INDEPENDENT CONTRACTOR AGREEMENT

Exhibit 6.4

This INDEPENDENT CONTRACTOR AGREEMENT (this “Agreement”) is made and entered into as of December 1, 2022 (the “Effective Date”), by and between Invest Inc., a Wyoming corporation (the “Company”), and Xxxx Consulting LLC, a Puerto Rico limited liability company (the “Contractor”). Each of the Company and the Contractor are sometimes referred to individually as a “Party” or collectively as the “Parties.”

RECITALS

WHEREAS, the Company desires to engage the Contractor to perform certain services for the Company as provided in this Agreement; and

WHEREAS, the Parties desire to enter into this Agreement whereby the Contractor will perform services for the Company pursuant to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the forgoing representations and the following terms and conditions, the Parties agree:

AGREEMENT

1. Independent Contractor. The Contractor is an independent contractor, engaged in an independent trade, occupation, or business, and free from the direction and control of the Company. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee or principal and agent between the Company and the Contractor. The Contractor shall maintain and pay for all federal, state, and local disability, workers’ compensation, payroll taxes, self-employment insurance, and income and other taxes. The Company shall not withhold or pay any federal, state, or local disability, workers’ compensation, payroll taxes, self-employment insurance, or income, or other taxes on behalf of the Contractor. The Contractor shall be responsible for all costs and expenses associated with the Contractor’s conduct as a Contractor and shall not be entitled to participate in any of the medical, dental, insurance, expense reimbursement, or any other benefits provided by the Company for the benefit of its employees.

2. Engagement; Services to be Performed by Contractor. The Company hereby engages the Contractor to provide certain services (the “Services”) during the Term (as defined in Section 3 below) as set forth on the attached Exhibit A. During the Term, Contractor agrees to devote such business efforts and time as is reasonably required to fulfill Contractor’s duties in connection with the Services, to provide the same in a diligent and conscientious manner and to the best of Contractor’s ability, in accordance with all applicable laws, and the terms and conditions provided in this Agreement. The Contractor has no authority to modify this Agreement, or to enter into any other agreements on the Company’s behalf. The Contractor hereby agrees to use the Contractor’s best efforts to perform the Services and to promote the Company’s interests.

3. Term of Agreement. The term of this Agreement shall be for one year (the “Term”) from the Effective Date and shall automatically renew for successive Terms (each, a “Renewal Term”) unless either Party gives written notice to the other Party of its intention not to renew no later than 30 calendar days prior to the end of the Term or any Renewal Term.

4. Compensation. The Company agrees to pay Contractor for the Services as set forth in the schedule attached as Exhibit B. The Company will issue an IRS Form 1099 at year-end reflecting payments made to the Contractor.

5. Termination.

5.1 This Agreement is terminable by the Company for any reason after the first 30 days upon written notice to the Contractor. Thereafter, this Agreement may be terminated for any reason by either Party upon ten days prior written notice to the other Party. Upon termination of this Agreement, the Contractor will be entitled to payment for Services rendered prior to the termination date.

5.2 If the Contractor dies, this Agreement shall terminate immediately upon the date of the Contractor’s death.

5.3 The Company may terminate this Agreement at any time For Cause (as defined below) by giving the Contractor written notice. The term “For Cause” shall mean as follows: (i) a refusal, failure, or neglect by the Contractor to perform the Contractor’s obligations under this Agreement; (ii) the Contractor’s engagement in any act of dishonesty or misconduct in connection with the Contractor’s Services to the Company; (iii) the Contractor’s violation of any term of this Agreement; or (iv) the Contractor’s engagement in any act or conduct, in the Company’s sole discretion, which is derogatory, demeaning, harmful, or embarrassing to the Company, such acts would include, but are not limited to, comments or statements by the Contractor relating to the Contractor’s opinion of the Company or of the officers, executives, or employees of the Company should such comments be derogatory or demeaning or not in the Company’s best interest.

