Equity Grant"), subject to a restricted stock award agreement containing substantially the terms set forth on Annex A attached hereto.

3. Confidential Information and Restricted Activities.

(a) Confidential Information. During the course of your employment with the Company, you will learn of Confidential Information, as defined below, and you may develop Confidential Information on behalf of the Company and its Affiliates. You agree that you will not use or disclose to any Person (except as required by applicable law or for the proper performance of your regular duties and responsibilities for the Company) any Confidential Information obtained by you incident to your employment or any other association with the Company or any of its Affiliates. You agree that this restriction shall continue to apply after your employment terminates, regardless of the reason for such termination. Nothing in this Agreement limits, restricts or in any other way affects your communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity. You cannot be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed under seal in a lawsuit or other proceeding. Notwithstanding this immunity from liability, you may be held liable if you unlawfully access trade secrets by unauthorized means.

(b) Protection of Documents. All documents, records and files, in any media of whatever kind and description, relating to the business, present or otherwise, of the Company or any of its Affiliates, and any copies, in whole or in part, thereof (the "Documents"), whether or not prepared by you, shall be the sole and exclusive property of the Company. You agree to safeguard all Documents and to surrender to the Company, at the time your employment terminates or at such earlier time or times as the Board or its designee may specify, all Documents then in your possession or control. You also agree to disclose to the Company, at the time your employment terminates or at such earlier time or times as the Board or its designee may specify, all passwords necessary or desirable to obtain access to, or that would assist in obtaining access to, any information which you have password-protected on any computer equipment, network or system of the Company or any of its Affiliates.

(c) Assignment of Rights to Intellectual Property. You shall promptly and fully disclose all Intellectual Property to the Company. You hereby assign and agree to assign to the Company (or as otherwise directed by the Company) your full right, title and interest in and to all Intellectual Property. You agree to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company (or as otherwise directed by the Company) and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. You will not charge the Company for time spent in complying with these obligations. All copyrightable works that you create during your employment shall be considered "work made for hire" and shall, upon creation, be owned exclusively by the Company.

(d) Restricted Activities. You acknowledge that, during your employment with the Company, you will have access to Confidential Information and trade secrets which, if disclosed, would assist in competition against the Company and its Affiliates, and that you will also generate good will for the Company and its Affiliates. Therefore, you agree that the following restrictions on your activities are necessary to protect the good will, Confidential Information, trade secrets and other legitimate interests of the Company and its Affiliates:

(i) While you are employed by the Company and until the first anniversary after the end of such employment, unless your employment is terminated pursuant to Section 4(b) or (c) below, you shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates for which you are materially involved or undertake any planning for any Competitor or any of its Affiliates that are engaged in a competitive business. Specifically, but without limiting the foregoing, you agree not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person that is a Competitor or its Affiliates (unless not engaged in a competitive business), as conducted or in planning during your employment with the Company. The foregoing, however, shall not prevent your (i) passive ownership of two percent (2%) or less of the equity securities of any publicly traded company; (ii) providing goods or services to charitable and community organizations; or (iii) following written consent by the Board, serving on the board of directors of entities other than Competitors.

(ii) While you are employed by the Company, you will not directly or indirectly (a) solicit or encourage any customer, vendor, supplier or other business partner of the Company or any of its Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such customer, vendor, supplier or other business partner or prospective customer, vendor, supplier or other business partner of the Company or any of its Affiliates to conduct with anyone else any business or activity which such customer, vendor, supplier or other business partner or such prospective customer, vendor, supplier or other business partner conducts or could conduct with the Company or any of its Affiliates.

(iii) While you are employed by the Company and during the twelve (12) month period immediately following termination of your employment, unless your employment is terminated pursuant to Section 4(b) or (c) below (in the aggregate, the "Restricted Period"), you will not, and will not assist any other Person to, (a) solicit for hiring or engagement, any employee of the Company or any of its Affiliates or seek to persuade any employee of the Company or any of its Affiliates to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish his, her or its relationship with them. For the purposes of this Agreement, an "employee" or an "independent contractor" of the Company or any of its Affiliates is any person who was such at any time within the preceding twelve (12) months.

(e) In signing this Agreement, you give the Company assurance that you have carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on you under this Section 3. You agree without reservation that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. You further agree that, were you to breach any of the covenants contained in this Section 3, the damage to the Company and its Affiliates may be irreparable. You therefore agree that the Company, in addition and not in the alternative to any other remedies available to it, shall be entitled to seek preliminary and permanent injunctive relief against any breach or threatened breach by you of any of those covenants, without having to post bond,; it being understood that in respect of any adversarial proceedings between the Company and you under this Agreement or otherwise, the prevailing party (the party receiving substantially the relief sought) shall recover its reasonable attorney's fees. So that the Company may enjoy the full benefit of the covenants contained in this Section 3, you further agree that the Restricted Period shall be tolled, and shall not run, during the period of any breach by you of any of the covenants contained in this Section 3. You and the Company further agree that, in the event that any provision of this Section 3 is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. It is also agreed that each of the Company's Affiliates shall have the right to enforce all of your obligations to that Affiliate under this Agreement, including without limitation pursuant to this Section 3. Finally, no claimed breach of this Agreement or other violation of law attributed to the Company, or change in the nature or scope of your employment or other relationship with the Company or any of its Affiliates, shall operate to excuse you from the performance of your obligations under this Section 3.

4. Termination of Employment.

Your employment under this Agreement shall continue until terminated pursuant to this Section 4.

(a) By the Company for Cause. The Company may terminate your employment for Cause upon notice to you setting forth in reasonable detail the nature of the cause. The following, as determined by the Board in its reasonable judgment, shall constitute "Cause" for termination: (i) your substantial failure to perform (other than by reason of disability), or substantial negligence in the performance of, your duties and responsibilities to the Company or any of its Affiliates for a period of sixty (60) days after a written demand for substantial performance is delivered to you by the Board that specifically identifies the manner in which the Board believes that you have not performed your duties; (ii) your material breach of this Agreement or any other agreement between you and the Company or any of its Affiliates, which breach if curable, is not cured within sixty (60) days following written notice from the Board specifying such breach; (iii) your commission of, or plea of nolo contendere to, a felony or other crime involving moral turpitude; (iv) your willful violation of any applicable material law or regulation respecting the business of the Company; or (v) your breach of fiduciary duty owed to the Company.

(b) By the Company Without Cause. The Company may terminate your employment other than for Cause at any time upon notice to you. The Company’s delivery of a non-renewal notice shall be treated as a termination without Cause.

(c) By You for Good Reason. You may terminate your employment for Good Reason. For purposes of this Agreement, "Good Reason" means, without your written consent,

(i) subject to the other provisions herein, a material breach by the Company of the terms of this Agreement, or any other equity or compensation written agreement between the Company and you related to your services as an officer, director, or employee of the Company, including but not limited to, the failure of the Company to make any material payment or provide any material benefit specified under this Agreement, except as provided in clause (iii) herein, (ii) any material adverse change and diminution of your authority, duties or responsibilities, as provided for hereunder, or (iii) a material reduction in your Base Salary or (iv) a requirement to relocate your primary residence; provided, however, that you must provide the Company with written notice that describes in reasonable detail the existence of one or more of the conditions described in clauses (i)-(iv) above no later than sixty (60) days after the date of the initial occurrence of such condition or conditions; in addition, you must provide the Company a period of at least thirty (30) days during which the Company can remedy the condition or conditions and, if you terminate your employment for Good Reason, you must actually resign within one (1) year of providing such written notice.

(d) By You for Other than Good Reason. You may terminate your employment at any time upon sixty (60) days' notice to the Company. The Board may elect to waive such notice period or any portion thereof; but in that event, the Company shall pay you your base salary for that portion of the notice period so waived.

(e) Death and Disability. Your employment hereunder shall automatically terminate in the event of your death during employment. In the event you become disabled during employment and, as a result, are unable to continue to perform substantially all of your duties and responsibilities under this Agreement, either with or without reasonable accommodation, the Company will continue to pay you your base salary and to provide you benefits in accordance with Section 2(c) above, to the extent permitted by plan terms, for up to twelve (12) weeks of disability during any period of three hundred sixty-five (365) consecutive calendar days. If you are unable to return to work after twelve (12) weeks of disability, the Company may terminate your employment, upon notice to you. If any question shall arise as to whether you are disabled to the extent that you are unable to perform substantially all of your duties and responsibilities for the Company and its Affiliates, you shall, at the Company's request, submit to a medical examination by a physician selected by the Company to whom you or your guardian, if any, has no reasonable objection to determine whether you are so disabled, and such determination shall for purposes of this Agreement be conclusive of the issue. If such a question arises and you fail to submit to the requested medical examination, the Company's determination of the issue shall be binding on you.

5. Other Matters Related to Termination.

(a) Final Compensation. In the event of termination of your employment with the Company, howsoever occurring, the Company shall pay you (i) the Base Salary for the final payroll period of your employment, through the date your employment terminates; (ii) compensation at the rate of the Base Salary for any vacation time earned but not used as of the date your employment terminates; (iii) in the case of a termination of your employment pursuant to Sections 4(b), (c) or (e), above, the Company will pay you a prorated portion of the Bonus for the year of your termination through the date of your termination or death, as applicable, based on your performance and that of the Company as measured against objective metrics, with the actual amount of such bonus being determined by the Board, and (iv) reimbursement, in accordance with Section 2(e) hereof, for business expenses incurred by you but not yet paid to you as of the date your employment terminates; provided you submit all expenses and supporting documentation required within sixty (60) days of the date your employment terminates, and provided further that such expenses are reimbursable under Company policies as then in effect (all of the foregoing, "Final Compensation"). Except as otherwise provided in Section 5(a)(iii), Final Compensation will be paid to you within thirty (30) days following the date of termination (or such shorter period required by law).

(b) Severance Payments. In the event of any termination of your employment pursuant to Section 4(b) (including as a result of the non-renewal by the Company), (c) or (e) above, the Company will: (i) pay you, or your estate, if applicable, in addition to Final Compensation, the Base Salary for a period of six (6) months from the date of termination or, if earlier, until commencement of your employment with or engagement to provide consulting services to a Competitor, it being understood that your earnings received from any Competitor during such period will be offset against such Base Salary (the "Severance Payments"); (ii) during any Severance Payment period, or, if earlier than the end of such period, until covered by your subsequent employer, should you timely elect to continue coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") the Company shall reimburse you for the COBRA premiums due to maintain health insurance coverage that is substantially equivalent to that which you received immediately prior to the date of your termination; and (iii) provide for full accelerated vesting of all the unvested portion of the Equity Grant. You agree to provide the Company with prompt notice if you commence any employment or consulting relationship during the period when you are receiving the Severance Payments.

(c) Conditions to and Timing of Severance Payments. Any obligation of the Company to provide you the Severance Payments is conditioned, however, on your signing and returning to the Company, and not revoking, a timely and effective separation agreement containing a general release of claims and other customary terms in the form provided to you by the Company at the time your employment is terminated (the "Separation Agreement"). The Separation Agreement must become effective, if at all, by the sixtieth (60th) calendar day following the date your employment is terminated. Any Severance Payments to which you are entitled will be provided in the form of salary continuation, payable in accordance with the normal payroll practices of the Company. The first payment will be made on the Company's next regular payday following the expiration of sixty (60) calendar days from the date of termination; but that first payment shall be retroactive to the day following the date your employment terminates.

