Exhibit 10.1


 





CANNABICS PHARMACEUTICALS INC.


CONSULTING AGREEMENT


 


THIS AGREEMENT is among
CANNABICS PHARMACEUTICALS INC. a corporation organized under laws of the State of Nevada, whose address is #3 Bethesda Metro
Center, Suite 700, Bethesda, Maryland 20814 (hereinafter referred to as the "Company"); and WEINBERG DALYO INC.,
an New York Corporation in good standing with an address of 21 Sparrow Circle, White Plains, New York 10605 (hereinafter referred
to as the "Consultant").


 


WHEREAS, the
Consultant is a Certified Public Accountant with over 30 years executive Corporate experience in corporate finance and in the
Bio-tech, life science and medical device industries and adept at assisting businesses in financial advisory,
strategic business planning;


 


WHEREAS, the Consultant
may, during the period of time covered by this Agreement, present to the Company one or more plans to aid the Company in achieving
the Company's goals; and


 


WHEREAS, the Company recognizes
that the Consultant is not in a position which requires registration under either the Securities Act of 1933 (hereinafter "the
Act") or the Securities and Exchange Act of 1934 (hereinafter "the Exchange Act"), underwriting, banking, is not
an insurance Company, nor does it offer services to the Company which may require regulation under federal or state securities
laws or licensing in the state of Israel; and


 


WHEREAS, the parties agree,
after having a complete understanding of the services desired and the services to be provided, that the Company desires to retain
Consultant to provide such assistance through its services for the Company, and the Consultant is willing to provide such services
to the Company; and in light of his qualifications, to be its Chief Financial Officer (“CFO”).


 


NOW, THEREFORE, in consideration
of the mutual covenants and promises contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:


 


1. DUTIES AND INVOLVEMENT.


 


The Company hereby engages
Consultant for coordination in executing an agreed-upon plan, for aiding the company by his knowledge and experience as agreed
by both parties.


 


2. RELATIONSHIP AMONG THE PARTIES.


 


Consultant acknowledges
that as CFO he is not, and will not, be responsible for any management decisions on behalf of the Company, and may not at any time
commit the Company to any action. The Company represents that the consultant does not have, through any means the power to control
the Company, nor to exercise any dominating influences over its management.


 


Consultant understands
and acknowledges that this Agreement shall not create or imply any agency relationship among the parties, and Consultant shall
have no authority to enter into any contracts or otherwise legally bind the Company.




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Consultant’s relationship with the Company
shall be that of an independent contractor and not an employee. Consultant shall not be eligible for any employee benefits, nor
is the Company liable to make deductions from consideration paid to Consultant for taxes, all of which will be Consultant’s
responsibility.


 


3. EFFECTIVE DATE, TERM
AND TERMINATION.


 


This Agreement shall be
effective on 15th day of March, 2015 and will continue until 15th September, 2015. This Six Month Agreement
can only be modified if mutually agreeable and in writing.


 


4. OPTION TO RENEW AND
EXTEND.


 


Company may renew this
Agreement on the same terms by providing written notice to Consultant at any time prior to the expiration hereof.


 


5. COMPENSATION AND PAYMENT OF EXPENSES


 


The Consultant shall be
paid $4,000- monthly. In the event the company is undergoing a limited cash flow, the Consultant shall in no event receive less
than $1,000 per month, the balance ($3,000-) to be paid in common shares of the Company. In appreciation and recognition of the
Consultant’s belief and faith in the Company, the Company shall issue 90,000 shares of the company upon signing, which amount
represents the underage of $3,000 per month over the course of this contract. If and when the Company is sufficiently funded to
enable the full monthly retainer of $4,000- prior to the expiration of this Contract, this full allotment of shares is to remain
with the Consultant as a token of gratitude. The monthly invoice for the cash portion of this agreement will be issued to the company
by the consultant on a monthly basis for the previous month. Payment will be made via a wire transfer within 5 days of the receipt
of the invoice.


 


The Shares of Common Stock to be issued to
Consultant shall be duly authorized and validly issued, fully paid and no assessable, free of liens, encumbrances and restrictions
on transfer, and shall be issued in accordance with the registration or qualification provisions of the Securities Act of 1933,
as amended, and any relevant securities laws or pursuant to valid exemptions there from.


