EX-10.5 6 ex10-5.htm EX-10.5

 

Exhibit 10.5

 

BUSINESS CONSULTING AGREEMENT

 

This Business Consulting Agreement (the “Agreement”) is made and effective January 1, 2026 (the “Effective Date”),

 

BETWEEN:

 

SAGE STONE (CANADA) INC. (the “Consultant”), a company organized and existing under the laws of the Province of Alberta, Canada

 

AND:

 

RAINMAKER WORLDWIDE INC. (the “Company”), a company organized and existing under the laws of the State of Nevada, with its head office located at: 271 Brock Street Peterborough, Ontario K9H 2P8 Canada

 

1. CONSULTATION SERVICES

 

The Company hereby engages the Consultant to provide advisory and consulting services to the Company as mutually agreed from time to time.

 

2. TERM OF AGREEMENT

 

This Agreement shall commence on January 1, 2026 and shall continue for a fixed term of three (3) years, expiring on December 31, 2028, unless earlier terminated in accordance with this Agreement (the “Term”).

 

3. COMPENSATION

 

3.1 Monthly Fee

 

The Company shall pay the Consultant a fee of US$4,000 per month, payable upon receipt of a monthly invoice submitted by the Consultant. Payment shall be made within five (5) days of invoice receipt.

 

3.2 Fee and Commission Structure

 

The Consultant may be entitled to sales commissions and success-based fees in connection with transactions or introductions made by the Consultant, as further agreed between the parties.

 

4. TERMINATION

 

Either party may terminate this Agreement upon thirty (30) days’ written notice to the other party.

 

 

 

 

4.1 Termination Compensation

 

If the Company terminates this Agreement during the Term, other than for cause, the Consultant shall be entitled to receive two (2) years of consulting fees at the then-current monthly rate, plus any earned and due stock compensation, if applicable.

 

No Termination of this Agreement by the Company shall in any way affect the right of Consultant to receive, as a result of its services rendered, transactions consummated and introductions made its compensation including fees, securities or Warrants on any Transaction/s which result in the Company receiving financing, revenue or other benefits hereunder.

 

5. INDEPENDENT CONTRACTOR

 

The Consultant is an independent contractor and not an employee, agent, or partner of the Company. The Consultant shall be solely responsible for all taxes, withholdings, and statutory obligations arising from compensation paid under this Agreement.

 

6. GOVERNING LAW

 

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to conflict-of-law principles.

 

7. ENTIRE AGREEMENT

 

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, written or oral, relating to the subject matter herein.

 

 

 

 

IN WITNESS WHEREOF

 

The parties have executed this Agreement as of the Effective Date first written above.

 

RAINMAKER WORLDWIDE INC.  
     
By:  
Name: Michael O’Connor  
Title: Chief Executive Officer  
Date: January 1, 2026  

 

 

SAGE STONE (CANADA) INC.  
     
By:  
Name: James Ross  
Title: Partner  
Date: January 1, 2026