(d) Benefits Termination. Subject to Section 5(b) hereof, except for any right you may have under COBRA or other applicable law to continue participation in the Company's group health and dental plans at your cost, your participation in all employee benefit plans shall terminate in accordance with the terms of the applicable benefit plans based on the date of termination of your employment, without regard to any continuation of base salary or other payment to you following termination and you shall not be eligible to earn vacation or other paid time off following the termination of your employment.

(e) Survival. Provisions of this Agreement shall survive any termination of employment if so provided in this Agreement or if necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation your obligations under Section 3 of this Agreement. The obligation of the Company to make payments to you under Section 5(b), and your right to retain the same, are expressly conditioned upon your continued full performance of your obligations under Section 3 hereof. Upon termination by either you or the Company, all rights, duties and obligations of you and the Company to each other shall cease, except as otherwise expressly provided in this Agreement.

6. Timing of Payments and Section 409A.

(a) Notwithstanding anything to the contrary in this Agreement, if at the time your employment terminates, you are a "specified employee," as defined below, any and all amounts payable under this Agreement on account of such separation from service that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon your death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (B) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (C) other amounts or benefits that are not subject to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A").

(b) For purposes of this Agreement, all references to "termination of employment" and correlative phrases shall be construed to require a "separation from service" (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein), and the term "specified employee" means an individual determined by the Company to be a specified employee under Treasury regulation Section 1.409A-1(i).

(c) Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments.

(d) In no event shall the Company have any liability relating to the failure or alleged failure of any payment or benefit under this Agreement to comply with, or be exempt from, the requirements of Section 409A.

7. Definitions.

For purposes of this Agreement, the following definitions apply:

8. Withholding.

All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company under applicable law.

9. Assignment.

Neither you nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, the Company may assign its rights and obligations under this Agreement without your consent to one of its Affiliates or to any Person with whom the Company shall hereafter effect a reorganization, consolidate or merge, or to whom the Company shall hereafter transfer all or substantially all of its properties or assets so long as such assignee assumes all of the obligations hereunder. This Agreement shall inure to the benefit of and be binding upon you and the Company, and each of our respective successors, executors, administrators, heirs and permitted assigns.

10. Severability.

If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

11. Miscellaneous.

This Agreement sets forth the entire agreement between you and the Company, and replaces all prior and contemporaneous communications, agreements and understandings, written or oral, with respect to the terms and conditions of your employment. This Agreement may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by you and an expressly authorized representative of the Board. The headings and captions in this Agreement are for convenience only and in no way define or describe the scope or content of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. This is a New York contract and shall be governed and construed in accordance with the laws of the State of New York, without regard to any conflict of laws principles that would result in the application of the laws of any other jurisdiction. You agree to submit to the exclusive jurisdiction of the courts of or in the State of New York in connection with any dispute arising out of this Agreement.

12. Notices.

Any notices provided for in this Agreement shall be in writing and shall be effective when delivered in person or deposited in the United States mail, postage prepaid, and addressed to you at your last known address on the books of the Company or, in the case of the Company, to it at its principal place of business, attention of the Chair of the Board, or to such other address as either party may specify by notice to the other actually received.

[Remainder of page intentionally blank.]

If the foregoing is acceptable to you, please sign this letter in the space provided and return it to me as soon as practicable. At the time you sign and return it, this letter will take effect as a binding agreement between you and the Company on the basis set forth above. The enclosed copy is for your records.

Sincerely yours,

The Healing Company Inc.

By: Lee Larson Elmore

Its: Chief Executive Officer

Accepted and agreed:

EXHIBIT 10.6

BOARD ADVISOR AGREEMENT

This agreement (the “Agreement”) is made effective as of December 28, 2021 (“Effective Date”), by The Healing Company Inc., a Nevada corporation (the “Company”), and Deepak Chopra, LLC (the “Advisor”).

The Company wishes to retain the Advisor as an outside advisor to the Company’s Board of Directors (the “Board”), and the Advisor desires to perform such services. Accordingly, the parties hereby agree as follows:

1. Service as an Advisor. The Advisor shall serve on the Company’s advisory board (“Advisory Board”) as Special Advisor to the Board of The Healing Company on a non-exclusive basis for the term of this Agreement. The Advisor shall perform services hereunder as an independent contractor and not as an employee, agent, joint venturer, or partner of the Company and not as a member of the Board. The Advisor shall have no power or authority to act for, represent, or bind the Company or its affiliates in any manner whatsoever. The Advisor agrees to take no action that expresses or implies that the Advisor has such power or authority.

2. Duties. During the term of this Agreement, the Advisor will use its commercially reasonable efforts to provide advice and counsel to the members of the Board as may be reasonably requested from time to time, including by rendering the services described on Schedule 1 (the “Services”) to this Agreement. The Advisor will directly advise the Board in the course of performing the Advisor’s duties, unless otherwise expressly directed by the Board.

3. Term. This Agreement shall have a term of two (2) years (the “Term”), provided that either party may terminate the Agreement, with or without reason, by written notice to the other, and provided further that the provisions of Section 4.2, Section 5, and Section 6 and all payment provisions for compensation incurred prior to the termination date shall survive any termination or expiration of this Agreement. In the event this Agreement is terminated by either party, pro-rata fees, and unpaid expenses through the termination date shall be paid to the Advisor promptly thereafter.

4. Fees.

4.1. As compensation for the Advisor’s services under this Agreement, the Company shall pay to the Advisor the compensation described on Schedule 2 to this Agreement.

4.2. The Advisor agrees to pay all federal, state, and local taxes applicable to any compensation paid to the Advisor under this Agreement. The terms and provisions of this Section 4.2 shall survive termination or expiration of this Agreement.

5. Confidential Information. The Advisor acknowledges that, during the course of performing his services hereunder, the Company will disclose information to the Advisor in connection with the Services, including but not limited to projects, products, services, potential customers, personnel, business plans, and finances, as well as other commercially valuable information (collectively “Confidential Information”). The Advisor agrees that the Confidential Information will be used by the Advisor only in connection with Advisory Services and will not be used in any way that is detrimental to the Company. The Advisor agrees not to disclose, directly or indirectly, the Confidential Information to any third person or entity, other than representatives or agents of the Company or as required by applicable law or order of a court of competent jurisdiction. The Advisor will treat all such information as confidential and proprietary property of the Company. The term “Confidential Information” does not include information that (i) is or becomes generally available to the public other than by disclosure in violation of this Agreement, (ii) was within the Advisor’s possession prior to being furnished by the Company, (iii) becomes available to the Advisor on a nonconfidential basis, or (iv) was independently developed by the Advisor without reference to the information provided by the Company. The Advisor shall continue to be bound by the terms of the confidentiality provisions contained in this Section 5 for a period of two years after the termination of the Services by the Advisor.

6. Developments. All content and improvements (whether or not copyrightable) (“Developments”) related to the business of the Company which are made, conceived, created, written, designed or developed by the Advisor, solely or jointly with others during the Term while actively serving as an advisor to the Company or thereafter if resulting directly or indirectly derived from the Services or the Confidential Information of the Company, shall be the sole property of the Company. By way of clarification, any Developments made, conceived, created, written, designed, or developed by the Advisor in the course of the Advisor’s activities with any third party, and not in the course of his performance of the Services and which are not directly or indirectly derived from the Services or Confidential Information, shall not constitute “Developments”. The Advisor hereby assigns to the Company all Developments and all related copyrights, trademarks, and other industrial and intellectual property rights and applications therefore, in the United States and elsewhere and appoints any officer of the Company as the Advisor’s duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority and Advisor shall execute further assignments and other instruments as may be necessary or desirable to fully and completely assign all Developments to the Company and to assist the Company in applying for, obtaining and enforcing patents, trademarks, or copyrights or other rights in the United States and any foreign country concerning any Development. Company acknowledges that Advisor has been previously involved in intellectual property discussions with numerous other parties, including those with related and unrelated to Advisor. From time to time, conflicts may arise, so Company will undertake commercial best efforts to communicate with Advisor to seek to avoid such conflicts

7. Publicity. The Company shall not, without the specific, prior written approval by the Advisor (which consent can be withheld and restricted at the sole discretion of Advisor), have the right to use the name, biography, and picture of the Advisor on the Company’s website, marketing, and advertising materials as pre-approved by Advisor and only for the period approved by Advisor or such shorter or longer period later approved by Advisor.

8. No Conflicts. The Advisor represents and warrants to the Company that the Advisor is free to enter into this Agreement and the Services to be provided under this Agreement are not in conflict with any other contractual or other obligation to which the Advisor is bound.

9. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt; (c) by electronic mail or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt.

10. Parties in Interest. This Agreement is made solely for the benefit of the Advisor and the Company. No other person shall acquire or have any right under or by virtue of this Agreement.

11. Entire Agreement; Severability; Counterparts. This Agreement contains the entire agreement between the parties and supersedes any and all prior and contemporaneous oral and written agreements. This Agreement may only be amended, changed or modified by a written document executed by both parties. In the event any one or more of the provisions of this Agreement is held to be invalid or otherwise unenforceable, the enforceability of the remaining provisions shall be unimpaired. This Agreement may be executed in separate counterparts and shall become effective when the separate counterparts have been exchanged between the parties. Neither Advisor nor Company may assign or transfer this Agreement or any of its rights or obligations under this Agreement without the other party’s prior written consent, which consent may not be unreasonably withheld.

12. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Nevada.

13. Authority. This Agreement has been duly authorized, executed, and delivered by and on behalf of the Company and the Advisor.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

SCHEDULE 1

DUTIES

The responsibility of the members of the advisory board of the Company (“Advisory Board”) is to advise the Company’s executive management team and Board on the direction and progress of the Company’s impact to healing and living healthily.

Additionally, as a Board Advisor, you shall provide the following services, as reasonably requested by the Company:

1. General Services.

a. Attending and participating in up to four (4) three-hour in-person Advisory Board meetings per year, generally to be held in-person at a location to be selected by the Board or remotely via electronic conference. Your attendance at Board meetings shall be at the Board’s invitation only. If you are invited to attend a Board meeting, your status will be as an observer, without any right to vote on matters submitted to a vote of the Board.

b. Participating in a reasonable number of mutually agreed to and scheduled advisory calls with the Company’s executive management team which shall last no more than one (1) hour each.

c. Being available upon reasonable advance notice to provide telephonic guidance and consultation to members of the Company’s executive management team on an as-needed basis in between Advisory Board meetings.

d. Studying and reviewing the business, operations, and historical financial performance of the Company, to be able to properly advise members of the Company’s executive management team.

e. On a biannual basis, with the executive management team, review progress towards our “Healing Goals”, advise on strategy/direction to achieve those goals, and support the production of an impact report to that extent.

2. Content Support.

a. Providing support or collaboration for one (1) piece of content support per month (e.g., creating video, audio, or written content for the Company’s platform, speaking at conferences on behalf of The Healing Company, etc.) – to be agreed in advance by the parties. The Company agrees to provide Deepak Chopra with a minimum of two (2) weeks’ notice to determine whether Deepak Chopra will agree to collaborate on a project. Deepak Chopra and his team will commit to respond to proposals by the Company within 72 hours or such proposals will be deemed to have been accepted, and Deepak Chopra shall not unreasonably object to proposals.