 


The Company’s Board
of Directors has authorized the issuance of the Shares set forth in this Section for consideration consisting of this Agreement
and the Services to be provided hereunder. The Company’s Board of Directors has determined that the consideration received
for the Shares, consisting of this Agreement and the Services to be provided hereunder, is adequate. In rendering its Services,
Consultant will be using and relying on the information supplied to it by the Company. The Company hereby represents that all information
made available to Consultant by the Company will be complete and correct in all material respects and will not contain any untrue
statement of material fact.




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The Company agrees to pay for reasonable expenses,
including lodging, meals, and travel as necessary. All other expenses for the fulfillment of this Agreement shall be borne by the
Consultant, and by third parties engaged by it in connection with the performance services provided for herein, after approval
from the Company.


 


6. SERVICES NOT
EXCLUSIVE.


 


Consultant shall devote
such of its time and effort necessary to the discharge of its duties hereunder. The Company acknowledges that Consultant is engaged
in other business activities, and that it will continue such activities during the term of this Agreement. Consultant shall not
be restricted from engaging in other business activities during the term of this Agreement.


 


7.
CONFIDENTIALITY, NON-DISCLOSURE, NON-CIRCUMVENTION, NON-COMPETE 


 


Consultant acknowledges that it may have access
to confidential information regarding the Company and its business. Consultant agrees that it will not, during or subsequent to
the term of this Agreement, divulge, furnish or make accessible to any person (other than with the written permission of the Company)
any knowledge or information or plans of the Company with respect to the Company or its business, including, but not by way of
limitation, the products of the Company, whether in the concept or development stage, or being marketed by the Company on the effective
date of this Agreement or during the term hereof.


 


a) Therefore, the parties
mutually recognize that in the transaction of their affairs each may learn from the other, including associates, the identity,
address and/or telephone and/or telefax and/or E-mail address and/or number of clients, agents, brokers, buyers, sellers, financiers
and/or bank or trust contracts (hereinafter referred to as “Confidential Sources”) which the other party has acquired
by periods of investment in time, expense and effort. Now therefore consideration of the mutual promises set forth herein, each
party covenants and agrees with the other as follows:


 


The parties hereto hereby contractually covenant,
warrant, guarantee and agree as follows: to irrevocably mutually covenant, as evidenced and acknowledged by this memorization of
their executions hereof, agree as follows:


 


b) Each of the signatories to the within
contractual Agreement and their employees, agents, associates, and/or any other parties with whom they maintain a corporate or
individual relationship, or who they may act as agents or principals for, shall be deemed to be parties to the within Confidentiality,
Non-Circumvention, Non-Disclosure, Non-Compete, Agreement and shall be contractually bound to full compliance with the letter,
spirit and intent of the within Agreement, and shall be fully bound by each and all of the terms, covenants and conditions of this
Agreement. All documents signed on behalf of a corporation shall be deemed to be executed with full authority of the Board of Directors.


 


c) The within Agreement is executed and affected
by the parties as a perpetuating guarantee and contractual agreement by the parties. Therefore, this Agreement
shall be in full force and effect commencing the date affixed herein below and will during said term be applicable to any and all
potential transactions and/or proprietary information transmitted to or entertained by the undersigned parties hereto. 




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d) The parties hereto covenant, warrant and
agree not to circumvent the interests, intentions, plans, and proposed undertakings of the party of the other part or to enter
upon a competitive path and/or effort, or to utilize any of the proprietary information delivered into its custody, care and control
or that would in any fashion interfere with, conflict with, or diminish, the possibility and/or probabilities of its success in
any ventures, projects, proposed acquisitions, financial undertakings, and/or other activities which this office shall be a party
to.


 


8. MISCELLANEOUS
PROVISIONS


 


Section a Time. Time is of the essence of this
Agreement.


 


Section b Presumption. This Agreement or any
section thereof shall not be construed against any party due to the fact that said Agreement or any section thereof was drafted
by said party.