6. Confidential Information.

6.1 The Contractor understands that, during the course of the Contractor’s work as an independent contractor of the Company, the Contractor will have access to Confidential Information (as defined below) concerning the Company and its clients. The Contractor acknowledges that the Company has developed, compiled, and otherwise obtained, often at great expense, this information, which has great value to the Company’s business or its clients’ businesses. The Contractor agrees to hold in strict confidence all Confidential Information and will not disclose any Confidential Information to anyone outside of the Company. The Contractor will not use, copy, publish, summarize, or remove from the Company’s premises, Confidential Information, except during the Term of this Agreement to the extent necessary to carry out the Contractor’s responsibilities as an independent contractor of the Company. The Contractor agrees to defend, indemnify, and hold harmless the Company from any and all liability, damages, expenses, penalties, or judgments, including reasonable attorneys’ fees, arising out of any unauthorized disclosure of Confidential Information attributable to the Contractor.

6.2 The term “Confidential Information” in this Agreement means all information, inventions, trade secrets, products, and know-how (as more particularly defined below) in whatever form pertaining in any manner to the business of the Company (or any affiliate of it that might be formed) or to the Company’s customers, contractors, business associates, or employees unless: (i) the information is or becomes publicly known through lawful means; (ii) the information was rightfully in the Contractor’s possession or part of the Contractor’s general knowledge prior to the Contractor’s engagement with the Company; or (iii) the information is

disclosed to the Contractor without confidential or proprietary restriction by a third party who rightfully possesses the information (without confidential or proprietary restriction) and who did not learn of it directly from the Company. The Contractor understands that the Company considers the following information to be included in the definition of Confidential Information: (i) all client/customer lists and all lists or other compilations containing client, customer, or vendor information; (ii) information about products, proposed products, research, product development, inventions, techniques, processes, costs, profits, markets, marketing plans, strategies, forecasts, sales, and commissions; (iii) plans for the future development and new product concepts; (iv) all techniques or processes, documents, books, papers, drawings, models, sketches, computer programs, databases, and other data of any kind and description, including electronic data recorded or retrieved by any means; (v) the compensation and terms of employment of employees; (vi) all other information that has been or will be given to the Contractor in confidence by the Company (or any affiliate of it that might be formed); and (vii) software or other intellectual property in various stages of development, designs, drawings, specifications, techniques, models, data, source code, algorithms, object code, documentation, diagrams, flow charts, research development, processes, and procedures. Confidential Information also includes any information described above which the Company obtains from another party and which the Company treats as proprietary or designates as Confidential Information.

6.3 The Contractor agrees not to retain any Confidential Information after termination of this Agreement and to return all Confidential Information in paper or tangible form to the Company and destroy all electronic copies of such information.

6.4 The Contractor hereby acknowledges and agrees that the Company has a duty to its shareholders to protect and preserve its assets, and in fulfilling this duty, the Company reserves the right to question the Contractor, generally and specifically, regarding Confidential Information.

6.5 The Contractor agrees that the terms of Section 6 shall survive termination of this Agreement.

7. Non-Competition.

7.1 During the Term, any and all Renewal Terms, and for three years after the termination of this Agreement, Contractor agrees that the Contractor will not, directly or indirectly, for the Contractor’s benefit or for the benefit of any other person, firm, or entity, do any of the following: (i) use or disclose Confidential Information to solicit or entice or participate in the solicitation or attempt to solicit or in any manner encourage contractors or contractors of the Company to leave the Company or work for any other entity or person (including the Contractor); (ii) use or disclose Confidential Information, either directly or indirectly to call on, solicit, or take away, or attempt to call on, solicit, or take away, any of the Company’s customers; (iii) not to engage in any unfair competition with the Company; (iv) not to plan or otherwise take any preliminary steps, either alone or in concert with others, to set up or engage in any business enterprise which the Company determines in good faith to be in competition in any manner whatsoever with its business; or (v) solicit the employment or services of, or hire, any person who was known to be employed by or was a known contractor to the Company.

7.2 The Contractor agrees that the terms of Section 7 shall survive termination of this

Agreement.

8. Non-Circumvention. During the term of this Agreement, the Company will be sharing its Confidential Information with the Contractor. The Contractor acknowledges and agrees that this Confidential Information is the personal property of the Company and brought this information to the awareness of the Contractor; therefore, the Contractor agrees not to circumvent or bypass the Company in any way. The Contractor understands and agrees that “Non-Circumvention” means that the Contractor will not use or disclose the Company’s Confidential Information to approach, contact, solicit, negotiate, discuss, or transact business pertaining to the Confidential Information at any time during or after the termination of this Agreement. The Contractor agrees that the terms of this Section 8 shall survive termination of this Agreement.