3. Product and Research Guidance.

a. Providing an expert opinion on products that the Company or its subsidiaries may sell, businesses the Company may acquire or partner with, and content that the Company may create.

b. Providing non-exclusive, temporary access to research from the Chopra organizations (including the Chopra Foundation) or other resources to ensure a science-backed approach to the ingredients, formulations, and content the Company or its subsidiaries may offer. If research is used to market and/or promote, The Healing Company will cite the source – e.g., Chopra Global or Dr. Deepak Chopra or Chopra Foundation

c. Connecting the Company with subject matter experts from your network to support where more specialized knowledge may be required.

d. Advise on complementary integrative approaches to support the healing goals of The Healing Company (e.g., meditation, breathwork, journaling, Ayurvedic practices, etc.).

e. Support with creating a "Healing Standard" of efficacy for products and formulations that can become an industry-wide designation of quality, purity, and sustainability.

4. General Promotion.

a. Allow for the promotion of Deepak Chopra’s name and image on the Company’s website and/or mobile application and any marketing materials referencing the Advisory Board and purpose of The Healing Company (e.g., investor materials, consumer marketing, etc.) all final promotions must need approval from Deepak Chopra. However, the Company will not ask Deepak Chopra to endorse specific products unless Deepak Chopra otherwise desires to. All proposals for the promotion of Deepak Chopra’s name, image and likeness shall be sent to Deepak Chopra’s team with at least two (2) weeks’ notice in advance for approval. Deepak Chopra may choose not to proceed with any specific marketing plans, pending the specific products, services and/or way he is being marketed by The Healing Company and its affiliates. Deepak Chopra and his team will commit to respond to proposals by the Company within 72 hours or such proposals will be deemed to have been accepted, and Deepak Chopra shall not unreasonably object to proposals.

The anticipated time commitment to be expected of you is estimated to be at .5 days per month, or 6 days per year, inclusive of Board meetings; provided, however, that this is an estimate only, and your time commitment may be spread across the calendar year unevenly as dictated by business needs of the Company.

SCHEDULE 2

COMPENSATION

1. Consulting Fees.

As compensation for the Services under this Agreement, the Company shall pay to the Advisor a fee of Twelve Thousand Five Hundred Dollars ($12,500.00) each fiscal quarter, payable in arrears on or about March 31, June 30, September 30, December 31 for Services provided during the quarter, with the first quarter being pro-rated from the date of this Agreement.

The Company shall not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on the Advisor’s behalf. However, the Company may file informational returns with the appropriate federal and state agencies regarding such payments. The Advisor is solely responsible for the payment of all taxes and contributions on the Advisor’s behalf.

2. Stock Consideration.

In addition, subject to the approval of the Company’s Board of Directors, Advisor shall receive a grant of non-statutory stock options (“Options”) to purchase 200,000 shares of the Company’s common stock with an exercise price set to the most recent Fair Market Value (FMV) at the time of the effective date of this agreement. Such options shall have a term of 10 years, with 25% of such Options to be fully vested as of (6) months from the Effective Date of this Agreement and the remainder vesting in three (3) equal installments every six (6) months thereafter until all Options have vested on the second anniversary of the Effective Date. In the event this Agreement is terminated by either party, any unvested Options shall be forfeited in accordance with the terms of the Company’s 2021 Equity Incentive Plan.

The Options shall be granted under, and subject to, the terms of the Company’s 2021 Equity Incentive Plan and an award agreement between the Company and the Advisor.

3. Chopra Foundation Donation.

The Company shall make an annual donation to The Chopra Foundation for Fifty Thousand Dollars ($50,000.00), with the first annual donation to be paid within thirty (30) days of the date of execution of this Agreement by both parties.

EXHIBIT 10.7

THE HEALING COMPANY, INC.

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (this “Agreement”) is made and entered into as of January 1, 2022 (the “Effective Date”) by and between The Healing Company, Inc., a Nevada corporation with its principal place of business at 711 S. Carson Street, Suite 4, Carson City, Nevada 89701 (the “Company”), and KET Consulting LLC, a limited liability company with a principal place of business at Km 4.4, Carretera 413, Interior, Rincon, PR 00677 (“Contractor”) (each herein referred to individually as a “Party,” or collectively as the “Parties”).

The Company desires to retain Contractor as an independent contractor to perform various services for the Company, and Contractor is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the Parties agree as follows:

1. Services and Compensation. Contractor, by and through its designated representative Katie Tobias (“Tobias”), shall perform the services described in Exhibit A (the “Services”) for the Company (or its designee), and the Company agrees to pay Contractor the compensation described in Exhibit A for Contractor’s performance of the Services. Contractor’s anticipated start date is January 1, 2022 (“Start Date”).

2. Confidentiality.

A. Definition of Confidential Information. “Confidential Information” means any information (including any and all combinations of individual items of information) that relates to the actual or anticipated business and/or products, research or development of the Company, its affiliates or subsidiaries, or to the Company’s, its affiliates’ or subsidiaries’ technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the Company’s, its affiliates’ or subsidiaries’ products or services and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on whom Contractor called or with whom Contractor became acquainted during the term of this Agreement), software, developments, inventions, discoveries, ideas, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by the Company, its affiliates or subsidiaries, either directly or indirectly, in writing, orally or by drawings or inspection of premises, parts, equipment, or other property of Company, its affiliates or subsidiaries. Notwithstanding the foregoing, Confidential Information shall not include any such information which Contractor can establish: (i) was publicly known or made generally available prior to the time of disclosure to Contractor; (ii) becomes publicly known or made generally available after disclosure to Contractor through no wrongful action or inaction of Contractor; or (iii) is in the rightful possession of Contractor, without confidentiality obligations, at the time of disclosure as shown by Contractor’s then-contemporaneous written records; provided that any combination of individual items of information shall not be deemed to be within any of the foregoing exceptions merely because one or more of the individual items are within such exception, unless the combination as a whole is within such exception.

B. Nonuse and Nondisclosure. During and after the term of this Agreement, Contractor will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Contractor will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company, or (ii) subject to Contractor’s right to engage in Protected Activity (as defined below), disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the Company, except that Contractor may disclose Confidential Information to the extent compelled by applicable law; provided however, prior to such disclosure, Contractor shall provide prior written notice to Company and seek a protective order or such similar confidential protection as may be available under applicable law. Contractor agrees that no ownership of Confidential Information is conveyed to the Contractor. Without limiting the foregoing, Contractor shall not use or disclose any Company property, intellectual property rights, trade secrets or other proprietary know-how of the Company to invent, author, make, develop, design, or otherwise enable others to invent, author, make, develop, or design identical or substantially similar designs as those developed under this Agreement for any third party. Contractor agrees that Contractor’s obligations under this Section 2.B shall continue after the termination of this Agreement.

C. Other Client Confidential Information. Contractor agrees that Contractor will not improperly use, disclose, or induce the Company to use any proprietary information or trade secrets of any former or current employer of Contractor or other person or entity with which Contractor has an obligation to keep in confidence. Contractor also agrees that Contractor will not bring onto the Company’s premises or transfer onto the Company’s technology systems any unpublished document, proprietary information, or trade secrets belonging to any third party unless disclosure to, and use by, the Company has been consented to in writing by such third party.

D. Third Party Confidential Information. Contractor recognizes that the Company has received, and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Contractor agrees that at all times during the term of this Agreement and thereafter, Contractor owes the Company and such third parties a duty to hold all such confidential or proprietary information in the strictest confidence and not to use it or to disclose it to any person, firm, corporation, or other third party except as necessary in carrying out the Services for the Company consistent with the Company’s agreement with such third party.

3. Ownership.

A. Assignment of Inventions. Contractor agrees that all right, title, and interest in and to any copyrightable material, notes, records, drawings, designs, inventions, improvements, developments, discoveries, ideas and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Contractor, solely or in collaboration with others, during the term of this Agreement and arising out of, or in connection with, performing the Services under this Agreement and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, “Inventions”), are the sole property of the Company. Contractor also agrees to promptly make full written disclosure to the Company of any Inventions and to deliver and assign (or cause to be assigned) and hereby irrevocably assigns fully to the Company all right, title and interest in and to the Inventions.

The Healing Company, Inc.

Independent Contractor Agreement (Tobias)

B. Pre-Existing Materials. Subject to Section 3.A, Contractor will provide the Company with prior written notice if, in the course of performing the Services, Contractor incorporates into any Invention or utilizes in the performance of the Services any invention, discovery, idea, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Contractor or in which Contractor has an interest, prior to, or separate from, performing the Services under this Agreement (“Prior Inventions”), and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Contractor will not incorporate any invention, discovery, idea, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by any third party into any Invention without Company’s prior written permission, including without limitation any free software or open-source software.

C. Moral Rights. Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, Contractor hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.

D. Maintenance of Records. Contractor agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Contractor (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company. Such records are and remain the sole property of the Company at all times and upon Company’s request, Contractor shall deliver (or cause to be delivered) the same.

E. Further Assurances. Contractor agrees to assist Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in Inventions in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments that the Company may deem necessary in order to apply for, register, obtain, maintain, defend, and enforce such rights, and in order to deliver, assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title, and interest in and to all Inventions and testifying in a suit or other proceeding relating to such Inventions. Contractor further agrees that Contractor’s obligations under this Section 3.E shall continue after the termination of this Agreement.

The Healing Company, Inc.

Independent Contractor Agreement (Tobias)

F. Attorney-in-Fact. Contractor agrees that, if the Company is unable because of Contractor’s unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure Contractor’s signature with respect to any Inventions, including, without limitation, for the purpose of applying for or pursuing any application for any United States or foreign patents or mask work or copyright registrations covering the Inventions assigned to the Company in Section 3.A, then Contractor hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Contractor’s agent and attorney-in-fact, to act for and on Contractor’s behalf to execute and file any papers and oaths and to do all other lawfully permitted acts with respect to such Inventions to further the prosecution and issuance of patents, copyright and mask work registrations with the same legal force and effect as if executed by Contractor. This power of attorney shall be deemed coupled with an interest, and shall be irrevocable.

4. Conflicting Obligations. Contractor represents and warrants that Contractor has no agreements, relationships, or commitments to any other person or entity that conflict with the provisions of this Agreement, Contractor’s obligations to the Company under this Agreement, and/or Contractor’s ability to perform the Services. Contractor will not enter into any such conflicting agreement during the term of this Agreement.

5. Return of Company Materials. Upon the termination of this Agreement, or upon Company’s earlier request, Contractor will immediately deliver to the Company, and will not keep in Contractor’s possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Confidential Information, tangible embodiments of the Inventions, all devices and equipment belonging to the Company, all electronically-stored information and passwords to access such property, those records maintained pursuant to Section 3.D and any reproductions of any of the foregoing items that Contractor may have in Contractor’s possession or control.

6. Term and Termination.

A. Term. The term of this Agreement will begin on the Effective Date of this Agreement and will continue until the earlier of (i) eighteen (18) months from the Effective Date, or (ii) termination as provided in Section 6.B, below (the “Term”). The Term may be renewed by mutual agreement of the Parties.

B. Termination. Either Party may terminate this Agreement for any reason upon giving the other Party (1) thirty (30) days’ prior written notice of such termination pursuant to Section 12.G of this Agreement during the first year of the Term, and (2) sixty (60) days’ prior written notice of such termination pursuant to Section 12.G of this Agreement after the first year of the Term. The Company may terminate this Agreement immediately and without prior notice if Contractor refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement.

