CRYPTO CURRENCY TAX AND ANALYTICS AGREEMENT

RECITALS

WHEREAS, Analyst has specialized financial skills, experience and knowledge to help the Company with its fully reporting requirements;

WHEREAS, the Company is desirous of retaining Analyst’s services as an Independent Contractor and Analyst is desirous of formalizing a new relationship with the Company;

WHEREAS, the Company is willing to enter into an agreement with the Analyst to provide services for the Company, but only upon the terms and condition provided for hereinafter; and

NOW, THEREFORE, IN CONSIDERATION of the mutual promises made herein and certain additional valuable consideration, as provided for hereafter, it is AGREED, that

• • Engagement of the Analyst and in connection therewith agrees to perform the following services (the “Services”):
    • Consult with the Company's Board of Directors, the officers of the Company, and the heads of the Company’s administrative staff, at reasonable times.
    • The Analyst shall be responsible for overseeing aspects of a company's financial results.
    • In net, the Analyst acts as an external part-time CFO/Controller providing the Company with the tools, systems and support necessary to complete the financial reporting responsibilities of the business.
  • The Company agrees to retain Analyst to provide such services under the terms and conditions set forth herein. Analyst agrees to render all services under this Agreement in a professional and business-like manner and in full accordance with the terms and conditions of this Agreement. During the term of this Agreement, Analyst shall devote his energy, skill and best efforts to promote The Company’s business and affairs and to perform his duties hereunder.
• COMPENSATION AND TERM.
  • The Company shall pay the Analyst for his loyal and consistent services as follows:
  • REMUNERATION AND TERM. For a period one year, the Analyst will be paid $200.00 per hour with an initial retainer amount. Once this is used up, hours billable will be invoiced within seven days following the end of the billed month following the rendering of services to the Company.
• INDEPENDENT CONTRACTOR STATUS.
  • The Analyst is an independent contractor. The Analyst shall not be deemed for any purpose to be an employee or agent of Company, and neither party shall have the power or authority to bind the other party to any contract or obligation. The Analyst is not entitled to unemployment insurance or workers compensation insurance and the Analyst shall be solely responsible for timely remittance to appropriate authorities of all federal, state, and local taxes and charges incident to the provision of and payment of compensation for Services, and to the operation of the Analyst’s business, including but not limited to payment of worker’s compensation insurance premiums, social security taxes (FICA, FUTA, OASDI, Medicare hospitalization), and federal and state income taxes (including quarterly estimated taxes).
  • THE ANALYST CONSULTANT SHALL NOT HOLD HIMSELF OUT OR OTHERWISE REPRESENT HIMSELF TO ANY PERSON OR ENTITY AS ANYTHING OTHER THAN AN INDEPENDENT ANALYST OF THE COMPANY, REGARDLESS OF ANY TITLE OR DESIGNATION THAT THE ANALYST MAY HOLD WITH THE COMPANY.
• BEST EFFORTS OF ANALYST - The Analyst is expected to fulfill the business of the Company and all of the duties that may be required by the terms of this Agreement to the reasonable satisfaction of the Company. The Analyst shall at all times faithfully, with diligence and to the best of his ability, experience and talents, perform all the duties that may be required of and from him pursuant to the express and implicit terms hereof to the reasonable satisfaction of the Company.  Such services shall be rendered at such at this place or places as the Company shall in good faith require or as the interest, needs, business or opportunity of the Company shall require.
• EXPENSES - Only upon prior approval of management, the Analyst is authorized to incur reasonable expenses. The Company shall reimburse the Analyst for all such expenses on the presentation by the Analyst, from time to time, of an itemized account of such expenditures in accordance with the guidelines set forth by the Internal Revenue Service for travel and entertainment.
  • The Analyst can terminate this agreement by giving the Company thirty (30) days notice to the Company. The Company can terminate this agreement by giving the Analyst thirty (30) days notice.
  • The Company can terminate this agreement immediately, without penalties, by demonstrating willful misconduct, malfeasance, gross negligence or other like conduct adversely affecting the best interests of the Company, including, without limitation, (i) the failure or neglect by the Analyst to perform his duties hereunder; (ii) the commission of any felony against the Company, including, without limitation, any fraud against the Company, any of its affiliates, clients or customers of the Company.
• CONFIDENTIALITY - The Analyst shall not divulge to others any information he may obtain during the course of his term relating to his services for the Company without first obtaining written permission of the Company.
• OWNERSHIP - Any intellectual property, including but not limited to inventions, designs, reports, software, or other materials created or developed by the Analyst during the term and as part of this agreement, shall be and remain the exclusive property of the Company.
• ASSIGNMENT OF RIGHTS - The Analyst hereby assigns and transfers to the Company all rights, title, and interest in and to such intellectual property. The Analyst agrees to promptly disclose and provide all necessary assistance to perfect, register, or document the Company's rights in such intellectual property.
• SURVIVAL - The provisions of this section shall survive the termination or expiration of this agreement.
• DISCLOSURE OF CONFLICTS - The Analyst agrees to promptly disclose to the Company any situation or interest that may present a conflict with the best interests of the Company. This includes but is not limited to, any financial, business, or personal interests that may affect the Analyst's ability to impartially perform their duties under this agreement.  Upon disclosure of any potential conflict of interest, the Analyst and the Company shall work together in good faith to determine appropriate measures to address or mitigate the conflict. This may include modifying responsibilities, reassigning tasks, or other actions deemed necessary.
• RETURN OF DOCUMENTS - On termination of the Analyst’s services with the Company, or at any time upon the request of the Company or its affiliates, the Analyst shall return to the Company all documents, including all copies thereof, and all other property relating to the business or affairs of the Company, including, without limitation, customer lists, agents or representatives lists, commission schedules and information manuals, letters, materials, reports, lists and records (all such documents and other property being hereinafter referred to collectively as the “Materials”), in his possession or control, no matter from whom or in what manner he may have acquired such property. The Analyst acknowledges and agrees that all of the Materials are property of the Company and releases all claims of right of ownership thereto.