9. Injunctive Relief. The Contractor agrees that it would be difficult to measure the damage to the Company from any breach by the Contractor of the covenants set forth in Sections 6, 7, and 8, and that injury to the Company from any such breach would be impossible to calculate, and that money damages would therefore be an inadequate remedy for any such breach. Accordingly, the Contractor agrees that if the Contractor breaches any term of this Agreement, the Company shall be entitled, in addition to and without limitation of all other remedies it may have, to obtain injunctive or other relief to restrain any such breach without showing or proving any actual damage to the Company. The Contractor agrees that the terms of this Section 9 shall survive termination of this Agreement.

10. Notices. Any notice, request, instruction, or other document required by the terms of this Agreement, or deemed by any of the Parties hereto to be desirable, to be given to any other Party hereto shall be in writing and shall be given by personal delivery, overnight delivery, mailed by registered or certified mail, postage prepaid, with return receipt requested, or sent by facsimile or electronic transmission to the addresses of the Parties as follows:

To Company: Invest Inc.

Attn: Xxxx XxXxxxx, CEO

0000 X. Xxx Xxxxxxxxxx Xxxxxx Xxxx, Xxxxx 000 Xxxx Xxxx Xxxx, XX 00000

Email: xxxx@xxxxxx.xxx

To Contractor: Xxxx Consulting LLC

Attn: Xxxx Xxxxx

P.O. Box 6416

San Xxxx, PR 00914

Email: xxxx@xxxxxxxxxxxxxxxxx.xxx

With a copy to: Xxxxxxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx LLP

Attn: Xxxxx Xxxxxx, Esq. 0 Xxxx Xxxxx, Xxxxx 000

Irvine, CA 92614

Email: xxxxxxx@xxxxxxxxx.xxx

The persons and addresses set forth above may be changed from time to time by a notice sent as aforesaid. If notice is given by personal delivery or overnight delivery in accordance with the provisions of this Section 10, such notice shall be conclusively deemed given at the time of such

delivery provided a receipt is obtained from the recipient. If notice is given by mail in accordance with the provisions of this Section 10, such notice shall be conclusively deemed given upon receipt and delivery or refusal. If notice is given by facsimile or electronic transmission in accordance with the provisions of this Section 10, such notice shall be conclusively deemed given at the time of delivery if during business hours and if not during business hours, at the next business day after delivery, provided a confirmation is obtained by the sender.

11. Severability. The provisions of this Agreement are contractual and not mere recitals. The Agreement will be considered severable, such that if any provision or part of the Agreement is ever held invalid under any law or ruling, that provision or part of the Agreement will remain in force and effect to the extent allowed by law, and all other provisions or parts will remain in full force and effect.

12. Integration. This Agreement constitutes the entire agreement between the Company and the Contractor and supersedes all prior and contemporaneous agreements, representations, and understandings of the Parties. No amendment of this Agreement shall be binding unless executed in writing by the Contractor the Company. No waiver of any provision of this Agreement shall be deemed to be a waiver of any other provision, whether or not similar. No such waiver shall constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party charged with the waiver.

13. California Law and Exclusive Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The Parties agree that the exclusive venue for any disputes shall be the state or federal courts within Orange County, California.

14. Attorneys’ Fees. The Parties agree that if it is necessary to bring any action in connection with this Agreement, or to bring any other proceeding for the enforcement of this Agreement, or to seek a declaration of the court or any other adjudicating body as to this Agreement, or to assert by way of defense in any suit or other proceeding the terms and provisions of this Agreement, there shall be awarded to the prevailing party in such action or proceeding reasonable attorneys’ fees and costs incurred with respect thereto.

15. Cooperation in Litigation. The Contractor agrees that, during the period of this Agreement and after, the Contractor will reasonably cooperate with the Company, subject to the Contractor’s reasonable personal and business schedules, in any litigation which arises out of events occurring prior to the termination of the Contractor’s Services, including but not limited to, serving as a witness and producing documents and information relevant to the case or helpful to the Company. The Company agrees to reimburse the Contractor for all reasonable costs and expenses the Contractor incurs in connection with the Contractor’s obligations under this Section 15 and, in addition, to reasonably compensate the Contractor for time actually spent in connection therewith following the termination of this Agreement.

16. Legal Counsel; Mutual Drafting. Each Party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each Party has cooperated in the drafting, negotiation, and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against either Party on the basis of that Party being the drafter of such language.

17. Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Except as expressly provided for herein, the Contractor may not sell, transfer, assign, or pledge any of the Contractor’s rights or interests pursuant to this Agreement.

18. Counterparts. This Agreement may be executed in one or more counterparts, including by electronic transmission, each of which shall be deemed an original Agreement for evidentiary purposes, all of which shall be considered the same instrument.

19. Definition of “days.” When used herein, the term “days” refers to calendar days unless otherwise specified.

20. Conflict Waiver. The Parties hereby agree and acknowledge that the law firm of Xxxxxxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx LLP (the “Firm”), which represents the Company, has drafted this Agreement. The Parties further acknowledge that they have been informed of the inherent conflict of interest associated with the drafting of this Agreement by the Firm and waive any action they may have against the Firm regarding such conflict. The Parties have been given the opportunity to consult with counsel of their choice regarding their rights under this Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the Effective Date.

COMPANY:

Invest Inc.,

a Wyoming corporation

/s/ Xxxx XxXxxxx

By: Xxxx XxXxxxx Its: CEO

CONTRACTOR:

Xxxx Consulting LLC,

a Puerto Rico limited liability company

/s/ Xxxx Xxxxx

By: Xxxx Xxxxx

Its: Managing Member

EXHIBIT A

CONTRACTOR SERVICES

Contractor shall provide the following Services to the Company:

●

Chief Financial Officer (“CFO”)

●

Subject to the general direction of the Company’s Board of Directors (the “Board”), CFO shall have such duties, powers, and authority as are commensurate with the position of CFO and such other duties and responsibilities that are commensurate with CFO’s position as reasonably delegated to him from time to time by the Board. In this position, CFO shall report directly to the Chief Executive Officer (“CEO”).

●

Full-time Availability. The Parties hereby agree that the CFO will be available to provide services to the Company pursuant to the Agreement for 40 hours every week.

●

Services with Respect to and Certification of Periodic Reports. In addition to the services described in the Agreement, the CFO hereby agrees that he will provide the following services to the Company and certify as to those services in all of the Company’s periodic reports filed with the United States Securities and Exchange Commission (collectively, the “Reports”) as follows:

Review of the Reports;

Determinations, based upon knowledge, of whether the Reports contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Reports;

Determinations, based upon knowledge, of whether the financial statements, and other financial information included in the Reports, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in the Reports;

Along with the Company CEO, establishing and maintaining disclosure controls and procedures (as defined in Securities Exchange Act of 1934 (the “Exchange Act”), Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Company and:

Design such disclosure controls and procedures, or causing such disclosure controls and procedures to be designed under the Board’s supervision, to ensure that material information relating to the Company, is made known to the CFO by others, particularly during the period in which the Reports are being prepared;

ii.

Design such internal controls over financial reporting, or causing such internal controls over financial reporting to be designed under the Board’s supervision, to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

iii.

Evaluate the effectiveness of the Company’s disclosure controls and procedures and presenting in the Reports conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by the Reports based on such evaluation; and

iv.

Disclose in the Reports any change in the Company’s internal controls over financial reporting that occurred during the Company’s period covered by the Reports that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

Disclose, based on the CFO’s most recent evaluation, to the Company’s auditors and the audit committee of the Company’s Board (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

ii.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; and

Pursuant to section 906 of the Xxxxxxxx-Xxxxx Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), certifying, to my knowledge, that whether the Reports fully comply with the requirements of Section 13(a) or 15(d) of the Exchange Act, and the information contained in the Reports fairly presents, in all material respects, the financial condition and results of operations of the Company.

EXHIBIT B

CONTRACTOR COMPENSATION FOR SERVICES

Contractor shall be compensated for Services provided as follows:

The Contractor shall receive monthly compensation in the amount of ten thousand dollars ($10,000) and 75,000 nonstatutory stock options that vest monthly, over one year (1/12^th per month) starting on the first day of the first full month following the Option Grant.

Vesting Commencement Date: 12/1/22 Exercise Price: $1.00

Performance Incentive Schedule

Gross Annual Revenue	Nonstatutory Stock Option Grants
$10,000,000	100,000
$20,000,000	100,000
$30,000,000	100,000
$40,000,000	100,000
$50,000,000	100,000
$60,000,000	100,000
$70,000,000	300,000
$70,000,000+	Board Determination

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INDEPENDENT CONTRACTOR AGREEMENT

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