C. Survival. Upon any termination, all rights and duties of the Company and Contractor toward each other shall cease except:

(1) The Company will pay, within thirty (30) days after the effective date of termination, all amounts owing to Contractor for Services completed and accepted by the Company prior to the termination date and related reimbursable expenses, if any, submitted in accordance with the Company’s policies and in accordance with the provisions of Section 1 of this Agreement; and

The Healing Company, Inc.

Independent Contractor Agreement (Tobias)

(2) Section 2 (Confidentiality), Section 3 (Ownership), Section 4 (Conflicting Obligations), Section 5 (Return of Company Materials), Section 6 (Term and Termination), Section 7 (Independent Contractor; Benefits), Section 8 (Indemnification), Section 9 (Non-solicitation), Section 10 (Limitation of Liability), Section 11 (Arbitration and Equitable Relief), and Section 12 (Miscellaneous) will survive termination or expiration of this Agreement in accordance with their terms.

7. Independent Contractor; Benefits.

A. Independent Contractor. It is the express intention of the Company and Contractor that Contractor perform the Services as an independent contractor to the Company. Nothing in this Agreement shall in any way be construed to constitute Contractor as an agent, employee or representative of the Company. Without limiting the generality of the foregoing, Contractor is not authorized to bind the Company to any liability or obligation or to represent that Contractor has any such authority. Contractor agrees to furnish (or reimburse the Company for) all tools and materials necessary to accomplish this Agreement and shall incur all expenses associated with performance. Contractor acknowledges and agrees that Contractor is obligated to report as income all compensation received by Contractor pursuant to this Agreement. Contractor agrees to and acknowledges the obligation to pay all self-employment and other taxes on such income.

B. No Employment Benefits. The Company and Contractor agree that Contractor will receive no Company-sponsored benefits from the Company where benefits include, but are not limited to, sick leave, medical insurance and 401k participation. If Contractor is reclassified by a state or federal agency or court as the Company’s employee, Contractor 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, Contractor would otherwise be eligible for such benefits.

C. Paid Time Off. Notwithstanding Section 7.B, Contractor may take time off for regenerative, medical, vacation or other purposes from time to time, in amounts that are in line with the Company’s Paid Time Off Policy as set forth in the Company’s Employee Handbook, as amended from time to time. The scope and amount of time off shall be agreed to in advance by both Parties, and shall not affect Contractor’s right to the compensation referenced in Exhibit A hereto.

The Healing Company, Inc.

Independent Contractor Agreement (Tobias)

8. Indemnification.

A. Indemnification of Contractor. Company agrees to indemnify and hold harmless Contractor and its officers and employees from and against all losses, claims, damages, liabilities, judgments, costs and expenses, including attorneys’ fees and other legal expenses in connection with defending Contractor in any litigation, whether commenced or threatened, in connection with any claim, action or proceeding to which Contractor becomes subject, whether or not resulting in any liability, caused by, arising out of any Services provided to the Company by the Contractor under this Agreement; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, or liability is found to have resulted from the negligence, bad faith, fraud or misconduct of Contractor or Contractor’s assistants, employees, contractors, or agents.

B. Indemnification of Company. Contractor agrees to indemnify and hold harmless the Company and its affiliates and their directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with (i) any negligent, reckless or intentionally wrongful act of Contractor or Contractor’s assistants, employees, contractors or agents, (ii) a determination by a court or agency that the Contractor is not an independent contractor, (iii) any breach by the Contractor or Contractor’s assistants, employees, contractors, or agents of any of the covenants contained in this Agreement and corresponding Confidential Information and Invention Assignment Agreement, (iv) any failure of Contractor to perform the Services in accordance with all applicable laws, rules and regulations, or (v) any violation or claimed violation of a third party’s rights resulting in whole, or in part, from the Company’s use of the Inventions or other deliverables of Contractor under this Agreement.

9. Nonsolicitation. To the fullest extent permitted under applicable law, from the date of this Agreement until twelve (12) months after the termination of this Agreement for any reason (the “Restricted Period”), Contractor will not, without the Company’s prior written consent, directly or indirectly, solicit any of the Company’s employees to leave their employment, or attempt to solicit employees of the Company, either for Contractor or for any other person or entity. Contractor agrees that nothing in this Section 9 shall affect Contractor’s continuing obligations under this Agreement during and after this twelve (12) month period, including, without limitation, Contractor’s obligations under Section 2.

10. Limitation of Liability. IN NO EVENT SHALL THE COMPANY BE LIABLE TO CONTRACTOR OR TO ANY OTHER 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 COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL COMPANY’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY COMPANY TO CONTRACTOR UNDER THIS AGREEMENT FOR THE SERVICES, DELIVERABLES OR INVENTION GIVING RISE TO SUCH LIABILITY.

The Healing Company, Inc.

Independent Contractor Agreement (Tobias)

11. Arbitration and Equitable Relief.

A. Arbitration. IN CONSIDERATION OF CONTRACTOR’S CONTRACTOR RELATIONSHIP WITH THE COMPANY, ITS PROMISE TO ARBITRATE ALL DISPUTES RELATED TO CONTRACTOR’S CONTRACTOR RELATIONSHIP WITH THE COMPANY AND CONTRACTOR’S RECEIPT OF THE COMPENSATION AND OTHER BENEFITS PAID TO CONTRACTOR BY COMPANY, AT PRESENT AND IN THE FUTURE, CONTRACTOR AGREES THAT ANY AND ALL CONTROVERSIES, CLAIMS, OR DISPUTES WITH ANYONE (INCLUDING COMPANY AND ANY EMPLOYEE, OFFICER, DIRECTOR, SHAREHOLDER OR BENEFIT PLAN OF THE COMPANY IN THEIR CAPACITY AS SUCH OR OTHERWISE), ARISING OUT OF, RELATING TO, OR RESULTING FROM CONTRACTOR’S CONTRACTOR OR OTHER RELATIONSHIP WITH THE COMPANY OR THE TERMINATION OF CONTRACTOR’S CONTRACTOR OR OTHER RELATIONSHIP WITH THE COMPANY, INCLUDING ANY BREACH OF THIS AGREEMENT, SHALL BE SUBJECT TO BINDING ARBITRATION UNDER THE FEDERAL ARBITRATION ACT AND PURSUANT TO THE ARBITRATION PROVISIONS SET FORTH IN NEVADA RULES OF CIVIL PROCEDURE (THE “NRCP ACT”) AND PURSUANT TO NEVADA LAW. THE FEDERAL ARBITRATION ACT GOVERNS THIS AGREEMENT AND SHALL CONTINUE TO APPLY WITH FULL FORCE AND EFFECT NOTWITHSTANDING THE APPLICATION OF PROCEDURAL RULES SET FORTH IN THE NRCP ACT AND NEVADA LAW. CONTRACTOR AGREES TO ARBITRATE ANY AND ALL COMMON LAW AND/OR STATUTORY CLAIMS UNDER LOCAL, STATE, OR FEDERAL LAW, INCLUDING, BUT NOT LIMITED TO, CLAIMS UNDER THE NEVADA LABOR LAWS, CLAIMS RELATING TO EMPLOYMENT OR INDEPENDENT CONTRACTOR STATUS, CLASSIFICATION, AND RELATIONSHIP WITH THE COMPANY, AND CLAIMS OF BREACH OF CONTRACT, EXCEPT AS PROHIBITED BY LAW. CONTRACTOR ALSO AGREES TO ARBITRATE ANY AND ALL DISPUTES ARISING OUT OF OR RELATING TO THE INTERPRETATION OR APPLICATION OF THIS AGREEMENT TO ARBITRATE, BUT NOT TO DISPUTES ABOUT THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THIS AGREEMENT TO ARBITRATE OR ANY PORTION HEREOF OR THE CLASS, COLLECTIVE AND REPRESENTATIVE PROCEEDING WAIVER HEREIN. WITH RESPECT TO ALL SUCH CLAIMS AND DISPUTES THAT CONTRACTOR AGREES TO ARBITRATE, CONTRACTOR HEREBY EXPRESSLY AGREES TO WAIVE, AND DOES WAIVE, ANY RIGHT TO A TRIAL BY JURY. CONTRACTOR FURTHER UNDERSTANDS THAT THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO ANY DISPUTES THAT THE COMPANY MAY HAVE WITH CONTRACTOR.

B. Procedure. CONTRACTOR AGREES THAT ANY ARBITRATION WILL BE ADMINISTERED BY JUDICIAL ARBITRATION & MEDIATION SERVICES, INC. (“JAMS”) PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (THE “JAMS RULES”), WHICH ARE AVAILABLE AT http://www.jamsadr.com/rules- employment-arbitration/. CONTRACTOR AGREES THAT THE USE OF THE JAMS RULES DOES NOT CHANGE CONTRACTOR’S CLASSIFICATION TO THAT OF AN EMPLOYEE. TO THE CONTRARY, CONTRACTOR REAFFIRMS THAT CONTRACTOR IS AN INDEPENDENT CONTRACTOR. CONTRACTOR AGREES THAT THE ARBITRATOR SHALL HAVE THE POWER TO DECIDE ANY MOTIONS BROUGHT BY ANY PARTY TO THE ARBITRATION, INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/OR ADJUDICATION AND MOTIONS TO DISMISS AND DEMURRERS APPLYING THE STANDARDS SET FORTH UNDER THE NEVADA RULES OF CIVIL PROCEDURE. CONTRACTOR AGREES THAT THE ARBITRATOR SHALL ISSUE A WRITTEN DECISION ON THE MERITS. CONTRACTOR ALSO AGREES THAT THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES AVAILABLE UNDER APPLICABLE LAW, AND THAT THE ARBITRATOR SHALL AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY WHERE PROVIDED BY APPLICABLE LAW. CONTRACTOR AGREES THAT THE DECREE OR AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED AS A FINAL AND BINDING JUDGMENT IN ANY COURT HAVING JURISDICTION THEREOF. CONTRACTOR AGREES THAT THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH NEVADA LAW, INCLUDING THE NEVADA RULES OF CIVIL PROCEDURE AND THE NEVADA RULES OF EVIDENCE, AND THAT THE ARBITRATOR SHALL APPLY SUBSTANTIVE AND PROCEDURAL NEVADA LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO RULES OF CONFLICT OF LAW. TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH NEVADA LAW, NEVADA LAW SHALL TAKE PRECEDENCE. CONTRACTOR FURTHER AGREES THAT ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE CONDUCTED IN NEVADA.

The Healing Company, Inc.

Independent Contractor Agreement (Tobias)

C. Remedy. Except as provided by the NRCP Act and this Agreement, arbitration shall be the sole, exclusive, and final remedy for any dispute between Contractor and the Company. Accordingly, except as provided for by the NRCP Act and this Agreement, neither Contractor nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration.

D. Availability of Injunctive Relief. In accordance with the Nevada rules of Civil Procedure, the Parties agree that any Party may also petition the court for injunctive relief where either Party alleges or claims a violation of any agreement regarding intellectual property, confidential information or noninterference. In the event either Party seeks injunctive relief, the prevailing Party shall be entitled to recover reasonable costs and attorneys’ fees.

E. Administrative relief. Contractor understands that except as permitted by law this agreement does not prohibit Contractor from pursuing certain administrative claims with local, state, or federal administrative bodies or government agencies such as the Nevada Equal Rights Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the Workers’ Compensation Board. This Agreement does, however, preclude Contractor from bringing any alleged wage claims with the labor commissioner.

