Exhibit 10.1

CONSULTING AGREEMENT

This Consulting Agreement, including Exhibit A, dated effective January 15, 2021 (the “Effective Date”) (this “Agreement”), is made and entered into by and among SCWorx Corp. and its subsidiaries (collectively, the “Company”) and Marc S. Schessel (the “Consultant”).

Reference is made to that certain Employment Agreement (“Employment Agreement”) and Non-Competition Agreement (“Non-Competition Agreement”), in each case between the Company and Consultant dated February 1, 2019. Each of the Employment Agreement and Non-Competition Agreement is hereby terminated effective the date hereof, and neither the Company nor the Consultant shall have any further obligations thereunder.

All drawings, models, designs, formulas, methods, documents, and tangible items prepared for and submitted to the Company by Consultant in connection with the software, content and database (the “Technology”) services rendered under this Agreement shall belong exclusively to the Company and shall be deemed to be works made for hire (the “Deliverable Items”). To the extent that any of the Deliverable Items may not, by operation of law, be works made for hire, Consultant hereby assigns to the Company the ownership of copyright or mask work in the Deliverable Items, and the Company shall have the right to obtain and hold in its own name any trademark, copyright, or mask work registration, and any other registrations and similar protection which may be available in the Deliverable Items. Consultant agrees to give the Company or its designees all assistance reasonably required to perfect such rights.

Consultant agrees that the Company owns all proprietary rights, including copyright, trade secret, trademark and other proprietary rights, in and to the software, content and database (the “Technology”) and any corrections, bug fixes, and upgrades to the Technology. The Technology and any custom enhancements which are new, novel and unique along with any data generated by Consultant and housed within Company Technology and infrastructure is the property of the Company.

In consideration of the engagement of the Consultant by the Company pursuant to this Consulting Agreement, and the continued receipt and access to confidential, proprietary, and trade secret information associated with the Consultant’s position with the Company, the Consultant and the Company agree as follows:

(1) Engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise) that directly or indirectly competes with the Company’s Technology business anywhere in the United States;

(2) Either alone or in association with others (i) solicit, or facilitate any organization with which the Consultant is associated in soliciting, any employee or consultant or subcontractor of the Company or any of its subsidiaries to leave the employ/engagement of the Company or any of its subsidiaries; (ii) solicit for employment or engagement, hire or engage as an independent contractor, or facilitate any organization with which the Consultant is associated in soliciting for engagement, hire or engagement as an independent contractor, any person who was employed by the Company or any of its subsidiaries at any time during the term of the Consultant’s employment/engagement by the Company or any of its subsidiaries (provided, that this clause (ii) shall not apply to any individual whose engagement with the Company or any of its subsidiaries has been terminated for a period of one year or longer); or (iii) solicit business from or perform services for any customer, supplier, licensee or business relation of the Company or any of its subsidiaries, induce or attempt to induce, any such entity to cease doing business with the Company or any of its subsidiaries; or in any way interfere with the relationship between any such entity and the Company or any of its subsidiaries; or

(3) create or attempt to create a technology in competition with any services provided by the Company.

Consultant acknowledges that the terms of Articles 5, 6, and 7 of this Agreement are reasonably necessary to protect the legitimate interests of the Company, are reasonable in scope and duration, and are not unduly restrictive. Consultant further acknowledges that a breach of any of the terms of Articles 5, 6, or 7 of this Agreement will cause irreparable harm to the Company, and that a remedy at law for breach of the Agreement is inadequate, and that the Company shall therefore be entitled to seek any and all equitable relief, including, but not limited to, injunctive relief, and to any other remedy that may be available under any applicable law or agreement between the parties. Consultant acknowledges that an award of damages to the Company does not preclude a court from ordering injunctive relief. Both damages and injunctive relief shall be proper modes of relief and are not to be considered as alternative remedies. Consultant shall indemnify the Company from and against any loss liability or expense arising from Consultant’s breach of this agreement.

Consultant shall maintain full and complete business records and supporting documentation regarding all of Consultant’s business activities under this Consulting Agreement, including prior to the date hereof, including without limitation financial and non-financial transactions (pending and completed) related to Consultant’s services hereunder and transactions, sufficient to permit a complete and full audit thereof. Consultant shall provide Company, including its internal and external auditors, access at reasonable times and after reasonable notice to: (a) all documentation regarding any pending or completed transactions related directly or indirectly to Consultant’s services pursuant to this Agreement and (b) all data and records directly or indirectly relating to Consultant’s services pursuant to this Agreement. Consultant shall provide full cooperation to such auditors. Consultant shall respond promptly to any conclusions or recommendations and take any remedial steps recommended by the auditors. Any such audits shall be conducted during normal business hours and in a manner that, as much as reasonably possible, minimizes disruption to the business and operations of Consultant.

IN WITNESS WHEREOF, this Agreement is executed as of the date set forth above.

EXHIBIT A

Consultant will assist the Company in selling data management services along with new and existing PPE inventory. In addition to Section 3.1 of this Agreement, Consultant shall receive a percentage of the profit which the Company receives from the sale of PPE. The commission shall be based on payments as and when received by the Company. The Consultant shall not be entitled during any twelve month period to any commission payment unless and until the Commissions that would have otherwise been payable to Consultant hereunder during such period exceed $295,000, at which point the Consultant shall be eligible for the commissions set forth below for the balance of the twelve month period. The $295,000 threshold for payment of commissions hereunder shall be reset at the beginning of each twelve (12) month period hereunder. For the avoidance of doubt, if, during the first twelve month period hereunder, Consultant generates $2 million of PPE profits with a commission rate of 25%, Consultant shall be entitled to a commission payment of $205,000 ($2 million X 25% = $500,000, less $295,000, equals $205,000).

Subject to the foregoing, Consultant shall be entitled to the following commissions:

*Includes all PPE and additional items such as test kits, sample kits, etc. sold or distributed through, or on which a commission is paid to, the Company or any of its subsidiaries.

Data Management Services**                            Stock Options

If Consultant is primarily responsible for generating new data management service revenue that yields at least $25,000+ in new Monthly Recurring Revenue (MRR) per quarter for a minimum of twelve (12) quarters (36 months), then Consultant shall be entitled to a quarterly commission, payable in arrears, equal to 3% of the total MRR received by the Company in the subject quarter, payable at the option of the Company in (i) cash or (ii) fully vested stock options equal to the commission amount and valued using the Black Scholes valuation method (as reasonably determined by the company CFO), having an exercise price equal to the then fair market value of the Company’s common stock (as determined under the Amended and Restated 2016 Equity Compensation Plan) and exercisable for a period of 5 years, with a cashless exercise provision, and otherwise in accordance with the Company’s 216 Amended and Restated stock option plan..

**Includes Primrose Solutions and Cubenix products and services provided through SCWorx in which Consultant is directly involved.