• MUTUAL INDEMNITIES - THE COMPANY AND ANALYST JOINTLY AGREE TO AND SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS, AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEYS’ FEES, FOR INJURY TO OR DEATH OF ANY PERSON, OR FOR DAMAGE TO ANY PROPERTY, ARISING OUT OF EITHER NEGLIGENCE OR MISCONDUCT IN CONNECTION WITH THE WORK DONE BY ANALYST UNDER THIS AGREEMENT; PROVIDED THAT THIS INDEMNIFICATION SHALL NOT APPLY IN THE EVENT OF ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY THE ANALYST.
• ASSIGNMENT OF CONTRACT - Analyst may not assign his rights under this Agreement without the written consent of the Company.
• GOVERNING LAW - This Agreement, and the rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Colorado without regard to principles of conflict of laws. Each of the parties waives any right to object to the jurisdiction or venue of such courts or to claim that such courts are an inconvenient forum.
• ENTIRE AGREEMENT AMENDMENT - This Agreement constitutes the entire Agreement, representation and understanding of the parties hereto with respect to the subject matter hereof, and no amendment or modification shall be valid or binding unless made in writing and signed by the parties to this Agreement. This Agreement supersedes any and all other agreements, either oral or written, between the Company and Analyst with respect to the subject matter hereof, and contains all of the covenants and agreements between the parties relating in any way to Analyst’s services for the Company.
• NOTICES - All notices or other communications required or permitted hereunder shall be in writing.
• MODIFICATION AND WAIVER - No change or modification of this Agreement shall be valid or binding upon the parties hereto unless such change or modification shall be in writing and signed by the Company and Analyst. No course of dealing between the Company and Analyst, nor any waiver by the Company of a breach of any provision of this Agreement, or delay in exercising any right under this Agreement, shall operate or be construed as a waiver of any subsequent breach by Analyst.
• NO PARTNERSHIP OR JOINT VENTURE - Nothing in this Agreement is either intended and should not in any way be construed to create any form of joint venture, partnership or agency relationship of any kind between the Company and Analyst. The parties expressly disclaim any intention of any kind to create any such relationship between themselves.

IN WITNESS WHEREOF, the parties have executed this Agreement or caused this Agreement to be executed on the date first set forth above.