F. Voluntary Nature of Agreement. Contractor acknowledges and agrees that Contractor is executing this Agreement voluntarily and without any duress or undue influence by the company or anyone else. Contractor further acknowledges and agrees that contractor has carefully read this Agreement and that Contractor has asked any questions needed for Contractor to understand the terms, consequences and binding effect of this Agreement and fully understand it, including that Contractor is waiving contractor’s right to a jury trial. Finally, Contractor agrees that Contractor has been provided an opportunity to seek the advice of an attorney of Contractor’s choice before signing this Agreement.

The Healing Company, Inc.

Independent Contractor Agreement (Tobias)

12. Miscellaneous.

A. Governing Law; Consent to Personal Jurisdiction. This Agreement shall be governed by the laws of the State of Nevada, without regard to the conflicts of law provisions of any jurisdiction. To the extent that any lawsuit is permitted under this Agreement, the Parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in Nevada.

B. Assignability. This Agreement will be binding upon Contractor’s heirs, executors, assigns, administrators, and other legal representatives, and will be for the benefit of the Company, its successors, and its assigns. There are no intended third-party beneficiaries to this Agreement, except as expressly stated. Except as may otherwise be provided in this Agreement, Contractor may not sell, assign, or delegate any rights or obligations under this Agreement. Notwithstanding anything to the contrary herein, Company may assign this Agreement and its rights and obligations under this Agreement to any successor to all or substantially all of Company’s relevant assets, whether by merger, consolidation, reorganization, reincorporation, sale of assets or stock, change of control or otherwise.

C. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter herein and supersedes all prior written and oral agreements, discussions, or representations between the Parties. Contractor represents and warrants that Contractor is not relying on any statement or representation not contained in this Agreement. To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement shall control unless otherwise expressly agreed by the Parties in such exhibit or schedule.

D. Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement.

E. Severability. If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.

F. Modification; Waiver. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in a writing signed by the Parties. Waiver by the Company of a breach of any provision of this Agreement will not operate as a waiver of any other or subsequent breach.

The Healing Company, Inc.

Independent Contractor Agreement (Tobias)

G. Notices. Any notice or other communication required or permitted by this Agreement to be given to a Party shall be in writing and shall be deemed given (i) if delivered personally or by commercial messenger or courier service, (ii) when sent by confirmed email or facsimile, or (iii) if mailed by U.S. registered or certified mail (return receipt requested), to the Party at the Party’s address written below or at such other address as the Party may have previously specified by like notice. If by mail, delivery shall be deemed effective three business days after mailing in accordance with this Section 12.G.

(1) If to the Company, to:

Fauver, Large, Archbald and Spray, LLP

Attention: Trevor Large, Esq.

820 State St., 4^th Floor

Santa Barbara, CA 93101

(2) If to Contractor, to the address in the introduction paragraph to this Agreement or, if no such address is provided, to the last address of Contractor provided by Contractor to the Company.

H. Attorneys’ Fees. In any court action at law or equity that is brought by one of the Parties to this Agreement to enforce or interpret the provisions of this Agreement, the prevailing Party will be entitled to reasonable attorneys’ fees, in addition to any other relief to which that Party may be entitled.

I. Signatures. This Agreement may be signed in two counterparts, each of which shall be deemed an original, with the same force and effectiveness as though executed in a single document.

J. Applicability to Past Activities. Contractor agrees that if and to the extent that Contractor provided any services or made efforts on behalf of or for the benefit of Company, or related to the current or prospective business of Company in anticipation of Contractor’s involvement with the Company, that would have been “Services” if performed during the term of this Agreement (the “Prior Consulting Period”) and to the extent that during the Prior Consulting Period: (i) Contractor received access to any information from or on behalf of Company that would have been “Confidential Information” if Contractor received access to such information during the term of this Agreement; or (ii) Contractor (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of Company, or related to the current or prospective business of Company in anticipation of Contractor’s involvement with Company, that would have been an Invention if conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement, or (b) incorporated into any such item any pre-existing invention, improvement, development, concept, discovery or other proprietary information that would have been a Prior Invention if incorporated into such item during the term of this Agreement; then any such information shall be deemed Confidential Information hereunder and any such item shall be deemed an Invention or Prior Invention hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement. Contractor further acknowledges that Contractor has been fully compensated for all services provided during any such Prior Consulting Period.

K. Protected Activity Not Prohibited. Contractor understands that nothing in this Agreement shall in any way limit or prohibit Contractor from engaging in any Protected Activity. For purposes of this Agreement, “Protected Activity” shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission (“Government Agencies”). Contractor understands that in connection with such Protected Activity, Contractor is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, Contractor agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information to any parties other than the Government Agencies. Contractor further understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Pursuant to the Defend Trade Secrets Act of 2016, Contractor is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

(signature page follows)

The Healing Company, Inc.

Independent Contractor Agreement (Tobias)

IN WITNESS WHEREOF, the Parties hereto have executed this Consulting Agreement as of the date first written above.

The Healing Company, Inc.

Independent Contractor Agreement (Tobias)

EXHIBIT A

SERVICES AND COMPENSATION

1. Contact. Contractor’s principal Company contact:

Name: Katie Tobias

Title: Founder

Email: tobias.katie@gmail.com

Phone: 3122068180

2. Services.

At the Company’s direction, Tobias, by and through Contractor, will serve as Chief Marketing Officer of the Company, and will perform the following Services for the Company, including:

A. Various marketing services, brand and go-to-market strategy, and other operational services spanning brand, growth, retention, public relations, creative, and partnerships matters; and

B. Other services upon request of, and at the direction of, the Company’s Board of Directors of the Company (the “Board”) and CEO from time to time.

Contractor shall provide the Services on a “ramp up” schedule according to the following anticipated basis:

Contractor understands that the aforementioned schedule is based on anticipated needs and is an estimate only, and the Company may require additional time from Contractor, in the Company’s sole discretion.

3. Compensation.

A. Cash Compensation. The Company will pay Contractor $240,000.00 per annum, payable monthly in arrears within fifteen (15) days of the Company’s receipt of an invoice for Services from Contractor month beginning January 2022.

The Healing Company, Inc.

Independent Contractor Agreement (Tobias)

B. Reimbursements.

(1) General. The Company will reimburse Contractor, in accordance with Company policy, for all reasonable expenses incurred by Contractor in performing the Services pursuant to this Agreement, if Contractor receives written consent from an authorized agent of the Company prior to incurring such expenses and submits receipts for such expenses to the Company in accordance with Company policy.

(2) Healthcare. In further consideration of the Contractor’s provision of the Services, the Company shall provide an annual stipend to Contractor during the Term for Contractor’s and Contractor’s employees’ healthcare related expenses, not to exceed $5,000.00 per annum.

(3) Chief and Coaching Reimbursement. Additionally, the Company shall reimburse Contractor for Contractor’s expenses for Tobias’s (1) enrollment in coaching programs, and (2) annual membership of Chief, up to an aggregate maximum of $10,000.00 per annum.

(4) Reimbursement Procedure. Every month, simultaneously with the submission of invoices for Services under Section 3.A of this Exhibit A, Contractor shall submit to the Company a written invoice for all expenses to be reimbursed under this Section 3.B, and such statement shall be subject to the approval of the contact person listed above or other designated agent of the Company. The Company will remit payment for properly submitted and approved invoices within fifteen (15) days following receipt of the invoices by the Company. In order to help prevent adverse tax consequences to Contractor under Section 409A (as defined below), in no event will any payment under Section 3.A. of this Exhibit be made later than the later of March 15^th of the calendar year following the calendar year in which such payment was earned.

A. Equity Compensation. On the Start Date, the Company will grant you an option (“Option”) to purchase seven hundred and seventy thousand (770,000) shares of Common Stock in accordance with the terms of the Company’s Equity Incentive Plan and its standard employee stock option grant agreement, which shall vest in accordance with the terms and conditions outlined in the plan and agreement, and otherwise as described in this Agreement. The Option shall be exercisable at the fair market value of the Common Stock as determined by the Company’s 2021 409A valuation and shall have a term of ten years. The shares subject to the Option (“Shares”) shall vest ratably over the four (4) year period commencing on the Employment Start Date (“Vesting Start Date”) as follows: 25% upon the 12 month anniversary of the Vesting Start Date, and at a rate of 1/48 of the number of shares initially subject to the Option for each full calendar month thereafter (such that 100% of the Shares shall be vested as of the fourth anniversary of the Vesting Start Date), provided that Employee is employed by the Company on each such vesting date.

The Healing Company, Inc.

Independent Contractor Agreement (Tobias)

B. All payments and benefits provided for under this Agreement are intended to be exempt from or otherwise comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (together, “Section 409A”), so that none of the payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. In no event will the Company reimburse Contractor for any taxes that may be imposed on Contractor as a result of Section 409A.

This Exhibit A is accepted and agreed upon as of January 1, 2022.

The Healing Company, Inc.

Independent Contractor Agreement (Tobias)

EXHIBIT 10.8

AGREEMENT OF SERVICES

THIS CONTRACT IS ENTERED INTO ON 10^th January 2022 BETWEEN:

(1)            FLIGHT STORY LIMITED a company registered in England whose registered office is at 4^th Floor 131 Shoreditch High Street, London, E1 6JE and registered number is 13441974 (FSL); and

(2)            THE HEALING COMPANY a company registered in USA whose registered office is at 711 S Carson Street, Suite 4, Carson City, NV 89701 and registered number is 26-2862618 (Client).

BACKGROUND

(A)           The Client wishes to purchase and FSL wishes to provide a range of services and deliverables as more particularly described in one or more Statements of Work on a project basis.

(B)            The parties agree that such services and deliverables shall be supplied in accordance with the terms of this Contract.

NOW IT IS AGREED AS FOLLOWS

1. Definitions

1.1 In these conditions (unless the context otherwise requires):

Advertising Regulation: any present or future applicable code of practice or adjudication of the Committee of Advertising Practice, Broadcast Committee of Advertising Practice or the Advertising Standards Authority and includes any applicable modification, extension or replacement thereof in force from time to time, together with other USA and UK laws, statutes and regulations which are directly applicable to the Services, including but not limited to the Federal Trade Commission Act, the CAN-SPAM Act, the California Consumer Privacy Act, Children’s Online Privacy Protection Act, the Telephone Consumer Protection Act, and the Foreign Corrupt Practices Act.

Affiliates: any company, partnership or other entity which at any time directly or indirectly controls, is controlled by or is under common control with either party including as a subsidiary, parent or holding company.

Associates: a party’s employees, officers, agents, sub-contractors or authorised representatives.

Assumption: any preconditions or requirements (if any) that must (as the case maybe) be in place, true or met for the Campaign to be properly delivered by FSL to the Client which is set out in the applicable Statement of Work.

Authorised Persons: those personnel of FSL and the Client specified in the applicable Statement of Work who have the authority to contractually bind FSL and the Client in all matters relating to this Contract.

Business Day: a day (other than a Saturday or a Sunday) when clearing banks are open for the conduct of normal banking business in London. 

Campaign: any project(s) agreed between the parties from time to time under which FSL is to perform Services and supply Deliverables to the Client, as more fully described in this Contract and the applicable Statement of Work.