 


Section c Computation of Time. In computing
any period of time pursuant to this Agreement, the day of the act, event or default from which the designated period of time begins
to run shall be included, unless it is Shabbat, a Jewish or a legal US holiday, in which event the period shall begin to run on
the next day which is not Shabbat, a Jewish or legal US holiday, in which event the periods shall run until the end of the next
day thereafter.


 


Section d Titles and Captions. All article,
section and paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed part of the
context nor affect the interpretation of this Agreement.


 


Section e Pronouns and Plurals. All pronouns
and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the
Person or Persons may require.


 


Section f Further Action. The parties hereto
shall execute and deliver all documents, provide all information and take or forbear from all such action as may be necessary or
appropriate to achieve the purposes of this Agreement.


 


Section g Good Faith, Cooperation and Due Diligence.
The parties here to covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in
fact in the performance of all obligations of the parties pursuant to this Agreement. All promises and covenants are mutual and
dependent


 


Section h Savings Clause. If any provision
of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of
this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid,
shall not be affected thereby.


 


Section i Assignment. This Agreement may not
be assigned by either party hereto without the written consent of the other, but shall be binding upon the successors of the parties.




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Section j Arbitration. In the event of any
controversy among the parties hereto arising out of, or relating to, this Agreement, which cannot be settled amicably by the parties,
such controversy shall be settled by Arbitration. Both sides shall choose a mutually agreed upon competent jurist from a short
list and informal Arbitration shall commence as expeditiously as possible. Either party may institute such arbitration proceeding
by giving written notice to the other party. A hearing shall be held by the Arbitrator within the District of Columbia, and a decision
of the matter submitted to the Arbitrator shall be biding and enforceable against all parties in any Court of competent jurisdiction.
The prevailing party shall be entitled to all costs and expenses with respect to such arbitration, including reasonable attorneys'
fees. The decision of the Arbitrator shall be final, binding upon all parties hereto and enforceable in any Court of competent
jurisdiction. Each party hereto irrevocably waives any objection to the laying of venue of any such Arbitration action or proceeding
brought and irrevocably waives any claim that any such action brought has been brought in an inconvenient forum. Each of the parties
hereto waives any right to request a trial by jury in any litigation with respect to this agreement and represents that counsel
has been consulted specifically as to this waiver.


 


Section k Notices. All notices required or
permitted to be given under this Agreement shall be given in writing and shall be delivered, either personally or by express delivery
service, to the party to be notified. Notice to each party shall be deemed to have been duly given upon delivery, personally or
by courier (such as Federal Express or similar express delivery service), addressed to the attention of the officer at the address
set forth heretofore, or to such other officer or addresses as either party may designate, upon at least ten (10) days' written
notice, to the other party.


 


Section l Governing law. The Agreement shall
be construed by and enforced in accordance with the laws of the State of Maryland, USA.


 


Section m Entire agreement. This Agreement
contains the entire understanding and agreement among the parties. There are no other agreements, conditions or representations,
oral or written, express or implied, with regard thereto. This Agreement may be amended only in writing signed by all parties.


 


Section n Waiver. A delay or failure by any
party to exercise a right under this Agreement, or a partial or single exercise of that right, shall not constitute a waiver of
that or any other right.


 


Section o Counterparts. This Agreement may
be executed in duplicate counterparts, each of which shall be deemed an original, but all of which together shall constitute one
and the same Agreement. In the event that the document is signed by one party and faxed to another the parties agree that a faxed
signature shall be binding upon the parties to this agreement as though the signature was an original.


 


Section p Successors. The provisions of this
Agreement shall be binding upon all parties, their successors and assigns.


 


Section q Counsel. The parties expressly acknowledge
that each has been advised to seek separate counsel for advice in this matter and has been given a reasonable opportunity to do
so.




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IN WITNESS WHEREOF, the
parties hereto have executed and delivered this Agreement to be effective as of the date first referenced above.


 


 


COMPANY


 


/s/ Itamar Borochov


Itamar Borochov, Dir., on behalf of Cannabics
Pharmaceuticals Inc.


 


 


 


CONSULTANT:


 


/s/ Dov Weinberg


Dov Weinberg, Dir., on behalf of WEINBERG
DALYO INC.


 






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