Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On January 19, 2020, Marc. S. Schessel's employment as CEO of SCWorx, Corp., a Delaware corporation, ceased by mutual agreement, and the Company and Mr. Schessel concurrently entered into a consulting agreement ("Consulting Agreement") under which Mr. Schessel will provide consulting services to the Company.

The Company's current President and COO, Mr. Hannibal, will oversee the Company's day to day operations.

The Consulting Agreement terminated Mr. Schessel's employment agreement and non-competition agreement, each dated February 1, 2019 with the Company, so that neither the Company nor Mr. Schessel has any further obligations thereunder.

Under the terms of the Consulting Agreement, Mr. Schessel will report to and take direction from Timothy Hannibal, the President of the Company, and will provide full time consulting services with respect to its software and personal protective equipment sales, customer relationship management, software development and support of the Company's data management business.

The Consulting Agreement provides for annual consulting fees of $295,000. In addition, such agreement provides for cash and equity bonuses based on revenue generation. The Consulting Agreement is for a term of two years, but may be terminated by the Company for "cause" (as defined) or by either party for any reason or no reason upon sixty days prior notice. The Consulting Agreement also contains non-competition and non-solicitation provisions which are applicable during the term of the Consulting Agreement and for a period of two years thereafter.

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