Campaign Duration: has the meaning set out in the applicable Statement of Work. 

Client Materials: any data, client equipment, computer systems, software, documents, copy, Intellectual Property Rights, artwork, logos and any other materials or information concerning Client or Client’s Confidential Information that is owned by or licensed to the Client which are provided to FSL and/or its Associates by or on behalf of the Client.

Client Obligations: those obligations (if any) set out in the applicable Statement of Work which must be performed by the Client in order for FSL to be able to perform the Deliverables.

Commencement Date: has the meaning set out in the applicable Statement of Work. 

Contact Information: the contact details (Sales Representative, Primary Contact and other) set out in the applicable Statement of Work and where pursuant to condition 21 FSL will send correspondence.

Contract: this document and the applicable Statement of Work.

Deliverables: the advertising, creative and other materials which are to be provided by FSL as specified in a Statement of Work which comprise the Campaign, including Third Party Materials and FSL Proprietary Materials where applicable.

Effective Date: means the date of this Contract. 

Entity: any company, limited liability partnership, limited partnership or partnership. 

Feedback: the analysis of the Campaign that FSL will disclosed to the Client either during the Campaign and / or at the end of the Campaign.

Force Majeure Event: any act, event, non-happening, omission or accident beyond a party's reasonable control, including but not limited to: strikes; lock-outs or other industrial action; civil commotion; riot; invasion, war (whether declared or not) or threat of or preparation for war; fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster; impossibility of the use of railways, shipping, aircraft, motor transport or any other means of public or private transport; or compliance with any law or governmental order, rule, regulation or direction.

Fees: the sums set out in the Payment Details which are payable by the Client to FSL in respect of the Deliverables.

General Terms: the terms and conditions set out in this Contract but not including any Schedules and/or Statements of Work.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, typography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of

such rights, and all similar or equivalent rights or forms of protection in any part of the world. 

Losses: losses, damages, liabilities, claims, demands, actions, penalties, fines, awards, costs and expenses (including reasonable legal and other professional expenses), subject to condition 18.

Materials: any artwork, copy, models, designs, photographs, commercial, feature film, character, music, voice over, sound recording, performance, book, painting, logo, or any other material protected by Intellectual Property Rights, but not including any software.

Moral Rights: all rights described in Part I, Chapter IV of the Copyright Designs and Patents Act 1988 and any similar rights of authors anywhere in the world.

Payment Details: the relevant details of the applicable Statement of Work which regulate what Fees are due (including discounts) and when the Fees are due to be paid.

Payment Schedule: the specific entries of the Payment Details which set out the terms by which the Client will pay the Fees.

Primary Contact: the person(s) detailed in the applicable Statement of Work who FSL understand are duly authorised to manage the Campaign on behalf of the Client.

Progress Meetings: meetings between the parties as set out in the applicable Statement of Work whereby FSL provides the Client with status reports advising the Client of FSL's progress regarding the Campaign.

Schedule: a schedule attached to this agreement, signed by the parties.

FSL Proprietary Materials: software (including all programming code in object and source code form), methodology, know-how and processes and Materials in relation to which the Intellectual Property Rights are owned by (or licensed to) FSL and which are:

(i)              in existence prior to the date on which it is intended to use them for a Campaign; or

(ii)             created by or for FSL outside of a Campaign and which are intended to be reused across its business.

Services: the Services to be supplied by FSL under this Contract as set out in the relevant Statement of Work, which includes the provision of Deliverables.

Statement of Work: one or more documents in the form set out in Schedule 1 or similar form as agreed and signed by the parties from time to time containing a description of the relevant Campaign.

Term: the period commencing on the Effective Date and ending on the effective date of termination of this Contract in accordance with condition 17.

Territory: the United Kingdom and the United States of America, unless expressly specified otherwise in the applicable Statement of Work. Publication and marketing on globally accessible mediums such as the internet shall not mean that the Territory is deemed to be world-wide.

Third Party Materials: those Materials which are either commissioned by FSL from third parties during the Term and incorporated into the Deliverables, or which have been created by a third party and which are in existence at the time it is desired to make use of them for inclusion in the Deliverables, but which excludes software which is owned or licensed by a third party.

1.2               Headings in this document shall not affect their interpretation.

1.3               As referred to in conditions 26.1 and 26.2 the Statement of Work forms part of the Contract. Any revisions to the Statement of Work may also form part of these conditions.

1.4               A reference to writing or written does not include e-mail.

1.5               Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.

1.6               References to conditions are to the provisions of this document.

2. Application of the Contract

2.1               This Contract shall prevail over any inconsistent terms or conditions contained, or referred to, in any purchase order or confirmation of order produced by the Client, acceptance of a quotation, or specification or other document supplied by the Client, or implied by law, trade custom, practice or course of dealing.

2.2               The Client's standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other document shall not govern the Contract.

3. Appointment and Statements of Work

3.1               During the Term, FSL shall perform the Services and (where relevant) shall supply the Deliverables to the Client in the Territory in accordance with agreed Statements of Work.

3.2               The parties may agree new Campaigns from time to time by agreeing a new Statement of Work in writing. Once a Statement of Work has the signature of both parties' Authorised Persons, such Statement of Work shall automatically form part of this Contract.

3.3               A Statement of Work may include one or more Schedules which incorporate additions and amendments to these General Terms to reflect the different types of Services to be provided for the relevant Campaign. Any such Schedules shall form part of this Contract only for the duration of the relevant Campaign set out in the Statement of Work.

3.4               FSL will not be obliged to perform any work on behalf of the Client until the Statement of Work has been signed by both parties.

4. Term

4.1               This Contract shall commence on the Effective Date and shall continue until terminated in accordance with condition 17.

4.2               Each Campaign shall commence on the Commencement Date and shall continue until expiry of the Campaign Duration, subject to earlier termination in accordance with the terms of condition 17.

5. Fees

5.1               The Fees specified and all other sums payable to FSL are exclusive of Value Added Tax and any other applicable sales tax (unless otherwise stated) which shall also be payable by the Client at the rate prevailing from time to time.

5.2               Unless the Fees specified are fixed Fees, the Fees specified do not include travel, hotel or subsistence expenses or the cost of materials and external services incurred in providing the Deliverables. FSL shall be responsible for all costs and fees related to or arising out of the Services unless otherwise agreed to in advance by Client. All expenses for which Client may reimburse FSL shall be authorized in advance in writing and supported by receipts.

5.3               FSL reserves the right to revise the fee rates if a change to the Deliverables is agreed pursuant to condition 9.2. Any such change will be:

5.3.1           notified to the Client for approval;

5.3.2           reasonable and proportionate to the agreed change to the Deliverables; and

5.3.3           if the Client does not agree to the revised fee then FSL is under no obligation to deliver the revised Deliverables.

6. Third Party Costs

6.1               Unless the Fees specified are fixed Fees, FSL will invoice the Client in respect of all third party costs incurred by FSL on behalf of the Client in performing the Services, subject to the Client approving all such costs in advance in writing ("Third Party Costs").

7. Payment

7.1               FSL shall submit an invoice in respect of the Fees in accordance with the Payment Schedule.

7.2               If the Client fails to pay any sum due under this Contract within thirty (30) days of its due date (except in the event of termination by either party or breach by FSL):

7.2.1           the Client recognises that FSL may incur administration time and costs that may be caused by the Client’s failure to pay the invoice in accordance with these Terms and FSL is entitled to recover such costs.

7.3               If the Client fails to pay any sum due under this Contract, FSL may, without prejudice to any other remedy, suspend the Campaign until the payment is made; in which case the Fees shall be increased by the amount of the costs and expenses of FSL occasioned by such suspension and the subsequent resumption of work and the Client shall grant a reasonable extension of time to conclude the Campaign.

8. Non Solicitation

8.1               Both the Client and FSL agrees that during the duration of the Campaign and for twelve (12) months thereafter it shall not employ or engage whether directly or indirectly on any other basis or offer such employment or engagement to any person employed or engaged by FSL who has been associated with the Campaign without FSL's prior agreement in writing. This provision does not apply to person who independently applies for employment to Client through published job openings.

9. The Campaign

9.1               FSL shall provide the Client with status reports advising the Client of FSL's progress regarding the Campaign. The frequency of the Progress Meetings and how the Campaign will be evaluated shall be as set out in the Statement of Work. The parties acknowledge that should (for whatever reason) FSL does not provide status reports then that is a breach of warranty of the Contract and not a condition of the Contract and will not entitle the Client to withhold payment of Fees.

9.2               Either party can request changes to the Campaign at any time. Each party shall have the right to reject on reasonable grounds any such change requested by the other party. The Statement of Work will be updated to include the relevant changes and the revisions will form part of the Contract.

9.3               The Client recognises that FSL will not organise a campaign that FSL believes is likely to:

9.3.1           mislead consumers; or

9.4               If FSL consider that a campaign falls into in a manner that is Prohibited Behaviour FSL shall on written notice suspend the Campaign and unless FSL’s concerns are rectified the campaign shall terminate.

10. FSL Obligations

10.1             Until Client notifies FSL otherwise, the following procedure shall apply to publication and distribution of all media: FSL will provide to Client a copy of each proposed media for publication or distribution for Client’s review at least five business days before planned publication or distribution of the media. Client will either approve the media, reject the media, or approve the media contingent on changes being made, in each case in writing. Each media will only be published or distributed if approved in writing by Client. If media is approved in writing contingent upon changes being made, FSL will resubmit the media to Wejo at least two business days prior to the planned publication and will not be published unless approved in writing by media.

11. Client Obligations

11.1            The Client acknowledges that the performance by FSL of the Campaign is dependent upon the Client's prompt performance of the Client Obligations which include, among others, the responsibilities described in this condition 11 and the Statement of Work.

11.2             The Client will give FSL full and clear instructions as to its requirements for the Services and Deliverables to be included in a Statement of Work, including full details of the dates by which each stage of the proposed Services and Deliverables are to commence and finish.

11.3             The Client will promptly supply to FSL (at no charge) any Client Materials reasonably required by FSL or otherwise necessary to provide the Services and Deliverables and shall ensure that it has all rights and licences in place to enable use by FSL of all Client Materials.

11.4             The Client agrees to make available to FSL an Authorised Person named in the Statement of Work who shall be authorised to make binding decisions for the Client with regard to this Contract, including any change to the Campaign or other variation hereto.

11.5             Where participation by, or access by FSL to, the Client's personnel is necessary for the Campaign, the Client shall procure such personnel to be available at the times reasonably required by FSL. The Client shall use its best endeavours to meet any reasonable timetable proposed by FSL. Furthermore, where such personnel participate in the Campaign, the Client shall ensure that such personnel possess the appropriate skills and experience for the tasks assigned to them.

11.6             The Client shall notify FSL in writing should it become aware of any information which it considers or suspects may impact upon the Campaign, including if the Client considers that any Deliverables submitted to the Client by FSL for approval are false or misleading or in any way contrary to law or applicable Advertising Regulation.

11.7             If the Client does not consistently fulfil its obligations under or in connection with this Contract (including its payment obligations), then to the extent that such failure prevents FSL from performing any Services and/or providing any Deliverables in accordance with this Contract, FSL will be relieved of its obligations to the Client, and FSL shall not be liable for any Losses incurred by the Client as a result of any such failure. In the event that FSL terminates the Agreement pursuant to this Section 11.7, Client shall have no further obligations to FSL hereunder, including the payment of Fees.

