EX-10.4 5 ex10-4.htm





THIS AGREEMENT (this “Agreement”) is made as of May ___, 2018, and is by and between Frélii, Inc.., a Nevada corporation with a principal address of 2600 W. Executive Pkwy., Suite 500, Lehi, UT 84045 (hereinafter referred to as “Company”) and Jayson Uffens, an individual with a principal address of __________________________________________________ (hereinafter referred to as “Director”).




The Board of Directors of the Company desires to appoint Director to the Company’s Board of Directors and to have Director perform the duties of a director, and Director desires to be so appointed and to perform such director duties in accordance with the terms and conditions of this Agreement.




In consideration for the mutual promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, Company and Director hereby agree as follows:


1. DUTIES. The Company requires that Director be available to perform the duties of a director customarily related to this function as may be determined and assigned by the Board of Directors of the Company and as may be required by the Company’s constituent instruments, including its certificate or articles of incorporation, bylaws and its corporate governance and board committee charters, each as amended or modified from time to time, and by applicable law. The Director agrees to devote as much time as is necessary to perform completely the duties as the Director of the Company, including duties as a member of board committees as the Director may hereafter be appointed to. The Company represents that the time required for Director to carry out his duties as described herein shall be approximately five (5) hours per month. The Director will perform such duties described herein in accordance with the general fiduciary duty of directors arising under the applicable Nevada Revised Statutes.


2. TERM. The term of this Agreement shall commence as of the date of the Director’s appointment by the Board of Directors of the Company (if the Director is appointed to fill a vacancy) or the date of the Director’s election by the stockholders of the Company and shall continue until the Director’s removal or resignation.


3. COMPENSATION. As compensation for his services as a director, the Director will be granted 300,000 shares of restricted Common Stock of the Company (the “Shares”) each year of the term hereof.


4. EXPENSES. In addition to the compensation provided in paragraph 3 hereof, the Company will reimburse the Director for pre-approved reasonable business related expenses incurred in good faith in the performance of the Director’s duties for the Company. Such payments shall be made by the Company upon submission by the Director of a signed statement itemizing the expenses incurred. Such statement shall be accompanied by sufficient documentary matter to support the expenditures.





5. CONFIDENTIALITY. The Company and the Director each acknowledge that, for the intent and purpose of this Agreement to be accomplished, the Director shall necessarily be obtaining access to certain confidential information concerning the Company and its affairs, including, but not limited to business methods, information systems, financial data and strategic plans which are unique assets of the Company (“Confidential Information”). The Director covenants not to, either directly or indirectly, in any manner, utilize or disclose to any person, firm, corporation, association or other entity any Confidential Information.


6. NON-COMPETE. During the term of this Agreement and for a period of twelve (12) months following the Director’s removal or resignation from the Board of Directors of the Company or any of its subsidiaries or affiliates (the “Restricted Period”), the Director shall not, directly or indirectly, (i) in any manner whatsoever engage in any capacity with any business competitive with the Company’s current lines of business or any business then engaged in by the Company, any of its subsidiaries or any of its affiliates (the “Company’s Business”) for the Director’s own benefit or for the benefit of any person or entity other than the Company or any subsidiary or affiliate; or (ii) have any interest as owner, sole proprietor, stockholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise in any business competitive with the Company’s Business; provided, however, that the Director may hold, directly or indirectly, solely as an investment, not more than five percent (5%) of the outstanding securities of any person or entity which is listed on any national securities exchange or regularly traded in the over-the-counter market notwithstanding the fact that such person or entity is engaged in a business competitive with the Company’s Business; provided further, however, that none of his duties with ___________________________________ or its affiliates shall constitute competition with the Company. The restrictions of this paragraph shall extend only to those specific states, territories, or provinces where the Company conducts business on the day that this Agreement Director’s employment with the Company terminates and with which Executive had substantial contacts during his employment with the Company. In addition, during the Restricted Period, the Director shall not develop any property for use in the Company’s Business on behalf of any person or entity other than the Company, its subsidiaries and affiliates.


7. TERMINATION. With or without cause, the Company and the Director may each terminate this Agreement at any time upon ten (10) days written notice, and the Company shall be obligated to pay to the Director the compensation and expenses due up to the date of the termination. Nothing contained herein or omitted herefrom shall prevent the stockholder(s) of the Company from removing the Director with immediate effect at any time for any reason.


8. INDEMNIFICATION. The Company shall indemnify, defend and hold harmless the Director, to the full extent allowed by the law of the State of Nevada, and as provided by, or granted pursuant to, any charter provision, bylaw provision, vote of stockholders or disinterested directors or otherwise, both as to action in the Director’s official capacity and as to action in another capacity while holding such office.





The Company represents and warrants that it currently maintains a policy of Directors & Officers insurance that will cover the Director for all acts within the coarse and scope of his duties as a director of the Company. Further, the Company covenants that it will maintain a policy of Directors & Officers insurance with the broadest available coverage covering Director, without set-off for any amounts paid for the errors or omissions of other directors or officers for so long as the Director continues to act in such capacity.


9. EFFECT OF WAIVER. The waiver by either party of the breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof.


10. NOTICE. Any and all notices referred to herein shall be sufficient if furnished in writing at the addresses specified on the signature page hereto or, if to the Company, to the Company’s address as specified in filings made by the Company with the U.S. Securities and Exchange Commission.


11. GOVERNING LAW. This Agreement shall be interpreted in accordance with, and the rights of the parties hereto shall be determined by, the laws of the State of Utah.


12. ASSIGNMENT. The rights and benefits of the Company under this Agreement shall be transferable, and all the covenants and agreements hereunder shall inure to the benefit of, and be enforceable by or against, its successors and assigns. The duties and obligations of the Director under this Agreement are personal and therefore the Director may not assign any right or duty under this Agreement without the prior written consent of the Company.


13. MISCELLANEOUS. If any provision of this Agreement shall be declared invalid or illegal, for any reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and provisions of this Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein.


14. ARTICLE HEADINGS. The article headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.


15. COUNTERPARTS. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.


16. ENTIRE AGREEMENT. Except as provided elsewhere herein, this Agreement sets forth the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party to this Agreement with respect to such subject matter.


[Signature Page Follows]





IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and signed as of the day and year first above written.


  Name: Ian Jenkins
  Title: Chief Executive Officer
  Name: Jayson Uffens