12. Service Delivery

12.1          FSL will give the Client full and clear instructions as to the Client Materials it reasonably requires for the purposes of performing the Services and providing the Deliverables.

12.2          FSL shall:

(a)           apply such time, attention, and reasonable skill and care as may be necessary or appropriate for its proper performance of the Services and provision of the Deliverables;

(b)           comply with all lawful and reasonable directions regarding the Services and Deliverables communicated to it from time to time by the Client (provided such directions do not materially deviate from or add to the Statement of Work);

(c)           keep Client Materials reasonably safe and secure while they are in the possession or control of FSL; and

(d)           deliver all Deliverables by the dates set out in the applicable Statement of Work or any other delivery date(s) agreed by the parties in writing.

12.3          If at any time FSL becomes aware that it may not be able to perform the Services or deliver any Deliverables by any date set out in the applicable Statement of Work (or any other deadline agreed by the parties in writing), FSL will promptly notify the Client and give details of the reasons for the delay. Any such delays in the delivery of any deliverables hereunder shall proportionately delay Client’s payment obligations hereunder.

13. Personnel

13.1          FSL will allocate suitable personnel with appropriate levels of experience and seniority to provide the Services. The Client acknowledges and agrees that it may be necessary for FSL to replace the personnel providing the Services with alternative personnel with similar levels of seniority and experience.

14. Campaign Management

14.1          During the Term, FSL will keep the Client fully informed as to the progress and status of all Services and Deliverables including through Progress Meetings. FSL will prepare and submit written reports at such intervals and in such format as is agreed by the parties and will promptly inform the Client of any actual or anticipated problems relating to delivery of the Deliverables.

15. Approval Process

15.1          Where a party is asked to give approval under or in connection with this Contract, such approval shall not be unreasonably withheld or delayed.

15.2          FSL may from time to time during Progress Meetings seek the Client's prior approval of any draft Deliverables and such approval will be FSL’s authority to proceed with the use of the relevant Deliverables.

15.3          In the event that the Client does not approve of any matter requiring approval it shall notify FSL of its reasons for disapproval within 5 days of FSL's request, or in accordance with any time frame set out in the Statement of Work or as otherwise agreed in writing. If the Client does not notify FSL of its disapproval in accordance with this condition 14.3, it shall be deemed approved.

15.4          In the event of any delay or failure of the Client giving approvals (or disapprovals) requested under or in connection with this Contract, FSL will not be liable for any resulting delays or adverse impact caused to the delivery of the Campaign.

15.5          Until Client notifies FSL otherwise, the following procedure shall apply to publication and distribution of all media: FSL will provide to Client a copy of each proposed media for publication or distribution for Client’s review at least five business days before planned publication or distribution of the media. Client will either approve the media, reject the media, or approve the media contingent on changes being made, in each case in writing. Each media will only be published or distributed if approved in writing by Client. If media is approved in writing contingent upon changes being made, FSL will resubmit the media to The Healing Company at least two business days prior to the planned publication and will not be published unless approved in writing by Client.

16. Intellectual Property Rights

16.1          FSL acknowledges that ownership of Client Materials and ownership of all Intellectual Property Rights in any Client Materials (including any modifications or adaptations of such Client Materials produced in the course of providing the Services and Deliverables) shall remain vested in the Client or its licensors. The Client hereby grants to FSL a non-exclusive, revocable licence during the applicable Campaign Term to use the Client Materials solely for the purposes of providing the Services and Deliverables.

16.2          Subject to the remaining provisions of this condition 16 and subject to FSL receiving payment of all applicable Fees, FSL shall assign to the Client absolutely with full title guarantee (by way of a present assignment of present and future rights) all of the Intellectual Property Rights in Campaign Materials which are delivered to and paid for by Client, and are capable of being assigned, together with the right to sue for past infringement of the Intellectual Property Rights in Campaign Materials.

16.3          The Client acknowledges that all Intellectual Property Rights in FSL Proprietary Materials shall be owned by and remain the property of and vested in FSL. Subject to FSL receiving payment of all Fees FSL hereby grants to the Client a non-exclusive, revocable (only for non-payment of applicable Fees) royalty-free licence to use such FSL Proprietary Materials as are included in the Deliverables, in the Territory, for so long as Client is not in material breach of this Agreement, and for the purposes set out

in the Statement of Work.

16.4          FSL shall use all reasonable endeavours to obtain all usage rights in the Third Party Materials as shall be necessary in order that the Client can use such Third Party Materials for the purposes set out in the Statement of Work. If FSL is unable to secure necessary usage rights for any Third Party Materials, FSL shall not incorporate those Third Party Materials into the Campaign Materials. FSL shall notify the Client in writing of any restrictions on usage and any other contractual restrictions arising in respect of such Third Party Materials, and if Client agrees to accept the Third Party Materials under the restrictions, the Client hereby indemnifies and keeps FSL indemnified against any Losses suffered by FSL as a result of the Client or its Affiliates breaching any such restrictions. If so requested by the Client, FSL shall use reasonable endeavours to obtain an assignment of the Intellectual Property Rights in the Third Party Materials at the Client's cost. FSL indemnifies and keeps Client indemnified against any Losses suffered by Client as a result of the FSL failing to procure usage rights to Third Party Materials necessary for the full use of any Third Party Materials in accordance with the Statement of Work and the Deliverables; this indemnity does not apply to any restrictions on usage agreed to by Client according to this paragraph.

16.5          FSL represents and warrants that its work under this Agreement and the Deliverables will not infringe, misappropriate, or violate any third party proprietary or intellectual property rights (whether copyright or any other recognizable intellectual property right), right to privacy or publicity of any third party, or constitute unfair competition or trade practices under the laws of any jurisdiction.

16.6          FSL agrees, at the Client’s request and expense, to take all such actions and execute all such documents as are necessary (in the Client’s reasonable opinion) to enable the Client to obtain, defend or enforce its rights in the Deliverables, and shall not do or fail to do any act which would or might prejudice the Client’s rights under this condition 16.

16.7          To the extent permitted by law and subject to FSL receiving payment of all applicable Fees, FSL shall ensure that all Moral Rights in FSL Proprietary Materials included in the Deliverables are waived (or where not lawfully possible to waive Moral Rights, FSL agrees not to assert any Moral Rights in respect of Campaign Materials). Subject to FSL receiving payment of all applicable Fees that are attributable to Campaign Materials, FSL shall use its reasonable endeavours to ensure that all Moral Rights in Third Party Materials are waived (or where not lawfully possible to waive Moral Rights, to procure that Moral Rights are not asserted in respect of Third Party Materials).

16.8          Notwithstanding any of the above and save as otherwise expressly provided for in a Statement of Work or the Schedule(s), FSL shall:

(a)     be able during and after the Term to use any Deliverables which have been broadcast, published, distributed or otherwise made available to the public, and the Client’s name and logo for the purposes of promoting its work and its business including on FSL’s website, in credentials pitches and in its showreel, provided that any such use by FSL shall be subject to the Client’s prior written approval granted in the Client’s sole discretion; and

(b)     retain all know-how obtained in connection with the Services and Deliverables.

16.9          For the avoidance of doubt, FSL shall not be liable under or in connection with this Contract for any modifications, adaptations or amendments to any Deliverables made by the Client or by a third party on the Client’s behalf, nor in the event that any fault, error, destruction or other degradation in the quality and/or quantity of the Deliverables arises due to the acts or omissions of the Client and/or its Associates.

16.10        The terms of and obligations imposed by this condition 16 shall survive the termination of this Contract for any reason.

17. Confidentiality and Publicity

17.1          Neither party shall during the term of this Contract or after its termination disclose to any third party any confidential information of the other party (except as required by law or with the prior written consent of the other party). "Confidential Information" of the other party means any document, material, idea, data or other information of whatever nature which is obtained either in writing, visually or electronically (including but without limitation to the generality of the foregoing, software, photographs, videos or recordings of visual images on any media and which relates either to FSL's or the Client's research and development, trade secrets or business affairs or which is marked confidential and disclosed by either party to the other for the purposes hereof). Confidential Information of the other party does not however include any document, material, idea, data, or other information which:

17.1.1        is known to the receiving party under no obligation of confidence, at the time of disclosure by the other party; or

17.1.2        is or becomes publicly known through no wrongful act of the receiving party; or

17.1.3        is lawfully obtained by the receiving party from a third party who in making such disclosure breaches no obligation of confidence to the other party; or

17.1.4        is independently developed by the receiving party; or

17.1.5        is disclosed by the other party to a third party under no obligation of confidence.

17.1.6       Notwithstanding this condition 17, if FSL receives actual notice that FSL is or may be required by law or legal process to communicate or divulge any such Confidential Information, unless otherwise prohibited by law or regulation, FSL shall promptly so notify the Client, and FSL shall ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own Confidential Information.

17.2          Neither party shall at any time, whether during the Term or at any time thereafter, without the prior written approval of the other party, use, disclose, exploit, copy or modify any of the other party’s Confidential Information, or authorise or permit any third party to do the same, other than for the sole purpose of the exercise of its rights and/or the performance of its obligations in connection with this Contract.

17.3          The Client acknowledges that nothing in this Contract shall affect FSL’s right to use as it sees fit any general marketing or advertising intelligence gained by FSL in the course of its appointment so long as such general marketing or advertising intelligence does not include and is not related to Client Materials or Client Confidential Information.

17.4          Each party hereby indemnifies the other party from and against all Losses arising out of or in connection with the other party’s breach of this condition 17, including breach by each party’s Associates.

17.5          The terms of and obligations imposed by this condition 17 shall survive the termination of this Contract for any reason.

18. Termination

18.1          The Client cannot terminate the Contract without Cause until the Campaign has been completed but if the Client without cause terminates prior to that the Client will pay FSL the outstanding fees.

18.2          Termination of Agreement for Cause. Client shall also have the right to terminate this Agreement immediately for Cause upon written notice to FSL. As used in this Agreement, “Cause” shall mean: (1) breach of any material obligation of FSL under this Agreement including, without limitation, confidentiality obligations; (2) commission by FSL of any act of dishonesty, fraud, theft or harassment in connection with the performance of the Services; (3) unethical or illegal conduct by FSL in connection with the performance of the Services; or (4) FSL’s neglect or poor performance of the Services which conduct continues or resumes after written notice to FSL.

18.3             Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other immediately on giving written notice to the other if:

18.3.1        either party gives notice to terminate the Contract pursuant to condition 18.3;

18.3.2        the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or

18.3.3        the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

18.3.4        the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or

18.3.5        the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or

18.3.6        a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or

18.3.7        an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or

18.3.8        a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or

18.3.9        In the event a party determines in good faith that continuation of the contract is harmful to the party’s brand or reputation;

18.3.10    the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

18.3.11    there is a change of control of the other party (as defined in section 574 of the Capital Allowances Act 2001).

18.4             On termination of the Contract for any reason:

18.4.1        If FSL terminates this Agreement for any reason or Client terminates this Agreement pursuant to conditions 18.2 or 22, the Client shall immediately pay to FSL all of FSL's outstanding unpaid invoices and interest including during the notice period and, in respect of Deliverables supplied but for which no invoice has been submitted, FSL may submit an invoice, which shall be payable immediately on receipt;

18.4.2        (unless the Client lawfully terminates this Agreement pursuant to conditions 18.2 or 22, whereupon the Client’s exposure will be restricted to the sums referred to in condition 18.4.1) then the remaining Fees (as detailed on the relevant Payment Schedule) will become immediately due to be paid by the Client to FSL;

18.4.3        each party shall also promptly return to the other (1) all materials owned by the other (except for copies authorized under this Agreement), and (2) all Confidential Information of other party and provide to the other written confirmation that all such items have been returned or destroyed; and

18.4.4        the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination (in particular but not limited to conditions 8.1, 8.2, 16, 17, and 20), shall not be affected.

19. Compliance with Laws and Regulations

19.1           FSL represents and warrants that all work under this Agreement will not violate any laws or Advertising Regulation. FSL’s publications and distributions hereunder will be in accordance with the guidelines established by the United States Federal Trade Commission (the “FTC”), including without limitation the FTC’s guidelines for endorsements in advertising and native advertising.

20. Limitation of Liability

20.1             Except in case of breach of warranty or indemnity, this condition 20 sets out the entire financial liability of FSL to the Client in respect of any breach of the Contract including any deliberate personal repudiatory breach by FSL and any representation, statement or tortious act or omission (including

negligence) arising under or in connection with the Contract.

20.2             Except as expressly stated, all contractual warranties, contractual conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

20.3             The Client recognises that:

20.3.1        the nature of FSL’s work means that although all the Deliverables will be effected no guarantee that the Campaign will lead to increased revenue or a more prominent web presence. The services offered by FSL and any Campaign will by their nature be speculative;

20.3.2        the idea or methodology behind any Campaign and the decision to proceed with a particular Campaign will always be the Client’s and FSL will always rely on the knowledge that the Client has of its business.

20.4             Nothing in these conditions limits or excludes the liability of FSL:

20.4.1        for death or personal injury resulting from negligence;

20.4.2        for any breach of expressly granted warranty or indemnity;

20.4.3        for any damage or liability incurred by the Client as a result of gross negligence, wilful misconduct, fraud, or fraudulent misrepresentation by FSL;

20.5             Subject to conditions 20.2 and 20.3, unless such losses arise out of the indemnifying party’s gross negligence, wilful misconduct, fraud, or fraudulent misrepresentation, neither party shall be liable to the other for:

20.5.1        loss of profits;

20.5.2        loss of business;

20.5.3        depletion of goodwill and/or similar losses;

20.5.4        loss of anticipated savings;

20.5.5        any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

20.5.6        Except for breach of warranty or indemnity, FSL's total liability in contract, tort (including ordinary negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the aggregate of the Fees paid by the Client at the time of breach.

20.6             If FSL's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, FSL shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.

20.7             FSL takes no responsibility for any defects in the Campaign which are caused by:

20.7.1        the Assumptions being incorrect or misleading;

20.7.2        any loss to the Client resulting from, or substantially caused by, the Client’s failure to comply with its Client Obligations;

20.7.3        the omissions or negligence of the Client (including its contractors or employees); or

20.7.4        any problems with the Client’s information technology systems.

21. Client Warranties

21.1             The Client warrants and undertakes that:

21.1.1        it has full power and authority to enter into this Contract and that by doing so it will not be in breach of any obligation to a third party;

21.1.2        the Client Materials will not, when used in accordance with this Contract and any written instructions given by the Client, infringe third party Intellectual Property Rights;

21.1.3        to the best of its knowledge and belief, the Client Materials will comply with all applicable laws and regulations including all Advertising Regulations; and

21.1.4        the Client Materials are accurate and complete in all material respects.

22. Force Majeure

22.1             Neither party shall be liable for any delay in performing or for failure to perform any of its obligations under this Contract to the extent that and for so long as the delay or failure results from a Force Majeure Event.

22.2             The party whose performance is affected by a Force Majeure Event shall, as soon as reasonably practicable after becoming aware of the Force Majeure Event, notify the other party in writing of the circumstances of the Force Majeure Event and the other party shall grant a reasonable extension for the performance of this Contract, provided however that if either party shall have been so prevented from meeting its obligations for more than twenty (20) Business Days following the receipt of such notice, then either party may terminate this Contract forthwith upon written notice. Each party shall use its reasonable endeavours to minimise the effects of any Force Majeure Event. In the event that either party terminates this Agreement due to a Force Majeure Event, FSL shall be entitled to be paid for Services satisfactorily and properly performed prior to the effective date of termination in accordance with the Contract, and Client shall have no further financial obligations towards FSL.

23. Notices and other Communications

23.1             Any notice which expression includes any other communication whatsoever which is made in accordance with this Contract, should refer to this Contract and shall without prejudice to any other method of giving it be sufficiently given if it is sent by registered or recorded delivery first class post to the other party to the address (as the case maybe) FSL’s registered office or in the case of the Client the address stated in the Statement of Work or to such other address as the respective party may advise by notice in writing from time to time.

23.2             Notices shall be deemed to have been properly given after three (3) Business Days in the case of notices posted from the United Kingdom to a destination therein and eight (8) Business Days in the case of all other notices posted internationally.

23.3             For the purpose of this condition 23 and calculating deemed receipt all references to time are to local time in the place of deemed receipt.

23.4             This condition 23 does not apply to the service of any proceedings or other documents in any legal action or other method of dispute resolution.

24. Assignment

24.1           No right or obligation under this Contract shall be assigned or transferred by either party without the prior written approval of the other party. FSL may not sub-contract the performance of any of its obligations under this Contract to third parties without the Client's consent. In the event that Client authorizes FSL’s use of a subcontractor, FSL shall ensure such subcontractor agrees to and is bound by the terms of this Agreement. Any such authorized sub-contracting shall not relieve FSL from its obligations to the Client under this Contract.

25. Data Processing

25.1             Definitions and Interpretation

25.1.1        For the purposes of this condition 25, the following terms shall have the meanings set out below:

"Affiliate" means any company, partnership or other entity which at any time directly or indirectly controls, is controlled by or is under common control with either party including as a subsidiary, parent or holding company; 

“Applicable Laws” means the laws of any Member State of the European Union or the laws of the European Union applicable to the Data Processor and any other applicable law;

“Data Protection Legislation” means (i) the EU Directive 95/46/EC as transposed into domestic legislation of each Member State as amended, replaced or superseded from time to time including by the GDPR and laws implementing or supplementing the GDPR ; and (ii) to the extent applicable, the data protection laws of any other country, including the United Kingdom if the GDPR ceases to have direct effect in the United Kingdom;

“Data Controller” has the meaning set out in the Data Protection Legislation;

“Data Processor” has the meaning set out in the Data Protection Legislation;

“Data Subject” has the meaning set out in the Data Protection Legislation; “GDPR” means General Data Protection Regulation ((EU) 2016/679);

“Personal Data” has the meaning set out in the Data Protection Legislation;

“Sub-processor” means any person appointed by or on behalf of the Data Processor to process Personal Data on behalf of the Data Controller in connection with this Contract.

Save as otherwise defined above, defined terms in this clause shall have the meaning given to them in this Contract.

 25.2             Data Protection

25.2.1        Both parties will comply with all applicable requirements of the Data Protection Legislation. This condition 25 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

25.2.2        The parties acknowledge that for the purposes of the Data Protection Legislation and this condition 25, unless otherwise agreed between the parties, for data provided by Client, the Client is the Data Controller and the Agency is the Data Processor.

25.2.3        The Data Controller warrants and undertakes that it has all necessary rights to provide personal data to the Data Processor and to require the Data Processor to process personal data on its behalf.

25.2.4        The obligations contained in this condition 25 shall apply to any Affiliate of the Data Processor who processes data under this Contract.

25.2.5        The Data Controller sets out the scope, nature and purpose of processing by the Data Controller, the duration of the processing and the types of Personal Data and categories of Data Subject.

25.2.6        Without prejudice to the generality of condition 25.2.1, the Data Controller will ensure that it is lawfully to enable the transfer of the Personal Data to the Data Processor for the duration and for the purposes of this Contract.

25.2.7        Without prejudice to the generality of condition 25.2.1, the Data Processor shall, in relation to any Personal Data processed in connection with the performance by the Data Processor of its rights and obligations under this Contract:

25.2.7.1                 process that Personal Data only on the written instructions of the Data Controller unless the Data Processor is obliged to process such Personal Data by the Applicable Laws;

25.2.7.2                 ensure that it has in place technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;

25.2.7.3                 take all reasonable steps to ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential and that access to Personal Data is limited to those individuals who need to have access to Personal Data for the purposes of this Contract;

25.2.7.4                 assist the Data Controller, at the Data Controller's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; and

25.2.7.5                 notify the Data Controller on becoming aware of a serious Personal Data breach.

25.2.8        The Data Processor shall not appoint any other Sub-Processor without the Data Controller's prior written consent. The Data Processor confirms that it has entered or (as the case may be) will enter with any appointed Sub-Processor into a written agreement incorporating terms which are substantially similar to those set out in this condition 25. As between the Data Controller and the Data Processor, the Data Processor shall remain fully liable for all acts or omissions of any Sub-Processor appointed by it pursuant to this condition 25.2.8.

25.2.9          The Data Processor may, at any time on not less than 30 days’ notice, revise this condition 25 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme.

26. No Partnership or Agency

26.1             Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

27. Legal Construction

27.1             The parties have populated the Statement of Work appended to this Contract which pertains to the Campaign. Where the Statement of Work is not referred to in the document that information is not legally binding.

27.2             This Contract constitutes the entire agreement reached between the parties with respect to the Campaign. It supersedes all prior proposals (and details on the Statement of Work which are not expressly referred to in this document) and no other representations, understandings and contracts, whether oral or written, and all other communications save for any fraudulent misrepresentation shall form a term herein.

27.3             In the event of a conflict between this document and the Statement of Work, the terms of this document shall prevail.

27.4             The failure of either party to enforce or exercise at any time any term or any right under this Contract does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect that party’s later right to enforce or to exercise it.

27.5             The rights and obligations of the parties under this Contract shall remain in full force and effect, except and only to the extent that they are so modified or varied.

27.6             If any condition, provision or any part of this Contract becomes invalid, illegal or unenforceable in any respect under any law or for any other reason whatsoever, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.

27.7             No modification or variation of this Contract shall be valid unless made in writing and signed by an authorised representative of each party. No modification or variation of this Contract shall affect any rights, obligations or liabilities under this Contract which have already accrued to the date of such modification or waiver. The rights and obligations of the parties under this Contract shall remain in full force and effect, except and only to the extent that they are so modified or varied.

27.8             No delay or failure of either party in enforcing against the other party any term or condition of this Contract, and no partial exercise by either party of any right hereunder, shall be deemed to be a waiver of any right of that party under this Contract.

27.9             This Contract shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.

27.10         No third party shall acquire rights pursuant to the Contracts (Rights of Third Parties) Act 1999.

[signatures on next page]

IN WITNESS WHEREOF, the parties have caused this Contract to be signed by their respective duly authorized representatives as of the Effective Date.

FLIGHT STORY			THE HEALING COMPANY
Signature:			Signature:
Print Name: Oliver Yonchev			Print Name: Simon Belsham
Title: COO			Title: CEO

EXHIBIT 10.10

R. Agency (Rebecca Abigail PR LTD)

4th Floor

12 Little Portland Street

London

W1W 8BJ

Katie Tobias

The Healing Company

711 S Carson Street

Suite 4